Tax and benefits

Your tax planning needs to be strategic. Working together with your accountants, financial and professionals advisors, we will help you develop a comprehensive business and tax plan. No matter what tax law issues you or your business face, our mission is to identify the most effective solution so you can meet your financial goals. Our experience in all areas of federal, state and local taxation gives us the ability to provide strategic counseling. Many of the members of our tax practice have Big Four experience or advance degrees in taxation, making them especially effective when assisting you with tax-related legal issues.

Our tax and benefits services include:

  • Advising on start-up business entity selection and structure 
    • Structuring of all types of employee equity compensation (stock options, restricted stock, bonus and phantom stock plans)
    • Tax-advantaged structuring of venture capital and other equity infusions
    • Tax-sensitive positioning of those businesses which expect to go public or which expect to grow through acquisitions
    • Advising clients on the structuring of S corporations, and on the conversion of corporations from “C” to “S” status
    • Structuring venture funds, convertible securities, and stock options in connection with venture capital financing transaction
    • Tax planning for private placement financings and syndicated offerings
  • Mergers, acquisitions, dispositions and restructuring tax work 
    • Structuring transactions as tax-free reorganizations
    • Representing buyers, sellers and management in transactions involving creative uses of Employee Stock Ownership Plans (“ESOPs”)
    • Performing due diligence on target businesses for acquirers
    • Preparing an acquisition candidate for sale
    • Advising clients on spin-offs of unwanted assets or lines of business prior to a sale
    • Advising clients on structuring a sale of stock to be treated as an acquisition of assets for tax purposes
    • Structuring transactions to minimize the impact of double taxation for transactions which are structured as a sale of asset by a C corporation
    • Negotiating tax indemnities, tax sharing agreements and other tax-related aspects of mergers and acquisitions
    • Structuring “wind-down” activities such as liquidations and redemptions of shares
  • Tax structure of workouts and bankruptcies
    • Structuring reorganization plans to preserve favorable tax attributes
    • Structuring transactions to minimize the tax impact of workout situations
  • Partnerships and limited liability companies
    • Sales, redemptions and abandonment of ownership interests
    • Structuring equity compensation plans for employees
    • Use of special allocations, preferences and convertible interests to facilitate client goals
    • Restructuring and workout situations
    • Mergers, acquisitions and conversions of partnerships and LLCs

We also have significant experience and expertise in the following areas:

  • Employee benefits and ERISA 
  • Executive compensation and governance 
  • Federal tax 
  • Multistate tax 
  • Tax controversy 

Key Contacts

David M. Kall


Adam  Grais
Shilpa  Gokhale
David G. Johnson
Roger L. Shumaker
Show More