Morris Manning & Martin, LLP


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.


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 policymaking 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-U.S. 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 firsthand 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 a tax 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.


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

Areas of Focus

Benefits & Compensation

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Human resources today involves a complex set of laws and regulations. In our Benefits & Compensation Practice, intricate rules are navigated and legal issues are resolved daily for business clients.

Human Resources Support

Your human resources goals and objectives are met through our advisory and compliance services. Whether that means drafting employment contracts or structuring an executive compensation package, our lawyers provide a veteran resource to keep your firm protected and in compliance with constantly changing federal and state laws and regulations. We regularly guide client companies through complex corporate transactions. We monitor the current trends in benefits and compensation and work with our clients on a daily basis to plan and implement effective and innovative compensation arrangements.

Litigation and Regulatory Results

Our lawyers regularly represent clients in administrative matters before the U.S. Department of Labor, the Pension Benefit Guaranty Corporation, the Internal Revenue Service and other federal and state governmental agencies. We handle cutting-edge litigation involving benefits issues, such as defined contribution healthcare for employers seeking to cut costs, and merger and acquisition issues with professional employer organizations. Senior management and human resources professionals draw on our extensive experience with ERISA and other relevant laws for solutions to a host of benefits and compensation matters.

Interdisciplinary Excellence

Members of the Benefits & Compensation practice work closely and efficiently with members of the Employment practice with respect to employment agreements, executive contracts, and severance and separation release agreements to ensure our clients' needs are met. Employee benefits and compensation matters involve a wide range of legal intricacies, including federal and state securities, tax, healthcare, labor and insurance issues, as well as federal and state disability, age, race, sex and other nondiscrimination laws. We call on our skilled lawyers from these disciplines to work together to resolve our clients’ employee benefits issues as they arise. At Morris, Manning & Martin, we have the range of experience necessary to address all types of compensation matters, regardless of the size or the issues involved. We deploy these broad resources wisely, efficiently providing the most relevant legal expertise to each client’s particular need. Whether a Main Street business or a Fortune 50 multinational firm, clients trust the Benefits & Compensation group to deliver human resource counseling excellence.

Key Services:

  • Benefits for Governmental and Tax-Exempt Entities
  • Bonus & Supplemental Compensation
  • Dispute Resolution
  • Employment Contracts & Executive Compensation
  • Governmental Audits, Assessments & Administrative Appeals
  • Leased Employees, Independent Contractor & PEO Arrangements
  • Non-Qualified Deferred Compensation and Section 409A
  • Pension & Welfare Benefits - Design, Administration & Taxation
  • Planning & Design of Pension & Welfare Benefit Programs
  • Stock Options, Restricted Stock, Stock Appreciation Rights, Restricted Stock Units & Other Equity-Based Compensation
  • Taxation of Benefits & Compensation Plans

Exempt Organizations

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Morris, Manning & Martin, LLP, provides a wide range of legal services to nonprofits and other exempt organizations. The collective expertise of our Exempt Organizations Practice group includes decades of experience in all practice areas, including tax, corporate governance, intellectual property, employment, real estate, healthcare, and environmental law. We serve as strategic consultants to our exempt organization clients and approach each matter with a well-rounded perspective, allowing us to provide inventive, cost-effective and creative solutions to your legal needs.

Attorneys in our Exempt Organizations Practice group are drawn from numerous disciplines. Through our flexible interdisciplinary approach, we can structure comprehensive legal solutions that address the issues you face as an exempt or nonprofit organization, from the everyday to the unique.

Business Transactions

We are prepared to handle every type of business matter your exempt organization may encounter, from tax issues, intellectual property protections and technology licenses, employee benefits, healthcare, and commercial lending to dispute resolution, real estate transactions and corporate governance. In recent years, exempt organizations have trended towards for-profit and entrepreneurial activities, increasing the number and complexity of their business transactions. Many exempt organizations are building consolidated entities that are affiliated, exempt and taxable. Our attorneys advise new or evolving organizations on the benefits of various types of business entities, and we counsel clients on handling the intricate relationships involved with governing boards. We have extensive experience helping clients structure effective corporate governance and financial safeguards, and regularly negotiate and document transactions, implement tax efficient business arrangements, and develop, negotiate and execute joint ventures and other business relationships.


