tax


Our tax practice has deep expertise in virtually all U.S. tax issues. In addition, our tax team has particular expertise in cross-border matters (both in-bound and out-bound). Our tax team is particularly skilled in real estate matters, which fits nicely with our real estate pure play.


Practice Group Leader: Stephen B. Land


Overview

D&S is proud to have a world-class tax group headed by Stephen Land, who is one of the most pre-eminent tax lawyers in the United States.  Mr. Land’s accolades include the following:

  • Mr. Land is a graduate of no less than “three” different Harvard institutions, including, Harvard College, Harvard Law School and Harvard Business School.  Incidentally, Mr. Land was in the top 5% of his class at each institution.
  • Mr. Land is an alumnus of Sullivan & Cromwell’s tax group, where he started his career.
  • Mr. Land is the former head of the U.S. tax practice of the well-known Linklaters law firm.  Mr. Land launched, headed and grew the Linklaters tax practice and handled billions of dollars in headline cross-border deals of all kinds.
  • Mr. Land speaks regularly on tax topics at conferences in the U.S. and elsewhere and has been published in The Tax Lawyer and Tax Law Review, among others.
  • Mr. Land has been recognized by Chambers and Legal 500 as one of the top international tax lawyers in the United States.  
  • Finally, Mr. Land is the Chair of the Tax Section of the New York Bar Association – which is about the most prestigious appointment a tax lawyer can have anywhere.

The other partner in the Tax Practice Group is Jessica Millett, who specializes in cross-border transactions.  Mrs. Millett worked with Mr. Land at Linklaters, and she has expertise in both inbound and outbound structuring.  Mrs. Millett has extensive experience in FIRPTA structuring for non-US clients, and she is Chair of the Subcommittee for Foreign Investors of the ABA Tax Section Real Estate Committee.  Mrs. Millett regularly works with the Firm’s Real Estate Group on cross-border real estate deals.

In addition to Mr. Land and Mrs. Millett, the Firm’s Tax Practice Group has a third tax attorney, Geoff Ward, who also joined the Firm from Linklaters. 

Among other things, our tax attorneys have handled exceptionally complicated real estate joint ventures, REIT structuring, real estate fund formation, inbound and outbound investment transactions, mergers and acquisitions, restructurings, financial instruments, investment funds, executive compensation and employee benefits, and tax controversy work. 

Unlike the tax groups of many other firms, which may understand their role as saying “no” to aggressive tax positions, our tax lawyers conceive of their mission as a mandate to avoid the easy way out (of just saying “no”). Instead, they think around problems while both (i) being appropriately conservative and (ii) finding a solution that works. Our tax lawyers are easy to speak to and can translate difficult and complex problems into understandable descriptions that are easy for non-tax minds to work with. 

In addition, although difficult to put into words on a web-site, the Firm’s tax lawyers pride themselves on being easy to understand, so that they can be user-friendly to both clients of the Firm and non-tax-lawyers at the Firm.

In keeping with the Firm’s Real Estate Pure Play, the Tax Group has expertise in both real estate and non-real estate matters and in all areas the Tax Group has extensive cross-border expertise.

Real Estate Matters

The Firm’s Tax Group routinely advises our real estate clients on the following:

  • Formation of tax-efficient structures
  • Negotiating fund-operator joint ventures
  • New York State and City Transfer Taxes
  • Foreign investment in US real estate (including avoiding FIRPTA for foreign investors)
  • Structures for investment in non-US real estate and debt
  • Real estate fund formation
  • Fund manager compensation
  • Complex equity participations and debt restructurings
  • Avoiding Cancellation of Indebtedness Income
  • Arranging tax-free like-kind exchanges
  • Tax-exempt investors (including UBTI and Fractions Rule compliance)
  • Managing REIT compliance
  • ERISA investors (including VCOCs and REOCs)

Beyond Real Estate

Outside the real estate context, the Firm’s Tax Group advises in the following areas:

Mergers & Acquisitions

  • Designing the deal, whether it is a headline merger of international public companies or a non-public strategic acquisition or buy-out
  • Issuing opinions or obtaining IRS rulings on tax-free spinoffs and acquisitions
  • Maximizing the tax benefit of financing costs 

Restructurings

  • Avoiding cancellation of debt income
  • Preserving loss carryforwards and other tax benefits
  • Managing accruals on distressed debt

Financial Instruments

  • Analyzing debt and equity derivatives, including structured notes
  • Designing securitization arrangements, rights offerings, bank capital, as well as conventional debt and equity 
  • Advising on rights offerings and bank capital
  • Ensuring compliance with bearer bond restrictions

Investment Funds

  • Structuring for foreign and tax-exempt investors
  • Negotiating side letters with investors
  • Designing carried interests
  • Avoiding regulation under ERISA

Executive Compensation and Employee Benefits

  • Negotiating employment and severance arrangements
  • Structuring deferred compensation to avoid Section 409A
  • Designing equity-based plans
  • Arranging remuneration for mobile executives

Tax Controversies

  • Representing clients against the IRS and New York tax authorities
  • Resolving disputes before they escalate
  • Achieving highly favorable outcomes with vigorous advocacy
Cross Border

Given the globalization of commercial real estate, an in-depth familiarity in international tax issues is essential.  Cross-border transactions (inbound or outbound) invariably have critical tax issues.  Our tax attorneys have deep expertise in these issues and works closely with attorneys in our Real Estate Practice Group in these matters. Our tax lawyers also regularly advise our non-U.S. clients on a myriad of issues relating to investments in the U.S., including the following:

  • Securing treaty benefits
  • Avoiding being engaged in a “trade or business” in the U.S.
  • Minimizing withholding tax burdens
  • Navigating anti-deferral regimes such as the PFIC and CFC rules
  • Integrating U.S. and foreign tax planning to minimize overall tax burdens
  • Dealing with FATCA and other foreign accounts reporting
  • Preserving exemptions for foreign pension and sovereign wealth funds
  • Negotiating fund-operator joint ventures
  • Arranging tax-free like kind exchanges
  • Avoiding cancellation of debt income
  • Minimizing transfer taxes
  • Managing REIT compliance
  • Avoiding FIRPTA for foreign investors
  • Structuring complex transactions

   Click on the picture to view further information on our Tax Practice Group

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