Investment and Business Entities

• Advised on the structuring and tax implications of, and drafted implementing documentation for, the domestication and consolidation of non-U.S. corporations owning substantially appreciated U.S. real estate interests.
• Advised regarding the U.S. tax implications of corporate reorganization among a privately held affiliated group of U.S. and non-U.S. companies
• Provided advice on the tax implications and undertook the restructuring of significant debt within an affiliated group of companies, including modification to reflect current market terms, cancellation of debt issues and interest deductions.
• Advised regarding consolidated tax liability issues in relation to competing claims for entitlement to U.S. federal income tax refunds following bankruptcy.
• Advised in connection with formation and marketing of “master-feeder” hedge funds with onshore and offshore components and other investment and private equity funds, including structuring, entity documentation and offering disclosure regarding the tax implications to the funds and investors.
• Structured the U.S. and non-U.S. operations of U.S. and non-U.S. owned entities and their affiliates in connection with their worldwide sales and licensing operations relating to high-value items.
• Structured and advised in connection with and assisted in the negotiation of the terms of complex partnership provisions in relation to the conduct of various securities trading strategies.
• Structured and advised in connection with and assisted in the negotiation and drafting of partnership agreements in the investment and media industries, including matters relating to carried interest, deferred management fees, compensatory issuance of interests, including options/warrants, allocation of profits and related capital account issues.
• Advised in connection with the formation, tax implications and operational provisions of real estate investment funds.
• Advised regarding and implemented the sale of a company holding valuable art assets and involving contingent pricing adjustments.
• Structured and advised regarding formation and operation of a social and networking club LLC involving complex profit sharing arrangements dependent on nature of income and level of members’ involvement.
• Provided structuring and tax advice for a joint venture involving the manufacture of new technology products having both commercial and direct consumer applications.
• Advised a real estate partnership and principals regarding qualified rental activity and passive activity.
• Advised investment entities and stakeholders on various issues relating to deductibility of interest payments including matters with portfolios of tax-exempt securities, payments to related persons and excess interest payments.