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Taxation Law

At the McLane Law Firm, we understand that taxes directly affect the bottom line of every business. Our Tax Department, the largest in the state of New Hampshire, has a wide-range of experience in assisting clients ranging from individuals to small closely-held businesses to large multinational conglomerates on business and tax planning matters. The McLane Law Firm's Tax Department attorneys have represented shareholders, corporations, buyers, sellers and individuals in connection with a variety of tax-related transactions and issues. It is this extensive experience that allows us to provide our clients with creative and individually tailored solutions in order to achieve their objectives.

Business Tax Planning

  • Choice of Entity: Selection of proprietorship, partnership, S corporation, C corporation, limited liability company, limited partnership, limited liability partnership, trust or other business entity best suited to the client's needs.
  • Mergers & Acquisitions: Assisting businesses to expand through mergers or acquisitions by providing a broad knowledge of the tax impact of the transaction, allocation of basis among the assets to be acquired, consideration to be given to covenants not to compete or consulting agreements, and determination of what form the new or surviving entity will exist.
  • Spin-offs, Liquidations & Restructuring: Avoiding tax to corporation and shareholders; preserving net operating losses.
  • Sale or Divisions: Determining whether the transaction can be accomplished on a tax-free basis and, if not, whether assets or stock should be sold.
  • Termination of Business: The main goal should be to pay as little tax as possible and to provide an appropriate legal entity to receive the assets of the business upon termination or liquidation.
  • Securities Offerings - Public & Private: Assisting clients with interstate and intrastate securities offerings and the tax impact of the change of status of the securities' registration.
  • Financing Transactions: Structuring borrowings, venture capital and other private placements and public offerings as well as review of bank and Small Business Administration loan documentation from a taxation perspective.
  • Stock Options and Executive Compensation: Assist employers to implement and administer incentive, non-qualified stock option and other equity or equity-flavored compensation plans, assist with worker classification determinations and advise on other employment tax issues.
  • Real Estate Transactions: Structuring like-kind exchanges, sale/leasebacks, real estate investment trusts and conservation property easements and related real property transactions.
  • "Incorporation and Tax Exemption for New Hampshire Arts and Other Organizations: An Introductory Guide" compiled and edited for the New Hampshire Business Committee for the Arts

Pension & Profit Sharing/ERISA matters

  • Pension, Defined Benefit, Profit Sharing Plans: We provide a full range of employee benefit services to assist the client in choosing the right kind of plan and compiling with the qualification requirements of the law as they move to implement and maintain a tax-qualified retirement plan.
  • ESOPs: Analysis and documentation of all aspects of ESOP transactions from the corporation's, the fiduciary's or seller's perspective, including the establishment of the ESOP plan document, to the structure and documentation of leveraged ESOP transactions, to assisting selling shareholders with the tax deferred rollover of sale proceeds.
  • Executive Compensation: Structuring of executive compensation to assist with attraction or retention of key employees in today's employee-driven job market.
  • Pension/IRA Distribution Planning: Assist individuals with their tax planning needs to maximize their retirement benefits.
  • Termination of a Plan: Whenever the ERISA regulations become too burdensome for a client, or the retirement plan is no longer cost-justified, or it becomes necessary to terminate the business, we are prepared to guide the client through the liquidation or termination of their plan.
  • Voluntary Correction Programs Submission: Older plans may not have been updated and brought into compliance with current IRS and ERISA requirements. We have substantial experience in assisting clients to bring their plans back into compliance and submit them through the appropriate IRS program to regain their approved status.
  • ERISA/QDRO: Ensure your plan is in compliance with ERISA requirements or take the steps necessary to bring it into compliance. A QDRO must meet both ERISA and Court requirements - ensure your plan is protected from future claims by utilizing an appropriate document.
  • COBRA Issues: Address the tax issues involved in continuing employee's benefits after separation and structuring severance and retirement packages to provide maximum advantage to both employer and employee.

Estate Tax Planning

  • Planning for Liquidity & Business Succession: Use of family limited liability companies, buy/sell agreements, split dollar agreements and other strategy necessary to protect family business assets and interests, including the use of insurance.
  • Individual Tax Planning: Strategies involved in minimizing federal and state individual and estate income tax as well as residence issues, and structuring compensation and insurance.
  • Individual, Fiduciary & Gift Federal and State Tax Return Preparation: Preparation of various income tax returns focusing on complex legal/tax issues like the exercise of stock options, etc.
  • Medicaid Planning: Strategies and planning to protect and preserve assets with an eye toward the possibility of catastrophic medical needs requiring nursing home care.
  • Estate Planning: Alternative methods of achieving personal goals while minimizing the impact of transfer taxes, probate and administrative costs.
  • Estate & Trust Administration: Assisting fiduciaries with the administration and distribution of estate and/or trust assets including the preparation of IRS Tax Returns - Forms 706 and 1041.
  • Employment Law - Executive Compensation, Stock Options: Representing the employee's side of incentive, non-qualified stock option and other equity compensation plans, worker classification and other employment tax issues.

Federal Tax Audits & Controversies

  • Federal Tax Audits & Criminal Investigations: Representing individuals toward the best possible resolution of their matters with the Internal Revenue Service, New Hampshire Department of Revenue Administration or other taxing authorities at the audit or appeal stages or in court, as quickly as possible.
  • Tax Litigation: We have successfully pursued a variety of tax matters before the U.S. Tax Court, New Hampshire Department of Revenue Administration and Superior Courts on behalf of our clients.
  • IRS Collections: We have represented numerous individuals to very successful resolutions of their tax problems through the use of Offers in Compromise and Installment Agreements.

Tax Exempt Entities

  • Formation: Organization and filing of the documentation necessary to establish the tax-exempt entity.
  • IRS Exemption Submissions: Preparation and filing of documentation necessary to obtain tax-exempt status from the Internal Revenue Service.
  • Planning to Avoid Problems: Avoiding or minimizing the effects of private foundation status, minimizing unrelated business income tax and assisting with internal audits.
  • Audits: Advocacy at both the state and federal level when authorities raise questions as to tax-exempt status, assert unrelated business income or seek to impose private foundation penalties.
  • Charitable Giving: Assisting with structuring a program of charitable giving ensuring the organization retains its charitable status and provides its donors with appropriate deductions/documentation.

State & Local Taxation

  • State & Local Tax Audits: We have extensive experience in representing clients before the various tax agencies and have been successful in reducing and/or minimizing tax, penalties and interest assessed.
  • Tax Litigation: We have successfully pursued a variety of tax matters before the U.S. Tax Court, New Hampshire Department of Revenue Administration and Superior Courts on behalf of our clients.
  • Reasonable Compensation: We have successfully represented a variety of small business owners under audit by the State of New Hampshire for "reasonable compensation" issues.
  • Rulemaking: Advocacy on behalf of clients before the State Legislature through lobbying activities as well as direct involvement in "working groups" reviewing and streamlining the practices and procedures of various State agencies.
  • Real Estate Tax Appeals: Representation of clients before the Superior Court or Board of Tax & Land Appeals and beyond.

For further information, contact one of our Taxation Attorneys at (603) 625-6464.

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