Paradigm Counsel’s tax practice takes an integrated approach towards planning and execution, considering the tax, legal, and business goals of our clients. Our tax attorneys work closely with the attorneys in our other practice areas in order to design and implement refined, tailored solutions to meet our clients’ needs.
We help devise and implement tax strategies for mergers and acquisitions to help ensure all corporate and tax implications are comprehensively addressed. We provide assistance drafting and reviewing transaction documentation so potential tax risks are avoided, including consulting on the applicability of – tax-free reorganization rules, issues specific to S corporations and LLCs, golden parachute rules and exemption therefrom (280G), rules that limit the use of net operating losses (NOLs), qualified small business stock rules (QSBS), and deferred compensation rules (409A). We also assist clients with negotiating the tax provisions of the definitive agreements, tax and legal due diligence for acquirers and sellers, and post-acquisition matters.
Corporate and Partnership Tax; Fund Formation
We advise corporations, partnerships, and limited liability companies with respect to formation, operation and liquidation. We advise corporate clients with respect to a variety of transactions for both subchapter C and subchapter S corporations, such as mergers, acquisitions, dispositions, financings, reorganizations, corporate divisions, redemptions and liquidations. We also assist with drafting complex partnership agreements, LLC operating agreements, and other joint venture-type agreements, frequently involving the inclusion of special allocations and other unique tax provisions to effectuate the objectives of our clients. We advise fund sponsors on all matters relating to fund formation.
We help strategize and implement the best compensation plans for our clients. This includes analysis and planning for stock option grants, issuances of restricted stock, phantom equity grants, and profits interest grants. In connection with these recommendations, we advise with respect to the applicability of withholding tax rules and avoiding certain excise tax regimes, including those for excess parachute payments under Code Section 280G and deferred compensation under Code Section 409A.