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Transactional Tax Issues

We integrate tax considerations into every aspect of corporate and transactional work, providing guidance on structuring deals, drafting tax-advantaged agreements, and identifying potential tax risks and opportunities stemming from mergers, acquisitions, and the formation, operation, or dissolution of corporations, partnerships, limited liability companies and other entities. Our work covers the complete range of tax requirements involved in transactions for businesses. For clients in the commercial real estate sector, we advise on the tax implications of real estate development and transactions and provide guidance related to property tax appeals, abatements, and exemptions.

Representative Matters

Corporate Transactions

  • Represented the sole shareholder of a transportation and logistics company in its $92.5 million sale to private equity, including an F-reorganization and rollover equity structure to achieve tax-efficient liquidity.
  • Advised a corporation formed to hold rollover equity in a multi-stage sale of a business exceeding $400 million, resolving tax and structural issues arising from unequal rollover participation among former shareholders.
  • Represented the seller of a leading barware and wine accessories company in a $69.5 million asset sale, optimizing tax and transaction structure.
  • Represented a bulk food ingredient supplier in a $15 million asset sale, including lease negotiations, earn-out provisions, and a complex tax-driven F reorganization.

Real Estate Transactions

  • Representing New Jersey’s first “homegrown” film and television production company in connection with a $1 billion multi-year film and television studio development in New Jersey. As general corporate counsel, the firm's work includes applications for New Jersey Economic Development Authority tax credit programs, including ASPIRE incentives.
  • The firm represents The Lions Group in connection with its transformational redevelopment project at Journal Square in Jersey City, which includes preparation of applications to the New Jersey Economic Development Authority for up to $90 million in tax credits under the Aspire Program and more than $13 million dollars more in Low Income Housing Tax Credits from the New Jersey Housing and Mortgage Finance Agency.
  • Counseled Amazon on large-scale retail and commercial developments totaling millions of square feet across multiple locations, advising on a broad range of issues including Payment in Lieu of Taxes (PILOT) agreements.
  • Represented the owner of an aging motel in Woodbridge in the redevelopment of the property into a multifamily community with an affordable housing component. The representation included negotiating redevelopment and financial agreements with tax abatements, construction and bridge financing, and affordable housing compliance.
  • Represented a New York City public charter school in a construction dispute and debt restructuring, including additional tax-exempt and taxable financing through Build NYC.