Exempt organizations operate under and are governed by complicated tax laws, especially on the federal level. Our attorneys have extensive experience forming and organizing tax-exempt organizations and obtaining federal and state exempt status. Once secured, we 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 attorneys are very familiar with private foundations, including annual distribution requirements and the rules on grant making, as well as the prohibitions against self-dealing, excess business holdings, and taxable expenditures.

Charitable and Planned Giving

We regularly advise clients on issues relating to charitable gifts and planned giving, including conservation easements and other partial interest gifts, charitable trusts, and gifts of business interests of various types. We design both complex and simple gift structures.

We work with our exempt organization clients to counsel them on rules governing charitable solicitation, including federal tax requirements and state solicitation statutes. We also frequently advise on the special regulations regarding professional fundraisers and charitable sales promotions, including the intricate rules governing raffles, sweepstakes, and auctions.

Healthcare Organizations

Our attorneys represent all types of exempt organizations in or connected with the healthcare industry, including hospitals and healthcare systems, skilled nursing facilities, health claims insurance processors, practice management service providers, assisted living facilities, ambulatory surgery centers, and diagnostic imaging centers. The breadth of our Healthcare Practice allows us to anticipate and address concerns faced by nonprofit and exempt entities throughout the healthcare industry.


We understand that effective management of human resources allows your exempt organization to better achieve its objectives. Our pragmatic approach, combined with our knowledge of best practices, allows us to advise clients on a wide range of employment matters, from hiring and termination to compensation planning and executive benefits. Our attorneys regularly present seminars to help train and educate employees. Further, we are well experienced in defending our clients in employment-related claims through mediation, arbitration and/or litigation.

Litigation and Dispute Resolution

Our litigators are experienced in all alternative methods of dispute resolution. Our attorneys serve as pragmatic counselors as well as skilled advocates. We seek to avoid litigation whenever possible, but will not hesitate to take the matter to court when circumstances warrant. We support the process that best fits your ultimate goals, and fully inform you of the benefits accorded with each available option for resolution. Whether in court, in arbitration, in mediation, or in the boardroom, our solutions resolve difficult issues so you can focus on the goals of your organization.

Real Estate

Exempt organization clients need counsel with respect to buying or selling real property as well as leasing or subleasing space. Our Real Estate attorneys provide such counsel from the early stages of negotiation through closing. Where appropriate, we counsel exempt organization clients on environmental laws regarding real property and any related tax concerns when creating investment structures or overseeing real estate transactions.

Intellectual Property

Protection of intellectual property is more vital today for nonprofit organizations than ever before. Some of our exempt organization clients regard their trademarks and other intellectual property as their most valuable assets because name recognition is increasingly important in today’s hyper-competitive fundraising markets. Our attorneys counsel clients in the application and protection of their patents, trademarks and copyrights to ensure that the exempt entity’s uniqueness and innovation are enabled and preserved. We regularly research and register trademarks for exempt organizations and prepare “work for hire” and “technology transfer” agreements. We resolve trademark disputes, through litigation when necessary, and advise clients on avoidance of infringement claims both in general matters and in connection with their Web sites.

State Taxation

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The interplay of tax laws in state and local jurisdictions can create complex business tax problems. The State Taxation Practice at Morris, Manning & Martin provides a cohesive tax approach to keep client businesses on track.

Maximizing Tax Law Benefits

By focusing on its state tax posture, a business avoids the risk of unexpected and unnecessary tax exposure that could reduce cash flow, lower margins, reduce profitability, impact earnings per share or decrease competitiveness. Our Tax team tackles issues such as recovery, credits and incentives to help our clients maximize tax benefits. Retroactive tax recovery can create significant refund opportunities, and we help clients navigate the complex, federal and state tax laws and administrative policies to identify possible refunds. Many economic development authorities have created tax credits and non-tax incentives. Our clients profit from our experience as we identify incentives based on such qualifying factors as relocation, capital investment, job growth, income growth, environmental activities, R&D costs or human resource practices.

