Representative Tax Planning and Controversies Matters

• Provided taxpayer advice on tax reporting responsibilities and implementing a business reorganization plan to simplify U.S. tax reporting issues for an offshore business enterprise and evaluating strategies to reduce taxpayer’s current U.S. tax liabilities.

• Defended volunteer charity board member from being held responsible for unpaid employment tax assessments stemming from Executive Director’s actions.

• Successfully defended a family-owned manufacturing and real estate business based in Hawaii and Texas, negotiating and settling income tax issues raised during audit and avoiding potential gift tax assessments.

• Represented taxpayer in IRS audit involving allegations of failure to file accurate returns and report income.

• Represented multi-generational family with strategic reorganization of operating business and real estate investments allowing younger family members involved in the business to assume operating roles in specific businesses with oversight working toward the goal of eventually taking operational control, while other family members not actively involved in the family business were guaranteed a financial stake in the business and investments.

• Represented buyers or sellers in the sale of assets or equity in closely held business, including negotiating the letter of intent, negotiating representations and warranties, drafting the purchase or sales agreement, addressing securitization issues, transferring the assets or equity, and closing the deal.

• Assisted clients in choosing the correct business entity for their start up, drafted and filed entity formation documents, and documented governance choices related to critical business choices and operations.

• Prepared and filed written arguments with IRS Appeals protesting an auditor’s denial of a charitable deduction by taxpayer who gifted stock in a closely held business to charity. IRS Appeals reversed the auditor’s denial of a charitable deduction in favor of the taxpayer without a hearing solely based upon the written protest filed on behalf of the taxpayer.

• Provided IRS practice advice and counsel to an international insurance conglomerate with a significant U.S. presence experiencing a problemed U.S. federal income tax audit In New York arising out of a large tax refund claim filed by its U.S. subsidiary. Assisted in responding appropriately to a combative situation involving an IRS Large Business and International audit team requests for information and unsubstantiated allegations.

• Provided tax advice to real estate investor in Texas involving unwinding several real estate partnerships with unrelated investor partners thorough the tax free like-kind exchange of the partnerships’ investment properties for previously identified replacement investment properties using a reverse deferred “parking” exchange structure to acquire replacement realty prior to the sale of the relinquished property.

• Provided tax advice to equity investors in negotiations with the Fund Sponsor regarding proposed revisions of the partnership agreement affecting the tax treatment of the partners.

• Provided tax advice in connection with the creation of an investment fund to acquire interests in real properties across North America. The fund sought investments from foreign nationals wishing to invest in U.S. and Canadian real estate.

• Provided tax advice to a newly created pooled investment fund focused on the acquisition of interests in real estate operating companies involved in the development of student housing, senior assisted living, modular housing neighborhoods and self-storage facilities.

• Planned and implemented the reorganization of multiple entities to facilitate the tax favored split up of real estate businesses to multiple owners.

• C corporation sale structured so that a percentage of the sales proceeds paid directly to shareholder for personal goodwill avoiding corporate level double tax.

• Planned and implemented tax free conversion of operating S corporation business into a LLC to accommodate buyer of 50% interest in the business who required that the business be operated as an LLC.

• Structured the sale of real property by a partnership to allow one partner to retain an ownership interest in the property through a tax free contribution in exchange for a membership interest in the LLC purchaser while other partners received cash in a taxable sale.

• Provided tax structuring advice to a Texas bank holding company in its merger with and into an out-of-state bank holding company. Consideration for the transaction was a combination of cash and stock.

• Provided tax advice in the recapitalization of a limited partnership formed to acquire royalty and mineral interests. Arranged additional capital from bank loans and soliciting existing members for additional capital contributions to fund the repurchase of limited partnership interests from partners wishing to liquidate their investment.