Represented Conrail Corporation in PCB remediation Superfund action at the Paoli rail yard
Clark Hill's tax attorneys are experienced in virtually every aspect of the large and complex field of tax law. Our practice encompasses the federal income tax as it applies to individuals, businesses, trade associations and organizations, the state tax laws, and local taxes imposed by counties, cities, and townships. The tax group's activities can be classified broadly as falling under the headings of planning, compliance, and advocacy.
We frequently advise corporations and their shareholders, partnerships and their partners, limited liability companies and their members, and other entities and their owners on taxable and tax-free acquisitions, dispositions, mergers, reorganizations, as well as real estate, financing, debt restructuring, and leasing activities. Our team also advises on bankruptcy tax matters, like-kind exchanges, public and private offerings of securities, joint ventures, venture capital investments, business formations and general business tax matters.
Tax Controversies / Litigation
In view of the complexity of tax laws of every type, controversies sometimes occur between taxpayers and taxing authorities about the proper interpretation of those laws. When such an occasion arises, tax lawyers at Clark Hill skillfully and aggressively advocate the position of the taxpayer in the appropriate forum.
Our attorneys have extensive experience in tax controversy and litigation including federal and state civil and tax litigation; federal criminal tax litigation, including related white-collar crime representation; property tax disputes and litigation; representing attorneys and accountants in malpractice cases and disciplinary proceedings; representing taxpayers before IRS Appeals offices; and representing taxpayers during civil and criminal IRS examinations.
We frequently present cases to, and negotiate with, the audit staff and Appellate Division of the Internal Revenue Service. Very often a satisfactory resolution can be reached at this level. However, if necessary, we are fully prepared to achieve the client's objectives through litigation. We have prosecuted numerous refund actions in the federal courts, and several of our lawyers are admitted to practice before the U.S. Tax Court. At the state level, we are likewise experienced in handling audits and administrative appeals as well as tax litigation. Our attorneys have had substantial experience in dealing with representatives of the State Treasury, as well as in court cases before a Tax Tribunal, the Court of Claims, and Appellate Courts.
Property Tax Disputes and Litigation
Property tax matters are a special focus of the firm. Many of our clients own commercial tracts of land, including land used for agricultural, industrial, manufacturing and other business purposes. We have litigated property tax appeals in the Tax Tribunal involving such diverse properties as large industrial complexes, shopping centers, office buildings, large and small apartment complexes, hospitality properties, a hunting and fishing club, and a horse racing track. Our team has significant experience in property tax litigation, particularly that arising after an unsuccessful hearing with the administrative review board or after the local appraisal district decides to litigate the review board’s decision. Although our attorneys are highly skilled at litigation, we are also equipped to handle the administrative process as well.
Just as important, however, are the cases we have not litigated, but in which we have accomplished the client's objectives through skillful and knowledgeable negotiations with the local assessor.
Multi State Tax Compliance
The function of tax planning is to select the appropriate tax result and the function of compliance is to reach that result. At Clark Hill, we have broad experience in assisting clients with the multitude of filings and reports required by federal, state, and local taxing authorities.
We frequently advise corporations and individuals about the appropriate reporting of significant business and personal transactions on federal and state income tax returns.
Our lawyers work with clients to minimize state franchise and/or income taxes in various states, frequently accomplished through structuring alternatives and apportionment and allocation methodologies. Clark Hill attorneys identify and minimize exposure to state sales and use tax and routinely represent clients regarding the applicability of occasional sale exemptions, resale exemptions and collection requirements.
Clark Hill tax attorneys review merger, acquisition and divestiture transactions with respect to state and local tax consequences. We also represent clients in state tax audit situations to analyze identified issues, develop audit strategies, negotiate settlements and litigate claims. When appropriate, our team promotes and drafts tax legislation that would benefit our clients.
We also prepare tax returns each year for individual clients. We have special expertise in the preparation of federal and state fiduciary income tax returns for estates and trusts, and in cooperation with estate planning and estate administration attorneys within the personal legal service group, we prepare and advise on federal estate and gift tax returns as well as filings under various state inheritance and estate tax laws.
Clark Hill handles a wide range of international tax matters, including structuring inbound and outbound business and real estate investments; cross-border mergers, acquisitions and joint ventures; reorganizing and restructuring multinational corporate groups; handling international tax controversies before the IRS and in the courts; advising on information reporting; and devising specialized planning involving transfer pricing, foreign entity classification, foreign tax credits, foreign currency transactions, profit repatriations, tax treaty issues and reducing or eliminating US estate and gift tax liability.
Evaluated reporting obligations and potential recall obligations for numerous companies, including tire manufacturers
Advised an investor concerning potential liability from owning and operating a waste transport company
Represent an automobile parts supplier trade association concerning its potential environmental liability from emissions and releases during the normal use of the product
Provided advice to tire manufacturers regarding TREAD Act compliance issues
Assisted a national trade association in drafting pre-emption language for an amendment to a federal energy efficiency provision
While at EPA, brought an enforcement action against railroad due to the contamination at its rail yard
Advised tire manufacturers and the industry trade association in connection with tire recalls and customer satisfaction programs, labeling and disclosure, applicability of NHTSA regulations if products not in compliance with NHTSA regulations are returned to the country of origin, methods of methods of protecting the confidential information
Representation of an international private equity firm and its portfolio company in the sale of MicroStar Logistics, Inc., one of the United States’ largest beer keg and container leasing and logistics companies, and Global Asset Management, Inc.
