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Tax Planning and Controversies

Running a profitable business requires successful tax planning and the right counsel at your side. Our tax planning team led by Dan Baucum is well versed in business purchases, sales, start-ups and split-ups as well as other tax issues that arise.    And when tax disputes arise, our team fights hard to identify significant issues and develop strategies that lead to success.


Tax Planning

FBFK’s Tax Team offers comprehensive knowledge and in-depth experience as tax counsel in business purchases, sales, reorganizations, start-ups and split-ups. We can assist you with choosing the right business structure for your domestic and international businesses as well as with investments where taxes are an integral part of the transaction. Our attorneys have decades of experience in both government and private practice and are experts at tax planning related to LLCs, limited partnerships, S corporations, and other business entities including C corporations. Our team provides innovative tax solutions to your business and investment challenges in line with your goals. For closely held business owners, the FBFK team also seamlessly combines tax structuring with asset and estate preservation and planning.


Tax Controversies

FBFK’s Tax Team is by your side when facing high-stakes audits or tax appeals of an unfavorable audit. The FBFK team brings with them a thorough understanding of both IRS practice and federal tax issues that can arise during IRS audits and appeals. Our attorneys have significant IRS Chief Counsel experience representing clients in requesting IRS private letter rulings for complex federal tax issues and inadvertently terminated tax elections. Whether engaged at the beginning of a tax controversy, or called in after other attempts have failed, the FBFK team fights hard to identify significant issues and develop strategies to achieve the client’s objectives. They work to negotiate a resolution at the administrative level to avoid the additional cost and distraction that can accompany tax litigation. If litigation is inevitable, the FBFK team has the experience and know-how to position the matter for litigation and present the case to achieve the best result.


Practice Areas

The breadth of our capabilities and experience in business and transactional tax matters includes:


  • Tax free acquisitive reorganizations
  • Tax free dispositive reorganizations
  • Structured taxable acquisitions and divestitures, including Section 336(e) and Section 338 transactions
  • Tax free spin-offs, split-offs and split-ups
  • Corporate formations, joint ventures and liquidations
  • Financings and recapitalizations
  • Net operating loss limitations
  • Section 1202 transactions
  • S Corporation transactions and planning


  • Non-qualified stock option (NSO) plans
  • Restricted stock plans
  • Stock appreciation rights (SARs) and phantom equity plans
  • Carried interest and other “profit interest” or “promote” structures
  • Cash bonus plans
  • Section 409A compliance


  • Tax free formations, redemptions and liquidations
  • Tax-free “roll-over” transactions
  • Structured taxable interest and asset acquisitions and divestitures
  • Leveraged recapitalizations
  • Mergers and divisions
  • Disregarded entity transactions and planning
  • Negotiating and drafting Partnership and LLC agreements
  • Special allocations


  • Choice of entity planning
  • Partnership agreements
  • Limited liability company (LLC) agreements
  • Buy-sell agreements
  • Installment sales
  • Personal goodwill dispositions
  • Private Letter Rulings
  • Bankruptcy and workout tax matters
  • Inbound and outbound transactions
  • Opportunity Zones


  • Tax free “like kind” exchange; or Section 1031 transactions
  • Capital gains planning
  • Carried interest or “promote” structures
  • Choice of entity planning
  • Acquisitions and divestitures


  • Income/franchise
  • Sales and use


  • Formation, qualification and operation of tax-exempt organizations under Section 501(c)
  • Prohibited transactions
  • State and local tax exemptions

Our Tax Planning and Controversies Team

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