Wendel Rosen’s broad-based domestic tax practice is largely driven by its impressive transactional practice, with an emphasis on entrepreneurial clients and the closely-held business/private equity sector. The firm’s tax attorneys work efficiently and provide clear and strategic advice.
Business and Real Estate
Members of Wendel Rosen’s tax group routinely work with the firm’s other transactional and real estate attorneys to ensure that tax issues in complex corporate or real estate transactions are effectively addressed and to ensure that such transactions are structured in the most advantageous manner for tax purposes.
The firm’s tax practice also encompasses tax controversy in both administrative and court proceedings involving tax disputes with the IRS and the California Franchise Tax Board. Our practice before the IRS also includes, in appropriate circumstances, applying for private letter rulings to obtain hard or soft comfort concerning the federal income tax consequences of various complex transactional matters.
Our income tax planning includes advising clients on techniques that can be deployed to minimize or defer recognition of income, such as installment sales, deferred payment arrangements and tax-deferred exchanges of commercial/investment real property, such as 1031 exchanges. In addition, we are actively involved in assisting our clients to determine the most ”tax efficient” structures to utilize for their businesses activities and operations.
Family-Owned Business and Succession Planning
Many of our clients are successful family-owned businesses whose owners have worked hard for years to build their businesses and wish to ensure that the business will remain successful and family-owned for generations to come. We work closely with these clients to develop targeted succession planning strategies to minimize income and estate taxes while simultaneously providing for the transfer of the business to subsequent generations.
Wendel Rosen’s tax team takes pride in understanding the business needs of its clients and providing both federal and state solutions to the myriad of tax challenges with which they are often confronted.
Engaged as an expert consultant and witness in a case involving a multi-million dollar transaction challenged by the IRS as a “bogus optional basis tax shelter in which the partnership had allegedly used an Internal Revenue Code Section 754 election to inappropriately increase the basis of its property”. The case was resolved in the client’s favor.
Engaged as special income tax counsel to advise on the income tax consequences of a proposed downstream merger of a Delaware corporation engaged in the business of designing, manufacturing and installing photovoltaic solar energy systems. Representation included applying to the IRS for and obtaining a private letter ruling that the proposed transaction was not substantially equivalent to a taxable liquidation of the target company.
Engaged as tax and corporate counsel for a privately-held U.S. corporation involved in the manufacture and international distribution of high-end audio equipment in connection with its acquisition by an Italian joint stock corporation and a private equity fund incorporated in Italy. The transaction was structured to qualify for an exception to the general rule of §367(a) of the Internal Revenue Code which requires gain recognition in the case of certain transfers of stock in a U.S. corporation by a U.S. person to a foreign corporation.
Participated with the firm’s estate planning group to design and implement a family-owned business succession plan for a high net worth entrepreneurial client. Over a period of several years, the plan achieved the client’s succession planning objectives and produced substantial minimization (to the tune of over $70 million) of income, estate and gift tax consequences through the use of a number of relatively sophisticated techniques, including the deployment of multiple intentionally defective grantor trusts.
Engaged to provide an expert witness report in connection with a case before the United States Tax Court in which the principal issue was establishing the fair market value of certain issued and outstanding shares of the non-voting common stock of a group of affiliated California corporations. The shares in question had been the subject of certain intra-family gift and sales transactions that were challenged by the IRS.
05/24/2019 | Oakland Business Review
[This article was originally published in the Oakland Business Review in the May / June 2019 issue.] Passing interests in a family business to the next generation in a tax-sensitive…More
03/01/2018 | Trusts and Estates Practice Group
[Click here to go back to "Decoding the Tax Cuts and Jobs Act of 2017 for Estate and Wealth Planning" page.] The Tax Cuts and Jobs Act of 2017 (Tax…More
03/01/2018 | Trusts and Estates Practice Group
[Click here to go back to "Decoding the Tax Cuts and Jobs Act of 2017 for Estate and Wealth Planning" page.] The following provides a summary of the changes to…More
|03/01/2018||Publication||Trusts and Estates Practice Group||2018 Summary of Changes to Income Tax for Individuals|
|03/01/2018||Publication||Trusts and Estates Practice Group||Decoding the Tax Cuts and Jobs Act of 2017 for Estate and Wealth Planning|
|09/07/2016||Publication||Financial Advisor||Tax Strategies For Family-Owned Businesses|