Tax Leaders for Key Transactions
Companies must carefully consider the tax implications of complex transactions to implement their business strategies successfully. Increased consolidation, an aggressive competitive environment, and increased financial reporting obligations have put additional pressure on the tax issues and clients' tax directors. Cross-border transactions and expanding global footprints have added further levels of tax issues, making integrated tax planning more important than ever.
Miller & Chevalier's transactional lawyers regularly handle all of the U.S. federal tax aspects of complex, multi-billion dollar, multinational transactions. We routinely guide teams of legal and business professionals to structure deals efficiently and at the pace our clients require. Our unique mix of specialized tax capabilities, extensive transactional experience, and industry knowledge have made us a trusted firm of choice for domestic and foreign clients with complex business deals. Throughout the process, we look for opportunities to improve the tax consequences of the transaction.
Miller & Chevalier's reputation for successfully tackling the toughest tax issues has garnered us a client base that includes U.S. and foreign based multi-nationals, as well as many large partnerships, LLCs, and privately-held companies. Our clients are sophisticated and discerning business entities whose experienced tax directors know the value of working with a proven leader in business tax planning on their most important transactions.
Adding Value to Client Relationships
Miller & Chevalier's lawyers bring substantial experience in private practice, in government service, and as in-house counsel, anchoring our standing as a "go-to" firm for tax matters.
Many of our lawyers have held senior government positions, ranging from positions in the Internal Revenue Service (including as IRS Commissioner), Congress, the U.S. Department of the Treasury, and the White House. While in government, our lawyers were responsible for drafting regulations, statutes, rulings, and other administrative pronouncements, underscoring their unique experience. Because our practices feature this valuable senior government experience, as well as recognized capabilities resolving tax controversies, we are able to successfully structure appropriate tax solutions and to evaluate proposals for tax efficiency. Additionally, for those issues that require certainty, our experience enables us to quickly secure private letter rulings for our clients.
Our creativity and "inside the beltway" knowledge are grounded in a genuine empathy for our clients' concerns, stemming, in part, from the experience of those of us who have served in-house. Regardless of the tax issue at hand, we never lose sight of our clients' business objectives and financial parameters. We develop an in-depth knowledge of these goals and objectives by investing our time upfront and by working closely with our clients on all manner of tax issues -- restructurings, counseling, and deals. Clients appreciate our ability to work easily and collaboratively within their internal structures, and to integrate seamlessly with their team of internal and external specialists.
Tax Planning for Corporations, Partnerships, and Joint Ventures
Miller & Chevalier's transactional tax lawyers serve as U.S. tax counsel to major multinational companies in key public and private deals. We routinely assist clients with the U.S. federal tax aspects of corporate transactions, including U.S. and international mergers and acquisitions, dispositions, and spin-offs. We handle transactional financings, leveraged buy-outs, and initial public offerings, as well as private placements of equity and debt issues. We also deal with liquidations and international and cross-border investment vehicles.
We assist our clients in partnership and S corporation tax planning, including partnership allocations, disguised sales, master limited partnerships and Tax Equity and Fiscal Responsibility Act (TEFRA) partnerships, and issues related to investment funds and real estate partnerships. We have structured a wide variety of domestic and multinational joint ventures for clients across the world.
We regularly serve as tax counsel in transactions that entail novel tax issues or are especially tax-sensitive. We negotiate and draft the tax aspects of merger and acquisition agreements, partnership agreements, joint venture agreements, and related agreements.
Miller & Chevalier offers one of the U.S.'s premier tax accounting practices. Our lawyers address issues involving inventory accounting methods; the domestic production deduction of Section 199; capitalization; the deferral of advance payments; installment obligations; depreciation and amortization; accounting for environmental costs; income and expense accruals; and the economic performance rules. We work with clients to review existing accounting methods and, where necessary, seek IRS consent to change to a more favorable method. Where a client is best served by changes to existing or proposed tax accounting rules, we have a long track record of successfully working with the IRS, Department of the Treasury, and Congress to consider beneficial changes to the law.
Our clients also benefit from the experience of our employee benefits lawyers, who are nationally-recognized for guiding companies through complex, high-stakes projects that involve the array of employee benefits issues, including executive compensation and cross-border compensation.
Multinational companies need skilled tax advisors who are equally familiar with the challenges of global transactions and operations. Miller & Chevalier understands these issues and advises domestic and foreign corporations in the tax implications of their cross-border business dealings, including acquisitions and dispositions. We regularly advise on restructuring worldwide operations to minimize U.S and foreign tax. We advise in the use of partnerships, S corporations and limited liability companies to preclude multiple levels of tax or to supply new capital for an existing enterprise.
Our clients involve us in a wide array of international transactions, including joint ventures, financing transactions, licensing and technology transfer agreements, establishing overseas operations, and purchase and sale contracts and leases. We routinely address issues such as foreign tax credits, intercompany pricing, foreign captive insurance companies, foreign currencies, income tax treaties, income sourcing, dual consolidated losses, Subpart F issues, and U.S. withholding.
We work with our wide network of trusted local tax counsel to assist clients in structuring foreign transactions and operations. Clients welcome our lawyers' considerable experience coordinating the work of multiple parties -- law firms, accounting firms, and other business organizations, both domestic and foreign -- involved in the multifaceted arrangements of complex transactions.
Multinational businesses often explore new financing and investment techniques in their efforts to minimize their worldwide effective tax rate and raise money in the capital markets. The fast growth of this area continues to generate intense scrutiny from the IRS and Congress. Miller & Chevalier's experience in the strategic design and technical analysis of these instruments is well matched by our substantial background in analyzing and positioning them for potential scrutiny before the IRS or the courts. Our lawyers regularly structure complex transactions, including innovative techniques such as cross-border arbitrage and hedging, and counsel clients on the tax implications of the array of established and emerging financial instruments.