Lawyers in this practice represent clients in a variety of transactions, including domestic and international mergers and acquisitions, equity and debt financings, leasing transactions, financial products, venture capital and restructurings. The firm advises foreign clients on the formation and operation of their U.S. businesses, while also counseling U.S. clients on the complex tax aspects of their foreign operations. The lawyers in the Tax practice also have significant experience in fund formation and joint venture planning. The firm represents numerous clients in tax controversies at both the field office and appeals levels, and before various courts. Kelley Drye’s tax lawyers work in concert with the firm’s other corporate practice areas to provide comprehensive advice and guidance to clients making major strategic moves and refining existing operations for greater profitability and success.

Kelley Drye’s Tax practice has extensive experience in these areas:

Corporate Transactions–Representing both public and private companies as either acquirers or targets in taxable and tax-free reorganizations. The firm advises on divestitures and restructurings such as recapitalizations, liquidations and spin-offs. Tax lawyers use their mergers and acquisitions skills to assist multinational companies in establishing themselves in new foreign markets in tax-advantaged ways.
International Tax–Advising foreign clients on formation and operation of their U.S. businesses, corporate and real estate investments, intercorporate transactions, repatriation of earnings, and transfer pricing. Tax lawyers also use their knowledge of tax treaties to plan tax-efficient, in-bound and out-bound structures. The firm advises U.S. clients on the complex tax aspects of their foreign operations, including issues relating to controlled foreign corporations, foreign personal holding companies, foreign tax credit planning, passive foreign investment companies, and currency and interest rate swaps.
Debt and Equity Financing–Assisting public companies in issuing notes, units and common and preferred stock on the public markets, and advising both lenders and borrowers to bridge loans, mezzanine financing arrangements and credit agreements. The practice’s lawyers represent clients issuing the latest financial products available and have provided advice on sophisticated financial investments.
Real Estate–Advising clients in all aspects of real estate investment, including partnership structures, leasing, Real Estate Investment Trusts (REITs) and sales of mortgaged-backed securities. The firm has represented clients in all aspects of developing real estate projects, including project finance issues and foreign real estate issues. Foreign and U.S. clients look to the firm for help with acquisitions, dispositions, structured financing, workouts and tax-free exchanges of real estate.
Telecommunications–Advising clients in all aspects of tax planning, in structuring sales of capacity and the taxation of indefeasible rights of use. The firm represents companies expanding their telecommunications practice in emerging markets. The practice group’s lawyers have in-depth skill in addressing federal excise tax, universal service charge, and taxation of Internet transmittal and other telecommunications products.
Private Equity and Venture Capital–The Tax group is an integral team member in the firm’s private equity and venture capital practices, representing private equity and venture capital funds and their portfolio companies throughout the cycle of fund formation, investments, acquisitions, portfolio company operations and divestitures. Kelley Drye’s tax lawyers provide cogent analysis, innovative thinking and a practical, real-world approach in helping our clients achieve their investment objectives in the most tax-advantaged manner.
Exempt Organizations–Representing tax-exempt organizations, securing tax-exempt status for clients, and counseling on general tax issues, investments, unrelated business taxable income issues and prohibited transaction issues.
Tax Controversies–Representing corporations, partnerships and individuals in tax controversies with federal, state and local taxing authorities at both the agent and appeals levels, and before various courts.
State and Local Tax–Advising clients regarding all aspects of state and local tax, including income, franchise, sales and use, transfer and property taxes. Lawyers in this practice regularly advise clients to ensure that their business activities are structured to minimize state and local tax consequences.