Stoel Rives LLP

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Taxation

Taxes directly affect the bottom line of every business, and each member of the Stoel Rives Tax Section is sensitive to the practical business implications of tax issues. Whether we are counseling a tax director on a complex regulatory provision, assisting a corporate lawyer in structuring a multi-party transaction, working to resolve a tax controversy, or advising in legislative and regulatory tax matters, we strive to understand our client's circumstances and objectives and to meet those objectives by applying our expertise, experience, creativity, and positive working relationships with federal and state tax authorities.

Growing Businesses

We have years of experience advising businesses on tax choices that can be key to growth and prosperity, including:

* Choice of entity: Selection of S corporation, partnership, limited liability company, limited liability partnership, or C corporation form of business entity and structuring tax-free contributions to capital.

* Raising capital: Structuring borrowings, venture capital and other private placements and public offerings.

* Compensating employees: Incentive stock options (ISOs), nonqualified stock options (NQSOs), restricted stock and other equity compensation plans, worker classification, and employment tax issues.

* Tax planning: Planning to avoid personal holding company and accumulated earnings taxes and to minimize state excise, sales and use, income, and property taxes.
Real estate transactions: Structuring like-kind exchanges, sale-leasebacks, real estate investment trusts, donations of conservation easements, and environmental settlements.

Public Corporations

As tax counsel to some of the largest and most successful corporations in the Northwest, Stoel Rives has extensive experience advising tax managers on the numerous tax issues facing publicly held corporations, including:

* Consolidated groups: Planning for intra-group and deconsolidation transactions.
Financing transactions: Public offerings of debt and equity, tax aspects of innovative financial instruments, leasing transactions, and other corporate finance transactions.

* Executive compensation: Incentive and nonqualified stock options, stock bonuses, deferred compensation, golden parachute tax rules, and other limitations on deductibility.

* International operations: Maximizing foreign tax credits and minimizing overall tax rates, avoiding transfer tax issues, and helping structure compensation of expatriate employees.

* State tax issues: Nexus, allocation and apportionment, unitary filing requirements, business and nonbusiness income, and other issues of multistate corporate groups.

Mergers, Acquisitions, and Reorganizations

Creative tax planning often is key to making a deal happen. We work closely with clients and members of the Stoel Rives Corporate Group to structure a wide array of corporate transactions, including:

* Tax-free mergers and acquisitions: Structuring transactions as tax-free reorganizations; tax treatment of outstanding options.

* Spin-offs, liquidations, and restructurings: Avoiding tax to corporation and shareholders; preserving net operating losses.

* Asset sales: Allocation of purchase price; amortization of intangibles; tax indemnification provisions; installment sales; sales and use tax and real estate transfer tax issues.

* Joint ventures: Structuring, operating, and terminating partnerships, limited liability companies, and other joint ventures.

International expansions: Uses of joint ventures, branches or subsidiaries; foreign tax credit and controlled foreign corporation issues.

Energy

Working with the Stoel Rives Energy Group, we frequently advise clients regarding a wide variety of energy-related matters, including:

* Tax credits and tax incentives: Qualification for federal, state and local credits and other tax incentives for development or production of energy facilities including wind, hydroelectric, ethanol and others.

* Acquisition and sale transactions: Acquisitions and sales of energy projects qualifying for federal, state and local credits and other tax incentives.
Tax credit monetization: Monetization of tax credits through partnership and limited liability company allocation structures and other arrangements.

Individuals and Families

In collaboration with the Stoel Rives Wealth Management Group, we work closely with individuals and families to structure personal and business affairs for maximum tax advantage. In addition to the tax issues facing all growing businesses, issues frequently encountered by individual business owners include:

* Planning for liquidity and business succession: Buy-sell agreements and other business succession plans, including the use of insurance.

* Recapitalization: Restructuring investment and business entities for changing family circumstances.

* Sales of businesses: Structuring the form of transaction; developing tax representations, warranties and indemnities.

* Individual tax planning: State of residence issues; minimizing state taxation; planning for investment income and expenses; structuring compensation and insurance.

Tax Audits and Controversies

We regularly represent taxpayers of all kinds, including multistate corporations, small businesses, tax-exempt organizations, and other tax professionals, in the following types of tax controversies:

* Audits and criminal investigations: Our goal is to achieve the best result at the earliest possible stage.

* Federal and state administrative appeals: A thorough development of the facts and law, a well-written protest, a persuasive oral presentation and a careful response to the concerns and arguments of the taxing authorities often result in a favorable administrative resolution of tax controversies.

* Tax litigation: We have an established record of successful tax litigation of federal and state income, excise, and property tax matters both in tax deficiency and tax refund matters.

* Other tax-related litigation: We frequently provide expert testimony on tax issues involved in business and malpractice litigation.

Nonprofit Organizations

In collaboration with the Stoel Rives Health & Hospital Law Group and the Wealth Management Group, we work with hospitals and a wide range of nonprofit organizations, such as foundations and colleges, in dealing with the tax issues affecting them, including:

* Formation: Organizing the entity and obtaining income tax exemption and property tax exemption; structuring public-private partnerships.

* Key personnel: Structuring recruitment and employment agreements to avoid private inurement issues; employee classification.

* Planning to avoid problems: Avoiding or minimizing the effects of private foundation status; minimizing unrelated business income tax; helping with internal audits.

* Audits: Advocacy when federal or state taxing authorities question exemption, assert unrelated business income tax liability, or seek to impose private foundation penalties.

State and Local Taxation

Attorneys concentrating in this area have extensive contacts with state and local taxing authorities and regularly speak and write on state and local tax topics. They are equally comfortable planning major transactions, answering auditors' inquiries, litigating significant disputes or working to change the law.

* Planning: We regularly are involved in structuring transactions to minimize state and local taxes. In many cases, it is possible to obtain advance rulings, often seeking advance guidance from taxing authorities. We regularly advise new and ongoing businesses (both local and interstate) on what form their ventures should take.

* Audits: We have extensive experience with handling and resolving proposed assessments. We also recommend proactive strategies to minimize clients' exposure to potential assessments. Our group is active in formal administrative appeals as well and explores all low-cost options before recommending litigation.
Litigation: Our lawyers have substantial expertise in handling state and local tax disputes in administrative forums, as well as state trial and appellate courts. We focus on obtaining practical and economically sensible results.

* Rule Making: Our experience with state and local tax matters enables us to present client views on proposed regulations and legislation. Our lawyers serve on task forces, advise agencies on proposed rules and draft legislation on behalf of clients.

Stoel Rives LLP
201 S Main St #1100
Salt Lake City UT 84111
Tel: 801 328-3131
Fax: 801 578-6999

Attorneys at Law - Leading U.S. Law Firm with Offices in Oregon, Washington, California, Utah, Idaho and Minnesota

Business law firm providing corporate and litigation services to a wide range of clients throughout the United States. The firm has nearly 400 attorneys operating out of 12 offices in eight states. Stoel Rives is regarded as a leader in energy, real estate, project development, land use and construction, natural resources, environmental, litigation, corporate and intellectual property law. The firm has offices in: Anchorage, Alaska; Boise, Idaho; Denver, Colorado; Minneapolis, Minneapolis; Portland, Oregon; Sacramento, California; Salt Lake City, Utah; San Diego, California; San Francisco, California; Seattle, Washington; Tahoe City, California; Vancouver, Washington.