Tax

Partnerships, Limited Liability Companies and S Corporations

Our corporate and tax attorneys work closely with clients, advising them with respect to partnerships, as well as limited liability companies and limited liability partnerships that are classified for tax purposes as partnerships. Our clients include closely-held entities, such as S corporations, family and development partnerships, and limited liability companies. We provide counsel to clients that are classified as disregarded entities for tax purposes. We advise them with respect to compliance and planning.

We have extensive experience with disguised sales, restructurings and sales, tax-free rollovers, tax disputes, debt finance allocations, and the tax effects of contributing or distributing appreciated property from partnerships and limited liability companies. We also structure complicated economic arrangements that involve special allocations of income and loss and multiple classes of ownership interest.

Venture Capital and Private Equity

Our venture capital and private equity attorneys regularly work with members from our tax team to help clients acquire start-up and established companies and form private equity funds. Our experience is also required with investors who are tax-exempt entities concerned with unrelated business taxable income or foreign parties.

We help with the structuring of portfolio company acquisitions, especially when complicated economic arrangements exist, including structures granting management profits interest and sponsors carried interests in the venture. We work with attorneys in our bankruptcy group and other practices to structure acquisitions of companies in workout situations and deal with issues such as forgiveness of debt income.

Real Estate

Members of the group assist our real estate attorneys with matters such as:

• Acquisition and development of real property, including tax advice regarding the structure of ownership entities and joint venture transactions.
• Financing of real property assets, including mortgage loans and new market tax credit transactions.
• Sale/leasebacks.
• Sales.
• Like-kind exchanges (including tenant-in-common arrangements).
• Opportunity Zone Planning.
• Other dispositions of real estate assets.

We also assist in the restoration of historic buildings and their conversion into residential condominiums.

Nonprofit and Tax-Exempt Organizations

Taft has extensive experience in advising nonprofit organizations, foundations, and tax-exempt entities in all aspects of their organization and operation. We counsel these clients on a wide range of issues, including governance, foundations, endowment funds, charitable giving and planned giving programs, and fundraising, as well as tax matters such as unrelated business income, intermediate sanctions, and joint ventures. Taft Tax attorneys also advise individuals, corporations, and tax-exempt entities on tax efficient structures for charitable gift planning, including charitable trusts and private foundations. See our Nonprofit and Tax-Exempt Organizations group for more information.