Mergers, Acquisitions and Corporate Transactions
Mergers, Acquisitions and Corporate TransactionsWith a team of lawyers recognized nationally as leading practitioners in the field, we regularly advise public and private companies, their shareholders and their key employees on tax aspects of mergers, acquisitions, dispositions and joint ventures. Clients rely on our advice to maximize their tax efficiencies and minimize their tax risks. Our clients include businesses from a wide range of sectors: technology, life sciences, publishing, telecommunications, aviation and defense, venture capital and private equity. We develop tax-efficient structures that help clients achieve business objectives and negotiate appropriate contractual protections against the assumption of unwanted tax risks.
Legislative and Regulatory
Legislative and RegulatoryClients’ legislative and regulatory concerns are best served by legal counsel with the deepest possible knowledge of the relevant channels of government. In legislative and regulatory matters, we advise clients and provide updates on IRS regulations and rulings in a variety of areas, including corporate tax, consolidated returns, pass-through entities, tax accounting, employee compensation, international taxation, excise taxes, financial institutions and exempt organizations. We also serve as legislative counsel to clients with respect to proposed federal tax legislation and represent clients in seeking favorable guidance from the IRS by obtaining private letter rulings regarding particular transactions or business structures, assisting clients with voluntary compliance and closing agreements and submitting comments on proposed regulations. Our experience extends to state and local levels as well, permitting a comprehensive approach to these issues.
State and Local Tax
State and Local TaxClients turn to our seasoned team of attorneys—strategically located across the United States—to resolve nearly any state or local tax challenge. State and local taxes account for a high percentage of most businesses’ tax burden. There are literally thousands of these taxes that companies may or may not be subject to, depending on the nature of a given transaction and the requirements of various taxing authorities. The application of historical tests to determine whether a business is subject to state or local tax jurisdictions and the extent of its tax liability has become more difficult with the explosive growth of e-commerce, and the rules are sometimes counterintuitive and seemingly contradictory. We have structured our state and local tax practice to help clients across the United States successfully cope with the specific requirements of individual jurisdictions.
Tax-Exempt OrganizationsOur highly regarded Tax-Exempt Organizations Practice advise organizations fundamental to the civic, business and intellectual life of cities and local communities around the globe. We assist US and foreign universities, museums, private foundations, and research and charitable organizations in a wide range of operational matters, including establishing nonprofit and for-profit affiliated entities and addressing all aspects of governance, benefits and compensation, lobbying and political activity, and taxation. We also consult on establishing and monitoring grant-making programs, negotiating gift agreements, establishing joint ventures, negotiating investment agreements, and an array of other issues crucial to the success of charitable endeavors. In addition to our work for traditional nonprofits and foundations, our team also helps new organizations involved in “venture philanthropy,” guiding them through new developments in nonprofit tax law. When other business and legal issues are involved, we collaborate with WilmerHale's stellar IP and IP Litigation, Labor and Employment, Real Estate, Cybersecurity and Privacy, and Corporate Practices to advise nonprofits and their affiliates.
Tax Controversies and Litigation
Tax Controversies and LitigationOur cross-disciplinary team has experience in all levels of tax law. We draw on nationally renowned trial lawyers from the firm’s litigation group in order to serve clients involved in tax-related controversies. We regularly defend corporations and individuals in audits and appeals by the IRS and state tax authorities, and on a variety of tax issues in the federal and state courts. When tax controversies progress beyond the administrative stages, we seek to obtain favorable outcomes for clients through litigation or declaratory judgments at all levels of the judicial system. We have successfully represented various clients in federal income tax audits relating to employee and independent contractor issues, offshore investments and amortization of intangibles following acquisitions. We also advise corporations and individuals on the tax consequences and structuring of litigation settlements.
International Tax Planning
International Tax PlanningTo operate effectively in today’s global marketplace, organizations and individuals need international tax counsel that is fluent in the complexities of cross-border business. Our tax lawyers have extensive experience developing and implementing tax-efficient structures for cross-border transactions, investments, acquisitions, divestitures and reorganizations. We assist clients in the development of holding company structures, selection of acquisition vehicles, repatriation and exit planning, the use of double taxation treaties, identification of relevant local law considerations, and management of those considerations through an extensive network of trusted advisers in dozens of jurisdictions. Our team also advises US corporate and individual investors and investment funds on all aspects of US income tax relevant to overseas investment, financings and operations, including choice of entity, foreign withholding taxes, management of currency exposure and foreign tax credit planning, as well as the operation of the US “anti-deferral” regimes. For inbound investment by non-US companies, individuals and trusts in US businesses, capital markets and real estate, we advise on managing exposure to US business taxation, the branch profits tax, capital gains taxation (including the special regimes applicable to exiting US real estate investments), withholding taxes on investment and partnership income and the taxation of cross-border derivatives and other financial transactions, as well as US transfer pricing rules and the special considerations faced by overseas financiers of US operations.
Private Equity and Hedge Funds
Private Equity and Hedge FundsPrivate equity and hedge fund sponsors turn to WilmerHale for advice on complex issues relating to the design and operation of tax-efficient structures for their funds and their funds’ investments. We advise investment fund sponsors concerning optimal off-shore and on-shore structures for their funds and investments, including the tax consequences for US and non-US investors of holding and disposing of their investment in such funds, tax treatment of the funds under US and non-US tax regimes, and tax considerations relevant to investments to be made by such funds. We also assist funds in connection with equity investments in technology and healthcare companies.
