We provide a wide range of tax services including traditional tax planning and the design and implementation of innovative solutions.
Our Tax Strategy & Benefits Practice Group focuses on domestic and international tax structuring and advisory work, enabling clients from all sectors to implement their decisions in the most tax-effective yet reputationally acceptable manner.
Our team delivers a wide range of tax services including traditional tax planning and the design and implementation of innovative solutions. Our goal is to recommend the most appropriate tax advice to our clients as they implement their investment strategies to deliver the long-term creation of value.
Our Tax Strategy & Benefits Practice Group is composed of more than 60 lawyers, many who are consistently recognized as leaders in their chosen fields. The team is represented in 23 offices across nine countries. With a physical presence and practical experience across five continents, our team has the local and global expertise to provide the necessary tax support to clients’ ambitions to grow their businesses and net worth across the world.
Our international tax strategies team utilizes our integrated worldwide network to combine domestic and cross-border tax advice. As clients implement their investment decisions, our team delivers clear recommendations as to the most appropriate tax structure for the situation – delivering efficiency consistent with business reputation and international tax norms.
Our expertise includes:
Advising on issues including international tax planning, transfer pricing, domestic and cross-border M&A and joint ventures, foreign tax credit pooling, global tax optimization, compliance and dispute resolution
Counseling on corporate and private equity transactions; debt and equity fund raising, refinancing and restructuring; real estate investment and development; as well as tax controversies and disputes
Utilizing our global platform to provide in-depth knowledge of national and international tax regimes and structures
Providing tax structuring advice to sovereign and other institutional investors in connection with cross-border investments (both direct and through managed funds) they make to provide capital for real estate, infrastructure, energy, private equity and other economic sectors
Our employee benefits and executive compensation team is positioned to cover all aspects of a client’s needs in connection with executive compensation plans and arrangements. Our clients include many multinational publicly-held Fortune 500/FTSE 100 companies.
We advise clients across a range of industries and, utilizing our global footprint, we design and implement executive compensation plans across multiple jurisdictions. We are particularly adept at assisting our clients with the public company implications of executive compensation and the increasingly complex governance issues that arise. The breadth of our international client base and experience allows us to handle any executive compensation matter.
Our lawyers provide practical problem solving, proactive planning and sophisticated analyses in addition to basic benefits work. Areas of our major capabilities include:
Equity and other executive compensation plans
Deferred compensation and retirement plans
Executive contracts and compensation
Mergers and acquisitions
International employee compensation and benefits matters
The private wealth team provides advice to a wide range of clients on transferring personal wealth and ownership of businesses from generation to generation, using structures and strategies that minimize income, gift, estate and generation-skipping transfer tax costs.
We also assist trustees, executors and beneficiaries in complying with tax-reporting requirements and in resolving matters that involve potential or actual litigation over trusts, estates or other family wealth holding structures.
Our clients include high-net-worth individuals and families, business owners, top executives of major corporations, regional and international banks and trust companies, and charitable organizations.
Our expertise includes:
Implementing tax-effective wealth-transfer and asset-protection strategies
Succession planning for family-controlled businesses
Advising fiduciaries for trusts and estates
Preparing US estate tax returns, gift tax returns and generation-skipping transfer tax returns, and US fiduciary income tax returns, and defending tax audits
Tax domicile and residency matters and defending relevant tax audits and litigation
Trust administration matters and tax-law reporting requirements
Representing trustees, executors and beneficiaries in disputes and litigation
Advising on charitable giving strategies, and in establishing charitable trusts and nonprofit companies
We have a long history advising governmental, nonprofit and for-profit borrowers, as well as underwriters and financial advisors, on the federal and state tax aspects tax-advantaged (tax-exempt and tax credit) financing of capital assets and working capital.
In addition to serving as bond counsel to issuers and issuing the favorable tax opinion upon issuance of the debt, our expertise includes:
Structuring transactions to satisfy requirements for tax-exempt and tax credit debt
Advising commercial and investment banking institutions that purchase or underwrite the debt of borrowers and that provide credit enhancement and derivative products related to debt issuances
Representing issuers before the Internal Revenue Service in connection with private letter ruling requests with respect to prospective bond issues, audits of outstanding tax-advantaged bonds, and requests of “closing agreements” where the issuer has not satisfied all of the ongoing tax requirements after issuance of such bonds
We have been consistently recognized as Washington DC’s top public policy and regulatory advocacy law firm. Our tax and public policy practitioners have worked for decades advocating before the Executive and Legislative branches of the US government at all levels to assist individual companies, trade associations and industry groups achieve desired outcomes under the federal tax code. We have represented client interests in connection with virtually every major tax bill enacted since 1969. Our tax policy team includes many former government officials, both legislators and regulators, as well as industry leaders, and our bipartisan expertise means that we have unmatched experience navigating tax issues before the Administration and Congress.
