Tax

Our Seattle tax attorneys assist clients in achieving business objectives while minimizing their tax costs. Such clients include sole proprietorships, corporations, partnerships and limited liability companies, and range in size from small enterprises to publicly-traded concerns. We also assist businesses in negotiating, structuring and documenting business transactions, including:

• common and preferred stock offerings
• corporate mergers
• acquisitive and divisive reorganizations
• recapitalizations
• redemptions
• complete and partial liquidation transactions

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Our Tax Group assists clients in structuring compensation arrangements, with a particular focus on ERISA qualified plans, deferred compensation, stock options and golden parachute payments.

Our tax attorneys draft and review qualified pension, profit-sharing and ESOP plans and nonqualified deferred compensation arrangements, including qualified and nonqualified stock options. We are also experienced with the 'golden parachute' provisions of tax laws that commonly arise in mergers and acquisitions.

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We provide tax advice in connection with establishing business entities, asset purchases, mergers and acquisitions, corporate reorganizations and venture financings. We also advise individuals on personal income tax issues, including charitable giving and business succession problems, and assist buyers and sellers in structuring tax deferred like-kind Section 1031 exchanges.

Our Group deals with the tax aspects of foreign individuals and entities engaging in activities in the United States, and U.S. individuals and entities active in foreign jurisdictions, including the tax consequences of business transactions that cross international borders. We advise such companies on structuring their activities to minimize foreign taxation and to maximize U.S. tax benefits. Common issues include: FIRPTA, cross-border withholding taxes, tax treaties, foreign sales corporations, foreign tax credits, the branch profits tax, international reorganizations and acquisitions, transfer pricing and U.S. taxation of income earned through foreign corporations.

We work closely with the firm's Real Estate Group when advising clients with respect to tax issues in real estate matters and transactions. Together, we work to structure and document real estate transactions, including public and private real estate syndications, like-kind exchanges, and workout transactions.

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We help clients minimize their state, county and municipal tax obligations and represent them in tax controversies before state revenue departments. State taxes include business and occupation taxes, sales and use taxes, excise taxes, state income taxes, real estate excise taxes and property taxes. We also assist clients in all aspects of multi-state taxation, including nexus issues and the impact of e-business in multiple jurisdictions.

Our Group advises clients regarding succession strategies with a focus on transferring business ownership to other family members, management groups and third-party purchasers in a tax-effective manner.

We represent taxpayers in audits, appeals, Tax Court, and other court proceedings involving IRS and state tax audits.

We are regularly involved with exempt organization matters, including:

• initial qualification for exemption
• avoiding private inurement and intermediate sanctions
• unrelated business income tax planning
• private foundation compliance
• joint ventures with for-profits
• conversions to and from exempt status
• maintenance of tax-exempt status where an organization engages in for-profit activities
• executive compensation arrangements