Change Background
Print Page

About the Firm

Business & Taxation

The Business & Taxation Group focuses its practice on serving the needs of Northwest businesses and entrepreneurs. Lawyers in this group form and maintain business entities, serve as legal counsel throughout the life of the business, and represent the business and its owners in sales and acquisitions.

The Business & Taxation Group works with businesses and business owners within the Northwest's most prominent industries, including agriculture, wood products, manufacturing, real estate development, software, and health care.

The Business & Taxation Group collaborates with lawyers from other firm practice groups to deliver fully integrated business solutions.

The Business & Taxation Group's regular services include:

  • Entity selection and formation
  • Mergers and acquisitions, including sales or acquisitions of distressed businesses
  • Joint ventures and strategic alliances
  • Restructuring and reorganization of corporate and partnership enterprises
  • Contract negotiation and drafting
  • Succession planning and business transition
  • Corporate governance
  • Debt financing
  • Formation and governance of non-profit organizations
  • Intellectual property and licensing

Representative Transactions:

  • Sale of more than thirty nursing care facilities in eight different states to a large publicly held company for $30 million plus.
  • Sale of multi-state contracting company to a large publicly held company for $20 million plus.
  • A two-step sale of a real estate intensive business by selling the land and improvements to a large REIT for $20 million plus and the subsequent sale of the operating business to key employees.
  • Many sales of professional practices, including medical and dental practices.
 

Taxation

The lawyers in the Business & Taxation Group have extensive experience with complex tax planning and tax litigation. Tax considerations touch most aspects of doing business. Lawyers in this group assist firm clients in making business decisions that minimize adverse tax consequences, and they work closely with clients' accountants in tax planning and disputes. The Business & Taxation Group lawyers represent firm clients when they are challenged by either the Internal Revenue Service or the Oregon Department of Revenue. Two of the lawyers within the group have obtained advanced legal degrees in taxation.

  • Tax planning:  The group's lawyers frequently meet with clients and their accountants to structure business transactions and operations in a more tax efficient way. The result of such planning may lead to changes in business operations, tax free spin-offs of business divisions, mergers, more formal contracts between related entities, the use of new or different business entities, etc.
  • Tax disputes: The group's lawyers work closely with the client's accounting team in audits and in the appeals process. Their representation occurs both at the administrative level before an appeals officer, as well as in both state and federal tax court.
  • Property Taxation: The group's lawyers regularly assist owners of commercial and industrial properties in disputes regarding the tax-assessed value of their properties. They work closely with qualified appraisers to prepare and present the client's case at both the Board of Property Tax Appeals and the Oregon Tax Court. In many cases, a successful appeal will result in significant tax savings on large properties.

Representative Transactions:

  • Separation of business divisions and distribution to corporate shareholders by tax-free spin-off in an effort to minimize future management disputes and to reduce the future tax burden on continuing operations.
  • Representation of an Oregon corporation in tax-free acquisition via merger with large, publicly held acquirer.
  • Representation of a taxpayer in the sucessful appeal of an adverse decision by the U.S. Tax Court to the Federal Circuit Court for the Ninth Circuit Court of Appeals.
  • Representation of property owners involving appeals to the Oregon Tax Court which saved the clients hundreds of thousands of dollars in property taxes.