Tax

Ranked in Band 1 by Chambers USA, our nationwide tax controversy team delivers strategic, practical advice to clients involved in disputes with the Internal Revenue Service and state taxing authorities. We energetically and effectively represent clients in these critical matters by drawing upon our core group of high-level government alumni, strong connections in Washington, DC, a high profile in the tax bar, and a reputation for integrity with US federal and state authorities.

Our lawyers 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 resources to help our clients and to maintain up-to-the-minute knowledge of developments affecting them.

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:

• Up-front risk assessments and documentation in the planning process for proposed transactions
• Representation before the IRS Office of Examinations and the IRS Office of Appeals, including negotiating with IRS agents, as well as appearing at appeals conferences and hearings
• Representation in the advance pricing agreement (APA) process and competent authority mutual agreement procedure (MAP) process to resolve cross-border transfer pricing adjustments
• Litigation in the US Tax Court, the US Court of Federal Claims, and multiple federal district and appellate courts, with experience ranging from partnership tax litigation, research and development credit litigation, fringe benefits and payroll tax litigation, transfer pricing litigation, and numerous other domestic and international issues
• Significant state and local tax disputes, with a particular focus in California, Illinois, Massachusetts, and New York

We have experience and substantial strength in handling high-profile IRS enforcement issues, with an emphasis on complex structures and partnerships, including inbound and outbound international tax issues generally and cross-border transfer pricing issues in particular.

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 lawyers have represented multinational enterprises in some of the most important transfer pricing disputes in recent history, including serving as lead counsel to Amazon.com and Medtronic in significant US Tax Court wins.

Our transfer pricing team has represented US and foreign-based multinational enterprises in some of the largest, most complex, and important transfer pricing disputes in recent history. 

We represent clients from a wide spectrum of industries—including high technology, ecommerce, pharmaceuticals, medical devices, energy, financial services, and consumer products—in all aspects of the transfer pricing planning and controversy processes. Our work spans matters ranging from business restructurings and a wide array of planning issues regarding the identification and valuation of intangible property and services, to audits, Internal Revenue Service and international alternative dispute resolution programs, administrative appeals, advance pricing agreements, the Competent Authority process and other transfer pricing issues under treaties, trial court litigation in the US Tax Court and refund forums, and judicial appeals.

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, Munich, 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:

Energy

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.

Private Equity Funds & Institutional Investors

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.

Mutual Funds, REITs & Broker-Dealers

Our team advises clients on all tax-related aspects associated with 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 also assist our financial service clients in addressing information reporting and related matters.

International Tax Planning

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.

Life Sciences & Healthcare

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.

Capital Markets

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.

Public & Private Company Mergers & Acquisitions

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.

Postacquisition Integration

We advise clients on international and domestic restructurings following acquisitions, including optimal cross-border structures and consolidated return issues.

International Tax

Our European and international tax and corporate structuring team includes tax lawyers located outside of the United States, resident in Frankfurt, Munich, 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:

• Cross-border and French, German, and UK mergers and acquisitions
• Pan-European and global tax minimization strategies
• Structuring outbound investment from the United States into Europe and other non-US jurisdictions
• Structuring foreign investments—such as new businesses, real estate investments, and portfolio investments—in Europe and the Middle East into US investments
• Structuring tax and operationally effective legal structures for multinational groups
• Counseling high-net-worth individuals and multinational families on the tax-effective use of offshore trusts and corporate structures

Morgan Lewis advises some of the world’s largest, most sophisticated global investors and sponsors on the tax structuring and commercial aspects of their global investment activities. Our sovereign wealth funds tax team addresses these matters as an integral part of our global sovereign wealth funds team that includes lawyers across the United States, Asia, Europe, and the Middle East who have developed strong relationships with and counsel many of the largest, most active global sovereign wealth funds and governmental investors. We understand the specific objectives of sovereign wealth funds, particularly their distinct structures, jurisdictional features, and the implications of their investment activities on each nation-states’ culture and operational goals, as well as the global economy. Our tax team has represented both sponsors and global institutional investors in relation to cross-border investments worldwide, offering significant skills and proficiency with inbound investments across the Americas in real estate, infrastructure, and other real assets. In addition to sovereign wealth funds, our clients include major non-US pension funds, insurance companies, institutional asset managers, and other strategic investors.

Our benefits and payroll tax team brings “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.

Read about our Benefits & Payroll Tax capabilities.

Morgan Lewis's national State & Local Tax (SALT) practice provides clients with a full range of services—from planning all the way through controversy and litigation. We are located in key markets across the United States and provide services to a wide array of industries. Working as a national team allows us to apply our extensive experience to client situations in nearly any jurisdiction. We are well versed in all tax types, such as corporate income taxes, sales and use taxes, local taxes, abandoned and unclaimed property, real estate transfer taxes, personal income and withholding taxes, unemployment compensation taxes, tax exemptions, tax credits, and issues involving the Public Utility Realty Tax Act. Whether a stand-alone issue or appeal, or as part of a merger or acquisition, our SALT team provides clients with practical advice and advocacy tailored to each unique situation.

A primary goal of the SALT team is to achieve significant tax and administrative cost savings to improve the overall tax position of our clients. This includes providing SALT advice, analysis, and assistance on both specific issues and general areas, such as proposed reorganizations or activities, and representation in state and local tax appeals. Our clients rely on us for integrated controversy, planning, and transactional advice to produce practical and efficient solutions to often highly complex tax issues.

