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Taxation


Spencer Fane tax attorneys help clients structure business transactions and arrange personal financial affairs to minimize, defer or eliminate taxes to create more cash flow and wealth for our clients.  We provide counsel every step of the way: when the business is organized, as it operates and grows, when it combines with partners, investors, or other businesses, and when it divests, sells or liquidates.  Our goal is to help our clients minimize and defer their tax liabilities to the extent legally permissible while putting the client in the best position of prevailing in the event of a challenge by a taxing authority. As Judge Learned Hand astutely stated many years ago:

“Anyone may arrange his affairs so that his taxes shall be as low as possible, he is not bound to choose that pattern which best pays the treasury.  There is not even a patriotic duty to increase one’s taxes.  Over and over again, the Courts have said there is nothing sinister in so arranging affairs as to keep taxes as low as possible.  Everyone does it, rich and poor alike and all do right, for nobody owes any public duty to pay more than the law demands.”  Helvering v. Gregory, 69, F.2d 809, 810 (2nd Cir. 1934).

The Spencer Fane Tax Group has provided tax representation to clients in a variety of industries, including health care, retail, wholesale, real estate, construction, professional services, transportation, financial services and energy.

We provide comprehensive tax representation for our clients in the following areas:

  • Tax planning and consulting services for businesses, individuals and trusts
  • Independent contractor vs. employee classification issues and related tax disputes
  • Representation before the Internal Revenue Service and state and local agencies in connection with tax audits, tax disputes and controversies, including where necessary tax litigation before administrative tribunals, the United States Tax Court and other courts having jurisdiction of tax disputes
  • Tax structuring of business transactions including choice of entity business planning;
  • Charitable deduction planning
  • Tax-exempt organizations, including public and private foundations, trade associations and fraternal organizations, and the specific tax rules affecting such organizations
  • Tax-free exchanges of real estate
  • Tax accounting methods, depreciation and inventory methods and tax accounting elections
  • Executive compensation and benefits
  • Stock and partnership (limited liability company) interest redemptions, purchases and sales
  • Corporate and partnership mergers, reorganizations, acquisitions, spin-offs and liquidation transactions
  • Partnership, joint venture and S corporation formation, tax allocations and operational tax issues
  • Employment taxes
  • Federal excise taxes
  • Sales and use tax analysis, planning and consultation and audit and litigation representation
  • Tax compliance matters
  • IRS and state ruling requests and determination letters
  • Foreign taxation, U.S. tax withholding requirements of payments to foreign persons, export planning and incentives with Domestic International Sales Corporations (“DISC”)
  • Tax credits
  • Criminal tax defense

The Spencer Fane Tax Group provides understandable solutions to clients on complex tax issues with sound judgment and careful evaluation of the inherent tax risks arising from business and personal financial and investment transactions.