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
Ninth Circuit Affirms CCRC’s GAAP Accounting Method for Recognizing Deferred Entrance Fees
Partner Fred Weil explains how the Ninth Circuit held that a Continuing Care Retirement Community’s accounting method for deferred entrance fees complies with the Generally Accepted Accounting Principles (GAAP), affirming a U.S. Tax Court ruling in favor of an entity operating a retirement community. This article offers important lessons for operators of for-profit retirement communities whose rights to income are conditioned on their performance, especially when providing care for residents for the rest of their lives.
Pulse on the Polls - What’s at Stake: Tax
Governor Signs Three New Laws Protecting Water Agencies and their Customers From Higher Costs
In the past week, California's Governor signed into law three bills to ensure fair water rates across California. 1) SB 1072 requires that any surplus funds collected from water & wastewater customers be used to reduce future fees. 2) AB 1827 confirms that meter charges and peak usage associated with higher costs of water service are appropriate components of water fees. 3) and, AB 2257 provides a framework for an administrative exhaustion procedure that will create more protections from Prop. 218 lawsuits for water, sewer, and solid waste agencies in the future.
Interactive Guide to Qualified Trades or Businesses for QSBS Qualification
This interactive guide reviews each piece of administrative guidance issued by the IRS on qualified trade or business status under IRC section 1202(e)(3).
California's “Hidden Fees Statute” Goes into Effect on July 1, 2024
California Senate Bill 478 comes into effect July 1, 2024. This new law requires a business to advertise the full price that consumers will pay with no hidden fees.
Moore v. United States: SCOTUS Rules MRT Is Safe and Sound
The U.S. Supreme Court ruled that the Mandatory Repatriation Tax is constitutional. Taxpayers may rest assured that the U.S. tax system has not been upended.
Supreme Court Blocks Taxpayer Initiative from November Ballot
On June 20, 2024, the California Supreme Court ruled that the Taxpayer Protection and Government Accountability Act cannot appear on the general election ballot in November.
We’ll Take This Way Too Farhy: D.C. Circuit Reinstates Section 6038(b) Penalties
On May 3, 2024, the Court of Appeals for the District of Columbia reversed the Tax Court’s decision in Farhy v. Commissioner, allowing the IRS to assess penalties for failure to file international information returns like Form 5471. This emphasizes the importance of taxpayers understanding their rights in IRS collections due process hearings.
QSBS Holding Period and $50 Million Test in Ju vs. United States: A Patent Oversight
In Ju vs. U.S., the U.S. Court of Federal Claims rejects the taxpayer's arguments on establishing holding period and satisfying the aggregate gross assets test for QSBS purposes.
How LLCs May Help Maximize Qualified Small Business Stock Benefits
Starting a business as an LLC can generate significant tax savings on the sale or exchange of Qualified Small Business Stock (QSBS). This article examines how LLCs can maximize benefits, looking at general formation and LLC structuring considerations with examples.
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