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Practice Areas

Tax Disputes

We help with all IRS and Utah Tax Commission tax disputes. We help with audits, appeals, property tax disputes, and offers in compromise. We protect our clients from the taxing authorities and ensure that they have the best legal strategy on which to rely. We take care of all aspects of the disputes including:

  • Responding to letters you receive from the IRS or UT State Tax Commission. This can be in response to an audit request or just a letter questioning a filing position
  • Helping through all stages of an audit, including taking care of all correspondence with the IRS or UT Tax authorities, reviewing documents to be sent to the tax authorities, come up with legal positions that best support your facts, and come to all meetings with the tax authorities
  • Reviewing documents and filings to understand potential liability. Based on that potential liability we can come up with a comprehensive strategy for responding to the tax authority
  • Preparing and filing an appeal, and handling all subsequent communications with the appeals officer to ensure that we present the very best facts and legal arguments to support our position.
  • Using every tool available to postpone or reduce a tax bill, interest or penalties. We work with you to determine your objectives and walk you through the available tools.
  • Responding to other disputes, such as property tax disputes, you have with the IRS or Utah State Tax Commission.

Tax Planning

We help small businesses with all aspects of their taxes and tax planning. Through tax planning we are often able to reduce or postpone taxes that would be otherwise due. We are able to help clients who are making changes to their business structure, bringing on a new partner, purchasing a business, or simply wanting to ensure their business is as tax efficient as possible. Sometimes changes to business structures are done to minimize tax or to better align the business with the equity owners’ business objectives. Whatever the reason for the reorganization, we can walk you through the full process, from an initial idea to analysis and planning, to implementing the plan. We prepare all the related corporate documents in-house for the transaction. If the reorganization involves bringing on new shareholders or partners, we can prepare the documents that reflect this new business arrangement. Our tax planning includes partnership tax planning and international tax planning. We help with the following:

  • Plan and structure a reorganization to minimize tax liability or take advantage of tax opportunities
  • Work through each step of the reorganization from idea phase through completing the transaction and filing all necessary corporate documents
  • Review current operating structures to determine the most tax efficient way of operating the business, including proposing potential changes
  • Add or remove partners or LLC members, including the calculation of the partner’s/member’s share of the income or loss, and the tax consequences of the proposed addition or removal
  • Advice on international tax issues for cross-border transactions, including mergers and acquisitions, technology transfers, and domestic and foreign joint ventures
  • Counsel on the domestication of foreign companies
  • Work to ensure that acquisitions, dispositions, and expansions are achieved in the most tax-efficient manner

Mergers and Acquisitions

We help both private and public companies with all aspects of small-business mergers or acquisitions. We can design, structure, paper and complete the transaction. Mergers and acquisitions are a major step for companies. Buying or selling a company has a lasting effect on the shareholders, management, and employees and has a significant impact on the future of the post-merger company. Because these deals are so fundamental to the operation and future of our clients’ business, we make sure that our clients confidently move through the complex and intense process—from planning to negotiations to closing the transaction—with professional guidance about valuation, process, and how to best prepare. Managing the tax consequences of a merger and acquisition can be the most important aspect of the transaction. It provides an opportunity to seize timely tax benefits that can yield significant financial savings. Uncovering those opportunities and using them effectively requires extensive knowledge of the complex tax landscape surrounding mergers and acquisitions, especially in light of recent tax reforms. Specifically we can help with the following:

  • Ease tax burdens in a wide range of transactions, including stock-for-stock exchanges and incorporations
  • Determine availability of net-operating-loss carry forwards to an acquiring company or to a seller
  • Support the qualifications of a transaction as tax-free
  • Provide structuring and documentation for tax-free spin-offs
  • Determine tax basis or earnings and profits amounts prior to distributing property outside a corporate entity
  • Ensure that any international elements of the merger or acquisition are appropriately planned

BUSINESS FORMATION

We help clients with all aspects of business formation. We help clients understand the reasons for choosing one entity type over another, we prepare all formation documents, and ensure that the business is set up as tax-efficiently as possible. We are able to discuss other areas of formation law, such as employment, business licenses, intellectual property, and other areas of law that may affect early-stage start ups. We can help with the following:

  • Provide legal advice for all aspects of the startup experience, including entity structure choice, memorializing the business arrangement between founders, writing and reviewing third-party contracts, and reducing liability
  • Help through the funding process, including planning, preparing documents, and coordinating with the individual investors, private equity, or venture capital firms
  • Help founders prepare for future exit opportunities, ensuring that potentially lucrative ownership or cash payments fit into larger personal tax objectives
  • Explore the options of foreign placement of IP or other valuable startup technology in early stages

Corporate/Business Law

We assist small businesses with all their corporate or business transactions, including preparing or reviewing contracts, merger, or purchase documents, employment agreements, and preparing corporate governance documents. Many small businesses are not able to hire counsel full-time. We help close that gap by providing answers to many of the legal questions that small businesses encounter. Specifically, we help with the following:

  • Review or drafting employment agreements, operating agreements, shareholder agreements
  • Advice on ways to limit liability, including potential personal liability.
  • Help small businesses understand the factors that make individuals independent contractors or employees
  • Review leases and other purchase documents to ensure that businesses are aware of their liabilities prior to entering the agreement
  • Help small businesses understand which types of expenses to cover through business accounts, what employee expenses can be covered by the business, and proper procedures for transferring funds out of the business
  • Other business questions that arise in the course of operating a small business

Estate Planning, Wills and Trusts

We help individuals plan for the future by preparing their estate and succession plans. Because we are also experienced with the tax and business law, we are able to ensure that individuals who own equity in a business have an appropriate succession plan that includes the transfer of the equity interest in the business. Planning for the future is an ongoing process, but it is something that should be done deliberately. Do not leave the future of your loved ones to chance. We can help with all aspects of the estate planning, including the following:

  • Prepare wills and revocable, irrevocable, and testamentary trust agreements
  • Prepare comprehensive estate plans, which includes ancillary aspects such as 401Ks, life insurance and business interests
  • Coordinate the estate plan with that of the business succession plan to ensure the business can continue to operate as part of the succession
  • Update old wills to include new information or changes to life circumstances
  • Create power of attorney and health care directives
  • Advise on estate tax, gift tax, and generation-skipping tax issues

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