Tax & Joint Venture

The Tax and Joint Venture Practice Group at Allen Matkins enjoys a national reputation for its sophisticated and innovative approaches to a wide variety of tax issues. The tax practice covers the full spectrum of taxation with a particular specialty in business organizations and pass-through entities such as partnerships, joint ventures and limited liability companies. The members of the Tax and Joint Venture Practice Group include attorneys with extensive practical experience and outstanding credentials with advanced law degrees specializing in taxation and CPA certificates. A number of the tax attorneys have also served as Attorney-Advisors to federal judges at the U.S. Tax Court.

Allen Matkins has historically pursued an interdisciplinary tax practice so that its tax attorneys are actively involved in not only the strategic tax planning aspects, but most other aspects of any given transaction. This includes not only handling all facets of structuring and documenting limited liability companies, partnerships, joint ventures and other business organizations, but also being integrally involved with the negotiation and preparation of transaction documents (such as purchase and sale agreements, financing documents, and asset management agreements). As a result, the members of the Tax and Joint Venture Practice Group work with a wide variety of sophisticated clients in handling complex business transactions and are uniquely positioned to provide balanced, knowledgeable and expert advice -- on matters ranging from structuring partnership and corporate transactions, to income tax planning, state tax analysis, tax controversy work, estate planning, devising employee benefit plans, and deferred compensation -- all within the context of the particular business activities and objectives of the client.

Business Organizations

The Tax and Joint Venture Practice Group has negotiated and documented countless general and limited partnerships, joint ventures, public and private syndications, and limited liability companies on behalf of developers, financial institutions, tax exempt and nonprofit organizations, and others. This representation includes commercial, industrial, retail, resort and residential joint ventures, entertainment companies and leading-edge dot-com, biomed and biotech companies. Members of the Tax and Joint Venture Practice Group have mastered the critical issues involved in forming, restructuring, transferring interests in, merging, converting and dissolving literally thousands of entities.

Corporate Tax

Our corporate tax practice includes general corporate transactions, mergers, acquisitions, reorganizations, and securities offerings, as well as S corporations. The firm has represented REITs and has been engaged to provide advice concerning a variety of transactions with REITs and UPREITs, including SEC tax disclosure.

Income Tax Planning

Our depth and experience in business organizations provide the basis for our tax planning representation. This includes tax deferral and recapture planning, debt workouts, redemption transactions, and analysis of the tax aspects of bankruptcy and insolvency. We have also worked closely with national accounting firms to implement a variety of sophisticated tax planning strategies. By virtue of our firm's reputation as a pre-eminent real estate firm, we have developed a particular expertise in tax-deferred planning for real property transfers including simultaneous, deferred and reverse like-kind real property exchanges and involuntary conversions.

State Tax

Our California state tax practice includes planning transactions so as to minimize state income and franchise tax property tax consequences, in addition to sales and use tax planning. The firm's tax attorneys have analyzed and rendered opinions on a variety of California unitary tax issues.

Tax Controversies

The Tax and Joint Venture Practice Group has represented clients in a variety of tax controversy matters including U.S. Tax Court litigation, IRS, Franchise Tax Board and State Board of Equalization audits and administrative appeals, federal and state private ruling requests and other tax controversy and tax compliance matters. The firm has successfully resolved numerous tax litigation matters.

International Tax

On the international level, the members of the Tax and Joint Venture Practice Group have structured foreign investments in U.S. real estate and commercial ventures, as well as U.S. investments abroad. These include cross-border transactions with entities to acquire real estate and conduct business throughout the United States, Mexico, Costa Rica, China, Japan and many other foreign jurisdictions.

Employee Benefits

The Tax and Joint Venture Practice Group has advised clients concerning the impact of mergers and acquisitions on employee benefit plans, as well as the day-to-day operations of the plans. We have extensive experience negotiating favorable correction methods for qualified retirement plan defects through an anonymous IRS program. The Tax Group has had outstanding success with respect to IRS and Department of Labor audits, ruling requests, and private party litigation. The firm also frequently counsels clients with respect to stock option plans, executive compensation, and health and welfare plan matters.

Estate Planning

Our firm offers a full range of estate planning services and advice regarding multi-generational transfers. We have years of experience in the use of revocable and irrevocable trusts, wills, insurance trusts, split-dollar insurance agreements, charitable lead and remainder trusts and family partnerships, in addition to private annuities and self-canceling promissory notes.