At Freeborn, we combine technical tax knowledge with practical business expertise to guide our clients through a wide range of domestic and international business transactions.
We provide tax advice to businesses on the many decisions and transactions that occur throughout the life-cycle of a U.S. business. In particular, we assist clients in:
- Structuring new businesses
- Structuring businesses in their sale of equity and debt security
- Creating tax efficient employee incentive compensation structures and plans
- Restructuring existing businesses
- Selling existing businesses through both stock sale and asset sale structures
We have extensive experience in the adoption of tax-efficient structures for the sale of partial interests in businesses to various private equity firms and the formation of offshore and parallel investment structures to facilitate transactions involving foreign parties. We have also worked with sellers and buyers in adopted tax efficient structures for acquisitions involving both limited liability companies and corporations in partially tax-free equity rollovers.
As the pace of globalization accelerates and businesses expand beyond their borders, it is critical for businesses to obtain specialized assistance with their international planning. We have provided guidance to many U.S. businesses on their expansion into foreign markets by considering a variety of issues, including the structuring of appropriate entities and the tax and treaty implications of such an expansion.
In addition, we counsel off-shore businesses, non-U.S. individuals and foreign tax advisors in Canada, Ireland and China on the adoption of various cross-border savings strategies for their investment in U.S. projects.
Counseling and Litigation Services for State and Local Tax Controversies
We also have significant experience in defending clients against novel tax claims across multiple jurisdictions. State and local governments are deploying ever more forceful techniques and approaches to combat growing deficits, a shrinking tax base, hostility to tax increases, and a heightened demand for services. Such bodies are making more frequent use of tax reviews, audits, and other techniques to identify unpaid obligations and also demanding that businesses defend their tax positions. Third-party attacks by the plaintiffs’ bar are also on the rise through the use of class actions and whistleblower claims.
Emerging businesses face uncertainty as they introduce new business models, particularly on the internet where precedent is evolving or has not yet been established. Addressing tax controversies is a highly specialized area of legal practice and Freeborn has an experienced team to address state and local tax matters, audit defense, and litigation:
- We have experience in all phases of tax disputes, administrative appeals, trial, and appellate litigation at all levels of state and federal courts, as well as mediation;
- We have significant technical experience in both tax issues and class action defense, serving as national legal counsel in state and local tax issues; and
- We also engage in legislative and lobbying initiatives to help our clients attain their objectives and to gain certainty about the nature of the prevailing tax regime.