Tax

Why Cooley

Our lawyers focus on all facets of US federal, state, local and international tax law. We advise on thousands of transactions annually, and we provide tax advice to clients in a variety of sectors, including technology, life sciences, energy, telecommunications and real estate, from small deals involving startups to multibillion-dollar mergers and acquisitions. We also have long been recognized as one of the premier firms in the country for handling administrative tax controversies and tax litigation, including numerous landmark tax cases. In every matter, we proceed collaboratively with clients and other Cooley lawyers from the earliest stages of a transaction or dispute – always with the same goal of delivering sophisticated, creative and practical tax solutions that work.

Areas of Practice

Investment Funds

• Extensive knowledge on the most tax-efficient ways to structure funds formed to raise equity capital
• Advise fund clients on how to implement investments and fund structures to help them avoid adverse tax consequences for investors with particular needs, such as tax exempt or foreign entities

Emerging Growth Companies

• Advise the large number of new businesses formed by our emerging companies practice on the most tax-efficient way to structure a company
• Regularly provide tax support for workouts and net operating loss preservation

Mergers & Acquisitions

• Represent both acquiring and target companies in the public and private sectors in both taxable and tax-free combinations and divestitures, including the tax consequences of financing such transactions 
• Handle leveraged buyouts, spin-offs, subsidiary purchases and recapitalizations
• Advise on tax-efficient structures, negotiate the tax aspects of acquisition agreements and provide tax opinions

Technology Transactions & Intellectual Property

• Advise on tax-efficient ways to develop, own and transfer intellectual property, including joint ventures and corporate partnering arrangements
• Advise clients on strategies for offshoring intellectual property, including implementation of cost-sharing agreements and the formation of offshore intellectual property holding companies

Employment & Labor/Compensation & Benefits

• Provide recommendations on tax aspects related to equity incentives, nonqualified deferred compensation, employment taxes and tax withholding
• Advise clients on the tax aspects of settlements between employers and employees, including federal and state income and employment tax issues

Estate Planning

• Advise on the tax aspects of puts, calls, collars and variable forwards, and collaborate with our estate planning group, to help clients create tax-efficient wealth-preservation plans

Litigation

• Represent taxpayers in all aspects of Internal Revenue Service and state examinations and administrative appeals
• Litigate in the United States Tax Court, United States Court of Federal Claims and other federal and state jurisdictions, and handle tax appeals in the United States Circuit Court of Appeals

International

• Advise on international tax issues for cross-border transactions, including mergers and acquisitions, technology transfers, domestic and foreign joint ventures, financings, and public offerings
• Counsel on the domestication of foreign companies and inversions of domestic companies
• Assist with the establishment of international equity incentive plans