Our tax lawyers provide companies and partnerships of all sizes, as well as tax-exempt clients, with an integrated approach to tax advice. With a broad range of skill sets, we focus on four major disciplines: advising on transactions; day-to-day counseling on substantive and tax planning and compliance issues; resolving disputes with taxing authorities and in court; and helping clients obtain private or public guidance from the Internal Revenue Service (IRS) and the US Department of the Treasury.
Our team, which includes lawyers with high-level service in the Treasury Department and the US Department of Justice, advises clients on international and US federal, state, and local tax exposures associated with pending transactions and ongoing business operations. We help clients successfully resolve ongoing tax controversy and litigation matters. Clients rely on us for integrated controversy, planning, and transactional advice to produce practical and efficient solutions to often highly complex tax issues.
Our tax lawyers are located throughout the United States, Europe, and Asia, and are leading practitioners recognized by Chambers USA, The Legal 500, Euromoney’s Guide to the World’s Leading Tax Advisors, and other peer and client rankings.
In addition to the lawyers in the tax practice, Morgan Lewis has tax lawyers in related practices, such as white collar litigation and government investigations, employee benefits and executive compensation, and personal law. We work closely with the firm’s corporate lawyers when counseling clients on domestic and international mergers, acquisitions, spin-offs, buyouts, restructurings, and securities offerings. On a day-to-day basis, we also partner with our clients’ in-house tax personnel to address ongoing issues, satisfy compliance obligations, and prepare for potential controversies.
Our tax controversy team is rated by Chambers USA in the top tier, and delivers strategic, practical advice to clients involved in disputes with the IRS and state taxing authorities. Drawing upon a core group of high-level government alumni, strong Washington, DC connections, a high profile in the tax bar, and a reputation for integrity with US federal and state authorities, we energetically and effectively represent clients in these critical matters.
We represent some of the largest corporate taxpayers in the United States in cutting-edge, large-dollar domestic and cross-border tax issues and related enforcement efforts. We work seamlessly across offices, collaborating to identify the most relevant expertise to help our clients, and maintaining up-to-the-minute knowledge of developments affecting our clients.
We realistically evaluate litigation hazards and seek to achieve resolutions at the earliest possible stage. Our tax litigators guide clients through the following aspects of the controversy process:
We have experience and substantial strength in handling high-profile IRS enforcement issues, with an emphasis on complex structures and partnerships—inbound and outbound international tax issues generally, and cross-border transfer pricing issues in particular.
Transfer pricing is currently the leading tax enforcement issue in the United States and around the world. Our transfer pricing lawyers cover a range of important industries in both disputes and administrative resolutions through audits, the advance pricing agreement (APA) process, and the MAP. Many of the high-stakes disputes focus on the identification, movement, and valuation of intangible property of all kinds, from contracts to technology. Over the last several years, our team has been a leader in some of the most complex, contentious, and novel transfer pricing matters brought in IRS Advance Pricing and Mutual Agreement (APMA) Program proceedings.
Our tax lawyers advise clients on transactional tax planning matters on a global basis. US domestic and international mergers and acquisitions, divestitures, reorganizations, spin-offs, joint ventures, and strategic alliances, as well as equity and debt securities offerings, are among the areas in which we offer tax counseling.
In addition to the lawyers in our domestic offices, Morgan Lewis tax lawyers work from our offices in London, Frankfurt, and Beijing. These international tax lawyers help clients structure and implement cross-border, as well as German, UK, and Chinese, mergers and acquisitions; European and global tax minimization strategies; and outbound investments from the United States into Europe and other jurisdictions.
Our transactional tax work includes:
In support of our energy practice, our tax lawyers participate in tax planning for all types of domestic and international oil and gas transactions, including master limited partnerships (MLPs), renewable energy project finance and tax equity matters, and large-scale utility transactions.
We counsel private equity funds on tax structuring. This includes transactional tax support for fund formations, as well as portfolio company acquisitions, operations, and dispositions. Fund representations complement our robust and well-known institutional investor tax services.
Our team advises clients on the creation and operation of private and pooled investment vehicles, including mutual funds, hedge funds, real estate investment trusts (REITs), and other investment-related vehicles. We help financial services clients address their tax issues, including cost-basis reporting rules and other account-related taxes.
Our group provides clients with international tax planning and tax optimization strategies. We counsel multinational taxpayers on tax jurisdictional issues, treaty application, antiavoidance rules, US antideferral regimes, tax rulings and holidays, repatriation planning, and withholding matters.