Our Scope

We handle assessment and refund appeals for all types of taxes, including income/franchise, sales and use, property and special local taxes, as well as abandoned and unclaimed property. We often represent clients as early as the audit stage, continue our work through administrative appeals levels, and we ultimately litigate cases in state trial and appellate courts where appropriate.

We counsel clients on planning and compliance matters including nexus, apportionment, combined reporting, business/nonbusiness income, credits and incentives, federal conformity, and escheat. We routinely provide FIN 48 & FAS 5 opinions. Our experience in the sales tax arena is equally deep, and we frequently opine on nexus and taxability issues, and application and scope of state-specific exemptions.

National footprint, boutique service

Our SALT team assists clients in nearly every state. With offices in most major metropolitan areas, our lawyers follow recent developments and maintain close contacts with revenue officials in jurisdictions across the United States. We keep the “local” in state and local while providing clients with the expansive resources of a global top-tier law firm.

Unclaimed property or escheat laws in all 50 states require companies to report and pay unclaimed or abandoned property—such as uncashed checks, deposit accounts, and insurance benefits—to the state after a three- to five-year dormancy period. Morgan Lewis has long represented clients in all aspects of complex unclaimed property matters arising under these laws, including advice on developing compliant systems to manage and minimize escheat obligations, representations in state unclaimed property audits, and litigating unclaimed property matters in courts across the United States.

We understand that states have become increasingly aggressive in enforcing escheat laws as a critical source of revenue, and our breadth of experience in these matters is rivaled by few. Leveraging the strengths of our nationally recognized tax and litigation practices, we are trusted advisers on voluntary disclosures, audit defense, and trial strategy to clients in an array of industries, including financial services, retail, technology, manufacturing, banking, and energy.

Our commercial litigators’ keen grasp of escheat laws coupled with our top-tier tax controversy and state and local tax lawyers’ command of the issues offer clients the skills and insight needed to navigate today’s challenging environment in which unclaimed property continues to be a rising enforcement priority for states.

Our comprehensive tax team includes lawyers who focus on assisting clients successfully claim the research and development (R&D) tax credit, a valuable corporate tax incentive provided under Section 41 of the US Internal Revenue Code. The R&D tax credit has broad application to businesses of all sizes and in every industry, and we regularly assist our clients in addressing research tax credit matters.

The R&D tax credit is also a high compliance priority of the US Internal Revenue Service (IRS) and a common source of tax controversies. Our lawyers have helped clients successfully resolve R&D tax credit issues during IRS examinations and before the IRS Office of Appeals. We also have represented clients litigating several of the most significant R&D tax credit cases.

We consult with clients to identify opportunities to claim the R&D tax credit, and evaluate and improve existing company practices for identifying and documenting R&D tax credit claims. We collaborate closely with in-house tax department personnel, as well as outside accounting firm advisors and other technical experts, to identify and support R&D tax credit opportunities.

Led by lawyers who have literally written the book on partnership taxation and who have held high-ranking US government tax-related positions, the Morgan Lewis partnership taxation team advises clients in this complex and demanding area. Our team is regularly called on by clients to handle challenging partnership-related audits, US Internal Revenue Service (IRS) Office of Appeals matters, litigation, and other controversy matters. Clients also seek our advice on how to structure sophisticated transactions involving partnerships and joint ventures within the United States and globally, and to implement these transactions. Our team includes the former chief counsel for the IRS and the former tax legislative counsel for the US Treasury Department.

Our lawyers advise limited liability corporations (LLCs), joint ventures, and other businesses and economic arrangements classified as partnerships. Our work includes complex tax structuring, planning, and document production. We regularly are engaged to counsel on private equity funds and their portfolio companies, hedge funds, real estate development entities, joint ventures, master limited partnerships, upstream oil and gas development arrangements, renewable energy project finance and other tax credit partnerships, structured finance special purpose vehicles, cross border partnerships, and operating partnerships used in umbrella partnership real estate investment trust (UPREIT) structures.

Highly Ranked, Widely Cited

Our team features lawyers ranked at the top of their field by Chambers Global and Chambers USA. These highly accomplished lawyers have shared their deep understanding of the laws governing partnership taxation through their collaborative efforts producing the leading treatise on the subject, Federal Taxation of Partnerships and Partners (Warren, Gorham & Lamont), which is widely consulted by tax planners and cited by the courts. These thought leaders also have widely written and lectured on the subject, and have taught at important institutions such as the University of Virginia School of Law and New York University School of Law.

THOUSANDS OF PARTNERSHIPS

Our lawyers have advised on the creation, operation, modification, division, and termination of thousands of partnerships and joint ventures across a wide range of industries, including the real estate and energy industries, which have traditionally operated in partnership form. Our lawyers were among the first to advise on major corporate merger and acquisition transactions and ventures using tax partnerships. Our team works with their corporate and international colleagues in forming and operating complex multinational joint ventures that maximize global tax efficiency.

Our tax-exempt organizations team represents institutions of all kinds—corporate and family foundations, colleges and universities, hospitals, trade associations, religious organizations, governmental entities, cultural organizations, advocacy groups, and many others—in achieving their objectives.

Read about our Tax-Exempt Organizations capabilities.