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Tax Advice for Businesses and Owners

Morris James' attorneys represent business clients and business owners in dealing with partnership, corporate, and individual tax issues through the entire cycle of entity formation, business operations, acquisitions, dispositions and reorganization transactions, and succession planning.  In addition, we also represent clients in the financial sector, both nationally and internationally, on a variety of tax-related matters, including complex aspects of carried interest programs and tax equalization analysis, and related litigation and arbitration of claims.

We regularly counsel business owners, investors, and entrepreneurs seeking tax-efficient entity formation and operational structures using corporations, limited liability companies, limited liability partnerships, and Delaware statutory trusts.  In addition to choice of entity issues, we advise our clients concerning capitalization options and a full array of ownership and management issues.

Our attorneys prepare organizational documents that are appropriate for the type of entity selected and that properly reflect our clients’ individual requirements.  Working with our clients and their professional advisers, we develop suitable pre-incorporation agreements, buy/sell and other restrictive agreements, and employment agreements for business owners and key employees.  When insurance-funded buy/sell agreements are utilized, we analyze and advise our clients on the most tax-advantaged and practical structure, including consideration of a separate insurance LLC to efficiently implement a cross-purchase between multiple owners.

We are frequently called on to provide advice concerning S corporation elections, especially those involving existing corporations and corporations with complex ownership or capital structures.  We have assisted numerous corporate clients in modifying capital structures to position for S elections, and in analyzing ownership and making elections allowing various types of trusts as S corporation stockholders. Similarly, we frequently counsel clients and their advisers about partnership elections and complex partnership tax accounting matters.

Morris James' tax attorneys have successfully designed and implemented non-taxable reorganizations for acquisitions, mergers and recapitalizations, as well as spin-off or other divisive reorganization transactions.  We organize transactions with precision in both planning and timing, and with a comprehensive understanding of the tax compliance aspects and transactional requirements necessary to navigate the inherent complexities to take full advantage of the process.   We are experienced in structuring tax-deferred exchanges, including reverse exchanges, simultaneous exchanges, and multi-party exchange transactions, working directly with clients and with Morris James' real estate and transactional lawyers. 

Morris James' attorneys counsel business clients in developing appropriate employment agreements, as well as non-qualified deferred compensation arrangements.  We assist business clients in evaluating retirement plans, and various life insurance and disability insurance programs.  We advise our clients and other professionals in connection with qualified plan matters, including ERISA compliance. 

Morris James maintains a substantial representation of physician groups and other professional practices.  We advise our professional clients in matters of entity selection and formation, practice operation, compensation structures, acquisitions and affiliations, network formation, retirement plans, and succession planning.

Our attorneys also represent business clients in proceedings before federal and state tax authorities and administrative agencies, including the Internal Revenue Service, the U.S. Department of Labor, and the Delaware Division of Revenue.  We have assisted numerous clients in obtaining favorable private letter rulings from the National Office of the Internal Revenue Service, and have provided successful defenses in income tax and employment tax audits in the courts, as well as before administrative agencies.

Morris James’ business clients working with attorneys in other practice areas of the firm benefit from our tax knowledge in a variety of matters.  To name a few, we assist our colleagues in implementing tax-efficient strategies for real estate acquisitions, dispositions and financing, provide guidance as to state tax issues in structured finance transactions, and help in structuring transactions to minimize state transfer taxes.

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