Verrill's Business Law Group is a multidisciplinary group of lawyers, including tax attorneys and regulatory counsel, to meet the diverse needs of the firm's broad range of for-profit and nonprofit clients, including Section 501(c)(3) and other tax-exempt organizations.
Our lawyers counsel clients from the early stages of formation through the complex process of obtaining tax-exempt or nonprofit status and through a wide variety of corporate transactions, including mergers and other transactions requiring government agency approvals. Our team is experienced in establishing fundraising vehicles and planned giving programs, and in structuring individual gifts to organizations in compliance with applicable regulatory frameworks. We regularly advise clients with regard to executive compensation, employee benefits, fiduciary compliance, and corporate governance matters.
Verrill’s tax attorneys develop business-friendly solutions to complex tax problems that confront our clients every day. Our tax practice is an integral part of virtually all of our practice and service groups. Representing domestic, foreign, individual, and institutional taxpayers as well as tax-exempt organizations, governmental agencies, and specialized industries, we work with each client to provide advice that complies with applicable law while aiming to meet the client’s business objectives.
Partnership, LLCs, Joint Ventures, and other Pass-Through Entities
We regularly assist clients in addressing tax issues inherent in conducting operations through partnerships, limited liability companies, and other flow-through entities. We also advise clients on numerous joint ventures in a broad range of business contexts, including joint ventures between international companies; hospitals and health care systems and insurers; specialty industries and competitive but strategic partners; and startup ventures among individuals.
Mergers, Acquisitions, and Other Transactional Tax Events
Tax structuring for clients involved in mergers and acquisitions is an important part of our tax practice. We have been involved in countless domestic and international transactions involving stock and asset acquisitions; business combinations; divestures; corporate restructurings; including tax-favored spin-offs and exchanges; and recapitalizations. Our attorneys typically are involved in all stages of such a transaction, from the initial planning through closing. We also provide advice regarding state and local income tax treatments of such transactions.
International Tax Structuring and Compliance
Our attorneys are frequently called upon by foreign investors to review the tax aspects of an investment, including weighing in on the selection of a business vehicle, structuring the transaction, and evaluating operating alternatives. Such "inbound" planning often involves avoiding the establishment of a U.S. trade or business or "permanent establishment," as well as the use of derivative investments, portfolio interest, and other techniques to minimize U.S. withholding taxes. Our in-depth experience with U.S. income tax treaties includes deep knowledge of the "tie-breaker" provisions for dual residents and the anti-abuse provisions designed to limit treaty access in circumstances where the foreign investor might be deemed to be "treaty shopping" or may not be considered a beneficial owner.
We advise U.S. public and privately held clients on their international operations, from structuring cross-border activities in manufacturing, sales, and financing, including currency and interest-rate swaps, to minimizing the impact of Subpart F and the passive foreign investment company rules. We counsel pension funds and other tax-exempt entities on the special rules that apply to their offshore activities and investments.
Our extensive experience with cross-border acquisitions includes the anti-abuse rules that can trigger taxes in connection with "inbound" mergers of foreign corporations into domestic corporations and "outbound" mergers of domestic corporations into foreign corporations. We assist clients with the reporting requirements for interests in foreign corporations, partnerships, trusts, and foreign financial accounts. We also counsel individuals on the benefits of renouncing their U.S. citizenship or permanent resident alien status and the impact of "anti-expatriation" rules.
Verrill's tax practice includes representation of many tax-exempt organizations. We have worked extensively with these organizations on issues relating to exemption, intermediate sanctions, private investment, private foundation status and rules, prohibited transactions, unrelated business taxable income, and corporate transactions, including acquisitions, dispositions, mergers, and other transactions with both nonprofit and for-profit entities.
Venture Capital, Investment Funds, and Other Financing Arrangements
Our team regularly works with venture capitalists, private equity investors, investment funds, and other clients to form small business investment companies (SBICs), hedge funds, and other specialized investment funds. We assist with the specialized tax issues involved with operating these entities on behalf of diverse owner groups and within the tax and regulatory structures unique to investment operations.
We advise companies and their executives on all facets of executive compensation, from incentive and nonqualified stock options to restricted stock plans, stock appreciation rights, and phantom stock plans. Limitations on the use of tax-qualified plans for key executives have made nonqualified deferred compensation an increasingly large aspect of our practice, requiring the design of creative deferred compensation arrangements, including long-term incentive compensation plans and excess benefit plans. Our clients' need to comply with the complex rules of Section 409A has significantly increased our involvement in reviewing and advising on all types of deferred compensation arrangements. We also help clients avoid penalties under Section 280G on potential "excess parachute payments" and under Section 162(m) on limitations on the deductibility of executive compensation. Where employees desire to invest in the business activities of their employers, we design partnerships and other structures to facilitate such investments.
Planning for Individuals and Closely Held Businesses
Closely-held businesses and high-net-worth individuals often face very complex tax issues, particularly where the businesses and assets are located in several different jurisdictions and subject to varying tax structures and rates. We advise these businesses and individuals on general tax planning as well as business succession planning. We also assist in designing compensation arrangements (from both the company and executive perspectives) that have favorable tax treatment, and handle employment related tax issues.
Estate Planning and Estate Administration
Our tax lawyers and trusts and estates practitioners work together seamlessly with individuals and families to understand these clients' priorities and goals and their intentions for the legacies they wish to provide. Verrill's attorneys advise clients regarding estate, tax, and financial planning, and succession planning for closely held businesses. We have extensive experience in estate planning techniques and in drafting documents in a clear, understandable manner in order to carry out the clients’ intentions successfully and efficiently. The process of estate settlement is as important as estate planning. Our lawyers are skilled in the personal and technical aspects of estate administration, including attention to post-mortem tax planning. Members of Verrill's team often represent fiduciaries in their roles as personal representatives and trustees.
In its tax controversy practice, Verrill's Tax and Nonprofit Group represents businesses and individuals in disputes with the Internal Revenue Service and various state tax agencies. The group is proud of its professionally respectful relations with federal and state tax administrators, a feature that promotes more efficient and beneficial outcomes for our clients.
Active participation in state and national professional organizations aids in the efforts we undertake on behalf of our clients. The group’s attorneys participate in analyzing and commenting on proposed legislation and administrative guidance for such organizations. Such efforts enable Verrill to maintain its long-standing reputation for excellence while at the same time providing the group with a deep understanding of developing tax law and tax policy. This significantly enhances the value of the group’s advice to, and representation of, our clients.