The tax group works together with our transactional attorneys in advising private equity funds, hedge funds, and other investment funds on fund formation and acquisitions of portfolio companies. