Partnership and S Corporations
Our corporate and tax lawyers work closely together with clients, advising them with respect to general and limited partnerships, limited liability companies, and limited liability partnerships that are classified for tax purposes as partnerships. We provide counsel to clients that have elected S corporation status or are classified as disregarded entities for tax purposes. We advise them with respect to compliance and planning.

We have extensive experiences with disguised sales, tax disputes, debt finance allocations, and the tax affects of contributing or distributing appreciated property from partnerships and limited liability companies. We also structure complicated economic arrangements that involve special allocations of income and loss and multiple classes of ownership interest.

Venture Capital and Private Equity
Our venture capital and private equity attorneys regularly work with our tax specialists to help clients acquire start-up and established companies. Our expertise also is required when tax exempt entities are investors and unrelated business taxable income may result.

We have significant experience in creating single-member limited liability companies to achieve tax results that have liability protection. We help in the structuring of these acquisitions, especially when complicated economic arrangements exist or when management is granted a profits interest in the venture. We work with such groups and our bankruptcy practice in structuring acquisitions of companies in work out situations and in dealing with issues such as forgiveness of debt income.

Real Estate
Our tax attorneys assist our real estate lawyers to handle such matters as:

• acquisition and development of real property, including tax advice regarding the structure of ownership entities and transactions
• financing of real property assets, including mortgage loans
• sale/leasebacks
• sales
• like-kind exchanges
• other dispositions of real estate assets.

We also assist in the restoration of historic buildings and their conversion into residential condominiums.