Practice Areas & Industries: Fulbright & Jaworski L.L.P.

Practice/Industry Group Overview

Throughout our history, Fulbright & Jaworski has sustained a national reputation for our experience in federal, state, and local tax matters. In addition to advising our clients, Fulbright 's Tax Practice is often retained by other law firms to provide tax expertise to their clients. Our attorneys are experienced in an extensive list of tax-related issues, positioning Fulbright as the law firm of choice for clients who recognize the value of thorough representation on tax-sensitive issues.

Services Available

Fulbright's Tax Practice has more than sixty attorneys experienced in:

• Tax Controversies and Tax Litigation
• Mergers and Acquisitions
• International and Transfer Pricing
• Tax Planning
• State and Local Taxes
• Tax-Exempt Finance
• Tax-Exempt Organizations
• Energy Taxation
• Tax Policy Matters
• Employee Benefits
• Trusts and Estates

Our Tax Group has extensive experience in all facets of tax controversy resolution, from audit to appeals to competent authority relief, including litigation when an acceptable settlement is not forthcoming from taxing authorities. A number of our tax attorneys focus almost exclusively on tax controversy and tax litigation cases, allowing us to maintain a high level of excellence in this area. To provide the most informed representation on every assignment, all of our attorneys handle tax controversy matters in their specific areas of experience.

Tax: Mergers and Acquisitions

Fulbright & Jaworski's Tax Practice structures and advises on merger and acquisition transactions involving billions of dollars each year, including:

• Taxable and tax-free acquisitions
• Spin-offs
• Tax-free divisions
• Consolidated return regulations
• Partnership tax rules
• Corporate tax rules
• Net operating loss limitations
• Tax allocation agreements
• Original issue discount rules
• Other considerations involved in acquisitions and dispositions

Our attorneys recognize that each transaction has its unique issues. We built our legal team based on experience and specific areas of legal excellence to assist our clients in reaching the most advantageous result available in their transactions.

Tax: International and Transfer Pricing

Fulbright & Jaworski's Tax Practice is also experienced in international tax matters, including both inbound and outbound transactions and tax controversies. The matters most commonly handled by our international tax attorneys include:

• Tax controversy resolution
• Eurobond offerings
• Joint ventures and investments abroad
• Mergers and acquisitions involving foreign-based entities
• Investments in U.S. businesses and assets by foreign clients
• Transfer pricing analysis for both domestic and foreign clients, including both
• planning and controversy work

Our planning engagements have included proactive review and revision of existing related party structures and legal relationships, including analysis of business, tax, dumping and customs issues. Fulbright's Tax Group has gained substantial experience in the Advance Pricing Agreement (APA) process in the United States, Mexico, Japan, Canada and among other jurisdictions.

State and Local Taxes

As state and local governmental agencies search for additional revenues, our state and local tax practice has increased dramatically, and Fulbright's Tax Group has developed significant experience in these matters. State and local tax controversies now comprise a majority of our practice in this area, and we continue to assist our clients in planning to minimize their state and local tax liabilities.

Tax: Corporate Tax Matters

Tax Planning

A significant portion of our Tax Department involves tax planning for corporations, partnerships, limited liability companies, individuals, trusts and other business entities. We have a long history of successfully addressing issues that cover the entire scope of the Internal Revenue Code, including issuing tax opinions and related tax disclosure.

Employee Benefits

The Employee Benefits Group in the Tax Department handles a wide range of employee benefits matters, including:

• Qualified plans (defined contribution and defined benefit)
• Master and prototype plans
• Insurance
• Health and welfare plans
• Employee stock option plans
• Phantom stock plans
• Multi-employer plans
• Employee stock ownership plans
• Employment agreements
• Executive compensation arrangements
• Deferred compensation arrangements

Our attorneys also advise clients on special problems of employee benefits in certain transactions such as corporate reorganizations, mergers, acquisitions and securities transactions.

Energy Taxation

We are widely known for our significant experience in oil and gas taxation and tax issues relating to exploration and development. Additionally, Fulbright & Jaworski has been at the forefront of tax issues relating to production of energy from alternative, nonconventional sources.

Tax: Tax-Exempt Finance

Several of our Tax Department attorneys are nationally recognized in the area of tax-exempt finance and act as special tax counsel to issuers across the country. In addition, we provide tax analysis and opinions on tax-exempt financings totaling billions of dollars each year which are handled by Fulbright & Jaworski's Public Sector attorneys, who have one of the largest municipal finance practices in the country.

Tax-Exempt Organizations

A significant part of our tax practice involves the representation of not-for-profit hospitals, colleges, universities, foundations, governmental entities and other tax-exempt organizations. As a result of the complexity of the regulations governing these organizations, we advise clients on all aspects of federal, state and local tax issues arising from mergers, acquisitions, joint ventures (both among nonprofits and between nonprofits and for-profits) and integrated delivery systems and their operations, as well as their tax-exempt status.

Tax: Tax Policy Matters

Representing the interests of Fulbright & Jaworski's clients requires involvement in the regulatory and legislative spheres in which tax laws are made, as well as in the business and legal arenas in which the laws are interpreted and enforced.

Fulbright's Tax Group closely monitors the development of tax policy affecting our clients' businesses and, when appropriate, offers suggestions and participates in developing legislative proposals, obtaining advance rulings, working with those responsible for negotiating income and estate tax treaties and writing revenue rulings, revenue procedures and regulations.

Tax: Trusts and Estates

Fulbright & Jaworski's Trusts and Estates Practice Group provides a variety of services for individuals and private industry, handling legal matters involving tax-sensitive estate planning, estate administration, trust administration, and charitable gift planning and providing advice for charitable organizations and related planning and litigation matters.

Estate Administration: Represent executors in probating decedents' wills, provide a broad array of legal services relating to transactions arising during estate administration.

Trust Administration: Income tax planning for trusts and their beneficiaries, advising trustees on proper actions when questions arise during the trust administration, modifying and reforming trusts to comply with law changes and changed circumstances.

As an adjunct to both our estate planning and estate administration work, we have achieved notoriety in areas such as marital property agreements, powers of attorney, designation of guardians and various techniques for providing health care and property management for incapacitated or elderly clients and their relatives.