Practice Area

Members
Peter T. Beach
Bradford E. Cook
Michael C. Harvell
Peter W. Leberman
Alan L. Reische
John-Mark Turner

The practices of Sheehan Phinney attorneys in the Tax Group encompass nearly all aspects of federal, international, state and local tax planning and consulting, representation in administrative tax controversies and legislative tax matters, and tax litigation in federal and state courts. While some members' practices are devoted exclusively to tax matters, other attorneys practice in related areas but have experience with tax matters that arise frequently within their practice area. The Taxation Group represents a broad range of clients, including publicly-traded corporations, closely-held business enterprises, domestic and international taxpayers, individuals, trusts, estates and non-profit organizations.

Corporate Transactions/Mergers and Acquisitions
In conjunction with the firm's Corporate Department, the Taxation Group advises clients on a broad range of federal and state tax planning issues and in structuring tax-sensitive domestic and international business transactions, including business formations, both taxable and tax-free acquisitions and dispositions of stock and assets, mergers, joint ventures, spin-offs, corporate restructurings and dissolutions. The group also provides advice with respect to corporate finance transactions, in both a domestic and a cross-border context, including offerings of debt and equity securities and financial products, and leasing equipment and facilities. Members also advise corporations and private equity funds in connection with strategic and venture capital investments, leveraged recapitalizations and management buy-outs. Attorneys within the group have particular expertise in tax planning for start-ups and early-stage companies, including choice of entity, conversions from limited liability companies to corporations, technology licensing, joint ventures and strategic alliances, financing and going-public transactions, and management compensation. They also have substantial expertise in handling the tax problems arising from corporate restructurings, including tax issues posed by bankruptcy and non-bankruptcy work-outs, such as planning to minimize cancellation of indebtedness income and maximize preservation of net operating losses and other tax attributes, and structuring reorganizations of distressed companies on a tax-free basis. Our attorneys regularly advise clients on corporate operational issues, including tax accounting and tax disclosure issues. They are equally adept at working with traditional "C" corporations, as well as in dealing with the particular problems and concerns of "S" corporations.

U.S. International Taxation
The Taxation Group advises U.S. corporations in connection with their foreign activities and foreign corporations in connection with their U.S. activities. This includes the structuring of acquisitions, dispositions, joint ventures and strategic alliances. Where necessary, through the firm's participation in Lex Mundi, the group works with local international tax advisors to determine optimal structures. Our attorneys understand the special tax considerations that apply to U.S. persons holding interests in foreign entities, including the rules applicable to controlled foreign corporations and passive foreign investment companies. They assist clients in developing and implementing agreements relating to the cross-border sales of tangible and intangible property, and in the sale, licensing and development of intangible property. Working with accountants and economists, the group can assist in the implementation of transfer pricing strategies and cost-sharing arrangements. They also have significant experience advising foreign-based corporations and investors regarding inbound investments in the U.S., including the establishment of information-gathering offices, branches or subsidiaries; the acquisition of existing businesses; joint ventures and strategic alliances with U.S.-based corporations and venture capital investments.

Partnership Taxation
The Taxation Group has expertise with respect to the full range of non-corporate entities classified as partnerships for tax purposes, including general and limited partnerships, limited liability companies (LLCs) and business trusts, as well as the use of disregarded entities in a wide variety of tax planning situations. Our activities encompass a broad range of business transactions, including domestic and off-shore investment partnerships, private equity funds, and partnerships or LLCs formed to conduct operating businesses. Extensive experience in partnership/LLC roll-ups and restructurings covers a wide range of transactions including divisions and combinations and redemptions of partnership/LLC interests, and restructurings in connection with loan workouts, in both a bankruptcy and a non-bankruptcy context. The group regularly deals with the specialized tax problems of non-corporate entities, including income and loss allocations and withholding tax issues that arise for partnerships/LLCs with tax-exempt or foreign partners. They also have an in-depth understanding of the disguised sales and built-in gains issues that arise when appreciated property is contributed to, or distributed by, a partnership/LLC, and the problems relating to the allocation of liabilities for basis purposes, including in loan workout situations. Our attorneys also regularly deal with issues arising from the formation, operation and dissolution of New Hampshire Investment Trusts, which are business trusts treated as partnerships for federal tax purposes but exempt from New Hampshire taxation.

Real Estate Taxation
In conjunction with the firm's Real Estate Group, our attorneys assist clients with respect to the full range of real estate acquisitions, dispositions and tax-deferred exchanges, including complex multi-party and multi-property exchanges and non-simultaneous and reverse exchanges, real estate leasing, real estate development and financing transactions and transfers of interests in real estate holding companies. We provide advice with respect to the tax implications of real estate joint ventures and syndications, pension and Individual Retirement Account investments in real estate, and rehabilitation and low-income housing credit transactions.

