We understand that tax issues are central to our clients’ business and personal decisions and we provide our legal advice with a constant view toward creating the best possible after-tax outcomes for our clients. Mark R. Mohler hold a Master of Laws in Taxation degree and has significant experience in corporate and individual tax matters associated with business transactions and mergers and acquisitions as well as tax disputes with IRS and state taxing authorities. Reed Clary is a lawyer as well as a CPA with a deep understanding of tax matters. By understanding the tax implications of legal matters, we seek to ensure that clients do not pay unnecessary tax burdens or lose valuable tax benefits that we often see from lawyers who are unaware of these issues.
Mergers and Acquisitions
Buying and selling businesses quite naturally raises tax issues. When considering both the form of a transaction, such as whether to buy or sell assets or equity, as well as structuring the transaction as either a taxable transaction or, where possible, a tax-free transaction, knowledge of tax ramifications and rules is a critical component of a successful transaction.
Choice of Entity and Reorganizations
Often times, decisions made in the earliest stage of a business will have long-term tax implications never imagined by the founders. Unfortunately, there is no “one size fits all” solution for the decision as to whether to initially form your company as a corporation, limited liability company or other form of entity. When properly made, this decision must take account of funding plans, characteristics of likely investors as well as state and federal tax implications. This decision must also consider the ability to move to a different form of entity at a later time and the tax consequences and costs associated with such a conversion. The simply reality, in our experience, is that most advisors, from both the legal and accounting professions, fail to understand the relevant issues and resulting implications. Some decisions, once made, cannot be undone without negative tax consequences. We seek to avoid those problems by identifying the important issues for our clients in advance. See our Startup Kit for more information on how we navigate these and other critical components of business formations at a single fixed price. Getting choice of entity right takes time and a deep understanding of the contemplated business. We use our Startup Kit to allow our clients to spend that time without concern over the legal costs associated with straight billable hours.
Incentive Equity and Employee Compensation
For most businesses, equity compensation is an important feature of aligning interests with key employees and obtaining and retaining those employees through time. We understand the legal and tax issues associated with granting and vesting incentive equity. From restricted stock, incentive stock options, non-qualified stock options, we structure incentive equity plans that comply with relevant tax rules. For LLCs treated as partnerships or other partnership structures, we assist clients with establishing incentive equity plans that reach the intended tax result–such as through the creation of membership interests that qualify as “profits-only” interests for tax purposes. When considering the sometimes complex rules associated with granting incentive equity and vesting it through time, it pays to have lawyers that understand what an 83(b) election actually does.
Estate and Personal Planning
Estate plans require knowledge of alternatives and the ramifications of those alternatives. We develop estate plans designed to ensure that our client’s wishes are carried out. We have experience with everything from highly complex wills and trust agreements to simple wills, powers of attorney and healthcare documents. Our private wealth practice focuses on representing high net-worth families and their closely held businesses. This practice includes asset protection strategies and wealth-preservation planning. As lawyers representing many small and medium-sized businesses, we understand the challenges of generational business succession and the tax aspects of concentrated asset positions.