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Taxation

Tax regulation in almost all jurisdictions continues to become more extensive and complex.  At the US Federal and State levels, tax policy continues to reflect concerns over budget deficits and corporate governance, resulting in frequent changes in the law, more restrictive legislation, and heightened audit activity.  Whether of the magnitude of a public company’s decision to reincorporate in a foreign jurisdiction, or of a closely-held company’s reporting position on a sales tax return, events of recent years have proven that taxpayers may expect greater scrutiny of their transactions.

This environment places a premium on advance planning, evaluation of the substance of a transaction, and responsiveness to changes in legal and economic factors.  Berger Singerman’s tax and wealth preservation and estate planning practice provides a full array of services in developing solutions to difficult tax issues.  The information below provides greater detail on the tax services we provide to corporate and individual clients:

  • Corporate acquisitions and transactions
  • Closely-held businesses
  • International transactions
  • State and local taxation
  • Compensation planning
  • Bankruptcy taxation
  • Tax controversies
  • Exempt organizations

Berger Singerman’s Tax Practice Team consists of highly experienced attorneys who are committed to assisting clients accomplish their business objectives in the most tax efficient manner.  We represent privately held and publicly traded businesses in addressing the tax effect of domestic and international transactions. 

Corporate Tax

A significant portion of our Tax Practice consists of analyzing and structuring new business ventures, purchase and sale transactions, mergers and acquisitions, reorganizations and other business combinations, capitalizations, and buyouts.  Our tax attorneys work closely with our corporate law and mergers and acquisitions practice to provide responsive and value-added planning.

Our attorneys have substantial experience in implementing acquisitions and sales, financing transactions, and partnership and joint venture agreements.  We work with clients in a wide array of industries, including real estate development, telecommunication services, manufacturing and distribution, consumer products, employee staffing, and professional services. 

Our attorneys also provide consultation and opinions on sophisticated issues in reorganizations, business trusts, business expense deductions, environmental remediation expenses, research and development expenses, and tax accounting issues. 

Closely-Held Businesses

Our attorneys have substantial experience in structuring partnership and joint venture agreements for a wide range of business and investment transactions.  Our scope of work encompasses all aspects of partnership and S corporation taxation from choice-of-legal entity, formation, purchase and sale transactions, merger and other restructurings, and dissolution.

With respect to real estate ventures, our attorneys provide counsel in connection with purchase, ownership, financing, and sale transactions.  We have worked extensively with clients in effectuating like-kind exchanges and in addressing the income tax consequences of condemnation of property. 

In the closely-held setting, tax planning for the business frequently coincides with planning for the individual owners.  We are mindful of opportunities in this context and seek to exploit synergies between corporate and individual objectives.  Our attorneys have designed and implemented leading strategies for the investment by individuals and qualified taxpayers in joint ventures.

International Transactions

Our Tax Practice Team advises clients on multinational transactions and operations both inbound to and outbound from the U.S.  Examples of our consultation in this area include the following:

  • Structuring foreign acquisition of US businesses and foreign investment in U.S. real property
  • Structuring foreign investment and holding companies for the acquisition of assets outside the U.S.
  • Designing and implementing structures for the ownership and exploitation of intangible assets on a global basis
  • Documenting transfer prices for the sale or usage of tangible and intangible property between affiliates
  • Designing organizational structures for U.S. taxpayers doing business abroad.

With respect to inbound transactions, advance planning is of paramount importance.  We are able to assist many non-U.S. based businesses in designing their U.S. organizational structures in order to minimize nexus and U.S.-source income.

With respect to outbound transactions, our attorneys have substantial experience in assisting U.S. exporters and in establishing organizational structures for the sale and distribution of products globally.

State and Local Taxation

State and local taxation has become and most likely will remain a significant area of compliance and planning for companies doing business on a multi-state basis.  As economies have expanded and ecommerce has grown, Federal constitutional limitations on the States’ taxing jurisdiction over  multi-state businesses have been lessened through a series of judicial decisions.

Our attorneys are thoroughly versed on the constitutional issues which are inherent in many income and other tax assessments at the State and local level.  We represent clients in addressing constitutional issues as to nexus for income and sales and use tax purposes, proper application of apportionment statutes, the permissibility of State transfer pricing statutes, the validity of State administrative regulations, and related topics.

We also represent clients in designing and implementing organizational structures in an efficient manner for State income tax apportionment purposes, and in reviewing and improving sales tax compliance positions. 

We have successfully represented multistate taxpayers in income tax controversies with the States of Florida, New York, New Jersey, Illinois, Michigan, and other jurisdictions.

Compensation Planning

Our Tax Practice Team works closely with clients in designing and implementing both qualified and non-qualified executive and management compensation plans.  Our attorneys have designed innovative plans to maximize the utility of deferred compensation in light of the multiple purposes which such plans serve, and to align same with the fundamental business objectives of the employer. 

Particularly with respect to closely-held companies, the proper design and implementation of qualified retirement plans may serve corporate-level goals while enhancing the participant’s overall estate plan.

Restructurings and Bankruptcy Taxation

Berger Singerman is recognized not only in Florida but also nationally for the quality of its representation of clients in reorganization and bankruptcy matters.  Our Tax Practice Team works alongside our Bankruptcy and Reorganization Team in addressing the income tax and other tax implications which arise in the context of debt restructuring and insolvency, seeking to maximize the usage of net operating losses of closely-held companies before the filing of a bankruptcy petition, to minimize cancellation of indebtedness income, and to utilize and preserve a debtor corporation’s operating losses and other tax attributes. 

Tax Controversies

Our attorneys represent clients at all stages of Federal and State tax controversies.  Our services include the analysis of assessments, representation in administrative protests, and tax litigation. 

In State tax disputes, the issue of choice-of-forum has particular importance.  Administrative agencies as trial-level arbiters do not have the legal authority to rule upon Federal constitutional issues.  It is crucial to evaluate and determine a taxpayer’s full extent of causes of action at the outset of an assessment and thus to determine the most appropriate forum in which to proceed.  Our attorneys’ extensive experience in substance state and local taxation has added material value to numerous cases in structuring and effectuating defenses to assessments.

We also represent both corporate and individual clients in seeking to settle tax liabilities administratively through installment arrangements and the offer-in-compromise process.

Exempt Organizations

Our attorneys represent multiple clients and tax-exempt organizations with respect to the selection and structure of exempt entities, applications for exempt status, maintenance of public charity status, planning and treatment of transactions in light of the unrelated business income tax, and prohibited transactions.  We also work with tax-exempt organizations on the income tax effect of investments in joint ventures and other entities.

Wealth Preservation and Tax Planning Team Newsletters: