Gardere's Tax attorneys bring extensive knowledge and experience to the representation of clients in all areas of tax, for all types of clients, from multinational corporations to individuals.

Federal Tax Matters

Gardere's Tax Practice Group advises clients in planning their transactions and business structures to minimize taxes and ensure that tax opportunities are not overlooked. Gardere's Tax attorneys are experienced in federal, state, and international tax planning for all phases in the life cycle of a business: start-up, capitalization, operations, growth, and disposition or other exit strategy. We work with dedication for a wide variety of domestic and foreign clients: C and S corporations, consolidated groups, partnerships, limited liability companies, professional associations, tax-exempt organizations, sole proprietorships, and individuals and disregarded entities. We bring broad knowledge of both domestic and international tax law to planning the most advantageous transactions and organizational structures for our clients.

We have extensive experience in:

• corporate, partnership, and joint venture planning, including choice of entity and check-the-box issues
• mergers and acquisitions in all industries
• leveraged leases and sale-leasebacks
• accounting method issues, including inventory methods and capitalization issues
• real estate development activities and insolvency and workout arrangements
• Section 1031 like-kind exchanges and tenancies-in-common (TICS)
• capital gains and loss planning
• research and development credits
• consolidated returns and tax-sharing agreements
• closely-held business succession planning and family limited partnerships
• depreciation and amortization methods
• FIN 48 issues
• allocation of purchase price
• bad debt write-offs, worthless stock, and cancellation of indebtedness income
• debt-equity issues
• financial instruments
• qualified settlement funds
• reasonable compensation
• economic development grant and regional tax incentives
• employment taxes and responsible person penalties
• off-balance sheet financing
• tax indemnity agreements
• reasonable cause penalty waivers
• tax shelter issues.

Tax Controversies

Gardere's Tax attorneys have, through years of experience in the courtroom and in administrative negotiations with the Internal Revenue Service, developed a reputation for skillful advocacy in tax matters. Our Group has extensive experience handling tax issues in every forum in which tax matters are disputed, including: federal and state courts; at the examination level; at administrative appeals; and at the IRS National Office, inclusive of arbitration and mediation. Our Practice includes attorneys who have litigated cases in federal court for the IRS Office of Chief Counsel and been employed as in-house tax counsel.

Our tax controversy specialists have more than just knowledge of tax law. They are experts in the maze of specialized procedural rules and processes that apply when controversies arise. We have built a record of successful resolution of our clients' tax controversies out of court and successful litigation of matters that could not otherwise be resolved. We have an active docket of federal and state tax cases, including current and recent cases with the U.S. Tax Court and U.S. district courts.

Our tax controversy practice encompasses every step at which disputes may arise: audit or examination by IRS agents, protests of proposed adjustments arising from audit, negotiation of settlements at appeals and other administrative levels of the IRS, and, when necessary, litigation in the U.S. Tax Court or federal court, including all forums for appeals. Similarly, in state and local controversy matters, we regularly represent taxpayers in all phases of the appeals and litigation process. Tax cases we have handled involve a wide variety of issues, ranging from reorganizations, reasonable compensation, and research and development credits to summons enforcement defense and tax shelter transactions.

Our tax controversy specialists are experienced in all of the following:

• pre-controversy tax advice
• audits and examinations
• administrative appeals
• alternative dispute resolution, arbitration, and mediation
• summons enforcement defense
• criminal tax fraud
• provision of expert witness reports and testimony
• litigation in the U.S. Tax Court, federal district courts, the U.S. Court of Federal Claims, and state courts
• appellate advocacy in the U.S. Courts of Appeals and the U.S. Supreme Court.

Voluntary Disclosures

Taxpayers who have unreported foreign assets or income may voluntarily disclose those assets or income to the IRS pursuant to the ongoing Offshore Voluntary Disclosure Initiative (OVDI). Taxpayers who participate in the OVDI may avoid criminal prosecution and significantly reduce or avoid some penalties. The current OVDI was announced on Jan. 9, 2012, and is available to taxpayers with legal sources of income who are not already under IRS examination or investigation. Taxpayers making a voluntary disclosure must fully cooperate with the IRS. Gardere has successfully assisted numerous taxpayers in making OVDI disclosures.

