Strategic Business Tax Planning

The right entity structure is foundational to long-term tax efficiency. We help clients evaluate and implement structures that align with both business strategy and evolving tax requirements.

• Entity Selection, Conversion & Classification Elections: We help businesses choose the right entity type, navigate conversions, and make strategic tax elections to support growth, ensure compliance, and minimize unnecessary tax exposure. Whether it’s optimizing operating income or planning for an exit, we’re equipped to provide the right guidance. 


• Debt vs. Equity Funding Analysis: We advise on capital structuring decisions—including SAFE instruments, convertible notes, and traditional debt vs. equity—to support fundraising goals while managing tax implications.


• Cross-Border & Domestic Structuring: We design entity structures that align with both operational needs and evolving tax requirements—domestically and internationally.

By setting up the right structure from the start—or optimizing as you grow—we help businesses avoid downstream issues, improve after-tax outcomes, and build a solid foundation for future transactions or exits.

Compensation planning isn’t one-size-fits-all. We provide strategic guidance on structuring equity compensation in a way that balances incentive design with long-term tax efficiency.

• Restricted Stock Awards (RSAs) & Restricted Stock Units (RSUs): We advise on restricted stock and RSU grants, considering vesting schedules, liquidity events, and 83(b) election strategies to align business priorities with the timing and tax implications for the grantees.
  
  
• Nonqualified Stock Options (NSOs) & 409A Compliance: We advise on the structure and timing of NSO grants to align with hiring goals and minimize ordinary income exposure. We also ensure compliance with Section 409A valuation and deferral rules to avoid costly penalties.
  
  
• Incentive Stock Options (ISOs): We help structure ISO grants to support retention and exit strategy goals while meeting the requirements of Section 422.
  
  
• Partnership Profits Interests, Capital Interests, and Options: For partnership and LLC structures, we help you optimize the granting of equity interests through profits interests, capital interests, and options to align incentives while addressing allocation and valuation issues.

These strategies ensure your compensation approach supports growth while staying compliant, avoiding penalties, and delivering meaningful value to key stakeholders.

Preserving and optimizing tax attributes can have a major financial impact—but requires precise technical work. We help clients understand their limitations, maximize usage, and avoid costly missteps.

• Net Operating Loss and other Tax Attributes Limitation Analyses (Section 382/383 Studies): We evaluate how ownership changes,  acquisitions, and other equity shifts impact the use of net operating losses and other tax attributes, identifying risks and delivering maximum value.
  
  
• Earnings & Profits (E&P) and Tax Basis Studies: We conduct E&P and basis analyses to support dividend vs. return-of-capital determinations, ensure accurate tax reporting, and maintain compliance in both domestic and cross-border contexts.

These analyses help businesses capture tax benefits they may otherwise miss, prepare for diligence, and ensure compliance with IRS requirements—all while maximizing long-term value.

We advise on the formation, restructuring, and ongoing maintenance of complex partnership arrangements—including investment funds, real estate ventures, and operating partnerships. 

• Operating Agreement Design & Review: We advise on and review key tax provisions related to waterfall allocations, capital accounts, preferred returns, and Section 704(c) mechanics.
  
  
• Joint Ventures, Mergers, Divisions & Other Restructurings: We structure mergers, divisions, and other reorganizations to maintain intended tax treatment and partner economics.
  
  
• Equity Compensation in Partnerships: We advise on capital interests, profits interests, and both compensatory and non-compensatory option arrangements—helping clients align incentives without triggering unintended tax consequences.

Our work ensures that partnership agreements not only reflect the business intent of the parties involved but also meet the technical requirements needed to avoid future disputes and unexpected tax consequences.

As businesses expand, so does their exposure to multistate compliance. We help clients stay ahead of SALT issues with proactive planning and risk mitigation.

• Income Tax Nexus Studies & Apportionment Planning: We identify multistate exposure and help businesses manage compliance as they expand or hire across jurisdictions. 
  
  
• Voluntary Disclosure Agreements (VDAs): If the results of a nexus study identify exposure, we help businesses resolve prior-year exposure and enter new jurisdictions cleanly.
  
  
• Sales Tax System Setup & Support: Establish processes to handle tax collection, remittance, and exemption management across platforms.
  
  
• State & Local Credits & Incentives: We evaluate eligibility for location-based incentives and employment and investment credits, helping clients reduce their effective state tax burden.

With tailored SALT planning, businesses can expand confidently, reduce audit risk, and avoid the costly penalties and operational disruption that come with unexpected state-level issues.

Operating across borders introduces complexity and risk. We help clients structure their international operations to reduce tax burdens while staying fully compliant.

• Outbound & Inbound Structuring: Optimize the structuring of international expansions to achieve tax efficiency and manage international supply chains in a tax-efficient manner.
  
  
• GILTI, Subpart F & Foreign Tax Credits: We evaluate and optimize the U.S. tax impact of international operations, including deferral opportunities and credit planning.
  
  
• Withholding Planning and Global Effective Tax Rate Optimization: We help minimize withholding exposure and lower the overall global effective tax rate through careful planning and taking advantage of tax treaty benefits, which includes incorporating tax treaties and local jurisdiction exemptions, while coordinating with a global network of affiliates.
  
  
• Tariff Mitigation Planning: We advise on short-, mid-, and long-term strategies to reduce tariff exposure and align global supply chains with tax goals—including valuation and unbundling, HTS classifications, supply chain restructuring, Subpart F and GILTI implications, exit tax planning, and more.

Our international tax support enables clients to expand globally while staying ahead of fast-changing rules, minimizing tax inefficiencies, and protecting their global earnings.