Domestic and foreign clients retain Steptoe to represent their interests in all aspects of domestic tax and business planning. We represent numerous types of entities, including publicly traded corporations, closely held corporations, S corporations, partnerships, limited liability companies, and tax-exempt entities. We also assist high-net-worth individuals and family offices in resolving the complex and interconnected issues affecting their personal and business activities.
Steptoe provides advice with respect to all issues that arise during the life-cycle of business and investment ventures. Our lawyers craft structures and operating agreements to fit the specific needs of diverse participants, such as corporate or investment fund owners, cross-border investors, tax-exempt organizations, and high-net-worth individuals. We also regularly assist our clients with planning and negotiating taxable and tax-free acquisitions, restructurings, dispositions, LBOs, spin-offs, and joint venture arrangements, including both domestic and cross-border transactions. Finally, we assist clients in structuring and executing exit strategies, such as liquidations, IPOs, or Up-C structures.
We advise clients on a number of specialized transactional tax issues, including the use of pass-through entities in the context of corporate restructurings in order to provide new capital to an ongoing venture or to avoid undesirable consolidations or multiple levels of tax; the use of entities disregarded for tax purposes to minimize cross-border taxation, isolate liabilities, and plan for the effects of the transfer of wealth across generations; consolidated return issues arising from dispositions, acquisitions, and internal restructurings; and restructuring financially troubled businesses. In connection with contemplated and completed transactions, we often obtain private letter rulings from the IRS and issue opinion letters.
Our clients span all industries, including finance and investment, manufacturing, insurance, energy, consumer products, luxury goods, telecommunications and high-technology, media and entertainment, as well as tax-exempt organizations including charities, trade associations, and pension plans.
Noteworthy
- Chambers USA, Tax: Corporate & Finance, Nationwide (2009-2024)
- Chambers USA, Tax, DC (2006-2024)
- Legal 500 US, Tax: International (2011-2024)
- Legal 500 US, Tax: US Taxes: Non-Contentious (2009-2024)
Steptoe provides advice with respect to all issues that arise during the life-cycle of business and investment ventures in partnership, LLC, and S corporation form. Our lawyers craft operating agreements to fit the specific needs of diverse participants, such as cross-border investors, tax-exempt organizations, and high-net-worth individuals.
We advise clients on the use of partnerships, LLCs, and S corporations in the context of corporate restructurings in order to provide new capital to an ongoing venture or to avoid undesirable consolidations or multiple levels of tax. In addition, we regularly advise clients on the use of entities disregarded for tax purposes to minimize cross-border taxation, isolate liabilities, and plan for the effects of the transfer of wealth across generations.
Pass-through matters often span several fields of tax law, and accordingly, our clients’ pass-through matters often draw upon the acumen of our experienced team of corporate and international tax lawyers. The breadth of our tax practice provides the firm with the ability to address a diverse array of pass-through issues in an efficient and effective manner.
Representative Matters
- Represented a US-based special purpose acquisition company (SPAC) on its initial public offering and acquisition of a target corporation through a de-SPAC transaction, including preparing all public securities filings and transaction documents.
- Advised a family owned S corporation on the separation of its farming and real estate businesses. Although it was initially structured as a split-off transaction, the company ultimately engaged in multiple redemption transactions.
- Assisted a high-net-worth individual in restructuring his real estate investment in preparation for developing the property.
- Represented a fertilizer manufacturing company in one of the first section 45Q tax equity partnership flip transactions. Assisted in determining qualification for credits, structuring a complex multiparty tax equity partnership, market opportunity to tax equity providers, drafted and negotiated tax equity documents and associated agreements, and recruited consultants for transaction and other matters.
- Represented multiple clients in buying or selling their energy tax credits, including performing due diligence and negotiating and drafting the transaction documents.
- Advised financial service firm regarding structuring a purchase of assets out of receivership and sale of those assets to a potential buyer.
- Advised on the conversion of the parent of a large, closely held consolidated group to S corporation status and on the application of various consolidated return and corporate tax rules.
- Assisted a large, closely held consolidated group in restructuring debt of affiliated partnerships.
- Advised a nationwide retailer on the disposition of its toy division in a taxable transaction.
- Advised a closely held investment company in connection with the recapitalization of subsidiaries.
- Evaluated prior tax positions and possible internal restructuring for a foreign luxury goods manufacturer, distributor, and retailer.
- Advised an insurance company regarding the distribution of cash in connection with the disposition of a subsidiary.
- Drafted partnership agreements for various types of businesses, including investment advisory, real estate, electric utility, defense contracting, and entertainment businesses.
- Represented a large, closely held investment company with respect to several S corporation issues, including conversion from C corporation status to S corporation status and the application of certain corporate-level taxes after the conversion.
- Represented a large multinational media company in connection with the restructuring of one of its business units abroad, which included issues related to the sharing of partnership liabilities and allocations of tax items under section 704(b) and section 704(c).
- Advised a large multinational natural resources company in connection with a partnership redemption transaction coupled with a subsequent tax-free reorganization, which included issues related to the "hot asset" rules for partnership distributions and disguised sales of property.
- Advised a large multinational scientific equipment and services provider in connection with a proposed disposition of a business unit and the departure of an investor in another business unit, which included several "mixing-bowl" issues and section 731(c) marketable securities issues.
- Advised a high-net-worth individual with respect to the use of certain trusts as shareholders of an S corporation.
- Developed an advantageous structure for a foreign pension fund’s sponsorship and capitalization of US real estate-related investment funds.
- Represented a large, closely held foreign investment fund with respect to complex restructuring of US partnership investments.
- Represented a high-net-worth family on all aspects of its substantial foreign business and investment holdings.
- Advised large multinational manufacturer on federal income tax considerations of various restructurings, including an inbound joint venture, master limited partnership “going private” transaction, and structure simplification.
News & Publications
Media Mentions
Bloomberg Law Quotes Lauren Azebu in Article on Top Tax Cases to Watch in 2025
January 31, 2025
Client Alerts
Controversial Disregarded Payment Loss Rules Finalized, With Some Relief
January 13, 2025
Press Releases
The Washingtonian Recognizes Four Steptoe Attorneys on List of Washington, DC's Top Lawyers
January 9, 2025
Focus on Tax Controversy Newsletter
IRS Unveils Plan to Attack Partnership Basis Shifting Transactions
July 15, 2024
By: Aaron P. Nocjar
Media Mentions
Mashable Quotes Lisa Zarlenga on Reporting Crypto Transactions in Tax Filings
May 6, 2024
Media Mentions
March 21, 2024
Press Releases
Steptoe Advises PROOF Acquisition Corp I in Closing of Business Combination with Volato
December 1, 2023
Publications
Foreign Tax Credit Considerations After Notice 2023-55
Bloomberg Tax Management International Journal
September 21, 2023
Events
Webinars
Business Tax Proposals in President's FY22 Budget
June 4, 2021
Speakers: Amanda Pedvin Varma, Lisa M. Zarlenga