U.S. Federal Tax Matters

Our practice involves virtually all aspects of federal income and excise taxes, as well as state income, franchise, sales and use, and property tax. Regarding state tax controversies, see State and Local Taxation. Robert W. Wood's admission to practice in a variety of jurisdictions (including England and Wales, where he is a Solicitor, and both Canada and Australia where he is an Associate Member of the Bar) facilitates such representation, especially where both U.S. and U.K. tax law is in question. Regarding international tax, see International and Multi-jurisdictional Practice.

Our tax practice involves both tax planning and tax controversy work. Our attorneys are skilled in tax law, estate planning and trust administration, executive and corporate compensation and benefits planning, subchapter C and S issues, consolidated returns, tax accounting, structuring international transactions, and the taxation of pass-through entities, such as S corporations, partnerships, limited liability partnerships and limited liability companies. Regarding exempt and nonprofit organizations, see Tax-Exempt and Nonprofit Organizations. For tax controversies, see Tax Controversies and Litigation.

Representations involving tax advice in non-litigated tax matters have included:

• Rendered a tax opinion on the applicability of the general welfare exception from income to a record-breaking verdict against a state educational department and school district for substandard education.

• Sought and obtained an IRS Private Letter Ruling for a corporation that had mistakenly failed to file an S election; we retroactively secured S status, despite the passage of 23 years.

• Represented a large public university in evaluating changes to its withholding tax responsibilities.

• Advised a company owning several television stations on post-sale tax planning.

• Advised a discordant family company on several tax efficient structural choices for a bifurcation of highly appreciated business properties among disparate family members.

• Advised an international labor law firm and its clients on the possibility of recovering millions of dollars of overwithheld employment taxes to a state taxing agency.

• Advised a group of litigants on tax alternatives to mitigate the tax effects on their receipt of a recovery of more than $90 million.

• Assumed negotiations with the IRS National Office in Washington over a ruling request concerning a multi-million dollar litigation settlement.

• Rendered a tax opinion to a large financial institution concerning the treatment of a more than $100 million judgment.

• Rendered tax advice on structuring the largest punitive damage verdict in Arkansas history.

• Advised a German executive departing from a German public company on the U.S. tax treatment of severance package and stock.

• Structured different methods of taxable and tax-free acquisitions for a publishing company which was acquiring several smaller publishing concerns.

• Advised a group of South American software distributors on the U.S. tax aspects of anticipated payments from European software distributors.

• Advised a prominent Canadian family on the anticipated U.S. tax burden expected to be borne by certain entities and estates on certain contemplated sales and restructuring.

• Analyzed and presented several different methods of disposition for a publishing company which was divesting itself of several smaller publishing concerns.

• Advised numerous resident aliens in the U.S. on the tax implications of foreign investments.

• Submitted a ruling request to the IRS National Office involving the tax status of a foreign reinsurance concern.

• Prepared an extensive analysis on several aspects of U.S. tax law for a large Japanese securities firm for their use in proposing amendments to Japanese tax laws that were ultimately adopted.

• Advised a high-tech company, its shareholders and their law firm on the tax aspects of negotiating and closing a tax-free sale of the company to a large public electronics company.

• Advised a group of New Mexico ranchers and their counsel on the tax and corporate aspects of restructuring of their jointly held corporation.

• Structured and obtained advance IRS approval on several tax-free spinoffs in various contexts, including the aerospace, food service, health care and construction industries.

• Implemented a tax-free restructuring and reorganization on behalf of a $100 million publishing company.

• Advised several U.S. citizens living abroad concerning tax planning issues.

• Represented a major Silicon Valley electronics company concerning the tax treatment of environmental liabilities.

• Advised several groups of Russian investors on U.S. tax planning, U.S. entities and acquisitions.

• Represented one of the largest U.S. agribusiness concerns in structuring the tax consequences of major litigation.

• Represented litigants in structuring the tax consequences of settlements and judgments in California, New York, New Jersey, Nevada, Texas, Kansas, Florida, Delaware, Rhode Island, Ohio, Connecticut, Illinois, Massachusetts, Minnesota, Montana, Indiana, Idaho, New Mexico, North Carolina, the District of Columbia, Alabama, Arkansas, West Virginia, Wyoming, Guam, England and Germany.

References available on request.