International Tax and Transfer Pricing Practice

Gardere has experience in the areas of international tax planning, transfer pricing, and controversies. Gardere represents U.S. and foreign-owned multinationals in a variety of matters. This practice encompasses many international tax and transfer pricing issues, including the following:

• advance pricing agreements (APAs) and pre-filing agreements
• competent authority representation
• cross-border mergers, acquisitions, and reorganizations
• inbound taxation, including permanent establishment matters
• offshore deferral (Subpart F planning)
• hybrid entities and check-the-box structures
• tax treaty matters
• transfer pricing
• withholding tax
• captive insurance companies
• export incentives, including DISC issues
• transfers of intellectual property
• Foreign Investment in Real Property Tax Act (FIRPTA)
• expatriate matters
• IRS Offshore Voluntary Compliance Initiative
• Foreign Bank Account Reporting (FBAR).

For a more detailed description of Gardere's International Tax and Transfer Pricing Practice, including representative matters and practice group member biographies, visit International Tax and Transfer Pricing.

Tax Policy

Gardere's Tax attorneys have developed strong relationships with tax officials at the highest levels in Texas and the United States. We welcome the opportunity to assist our clients in opening dialogue regarding their concerns with the appropriate government personnel. We actively monitor tax legislative and regulatory developments that may impact the interests of our clients. We regularly participate in the taxpayer comment process for tax regulations, obtain private letter rulings for clients, and work with the negotiators of international tax treaties. This involvement enables Gardere's Tax lawyers to bring an added dimension to their work in counseling clients on tax strategies.

State and Local Tax Matters

Gardere's tax attorneys provide experienced state tax structuring advice, opinions and representation in controversies regarding all aspects of franchise and income tax, sales and use tax, ad valorem tax, and other state and local taxes as they apply to both in-state and out-of-state businesses. The Texas franchise tax, now termed the "Margin Tax," presents unique challenges for our Texas clients. Gardere's attorneys have been at the forefront in developing creative solutions to the tax burden imposed by this new law. We have significant experience in:

• franchise tax/margin tax planning
• nexus issues
• Constitutional/Commerce Clause issues
• apportionment.

We have addressed sales, use, excise, and ad valorem tax issues in Texas as well as many other states. We have handled a wide variety of issues with respect to such taxes:

• sales tax deficiency assessments
• goods in transit for ad valorem purposes
• jurisdiction for ad valorem tax
• lump sum versus separated invoice for Texas sales tax
• manufacturing equipment exemption for Texas sales tax
• valuation for ad valorem purposes
• sales tax issues for airplanes.

Accounting for Tax Matters/FIN 48

Enactment of the Sarbanes–Oxley Act and efforts of the Financial Accounting Standards Board (FASB) to prevent the inappropriate manipulation of taxation matters to achieve desired financial accounting results (FIN 48) has opened an entirely new area of practice, in which we are at the forefront. In this new world, auditors are vigilant, as they have a duty to be, in evaluating the controls on uncertain tax positions of their clients for financial accounting purposes. Auditors are challenging their clients to defend their positions to prevent audit adjustments which would impact the earnings of the client. In this context, we routinely evaluate high-stakes tax positions that have given rise to client-auditor disagreements. In some cases, we are asked to seek advance or pre-filing agreements or letter rulings with respect to the issue. The past experience of our tax lawyers enables us to develop optimal solutions to these critical issues. Many tax positions are being reexamined in light of the new International Financial Reporting Standards, which present the same range of issues that we have seen with FIN 48.

Energy Tax Issues

Although we have assisted and represented taxpayers in almost every industry, as a Texas based law firm, it is not surprising that many of our clients, particularly those of our Houston office, are in the energy industry. As a result, we have developed significant expertise in the application of specialized rules applicable in all energy industry contexts, such as IDC and percentage depletion and a variety of energy tax credits and other tax initiatives. Our tax lawyers are experienced in the tax treatment and issues associated with choice of entity, including corporations, limited liability companies, partnerships, and master limited partnerships for energy related businesses and in guiding clients through their structuring choices.

For a more detailed description of Gardere's Energy Industry Team, including team member biographies, visit Energy Industry Team.

Other

We have represented clients in many tax matters not included in the discussion above, including in the following practices:

• foundation self-dealing and unrelated business taxable income;
• bankruptcy
• charitable organizations
• qualified settlement funds
• low-income housing tax credits
• taxation of intellectual property.