Holland & Knight’s Taxation Practice is directly involved in all levels of taxation matters – international, federal, state and local, employee benefits and executive compensation. Our services are both preventive and remedial. We help clients avoid tax pitfalls, as well as assist in the efficient structuring of transactions to avoid overpayment of tax obligations. We also advance clients’ interests in contested tax proceedings through the use of experienced, dedicated tax litigators. Our focus is always on adding value for our clients.
We are leaders in the tax sections of international, national, state and local bar associations. We serve on various committees charged with raising the ethical and professional conduct of lawyers in this area of practice. We constantly monitor our internal activities to ensure that advice rendered to our clients in tax-related matters is of the highest level of quality and integrity.
Our lawyers have published extensively on tax policies which are debated at the highest levels of Congress and state legislatures. We consider it our responsibility to protect the interest our clients and avoid transactions that create the appearance of impropriety.
Our clients range from the largest Fortune 100 company to individuals protecting their personal and businesses assets. The firm’s multi-office platform enables us to draw on experienced practitioners in every major market center to deliver expertise and experience from across a wide range of industries and business formats. The value that we bring is the coordinated efforts of professionals with a wide range of backgrounds, experiences and viewpoints to help ensure that our clients receive the most up-to-date interpretations of tax and business opportunities available anywhere. We are available to assist in helping you to resolve your most vexing tax questions and disputes.
Our tax lawyers take the lead in the tax planning and structuring of foreign and domestic limited partnerships, limited liability partnerships, limited liability companies, syndications, public and private charitable organizations, and joint ventures, as well as in traditional forms of organization, mergers and acquisitions, reorganizations, and capital expansion programs for corporate, financial institution, health care and other business clients. We work with bond, real estate, and corporate and securities lawyers to issue tax opinions in connection with tax-exempt financings and public and private securities offerings, and mergers, acquisitions and divestitures.
We also render advice on litigation matters and prepare and negotiate such complex operational arrangements as shareholder agreements, employment contracts, buy-sell agreements, business succession plans, estate plans, and qualified and nonqualified deferred compensation arrangements. Lawyers in our Washington, D.C., office maintain close contact with the federal government, enabling us to have access to our lawmakers and significant impact on federal tax legislation.
We advise domestic and foreign individuals and entities on federal, state and local tax laws applicable to conducting business in the United States and abroad. From major companies with worldwide operations to small companies with local operations and worldwide aspirations, we serve as lead or associate tax counsel.
In addition, we advise regulated and unregulated common carriers on a variety of tax matters. For example, we work with foreign and domestic air and sea carriers on tax planning and have contested state and local tax actions affecting both individual carriers and the industry as a whole. Our international tax lawyers also provide significant advice to companies that plan to build or already have operations abroad.
In planning for international clients, we have gained extensive knowledge of the laws of various foreign jurisdictions, including treaty and nontreaty countries in developed and emerging markets. Our tax lawyers have substantial experience in pre-immigration tax planning and outbound expatriation, including drafting and structuring foreign and domestic trusts and worldwide tax compliance.
State and Local Tax
We have structured novel ways to reduce the impact of taxes on a variety of transactions, and confer with real estate attorneys on state and local tax issues, including the exemption, classification and valuation of leasehold interests, commercial and government-owned properties. In addition, we render opinions on and represent clients in disputes involving corporate income tax, sales tax, ad valorem property tax, and documentary/intangible tax matters. We also routinely advise clients concerning multistate tax issues such as Internet sales and similar electronic commerce affairs. Representative clients include utilities, major national and multinational corporations, real estate developers and owners of substantial mineral and agricultural interests.
Disputed Tax Matters
Handling controversies is one of our strengths. We have represented all types of taxpayers in federal, state and local administrative tax disputes before both the Internal Revenue Service and State Departments of Revenue.
Our active tax litigation practice before the United States Tax Court, United States District Courts and the United States Court of Federal Claims involves such issues as the tax-exempt status of agricultural cooperatives, FIRPTA compliance matters, leveraged-lease tax shelters, ERISA/deferred compensation matters, valuation issues, domestic and foreign reorganizations of corporations and financial institutions, and inter company pricing. Our lawyers litigate tax matters at the federal, state, county and city levels. Lawyers who practice in the Real Estate Section have significant litigation skills regarding ad valorem tax issues.
We work with our Public Finance Practice to create tax-exempt bond financing techniques and to design financing structures that avoid the alternative minimum tax or allocation of state volume caps. In addition, we deal directly with government officials to minimize arbitrage rebate and to ensure compliance with the applicable rules when rebates are involved. The tax lawyers in our Washington, D.C., office are particularly skilled in municipal finance matters; and our combined tax and municipal finance services have garnered the firm a strong reputation among national bond counsel.
Attorneys within our Tax Practice are well versed on the tax laws that apply to tax-exempt organizations of all types. Our clients include national and international charities, family and corporate foundations, universities, private schools and charter schools, student exchange organizations, cultural institutions, social service agencies and research organizations, trade and professional associations, social clubs, religious organizations and advocacy groups. We also serve as legal counsel to a broad spectrum of other types of nonprofit organizations, including providers of housing for low-income families or for the disabled, hospitals, medical research organizations and other health care organizations, churches and other religious organizations, universities and other types of educational institutions, community foundations, labor unions, national collegiate fraternities and sororities, social welfare organizations, trade associations and business leagues, and political organizations.
On behalf of our clients, we obtain federal and state tax exemptions, provide continuing advice on how to keep and make the most of tax-exempt status, particularly public charity status. Our corporate and tax attorneys regularly advise clients on the rules of unrelated business taxable income, the recent IRS regulations imposing intermediate sanctions on “excess benefit transactions,” the general prohibitions against private inurement and private benefit that tax-exempt organizations must always consider, and the special restrictions on lobbying and political activities applicable to tax-exempt entities. We also have extensive experience with all of the private foundation regulations, including the annual distribution requirement and the rules on domestic and foreign grant-making, and the prohibitions against self-dealing, jeopardizing investments, excess business holdings and taxable expenditures.
We provide Section 501(c)(3) tax opinions in tax-exempt bond financings and advise clients on the rules governing low-income housing and student housing. Our lawyers also assist clients in obtaining and maintaining real property tax exemptions.
Working closely with lawyers in our other practice areas, the tax group helps interpret, structure and negotiate client transactions to maximize tax benefits and minimize tax costs. While the principal focus of our tax advice in business transactions is usually on the federal tax impact, we also design plans and structures to minimize the tax impact of the transaction on the overall business plan.
Through the use of limited liability companies, partnerships, land trusts and other specialized vehicles, we have saved clients substantial transactional taxes. In addition, we draft the tax disclosure portions of offering documents and draft and render the tax opinions associated with the transactions. Several of our tax lawyers provide services pertaining to real estate development and investment undertakings, many of which are done as joint ventures or other profit participation arrangements. We are also experienced in negotiating, documenting and closing major real estate and business-related transactions.