Corporate Mergers & Acquisitions
Our attorneys work closely with the firm’s corporate clients on tax-free and taxable mergers and acquisitions. We regularly represent buyers and sellers in tax-free Section 368 reorganizations and Section 338(h)(10) deemed asset acquisitions. In addition to complicated mergers and acquisitions, Parker Poe attorneys have experience with spinoff transactions under Section 355.
We regularly represent clients in the negotiation and documentation of joint venture transactions. These transactions frequently take the form of limited liability companies and limited partnerships, and attorneys in the Tax practice group regularly prepare LLC operating agreements and limited partnership agreements. We work with institutional investors and promoters in their participation in joint venture transactions, which include shopping center developments, mixed-use real estate developments, and international manufacturing companies.
Section 1031 Like-Kind Exchanges
Attorneys in the Tax practice group have an in-depth knowledge of Section 1031 like-kind exchanges. We have experience with reverse exchanges and build-to-suit exchanges. While much of our Section 1031 work involves real estate transactions, we also work with Section 1031 exchanges of corporate aircraft and leased equipment.
A comprehensive knowledge of partnership taxation is important with the increasing popularity of limited liability companies as a form of doing business. Our attorneys regularly advise clients as to the tax implications of these arrangements, which often are complex and include many references to the Internal Revenue Code without explanation. We have advised clients on “disguised sales” of contributed property, divisions and mergers of partnerships under Section 708, and dispositions of partnership interests.
Many of our closely held clients are organized as Subchapter S corporations. Our attorneys advise clients in the formation and ongoing operations of S corporations.
Banking & Finance Transactions
Our tax attorneys represent financial institutions and borrowers in the tax aspects of a variety of lending transactions. We advise borrowers in the federal and state taxation of private and public debt financings. Our tax attorneys regularly work with the firm’s banking attorneys who represent servicers in commercial mortgage-backed securities (CMBS) transactions, which regularly implicate the real estate mortgage investment conduits (REMIC) federal tax rules under Section 860G.