Investment and Business Entities

We provide strategic tax planning, structuring and tax and related advice to corporations, partnerships, joint ventures and other entities and their management and stakeholders. Our clients include public companies, widely-held private entities and closely-held entities engaged in a wide variety of business operations and development and investment activities. We have represented manufacturers, insurers, real estate and technology developers, investment companies from large hedge funds to family partnerships, entertainment/leisure companies and internet-driven businesses.

We advise corporations and their management on mergers and acquisitions, reorganizations, divestitures and spin-offs. We provide counsel on forming corporate and non-corporate joint ventures, partnerships and limited liability companies, including drafting and negotiating operating documents that properly reflect and protect our clients' interests in such ventures and accurately address allocation of profits and related capital account issues. We advise entities on matters of financing, debt restructuring and modification and recapitalization. We structure and advise on the tax implications of ongoing company operations and business transactions including issues relating to deductions, income characterization and proper reporting. We advise companies and their stakeholders regarding dividends and other distributions, shareholder agreements and co-shareholder/participant buy-outs. We advise businesses and senior executives on employment arrangements, equity participations, non-qualified deferred compensation and royalty arrangements.

We advise on the structure and operation of hedge funds, private equity funds, real estate funds and companies that manage those funds. We provide counsel to funds and their U.S. and non-U.S. investors regarding the tax implications of fund operations and tax withholding and reporting obligations. We advise on tax issues relating to carried interests, deferred management fees and other compensatory issuance of interests. We draft operational documents and provisions for funds with sophisticated and complex income and gain splits. 

We advise on the state and local tax implications of choice of entity and business and investment structures. We advise companies with multi-state operations on state and local income tax matters including issues of sourcing and apportionment. We provide counsel on sales and use tax obligations.