For decisions made before the tax result is locked in
The most expensive tax problems often begin as ordinary business decisions. Planning work focuses on the structure, timing, documentation, and reporting choices that determine how income, equity compensation, investments, QSBS, real estate transactions, and liquidity events are taxed.
Useful for
Founders, executives, investors, business owners, real estate owners, and individuals who need a position that can be explained clearly if a tax authority later asks questions.
When to involve tax counsel
Planning engagements usually begin before a decision is final. Typical starting points include the following.
- A founder or owner is negotiating the sale of a business and the deal terms are still open.
- A company is preparing to form, restructure, or issue equity to founders, employees, or investors.
- A stockholder wants to confirm Section 1202 eligibility before a liquidity event, not after.
- A taxpayer is weighing a move out of California ahead of a stock sale, option exercise, or business sale.
- An investor or buyer needs an independent tax review of a transaction before signing.
- Parties are negotiating tax provisions, allocations, or indemnities in transaction documents.
The tax result is easiest to improve while the structure, documents, and reporting decisions are still open.
Tax Issues in Real Estate Transactions
Real estate tax work focuses on the tax consequences of acquisitions, dispositions, like-kind exchanges, partnership and LLC ownership, basis, gain recognition, and related California tax issues. The practice provides tax counsel for those transactions and the disputes that may follow; it is not a general real estate law practice.
Planning for scrutiny, not merely implementation
The analysis does not end when a structure is technically permissible. The practice also considers how the position will be documented, reported, examined, and defended if challenged by the IRS or a California tax agency.
Founders, equity, and investment
- Qualified small business stock
- Founder and investor equity
- Restricted stock, RSUs, options, and profits interests
- Venture and investment structures
- Tax consequences of liquidity events
Business entities and transactions
- Entity formation and restructuring
- Corporate and partnership taxation
- S corporations
- Mergers, acquisitions, and business sales
- Transactional tax planning and tax-sensitive contract and deal terms
Real estate taxation
- Acquisitions and dispositions
- Partnership and LLC ownership
- Like-kind exchanges
- Basis, gain recognition, and debt allocation
- California tax issues involving real property
- Real estate tax disputes arising from transactions
Cross-border and specialized matters
- U.S. tax issues affecting cross-border businesses and individuals
- Transfer-pricing analysis where relevant to a broader legal engagement
- Estate- and gift-tax issues arising in business or investment planning