Boutique Tax Expertise
Big Law experience and expertise. Boutique rates.
We provide tax support to corporate law firms, accounting firms, investment banks and management companies - and we work directly with companies and investment funds.
We serve as "external" in-house tax counsel to clients across industries, allowing clients to benefit from (and offer) top-tier tax expertise that would otherwise be inaccessible.
Tax Structuring - Cross-Border and Domestic
From choice of entity and capitalization to restructurings and liquidations - we counsel clients on tax structuring and optimizing tax efficiency throughout a company's life cycle. From our initial consultation, our advice is tailored to your facts (and most importantly, your goals).
Mergers, Acquisitions, and Reorganizations
It's vital (for both buyers and sellers) to structure deals in a manner that maximizes economic return and value. Tax is an essential piece of structuring and the analysis of the deal. We analyze, review and advise with respect to tax-free and taxable deals, management rollovers, midstream liquidity events, taxable stock and asset purchases, and consolidations and liquidations. We take into account the tax status of the parties to the deal (C corporation? S corporation? LLC?) as well as any potential special tax benefits that could apply (like qualified small business stock). We partner with law firms and other clients from the LOI all the way to post-closing transition matters.
Tax Planning for Private Investment Funds
We have broad expertise across the spectrum of private investment funds. Whether you want to set up a coinvestment or small "family and friends" fund, a full-fledged venture capital, real estate, or private investment fund, we can optimize your structure and advise on market terms and what investors are seeking in today's market.
Partnership/LLC Formation and Operation
Partnerships (and LLCs taxed as partnerships) offer a number of benefits: flexibility, flow-through taxation, and the possibility for extremely tax-efficient equity incentive compensation. Maximizing these benefits requires expertise in partnership taxation, and the ability to understand not only the mechanics of distribution waterfalls but also the complexities of partnership allocations (as well as other tax provisions). We work with existing partnerships and LLCs to update their operating agreements, admit new partners and share carried interest, and navigate complex transactions. For new ventures, we help determine if a partnership or LLC is the right choice, and if so, we can draft agreements as simple - or complex - as the facts require.