Practice Areas & Industries: Holland & Hart LLP

Practice/Industry Group Overview

We keep abreast of the ever-changing and complex tax environment to provide legal advice that is timely and meaningful to your business affairs. Serving individuals as well as small emerging businesses and large multinational corporations, we're known for designing creative and practical solutions to mitigate taxes in complex business transactions.

We are well versed in the tax aspects involved with mergers and acquisitions, asset sales, stock sales and redemptions, partnerships, limited liability companies, and limited liability partnerships. We can help you structure or restructure your publicly-held, privately-held or family-owned business for the maximum tax benefit.

Services Available

Our services include:

Federal Tax
Holland & Hart's federal tax practice encompasses all aspects of federal income tax in virtually all industries. Our tax lawyers work closely with our clients to devise the most tax efficient way to accomplish their business objectives. Our tax lawyers are experienced in representing businesses in connection with public offerings, private placements, strategic joint ventures, mergers, leveraged buyouts, spinoffs, like-kind exchanges, and other acquisitions and dispositions (involving both domestic and foreign entities).

The firm has been actively involved in administrative appeals before the IRS. Holland & Hart's tax and trial lawyers are also experienced in representing clients in federal tax litigation.

Employee Benefits.
Holland & Hart counsels our clients with respect to various aspects of qualified employee benefit plans, including plan design and administration, analysis of the income tax consequences of plan funding and distributitons, and application of ERISA fiduciary standards. In order to provide detailed analyses of certain tax implications, Holland & Hart has developed a prototype pension plan and a computer program that analyzes the tax impact on individuals receiving distributions from pension and profit sharing plans.

International Taxation.
Our tax lawyers are experienced in structuring the operations of U.S. companies in foreign countries. Recent and pending transactions include joint venture and/or wholly owned operations of our clients in Mexico, India, China, Taiwan, Brazil, Peru, Ecuador, Argentina, Columbia, Chile, Germany, Italy, Russia and Australia. Our tax lawyers are also experienced in tax matters involving operations conducted by non-U.S. businesses and nonresident aliens in the United States.

State and Local Tax.
The firm represents clients on a full spectrum of state and local tax issues, including state income tax, state and local sales and use taxes, property, mineral and natural resource taxes.

Tax Planning.
Holland & Hart consults clients on state and local tax planning issues. We assist clients in structuring mergers, acquisitions, partnerships, and LLCs. The tax group also advises our clients in the areas of property taxation, sales and use tax, payroll tax, gift and estate tax, and audits.

Representative Tax Matters

• Represented a corporation in connection with S Corporation ESOP transaction involving 5,200 participants and approximately $1 billion of assets.

• Tax Opinions in regard to acquisition of one publicly traded company by another publicly traded company.

• Represented a mining subsidiary in connection with the distribution of shareholders from the parent company. Prior to the spin-off, the subsidiary exchanged coal and aggregate properties valued in excess of $1 billion for gold properties owned by a third party. Our work included drafting and negotiating numerous tax indemnification and spin-off indemnification agreements with the former parent. We also did post-spin-off reorganization and corporate/tax work for the distributed company including employee benefits, tax planning, tax audit, and acquisition work. Consulted a diversified financial services company in connection with the spin-off of a real estate and lending subsidiary. We were involved in the corporate and tax aspects of the distribution.

• Advised a large regional construction firm in connection with corporate and tax issues incident to a spin-off of two subsidiaries.

• Represented a large telecommunicatons company in connection with corporate and tax issues incident to spin-off of division.

• Advised a consulting business in connection with corporate and tax issues incident to spin-off of division.

• Consulted with a large closely held corporation in connection with structuring spin-off of ski resort (deal did not close).

• Represented numerous strategic joint ventures in telecommunications and mining industries involving assets ranging from $200,000,000 to over $1,000,000,000.

• Advised several businesses on Section 1031 exchanges involving assets ranging from $1,000,000 to over $1,000,000,000.

• Represented an affiliate of a major bank with respect to property tax valuations of properties acquired through foreclosure.

• Represented a major national and international corporation with respect to state income tax assessments and refund claims, including issues relating to unitary accounting, transactions among affiliated entities, and apportionment issues.

• Advised taxpayers in many different industries with respect to sales and use tax assessments and refund claims, including retailers, insurance companies, service organizations, ski areas, software companies, movie theaters, cogeneration facilities, telecommunications companies, and manufacturers.

• Represented various clients before state legislatures with respect to state tax legislation.