Tax

Overview

We use our deep understanding of all aspects of tax law to provide practical solutions to each client’s tax issues and transactional matters. We work with start-ups to established small, middle market, and public companies in transactional and tax planning matters. We also work with high net-worth individuals in creating succession plans and exit strategies for their companies. We represent both businesses and individuals before federal and state tax authorities. Our adept knowledge is used to assist our clients in forming new companies and joint ventures in various industries and in consulting on or structuring mergers and acquisitions, financing transactions, and private equity and venture capital matters, as well as corporate, partnership, and joint venture restructuring.

Our attorneys have formal education in tax law, advanced degrees in taxation, and extensive educational or practical experience in related disciplines such as accounting or finance. We’re routinely invited to present and write on various topics relating to tax law. Additionally, we have a broad variety of practical work experience in transactional work, tax controversy, tax planning, and employee benefits plans, including qualified and non-qualified plans or programs. As a result, we possess the diverse know-how and acumen to help clients across the full spectrum of tax law.

Additional Specialties

Partnership Tax

We’ve represented developers and investors in structuring real estate joint ventures and partnerships. We have also represented public and private REITs, real estate funds, and investors in structuring and financing transactions with REITs, and UPREIT partnerships. Our experience includes troubled real estate workouts and debt restructurings.
Corporate Tax

We advise on all tax aspects of formation, mergers, and acquisition transactions for both public and private companies, including tax issues involved in the life cycle of a business. We also have substantial expertise in REIT and tax credit financing.
International Tax

We offer a full range of international tax advice on both outbound and inbound tax issues, including those associated with international merger, acquisition and disposition transactions, cross-border financing transactions, and cross-border planning issues. We also routinely advise foreign investors on U.S. real estate investments and U.S. development opportunities.

Experience

Represented multiple clients before the IRS who have failed to report off-shore (non-US) bank accounts and/or assets, utilizing the offshore voluntary disclosure (OVDP) program provided by the IRS, including cases involving Streamlined Filing Compliance Procedures and the Zero Offshore Penalty Relief.
Represented a New York-based manufacturer in securing millions of dollars in NY State Empire Zone tax credits. A NY State Tax Appeals Division matter was settled by stipulation with no change to the client’s allowed credits.
Represented a foreign investor in structuring a joint venture for the $45 million acquisition of limited liability company interests pertaining to a commercial condominium in New York City.
Provided corporate finance and real estate advice, including a non-consolidation opinion, in connection with the sale of majority equity interest in the largest national temperature-controlled warehousing and logistics services company and related financing.
Provided corporate governance and SEC disclosure advice for a campus housing REIT, Campus Crest Communities Inc., in connection with a $354 million underwritten initial public offer.
Provided corporate governance and SEC disclosure advice in connection with the filing and SEC review of a proposed underwritten initial public offer for the largest national temperature-controlled warehousing and logistics services company.
Represented Sysco Corporation in a $500 million registered offering of notes.
Represented the management of a division of a multi-national public company in successfully acquiring the assets of the division in a “Stalking Horse” Bid in the US Bankruptcy Court in Delaware. After acquiring all of the assets, he represented the company for more than ten years in various corporate matters until he assisted the client in a stock sale of the company to a large public company.
Served as lead counsel in a “going private” transaction for manufacturing company Color Imaging Inc., which had more than $100 million in revenue at the time.
Advised a client in restructuring the debt of more than $150 million on three hotels and worked with the family to bring in appropriate hotel operators for each property. After refinancing and stabilizing their operations (including negotiating new management contracts), AGG negotiated the sale of the hotels, including one, to a Japanese investment company. AGG represented another family in an $800 million leverage buyout of the public company they founded and controlled.
Represented a large industrial manufacturing company in the sale of a holding company owned by a family and an ESOP; spin-off of all assets except one operating subsidiary. Required sophisticated tax, environmental, and retirement plan advice and documentation.
Advising a medical properties real estate investment fund regarding securities law issues and private offerings.
Negotiated the sale of a multi-state flooring and distribution closely held family business for a family composed of some 20 shareholders covering four generations.
Represented a client in connection with property owned by two LLCs as tenants-in-common sold in a deferred swap for two parcels, with financing obtained to enable the acquisition of the two parcels.