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ERISA/Tax/Trust & Estates In connection with mergers, acquisitions, spin-offs and other corporate transactions, perform due diligence, draft and negotiate employee benefits language and prepare corporate profiles. Perform defensive reviews and 280G liability estimates for companies contemplating a change in control. Draft and review various executive compensation arrangements including employment, retention and separation agreements, stock option, stock incentive, deferred compensation and severance plans and agreements, rabbi trusts, cash incentive arrangements and golden, silver and tin parachute arrangements. Draft resolutions and shareholder consents. Prepare disclosures for securities offerings and proxies. Research issues and draft memoranda regarding plan qualification, fiduciary duties, plan assets, prohibited transactions, venture capital operating companies, Section 16(b), Sections 280G and 162(m), WARN and COBRA. Perform QDRO determinations. Assisted in negotiations with the PBGC regarding underfunded pension plans and drafted PBGC settlement agreements. Assisted in IRS determination letter applications for amending plans. Member of Firm's Recruitment Committee and Pro Bono Committee. Researched a variety of tax issues, including taxation of distributions, tax consequences of various executive compensation agreements and foreign income tax issues; prepared submission of pension plan to the Internal Revenue Service for a determination letter; assisted in termination of tax-exempt organization; researched enforceability of severance pay plans; due diligence for acquisitions and SEC filings; analyzed beneficiary designation issues involving interplay between trust and estates and ERISA; drafted corporate resolutions, plan amendments and legal memoranda. Broad practice in all aspects of tax-qualified and ERISA-governed plans, including defined benefit pension plans, 401(k) plans, ESOPs, cafeteria plans, employee welfare plans and multi-employer plans; · Extensive experience in executive compensation, including deferred compensation, incentive stock options, stock bonus plans, phantom stock plans, golden parachutes and severance agreements. Worked on the tax aspects of corporate and partnership transactions, including mergers and acquisitions, restructurings, financings and joint ventures. Conducted extensive tax due diligence in conjunction with bankruptcy filing. Reviewed limited liability company agreements and credit agreements. Provided on-going advice to client regarding maintaining REIT status. Wrote opinions and memoranda. Drafted tax escrow agreements and FIRPTA withholding tax certificates. Researched and wrote memoranda regarding New York State Stock Transfer Tax, Mortgage Recording Tax and Real Property Transfer Tax. Represented pro bono client seeking asylum in United States Immigration Court. Involved in a variety of international and domestic corporate tax matters. Experience includes: - Securities: debt and equity instruments such as common and preferred stock, fixed rate, variable rate and perpetual notes, capital securities and trust certificates issued in the U.S. and abroad by a variety of U.S. and foreign issuers; - International tax planning: inbound and outbound investments and operations; - Domestic tax planning: corporate reorganizations and spin-offs; structuring transactions and operations using corporations, partnerships, LLCs and trusts; - Commercial lending: credit facilities of domestic and foreign banks; due diligence review of borrowers and transactions necessitating loans; - IRS interaction: ruling requests; protests. Experience includes Federal Domestic Taxation (partnership taxation, taxation of affiliated groups, corporate taxation, stock and asset acquisitions, stock and debt offerings, reorganizations, limitations on net operating losses, taxation of not-for-profit entities), International Taxation (worldwide corporate restructurings, controlled foreign corporations (concentrating on insurance companies), international finance, taxation of international fiber optic telephone cable, foreign tax indemnities for actress, withholding taxes), Tax Controversy (protests, ruling requests, not-for-profit CEP audit, New York State audits) Member of four-person tax department providing advice on tax issues raised by a variety of corporate transactions. Matters include: analysis of depreciation schedule for qualified technological equipment involved in cross-border lease; research regarding qualification of various entities and types of income for double income tax treaty benefits; research for ruling request for Section 355 spin-off of computer company; review of limited liability company agreements for foreign acquisition of a U.S. cellular company; research regarding spin-off of contingent litigation proceeds in sale of savings and loan; review of gross-up provisions in credit agreements; drafting memoranda regarding tax-free reorganization transactions, contingent payment debt regulations, consequences under Section 367 of outbound reorganization, application of FIRPTA to foreign sales of stock, and constitutional challenges to state law apportionment of income. Counsel high net-worth individuals and executives of corporate clients concerning income, gift and estate tax matters and estate planning in general; Draft wills, trust agreements, including insurance trusts, qualified personal residence trusts and charitable remainder trusts, and explanatory memoranda concerning estate planning devices; Advise corporate trustees regarding the custody of fiduciary assets, the development of new estate planning devices, the use of financial products such as equity swaps and collars in fiduciary accounts, and their fiduciary duties in general; Structure investment partnerships and employee incentive compensation vehicles for estate planning purposes; Advise clients regarding private charitable foundations; Administer individual trusts and estates; and Assist litigation department in matters involving proceedings in Surrogate's Court and substantive trusts and estates law issues, including most recently matters relating to the dispute over control of the Doris Duke estate. Perform complex estate and tax planning for extremely high net worth individuals, with particular emphasis on wealth enhancement/transfer planning for owners of closely-hold business interests. Extensive experience developing presentations and lecturing to firm clients (as well as to other firm practice areas) on the use of grantor retained annuity trusts (GRATs) and charitable remainder trusts (CRTs). Develop custom performance models designed to illustrate the comparative benefit of various types of CRTs and GRATs under varying conditions. In the past year alone, have assisted firm clients in transferring in excess of $1 billion of publicly-traded stock, closely-held stock, partnership interests, and derivatives to GRATs and CRTs. Traditional practice experience includes drafting wills, trust agreements, estate administration, Surrogate's Court practice and representing clients before the Internal Revenue Service and the United States Tax Court. |
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