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
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.
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.
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