Representation of a grain and ingredient manufacturer in the sale of assets to a strategic buyer.
Representation of an automotive parts supplier in its acquisition of an after-market motorcycle parts manufacturing and supply company.
Representation of a public company’s financial subsidiary in the capital investment of a manufacturing company.
Representation of a company in the multi-billion dollar take private of an international natural resources, paper and manufacturing company.
Representation of a public company in the sale of its bicycle manufacturing subsidiary.
Representation of a dental device manufacturer in the acquisition of dental related assets from a patent development company.
Represent the seller of a private hydro power production company in the sale of the company to a private equity firm.
Representation of an exercise equipment and product distributor in the acquisition of a fitness equipment company.
Representation of an international technology company in the acquisition of a defense industry software development company
Representation of a railroad logistics company in the acquisition of a trucking logistics company.
Sale of a landfill products and equipment supply company to a private equity firm.
Representation of a public oil and energy exploration company in its strategic acquisition/merger of another public oil and energy exploration company.
Representation of the subsidiary of a public airline in the take private/merger, through a tender offer, of a public internet-based technology company.
Representation of the group of partners in a risk consulting practice that was being sold by an international public accounting firm.
Representation of a railroad logistics company in the acquisition of an intermodal logistics company.
Representation of a public company’s financial subsidiary in the capital investment in an educational materials company.
Representation of a public energy company and a number of its subsidiaries in the sale of several international energy subsidiaries to a private equity firm.
Representation of an international financial institution in the acquisition of another financial institution’s derivatives and institutional trading practice.
Representation of a pre-packaged food processing company in its sale to a private equity firm.
Representation of an international food processing company in the sale of its U.S. potato processing subsidiary.
Representation of a public company's financial subsidiary in the capital investment of a baked goods supply, processing and distribution company.
Sale of the largest online tie and clothing accessories company to a private equity firm.
Representation of a private equity firm in the capital investment in a hospital/medical facilities company.
Representation of a private equity firm in the acquisition of a national insurance agency company.
Representation of a private equity firm in the proposed acquisition of a national insurance surety company.
Representation of a private equity firm in the capital investment in a glass manufacturing company.
Representation of a private equity firm in the capital investment in a medical care provider company.
Represented a private equity firm in the sale of an ancillary vehicle protection products and services company to a private equity firm.
Represented a private equity fund in the sale of a leading provider of vehicle service contracts.
Representation of a private equity firm and its portfolio company in the sale of the portfolio company’s software subsidiary to a software and technology company.
Representation of a private equity firm in the acquisition of a national insurance claims company.
Representation of a private equity firm in the acquisition of an entertainment production company.
Representation of a private equity firm in the acquisition of the assets of an armored car company out of bankruptcy.
Representation of a private equity firm in the proposed acquisition of a national insurance casualty company.
Representation of a private equity firm in the multi-billion dollar acquisition of an automobile component business.
Representation of a private equity firm and its portfolio company in the sale of a number of the portfolio company's subsidiaries in the container and logistics industries to an international private equity firm.
Representation of a public medical device manufacturing company in its proposed multibillion dollar merger of another public medical device and instrument manufacturing company.
Representation of an international logistics, processing and data processing holding company in its proposed sale to strategic and private equity buyers.
Representation of an international company in the proposed acquisition of the assets of a U.S. based plastics and synthetics resin manufacturer out of bankruptcy.
Representation of a home goods retailer in the proposed acquisition of a furniture and entertainment goods retailer.
Represented Official Committee of Unsecured Creditors in In re Giordano’s Enterprises, Inc. (Bankr. N.D. Ill.).
Represented chapter 7 trustee of Knight-Celotex, LLC, an $80 million building supply manufacturer, in its liquidation proceedings before the U.S. Bankruptcy Court for the Northern District of Illinois.
Representation of a public company and its subsidiaries in the proposed sale of several non-U.S. based utility subsidiaries and divisions.
Representation of a private equity firm in the proposed capital investment in an insurance brokerage company.
Representation of a private equity firm in the proposed acquisition of a movie theater company.
Representation of a private equity firm in the proposed capital investment in a regional insurance agency company.
Advise private equity firm on the board, management and officer structure of thirty-nine portfolio companies under its management.
Advise equity holders of an international container and logistics company on the restructuring of its board of directors and business expansion initiatives.
Represent a solar energy technology company in multiple rounds of equity offerings.
Representation of an international bank, private equity firm and hedge fund in the restructuring and acquisition of a manufacturing holding company and its subsidiaries.
Represent start-up and growing companies with private placement offerings.
Represent managers in the preparation of documentation for EB-5 private placement offerings.