Tax & Business Planning
Scope of Representation
Encompassing a wide range of in-depth experience, Barack Ferrazzano's Tax & Business Planning Group represents clients in a multitude of tax-oriented practice areas, including domestic and international tax and business planning, estate, gift and generation-skipping taxation, and the successful resolution of federal tax controversies. Our tax attorneys are highly skilled in identifying creative tax solutions for complex problems arising in the areas of domestic planning, international tax matters, and federal tax controversy matters, whether for the benefit of publicly held or private corporate or real estate clients, wealthy and entrepreneurially-minded individuals, partnerships, limited liability companies and other business entities, or tax-exempt organizations.
The “Tax & Business Planning” moniker for our group – as opposed to merely “Tax” – is purposeful, designed to comport an amalgam of business attorneys imbued with substantively strong tax experience who realize that the optimal tax structures are those that do not reflect a world view where tax is an end in itself. We believe this nuance is critical, manifesting itself in the pertinent tax considerations and protections that we artfully weave into our documentation, as opposed to their being grafted on by tax experts who were called onto the scene without any indigenous involvement in the given business transaction as a whole.
Thanks to this approach, we are highly regarded by our clients and other professional firms alike for our unique blend of creativity, elegance, and legitimacy in the tax structures and supporting documentation that we craft. Those clients represent virtually all sectors of the United States and foreign economies, including manufacturing, distribution, financial services, securities and commodities, entertainment, transportation and other service industries, commercial real estate, and luxury goods.
Our tax and business planning attorneys assist clients in analyzing, structuring, and negotiating tax-efficient structures for complex business transactions. We have developed significant experience in all aspects of original business formation, operations, and numerous transactional areas, including mergers and acquisitions, tax-free reorganizations, divestitures, spin-offs, liquidations, stock and other asset sales and dispositions, leveraged buyouts, workouts, bankruptcy and other restructurings, real estate investment trust and umbrella-partnership-REIT (so-called "UPREIT") transactions, joint venture and partnership transactions, and issuances of debt and equity securities. Barack Ferrazzano's tax attorneys also have significant experience in obtaining private letter rulings and other technical guidance from the U.S. Internal Revenue Service with respect to specific transactions and, in appropriate circumstances, will issue formal tax opinions when procuring advance rulings is not feasible.
International Tax Matters
Barack Ferrazzano's tax attorneys also have significant experience advising clients on a variety of international tax matters and business activities, including both the taxation of foreign entities and individuals in the United States (inbound transactions), and the taxation in foreign jurisdictions of United States businesses and individuals (outbound transactions), all in a context creating a seamless interaction between the tax laws of the U.S. and those of the various foreign countries involved. The Firm's international tax practice encompasses a wide variety of transactions, including: overseas business structuring of start-up and existing operations and acquisitions that maximize the use of losses, create opportunities for deferral of United States tax on foreign earnings, and minimize tax on transfers outside the United States; international funding between countries and their characterizations as financings or equity; foreign reorganizations and divestitures; and joint venture arrangements involving both foreign and domestic entities. Our attorneys are often called upon to counsel clients on highly complex and specialized federal tax rules applicable to United States businesses operating internationally, including transfer pricing, income tax treaties, foreign tax credits, controlled foreign corporations, foreign personal holding company and passive investment company rules, and foreign sales corporations. Additionally, our attorneys have been responsible for the planning and implementation, with the assistance of experienced foreign counsel, of a variety of international tax structures designed to minimize the imposition of non-United States income and other taxes throughout the world.
Federal Tax Controversy Matters
Barack Ferrazzano's tax and business planning attorneys also have significant experience representing clients in connection with various tax controversies with the Internal Revenue Service. Our tax attorneys have a successful track record in advising publicly traded corporations, large and small private companies, and high net worth individuals on a wide variety of complex contested tax issues at every stage of the process, including IRS examination, IRS appeals and, where necessary, tax litigation.
- First Defiance Financial Corp. (Nasdaq: FDEF) and United Community Financial Corp. (Nasdaq: UCFC) Merger
Represented First Defiance Financial Corp. (“First Defiance”) (Nasdaq: FDEF) in connection with its definitive merger agreement in which United Community Financial Corp. (“United Community”) (Nasdaq: UCFC), will merge into First Defiance in a stock-for-stock transaction.
Represented Bankmanagers Corp. and its wholly owned subsidiary, Park Bank, in connection with its acquisition by First Midwest Bancorp, Inc. (“First Midwest”) (Nasdaq: FMBI).
Represented QCR Holdings, Inc. (Nasdaq: QCRH) in connection with the divestiture of its wholly-owned subsidiary, Rockford Bank and Trust Company, to Illinois Bank & Trust, a wholly-owned subsidiary of Heartland Financial USA, Inc. (Nasdaq: HTLF).
Served as counsel to PGB Holdings, Inc. and its wholly-owned subsidiary, Pacific Global Bank ("PGB"), in their acquisition by RBB Bancorp (Nasdaq: RBB) and its subsidiary, Royal Business Bank.
Representation of Level One Bancorp, Inc. (Nasdaq: LEVL) and its subsidiary Level One Bank (HQ: Michigan) in M&A, IPO, subordinated debt, and other transactions.
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- December 1, 2016
- August 2016
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- November 25, 2014
- May 2012
- April 3, 2020 – Speaker (Webinar)
- October 2019 – Speaker (Chicago, IL)
- October 23-25, 2016 – (Las Vegas, NV)
- September 22, 2016
- June 21, 2013
- September 10, 2020 – Barack Ferrazzano Client Alert
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- October 1, 2012
- July 2009