Transactional Tax

Our attorneys provide guidance on the full range of U.S. federal business and personal tax issues for clients including multi-national Fortune 500 companies, public companies, privately held businesses, real estate ventures, emerging technology companies, venture capitalists, investors, business owners, executives, and high-net-worth taxpayers.

Our mission is to provide creative solutions to allow our clients to achieve their objectives in an ever-changing economic environment. We identify tax issues and find responses that account for all relevant business and personal tax considerations.

Hodgson Russ has been awarded a prestigious National “Best Law Firm” ranking by Best Lawyers/U.S. News & World Report in the category of Tax Law and an additional Metropolitan Tier 1 ranking in Tax Law.

We advise and assist clients on transactional tax matters of all types, including the following areas of expertise:

Mergers and Acquisitions

We regularly structure and negotiate acquisitions, mergers, and divestitures of businesses and have extensive experience with transactions that include taxable and tax-deferred asset and stock acquisitions by domestic and international companies.

We advise our clients with respect to:

• Domestic and international mergers and acquisitions
• Sales and divestitures
• Tax planning strategies for buying and selling S corporations
• Canadian and U.S. business transactions
• Corporate reorganizations
• Corporate recapitalizations and domestications
• Tax-effective financing structures
• Spin-offs
• Use of Code Section 338, 336 and related tax elections
• Executive compensation and severance issues

Corporate Tax Matters

We advise clients on corporate tax matters of all kinds and have extensive experience structuring complex reorganizations of public and private corporations, rendering opinions in connection with acquisitions and securities offerings, and representing clients in spin-offs and liquidations as well as tax matters arising from regular business operations.

We advise our clients with respect to:

• Operational issues under both Subchapter S and Subchapter C of the Code and S Corporation qualification
• Reorganization and tax-deferred structuring
• Code Section 355 spin-offs
• Business formation and capitalization 
• Dividend and redemptions taxation 
• Debt/equity issues
• Personal holding company and accumulated earnings tax matters 
• Consolidated group issues 
• Taxation of hybrid securities 

Partnerships and Limited Liability Companies

We represent clients in the tax issues associated with conducting business and investment opportunities through partnerships and limited liability companies. We have advised our clients in establishing and operating joint ventures from large corporate entities to start-up ventures among individuals. We provide tax guidance on:

• Flow-through tax matters
• Recapture and income chargebacks
• Structuring of complex income and distribution "waterfalls"
• Profit or "carried interest" structuring
• Debt and equity financing issues
• Structuring for preferential returns
• Real estate ventures
• Cross-border business activities
• Redemptions and buy-outs
• Insolvency restructuring and loan work-outs
• Distributions and income allocations
• Basis and negative capital account issues

Commercial Real Estate Ventures and Operations

We have wide ranging experience in providing tax guidance to real estate investors and developers on the structuring and tax consequences of investment in real estate ventures.

We have extensive experience involving tax issues related to:

• Structuring and negotiating real estate ventures
• Cross-border activities, including FIRPTA issues 
• REITs
• REMICs
• Partnership liability issues, debt restructuring, dept forgiveness, and workouts
• Like-kind exchanges, including involuntary conversions 
• Tax-Exempt financing

Tax Planning for High-Net-Worth Individuals

Our attorneys frequently advise business owners, senior executives of public and private companies, entrepreneurs, venture capitalists, and high-net-worth individuals on tax issues related to business and investment holdings.

Our counsel includes the following:

• Personal income tax planning
• Charitable gift planning
• Estate planning, including business succession planning
• Tax issues related to international business holdings
• Compensation issues, including stock options and other equity-based compensation, phantom stock, deferred compensation, rabbi trusts, golden parachutes, and retirement plan issues
• Expatriate planning, including tax issues related to immigration and visa matters

Related Services