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Tax

The Tax group works to minimize tax consequences of business transactions and operations, using innovative and established techniques to reduce or eliminate taxes and avoid tax disputes. When disputes with tax authorities do arise, our tax specialists use their experience to guide clients to the best results in the shortest possible time.  
Chair:  James W. Minorchio
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Our Skills and Experience

We help clients with tax problems in many contexts, including:

Tax Planning and Structuring

Every transaction, whether a corporate merger or acquisition, joint venture, or real estate purchase or sale, must be structured in a way that fits the company’s business, tax and strategic objectives. We advise clients on the tax aspects of all types of entity formation and operation, including corporations, partnerships and limited liability companies, taxable and tax-free mergers and acquisitions, and business operations in a wide range of industries. When foreign-based companies enter the U.S. market, we identify appropriate investment structures, advise on funding issues and explain the impact of applicable tax treaties and federal and state tax rules. We also help clients resolve potential tax problems in advance by obtaining private letter rulings and technical advice.

Since the enactment of the Sixteenth Amendment in 1913, we have helped businesses and individuals plan to minimize the tax consequences of various transactions. For example, we have:

  • Structured hundreds of mergers and acquisitions to qualify as tax-free reorganizations
  • Advised foreign companies on tax treaty matters, including withholding tax issues, permanent establishment issues and limitation of benefits and sourcing of income
  • Assisted foreign multi-national companies in complex international financing transactions
  • Counseled recipients of tax-exempt bond financing proceeds on transaction structure and compliance issues
  • Counseled U.S. based multi-national companies regarding maximizing foreign tax credits

Tax Dispute Resolution

Every federal, state and local tax audit calls not only for substantive analysis, but also for dedication to expediting the audit procedure. If a client faces a tax deficiency, we clarify the technical rules that govern the issue and negotiate the best way to apply those rules to the audited transactions. When an administrative controversy or court litigation occurs, our goal is to eliminate tax issues and ensure that any resulting tax assessment will be at the lowest possible dollar amount. Even in the absence of a tax audit or litigation, we can assist clients in evaluating previous tax returns or new developments in the law, in order to pursue refunds of taxes.

Our tax attorneys have represented clients in a number of important federal and state decisions, including:

  • Defense (including filing of a petition of certiorari to the U.S. Supreme Court) of a worldwide package delivery service's timing of a deduction for contributions to multi-employer, union pension plans
  • Representation of a nationwide lending institution in a Department of Revenue hearing to determine the state tax treatment of a Real Estate Investment Trust (REIT) for Washington Business and Occupation tax purposes
  • Defense of a foreign multi-national company’s international financings through a foreign finance subsidiary
  • Litigation of cases defining how state concepts of taxation apply to the cellular communication industry
  • Settlement of a federal tax deficiency adjustment against an Alaska Native corporation arising out of the sale of net operating losses

Philanthropy

Our attorneys have assisted clients in the formation and reorganization of many charitable organizations and private foundations. We have formed and obtained tax-exempt status for the charitable works of public companies, individuals and private businesses. For example, we have:

  • Reorganized the United Cerebral Palsy Association of King-Snohomish Counties into Provail, which has allowed that organization to help integrate disabled individuals into traditional residential settings
  • Formed and arranged for the funding of the Bullitt Foundation, a leading West Coast environmental charity
  • Established Beethoven, the charitable organization that owns and operates KING-FM 98.1 radio
  • Formed and arranged for tax-exempt bond financing of the Tudor Foundation, which operates more than 700 units of low income housing in the western United States and funds benefits for low income inner-city youth
  • Formed foundations and established operating rules for publicly-traded companies interested in supporting various social issues

Other Tax Practice Capabilities

Employee Benefits. We advise clients on all aspects of qualified and non-qualified executive and employee benefit programs, including pension and profit sharing plans, stock options and deferred compensation plans.

Tax-Advantaged Financing. We help clients structure tax-advantaged financings involving tax-exempt state and local debt obligations, and rehabilitation and low income housing tax credits.

Estate Planning. We advise both domestic and foreign clients how to plan their estates for succession and transfer at the lowest tax cost.

Legislative and Regulatory Liaison. We draft proposed state tax legislation and regulatory changes, providing support to lobbyists and the Washington Department of Revenue, for the purpose of advancing such legislation or rule changes.