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Tax Advice for Businesses and Owners

representing business clients and owners

Advice throughout the entire cycle of entity formation.


Morris James' tax 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.

Business Formation

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, including buy/sell and other transition matters.

With a proper understanding of the clients’ needs and circumstances, we then follow through with the preparation of organizational documents appropriate for the entity selected and designed to accomplish their distinct goals. This often includes ancillary documentation such as employment agreements for the business owners and key employees to define terms of compensation and other arrangements, and also preserve company value with restrictive covenants on competition and solicitation in the event of termination.

S-Corporation Planning

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. Since the S election is also a consideration for taxation of an LLC, its viability is often evaluated in that context as well.  Similarly, we frequently counsel clients and their advisers about partnership elections and complex partnership tax accounting matters.

Mergers, Reorganizations and Tax-Deferred Exchanges

Morris James' tax attorneys have successfully designed and implemented non-taxable reorganizations for acquisitions, mergers and recapitalizations, as well as spin-off and other divisive reorganization transactions. We organize transactions with precision in both planning and timing, and a comprehensive understanding of tax compliance and transactional requirements necessary to navigate the inherent complexities to achieve full advantage in 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 our Morris James' colleagues.

Professional Practices

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.

Tax Controversies

Our attorneys 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 clients in obtaining favorable private letter rulings from the National Office of the Internal Revenue Service, and provided successful defenses in income tax and employment tax audits in the courts, as well as before administrative agencies.

Employment Compensation

Morris James' tax 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.

Tax in the Team Setting

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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