Successes
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Advised international conglomerate as to U.S. tax structure for new product – resulting in ZERO worldwide corporate income tax.
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Advised limited partner in connection with tax consequences of sale of limited partnership interest – resulting in deferral of all gains.
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Advised venture capital fund manager in connection with creation of “pledge fund.”
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Structured, formed and documented distressed residential real property and commercial real property funds (including preparation of limited partnership agreements, private placement memoranda, subscription documents and operating agreements).
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Advised various foreign businesses in connection with the formation of U.S. Subsidiaries and/or commencement of U.S. operations.
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Advised foreign business owners regarding the optimal jurisdiction in which to incorporate a new business line and how to structure the manufacturing and distribution of products in the United States.
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Advised an online retailer regarding corporate law and tax law issues in connection with the reorganization of its business and vertical expansion of its operations.
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Advised various foreign persons in connection with structuring the acquisition of U.S. real estate (including completing various U.S. tax elections to minimize U.S. income and estate taxes).
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Integrally involved in the formation of numerous real estate private equity funds, including the preparation of complex limited liability company operating agreements and private placement memoranda.
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Advised several clients in connection with various complex Section 1031 exchanges (including a Section 1031 exchange of a $30,000,000 classic automobile).
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Advised various clients and prepared documentation in connection with the issuance of both debt and equity securities.
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Advised various foreign investors in connection with the purchase of U.S. real property.
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Represented various clients in connection with California and/or Federal tax audits and appeals.
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Advised various clients regarding tax implications of various executive compensation plans (including the Section 409A implications thereof).
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Counseled large real estate developer regarding the various tax and other legal implications of a business restructuring, which included contemporaneous partnership distributions, partnership contributions, reverse Section 1031 like-kind exchanges and Section 708(b)(2) consolidations and divisions of numerous tax partnerships with an aggregate value in excess of $500,000,000.
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Structured disposition of approximately $35,000,000 worth of marketable securities by a family investment partnership in order to avoid the Section 731(c) rules regarding distributions of marketable securities and the S Corporation built-in gains tax with respect to the distributive share of one of the partners that was an S Corporation.
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Handled one of the largest ever New York City residency audits for an ultra-high-net-worth individual (profiled in the Wall Street Journal and discussed on CNBC).
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Restructured investment company to minimize family’s aggregate tax liability and avoid Section 382 NOL limitations.
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Drafted tax opinion in connection with $50,000,000 historic rehabilitation tax credit equity investment (total construction expenditures in excess of $300,000,000).
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Counseled corporate client on various tax issues arising in connection with the purchase of $400,000,000 corporation.
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Advised U.S. taxpayer regarding the tax implications of the sale of her foreign corporation to a foreign family member.
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Researched and drafted memoranda regarding implications of potential passage of carried interest legislation.
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Advised client regarding tax implications of simultaneous corporate consolidation and initial public offering.
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Counseled successful expatriate regarding the Subpart F (international income tax) implications of the sale of a majority interest in his foreign corporation.
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Researched and drafted memoranda for successful fund manager regarding structuring an offshore hedge fund, including extensive analysis of the taxation of Passive Foreign Investment Companies.
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Advised numerous clients regarding the tax consequences of various cross-border investments and divestitures.
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