The substantive areas covered by our client representations have been as varied as the tax code itself, including issues related to international tax, real estate, capital cost recovery, financial institutions and financial products, investment income and a broad range of investment vehicles, general business tax, employee benefits, and estate and gift tax. The depth of our technical tax expertise within our global Tax Strategy & Benefits Practice, coupled with the firm’s political and policy capabilities, enables us to provide our clients with sophisticated strategic counsel on a wide range of tax planning matters.
Our ESOP practice specializes in guiding companies, sellers, trustees and lenders through all aspects of the ESOP process and transaction, including the design, structure, drafting, implementation and administration of ESOPs. Our team also brings extensive experience in guiding clients through pre-transaction corporate restructuring, advising ESOP trustees on meeting their ERISA fiduciary obligations in the formation of an ESOP, and representing financial institutions involved in financing ESOP transactions. We take great pride in representing small- to mid-size businesses throughout the formation of their ESOPs and helping them navigate the complexities of ERISA, corporate governance and tax matters. We also work closely with clients to develop strategies for growing and evolving their ESOPs, often serving as long-term partners in their future planning and expansion. Our team has advised numerous clients nationwide through every stage of the ESOP lifecycle, including buy- and sell-side transactions, ongoing compliance, litigation, Department of Labor (DOL) investigations and Internal Revenue Service (IRS) audits.
Our ESOP practice is supported by a cross-functional team of lawyers with deep experience in corporate law, the Employee Retirement Income Security Act (ERISA), tax, finance, labor and employment, union, executive compensation, regulatory, litigation, and other industry specific practices tailored to each client. Our breadth of experience allows us to handle almost any ESOP matter in an efficient, cost-effective manner. We provide practical solutions, proactive planning, and sophisticated analyses tailored to each client – regardless of size. We are committed to developing creative approaches to problems, and partner closely with our clients to drive innovation and facilitate growth in a global economy. We anticipate the unexpected and are accustomed to advising leaders on a moment’s notice.
By learning the needs of the client directly, as well as how goals and strategies are aligned across various departments, we are able to identify potential issues early on. This early insight allows us to offer more effective recommendations earlier in the process, helping us stay proactive and cost efficient throughout the engagement.
We have deep experience working with multiple shareholders and developing transaction and pre-transaction actions that result in smooth, equitable, and efficient ESOP formations.
Although every ESOP transaction is different, our lawyers provide strategic guidance targeted to the specific business needs of the company and the objectives of its shareholders. We work collaboratively with your advisory team to structure each transaction in a way that is thoughtfully designed to achieve both your goals and those of the business.
The complexities of an ESOP transaction can seem overwhelming, which is why our team is dedicated to guiding you through each step, making the process as seamless, clear, and manageable as possible.
Our ESOP lawyers have extensive experience in:
Advising on the formation and establishment of leveraged and non-leveraged ESOPs, including pre- and post-tax and corporate restructuring
Assisting companies in deciding whether to sell to an ESOP or pursue other strategic transaction options
Providing guidance on corporate restructuring before the sale to an ESOP, including divesting parts of the business or consolidating the corporate structure
Advising ESOP trustees with complex ESOP formations to assist meeting their fiduciary requirements under ERISA
Assisting with DOL and IRS ESOP audits
Providing proactive advice regarding the latest regulatory changes with respect to ESOP plan terms
Helping sellers navigate the Code Section 1042 process with the IRS
Providing day-to-day ESOP administration advice and counsel
Attending ESOP committee meetings and advising on ERISA fiduciary matters
Converting ESOPs into keystone savings and profit-sharing plans (KSOPs) when clients decide to convert from a private to a public company
Assisting ESOP-owned companies in strategic acquisitions
Assisting ESOP-owned companies to manage their repurchase obligations
Advising on executive compensation matters, such as management incentive plans
We have a nationally recognized ESOP transactions practice with a team that is well-versed in the evolving regulatory requirements of an ESOP. We have extensive experience representing all types of entities, ranging from partnerships, limited liability companies, C corporations, S corporations, and conversions across a wide variety of industries. Specifically, our experience includes the establishment and maintenance of leveraged and non-leveraged ESOPs for both C corporations and S corporations that include government contractors and other public and closely held businesses.
Furthermore, we have expertise in helping our privately held ESOP clients transition to public companies with KSOPs. Our ESOP transaction team also represents ESOP trustees and ESOP lenders. We are fully equipped to handle sell-side and buy-side transactions, as well as DOL and IRS audits, including ESOP-related litigation disputes. Our team collaborates closely with other ESOP professionals involved in the transaction, such as independent appraisers, accountants, recordkeepers, and independent fiduciaries, ensuring a seamless process for our clients.
Representative examples of the ESOP matters we routinely handle include the following:
Operations consulting company – Represented in the 100% sale of its stock to an ESOP.
ESOP Trustee – Represented in the stock purchase of a medical practice revenue cycle management company in the formation of a 100% ESOP.
Construction company – Represented in the 100% sale of its stock to an ESOP and a related 1042 exchange.
