For successful companies, entrepreneurs, and service professionals with sophisticated tax needs, we offer sound, pragmatic business advice based on decades of experience navigating federal and California state tax codes, and excel at shepherding complex arrangements where various assets, individuals, and scenarios are involved.
Our tax lawyers represent prominent Northern California public and private businesses in a variety of sectors on matters that range from transacting mergers and emerging company acquisitions to bringing on new investors and structuring Historic Tax Credit and New Markets Tax Credit projects as well as investments in Opportunity Zones. We also craft tax-advantaged executive compensation agreements for newly hired and exiting executives (both in and outside the context of merger and acquisition transactions) and address tax issues that arise in virtually every litigation settlement, corporate transaction, or business reorganization.
More Than Tax Lawyers, We Are Trusted Business Advisors
On tough tax questions, our expertise in both tax law and business structuring and operations makes us highly proficient and well-rounded, unlike many tax practices that merely provide technical assistance. Before we give our clients answers, we make sure that they're asking the right questions. We take a step back to learn what they want to accomplish—from an economic, business, or generational point of view—and use our vast tax and business experience to design solutions that help them achieve their goals.
In significant financial transactions for our entrepreneur, mid-market, and closely held business clients, we understand what is at stake—the deal of a lifetime. More often than not, we are acting on their behalf against the largest law firms in the nation. Our sophistication, experience, and knowledge allow us to provide aggressive representation and ensure that our clients will get the best, and most tax efficient deal possible.
Our Clients Local and Beyond
With advanced degrees in tax, accounting, and LL.Ms from top national programs, including New York University and Georgetown University, we are comfortable quarterbacking all of our clients’ legal needs (not just tax needs). Our lawyers also include former CPAs and Internal Revenue Service agents who know how to collaborate effectively with wealth advisors, auditors, and other service professionals to arrive at the best business and personal results for our clients.
For example, we help property developers and agro-businesses structure large institutional investments, ensuring that they understand the tax ramifications and the economics of profit splits if the project is successful. We guide sales of wineries and vineyards to both U.S. and international investors and have helped others work through the tax implications of giving a key winemaker a piece of the business through incentive compensation or equity.
We work with companies and individuals in real estate, manufacturing, technology, and service sectors to form joint ventures, complete like-kind exchanges, and create cross-border tax plans. And, along with Farella’s well-regarded Family Wealth Practice—the largest in the Bay area—we serve tax-exempt entities in the full range of issues they encounter.
For our California-based clients, we handle California income, property, and sales tax matters.
Adding Value, Informing Business Decisions
We offer responsive, practical advice geared toward helping clients make informed business decisions (not just tax decisions)—understanding the upside and downside of a particular structure—in all situations, and we back that up with results.
Above all, we value our long-standing relationships and believe that “seeing around the corner” for our clients adds enormous value to their enterprises. They want us to respond to their crisis issues, but they also appreciate our ability to alert them to things that they may not be currently focused on and that will position them for future success..
In many ways, the technical side of a tax problem is the easy part. The hard part is looking into the future. While we dig deep to solve immediate needs and get deals done, we also work diligently to anticipate and resolve tax threats to our clients’ projects and business activities, giving them viable options and paths that they had not considered, and most importantly, peace of mind.
Tax Credit Work
In the last ten years, we have worked on over thirty rehabilitation projects where we have represented firm clients (in the historic tax credit field, we only represent the developer / project sponsor side of these deals -- as opposed to the tax credit equity investor side) and have helped successfully close transactions in which our clients have been able to syndicate the historic tax credits generated by the rehabilitation that were otherwise, due to the application of various technical tax laws, difficult for our clients to efficiently utilize and fully absorb themselves. These recent projects have, in the aggregate, entailed well over $2 billion of rehabilitation costs and, as such, in connection with the syndication of the tax credits generated from these projects our firm has aided our clients in attracting well over $350 million of cash investments into their projects.
Tax Implications in the Renewable Energy Market
Farella’s tax team works closely with our renewable energy clients to ensure that their projects leverage federal and state tax incentives. They structure projects, project ownership and development entities to minimize tax implications, which are plenty in states like California. Our deep understanding of California and federal tax regimes allows us to counsel clients for today’s need and tomorrow’s opportunity.
Regardless of the project's location (e.g., private land or public land) or where the company is organized, states like California expect multiple taxes – i.e., property, income, franchise, transfer, corporate, and LLC, to identify a few. We help our clients understand the implications of each tax and work with them to build structures that leverage the tax laws to minimize exposure and avoid scrutiny by federal and state tax authorities.
Throughout the lifecycle of an energy project, ownership may change. Each “flip” triggers a potential tax consequence…most likely an increase. Understanding the metrics behind each trigger allows our tax experts to counsel clients on any potential or actual ramifications of a structural change in the ownership from wholesale restructuring of ownership interests to a purchase of interests, through the sale of a project to a parent or other entity.
Tax is ultimately unavoidable; however, working with a team of tax experts creates the opportunity to save significant dollars in the development, use, and ultimate sale of renewable energy projects. We have developed specific expertise for solar and wind energy projects, working with energy project developers of all sizes throughout the US on public and private lands. The unique nature of each project and the goals of each ownership group require sophisticated counsel, because renewable energy projects do not lend themselves to cookie cutter, repeatable advice.
