Federal Tax

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Tax Planning and Compliance. Briggs and Morgan tax attorneys regularly assist clients with business and individual tax planning, including tax planning for corporations, limited liability companies, Subchapter S corporations, partnerships, tax-exempt organizations, individuals, trusts and other entities. Representative matters include joint venture tax planning, choice of entity tax planning, equity compensation planning, restructurings, stock redemptions and spin-offs. In addition, we advise clients regarding tax issues and disclosure in public offerings of corporate stocks and bonds, private placements of debt and equity securities, venture capital financings and a variety of other transactions.

Such assistance covers a broad spectrum of the Internal Revenue Code as well as Minnesota state and local tax law and includes issuing tax opinions and submitting requests for letter rulings from the Internal Revenue Service and state tax authorities.

Mergers and Acquisitions. Our tax attorneys have extensive experience in planning and structuring merger and acquisition transactions, ranging in size from small, privately-held businesses to large, publicly-traded corporations in connection with acquisitions of stock and assets, mergers, exchanges, leveraged buy-outs, reorganizations, spin-offs and tender offers. We have provided substantial legal assistance in both taxable and tax-free mergers, acquisitions, divisions and reorganizations.

Private Equity and Investment Funds. In our representation of private equity funds, mezzanine funds, real estate funds, venture capital funds, portfolio companies, management groups, lenders and financial advisors, we advise on the full range of tax issues that arise in private equity transactions including debt and equity finance, fund formation, portfolio company operations, add-on acquisitions and exit strategies.

  • Debt Finance. We have substantial experience helping both borrower and lender clients with a variety of different tax issues and solutions in mezzanine and other subordinated debt transactions as well as senior credit facilities. Accordingly, we advise on the issues that arise in these transactions including limits on interest deductions, imputed interest, cancellation of indebtedness income and true debt.
  • Fund Formation. We advise our clients regarding tax aspects of fund structures and assist in drafting tax-related allocation and distribution provisions in the organizational documents. We regularly advise our fund clients with respect to structuring when their investors have specific tax concerns such as U.S.-source income for foreign investors and unrelated business taxable income for tax-exempt organizations.

Tax Controversies. Our attorneys represent clients in all aspects of federal and state tax controversies, audits and administrative appeals, including litigation in the U.S. Tax Court, the federal district courts, and the Minnesota state courts. We have extensive and successful experience in handling such controversies, many of them involving difficult and complex legal issues. As a result of this experience, Briggs and Morgan has developed good working relationships with the Internal Revenue Service District and Appeals Offices and the Minnesota Department of Revenue.

Tax-Exempt Organizations. Our attorneys also advise charitable and non-charitable tax-exempt organizations, including private grant-making foundations, community foundations and numerous public charities, such as hospitals, schools, religious and civic organizations. In addition to advising management of these organizations with respect to matters pertaining to general operations and maintenance of tax-exempt status, our attorneys have assisted clients in forming, restructuring and dissolving tax-exempt organizations and forming donor-advised funds.