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Federal / International Tax

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Practice Group Leader

Thomas W. Nelson

Attorneys

James M. Bandoblu Jr.

Brad A. Birmingham

Geanne M. Blazkow

Richard F. Campbell

Paul R. Comeau

Carol A. Fitzsimmons

Richard E. Heath

Alice A. Joseffer

Todd M. Joseph

Leslie R. Kellogg

Tim Sawers

Marla Waiss

Jessica S. Wiltse

Hodgson Russ tax attorneys provide guidance on the full range of business and personal tax issues for clients, including multi-national Fortune 500 companies, public companies, privately held businesses, emerging technology companies, venture capitalists, investors, business owners, executives, and high-net-worth taxpayers. Our mission is to provide creative solutions to allow our clients to achieve their objectives in an ever-changing economic environment. We identify tax issues and find responses that take into account all relevant business, personal, and family considerations. Our attorneys are service-oriented and practical. We don’t simply provide tax advice when asked — we offer creative solutions that help avoid problems.

Mergers and Acquisitions

Hodgson Russ attorneys structure and negotiate U.S. and cross-border acquisitions, mergers, and divestitures of businesses. We have expertise in transactions that include taxable and tax-deferred asset and stock acquisitions by domestic and international companies.

The scope of our extensive experience includes the following areas:

• Domestic and international mergers and acquisitions
• Sales and divestitures
• Canadian and U.S. business transactions
• Corporate reorganizations
• Corporate recapitalizations and redomestications
• Tax-effective financing structures
• Spin-offs
• Use of “Section 338” elections
• Executive compensation and severance issues

Joint Ventures, Partnerships, and Limited Liability Companies

Hodgson Russ attorneys represent clients in the tax issues associated with conducting business and investment opportunities through partnerships, limited liability companies, and other flow-through entities. We have advised our clients in establishing and operating joint ventures from large corporate entities to start-up ventures among individuals.

We provide guidance on:

• Debt and equity financing issues
• Structuring for preferential returns
• Real estate ventures
• Cross-border business activities
• Emerging technologies
• Distributions
• Reallocations
• Basis issues

Corporations

Hodgson Russ attorneys advise and assist clients on corporate tax matters of all kinds. We have extensive experience structuring complex reorganizations of public and privately held corporations, rendering opinions in connection with acquisitions and securities offerings, and representing corporate clients in spin-offs and liquidations. Our attorneys regularly counsel clients on tax issues arising from regular business operations. We have significant expertise in handling the tax problems of closely held corporations, including S corporations.

We advise our clients with respect to:

• Operational issues under both Subchapter S and Subchapter C of the Code S corporation qualification
• Reorganization and tax-deferred structuring
• Business formation and capitalization
• Personal holding company and accumulated earnings tax matters
• Consolidated group issues
• Taxation of distributions
• Taxation of hybrid securities

International Business Planning

We have decades of experience advising international business clients on a wide range of U.S. tax issues. Hodgson Russ’s Toronto office provides a base for our U.S. legal services to Canadian clients, and our South Florida, New York, and Buffalo offices also are heavily involved with multinational clients who require U.S. tax advice. We develop creative approaches to minimizing costs, reducing risks, and maximizing the tax benefits for cross-border clients, with the goal of providing seamless service to multi-jurisdictional clients.

Our attorneys are routinely involved in:

• Choice of entity and capitalization issues
• Business expansion issues
• Inbound and outbound tax issues
• Mergers, acquisitions, and divestitures
• Hybrid structures and debt instruments
• Tax-effective joint venture arrangements
• Business restructuring
• Executive and employee transfer issues
• Treaty planning and interpretation
• Repatriation strategies
• International technology licenses, patents, and royalties
• Corporate anti-deferral issues for U.S. shareholders of foreign corporations, including CFC, FPHC, and PFIC matters
• Employment tax
• Withholding tax
• Dividend and loan taxation

Real Property

We have wide-ranging experience in providing tax guidance to real estate developers and investors. We counsel domestic and foreign investors on the structuring and tax consequences of investment in U.S. real estate ventures.

Our attorneys have extensive experience involving tax issues related to:

• Structuring and negotiating real estate ventures
• Cross-border activities, including FIRPTA issues
• REITs
• REMICs
• Partnership liability issues, debt restructuring, debt forgiveness, and workouts
• Low-income housing tax credits
• Like-kind exchanges, including involuntary conversions
• Tax-exempt financing

Tax Controversies

Hodgson Russ attorneys represent clients in tax controversies from the auditor’s examination level through the appellate process and in the court system.

We have successfully handled a wide variety of controversy work, including:

• Business taxation issues
• Personal income tax litigation
• Estate and gift tax controversies
• Cross-border matters, including transfer pricing disputes

For example, our team achieved a victory in the U.S. Court of Appeals for the Second Circuit case Robinson Knife Manufacturing Company, Inc. and Subsidiary v. Commissioner of Internal Revenue (Docket No. 09-1496-a; Decided March 19, 2010), where the court found Robinson's sales-based royalty costs were immediately deductible, not capitalizable under Internal Revenue Code Section 263A.

Tax Planning for High-Net-Worth Individuals

Hodgson Russ attorneys frequently advise business owners, senior executives of public and private companies, entrepreneurs, venture capitalists, and high-net-worth individuals on tax issues related to business and investment holdings.

Our counsel includes the following:

• Personal income tax planning
• Charitable gift planning
• Estate planning, including business succession planning
• Tax issues related to international business holdings
• Compensation issues, including stock options and other equity-based compensation, phantom stock, deferred compensation, rabbi trusts, golden parachutes, and retirement plan issues
• Expatriate planning, including tax issues related to immigration and visa matters

Tax Planning for Nonprofit and Charitable Organizations

Hodgson Russ attorneys regularly advise clients on transactional, operational, and compensation planning for nonprofit clients, including large health care organizations, educational institutions, and social service providers. We also devise creative structures for the acceptance of gifts by these clients and Hodgson Russ’s many foundation clients.

The Hodgson Russ Advantage

In addition to the areas noted above, our tax clients have access to attorneys in Hodgson Russ’s Employee Benefits, State & Local Tax, Estates & Trusts, and Corporate & Securities Practice Groups, as well as attorneys practicing in all other major areas of law.

Practice restricted to U.S. law.