Tax Controversy Practice
We have long been recognized as one of the premier groups in the country for handling administrative tax controversies and tax litigation; and we are regularly called on by clients to handle tax disputes with the IRS and state taxing authorities. Some of our matters have resulted in
landmark tax cases.
Mergers, Acquisitions, Buyouts and Restructurings
We 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. Our practice also handles LBOs, spin-offs, subsidiary purchases and recapitalizations, including cross-border transactions. We advise on tax-efficient structures, negotiate the tax aspects of acquisition agreements and provide tax opinions, as appropriate.
Representative list of merger and acquisition deals
Investment Funds
Our venture capital fund formation practice is the largest in the United States. We also represent a wide range of other investment funds, including some of the nation's most prominent private equity funds, buyout funds, hedge funds and secondary funds. As such, we have extensive knowledge on the most tax-efficient ways to structure funds formed to raise equity capital. In addition, we advise fund clients on how to implement investments and fund structures, so they avoid adverse tax consequences for investors with particular needs, such as tax exempt or foreign entities. And we provide recommendations on offshore investment vehicles and the most beneficial jurisdictions in which to operate.
Representative list of venture capital clients
Debt and Equity Placements and Investments
We collaborate with the Firm's Securities Regulation group to assist issuers and underwriters in debt and equity placements—public, private, foreign and domestic. We have extensive expertise with tax issues unique to venture capital investment transactions and leveraged and unleveraged buyouts.
International Planning and Transactions
We advise many of the Firm's clients on the U.S. tax aspects of their international activities. We work regularly with foreign tax advisors to minimize our clients' worldwide tax burden and to structure tax-efficient organizational and transactional structures for general operations, investments, cross-border technology transactions and mergers and acquisitions.
Real Estate
We collaborate with the Real Estate group on all aspects of real estate acquisitions, sales, exchanges, financings and syndications, including the formation and tax aspects of real estate partnerships and LLCs and real estate investment trusts (REITs).
Emerging Growth Companies
We advise the large number of new businesses formed by Cooley's Emerging Companies practice on the most tax-efficient way to structure a company, from initial organization to multiple financings to public offering or sale. We regularly provide tax support for workouts and net operating loss preservation.
Technology Transactions and Intellectual Property
We work closely with clients and attorneys in our Technology Transactions group on tax-efficient ways to develop, own and transfer intellectual property, including joint ventures and corporate partnering arrangements.
Life Sciences
Because Cooley is regularly ranked among the most active firms in the nation in representing life sciences companies, we have unique insight into the tax issues facing these companies, and we regularly advise life sciences clients on all tax aspects of their operations and transactions.
Representative list of Life Sciences clients
Employee Benefits
Our Compensation & Benefits group provides the full spectrum of employee benefits representation, and we regularly collaborate with them on the tax aspects related to equity incentives, nonqualified deferred compensation, employment taxes and tax withholding.
Employment Settlements and Disputes
We advise clients on the tax aspects of settlements between employers and employees, including federal and state income and employment tax issues.
Executive Tax Planning
We 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.
Tax Exempt Entities
We counsel organizations on their structure, formation and operation so they can achieve and maintain tax-exempt status.