International Tax Practice at Morris, Manning & Martin focuses on advising clients about the U.S. tax issues associated with the formation, operation, acquisition and sale of U.S. and multinational businesses. The International Tax Practice works as a team with other practices and without clients to implement tax efficient operating structures and business transactions in a global environment.

What We Can Do

The Practice’s international tax lawyers provide comprehensive U.S. tax advice for U.S. companies expanding and operating overseas, including analyzing U.S. tax consequences associated with cross-border licensing, and sale of intellectual property, implementing international operating structures negotiating and structuring international joint ventures, and providing advice related to the taxation of U.S. citizens working abroad. The Practice regularly assists international companies with U.S. tax planning related to expansion or operations within the U.S., whether through licensing or sales, operation of a U.S. subsidiary company, or the acquisition of U.S. companies or U.S. real estate. The Practice frequently provides advice regarding tax efficient methods for the use of international tax treaties to minimize worldwide taxation, strategies for the repatriation of profits either to or from the U.S. and general assistance with all U.S. federal and state tax matters. Finally, the Practice’s international tax lawyers also provide U.S. tax planning for offshore trusts and international hedge funds.

Representative Transactions

• UBTI minimization and controlled foreign corporation (CFC) tax planning in connection with $675 million mezzanine financing secured by U.S. and non-U.S. real estate.
• Tax advice and representation of German and Dutch investors with respect to investments in U.S. real estate funds and developments in excess of $200 million.
• Lead corporate counsel in a $120 million sale of a UK joint venture serving as exclusive provider of triage software for the UK National Healthcare System.
• Rendering of tax advice, supervision of diligence, and drafting of transaction documents for a $30 million sale of an  Atlanta software company with 10 international subsidiaries to California-based acquiror.
• Review and recommend a tax efficient U.S. structure for structuring and implementing a $20 million fund for German investors to acquire U.S. real estate.
• Advise a U.S. based privately held company regarding the U.S. tax issues associated with establishing a $10 million fund for Dutch investors to acquire U.S. real estate, and recommend effective repatriation strategies with respect to proceeds from sale of the U.S. real property while coordinating with Dutch tax consequences to minimize both U.S. and Dutch income taxation.
• Negotiation and creation of internationally-owned limited liability companies to facilitate Japanese ownership and development of U.S. real estate.
• Provide advice regarding U.S. tax issues associated with the sale of a U.S. software and logistics company to a Canadian-based publicly held corporation.
• Advise a Canadian based privately held company regarding U.S. tax issues associated with the license of point of sale software to customers located throughout the U.S.
• Provide advice regarding whether a New Zealand-based company’s software installation activities in the U.S. creates U.S. tax obligations under U.S.-New Zealand Income Tax Treaty and prepare a user-friendly checklist of permissible business activities for sale and software personnel to follow while working within the U.S.
• Formation of offshore captive insurance companies to insure industry trade groups or similar associations and achieve cost savings for the group.
• Advisory counsel delivering a tax opinion in a tax-deferred, cross-border “C” reorganization of an SEC registered insurer acquired by a major insurance company.
• Special counsel to a real estate company on tax implications of establishing a domestic captive to insure high profile buildings in New York’s Times Square.
• Special counsel to an Irish financial planning firm, providing tax advice and cross-border treaty planning for privately held companies.
• Review of business operations of a large, privately held company with several controlled foreign corporations.  Recommended changes in operations to reduce U.S. taxation of foreign source income.
• Evaluation of U.S., German, and Dutch Tax Treaties regarding implementation of tax-efficient organizational structures for investment in U.S. real estate.
• Advisory counsel to public and private companies on all aspects of international taxation, focusing on tax treaty planning, minimizing world-wide tax costs, reduction of U.S. and foreign withholding taxes, offshore and domestic insurance company structures, and royalty planning.
• Lead corporate counsel for various multi-million dollar U.S., UK, Canadian, and South African acquisitions and venture capital investments, drafting transaction documents to successful negotiation and close.
• Evaluation of federal income tax considerations and optimal tax structures for U.S. and international acquisitions, tax-deferred reorganizations, tax-deferred spin-offs, tax provision drafts, and preparation of tax opinions for public and private company transactions.
• Advise and negotiate a U.K. joint venture to provide triage software to the National Healthcare System in the U.K.
• Review and recommend a tax efficient U.S. structure for structuring and implementing a $20 million fund for German