Clients in the life sciences and healthcare sectors turn to us for tax planning related to mergers and acquisitions, joint ventures, and intellectual property transactions. Our clients include pharmaceutical and biotechnology companies, medical practices, health insurers, and managed care organizations.
We advise clients on tax issues related to securities offerings, including the preparation of tax opinions required by the US Securities and Exchange Commission (SEC). We also counsel specialized entities, such as REITs and MLPs, on tax structuring, disclosure, and securities matters.
We offer transactional tax planning, and work with public and private company clients on US domestic and international mergers and acquisitions, reorganizations, spin-offs, joint ventures and strategic alliances, and equity and debt securities offerings.
We advise clients on international and domestic restructurings following acquisitions, including optimal cross-border structures and consolidated return issues.
Morgan Lewis offers tax-exempt organizations the experience of a nationally recognized tax practice that regularly represents the most sophisticated exempt organizations in accomplishing their philanthropic objectives.
Our clients are large public charities, donor-advised funds and their sponsoring organizations, museums and cultural organizations, corporate and family private foundations, trade associations, low-income housing organizations, government instrumentalities, churches, colleges and universities, hospitals and healthcare organizations, medical research organizations, and many other special-purpose nonprofit organizations.
We advise clients on:
Our tax-exempt clients also have the benefit of working with lawyers who regularly advise nonprofits on important nontax areas such as labor and employment, intellectual property, corporate transactions, investment management, antitrust and trade regulation, government contracts, and litigation.
We bring inside-the-Beltway experience to payroll tax, employee/executive fringe benefit, and contingent workforce issues. With an emphasis on planning and controversy work, we help clients develop tax minimization plans, conduct compliance reviews, and settle tax audits. A number of our team members in these areas have prior regulatory and litigation experience with the Treasury Department and the IRS. Our tax litigators have handled several cases of first impression involving these areas. We handle a significant portion of the ongoing payroll tax and compensation audit and litigation issues in the United States.
Clients that seek our assistance range from start-ups to companies in the Fortune 500. The American Payroll Association and various US federal agencies also call upon Morgan Lewis to assist with payroll tax and fringe benefit issues—matters that affect both rank-and-file employees and senior executives. Our lawyers currently manage more than $1 billion in tax controversy matters involving payroll taxes, airline excise taxes, and corporate deduction issues for companies in the healthcare, airline, and technology industries.
Considering recent legislative initiatives, developments within the Treasury Department, and the IRS’s increasing audit activity, our team closely monitors and responds to fringe benefit, payroll tax, and contingent workforce issues that may affect our clients.
We frequently advise US clients on significant multistate tax controversy, planning, and compliance matters arising in the context of income/franchise, sales/use, gross receipts, payroll, and other taxes.
In the income/franchise tax area, we address:
In the sales/use tax context, we assist clients with taxability determinations, nexus, and applicability of exemptions.
Our European and international tax and corporate structuring team includes tax lawyers located outside of the United States, resident in Frankfurt and London. In addition to being licensed to practice tax law under the laws of France, Germany, and the United Kingdom, we have a deep knowledge of the structures and tax laws in other European jurisdictions.
Lawyers in our US offices extensively support our international tax team, which draws on the resources of the entire firm to encompass not only all aspects of tax law but also the many additional considerations in any structuring or transactional assignment.
Clients turn to us to structure international corporate groups from a tax perspective and implement the corporate structure they adopt. We can assist with establishing, liquidating, or dissolving subsidiaries and branches; drafting intercompany agreements; and planning and negotiating mergers, acquisitions, and reorganizations. We frequently take on EU tax law assignments for both US and European companies—providing advice on corporate income tax, value-added tax (VAT) issues, excise duties, and capital duties.
Our international tax group provides complex international tax planning advice and representation in:
Our team has deep capabilities in partnership taxation, and we frequently advise clients on complex partnership issues on audit, in the IRS Office of Appeals, and in litigation. We are leaders in the overlap between partnership rules and US international tax rules. Clients regularly seek our counsel on how to structure transactions involving partnerships and joint ventures in all business sectors, within the United States and globally.
Although we work with all industries, our team has particular know-how in financial ventures, technology ventures (in pharmaceuticals, medical devices, software, the Internet, and more), alternative and fossil energy partnerships, and master limited partnerships.