Practices

You want the tax rules to work for you

Tax law represents one of the most complex hurdles you face as you build your business. Every level of government has its own tax objectives, organization and statutes, and the rules change constantly. While you want to find every legitimate way to minimize the tax impact on your business income, transactions and assets, you primarily want to avoid tax problems and surprises.

Ultimately what you can do under the tax code is just as important as what you can't, and you'd like to have a tax lawyer who understands how to make the tax rules work for you.

Our experience

Porter Hedges tax lawyers help businesses, individuals and exempt organizations plan and achieve their financial objectives while maximizing their tax advantages. We advise on all aspects of local, state, federal and international taxation, taking a comprehensive approach that integrates tax planning, transactional assistance and tax controversy resolution.

Clients call upon our skills in corporate acquisitions to develop innovative federal and state tax savings techniques for publicly-held companies and private businesses, team with our transaction lawyers to provide the most efficient tax treatment for mergers, acquisitions and related financings, handling audits and other controversies with the IRS and state tax authorities, and counsel closely-held businesses and their owners on a wide array of corporate and taxation issues, including acquisitions, dispositions, financings and management equity incentives.

• Structuring a series of tax-free purchases and reorganizations of solid waste disposal corporations for a public company, using preferred and common stock, cash, and contingent stock rights.
• Planning a tax-free triangular merger of publicly held biotech companies using contingent stock rights, warrants and common stock as consideration.
• Performing tax analysis and planning for original issue discount and related debt issues in multiple private and public bond placements.
• Resolving unrelated business income tax issues as part of the planning for the acquisition of a $120 million tiered corporate and partnership coal and timber enterprise.
• Handling an IPO structured as a Section 351 transaction to retain net operating losses and avoid recognition of $60 million excess loss account.
• Handling executive and employee compensation planning and documentation for numerous private and publicly held companies including use of partnership profit interests.
• Organizing a tax-exempt foundation, securing an IRS determination letter, and registering it as a charitable fundraiser in all 50 states.

Corporate Tax

Most business transactions can have potential adverse tax consequences. We assist clients, both as individuals and those who are business owners, structure transactions to avoid problems and to maximize business and tax benefits. Our lawyers work with company owners and executives, chief financial officers, tax directors, bankers, outside accountants and other advisors to create sophisticated solutions for complex tax challenges.

We have extensive tax accounting experience, and have implemented innovative federal and state tax saving techniques for publicly held companies and private businesses. We have undertaken tax planning for a wide range of financing transactions, including 144A “for life” notes and various public placements of convertible debentures and units consisting of stock and warrants.

We work in tandem with Porter Hedges transactional lawyers to ensure the most efficient tax treatment in mergers, acquisitions, dispositions, joint ventures and reorganizations.

Income Tax

Knowledge of state and federal income tax laws and how they are applied is crucial to assisting clients to plan their business and personal affairs. Porter Hedges tax lawyers are well versed in dealing with current and ever-changing tax codes dealing with:

• Partnerships, limited liability companies and joint ventures
• Tax-free reorganizations and taxable mergers and acquisitions
• Foundations, charities and other non-profit, tax-exempt organizations
• Tax controversies and representation of clients before the IRS
• Estate planning, wills and the myriad of trusts developed on behalf of clients

Oil & Gas Tax

Oil, petroleum, natural gas and electric power companies frequently use our help to develop the most effective tax strategies. We help them structure partnership and joint venture arrangements, applying sophisticated tax allocation and ownership strategies that offer maximum financial return while conforming to all regulatory requirements. If you are involved in production or exploration deals our lawyers are extremely knowledgeable about the complex laws governing tax treatment of royalties, net profit interests, and other interests generated by domestic and international operations.

Partnership Tax

Choosing the right business entity form to minimize taxes is the foundation of good business tax planning, and our lawyers guide you on making the right decision. We help clients evaluate whether a limited partnership or some other organization, such as a limited liability company, S Corporation or C Corporation, is the best way to meet growth and financing needs while maximizing tax advantages. We then help you create the appropriate management and organizational structure.

We're always alert to creative entity variations—for example, combining employee ownership within a partnership structure—that are best suited to meet any business tax planning need. And because entity taxation differs from state to state, we keep current on the various intangibles taxes and transfer taxes that states impose.

Tax Controversies

Contesting a tax issue can be a grueling and draining process without experienced legal counsel. Porter Hedges understands that in any tax controversy, limiting a client's exposure and creating a formidable defense are always foremost.

Our tax lawyers have counseled and litigated on behalf of businesses and individuals regarding franchise, sales, property, business, occupation, individual and other tax matters. Covering a full spectrum of industries, our tax lawyers regularly advise clients on strategies to lessen the impact these complex tax codes may have on their particular business.

Tax-Exempt Organizations

The representation of private foundations, community organizations, professional and trade associations and other like charities can include a wide range of tax services. Our lawyers are experienced in assisting these uniquely situated clients in regards to the regulation of tax-exempt organizations by state and federal authorities, filing for and obtaining exempt status from the IRS and the treatment of unrelated business taxable income among other issues.