• Business & non-profit formation
  • LLC agreements & partnerships
  • Mergers & acquisitions/sales and exchanges
  • Real estate & REITS
  • Tax disputes & litigation
tax

Tax

Brenner, Saltzman & Wallman is recognized for its experience with, and knowledge of, federal, state and local taxation, and regularly serves as a resource on such matters for other law firms, accounting firms and financial professionals. Our tax practice offers clients sophisticated advice on the application of the varied, complex and ever-changing tax laws to a wide range of transactions and business structures, including mergers and acquisitions, sales and exchanges, reorganizations, partnerships, limited liability companies, S corporations, and tax-exempt organizations.

Noted for our savvy in federal, state and local tax matters, we provide creative and innovative solutions to achieve our clients’ business and financial goals while maximizing and preserving tax benefits and reducing tax risks. Brenner, Saltzman & Wallman also works with non-profit organizations helping them gain tax-exempt status and defends clients in tax disputes.

Representative Matters:

  • Represented real estate entrepreneur in joint venture with one of the 50 largest private foundations in the United States. After success with this joint venture, represented real estate entrepreneur in establishing private real estate investment trust (“REIT”) and, after success with the first REIT, represented real estate entrepreneur in establishing a second REIT.
  • Represented entrepreneurs in establishing limited liability company for development and marketing of intellectual property. Limited liability company operating agreement included carefully crafted provisions to: (i) secure management control for founders, (ii) permit the granting of equity interests to key employees on a tax‑free basis, (iii) provide for preferred return of capital for initial investors, (iv) provide for pass‑through to owners of tax losses expected in early years, and (v) enable founders to convert entity to corporation if needed to facilitate subsequent round of funding.
  • Represented the “business” in transaction dividing two operating businesses and real estate among several family members. Transactions included tax‑free division of corporate owned businesses and multiple tax‑free real estate exchanges.
  • Represented severely troubled real estate partnership (debt greatly in excess of value, large potential income tax liability). Designed and implemented transaction in which certain partners received cash and terminated interests in partnership, and other partners (who were insolvent or in bankruptcy proceedings) absorbed debt forgiveness income. Effectively converted potential taxable gain to mostly (about 85%) debt forgiveness income, which was non‑taxable to the remaining partners.
  • Represented client as to tax issues in connection with tax‑free disposition of business. Advised client as to methods of hedging risks of undiversified ownership of publicly traded stock received in transaction.

For more information on Brenner, Saltzman & Wallman’s Tax practice group, please contact Sam Hurwitz or Steve Saltzman.