Strategic Tax Advisors for Organizations and Individuals

We serve as outside counsel to both public and private companies, and we represent individuals, estates, trusts and tax-exempt organizations. In this role we are involved in all aspects of our clients’ business operations, including corporate structuring, financing, growth and contraction strategies, employment matters, tax planning, real estate, licensing, commercial transactions, and estate planning for principals and senior management.

Intellectual Property Rights

We help our clients protect their intellectual property rights by negotiating with management, consultants and other service providers to ensure that the company’s interests are protected in critical areas such as trade secrets, confidentiality, inventions, non-competition and non-interference agreements. We also assist in vendor and affiliate contract preparation, review and negotiation. In addition to our large number of financial institution clients, we represent manufacturers, retailers, distributors, medical practitioners, technology firms and restaurant chains.

IRS and U.S. Tax Court Experience

We represent clients before the Internal Revenue Service and the United States Tax Court in income, estate and gift tax matters, and we successfully litigate complex estate tax planning strategies and estate and gift tax valuations. [Confirm] Our tax attorneys are experienced in IRS Offers in Compromise and Voluntary Disclosure. Our real estate practice includes advising on purchase and sale transactions, Section 1031 like-kind exchanges, landlord-tenant matters, leasing, and development transactions.

We serve as outside counsel to both public and private companies, and we represent individuals, estates, trusts and tax-exempt organizations.

Our attorneys have substantial expertise in advising public and private businesses, as well as individuals, on all aspects of qualified benefit plans for employees and non-qualified benefit plans for employees and directors, as well as executive compensation arrangements—often in connection with a securities offering or merger and acquisition transaction.

Maintaining compliance while still offering custom-tailored benefits and compensation plans

We design our employee benefit plans and executive compensation arrangements to meet each client’s specific needs, within the framework provided by the Internal Revenue Code and, where applicable, bank regulatory requirements, to achieve the desired compensation and tax result. We work closely with clients to design, draft, and implement these plans and arrangements.

The plans we commonly develop include:

• Employee Stock Ownership Plans (ESOPs), including leveraged ESOPs
• 401(k) plans and profit-sharing plans
• Deferred compensation plans
• Employee stock purchase plans
• Incentive and performance-based plans
• Phantom stock plans
• Pension plans, including those funded with bank-owned life insurance (BOLI)

Tailor-made employment agreements, severance arrangements in the event of a change in control, bonus programs, and unique deferred compensation agreements are a particular focus of the firm. Our compensation professionals also work closely with our securities attorneys to negotiate, design, and draft equity-based compensation plans—such as stock option and restricted stock plans—to ensure compliance with federal and state securities laws, including registration requirements, if applicable.

ERISA Expertise

We routinely analyze the impact of golden parachute tax regulations and assess the cost of existing plans in the context of our merger and acquisition work. We also have significant experience ensuring plan compliance with ERISA, including addressing prohibited transaction concerns and structuring arrangements to avoid them.