Areas of Practice

Transactional Tax

U.S. Federal Income Tax and California state income tax matters, including: mergers & acquisitions, IRC section 368 reorganizations, financings, tax-deferred equity rollovers; California residency analysis; 1031 exchange support; Qualified Opportunity Zones; tax counsel deal team support

General Business

Entity Formation; Preparation, drafting, and negotiation of: governance documents, LLC agreements, partnership agreements, buy-sell agreements, shareholder agreements, stock purchase agreements, asset purchase agreements, membership interest purchase agreements, general commercial agreements

Partnership Tax

Partnership and LLC Agreement drafting; Allocation & Distributions planning (including special and catch-up allocations); 704(b) analysis (Substantial Economic Effect, disguised sale, capital shift issues, negative capital account issues); Profits Interest Plan development and structuring; Family partnerships; Partnership freeze transactions; LLC/Partnership equity rollover transactions

S Corporations

Formation and operation; Employment Tax strategies; Single-class of stock issues; Inadvertent termination support; Retroactive relief for S elections, S Corp Inversions/F Reorganizations; Pre-acquisition restructuring; Deemed asset sales under IRC Section 338(h)(10)

Qualified Small Business Stock

Section 1202 benefit analysis and reporting support; Section 1045 rollover planning; Company attestation letters/QSBS analysis; Shareholder tax opinions, LLC to C Corp conversion planning, QSBS trust stacking support

Non-Profits and Tax-Exempt Entities

Supporting all aspects of Private Foundation and Public Charity formation and administration; IRS Form 1023 application development and filing; Grant program administration/structuring; Fiscal Sponsorship arrangements

Liquidity Event Planning

QSBS structuring/analysis (for both shareholders and companies/issuers); LLC Profits Interest Programs; Preparation and negotiation of Variable Prepaid Forward Contracts, Equity Derivatives, Secured lending transactions; Personal Goodwill transactions/structuring