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Practice/Industry Group Overview
The Gardere Federal, State, and International Tax Practice addresses all areas of Federal, State, and International Tax matters that are related to a substantial business practice. The Practice attorneys represent domestic and foreign corporations (private and public), partnerships, and individuals. The attorneys also regularly represent corporate and individual clients before the national, regional and local offices of the Internal Revenue Service in civil and administrative federal tax matters, before the Texas Comptroller’s office in State tax matters, and in Federal and State courts. The Gardere Federal, State, and International Tax Practice consists of several practice specialties including federal income taxation, state, and local taxation, and international taxation. Attorneys in the group have a comprehensive practice in tax planning and in tax controversies and litigation.
The Gardere tax attorneys recognize that the best tax lawyer is also a good business lawyer. We understand the business and corporate aspects of transactions and exercise business judgment in providing professional tax advice to clients. Our attorneys have experience across a comprehensive range of tax-related matters, including:
Business Transactions
Advice, opinions, and preparation of documents in connection with business transactions.
- Organization of Business Entities. Advice, opinions and preparation of documents in connection with the organization of business entities, including public corporations, closely held corporations, limited liability companies, general partnerships, limited partnerships and joint ventures. We have assisted in the preparation of Private Placement Memoranda, Public Offerings and other offering materials, and have addressed internal business reorganizations including spin-offs and split-ups.
- Partnerships. Tax aspects of organization, cash distribution, income allocation and dispositions of entities treated as partnerships for tax purposes, including limited liability companies, partnerships and joint ventures, particularly including contributions of cash and property, distributions of cash including “flips” on achieving target returns, allocation of income including special allocations, succession planning, particularly for closely held and family partnerships and liquidation planning.
- Mergers and Acquisitions. We have advised acquirers and sellers, both public and closely held, in merger and acquisition transactions valued from less than one million dollars to several hundred million dollars in the following businesses and industries:
- Accredited Schools
- Banking
- Energy
- Farming and Ranching
- Food and Beverage
- Investment Management
- Medical Research
- Office Products
- Oil and Gas
- Pharmaceuticals
- Professional Services
- Real Estate
- Technology Sector
- Telecommunications
- Transportation
- Travel, Hospitality and Leisure
- Business tax matters relating to contracts, compensation and other tax issues arising from the day to day operation of a business.
State Tax
State tax structuring, advice, opinions and controversies regarding all aspects of franchise and income, sales and use, ad valorem and other state and local taxes as they apply to both in-state and out-of-state transactions and clients.
Franchise and Income Tax
We are familiar with all aspects of Texas Franchise Tax planning, including the taxable form of the entity and multiple state planning relating to the components of the tax. We have successfully defended a number of cases relating to the application of the Texas “throw back” rule.
Sales and Use Tax
We have addressed sales and use tax planning and defense of assessments by the Texas Comptroller including the manufacturer’s equipment exemption, sales tax audits, and successor tax liability.
Ad Valorem Tax
We have represented clients in valuation issues, jurisdiction to apply ad valorem tax, ad valorem tax of property situated from time to time in multiple jurisdictions, exemptions, and successor tax liability.
We have represented clients in miscellaneous state tax matters including excise and employment taxes.
Tax Controversies
Substantial tax controversies and litigation, in both the federal and state administrative levels including audit, appeals and at national office, and in all courts, including federal, state, and bankruptcy courts and in the United States Supreme Court. Issues we have specifically addressed including the following:
- Federal controversies:
- Allocation of purchase price
- Acquisition and redemptions
- Bad debt write-off and cancellation of indebtedness income
- Criminal investigations
- Debt/Equity
- Deferred compensation
- Employment taxes and responsible persons penalties
- Excise taxes
- Foreign VAT Application
- Generation-Skipping
- Gift taxes
- Inbound international tax issues
- IRS Offshore Voluntary Compliance Initiative
- Minimum gain charge back
- Prepaid variable forward contracts
- Qualified Settlement Fund
- Reasonable cause penalty waivers
- Reasonable compensation
- Research and development credits
- Summons enforcement defense
- Transfer pricing and outbound international tax issues
- Tax shelter and tax advantaged investments
- State controversies:
- Franchise tax including “throw-back”
- Goods “in transit” for ad valorem tax
- Jurisdiction for ad valorem tax
- Lump sum vs. separated invoice for Texas sales tax
- Manufacturing equipment exemption for Texas sales tax
- Sales tax deficiency assessment
- Valuation of assets for ad valorem tax
International
Representation of U.S. and foreign international companies in organizing and operating multi-national businesses particularly including the following issues:
- Debt and equity structure
- Expatriation
- Extraterritorial income exclusion
- Foreign investment in U.S. real property
- Foreign real estate acquisitions
- Foreign Sales Company
- Intangibles migration structures
- International licensing agreements
- International reorganization
- Internal reorganizations including use of international holding company
- Mergers and acquisitions of foreign entities
- Mergers and acquisitions of U. S. entities by foreign entities
- Regional tax incentives
- Subpart F planning
- Transfer pricing including Advanced Pricing Agreements
- Treaty protection planning
- Use of United States disregarded entities
- U. S. and foreign withholding tax planning
Legal Opinions and Tax Rulings
Preparation of formal legal opinions or securing Letter Rulings, including the tax effects of:
- Bad debt
- Check-the-Box structures
- Contingent fee awards
- Insurance company operations
- Insurance contracts
- International reporting
- Worthless stock
Other Tax Matters
We have represented clients in many tax matters not addressed above, including the following:
- Bankruptcy on behalf of both debtors and creditors
- Charitable organizations formation and operations
- Debt and equity planning
- Depreciation planning
- Economic development agreement
- Executive compensation
- Intangible drilling costs and depletion planning
- Issuance of bonds by local hospital district
- Leveraged leases
- Like kind exchanges including use of qualified intermediaries
- Original issue discounts
- PIK and other payments
- Sale-Leasebacks
- Structure of private equity investment fund
- Succession planning for closely-held businesses
- Synthetic and other off balance sheet financing transactions
- Syndicated real estate joint ventures
- Tax aspects of patent infringement
- Tax aspects of proposed insurance programs
- Tax credits
- Tax indemnity agreement
- Tenancy-in-common transactions
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