Because the tax code is both enormous in scope and incredibly complex, business transactions require careful planning in order to maximize the tax benefits of and minimize the tax costs to clients. Top tax lawyers are, accordingly business and finance, strategists. They combine precise knowledge of tax law with judgment, practicality, and creativity. Tax law is about designing unique structures that allow clients to achieve their goals in a tax-efficient manner.
The Cozen O’Connor tax team has been providing sound advice to clients for decades. We serve public and private companies, joint ventures, real estate interests, high net worth individuals, and exempt organizations. In our federal tax practice, we advise clients on the tax implications of mergers and acquisitions, financings, real estate deals, entity structure, contractual arrangements, cross-border transactions and other business arrangements. In our state and local tax practice, we provide the full range of transactional counsel and represent clients in tax controversies and litigation. On occasion, the tax team also supports client efforts to reform state and local tax statutes or regulations.
Tax is a key element of Cozen O’Connor’s transactional practice. Our tax group works in close collaboration with colleagues from corporate law, real estate, public and project finance, private client services, health law, labor and employment, and mergers and acquisitions on a full range of business matters. The firm’s culture of cross-disciplinary cooperation benefits clients enormously. Our tax advisors are involved from the start to ensure that every project is structured and carried out to achieve tax efficiency.
Cozen O’Connor’s tax lawyers provide support at inception and throughout the entire life cycle of a deal. For pure transactional lawyers, work is done at closing. But our tax attorneys provide tactical advice for as long as a business decision has tax implications, which can be several years or several decades. Having continuous tax counsel is essential, because our attorneys accrue invaluable institutional knowledge over time. They learn the hot-button issues and logic of prior decisions so they can quickly assess how future changes will affect a client’s tax position.
Because every tax matter is inherently case specific and subject to interpretation, attorneys at Cozen O’Connor carefully avoid generic solutions and reject a this-is-how-it’s-always-done mentality. For analytical purposes, we often calculate the cost of following a standard model. But that figure simply represents an opening bid. We then undertake to lawfully improve on that baseline by adding nuance and creativity. Through innovation, we are often able to reduce tax costs considerably.
An essential aspect of a strong tax practice is good communication. Because few people other than tax lawyers are fully fluent in code-speak, a good tax attorney must be able to translate the tax code into plain English, focus on core issues, and present information to clients in a manner that is at once sophisticated and comprehensible. Cozen O’Connor attorneys are able to operate at a high level using a common lexicon and are known for their candor and lack of pretense.
SERVICES
Mergers, Acquisitions, and Business Transactions
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Advise clients on the tax aspects of public and private mergers, acquisitions, buyouts, and joint ventures, as well as spin-offs, liquidations, and other divestitures
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Counsel clients on structured finance, project finance, leasing transactions, and the use of derivatives to hedge business operations and debt issuances
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Advise clients on appropriate business structure, including general and limited partnerships; limited liability and series limited liability companies; and business trusts
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Provide tax planning prior to incorporation or securities offerings
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Guide the organization and syndication of private equity funds
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Structure cross-border transactions with the goal of minimizing U.S. federal income tax consequences to non-U.S. treasurers and their owners.
Real Estate
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Advise clients on the optimal structure for real estate investments
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Represent public real estate investment trusts in the entire gamut of tax matters, including the management of REIT income and asset tests, and formation of non-publicly traded REITS
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Counsel clients regarding securitizations, including real estate mortgage investment conduits (REMICs) and other asset securitizations
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Advise clients with real estate investments that qualify for safe harbor protection
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Assist with tax-free exchanges of like-minded properties
Tax-Exempt Organizations
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Serve public charities, museums, trade associations, healthcare providers, veterans’ organizations, and private foundations
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Advise on formation of non-profit corporations and charitable trusts
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Obtain tax rulings and federal, state, and local tax exemptions
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Counsel high net worth individuals and businesses on the advantages of establishing and operating private foundations.
State and Local Tax
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Represent clients in state and local tax controversies and litigation
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Advocate for legislative and regulatory changes in state and local tax codes
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Advise clients about variations in state tax laws and perform multi-state tax analyses
Tax Compliance, Controversy and Litigation
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Render formal tax opinions in connection with specific transactions and obtain rulings from the Internal Revenue Service and state and local tax authorities
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Represent clients in connection with IRS tax examinations, including before the IRS appeals branch, and in litigation before state and local taxing authorities, U.S. Tax Court, and the federal district and appeals courts
CLIENTS
We represent a wide variety of corporate clients and individuals in the tax practice, including:
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Public and private companies
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Joint ventures
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Real estate clients
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High net worth individuals
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Exempt organizations.
TEAM
Cozen O’Connor’s tax group is made up of exceptionally qualified practitioners, including a former tax adviser to the U.S. Department of Treasury and a former chief counsel to the Pennsylvania Department of Revenue. Several attorneys are certified public accountants and have master’s degrees in taxation law. Many also have prior professional experience as in-house general counsel, which gives them unique insight into the needs of clients. Our most seasoned attorneys are leading scholars in the field and have authored or edited widely referenced treatises on state tax law and real estate tax.
The firm differentiates itself, in part, through its staffing model. In plain terms, we do not believe clients are best served by sprawling teams of undermanaged associates. While we have the capacity to add support as necessary, at Cozen O’Connor, tax matters are primarily handled by experienced tax professionals who are deeply knowledgeable about the relevant subject area and have credibility with judges and counterparts. Because veteran attorneys are fully cognizant of the details of every matter, they are prepared to engage in peer-to-peer dialogue with clients at any time. When clients call at 3 a.m., they don’t just get a response – they get an answer.