Adrienne M. Baker
Boston +1 617 728 7151
Tax issues underlie virtually every business formation, plan and transaction - whether domestic, international or cross-border. Tax laws and regulations are more than just considerations; they often drive business strategy, structure and deal consummation.
The firm provides inventive tax solutions that meet the challenges and objectives of clients’ most sophisticated business dealings around the globe, from corporate transactions and restructurings, to financial transactions and fund formation and investing.
Dechert is ranked among the top law firms for tax law in the United States, both for international and non-contentious tax (2021), as well as in the United Kingdom (corporate tax, 2022) and in France (2021) by The Legal 500. Dechert is also ranked among the top law firms for tax law in 2021 by Chambers and Partners in the United States (New York and Pennsylvania) and in France, and the global tax practice also boasts a number of partners ranked by Chambers around the world.
Our tax lawyers guide clients through tax issues in connection with equity and debt securities offerings in the primary and secondary markets, including payment of interest, dispositions and U.S. withholding tax under the Foreign Account Tax Compliance Act (FATCA).
Our tax team advises on the complex tax issues facing U.S. and foreign investment companies, advisers, managers and distributors. We innovate so clients can meet the marketplace’s demands. For example, we obtained rulings that allow wholly-owned fund subsidiaries to invest in commodities; that qualified a venture capital fund as a regulated investment company (RIC); and structured fees paid by funds and their advisers to avoid preferential dividend concerns. We advise on tax issues pertaining to all types of U.S. and non-U.S. funds (e.g., fund of funds, master-feeder, hedge, offshore, venture capital, exchange-traded and commodity), fund mergers and reorganizations, diversification requirements and dozens of other related issues.
A key niche area for the firm is permanent capital, which is a growing development in the private equity industry. Our tax lawyers advise on the tax consequences of various permanent capital vehicles, including business development companies (BDCs), master limited partnerships (MLPs), real estate investment trusts (REITs) and closed-end funds. Another key area for our tax lawyers is middle market private equity. Our tax lawyers, working alongside Dechert’s top-ranked private equity team, advise middle market private equity firms on holding company structures, exit and financing strategies, management fees and other tax planning issues.
U.S. tax lawyers focus on REMIC, FASIT and other CMBS structures as well as on REITs and other investment vehicles in the commercial and residential mortgage sector. UK tax lawyers also possess unique expertise in VAT, stamp duty and company taxation in the real estate finance area. Our practice also includes advising on withholding tax issues, treaty matters and a host of related tax considerations.
Our tax lawyers address requirements for charitable clients eligible for exemption from federal and state income, sales and real estate taxes, as well as the unique federal tax issues facing private foundations like compensation under the self-dealing excise tax and restrictions on lobbying, political activity and investments.
Our tax lawyers advise sovereign wealth funds on investments, co-investments, global tax planning and asset management strategies, both in the U.S. and globally.
Tax and transactional lawyers collaborate on structuring, negotiating and executing taxable and tax-free transactions that include domestic and cross-border mergers and acquisitions, joint ventures, leveraged buyouts, spin-offs, divestitures and liquidations.
Our tax team advises on the tax aspects of U.S. and multi-jurisdictional restructurings, bankruptcies and workouts; international financings and recapitalizations; and related executive compensation structures.
Dechert has led a significant number of large, complex structured finance and securitization transactions involving a variety of asset classes and securitization structures. Our tax team advises on tax issues pertaining to issuers and underwriters, asset originators and special purpose entities/vehicles (SPEs/SPVs). Our lawyers also advise on the taxation of derivatives, including swaps, futures contracts and options contracts. Our lawyers are equally proficient advising in U.S. domestic and cross-border transactions. Dechert is also a leader in structuring new risk retention vehicles in response to Dodd-Frank’s risk retention rules. Our lawyers have developed innovative structures that minimize both risk and compliance burdens.
For multinational clients, our tax lawyers develop and implement transfer pricing strategies that comply with the transfer pricing rules of relevant jurisdictions and support clients’ overall international tax plan.
Our tax team collaborates with the ERISA/employee benefits team to design defined benefit and defined contribution plans and other tax-qualified plans, employee stock purchase plans and profit-sharing arrangements. Our tax lawyers also advise on the tax implications of executive compensation plans, and advise on the particularly complex tax and employee benefits issues that U.S. and foreign investment companies, investment managers and distributors face.
We represent clients in audits, administrative appeals and court proceedings before the U.S. Tax Court, Court of Federal Claims, U.S. federal district courts and circuit courts of appeal and the UK High Court and Court of Appeal, as well as in disputes and investigations by the UK’s Inland Revenue and HM Revenue & Customs.
We represent multinational corporations in connection with their tax planning and structuring needs around the globe.
To meet the demands of clients operating in multiple countries and U.S. jurisdictions, our tax lawyers have an in-depth knowledge of their resident country’s tax system as well as the tax and transaction structures of the major trading nations. In fact, we have tax lawyers located across major financial centers worldwide, including Boston, Frankfurt, New York, London, Luxembourg, Paris, Philadelphia and Washington, D.C. Nearly every transaction on which Dechert advises has an international component. Longstanding cross-border experience and a talent for finding fresh solutions advance clients’ business strategy and help them achieve short-and long-term business objectives.