Construction company – Represented in the 100% sale of its stock to an ESOP.
ESOP-owned S corporations – Represented in the acquisitions of additional government contractors to expand their existing businesses.
Emergency catering company – Represented in the 100% sale of its stock to an ESOP.
ESOP trustee – Represented in the stock purchase of a steel processing company in the formation of a 100% ESOP.
ESOP trustee – Represented in the stock purchase of an advertising trade firm in the formation of a 75% ESOP.
Lender – Represented in a US$47.5 million senior secured credit facility to a tree care company forming a 100% ESOP.
Private equity company – Represented in its acquisition of a US$200 million minority-owned ESOP company.
ESOP trustee – Represented in the stock purchase of an airport maintenance company in the formation of a 100% ESOP.
Private company – Represented a company that sold a majority stake in its ESOP-owned business to private equity (Ohio Employee Ownership Center 2018 ESOP Impact Award).
ESOP plan sponsor – Represented in its defense against its ESOP trustee’s attempt at removing its board of directors for alleged ERISA fiduciary breach violations.
Various companies – Represented in their pre-and post-corporate restructure to best position the respective company prior to the sale to the ESOP, and following the ESOP closing.
ESOPs are governed by the Internal Revenue Code and ERISA. ESOPs are qualified retirement plans, which are a core area of our day-to-day work. Our work in this area includes:
Drafting plan documents, trust agreements, summary plan descriptions and employee communications for all types of qualified plans (including employee stock ownership, pension, money purchase pension, profit sharing and 401(k) plans)
Preparing IRS filings with respect to plan qualification and subsequent compliance
Plan terminations, both full and partial
Plan spinoffs and mergers
Miscellaneous plan administration matters
Our qualified retirement plan services include:
Monitoring all aspects of ERISA and federal tax law, including the new SECURE Act 2.0 legislation, to identify areas of potential exposure and offer cost-effective solutions
Planning regarding program structure and design, including providing advice on benefit strategies and policies with respect to eligibility and participation requirements
Counseling ESOP plan committees, trustees and other plan fiduciaries about administrative matters and their powers, as well as their duties under ERISA and other applicable laws
IRS submissions of plans and amendments for IRS determination letters
Conducting fiduciary operational reviews
Advising on and supervising corrective actions and, if necessary, submitting these actions to the IRS and DOL
Representing employers in IRS and DOL audits
Advising ESOP-owned S corporations regarding Internal Revenue Code Section 409(p) anti-abuse rules
Compliance with law advice on various administrative issues involving ESOP-owned S corporations and C corporations, including diversifications, distributions, qualified domestic relations orders, pass-through voting, Form 5500 and tax-qualification compliance
ESOPs are subject to audit by both the IRS and the DOL, and such audit activity has increased dramatically in recent years. In addition, after the DOL entered into a processing agreement with the GreatBanc Trust Company, DOL and IRS ESOP audits have grown exponentially. As such, we have represented our ESOP clients in all aspects of audits, including attempts to resolve issues with the examining agent, appeals within the IRS or DOL, and litigation. The use of effective legal counsel in connection with such audits is an extremely cost-effective way to reduce or eliminate claims.
Our team represents employers and plan fiduciaries in all manner of litigation with respect to benefits matters, including the defense of alleged violations of ERISA, claims based on malfeasance in the administration of a plan or the investment of its assets, various claims based on alleged denials of health insurance coverage or reimbursement, or alleged discrimination in coverage or benefits.
We represent clients in their ERISA litigation throughout the US
Our successes include numerous published decisions
We have extensive experience in ERISA class action litigation
We are the co-author of “ERISA Fiduciary Claims: Planning, Protecting and Preparing for Class Actions,” appearing in Employee Relations Law Journal
Additionally, we have the technical know-how on ERISA counseling and fiduciary investigative audits, and due diligence regulatory and operational compliance reviews of qualified retirement plans, which further complements and enhances our litigation capabilities around the country.
Our Corporate Practice Group is a leading corporate group with more than 400 corporate lawyers. We are ranked consistently by Law360 as one of the Top 20 law firms that have the largest global presence and were involved in the largest, most significant and groundbreaking international and cross-border matters over the past year.
We are consistently recognized among the top-ranked legal M&A practices for corporate transactions. Our US corporate lawyers have extensive experience in advising on all types of transactions, meaning that our lawyers have great market insight. When it comes to M&A, we provide comprehensive multidisciplinary services from deal inception through the closing process and post-closing integration.
Market Recognition
Tier 1 for mid-market M&A (up to US$500 million) – Legal 500 US 2024
Band 1 for M&A – Chambers USA 2024
Tier 1 for Corporate – Best Lawyers Best Law Firms 2024
Tier 2 nationally for M&A – Best Lawyers Best Law Firms 2024
Ranked 11th for US Middle Market: Announced Deals (ranked by volume of deals) – Factset Q1, 2024
Ranked Top 30 globally by volume of deals – Mergermarket Global Legal Adviser 2023
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