Specialty Tax Expertise for Every Stage of the Investment Lifecycle

We support general partners and fund managers with tailored tax strategies that reflect complex fund structures, diverse investor profiles, and long-term goals.

• Partnership Allocations & Distribution Waterfall Planning: Design allocation methods and model waterfalls to reflect capital contributions, preferred returns, and carried interest (profits interests) in alignment with the fund’s economics.
  
  
• Blocker Corporation Structuring: Use blocker entities to reduce or eliminate U.S. tax exposure for foreign and tax-exempt investors participating in U.S. partnerships.
  
  
• Partnership Reorganization Transactions: Advise on fund recapitalizations, mergers, and other reorganization transactions—including continuation fund transactions—with careful attention to the tax implications for all investor classes.

We help funds navigate evolving tax rules and protect after-tax returns for their investors.

We partner with portfolio companies to manage tax complexity at the operating level, ensuring alignment with fund strategy and readiness for future exits.

• Entity Structuring & QSBS Preservation: Structure operating entities to maximize tax efficiency and preserve Qualified Small Business Stock (QSBS) eligibility where applicable.
  
  
• Equity Compensation: Design equity and deferred compensation strategies that attract talent, support growth, and minimize golden parachute risks in change-of-control events.
  
  
• M&A and Exit Structuring: Advise on stock vs. asset sales, installment payments, and other deferral mechanisms to reduce tax exposure and optimize post-deal outcomes.

Our work helps portfolio companies remain agile, compliant, and exit-ready at every stage of the investment lifecycle.

As portfolio companies grow and operate across jurisdictions, we help them stay ahead of multistate compliance risks.

• Income & Franchise Tax Nexus Studies: Identify where the business is required to file based on physical presence, economic nexus thresholds, affiliate activities, and apportionment factors.
  
  
• Sales & Use Tax Nexus & Taxability Reviews: Identify sales tax obligations and clarify the taxability of products or services across jurisdictions, including digital goods and bundled offerings.
  
  
• Voluntary Disclosure Agreement (VDA) Support: Proactively resolve historical issues and reduce penalties.
  
  
• Sales Tax System Setup & Support: Establish processes to handle tax collection, remittance, and exemption management across platforms.
  
  
• State & Local Credits & Incentives: Identify and pursue tax-saving opportunities tied to hiring, investment, R&D, and geographic expansion—while staying compliant with program requirements.

Our proactive SALT planning helps avoid compliance gaps and costly surprises—especially during the due diligence process.

Investment funds face unique international tax challenges, especially when structuring for foreign or tax-exempt investors. We bring deep experience advising on fund-level jurisdictional planning, blocker structuring, and compliance across borders.

• Fund & GP Jurisdiction Planning: Select optimal jurisdictions for the fund, general partner, and management company to balance tax efficiency and investor expectations.
  
  
• Blocker Entity Structuring: Implement blocker entities to manage U.S. tax exposure for foreign or tax-exempt LPs, supporting seamless fund operations and deal execution.
  
  
• PFIC & CFC Classification: Assess foreign investments for potential Passive Foreign Investment Company (PFIC) or Controlled Foreign Corporation (CFC) exposure, mitigating downstream tax consequences.

We help funds navigate complex cross-border rules and structure themselves for long-term operational and investor success.

For portfolio companies operating across borders, strategic structuring is critical to managing tax risk and enabling global growth. We provide hands-on support tailored to your supply chain, expansion plans, and compliance needs.

• Outbound & Inbound Structuring: Optimize the structuring of international expansions to achieve tax efficiency.
  
  
• Permanent Establishment (PE) and Other Taxable Presence Analyses: Assess cross-border activities to determine whether a taxable presence exists under U.S. and foreign laws, factoring in applicable treaties to help mitigate unexpected exposures and avoid triggering filing obligations prematurely.
  
  
• Global Tax Minimization Strategies: Structure operations and intercompany flows to reduce effective tax rates, leveraging treaty benefits, foreign tax credits, and entity design to improve global tax efficiency.
  
  
• Customs & Tariff Strategy: Support planning for customs classification, first sale strategies, and supply chain optimization.

We help portfolio companies scale internationally with confidence, balancing tax efficiency with operational execution.