Most transactional lawyers focus primarily on documentation.

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We focus on how transaction structure affects:

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• Tax exposure

• Operational flexibility 

• Cross-border efficiency

• Financial outcomes

• Future controversy risk (including proactive certainty strategies such as Private Letter Ruling and recurring transfer pricing solutions such as Advance Pricing Agreement where appropriate.

 

Because decisions made early in a transaction often determine the issues that later arise in audits, disputes, restructurings, and exits.

 

What Most Businesses Get Wrong in Transactions

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• Focusing on price instead of structure

• Ignoring tax consequences until after signing, when options such as Private Letter Rulings are no longer available 

• Using generic agreements for complex deals

• Misaligning ownership, financing, and exit strategy

 

These mistakes often don’t surface until after closing - when restructuring flexibility is reduced, audit exposure increases, and corrective options become significantly more expensive.

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Transactions

 

We advise on transactions where legal structure, tax treatment, ownership alignment, and long-term risk management are interconnected.

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• Mergers & acquisitions (buy-side / sell-side)

• Cross-border sales and restructurings, including transfer pricing coordination, operational alignment, and where appropriate, advance certainty strategies such as Advance Pricing Agreement

• Equity and asset transactions

• Joint ventures and strategic partnerships

• Licensing and distribution arrangements

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Financing & Capital Structuring

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• Private equity and venture financing

• Convertible instruments (SAFEs, notes)

• Debt financing and mezzanine structures

• Regulation D offerings

• Equity and incentive compensation structuring (including options, profits interests, phantom stock, and hybrid instruments)

 

Where We Add Strategic Value

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Transactions are not merely legal exercises - they are strategic decisions involving tax exposure, operational structure, financial objectives, and long-term risk management.

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We focus on:

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• Tax-efficient deal structuring, including proactive certainty strategies such as Private Letter Ruling where appropriate

• Pre-transaction planning (not just execution)

• Cross-border ownership alignment

• Risk mitigation before positions become fixed, transactions close, or disputes later arise in proceedings such as IRS Appeals

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This is where outcomes are won or lost.

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Strategic Tax Considerations in Transactions

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Many transactions create significant tax consequences long before issues are identified during audit or controversy proceedings.

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Early planning may allow businesses to:

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• Reduce future audit exposure
• Improve transaction flexibility
• Align transfer pricing and ownership structures
• Obtain advance certainty where appropriate
• Avoid disputes that later require resolution through IRS Appeals

 

Strategic decisions made before signing often determine long-term outcome.

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Ongoing Corporate Counsel (Outside GC)

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We serve as outside counsel to companies that need experienced legal support without building an in-house team, particularly where legal execution, tax planning, financing strategy, and operational objectives intersect.

 

We advise on:

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• Corporate governance and structuring

• Equity issuances and cap tables

• Shareholder and operating agreements

• Commercial contracts (vendor, SaaS, licensing)

• Employment and compensation structures

 

Who We Represent

 

We represent:

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• Founders and business owners

• CFOs, tax directors, and finance leaders

• Investors and private equity participants

• U.S. and multinational companies operating across jurisdictions

• Businesses managing complex transactional and tax-sensitive matters

• High net worth individuals and families

 

Before You Structure or Sign a Transaction

 

In high-value or tax-sensitive transactions, early strategic decisions often materially affect:

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• Tax exposure

• Transaction flexibility

• Operational efficiency

• Cross-border risk

• Long-term controversy exposure

 

A focused strategic evaluation can help determine:

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• Whether the transaction structure aligns with long-term objectives

• Whether proactive certainty strategies are appropriate

• How tax, financing, ownership, and operational considerations interact

• How to reduce future audit and controversy risk before positions become fixed

 

Transactions are not merely about closing - they are about strategically managing long-term business, tax, and operational outcomes.