Tax
Tax
Our firm represents a variety of clients, from individuals, partnerships, and limited liability companies, to corporations, government agencies, and nonprofit organizations. Our extensive practice includes a broad range of federal, state and local tax services involving income, estate, gift, and real property taxes, and ranging from personal and transactional tax planning to dispute resolution and tax litigation.
We regularly advise startup founders and venture capitalists on a variety of tax issues, including qualified small business stock (QSBS) and equity compensation issues, including forward contracts. We help founders optimize federal and state tax issues from formation until IPO. Our attorneys are nationally recognized as experts on startup tax issues and regularly publish and speak on tax issues affecting founders, early employees, and venture capitalists.
Many of our tax lawyers have extensive experience in corporate and business law, which enhances our ability to navigate complex tax issues in structuring transactions. Our approach is to carefully review each transaction, evaluate its history, identify the consequences of certain actions and, ultimately, provide options to clients in achieving their goals.
We have advised numerous companies on the tax ramifications of structuring partnerships, limited liability companies and corporations; mergers and acquisitions; and corporate and LLC divisions and spin-offs of subsidiaries. We collaborate with clients as a strategic partner, whether we’re advising families on gift and estate tax planning or guiding companies through corporate reorganizations. When tax disputes arise, we represent them in audits, appeals, and litigation.
In addition to federal tax planning, we assist clients with a wide range of state and local tax matters. When a dispute leads to litigation, we represent clients before the IRS, the Franchise Tax Board and the California Office of Tax Appeals. We also provide tax advice for U.S. and foreign individuals and entities, with particular experience in cross-border issues affecting taxpayers in the Pacific Rim.
Experience
- Corporate Tax: Advise C corporations, S corporations and other companies in all phases of development, from early formation to public offerings
- Employee Benefits: Advise employers on compensation and benefits tax issues, and individuals on benefit distributions, retirement plans and income and estate tax elections
- Health: Provide practical advice on such tax issues as “pay or play”
- Employment: Assist with a variety of issues, including payroll taxes, independent contractor controversies, and federal and state employment tax audits
- Nonprofit and tax-exempt entities: Advise on formation and compliance issues
- Partnership tax: Cover sales and purchases of limited liability company and partnership interests and assets, as well as carried interest issues
- Real estate tax: Advise on tax-free exchanges under Section 1031 as well as Proposition 13 reassessment rules and local real property transfer taxes
Key Contacts
News & Resources
IRS Clarifies Income Tax Withholding and Reporting Obligations for Uncashed Retirement Checks
On July 16, 2025, the Internal Revenue Service (the "IRS") released Revenue Ruling 2025-15 (the "Ruling") clarifying the income tax withholding and reporting obligations with respect to uncashed retirement plan distributions and subsequently issued retirement distribution checks. The ruling makes clear that when determining an employer's (or the proper withholding agents, like plan administrator's) withholding and reporting obligation the focus is on the facts at the time of the retirement plan distribution.
Timing is Everything for QSBS After the One Big Beautiful Bill Act
The One Big Beautiful Bill Act modified the holding period rules for qualified small business stock, allowing for partial gain exclusion as soon as three years.
Will QSBS Become Even Bigger and More Beautiful?
The Senate’s June 2025 reconciliation bill would expand IRC 1202 benefits—though final passage remains uncertain.
United States Tax Planning for Foreign Founders Moving to the US: Planning for Qualified Small Business Stock Benefits
Tax considerations for non-US startup founders seeking QSBS benefits after re-incorporation in the US.
Southern California Wildfires: Employers Should Be Aware of Potential Financial Resources for Employees
Employers whose employees have been affected by the Southern California Wildfires should be aware of financial resources that can be available from the employer and employer-sponsored plans and programs to assist during a disaster.
California and IRS Provide Tax Relief to Citizens of Los Angeles County Following Wildfires
The IRS and California's Franchise Tax Board have both announced relief for taxpayers in Los Angeles County following the tragic wildfires of January 2025.
Appeal of S. Ferreira: A Cautionary Tale on Changing Your California Residency and Domicile
The Office of Tax Appeals affirmed the Franchise Tax Board’s denial of Appeal of S. Ferreira, OTA Case No. 230814036, ruling that the refund request was invalid because the taxpayer had not properly severed ties with California and failed to establish sufficient ties in Florida.
Updates to Beneficial Ownership Information Reporting Deadlines
FINCEN Updates to Beneficial Ownership Information Reporting Deadlines with most deadlines extended until mid-Januray 2025
January 1, 2025 Corporate Transparency Act Filing Deadline Reinstated by 5th Circuit
The 5th Circuit stayed a nationwide injunction barring enforcement of the Corporate Transparency Act (CTA), reinstating requirements for reporting companies to disclose information about beneficial owners to FinCEN, with filing deadlines varying by incorporation date, with most companies having a deadline of January 1, 2025, as part of efforts to enhance transparency and combat financial crimes.
A Holiday Gift from the IRS: New IRS Form for Section 83(b) Elections
The IRS introduced Form 15620 to standardize the filing of Section 83(b) elections and streamline tax compliance for founders, early-stage employees, and other individuals navigating certain types of award grants subject to vesting.
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