Heller Ehrman's Tax practice provides a full range of services in the areas of federal, state and local taxation, including complex capital markets transactions and inbound and outbound foreign investment transactions and operations.  We handle tax matters for all types of taxpayers – from businesses dealing with multiple, complex problems to individuals facing isolated issues. While we typically work closely with lawyers in other Heller Ehrman practice groups, we also act as special outside tax counsel to companies and their boards. In addition, we provide transnational tax and estate planning for foreign individuals and entities with interests in the United States and for U.S.-based multinationals and individual entrepreneurs engaged in business enterprises overseas.

Facts About Our Practice

Although our tax practice embraces all aspects of commercial and individual tax law, our experience in several areas distinguishes us:

• Transactional Tax Planning
• Real Estate
• Securitization
• International Tax
• Executive Compensation
• Employee Benefits
• Facility Financing
• Clean Tech
• Tax Controversies
• State and Local Tax
• Wealth Management
• Exempt Organizations
• Criminal Tax

Our Capabilities

Transactional Tax Planning

A central part of our tax practice is tax planning for business transactions.  We have extensive experience handling the broad range of tax issues that arise in corporate acquisitions, dispositions and reorganizations; private equity transactions and fund formations; leveraged buyouts; capital structure restructuring; joint ventures; technology transfers; and stock option and executive compensation planning.  We have particular experience concerning the tax issues facing a number of specific industries, including financial services (investment advisors, financial institutions and venture capitalists), real estate (REITs, syndicators, developers, and tax-exempt and foreign investors), and high technology enterprises (biotechnology and computer software and hardware). 

Real Estate

We handle both traditional real estate transactions (such as like-kind exchanges, workouts and partnership and limited liability company transactions) and complex multiparty securitized transactions (such as REITs, tax-exempt/taxable entity pools and transactions involving foreign investors) throughout the United States.

Securitization

We regularly represent issuers in securitization transactions, particularly “tax sensitive” securitizations such as real estate mortgage investment conduits and off-shore collateralized debt obligations.  We were one of the first law firms in the country to close an offshore net interest margin securities transaction. 

International Tax

Our international activities arise from two separate sources:  we represent foreign-based clients with interests in the United States, and we assist the firm’s corporate clients with tax issues they face as they expand globally.  Our foreign-based clients include foreign governments, foreign trading companies and individuals.  We also represent  corporate clients in transactions ranging from highly complex cross-border acquisitions, dispositions and reorganizations, to the establishment of foreign entity structures to export sales and cross-border transactions.

Executive Compensation

We regularly assist clients with the full range of issues involving compensation for both private and public companies.  We draw upon the knowledge and experience of attorneys across practice groups to address matters that arise in the context of compensation design and operation, employment and separation agreement negotiation, executive tax planning, state and federal securities law and tax law compliance with respect to stock options and other equity compensation, merger and acquisition compensation planning and negotiation, and corporate governance with respect to executive and equity compensation.

Employee Benefits

We represent commercial employers as well as government and nonprofit organizations in their sponsorship of employee pension and welfare benefit plans and various types of deferred compensation arrangements.  We also advise financial institutions that offer trustee and investment-management services to employee benefit plans, counsel sponsors of pooled investment funds and advise executives on the tax consequences of distributions from employee benefit plans and individual retirement accounts.  Our employee benefits knowledge is frequently called upon in corporate transactions, including mergers, acquisitions and leveraged buyouts using employee stock ownership plans.

Clean Tech

We work closely with attorneys in our energy and corporate practice groups to assist a number of clients making advancements in energy technologies. We work with clients across all sectors of the energy industry in project development and finance, policymaking and other matters. We assist emerging clean tech companies in areas including formation and organization, financings, mergers and acquisitions, and executive compensation and benefits.

Tax Controversies

We regularly represent clients in administrative proceedings before the Internal Revenue Service, state and local tax authorities, and in state and federal courts.  We have particular proficiency in highly contentious audits.  Our experience includes representing Barclays Bank in its challenge to the application of California's unitary tax before the U.S. Supreme Court.

State and Local Tax

Our state and local tax practice, focuses heavily on tax controversy matters for large multistate corporate taxpayers and high net worth individuals.  We deal regularly with problems of corporate franchise and income tax, personal income tax, taxation of partner­ships and limited liability companies, sales and use tax, property tax, state employment taxes, gross receipts and other business taxes (including business license taxes and the Washington State Business and Occupation Tax) and miscellaneous special taxes. In addition to tax controversy work, we regularly advise clients on state and local tax matters affecting myriad business transactions.  We also have considerable experience in legislative and quasi-legislative work and have represented both individual clients and trade associations in drafting and commenting on legislation and regulations affecting state and local taxes.

Wealth Management

Our wealth management attorneys provide premium estate planning services to the firm’s individual clients.  We assist families in transferring wealth to younger generations in ways that minimize complexity while also minimizing taxes on the family as a whole.  We are especially adept in assisting entrepreneurs anticipating a liquidity event in the near future.  Where a family has charitable inclinations, we facilitate charitable transfers and structure them for maximum tax savings.  We also have extensive experience representing trustees, executors, and beneficiaries.

Exempt Organizations

We have considerable experience in the creation and representation of tax-exempt organizations, particularly charitable foundations.  We have experience defending charitable organizations against challenges to their exempt status and structuring business transactions to minimize adverse effects on an organization's exempt status. We frequently provide counsel concerning the application of the unrelated business income tax and excess benefit rules to transactions and operations of tax-exempt organizations.

Criminal Tax

We can also handle criminal tax matters with the assistance of our White Collar Criminal Defense team.