Authoritative Representation

Lawyers in our State Taxation Practice are aggressive advocates, pursuing prompt resolution to tax controversies and obtaining letter rulings that allow our clients to focus on their business. Most state tax audits, contested refunds, and other tax controversies are won or lost at the administrative level. Our experienced lawyers push for resolution at all levels of administrative review, from audit defense, informal conferences with revenue officials and administrative appeals to trial and appellate court litigation. We leverage relationships with key officials to obtain letter rulings and beneficial prospective tax agreements for clients. By defining the tax situation for such complex issues as alternative apportionment formulas or gross receipt sourcing positions, we help you make smart business decisions.

Focus on Your Objectives

Through strategic tax planning, advice on mergers and acquisitions, and navigating flow-through and disregarded entities, our team focuses on your success. We formulate innovative state tax planning driven by your overall business strategy, not just tax considerations. Optimizing a business’s legal, operational and capital structure for state tax considerations means increased cash flow, profitability and competitiveness. For reorganizations, we perform due diligence on tax considerations to ensure statutory compliance, complete understanding of tax liabilities and minimal state tax burdens. Further, we are leaders on issues associated with the use of flow-through and disregarded entities, including LLCs, partnerships, business trusts, and S corporations. To truly ensure comprehensive attention to the diverse state tax issues you face, engage the counseling excellence of the Tax team at Morris, Manning & Martin.

Key Services:

  • Breach of contract
  • Confidentiality & noncompete agreements
  • Copyright infringement
  • Deceptive trade practices
  • Patent infringement
  • Tortious interference
  • Trade secrets
  • Trademark infringement
  • Unfair competition

Wealth Planning

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Each client brings unique needs and concerns to Morris, Manning & Martin’s Wealth Planning Practice. We develop and implement strategies specially designed for those unique needs based upon each client’s personal, family, and economic circumstances.

Perhaps more than any other area of law, wealth planning requires truly personal legal services. Every client is unique. High-net-worth individuals need sophisticated income, estate and gift tax advice. Young couples may need direction in building a college fund or providing for their children in the event of a tragedy. Older clients often seek our guidance on retirement concerns and healthcare needs. Surviving family members seek advice after a loved one’s death. Our Wealth Planning lawyers assess each particular need and craft solutions that are tailored to those needs. Whether implementing a will, structuring trusts, or counseling on gift tax law, we help navigate the most complex estate concerns. We form limited partnerships for the ownership and operation of family businesses and financial assets. We also provide advice in funding charitable gifts, bequests and foundations. We will be there for spouses and children who need assistance regarding a descendant’s estate. Further, if spouses and heirs are named as parties to fiduciary litigation, we will be there to assist as counsel so that they will approach the court with an experienced legal team at their side.

Estate Administration

Morris, Manning & Martin’s Wealth Planning team represents executors, trustees, and administrators in the entire process of the probate of wills and the administration of estates. We advise these representatives of the responsibilities of their appointment and ensure that all assets have been properly transferred, including any issues that might arise, and will do so efficiently as to preserve the assets of the beneficiaries. We have proven experience in managing the legal issues that arise during the administration of an estate. We have helped countless clients with probating wills; protecting and distributing assets; inventorying and managing the assets; identifying taxes, debts and expenses; and preparing all required state and federal estate tax returns, as well as county probate court filings. We can easily provide complete services to the executor and administer the entire estate, or provide advice and/or services as requested and needed by the executor.

Asset Preservation

Many clients worry about protecting and preserving accumulated wealth, as well as taking care of future generations. Therefore, in addition to providing assistance with passing wealth to future generations, we also advise clients how to protect their wealth in today’s litigious society.

Collaborative Process

We work with other professional advisors, including accountants, insurance agents, financial consultants and valuation experts, to ensure a coordinated approach that accomplishes our clients’ objectives. When appropriate, our Wealth Planning lawyers also enlist the support of other practice areas of the firm to structure sales, mergers and acquisitions, gifts, compensation, and other transactions in a manner that minimizes taxes on income, gifts and estates. At Morris, Manning & Martin, wealth planning is about combining your needs with our legal experience and counseling to create a legacy for you and your family.

Key Services:

  • Asset protection
  • Estate administration
  • Family partnerships
  • Fiduciary litigation
  • Generation skipping
  • Income, estate & gift tax
  • Powers of attorney
  • Tax planning
  • Trusts
  • Wills