Overview of Taxation and Organizational Planning Practice

Pedersen & Houpt's Taxation and Organizational Planning Practice provides tax and transaction planning for our corporate clients.  The attorneys in this practice area are either certified public accounts or have advanced law degrees in taxation and bring a high level of experience to address tax issues involved in a variety of corporate transactional matters.

Pedersen & Houpt regularly advises clients on the tax issues associated with the formation of new businesses.  Our tax attorneys possess significant experience in the use of limited liability companies and other flow-through entities, such as limited partnerships, limited liability partnerships and S corporations, to facilitate business transactions.  Our attorneys have also worked with a number of the firm's corporate clients to implement tax savings programs to revitalize and recapitalize their business operations.

Pedersen & Houpt has substantial experience addressing complex tax issues relating to the structuring of commercial transactions.  Our tax attorneys regularly assist the firm's corporate attorneys in connection with the selection and development of the appropriate structure for the acquisition of existing businesses, including, asset and stock purchase transactions, tax-free mergers and reorganizations as well as other types of creative transaction structures.  Our tax attorneys also assist clients to resolve other federal and state tax issues that arise as a result of the purchase or sale of all or part of an existing business.  In addition to addressing tax issues relating to mergers, acquisitions or divestitures, our tax attorneys also advise clients on the tax issues associated with the private placements of equity and debt investments.

The following are some specific examples of our Taxation and Organizational Planning experience:

• Pedersen & Houpt represented the owner of a diversified manufacturing company to restructure the existing corporate structure of his business to transfer his non-operating real estate and equity investments to separate limited liability companies.
  
  
• Pedersen & Houpt represented a national personal apparel company to implement a new corporate structure to separate its manufacturing operations from its "bricks and mortar" and on-line retail lines of businesses.
  
  
• Pedersen & Houpt represented a wire forming manufacturing company in establishing a new holding company structure to engage in a series of strategic acquisitions of the assets of existing businesses which elected to become "qualified subchapter S subsidiaries" of the S corporation parent company after the consummation of the transactions.
  
  
• Pedersen & Houpt represented three separate investors in a national wireless networking services provider in connection with the acquisition of the company and developed a complex transaction structure in order to permit these investors to receive capital gain treatment upon the consummation of the sale transaction.
  
  
• Pedersen & Houpt represented the owners of two subchapter S corporations in connection with the merger of the existing companies with a newly formed holding company and provided advice on how to preserve and distribute the owners' Accumulated Adjustment Account (AAA) balances properly.
  
  
• Pedersen & Houpt represented a Chicago-based private equity fund in structuring a tax-free merger between a subsidiary of a newly formed holding company and a Florida-based private-label personal care products manufacturing company to facilitate the acquisition of the existing business, but to permit one of the former owners to become an investor in the new holding company after the transaction.
  
  
• Pedersen & Houpt represented a Chicago-based private equity fund in connection with the formation of a new investment partnership and advised the fund managers regarding the unrelated business income tax (UBIT) rules applicable to potential qualified plan or IRA investors.
  
  
• Pedersen & Houpt was hired as special tax counsel to the owner of an international freight forwarding company to analyze whether the company's owner would be eligible to sell personal goodwill to the third-party purchaser at the same time that such third-party purchaser purchased all or substantially all of the company's assets.
  
  
• Pedersen & Houpt represented a fund formed to raise $150 million for the acquisition of office property in addressing various tax issues for the fund's tax-exempt investors and foreign investors and in connection with the conversion of the fund to a real estate investment trust (REIT).