Transactional Tax

Tax issues can play a major role in the successful negotiation and closure of any business transaction. We help clients identify, structure, and implement tax solutions with respect to all types of business transactions, including mergers, acquisitions, divestitures, corporate divisions, joint ventures and strategic alliances.

We have particularly strong experience representing private equity funds in tax matters. Our assistance includes structuring of acquisition financing, avoidance of unrelated business taxable income and effectively connected income, avoidance/minimization of phantom income, planning to achieve capital gains treatment, and structuring to permit tax-efficient leveraged recapitalizations. We regularly work with attorneys and tax advisors around the world in structuring global private equity funds and transactions. We also assist private equity funds with post-closing tax planning, including recapitalizations and U.S. taxability of distributions, and for post-closing advice. We liaise with our client’s return preparers to explain how transactions should be treated for tax purposes, and often work with portfolio companies to provide ongoing tax advice and project work.

We also have deep experience in cross-border transaction structuring and planning. We help our clients navigate the complexities for both inbound and outbound tax issues. We also have extensive experience in preparing earnings and profits (E&P) calculations from beginning to end, to determine the taxability of repatriation strategies and the potential tax credits that may accompany those repatriations.