Tax-Exempt Organizations
In the representation of nonprofit and charitable organizations, our attorneys advise clients on the technicalities of federal and state tax exemption, tax-exempt financing and fundraising, unrelated business income taxation and executive compensation. Group members represent tax-exempt clients in audits by the Internal Revenue Service, the New Hampshire Department of Revenue Administration, and the Charitable Trust Division of the State Attorney General's Office. The group represents charities and donors in structuring and documenting sophisticated charitable giving arrangements, including charitable remainder and lead trusts, qualified conservation contributions and easements, pooled income funds, gift annuities, as well as other philanthropic vehicles. Its members are frequently called upon to advise and assist clients in the formation of new tax-exempt entities, including private operating and non-operating foundations, as well as publicly supported charities and other tax-exempt entities.

State and Local Taxes
The Taxation Group has substantial experience representing taxpayers in tax audits, ruling requests and administrative proceedings before the New Hampshire Department of Revenue Administration (DRA), and in tax litigation before the state courts. Group members are widely recognized for their practice in the area of New Hampshire taxation. Their familiarity with the DRA's policies and procedures in applying the Business Profits Tax, Business Enterprise Tax, Interest and Dividends Tax, Real Estate Transfer Tax, Meals and Rooms Tax, Insurance Premiums Tax and other New Hampshire taxes has enabled clients to minimize the imposition of these taxes through planning, and has aided them in efficiently resolving or contesting issues raised on audit. Members also provide advice and testimony in connection with a variety of state legislative tax matters.

Whether on its own, or in conjunction with other law firms through Lex Mundi, the group has extensive experience in advising and representing clients, on multi-state tax matters. These efforts include multi-state analyses in the context of mergers, acquisitions, and dispositions, as well as in connection with the reorganization of current operations and the imposition of sales and use taxes.

Tax Controversies and Litigation
The Taxation Group's work for clients includes tax audit and dispute resolution proceedings regarding all types of federal taxes before the IRS, the Tax Court, the Claims Court, and other federal trial and appellate courts. (These attorneys also have considerable experience in state and local tax litigation, which is described under "State and Local Taxes.") Although the group also acts as special tax counsel for clients in audit and litigation matters, its members prefer to work closely with management in formulating an audit strategy prior to the filing of a tax return for the relevant tax year, including in the preparation and filing of IRS Forms 8275 and 8275-R, in order to avoid the imposition of the substantial understatement penalty. When retained after an audit has been completed, the group's approach to tax controversies is to consider all of the possible opportunities to achieve the most favorable resolution. Members have had success in negotiating favorable settlements with the Internal Revenue Service and New Hampshire Department of Revenue Administration on behalf of clients and, in their experience, a negotiated settlement almost always produces a better result for clients. However, when it is not possible to negotiate a favorable settlement, the group has tried substantial cases in all of the tax forums and argued before appellate courts.

Employee Benefits and Executive Compensation
The group's experience also encompasses counseling clients with respect to various aspects of qualified employee benefit plans, including plan design and administration, analysis of the income tax consequences of plan funding and distributions, and the application of ERISA fiduciary standards. In the qualified plan area, the group has substantial experience in designing and amending plans to comply with the numerous statutory and regulatory changes affecting this area. The group is involved in the employee benefits and executive compensation aspects of corporate acquisitions, mergers and reorganizations; in providing advice relating to structuring transactions in order to avoid or minimize employee-related liabilities; and in structuring and implementing benefit plans to satisfy the legal requirements as well as the organization's human resource objectives.

In the area of executive compensation, the Taxation Group represents both employers and individual executives in connection with a variety of stock-based compensation arrangements (including incentive and non-qualified stock options, discounted stock options, phantom stock, stock purchase plans and stock appreciation rights), deferred compensation agreements and golden parachute contracts. The group has designed insurance-related compensation vehicles and "rabbi trust" arrangements that provide security for the payment of deferred compensation. An extensive qualified plan experience and executive compensation practice has allowed members to design sophisticated non-qualified deferred compensation arrangements supplementing executive benefits under qualified plans.

Trusts and Estates
Members of the group who are trust and estate lawyers represent individuals and fiduciaries in all aspects of estate planning and the administration of estates and trusts, including tax and estate planning for executives of public corporations, closely-held businesses and professional practices. They advise clients with respect to the income taxation of estates, trusts, and beneficiaries; estate, gift, and generation-skipping transfer tax matters; the use of charitable-giving techniques to implement estate plans of philanthropists and others; special problems relating to closely-held business owners; legal services programs and deferred compensation packages for executives; marital and domestic partner property agreements; and complex tax and related problems involving estates, trusts, and beneficiaries.