Business Investments

The Offices work with small and mid-size businesses who are taking on new equity investors as well as individuals and institutions making investments in small and mid-sized businesses.

We work on all stages, from early discussions through negotiation and drafting of subscription agreements and amended and restated operating agreements (or other formative corporate documents), as well as redemption and sale agreements when investment capital changes are appropriate to the changing needs of the business and/or changing investment profile of the capital source.

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Audit & Appeal

Our role on audit is to be the front-line combatant against the IRS or state revenue authority.

Aggressive positions are taken by the government far too often, including onerous penalties applied by computer systems without any regard for the facts and circumstances.  The Offices work to get a fair resolution and, perhaps most importantly, to keep collection efforts from interfering with your business and your life.

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Estate Planning

Estate and trust planning involves the intricate interplay of legal questions, tax savings and family dynamics.

Very few practice areas are as delicate as this one, and we believe every family planning interaction should be approached thoughtfully and carefully.

We work in planning for estates and family or business trusts with a particular emphasis on tax consequences, as well as drafting and implementation.  The Offices can also handle probate and estate tax filings (federal and state).

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Tax Planning

At a simple level, tax planning is working to reduce your tax bill to the extent possible under the law, and we certainly know how to do that!

In reality, we find that tax planning is a dynamic process involving both tax and real-world considerations and often the tradeoff between the two.  Changing your behavior to minimize your tax bill can be a good tradeoff or a bad one depending on the facts.  Sometimes a small change can make a big difference to your tax bill (especially if done sooner rather than later!) and sometimes it’s better to live your life without the tax tail driving the economic dog.

Our job is to give you a full array of choices and explain the pros and cons of each, pointing out the unusual or easy-to-miss implications to your life and to your taxes, as well as how decisions play out under different future scenarios.  Too many tax lawyers and CPAs stop at the spreadsheet; real life demands far more.

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Real Estate

We work with real estate owners, funds and investors on the tax and non-tax aspects of their homes or investment properties.

Interaction of investment properties with personal income taxes are covered, as well as structuring and implementing like-kind exchanges under section 1031.  The Offices work with a number of real estate funds on intricate income and transfer tax issues on a regular basis.

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The Offices work on a wide variety of contracts, both negotiating and reviewing specific critical contracts and working to establish template contracts for recurring use.

The approach is to encapsulate the “meeting of the minds” clearly and discuss possible unforeseen outcomes and how the contracting parties would want those outcomes to play out.

We are often presented with long over-lawyered contracts by counterparties, and have plenty of experience negotiating that type of contract to ensure no traps lie in the fine print.  Alternatively, we can work to get a quick and effective contract in place with the important provisions in a four page contract rather than a 40-page novella.

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The Offices have been accepting Bitcoin since the first engagement letter was sent in early 2014, and expanded to accept other major cryptocurrencies more recently.

The advent of blockchain-driven currency exchange has raised a fascinating range of questions around domestic and international taxation and we have been front-and-center on those issues.  Of course, our office has meticulously recorded in our tax return every dollar of value received in cryptocurrency, just as we would were we paid in gold, Euros or live hens.

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Entity Formation

Entity formation is the most boring work done at the Offices, but it is important that entities be formed correctly and most of the individuals forming entities on their own are doing it wrong and doing it wrong in a manner that could be exposing them to liability.

One of the primary purposes in new entity formation is often to ensure limited liability for equity owners.  A professor of corporate law once said that in order to cement the limited liability from a legal perspective, one must “sprinkle the corporate pixie dust” on the new corporation.  The “pixie dust” is the corporate formalities—not just filing with the Secretary of State, but adopting By Laws and holding an initial organizational meeting with minutes entered into the corporate books and records.

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Tax Credits

The advent of blockchain-driven currency exchange has raised a fascinating range of questions around domestic and international taxation and we have been front-and-center on those issues. Of course, our office has meticulously recorded in our tax return every dollar of value received in cryptocurrency, just as we would were we paid in gold, Euros or live hens.

Structures such as ‘flip partnership’ structures, leases and numerous bespoke variations can be highly advantageous to entities, developers or owners with tax-advantaged facilities eligible for Congressional tax credits, but lacking the tax capacity to fully utilize the associated benefits.

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International taxation is one of the most complicated sub-specialties in the field.  The Offices have a particular focus in this area, handling businesses and individuals in a variety of situations.

Cross-border investments or financial accounts, moving from one tax jurisdiction to another, businesses expanding their base offshore or expanding from outside the US to domestic activities, inheritance or trust preparation cross-border; all of these factors can lead to a number of reporting requirements or additional taxes if planning is not done early rather than late.

We pride ourselves on three things: our knowledge of international taxation from a US perspective, our network of tax professionals around the world with whom we work, and our ability to plan and explain the best approach to our clients clearly in plain English.

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Return Preparation

Staying “in the trenches”–preparing returns–keeps the Offices sharp. Law knowledge is important, but equally important is understanding where the geography of the answer will lie.

Which line item a dollar amount appears on the return may impact whether the amount “feels” natural in the context of the overall filing. Knowing this feel informs the decision of what positions to take at a deeper level than a simple technical analysis of the Code will offer.

That’s why we continue to perform return preparation, both for entities, businesses and individuals, and continue to enjoy doing this work. Preparation includes federal, all 50 states and locality income taxes. Individuals, corporations, S-Corps, partnerships, trusts & estates—these returns form the nexus between tax structuring and the specific implementation with the IRS or state tax authorities. Many of our clients are non-US citizens who are required to file because of US business investments or physical presence.

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