TaxFried Frank's international Tax Practice has partners strategically placed throughout our offices to advise clients in virtually all areas of tax law on a global basis. Our practice encompasses all principal forms of corporate transactions, including mergers, acquisitions and dispositions, spin-offs, and joint ventures. The department's practice also includes work on a variety of asset management tax issues, as well as the tax issues associated with financings, including borrower, lender and capital markets representations. The team participates in real estate transactions, restructuring and insolvency matters, international tax planning matters, tax controversies and individual tax planning as well. Fried Frank's robust Tax Department handles matters involving both major public and private corporations and partnerships, and supporting both domestic and international transactions.
Tax Aspects of Mergers, Acquisitions and Dispositions
A substantial part of our tax practice involves planning, structuring, negotiating and implementing large domestic and cross-border acquisitive transactions, corporate combinations, dispositions and joint ventures, including taxable and tax-free mergers, restructurings and spin-offs. The work focuses on the present and future tax liabilities of the participants, as well as their owners and employees. Indicative of our leadership in this area is the late Professor Martin Ginsburg's co-authorship of Mergers, Acquisitions and Buyouts, the authoritative text in the field.
We regularly advise domestic and foreign corporations and partnerships and have worked with most major investment banks in devising transaction structures that are creative and efficient. We generally work with members of the Firm's corporate practices to select the most effective structures from both foreign and US tax viewpoints, taking into account business and non-tax legal issues.
Many of our M&A matters involve the leading leveraged buyout and hedge funds. These representations include transactions in which the client is acquiring or disposing of minority positions in a company or an enterprise, either alone or in conjunction with other investors, in addition to control transactions. Working with members of the Firm's M&A and Asset Management Practices, we advise investment funds and many of their portfolio companies with respect to the full range of transactional tax-related issues.
Tax Aspects of Financing
In advising many of the leading leveraged buyout and hedge funds, we provide counsel not only on effective structures for acquisitions and dispositions, but also on related debt financings, including bridge financings, bank debt, mezzanine and high-yield financings. We also represent leading lenders in considering the tax issues of mezzanine, senior debt and stapled financings.
Working with the Firm's Capital Markets and Finance Practices, we are also active participants in the full range of domestic and cross-border offerings of debt and equity, asset-backed financing transactions, and sophisticated and innovative financial and derivative instruments that accomplish tax, accounting and other business objectives, including the creation of synthetic securities, credit derivatives and special-purpose securitization vehicles, such as collateralized bond obligations, collateralized loan obligations and collateralized debt obligations. Because the tax aspects of these transactions are frequently of central importance and highly complex, the department's intellectual acumen and depth of experience play a major role in the Firm's success in these areas.
Real Estate Transactions
Fried Frank frequently acts as counsel in major real estate transactions. We have advised US and foreign clients on the tax aspects of partnerships and real estate investment trusts, as well as on complex lending arrangements designed to attract both foreign investment in US real estate and real estate investments by pension trusts and other tax-exempt entities. Increasingly, real estate transactions involve sophisticated partnership agreements and complex equity participations, convertible or participating obligations and debt restructurings; the department actively participates in structuring and drafting these arrangements. In New York, local taxes on real estate significantly affect the structure of transactions; the department has extensive experience in this area.
The Tax Department works closely with our Asset Management Practice to serve the needs of the investment management industry by providing tax counsel to a diverse group of clients. We regularly work in structuring fund formations to optimize tax consequences with both US and non-US sponsors and investment managers in the hedge fund and private equity fund arenas, including both primary funds and fund of funds. We also represent family offices, high-net-worth individuals and institutional investors in considering the investor tax issues in connection with private equity fund, hedge fund and other alternative investment strategies.
Restructuring and Insolvency
The Tax Department works with our Restructuring and Insolvency Department in the design and evaluation of workout and reorganization plans. This practice includes the representation of debtors in and out of bankruptcy, creditors, creditors' committees and financial advisers. In this area, our practice focuses on the tax consequences of the restructurings of debt and equity for both the holders and the issuers thereof.
International Tax Planning
We regularly advise domestic and foreign multinational firms, including leading industrial companies and financial institutions, with regard to the US tax aspects of significant transactions and the day-to-day conduct of their businesses. In recent years, we have advised a number of major foreign-based businesses with substantial US interests on some of the decade's most complex demergers and spin-offs, as well as in- and outbound investors in the United States. Representative clients include TransCanada Pipelines, Televisa, Rio Tinto, plc, Hanson Industries, plc and Readers Digest Association, Inc. We also have extensive experience reviewing transfer pricing issues and methodologies referred to as "Section 482" matters. From a planning perspective, we seek advance pricing agreements with the Internal Revenue Service and assist companies with respect to intercompany pricing agreements.
We conduct an active tax controversy practice, representing clients in all phases of the dispute resolution process (audit, appeals and litigation), as well as administrative matters before the IRS and New York taxing authorities. We regularly negotiate with the IRS when a controversy arises, and litigate issues when negotiations do not result in suitable settlements. A recent representation involved litigation on behalf of Capital Cities/American Broadcasting Company regarding the availability of the investment tax credit for television films. In addition, we have represented taxpayers in fending off government assertions in a series of cases involving corporate acquisition techniques.
Individual Tax Planning
We work with the Trusts and Estates Department to advise individuals concerning a wide variety of personal and business planning matters, including matters concerning US tax residency, wealth diversification, closely held businesses and income tax planning in conjunction with estate and gift tax planning.