Tax

Waller Lansden's tax practice includes the following major areas: corporate partnership, estate, gift, state and local, tax exempt entities, deferred compensation plans, qualified and nonqualified personal tax planning, and tax controversies.  The strength of this practice is illustrated by the election of our tax attorneys as Fellows of the American College of Tax Counsel, American College of Trust and Estates Counsel members of the American Tax Policy Institute and Best Lawyers In America.  The Tennessee Limited Liability Company Act was authored primarily by two of our senior tax attorneys.  Our attorneys are routinely asked to speak to professionals at continuing education seminars on a variety of tax matters.

Complex business transactions require a thorough understanding of potential federal, foreign, state and local tax implications.  Since the tax consequences of a transaction are often determined early in the structuring of a business transaction, our attorneys are typically involved from the very beginning to seek optimum tax advantage from the transactions.  Waller Lansden advises clients on the various tax advantages of a particular type of business entity (corporation, partnership, or limited liability company) and the consequences of tax formation of these entities.  As our clients grow and consider public offerings, financings, business combinations and divestitures, other reorganizations and liquidations, our tax attorneys continue to offer advice on the structure of these transactions.  Our attorneys have also assisted clients with leasing transactions, financing transactions, investment funds, debt restructuring, international tax and REITS.

Waller Lansden serves the legal needs of both tax-exempt entities and taxable entities seeking to acquire or do business with them.  Our attorneys are experienced in the advantages and disadvantages of forming not-for-profit entities, preparing the organizational documents, preparing and filing tax exemption applications with the Internal Revenue Service, ensuring that the entities are properly registered before all state and local charitable solicitation boards and provide advice on to the continued operation of the tax exempt entities.  We also provide advice to existing not-for-profit clients on a variety of tax matters including joint ventures with for-profit entities and other arrangements.

Early and thoughtful analysis, followed by the design and execution of effective strategies, are the keys to minimizing tax liabilities.  In real estate transactions, we work closely with our clients to structure tax-free exchanges of investment property.  Our attorneys routinely advise clients in family law matters regarding the preparation of both prenuptial and marital dissolution agreements.

For over 80 years, attorneys at Waller Lansden have designed sophisticated estate plans for clients to minimize estate taxes, provide for the continuity of family businesses, structure retirement plan benefits and analyze life insurance programs.  In formulating estate plans, we analyze all of a client's assets and liabilities and suggest a variety of strategies to achieve the client's estate and family goals employing techniques such as gift planning, charitable giving, trust arrangements, retirement planning and generation-skipping transfers.  Waller Lansden is often engaged to represent individuals, corporations, and trusts and estates in connection with an audit and in resolution of tax assessments.  Such representation in federal tax matters can involve advice in the course of an audit, protesting an audit, presentations to an appellate conferee, filing claims for refund, and suits in United States Tax Court, the United States Claims Court, the United States District Courts and the United States Courts of Appeal.  These matters range from valuation issues to defending allegations of civil fraud. In some instances, our attorneys with experience in defense of criminal charges have been engaged to give advice on the rights and exposure of clients to charges of criminal misconduct.

In addition to federal tax litigation, attorneys in our tax practice have extensive experience in representation of taxpayers in matters involving state tax issues.  A substantial number of these matters involve franchise/excise tax disputes and sales/use tax disputes for large and medium size out-of-state corporations.  While frequently resolved to the client's satisfaction at the administrative level, sometimes these matters have to be litigated.  Coordination of litigation of similar tax issues (e.g. catalog use tax) for multi-state clients in multiple state courts, and coordination and implementation of restructuring so as to minimize the collective tax burden of multi-state operations is vital in the state tax arena.

Waller Lansden has provided the following tax advice to clients:

• Provided advice regarding tax aspects and ramifications in merger and acquisition activities, several transactions individually exceeded $100 million
• Structured several family business continuation and succession plans for multi-million dollar family businesses
• Created the first limited liability company and the first professional limited liability company in the State of Tennessee
• Structured special purpose bankruptcy proof pass through entities for various large corporations aggregating in excess of $400 million
• Represented real estate developers in debt restructurings with cancellation of indebtedness exceeding $100 million
• Structured tax incentive bond issues and leases, secured favorable tax rulings and drafted tax incentive legislation for several major corporate employers moving into Tennessee
• Assisted 501(c)(3) and 501(c)(6) entities in creating subsidiary entities to provide its members with additional services
• Represented governmental and not-for-profit institutions in connection with unrelated business income tax issues
• Provided tax advice related to a variety of tax issues regarding real estate taxation and operations
• Obtained reduction in employment tax liabilities of over $400,000 on an independent contractor/employee classification appeal