Client Service Examples

Transactional & Restructuring

• Seller counsel, M&A, insurance & financial services.  4 years ramp preparation. Identified and guided IP market differentiation, registered patent, trademark, copyright, other. Cleared cap table, financial accounting, tax accounting/compliance, and provided for transferable management team & service providers.  Limited auction private equity and strategic, mid nine figure sale plus multiple earnouts received. Structured and delivered pre-tax charitable transfer.  Post closing business and estate plan restructure, G2 and G3. 
• Seller counsel, eight figure niche supply chain and distribution network. Referred in to failing transaction.  Terminated, resolved core financial reporting, tax and related issues; developed due diligence & VDR in advance, reworked supply and income streams.  Broad auction 2 years later, 2.5 x closing price increase, plus earn out.
• Company counsel, referred.  Insurance & retirement financial services. Coordinate clearing of cap table and other considerations.  Direct and oversee litigation teams, multiple.  Ramp preparation.
• Lead counsel on nine-figure M&A transaction, part equity part tax deferred sale to joint venture of two private equity companies; structured deal and tax aspects.
• Restructured the sale of a significant private closely held corporation adding $600 million in value.
• Restructured as taxable the stalled acquisition of two domestic corporations by a widely held foreign client intended as tax deferred (inversion), adding value for all parties.
• Restructured a natural gas pipeline easement grant to be tax free, for cash, without reinvestment of the proceeds as an involuntary conversion or like kind exchange. Six-figure amount. Renegotiated the business transaction for client, increased closing sale price.
• Restructured the sale of a line of business to a publicly traded company as the sale of a patent portfolio, a nine figure deal; and a ten figure transaction for a privately held company being acquired by a publicly traded company, adding value for all parties.

Captive Insurance – Integrated Risk Management, Compliance & Restructuring

• FBAR/FATCA controversies –
  • Traditional voluntary compliance involving VDA disclosure with US Attorney, DOJ & CI – one of first 200 on UBS discovery list; resolved criminal subpoena of target without liability
  • Streamlined – various voluntary disclosure filings under changing guidance
  • Quiet disclosure – resolved engagements with prospective compliance and some retrospective filings.  Various.Referred clients – Diligence and resolve insurance and tax compliance issues
  • Integrated Risk Management Engagements
    • • Strategic company risk management evaluation, and plan. 
      • For the insured part, risk distribution achieved through company risk exposure analysis and available third-party risk, non-pooling.
      • 831(a) only

Tax Reform

Developing strategies and actively restructuring clients’ organizations, their contracts and their leases, to receive the benefits available under new and developing legislation.

Tax Controversies, Penalty Abatement

• Defended a referred client in a Midco tax shelter over a period of more than 10 years, resulting in no tax liability.
• Active tax controversy practice. Reduced or abated $3 million of liability in one year, multiple clients.
• Multiple state tax appeals pending, CAT tax for client in education and sales/use tax for clients in the mining industry.
• Tax controversies/litigation – suitable engagements, includes affiliates with regular engagement in the subject matter.