Tax Cuts and Jobs Act SummaryClient Alerts
Selected 2018 M&A TransactionsPublications
Mergers and Acquisitions and Corporate Transactions
- Advised a special committee of the board of directors of Hilton Worldwide Holdings with respect to the implications on its tax free spin-off of Hilton Grand Vacations and Park Hotels and Resorts of the sale by affiliates of Blackstone to HNA Group, a Chinese conglomerate, of an approximately 25% equity interest in Hilton, and the subsequent sale by HNA of such stock.
- Represented numerous buyers, including Analog Devices Inc., Danaher Corporation and Fortive Corporation, in connection with several acquisitions, providing tax advice regarding the acquisitions, debt financings related thereto, and post-restructuring planning related thereto.
- Represented Sonus Networks, Inc. in its tax-free combination with Genband Holdings Company.
- Represented numerous companies in connection with their sale, including Staples in its sale to Sycamore for approximately $6.9 billion and Regal Entertainment in its sale to Cineworld for $3.6 billion.
- Advised Memorial Sloan Kettering Cancer Center, The Rockefeller University and Weill Cornell Medicine with respect to the tax-efficient structuring of a collaboration among such entities, a major pharmaceutical company, and venture capital funds to develop therapeutic candidates.
Legislative and Regulatory Tax Issues
- Worked with the Massachusetts Department of Revenue to secure the adoption of favorable employee benefits provisions that had been adopted federally, but not by the Commonwealth.
- Convinced state officials to place a cap on fees charged to Massachusetts corporations for the issuance of new shares of stock.
State and Local Tax
- Successfully obtained a complete refund of an assessment based on apportionment and nexus issues in a Massachusetts Appellate Tax Board litigation.
- Successfully settled a Massachusetts Appellate Tax Board case involving transfer pricing.
- Advised clients on domicile issues, including successfully obtaining a complete abatement from the Massachusetts Department of Revenue of an assessment based on domicile.
- Advised clients on sales tax exemptions for property purchase in connection with the construction of a research facility.
- Advised clients on requirements for environmental Brownfields tax credits for incurring costs to remediate a hazardous waste site in Massachusetts.
- Advise universities, trade associations and other tax-exempt organizations on exemption, unrelated business income tax, and domestic and international fundraising issues.
- Advised a major technology services/solutions company on the establishment and rollout of a new charitable foundation providing digital technology education programs for large populations of workers across the United States. We provided counsel on corporate and tax treatment, private foundation rules, private benefit and private inurement, strategy and public statements, along with corporate and tax compliance and best practices.
- Formed and obtained exemption determination for major new organizations in the fields of medical research, housing, education and government defense research.
- Defended tax-exempt organizations in IRS and state audits on matters that included efforts to revoke tax-exempt status or impose unrelated business income tax, tax-exempt bond qualification, employee classification, tax withholding, and reporting compliance for employees and foreign payments.
- Advise international nonprofits and non-governmental organizations focused on global health and development in a wide range of areas, such as health-worker training, maternal and child health, education access, and economic empowerment. For both new and existing organizations, we provide comprehensive legal services including creating and structuring organizations, obtaining tax-exempt recognition where advisable, counseling on collaboration and best use of US funding, supporting intellectual property needs and licensing agreements, and creating or reviewing funding documents, such as grants, contracts and teaming agreements.
International Tax Planning
- Advised a leading European private equity manager on tax aspects of acquisitions of portfolio companies relating to US-based fund investors.
- Advised numerous US technology and life sciences companies on tax-efficient localization and management of worldwide intellectual property rights.
- Advised on the structuring of a multinational holding organization for tax-advantaged investment in US real estate assets.
Named a Leading Tax Practice in Massachusetts
Recommended for Tax: US Taxes: Non-Contentious
The Legal 500 United States
- Best Lawyers in America - Recognized 107 lawyers, naming nine partners "Lawyer of the Year" in the 2018 edition of its peer-reviewed publication. Tax Partners Richard Andersen, Robert Burke, William Caporizzo, Julie Hogan Rodgers, Matthew Schnall and Kim Wethly were also recognized.
- BTI Consulting Group - Named Kim Wethly to its Client Service All-Stars 2017 list for exhibiting exceptional client service.
- Chambers USA: America's Leading Lawyers for Business - Recognized our Massachusetts Tax Practice in 2010-2018, praising our practice as having a “highly skilled team of practitioners exhibiting talent across a range of areas,” with clients saying “the quality of [our] work and advice is outstanding” and describing our team as “exceptional” and “easy to work with.” Chambers USA has individually recognized William Caporizzo, Robert Burke, Julie Hogan Rodgers and Matt Schnall as leaders in their field.
- The Legal 500 United States - Recommended the firm for Tax: US Taxes: Non-Contentious and recognized Richard Andersen, Robert Burke, William Caporizzo, Julie Hogan Rodgers and Kimberly Wethly in its 2017 edition.
- U.S. News - Best Lawyers® - In the 2010-2018 "Best Law Firms" rankings, our tax law practice was ranked in the first-tier nationally and in Boston, and in the second-tier in New York.