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The Tax Practice Group advises international and domestic corporations, partnerships,
limited liability companies, individuals and tax-exempt entities on a full range
of strategic tax planning issues. Attorneys in the Group represent clients in
a diverse variety of transactions including mergers and acquisitions, equity and
debt financings, leasing transactions, financial products, venture capital and
restructurings. In addition, we advise foreign clients on formation and operation
of their U.S. businesses and U.S. clients on the complex tax aspects of their
foreign operations. Additionally, the attorneys in the Tax Practice Group have
expertise in joint venture planning, including partnership and limited liability
company issues. We also represent numerous clients in tax controversies at both
the field office and appeals levels.
The Group structures and negotiates a diverse variety of corporate transactions
on behalf of our clients. These transactions include representing both public
and private companies as either acquirers or targets in tax-free reorganizations
and stock and asset purchases. We advise on divestitures and restructurings such
as recapitalizations, liquidations and spin-offs. The lawyers in the Tax Practice
Group have used their mergers and acquisitions skills to assist multinational
companies in establishing themselves in new foreign markets in a tax advantageous
way. Further, the Tax Practice Group has a "niche" expertise in representing
securities specialist companies and subchapter S corporations in corporate transactions.
The Tax Practice Group has a strong international tax practice, which covers a
broad range of international business activities. We advise foreign clients on
formation and operation of their U.S. businesses, corporate and real estate investments,
intercorporate transactions, repatriation of earnings and transfer pricing. The
Group also uses its knowledge of tax treaties to plan tax-efficient, in-bound
and out-bound structures. We advise U.S. clients on the complex tax aspects of
their foreign operations including issues relating to controlled foreign corporations,
foreign personal holding companies, foreign tax credit planning, passive foreign
investment companies, and currency and interest rate swaps.
Our lawyers represent clients in a myriad of debt and equity financings. We have
assisted public companies in issuing notes, units and common and preferred stock
on the public markets, and have advised both lenders and borrowers to bridge loans,
mezzanine financing arrangements and credit agreements. The Group has experience
in representing clients issuing the latest financial products available. Further, we have provided advice
on sophisticated financial investments including Eurobonds, REMICs and interest
rate swaps.
The Tax Practice Group has expertise in all aspects of real estate investment,
including partnership structures, leasing, REITs and sales of mortgaged-backed
securities. In addition, we have represented clients in all aspects of developing
real estate projects, including project finance issues and foreign real estate
issues. We advise domestic and foreign clients on acquisitions, dispositions,
structured-financing, workouts and tax-free exchanges of real estate.
Lawyers in the Group have extensive experience in representing telecommunications
companies in all aspects of tax planning. We advise clients on structuring sales
of capacity and the taxation of indefeasible rights of use. We represent companies
expanding their telecommunications practice in emerging markets. The Group has
in-depth skill in addressing federal excise tax, universal service charge, and
taxation of internet transmittal and other telecommunications products.
We are actively involved in the tax aspects of the firm's venture capital practice.
Typical projects include structuring venture funds, convertible securities, stock
options and income deferral mechanisms.
We represent a wide variety of tax-exempt organizations, including business leagues,
private foundations, hospitals, health organizations, nursing homes, private schools,
pension funds and religious organizations. We secure tax-exempt status for clients
and counsel them on general tax issues, investments, unrelated business taxable
income issues and prohibited transaction issues. Our attorneys have extensive
experience on the effects of new technology on tax-exempt entities.
We have a broad practice representing corporations, partnerships and individuals
in tax controversies with federal, state and local taxing authorities at both
the agent and appeals levels. Attorneys in the Group have extensive expertise
in handling various excise tax matters. Kelley Drye's tax practice has many contacts
with IRS agents and appeals officers and our success rate is very high. In those
rare instances when administrative means do not yield optimal results, we pursue
relief in the courts.
The Tax Practice Group provides advice to clients regarding all aspects of state
and local tax, including income, franchise, sales and use, transfer and property
taxes. We regularly advise clients to ensure that their business activities are
structured to minimize state and local tax consequences.
The Tax Practice Group is dedicated to providing sophisticated and practical advice
to our clients. We adopt a business oriented approach to problem solving, by first
understanding our clients' goals, and then finding the most practical and cost
effective means of accomplishing those goals. We pride ourselves on providing
creative and timely advice, while staffing matters to be accomplished most efficiently.
For further information about Kelley Drye's Tax Practice Group, please contact:
John A. Garraty
(212) 808-7653
jgarraty@kelleydrye.com
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