• Practice Specialties:
• Business and Transactional Tax
• Tax Controversy
• Tax-Exempt Organizations
• Trusts and Estate Planning
• Employee Stock Ownership Plans (ESOPs)
• Employee Benefits and Executive Compensation

Our Tax Department provides services to a wide range of public and privately held C and S corporations, partnerships, limited liability companies, individuals, trusts, estates, and tax-exempt entities. Our tax attorneys advise clients on all aspects of federal, state, local and international tax matters. They regularly speak at major tax institutes, teach as adjunct professors at top-tier law schools, publish articles, serve in leadership roles in various bar associations, and include nationally recognized experts in their fields.

Business and Transactional Tax

Our tax attorneys work closely with colleagues in our Corporate and Business Transactions and Real Estate groups to structure and provide integrated guidance in a diverse range of business transactions.

• Sophisticated tax advice on transactional matters, including reorganizations, forward and reverse triangular mergers, stock purchase agreements, asset purchase agreements, transactions with earnout payments and management equity rollovers, S corporation sales, Section 351 contribution transactions, dissolutions, liquidations, bankruptcies, financings, and issuances of equity and debt securities.
• Establishing new businesses and restructuring existing businesses.
• General tax advice to individuals and businesses, including employee/independent contractor classification, U.S. residency status, withholding tax requirements, property taxes, gross receipt taxes and state taxation and nexus issues.

Tax Controversy

We assist clients in a wide variety of federal, state and local tax controversies relating to income tax, estate and gift taxes, sales and use taxes, gross receipts taxes and property taxes.  We represent both domestic and foreign clients in complex tax audits and examinations by the Internal Revenue Service, the California Franchise Tax Board, the California Employment Development Department, the California State Board of Equalization, and other state and local taxing authorities.  Our attorneys include a former Special Assistant U.S. Attorney with the Internal Revenue Service.

• Negotiating with auditors and appellate officers to minimize tax liabilities.
• Litigating disputes, including in the U.S. Tax Court, the U.S. Court of Federal Claims, Federal District Courts and before administrative and state law agencies, all in an expeditious and cost-effective manner.
• Resolution of property tax disputes with the California State Board of Equalization and local County Assessors, and representation of clients at hearings before administrative boards in the resolution of property tax disputes.
• Sophisticated sales and use tax disputes with the California State Board of Equalization and other State agencies for clients domiciled both within and outside of California.
• Negotiating numerous employment tax disputes with the Internal Revenue Service, the California Employment Development Department, and other State agencies.  Special expertise in controversies involving whether an employer has properly classified one or more of its workers as an employee or an independent contractor.

Tax-Exempt Organizations

Our Charitable Sector Practice Group provides comprehensive legal counsel to tax-exempt organizations, advising on a broad range of tax issues including federal and state tax-exempt status compliance, unrelated business taxable income, debt-financed property, property tax exemptions, fundraising, excise taxes, executive compensation and employee benefits, tax returns and tax-exempt bonds.

Trusts and Estate Planning

Our Trusts and Estates Practice Group represents high-net-worth individuals and their closely held companies in all aspects of creative estate planning, post-death planning, trust and estate administration, and related trust and estate litigation.

Employee Stock Ownership Plans (ESOPs)

Our ESOP Practice Group performs the feasibility analysis, transaction design, ESOP installation and implementation, and continuing consultation for a wide variety of ESOP transactions.  We represent banks and other lenders in ESOP transactions, corporate and individual ESOP fiduciaries and ESOP Plan administrators.  We also serve as expert witnesses in ESOP related litigation.

Employee Benefits and Executive Compensation

Our Employee Benefits and Executive Compensation Practice Group uses its substantial experience and expertise in federal tax, labor, and securities law in creating optimized qualified retirement plans, deferred compensation, executive compensation and welfare plans.  The group provides these services to the full range of the firm's clients, including tax-exempt organizations.