Tax

As tax laws continue to evolve, individuals and companies face greater obligations for enforcement and transparency – with higher stakes than ever before. Our deep bench of tax lawyers provide practical, comprehensive counsel across the full spectrum of tax-related matters, helping to minimize risk and ensure optimal accounting, forecasting, and profitability.

State and Local Taxation

The firm's tax lawyers provide counseling across the full range of state and local tax implications for business transactions, including multistate income tax responsibilities as well as sales and use tax collection obligations. Our experienced litigators represent clients in all aspects of tax controversy and disputes before state and local administrative agencies, the IRS, state tax or superior courts, the courts of appeals, and the United States Supreme Court. We also structure, negotiate, and provide tax analysis and guidance in connection with a wide variety of corporate and individual transactions.

  

Corporate and Partnership Tax

Our firm has substantial experience structuring and documenting corporate acquisitions involving both publicly held and private companies. We structure, negotiate, and provide tax analysis and guidance in connection with various joint venture transactions, as well as tax analysis and planning in connection with partnership debt restructurings and workouts. Our lawyers also advise clients of the tax and legal consequences of proposed business transactions.

  

Executive Compensation/Employee Benefits

We have extensive experience advising clients in the executive compensation/employee benefits area, including advice regarding:

• Deferred compensation agreements for executives
• Employee stock options (also called phantom stock arrangements)
• Employee welfare plans
• Insurance-related compensation, including split-dollar arrangements
• Qualified retirement plans

In addition, we provide advice with respect to fiduciary responsibility issues in the employee benefits area and regularly handle proceedings before the IRS as well as the Department of Labor.

  

Employment Taxes

The firm’s tax team assists clients in dealing with state and federal employment tax matters. A considerable portion of a business’ tax responsibility arises from the various employment taxes imposed on the employer: federal income tax withholding, Social Security tax, and federal and state unemployment taxes. We perform audits and reviews of our clients’ employment tax practices to determine whether they are in full compliance with various employment taxes, withholding, payment, and return filing requirements. We also represent our business clients in disputes with the IRS as well as state agencies over employment tax compliance and, in particular, on the issue of whether workers are independent contractors or employees.

  

Individual Income Tax Planning

Our lawyers are dedicated to assisting clients with the accumulation, management, and transfer of personal wealth. We help clients identify and implement tax planning goals and utilize strategies best suited to their needs. We evaluate the current individual tax position; advise clients about income tax laws and provisions; and advocate legal rights at the federal, state, and local levels.

Tax services include:

• IRS audit representation
• Refund actions in the federal district courts and the United States Court of Federal Claims
• Tax appeals before the IRS Office of Appeals and in the United States Tax Court
• Tax planning and taxpayer defense of federal and state tax positions

  

Tax Controversy

We represent clients in tax controversy and litigation matters at both the federal and state levels.

At the federal level, we assist and represent our clients when they have been audited by the IRS, handling the administrative appeal to the appeals office and thereafter to the United States Tax Court or, in a refund action, to federal district court or the United States Court of Federal Claims. This controversy work includes:

• “Responsible officer" penalties
• Corporate income
• Employment and payroll taxes
• Estate, gift, and generation-skipping transfer taxes
• Excise taxes
• Federal individual income

We have extensive experience preparing and submitting private letter rulings and technical advice requests to the IRS’ national office. We also represent clients in criminal tax matters, including voluntary disclosure submissions to the IRS for persons seeking to avoid criminal penalties for undeclared foreign bank accounts.

At the state and local level, we represent clients in disputes with the Arizona Department of Revenue concerning income taxes and transaction privilege taxes (sales tax), clients in disputes with municipal tax authorities concerning transaction privilege taxes (including the speculative builder tax), and clients in disputes with county assessors concerning ad valorem property taxes. We represent clients during audit, administrative appeals, Arizona Tax Court litigation, and appeals to the Arizona Court of Appeals and Arizona Supreme Court.

  

Tax-Exempt Financing

Lewis Roca represents users and issuers in tax-exempt financing transactions. In addition to representing industrial development and pollution control authorities as issuer's counsel, we have represented numerous hospitals, nursing homes, multifamily housing developers, and industrial and service firms as user's counsel. Our lawyers are nationally recognized bond counsel and also regularly serve as underwriter's counsel in connection with the public sale of tax-exempt securities.

  

Tax-Exempt Organizations

We represent numerous nonprofit organizations with local, national, and international operations, providing the full spectrum of transactional and governance advice for day-to-day operations. Our tax lawyers advise nonprofits on the tax issues directly affecting their organization, including:

• Excess private benefit
• Intermediate sanctions
• Private foundation rules
• Unrelated business taxable income
• Use in tax-exempt finance

  

Trusts and Estates

Our trusts and estates lawyers provide advice in all phases of estate planning, including the preparation of wills, living trusts, and irrevocable trusts, calling on the experience of our probate and probate-related litigation practitioners when needed. We counsel clients on estate, gift, and generation-skipping transfer tax planning, including advice on lifetime wealth transfer through sophisticated tax planning techniques such as:

• Charitable remainder trusts
• Family limited partnerships
• Grantor retained annuity trusts
• Planned giving
• Qualified personal residence trusts

We evaluate the proper uses of insurance in estate planning, review clients' assets to structure ownership so as to minimize estate and gift taxes, and work closely with our corporate lawyers in designing and implementing succession plans for closely held businesses. Finally, our lawyers counsel professional fiduciaries, such as corporate trustees, on their responsibilities and on trust interpretation issues.