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Special Tax Counsel
Federal tax laws are complex, frequently changing, and often demand legal counsel solely focused on them. Therefore, many lawyers call on attorneys with extensive experience in federal tax law when needed. At Vorys, we often assist other law firms that serve as the principal counsel for clients on matters requiring in-depth experience in the federal tax arena.
Whether we are formally engaged by the client or the principal counsel, we work collaboratively with the appropriate parties in structuring tax-efficient solutions.
The principal counsel can have confidence that we understand our supporting role in these limited-scope engagements.
Recent examples of transactions in which we have acted as special tax counsel include:
- Complex flow-through entity restructurings
- The sale of an S corporation with an Internal Revenue Code Section 336(e) election
- The issuance of a complex “profits interest” in a joint venture
- A private settlement agreement involving dozens of flow-through entities with substantial intercompany debt
- With respect to a hotel, a part like-kind exchange/part tax-deferred contribution and rollover to the joint venture purchaser
Examples of additional situations that would be good candidates for such engagements:
- Rollover of gain into a qualified opportunity zone
- A debt workout
- Structuring a complex like-kind exchange (e.g., reverse, build-to-suit, leasehold, or partners wanting to go their separate ways)
- Need to sell equity interests (due to, e.g., licenses), but corporation has unwanted assets
- Avoiding the “anti-churning” rules on a rollover
- Avoiding the “disguised sale” rules on a complex LLC or partnership formation
- Avoiding an adverse allocation of tax basis in a divestiture involving an earn-out
- A litigation settlement (e.g., tax treatment and required reporting)
- A tax dispute with the Internal Revenue Service