Taxation

The firm's tax attorneys provide clients counseling in the full range of federal, state and local tax matters. We assist clients with corporate, partnership and individual tax, real estate transactions, mergers and acquisitions, leveraged buyouts, leveraged leases, exempt organizations, employee benefits, trusts and estates, estate planning, and tax controversy work. Clients in this area range in size from individuals and the small, emerging business to the large, established multi-state corporate group.

The firm's tax controversy work includes representing clients in tax proceedings before state and local agencies, in federal and state courts, and before the Internal Revenue Service. We assist clients in a number of areas.

Corporate and Partnership Tax

Our firm has substantial experience in structuring and documenting corporate acquisitions involving both publicly held and private companies. Our lawyers advise clients of the tax and legal consequences of proposed business transactions. We structure, negotiate and provide tax analysis and guidance in connection with various joint venture transactions, and provide tax analysis and planning in connection with partnership debt restructurings and workouts.

Executive Compensation/Employee Benefits

We have extensive practice in the executive compensation/employee benefits area including advice regarding qualified retirement plans, deferred compensation agreements for executives, employee stock options (also called phantom stock arrangements), and insurance-related compensation, including split-dollar arrangements. Our firm is also active in advising employers on employee welfare plans. Finally, we provide advice with respect to fiduciary responsibility issues in the employee benefits area and is equipped to handle all proceedings before the Internal Revenue Service, and the Department of Labor.

Employment Taxes

Our tax attorneys assist clients in dealing with employment tax matters, both federal and state. A considerable portion of a business' tax responsibility arises from the various employment taxes imposed on the employer: Federal Income Tax Withholding, Social Security tax, and Federal and State Unemployment taxes. We advise our clients on questions of classification and status of workers, whether they are independent contractors or employees. We have performed audits and reviews of our clients' employment tax practices to determine whether they are in full compliance with the various employment tax, withholding, payment and return filing requirements. We also represent our business clients in disputes with the Internal Revenue Service as well as state agencies over employment tax compliance, and, in particular, on the issue of whether workers are independent contractors or employees.

Individual Income Tax Planning

Our attorneys assist in individual income tax planning and analysis for client company executives and other high net worth individuals.

Tax Controversy Work

Our tax attorneys represent clients in tax controversy and litigation matters, both at the federal and state levels. At the federal level, we assist and represent our clients when they have been audited by the Internal Revenue Service and handle the administrative appeal to the Appeals office and thereafter to the U.S. Tax Court or, in a refund action, to Federal District Court or the U.S. Claims Court. This controversy work includes federal individual income, corporate income, employment and payroll taxes, excise taxes, "responsible officer" penalties, and estate, gift, and generation skipping transfer taxes. We have experience in the preparation and submission to the national office of the Internal Revenue Service both private letter rulings and technical advice requests.

We also represent clients in criminal tax matters, including voluntary disclosure submissions to the Internal Revenue Service for persons seeking to avoid criminal penalties for undeclared foreign bank accounts.

At the state and local level, we represent clients in disputes with the Arizona Department of Revenue concerning income taxes and transaction privilege taxes (sales tax), clients in disputes with municipal tax authorities concerning transaction privilege taxes (including the speculative builder tax), and clients in disputes with county assessors concerning ad valorem property taxes. We represent clients during audit, administrative appeals, Arizona Tax Court litigation, and appeals to the Arizona Court of Appeals and Arizona Supreme Court.

Tax-Exempt Financing

The firm represents users and issuers in tax-exempt financing transactions. We have represented industrial development and pollution control authorities as issuer's counsel, and have represented numerous hospitals, nursing homes, multifamily housing developers and industrial and service firms as user's counsel. The firm is a nationally recognized bond counsel and also serves as underwriter's counsel in connection with the public sale of tax-exempt securities.

Tax-Exempt Organizations

The firm has extensive experience in representing tax-exempt organizations, including hospitals, private foundations and public charities. Our lawyers regularly provide legal services to such entities on tax law, federal and state regulation and other matters which affect these organizations. We have successfully represented several non-profit organizations in obtaining tax-exemptions after the tax authorities had denied the exemption request.

Trusts and Estates

Our trusts and estates attorneys provide advice in all phases of estate planning, including the preparation of wills, living trusts and irrevocable trusts. We counsel clients on estate, gift and generation skipping transfer tax planning, including advice on lifetime wealth transfer through qualified personal residence trusts, grantor retained annuity trusts, family limited partnerships, planned giving, charitable remainder trusts, and other sophisticated tax planning techniques. We evaluate the proper uses of insurance in estate planning, review clients' assets to structure ownership so as to minimize estate and gift taxes, and work closely with our corporate attorneys in designing and implementing succession plans for closely held businesses. We counsel professional fiduciaries, such as corporate trustees, on their responsibilities and on trust interpretation issues. The firm also has a probate and probate-related litigation practice.

