We represent buyers and sellers of businesses in a wide array of situations, from taxable to tax-free, private equity to strategic, and cash versus stock. We represent buyers or sellers of small family businesses, all the way up to complex deals involving multiple parties and hundreds of millions of dollars. Unlike many tax lawyers, we can handle the entire transaction, from letter of intent to closing, including all corporate work.
For over thirty years, Robert W. Wood has advised businesspeople, attorneys, investment bankers, business brokers and accountants on tax-advantaged acquisitions and dispositions. Wood LLP often acts as tax counsel to domestic and foreign corporations, both private and publicly held, advising on structuring acquisitions and dispositions, mergers and spinoffs. In some cases, we have been engaged to obtain an advance determination from the Internal Revenue Service on the tax treatment of a transaction, particularly tax-free acquisitions or dispositions. Robert Wood writes and speaks frequently in this area, serving as founder and Editor-in-Chief of The M&A Tax Report, a monthly review of tax-advantaged merger and acquisition techniques.
Although we sometimes advise solely on the tax aspects of an acquisition, we more frequently take a larger role, handling all corporate and transactional aspects of the deal as well (all negotiation and documentation). Given our extensive experience in negotiating the business and legal terms of such arrangements, many clients now prefer that we act in such a lead counsel capacity, engaging or directing other specialty attorneys (such as intellectual property or environmental counsel) as needed.
We routinely represent clients in buying or selling businesses, including negotiation, documentation and closing of the transaction. Tax issues are addressed in an integrated fashion with corporate and contract issues. In some transactions, our involvement begins quite early (before a letter of intent is drafted), while in others, we may be called in to assist the client after draft contracts are already circulating and the transaction is underway.
We have long provided sophisticated tax advice to individuals and business entities that are in the process of acquiring or divesting businesses. We have decades of experience in corporate formation, mergers and acquisitions (both taxable and tax-free), dispositions, leveraged buyouts, recapitalizations, and spin-offs. We also provide counsel to our clients on the tax aspects of significant internal corporate matters, such as restructurings, advising on tax return reporting positions, and reviewing proposed transactions. We advise our clients on the tax implications of transaction alternatives, design and develop tax-advantageous deal structures, and draft and negotiate the tax provisions of related transaction documents.
We frequently obtain private letter rulings for our clients on transactional tax matters, having substantial experience in dealing with the National Office of the Internal Revenue Service. We are intimately familiar with government personnel and procedures, allowing us to obtain favorable results when requesting Technical Advice Memoranda or Private Letter Rulings on behalf of our clients. We have working relationships with individuals at the IRS National Office and on Capital Hill. These relationships allow us to keep abreast of current trends and developments in taxation.
Purchases or sales (in virtually all we have acted as primary counsel) include:
Represented a NASDAQ software company in a wind-down, evaluating the tax aspects of net operating losses and acquisitions (CoSine Communications, Inc. evaluation of bid by Kanders & Company, Inc. and acquisition by Tut Systems, Inc.).
Represented a U.S. and U.K. software and financial service company in an asset sale, partial reorganization, and both debt and equity issuances (Iris Financial Engineering & Systems, Inc., and related companies sale to Apax (Europe), Ltd.).
Represented a closely-held express freight courier company and principals in a stock sale and related noncompete, consulting and earnout agreements (sale of Maximum Express, Inc. to Maximum Express LLC).
Represented a large publisher and book distributor in a sale to a publishing industry conglomerate, followed by a buy-back of publishing company assets (Publisher's Group West sale to Advanced Marketing Services, and repurchase of Avalon Publishing).
Represented a securities brokerage firm in a tax-free spinoff analysis, and in a planned taxable dividend distribution of a wholly-owned software subsidiary to shareholders, followed by a reorganization of the software company (Round Hill Securities distribution of Advent Outsource).
Represented a Nevada-based international office furniture manufacturer and its owner and key employees in a stock sale to a Greenwich, Connecticut, LBO group, coupled with an inventor's sale of intellectual property, multi-tiered secured financing, an earnout and several executive compensation packages (VIA, Inc. to Clearview Capital, LLC).
Represented the target in the sale for cash and securities of eleven veterinary hospitals as part of a national industry consideration (Sacramento Animal Medical Group, Inc. to National PetCare Centers, Inc.).
Represented a group of trusts selling a majority stake in a studio to a management-led buyout group, coupled with simultaneous closings of several parcels of commercial real estate (Western Scenic Studios, Inc.).
Negotiated and closed the sale of a successful janitorial supply company to a large public company for cash and the assumption of debt (Raban Supply, Inc. sale to ALCO Standard Corporation/Unisource Worldwide, Inc.).
Acquired a majority stock position in a French-based European bicycle tour company on behalf of a nonresident investor, reorganizing the company, and subsequently selling the stock in an employee buyout (Europeds, S.A.).
References available on request.
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