Practice Areas & Industries: Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

Practice/Industry Group Overview

IN-DEPTH FEDERAL AND STATE

TAX KNOWLEDGE.

MULTI-STATE PRESENCE.

With attorneys on the ground in 5 south-central states and Washington, D.C., Baker Donelson provides comprehensive state and federal tax advice.

Baker Donelson's Tax Department is comprised of attorneys located throughout the Firm's offices in the states of Alabama, Mississippi, Louisiana, and Tennessee, as well as in Washington, D.C. These attorneys practice in a broad range of tax matters, including income tax planning, estate planning, business tax planning, tax-exempt organizations work, state and local tax issues, and federal and state tax disputes. Baker Donelson tax attorneys have extensive knowledge of and experience with the intricacies of the state tax codes of Alabama, Georgia, Mississippi, Louisiana, and Tennessee and can readily provide comprehensive tax services to clients whose businesses are affected by taxes in those, as well as other states.

Services Available

Business Planning, Mergers and Acquisitions

The Tax Department assists clients at every stage of their business life cycle, from the formation of the business entity to the company's operations and growth strategies, including acquisitions, mergers and reorganizations. At the beginning of the life cycle, Tax Department attorneys are able to assist business clients in choice and formation of the most appropriate business entity for their particular business and tax needs. Clients are advised on the relative advantages and disadvantages of using a partnership, limited partnership, limited liability company, corporation, or S corporation, and the most advantageous state in which to form the business entity. On the operational side, clients regularly consult with members of the Tax Department about operational matters such as employment agreements, non-compete agreements, deferred compensation agreements, stock options, accounting methods and retirement plans.

During the growth stage of a client's business, attorneys assist clients as they plan for acquisitions and mergers. The Firm has considerable experience in sophisticated acquisition techniques, including tax-favored acquisitive reorganizations, leveraged buy-outs and ESOP acquisitions. In the reorganization of a corporate structure, clients are represented during the divestiture of their subsidiaries or sale of the business. If clients decide to close a particular business venture, we assist in the liquidation and termination of the business. During a sale or acquisition of a business, minimization of the tax is a major goal.

Tax Disputes

Attorneys in the Tax Department represent clients before the Internal Revenue Service and state and local tax authorities in tax controversies. They represent clients in appeals of proposed assessments of federal income, estate or gift taxes before the Appeals Office of the Internal Revenue Service, and in the United States Tax Court and the Federal District Courts.

The Department has extensive experience in tax disputes with the Tennessee and Mississippi Departments of Revenue and handles a large volume of appeals and litigation with the Department.

State and Local Tax

As states and municipalities become more aggressive in their search for additional revenue, businesses realize the need to become proactive in their state tax and local tax planning. Our attorneys provide planning and advisory services, as well as representation in state and local tax disputes for publicly and privately held corporations, partnerships, nonprofit organizations and individuals. In addition, they negotiate with state and local tax officials, obtain tax rulings, represent clients in audit and litigation matters, and represent clients in negotiating for and securing tax and non-tax incentives for new and/or expanding businesses. On the business side of state and local tax planning, clients are represented in sales and dissolutions, tax disputes and controversies in forming and advising tax-advantaged partnerships, dispositions and dissolutions, tax planning for financially troubled companies and structuring real estate transactions.

Representative Tax Matters

• Negotiations on behalf of various clients with the states of Tennessee, Alabama, Louisiana, and Mississippi in regard to tax incentives available through the tax statutes of each state, and negotiations on behalf of clients for non-tax incentives available through state economic development programs.
• Successfully concluded a multi-million dollar Tennessee sales and use tax audit.
• Completed sales and use tax audits in Tennessee, Georgia, Louisiana, Pennsylvania, North Carolina, Texas, Florida, Alabama, Mississippi, and Ohio.
• Represented an architectural metals organization in establishing a business location in East Tennessee and in securing various tax incentives from the Tennessee Department of Revenue and various non-tax incentives from the Department of Economic and Community Development.
• Represented quarry operator taxpayer in severance tax litigation in overturning adverse position asserted by Tennessee Department revenue, where adverse decision would have caused a termination of the business.
• Represented automobile finance/lease companies in contesting application of Tennessee sales tax laws and overturning adverse ruling by department of revenue through enactment of new legislation.
• Represented bottling company in regard to Tennessee franchise and excise tax litigation.
• Represented affiliate companies in contesting nexus asserted by the state of Pennsylvania.
• Represented various clients in regard to completing nexus questionnaires received from various foreign state jurisdictions.
• Represented clients in real and personal property tax disputes, including appraisal and classification disputes in Tennessee and Mississippi.
• Represented a Tennessee bottler in privilege tax audits.
• Represented clients in petitions to waive penalties imposed on Tennessee and Mississippi taxes.
• Represented tax issues relevant to interstate transportation.
• Tax and corporate representation of company in $2 million redemption of hostile investors.
• Represented company in $1 billion proposed assessment of IRS. Settled case for less than $3 million tax paid.
• Represented management in formation of captive insurance companies and alternative risk management vehicles.
• Represented taxpayers in preservation of net operating losses during corporate acquisitions.
• Tax Representation of financial institutions in $500 million credit to insurance acquisition and holding company.
• Represented common carrier client in contesting Tennessee motor fuel taxes.
• Represented numerous and varied public utility clients in contesting property tax valuation and other issues.

Representative Clients

• American Honda Financial
• AmSouth Leasing
• BellSouth Corporation
• Colinx, LLC
• Cracker Barrel Old Country Stores, Inc.
• Edwards & Associates, Inc.
• Exide Corporation
• FedEx Corporation
• First Tennessee Bank
• Franke USA Holding, Inc.
• Howard Baer, Inc.
• Hunter & Lords Visiting Tailors
• Internet Pictures Corporation
• John H. Daniel Clothing Manufacturing Company
• J.R. Hyde, III
• Level 3 Communications Corporation
• Life Care Centers of America, Inc.
• Medical Properties Trust, Inc.
• Piedmont Natural Gas
• Quality Restaurant Concepts
• Rivana Foods, Inc.
• S & M Brands, Inc.
• ServiceMaster
• Star Printing Company
• Superior Industries International, Inc.
• Vining Sparks IBG, Ltd.