General Business TaxationMr. Cope offers business tax advice on a wide range of fundamental business tax issues including:
Formation of a New Business Entity
Choice of entity (C corporation, S corporation, LLC, LLP); Tax-free and partially tax-free transactions; triggering losses on contributed assets, Choice of jurisdiction (which state and when to consider a non-US company); Consequences of post formation transactions; Positioning for an IPO. Positioning to avoid subpart F income.
Optimizing the Capital Structure
Considerations for optimizing debt (convertible debt, long-term debt, hybrid instruments, debt versus equity factors, recent activity by the government); Classes of equity (preferred v. common, types of preferred); Benchmarking.
Choice of taxable year; Change in a method of accounting; Timing questions (when to deduct an expense, when to realize income, installment sales); Tax accounting and foreign business entities.
Current deduction v. capitalization and amortization; When deductions may be deferred; Limitations on deductions (interest, bad debts, losses related party transactions) Special classes of assets (e.g., software, section 197 intangibles); Owning v. leasing.
Taxable and Tax-Free Distributions
Dividends (leveraged dividends, nimble dividends, dividends prior to stock sales, deemed dividends and transactions with shareholders); Redemptions (exchange v dividend treatment, basis consequences), E&P calculations, Distributions from foreign corporations; Distributions of PTI; Qualifying for the section 1(h)(11) benefit.
Restructuring a Corporate Group
Taxable versus tax-free transactions; Tax-free reorganizations (types and purpose, effect on tax attributes, recasts), Transactions to remove cash; Transactions to increase leverage; Section 304 transactions, North-south transactions. See also: U.S. Outbound Taxation
Choice of entity (corporate joint ventures v. partnerships); Foreign joint ventures (control issues, deferral planning, foreign tax credit planning); Exit strategies; Transactions with the joint venture. See also Transfer Pricing Planning and Contoversies.
Terminating a Business
Corporate liquidations (complete v. partial, liquidation-reincorporation risk, basis issues); Recognizing a stock loss (Granite Trust planning), Recognizing a loss on an asset sale; Terminating a foreign branch; Recapture rules (DCLs, OFLs).
Buying or Selling a Business
Asset sales compared to stock sales; Installment sales and sales for contingent consideration; Tax-free transactions; Section 338 elections, Avoiding the corporate inversion rules; Limitations on tax attributes; Tax sharing agreements; Recognizing offsetting gains or losses (sale leasebacks, capital asset transactions).