Practice Areas & Industries: Sherrard & Roe, PLC

Practice/Industry Group Overview
Sherrard & Roe’s Tax Group has extensive experience in handling a broad range of federal and state tax matters.  Our practice focuses primarily on the tax implications of business acquisitions, reorganizations, redemptions and divestitures; real estate, venture capital, hedge and other types of investment funds; all forms of real estate transactions, including like kind exchanges; executive compensation arrangements; tax audits and controversies; and state and local taxation. 

Services Available

We represent a wide variety of clients, including start-up and other closely held businesses; publicly traded companies; partnerships, joint ventures and other pass-through entities; and real estate investors and developers.  Our lawyers provide tax advice in all types of business transactions, helping to find solutions that are both practical and consistent with our clients’ goals and strategies.  Additional detail regarding our tax services is provided below. 

Business Transactions. 
As part of our tax services, we assist our clients in planning, negotiating, and implementing strategies for the sale, acquisition, or reorganization of their business enterprises.  In particular, we provide advice in structuring business acquisitions and dispositions, including mergers and tax-free reorganizations; evaluating divestiture strategies, such as taxable and tax-free spin-offs; identifying and measuring the impact of tax-related elections, including those that result in tax basis increases; and giving tax opinions and obtaining rulings from the Internal Revenue Service.

In addition, our lawyers regularly utilize partnerships, joint ventures and other pass-through entities in structuring a variety of business transactions.  These entities are often ideal for real estate and other types of investment assets, allowing for tax-efficient formation and separation, carried interests, special allocations and preferred returns.  Because of their flexibility, however, they can also be effective vehicles for more conventional business ventures as well. 

Our lawyers also have significant experience in the formation and operation of REITs, including UPREITs and DownREITs.  In connection with these transactions, we assist in preparing the necessary organizational documents, partnership agreements, offering memoranda, tax opinion letters and other documents.

Tax Audits and Controversies. 
For many years, our lawyers have represented clients in civil tax litigation and administrative tax controversies.  We advise individuals, corporations, non-profit organizations and other business entities in a number of tax audits at federal, state and local government levels. We also regularly represent clients before the Internal Revenue Service Appeals Division, the Tennessee Department of Revenue and local taxing authorities.

Executive Compensation. 
Our lawyers have broad experience in the design, implementation, and maintenance of a wide range of executive compensation arrangements, such as equity-based and performance-based incentive compensation plans and non-qualified deferred compensation plans.  We provide advice regarding the consequences of these arrangements, including the tax effect of change of control events and the use of rabbi trusts and other funding mechanisms, such as life insurance.

State and Local Taxes. 
We offer a full range of state and local tax planning and litigation services to businesses of all types and sizes. Our lawyers are frequently called upon to advise businesses on a variety of state and local tax issues, including sales and use taxes, franchise and excise taxes and property taxes.