Related Services

Acquisition, Development & Divestiture

Related Industries

Agriculture, Mining & Natural Resources

Consumer Products & Services

Energy & Utilities

Financial Services

Health & Life Sciences

Indian Tribal Nations

Insurance

Professional Services

State and local tax projects include:

Representing a major long distance telephone service provider in a matter that involved a city's attempt to characterize the company's monthly service fees for long distance telephone service as taxable intrastate revenue. The Arizona Tax Court upheld the company's position that only the portion of the monthly service fees attributable to intrastate telephone service revenue would be subject to the city's sales tax.
Representing national retailers in a state use tax case involving the question of whether newspaper advertising supplements printed out-of-state and then circulated in Arizona newspapers were exempt from the use tax.
Representing a large, Arizona hospital group in a property tax matter involving the issue of whether construction work in progress was exempt from the property tax.
Advising real estate developers and those purchasing improved real property whether the sale of improved real property is subject to the speculative builder tax imposed by cities and towns.
Representing a large locally based developer in a constitutional challenge to the Arizona Department of Revenue's refusal to grant to the developer a refund of sales taxes previously paid, where the Department of Revenue had not, on audit, collected those same sales taxes from the developer's competitors. The Arizona Court of Appeals held that the equal protection clause required that the Department of Revenue give equal treatment to similarly situated taxpayers and ordered a refund of the taxes in question to the developer. This has evolved into a landmark Arizona tax case and has had far-reaching ramifications for all Arizona state and local taxing jurisdictions.
Acting as Arizona tax counsel to several national brokerage houses and financial services institutions in the formation of their tax exempt bond trusts.
Successfully representing a county in two cases involving a constitutional challenge to the method the county used to calculate its annual property tax "levy limit."
Representing a multistate truck rental company in an Arizona Supreme Court action involving the applicability of the motor carrier tax exemption to the City of Phoenix's sales tax on truck rentals.
Representing large copper mines in property tax litigation over the value of the producing mine.
Representing a manufacturer of office equipment involving the personal property taxation of its equipment on lease in the state; represented other businesses in appeals of their personal property valuations of the equipment and other personal property used in their businesses.
Advising and assisting clients wishing to locate new facilities in Arizona on various economic incentives and the benefits available here as well as on the tax ramifications of operating in-state.
Representing a major long distance telephone service provider in property tax appeals dealing with the valuation of the company's property located in Arizona, including the issue of whether it was constitutionally permissible to value and tax intangible assets of such a company.
Representing various multistate businesses in corporate income tax matters covering the unitary combination issue, including the combination of a finance subsidiary with the operating parent, allocation and apportionment issues and business-non-business income questions, and the deductibility of employee stock ownership plan contributions and domestic international sales corporation and foreign sales corporation commission expenses.
Handling Tax Court, Court of Appeals and Supreme Court review of sales tax cases involving the question of whether a purchase agency agreement is necessary for a contractor to secure the sales tax exemptions for otherwise exempt machinery and equipment installed by the contractor.
Handling a series of cases, including both sales and income taxes, involving the question of whether the Department of Revenue is barred from changing a prior position it took on a tax issue, and making that change retroactively effective.
Representing printing companies in sales and use tax audits, including the question of whether printing delivered out of state is subject to the Arizona sales tax.
Handling sales and income tax cases on the question of whether Arizona has sufficient nexus with an out-of-state business to impose its sales or income tax on sales made in-state by the out-of-state business.
Representing several non-profit organizations in obtaining property tax exemptions where the local county assessor had denied the exemption requests.
Obtaining private ruling requests to the Arizona Department of Revenue on sales, use and income tax issues.
Drafting various pieces of tax legislation for clients or industry groups.

Representative federal tax projects include:

Establishing a private foundation for a Fortune 100 corporation headquartered in Phoenix.
Advising the local chapter of a national foundation in establishing an endowment fund.
Obtaining a national office technical advice memo for an air charter business regarding the applicability of the air transportation excise tax to their various activities.
Obtaining letter rulings from the IRS for:
- A large, Arizona private foundation, for the approval of a major scholarship program at Arizona's colleges and universities.
- A large, Arizona hospital group, allowing for the formation of a hospital-physician owned health maintenance and provider organization.
- A retired executive who wanted to reform a trust without exposing the trust to generation skipping transfer taxation.
Handling estate tax planning matters for corporate executives, owners of closely held businesses and other highly sophisticated clients.
Submitting a voluntary disclosure to the criminal investigation division of the Internal Revenue Service on behalf of a client with an undeclared foreign bank account and obtaining a non-prosecution letter from the Internal Revenue Service.
Representing a client who was the target of a federal grand jury investigation for tax evasion due to the client’s participation in an offshore entity designed to take advantage of certain investment tax credits and obtaining a non-prosecution letter from the United States Attorney’s office.
Representing a client who was charged with willfully filing false income tax returns and obtaining a sentence of probation for the client even though the federal sentencing guidelines called for a sentence of imprisonment of 18-24 months.
Representing an estate in United States Tax Court concerning the date of death valuation of certain lawsuits for purposes of the estate tax.