Practice Areas & Industries: Edwards Wildman Palmer LLP

Practice/Industry Group Overview

The Tax Group at Edwards Wildman Palmer LLP assists clients in structuring a wide variety of transactions, including mergers and acquisitions, corporate finance, formation of, or investment in, pass-through entities, including joint ventures, private equity funds, and real estate syndications, all in the context of constantly changing rules in all areas of federal and state taxation. Today, sound "tax planning" is a critical component of a wide variety of business and investment transactions. Almost every business transaction has an array of tax consequences which, if not properly examined and evaluated, could severely undermine the achievement of the non-tax objectives of such transaction. Our goal is to provide the best possible tax results in the most efficient manner.

Services Available

Specialties

The areas of our tax practice include:

• Tax planning for domestic and foreign corporations and their shareholders and investors, including formation, operations, financing, liquidations, and transactional tax planning for taxable and tax-free mergers, acquisitions, and divestitures.
• Tax planning for unincorporated business organizations such as limited liability companies, limited partnerships, and disregarded entities, including structuring allocations, distributions, and capital and profits interests.
• Tax planning for tax-exempt organizations, including formation, obtaining and maintaining tax exemption, unrelated business income, joint ventures, and other transactions with taxable organizations.
• Tax advice to university endowments, pension funds and other tax-exempt organizations concerning unrelated business income and ERISA issues arising in the context of a variety of investments, including private equity and real estate, both directly and through investment funds.
• Real estate syndications, particularly those involving the low-income housing and/or historic rehabilitation tax credits, as well as tax planning for investments in and dispositions of real estate.
• International tax, including tax planning for foreign investment and businesses in the United States and for United States businesses and investors overseas.
• Tax planning for individuals, trusts, and estates.
• State tax planning, including corporate excise tax, special state rules involving taxation of S corporations and business trusts, investment companies, personal income tax, state tax credits and sales and use tax.
• Administrative rulings, tax audits, administrative appeals, and litigation.

Tax Disputes

We also handle adversarial matters with the Internal Revenue Service and, various state tax authorities. Such representation includes all aspects from audit to administrative appeals to tax litigation. With prior experience at the United States Department of Justice and the IRS Chief Counsel's Office, our attorneys have represented clients with respect to both federal and state tax matters, including litigation before the United States Tax Court, Claims Court and District Courts, numerous federal Courts of Appeals, and the United States Supreme Court, and trial and appellate courts in numerous state jurisdictions.

Integrity

Recent news headlines have focused the public on the participation by several major corporations in transactions designed to reduce the tax liabilities of the corporation without any other business purpose. Public awareness of these tax shelters has contributed, in part, to a loss of confidence in the public markets and has resulted in shareholders being unable to trust the financial and accounting statements released by the companies in which they have invested.

As a result, the Internal Revenue Service, the Securities and Exchange Commission and Congress have imposed stricter scrutiny on the commercial dealings of all taxpayers. Proper enforcement of the tax laws has become a high priority for the Internal Revenue Service. In addition, the enactment by Congress of the Sarbanes-Oxley Act has placed additional responsibility on directors and officers of public companies to correctly report their affairs. We regularly advise clients both public and private, on the proper interpretation of the tax laws in the context of discharging those responsibilities.

Recent Transactions

• We have delivered tax opinions relating to both the acquisition and disposition of publicly held corporations in tax-free reorganizations.
• We obtained a private letter ruling from the Internal Revenue Service for a client wishing to divide two separate lines of business into two separate corporations in order to permit a new investor to invest in the client's promising technology.
• We have represented clients regarding cross-border financing transactions involving Canada, Germany and the Netherlands with respect to the structure of the transactions and withholding tax issues.
• We represent several clients in connection with the formation of private equity and venture capital funds, and advise those clients on the proper documentation needed to raise capital from investors, taxable, tax-exempt and foreign, and to obtain the desired tax treatment of "carried interests."
• Our tax lawyers frequently serve as special tax counsel to developers and syndicators of affordable housing financed in part through the sale of low-income housing tax credits. During 2004 we closed more than 20 transactions with approximately $80 million in tax credit equity. In Massachusetts alone, we served as special tax counsel for the placement of $58.6 million of equity for eleven separate projects.
• We served as special Massachusetts tax counsel to a large Massachusetts-based retailer operating more than 20 stores throughout the New England region, which was sold for approximately $200 million. Prior to its acquisition, the retailer operated as a Massachusetts business trust, treated as an "S corporation" for federal income tax purposes.
• We have recently represented numerous private equity clients in structuring complex acquisition and divestiture transactions both domestic and cross-border involving hundreds of millions of dollars, all in a tax efficient manner.
• Our tax lawyers assist U.S. businesses in setting up operations in multiple offshore locations to minimize global taxes consistent with the business operations of the enterprise; similarly, we regularly advise foreign businesses on the most tax efficient manner to set up U.S. operations.