Transactional Tax and Tax Planning

M&A Tax
Marshaling the robust and extensive resources and capabilities of our nationally recognized M&A practice, Taft provides end-to-end tax counsel on mergers, acquisitions, divestitures, strategic partnerships and alliances, private equity and venture capital investments, recapitalizations, and other complex restructuring transactions. Our attorneys integrate seamlessly with deal teams, boards, and in-house counsel to ensure every consideration, every term, and every option is viewed through the lens of its tax consequences, revealing liabilities and exposures, maximizing efficiencies, and ensuring tax strategies hold up under governmental scrutiny.

For domestic and international transactions and on behalf of public and private companies spanning all sizes and industries, Taft’s M&A tax attorneys provide meticulous due diligence, advise on financing structures and investment strategies, and work to ensure compliance with all applicable tax rules, regularly requesting private letter rulings or issuing tax opinions that can support and facilitate transactions.

Federal Tax Structuring and Restructuring
With an immersive understanding of federal tax laws, rules, opinions, and enforcement approaches and priorities, Taft’s tax attorneys develop structuring and restructuring strategies for every stage in the business lifecycle. From seizing opportunities afforded by the Qualified Small Business Stock (QSBS) exclusion and Qualified Opportunity Zone (QOZ) investments to providing thorough analysis under Subchapters C and S, the consolidated return regulations, and applicable treaty provisions, Taft’s lawyers strive to make the Tax Code a productive instrument for our clients rather than accept it as a potential impediment to their goals.

Our extensive experience with tax-free reorganization helps corporations and their shareholders navigate the exacting requirements of the Internal Revenue Code to achieve their strategic objectives without triggering immediate federal tax liability.

When federal tax law changes, as it does sporadically, Taft’s lawyers leverage deep institutional knowledge and up-to-the-minute insights in equal measure to provide rapid-response planning and restructuring advice. We interpret new legislation and regulatory guidance, model the economic impact of alternative structures, and help clients reposition their affairs to capture opportunities or mitigate costs before effective dates arrive.

International Tax Planning and Strategy
Attorneys in Taft’s International Tax practice have extensive experience in helping clients plan for and manage the complexities of operating in international commerce. We have assisted clients with both inbound and outbound investment transactions, including multi-billion dollar taxable acquisitions of foreign targets by domestic corporations, acquisitions and dispositions of foreign targets by private equity firms, tax-deferred reorganizations involving foreign corporations with U.S. owners, and the commencement of U.S. operations by foreign companies. The scope of our services includes everything from the provision of formal tax opinions to the review of proposed transactions to identify risks and opportunities.

State and Local Taxation
With more than 10,000 taxing jurisdictions across the United States, each with its own rules, rates, and administrative procedures, even well-counseled companies face meaningful exposure without rigorous, jurisdiction-specific planning. Our State and Local Tax (SALT) practice provides the breadth and depth of experience that national and multi-state businesses require.

We advise clients across the full spectrum of SALT matters, including corporate income and franchise taxes, sales and use taxes, tax increment financing, gross receipts taxes, property taxes, and unclaimed property obligations. Our attorneys assist companies in analyzing nexus and apportionment issues arising from evolving standards and help them assess their footprint, quantify risk, and implement structures to minimize multi-state tax burdens in a compliant and defensible manner.

Federal Tax Credits
An abundance of tax-advantaged opportunities and credits offer companies significant upsides and savings, but obtaining them requires precise planning and execution. Taft brings together a multifaceted group of attorneys, CPAs, actuaries, and data analytics specialists, all of whom are extraordinarily well-versed in the federal tax credit landscape, to identify and seize tax credits that deliver impactful benefits.

Our R&D Tax Credit group manages tax credit projects for multinational corporations, large privately held conglomerates, start-up enterprises, and businesses with R&D activities spanning a wide range of industries. We leverage our deep insights to continuously improve and swiftly pivot our processes and deliverables to best defend taxpayer credits with robust computational workpapers and audit-ready substantiation.

Taft is equally adept and experienced in all aspects of New Markets Tax Credit (NMTC) transactions. Our Tax Credit Finance team has represented developers, CDEs, and lenders on projects totaling hundreds of millions of dollars nationwide. Our attorneys have been involved in the NMTC industry since its inception and possess a comprehensive understanding of not only the technical and legal aspects of the NMTC program, but also the business of being in the NMTC industry.

Our attorneys also offer the full suite of legal services for renewable energy tax credit transactions. We have worked with sponsors, developers, tax credit investors (including both banks and widely held corporations), and tax equity syndicators to facilitate the utilization or monetization of tax credits through traditional tax equity financing, tax credit transfers pursuant to Section 6418 of the Code, and ‘direct pay’ transactions under Section 6417 of the Code.

Accounting Method Services
Taft’s attorneys advise clients on identifying, substantiating, and documenting federal accounting method changes. By selecting and implementing the most favorable available methods, we help companies accelerate deductions, defer revenue recognition, and generate meaningful improvements in cash flow.

Every engagement begins with a thorough review of the client’s specific facts, circumstances, and current tax treatment. From there, we determine whether a more advantageous approach is available, establish the procedural framework for implementing the change, and prepare the documentation necessary to support the position in any future IRS correspondence. Our recommendations account for both the financial upside of a given strategy and the administrative demands of sustaining it, allowing our clients to make fully informed decisions.

We regularly counsel clients on a wide range of accounting method issues, including ASC 606 revenue recognition implementation, tax reform amendments affecting revenue recognition and small business simplification, advance payments received under gift card, membership, subscription, and goods-and-services arrangements, long-term contract accounting, bad debt expense timing, and the treatment of accrued bonuses and professional fees.