Mergers & Acquisitions Global Tax Planning
On tax due diligence, we identify parties’ historical, ongoing and potential risks and plan tax optimization strategies, assess the amounts and risk probabilities, and advise on the tax aspects of Sales and Purchase Agreements, minimize tax costs and post-closing tax liabilities.
On tax structuring: we design and elaborate on tax efficient structures for acquirers and target companies, minimize transaction taxes, advise and design tax efficient gain repatriation, carve-outs and exits. We review and summarize parties’ tax situation, anticipate transaction structuring needs, achieve ongoing and post-closing tax efficiency. We review and advise on U.S. tax reform, Tax Court and appeal court tax rulings. We provide advance comfort, and clarification on pre-closing carve-outs, tax treatment of sales proceeds and gains, transaction taxes and repatriation taxes.
Tax Efficient, Structured Transactions
Loan and capital investment structuring, international tax planning.
Global tax planning for multinational companies, funds and high net worth (HNW) individuals, especially with regard to U.S. immigration related tax planning, risk assessments.
Trusts & Family Trust Fund Formation
“Happy families are alike,” they plan family trust funds, wealth and estate transfer well. To counsel and advise on family trust and estate matters, we apply in-depth, thorough reading of State trust law statutes, case and common law, US tax code, Treasury Regulations, Tax Court case law and applicable treaties.
In addition to following the developments and ongoing reform of US tax law, we endeavor to be well-versed on leading State trust law jurisprudence (including Alaska, Delaware, South Dakota and Wyoming).
We serve family offices, family trust funds and HNW individuals; draft all forms of trust documents (Charitable Trust, Dynasty Trust, Family Trust, GRAT, ILIT—Life Insurance Trust, etc.). We design and implement tailored, client-specific wealth and estate planning trusts.
We identify and help to implement strategies for minimizing transfer taxes—including gift, estate and generation—skipping taxes; respond to and address clients’ specific planning needs—including transactional planning and structuring, complex inter-generational wealth transfer, trust asset protection and distribution planning strategies.
Due Process Appeals(DPA) & Tax Court Litigation
IRS Competent Authority Procedure; Tax Treaty Arbitration
Crypto (Virtual Currencies) & Blockchain Law
We have bona fide, hands-on technical knowledge on crypto space. We counsel and advise crypto space clients on taxation of crypto (Virtual Currency) transactions, trading, acquiring and issuing crypto coins/tokens, digitized assets. We represent crypto clients before courts, government agencies and IRS on tax audits, investigations, enforcement actions, and also review, file and amend tax returns with regard to crypto asset income/capital gain reporting.
The fast growth blockchain and crypto powered technologies in Fintech bring forth the urgency and importance of regulatory compliance. In addition to complying with U.S. securities law, the new industry faces a wide range of regulatory compliance issues, such as data privacy, broker/dealer, Investment Adviser (IA) registration, IP, patents and copyrights protection, and dispute resolution.
We’re familiar with Blockchain and crypto technologies powering Web3 based dApps, currency tokens/coins, cross-border payment solutions and NFTs. To help client explore many facets of the Blockchain and crypto technologies, we offer end-to-end legal services, from capital raising, AML/Sanctions compliance, currency regulation and taxation, to dispute resolution to government relations.
We specialize on money transmission, KYC/AML and US financial regulations as related to Crypto (Virtual Currencies) and Blockchain technologies. We counsel and advise clients on digital asset/crypto exchanges, issuance, securitization, trading and financing regulations.
We advise and prepare client’s application for FinCEN registration, banking licensing application, state money transmission license application. Draft and prepare operating policies on compliance with US financial regulations (such as Bank Secrecy Act and PATRIOT Act), develop and guide client to implement Anti-money Laundering, Sanctions compliance, and general regulatory compliances.
Securities Law Compliance; Investment Adviser Act
We interpret and apply US Securities Act and Exchange Act as applied to the cutting edge space of crypto offerings, digital token/coin offering, trading and exchange transactions.
Our lawyers draft legal opinions on crypto tokens/coins qualifying as “securities” under 1933 Securities Act; draft Private Placement Memoranda on coin/token currency offerings, prepare opinion letters and guidance on Securities Act and related regulatory compliance. We structure tokenized securities as exempt offerings under Reg D, Reg A, and Reg S. We also guide and represent clients on related state securities law compliance.
We counsel and advice clients on compliance with the Investment Advisers Act and Investment Company Act of 1940 (as they relate to investor due diligence, crypto/digital asset protection, etc.)