The Tax Practice at Morris, Manning & Martin develops and implements creative solutions to address the complex tax issues arising from representation of dynamic and entrepreneurial businesses. Our excellent service and skills are evidenced by the practice’s ranking in Chambers USA, a leading legal services ranking publication, since 2004.
Key Services:
- Bankruptcy & Insolvency Tax
- Benefits & Compensation
- Corporate Tax
- Employee Benefits & Executive Compensation
- Employment Tax
- Equity-Based Compensation
- Exempt Organizations
- Federal & State Ruling Requests
- Fund Formation
- International Tax
- Limited Liability Company Tax
- Partnership Tax
- Real Estate Tax
- REITs & Real Estate Funds
- S Corporation Tax
- State Taxation
- Tax Audits & Dispute Resolution
- Tax Controversy & Litigation
- Timberland
- Wealth Planning
Business Tax Issues and Planning
We provide tax guidance across the entire spectrum of our clients’ needs. Because so many of our clients are entrepreneurial businesses, we have developed particular expertise in tax and operational matters involving LLCs, partnerships, S corporations and other flow-through entities. Members of our Tax Practice have served and continue to serve in major policy-making roles in legislative efforts affecting flow-through entities. Our expertise in partnership tax issues gives our clients significant advantages in effective tax planning for investment funds, complex corporate alliances and joint ventures.
Our vibrant client base assures that we regularly address all the key tax issues in corporate acquisitions, dispositions and restructurings. Whether advising on a complex real estate operating company reorganization, putting in place a tax efficient equity based compensation plan, giving a tax opinion on a public merger, analyzing the consequences of the disposition of a subsidiary by a consolidated group in anticipation of an acquisition, structuring an acquisitive 351 transaction, addressing net operating loss carryover issues in an acquisition, providing international tax advice on intellectual property licensing, structuring businesses in anticipation of an IPO to save taxes or advising a troubled company on the tax consequences of renegotiating its debt, our tax knowledge is critical for successful business transactions.
Real Estate Tax Guidance
Because we are a leading real estate firm, we are also a leading firm on tax issues as they affect real estate transactions and real estate companies.
Not only do we routinely address the full panoply of traditional real estate tax planning issues, such as obtaining favorable capital gains treatment for sales of real estate and structuring tax-deferred like-kind exchanges, we also advise and implement cutting edge transactions, such as using subsidiary LLCs and spin-offs of common equity interests to freeze inside built-in gain, representing tax exempt entities in structuring their investments in offshore real estate companies so as to utilize the controlled foreign corporation rules to defer taxes and avoid UBTI, or designing and implementing a tax efficient equity based compensation plan for a real estate operating company.
We also advise our clients on those complex tax and ERISA issues affecting real estate and real estate finance, including avoiding or minimizing unrelated business taxable income, qualifying the investments as real estate operating companies (REOCs) and structuring and implementing private REITS, parallel investment funds and “blocker” corporations to facilitate investments by tax exempt, institutional and non-US investors on a tax efficient basis. Combining our efforts with our colleagues in the Real Estate and Securities Practices, we provide seamless team legal services to our many real estate fund and real estate fund sponsor clients.
Employment, Executive Compensation and Equity Based Compensation Tax Issues
Nothing is more important to the success of a business than attracting, motivating and retaining key management. With proper planning and implementation, clients can achieve these objectives, but lack of proper tax planning can completely stymie this goal.
Because we constantly deal with employment and executive compensation planning issues in our practice, we know from first hand experience the most tax effective compensation structures. We also know of the many traps for the unwary and provide effective advice and implementation to avoid them.
Whether it is structuring a restricted profits interest based equity compensation system for a real estate operating company, designing and implementing a stock option and restricted share plan for a corporate client that is both 409A and 162(m) compliant, bringing non-complying qualified plans into compliance with ERISA rules or addressing 280G “golden parachute” issues in an acquisition, our attorneys can and do navigate the way safely.
Tax Controversy & Litigation
Our goal is to avoid tax disputes, but when these arise, we are ready.
We often work with our clients to avoid potential tax controversies through effective use of state and federal ruling requests. By assisting clients in obtaining favorable rulings from the tax authorities, we avoid unnecessary tax disputes and the associated costs.
But when tax a controversy cannot be avoided, businesses and individual clients have a seasoned advocate for tax audits and disputes with the Internal Revenue Service, state departments of revenue or local taxing authorities. We are always focusing on resolving the matter on the best possible basis at the least cost.
International & Cross-border Transactions
Our international tax lawyers provide comprehensive U.S. tax advice for U.S. companies expanding and operating overseas. Our practice includes analyzing U.S. tax consequences associated with cross-border acquisitions, implementing tax-efficient international operating structures, joint-ventures, cross-border intellectual property transfer, transfer pricing, and advice related to the taxation of U.S. citizens abroad.
Our international tax lawyers regularly assist 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. We frequently provide 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 tax matters. Finally, our international tax lawyers also provide U.S. tax planning for international investment funds and captive insurance companies. With offices in Beijing, China, and Taipei, Taiwan, as well as close relationships with law firms in Brazil, Canada and the UK, Morris, Manning & Martin offers a worldwide legal view, global marketplace connections, and comprehensive counseling excellence to international tax clients.
Tax-Exempt Organizations
Exempt organizations operate under and are governed by complicated tax laws, especially on the federal level. Our lawyers have extensive experience forming and organizing tax-exempt organizations and obtaining federal and state tax-exempt status. We also provide continuing advice on maintaining and protecting tax-exempt status. This includes the tax consequences of an entity’s operations and activities ranging from sophisticated investment activities to participation in ancillary for-profit subsidiaries, joint ventures, technology transfers, and other activities.
In addition, we advise our exempt organization clients on unrelated business taxable income (UBTI) and unrelated debt financed income (UDFI), counsel them on the prohibitions against private inurement and other improper benefits, and provide guidance with respect to compensation arrangements and other potential excess benefit transactions. Our lawyers also know and advise on private foundation rules, including annual distribution requirements and the rules on grant making, as well as the prohibitions against self-dealing, excess business holdings, and taxable expenditures.
