Tax Law
________________________________________________________________________________________________________________
________________________________________________________________________________________________________________
The Maalouf Ashford & Talbot Tax Group advises a wide range of business clients on the tax aspects of their international and domestic operations and financial transactions. We are experienced in general corporate tax matters relating to business combinations, investment funds and entity structure. As leaders in the areas of international trade and finance law, our lawyers are highly regarded for their indepth knowledge and understanding of the tax issues that are central to structuring cross-border transactions, mergers and acquisitions, investment funds and REITs.
Corporate Tax
Our Tax Group lawyers help business clients effectively plan and administer their operations for both compliance and tax benefit maximization in the following areas:
▪ Business Combinations. We advise potential acquirers and targets of acquisitions, as well as their outside advisors, on the tax consequence
of proposed transactions. We negotiate taxable and tax-free mergers, acquisitions, spin-offs and dispositions, plus sales and combinations
of incorporated and unincorporated entities and their assets.
▪ Entity Structure. Choosing the right business entity can minimize taxes, and we regularly advise a wide range of public and private
businesses on their structure and operation as S or C corporations, limited liability companies (LLCs) and partnerships (LLPs). Maalouf
Ashford & Talbot lawyers are also skilled advisors on the complex tax issues of bank conversions from mutual to stock form.
▪ Financing. We advise issuers and underwriters on the tax implications of domestic and international offerings of debt and equity securities,
and the tax impact of equity and debt restructurings in bankruptcies and insolvencies.
▪ International Operations. We are extremely knowledgeable about the complex laws governing international operations and ventures, and
the tax treatment of the royalties, dividends and interest that they generate. We also regularly advise on the tax treatment of asset
repatriation, on foreign tax credits, and the tax treatment of equity and cash in trans-border mergers and acquisitions.
▪ State and Local Taxation. We have considerable experience in state and local taxation, particularly as it affects interstate banking and the
rise of e-commerce. We help clients plan tax minimization and compliance strategies regarding such issues as nexus, apportionment,
unitary reporting and local sales and transfer taxes.
▪ Mergers and Acquisitions. We assist buyers and sellers of public and private companies, and their financial advisors, with all aspects of
tax planning. We regularly advise on the entity forms that offer the best tax advantages when buying and selling a business, then help
structure the deal so that sellers receive the most tax-favorable stock/cash mix and capital gains treatment, while buyers maximize tax
advantages from amortization, depreciation and borrowing costs.
REITs
We have a deep knowledge of the tax implications of Real Estate Investment Trust (REIT) practices. Because REITs are created under the Internal Revenue Code, we focus on tax planning for public and private REIT offerings and re-securitizations. Our experience covers all aspects of REIT formation, operation and liquidation, as well as mergers, acquisitions and dispositions. We structure and advise REIT partnerships, qualified REIT subsidiaries and preferred stock subsidiaries, to ensure that our clients satisfy evolving requirements and tests.
Individual Tax Issues
We advise clients on tax issues regarding income, gift and estate taxes, generation-skipping transfer taxes and fiduciary income taxes. Our programs fulfill client objectives while minimizing adverse tax consequences. We also represent executors and trustees, including a substantial number of corporate fiduciaries, and family business principals and executives in the tax aspects of their administrative duties, including: (i) Estate tax valuation issues; (ii) Preparation of estate tax returns, (iii) Estate tax audits and (iv) Fiduciary income tax planning.
Corporate Tax
Our Tax Group lawyers help business clients effectively plan and administer their operations for both compliance and tax benefit maximization in the following areas:
▪ Business Combinations. We advise potential acquirers and targets of acquisitions, as well as their outside advisors, on the tax consequence
of proposed transactions. We negotiate taxable and tax-free mergers, acquisitions, spin-offs and dispositions, plus sales and combinations
of incorporated and unincorporated entities and their assets.
▪ Entity Structure. Choosing the right business entity can minimize taxes, and we regularly advise a wide range of public and private
businesses on their structure and operation as S or C corporations, limited liability companies (LLCs) and partnerships (LLPs). Maalouf
Ashford & Talbot lawyers are also skilled advisors on the complex tax issues of bank conversions from mutual to stock form.
▪ Financing. We advise issuers and underwriters on the tax implications of domestic and international offerings of debt and equity securities,
and the tax impact of equity and debt restructurings in bankruptcies and insolvencies.
▪ International Operations. We are extremely knowledgeable about the complex laws governing international operations and ventures, and
the tax treatment of the royalties, dividends and interest that they generate. We also regularly advise on the tax treatment of asset
repatriation, on foreign tax credits, and the tax treatment of equity and cash in trans-border mergers and acquisitions.
▪ State and Local Taxation. We have considerable experience in state and local taxation, particularly as it affects interstate banking and the
rise of e-commerce. We help clients plan tax minimization and compliance strategies regarding such issues as nexus, apportionment,
unitary reporting and local sales and transfer taxes.
▪ Mergers and Acquisitions. We assist buyers and sellers of public and private companies, and their financial advisors, with all aspects of
tax planning. We regularly advise on the entity forms that offer the best tax advantages when buying and selling a business, then help
structure the deal so that sellers receive the most tax-favorable stock/cash mix and capital gains treatment, while buyers maximize tax
advantages from amortization, depreciation and borrowing costs.
REITs
We have a deep knowledge of the tax implications of Real Estate Investment Trust (REIT) practices. Because REITs are created under the Internal Revenue Code, we focus on tax planning for public and private REIT offerings and re-securitizations. Our experience covers all aspects of REIT formation, operation and liquidation, as well as mergers, acquisitions and dispositions. We structure and advise REIT partnerships, qualified REIT subsidiaries and preferred stock subsidiaries, to ensure that our clients satisfy evolving requirements and tests.
Individual Tax Issues
We advise clients on tax issues regarding income, gift and estate taxes, generation-skipping transfer taxes and fiduciary income taxes. Our programs fulfill client objectives while minimizing adverse tax consequences. We also represent executors and trustees, including a substantial number of corporate fiduciaries, and family business principals and executives in the tax aspects of their administrative duties, including: (i) Estate tax valuation issues; (ii) Preparation of estate tax returns, (iii) Estate tax audits and (iv) Fiduciary income tax planning.
