Reinsurance / Program Insurance

Whether the transaction involves assumption reinsurance incidental to an acquisition, fronting for regulatory compliance reasons or treaty reinsurance to flatten loss patterns Spencer Legal can provide experienced counsel needed to allow clients to move forward quickly and confidently.

We shine when helping clients implement innovative ideas through program insurance.

Often called the “silent partner” to insurance companies, reinsurance is a specialized practice area that contemplates often complex forms of risk transfer above the primary or policy level.  We stand ready to help with drafting contracts, handling claims and compliance for various reinsurance structures including pro-rata, excess of loss, program, finite, facultative and retrocession.  We can operate in all lines of coverage from Property and Casualty, Accident and Health, Surety, Marine, Specialty and Life. We will draft the contracts needed to effect your risk transfer purpose including ancillary agreements such as letters of credit and trust agreements.

Program business – including unbundled services – is where much creativity takes place in the insurance sector. Spencer Legal can establish risk-bearing facilities – including underwriting management and claims administration agreements – that respond to the demands of clients who think outside of the box.

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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.

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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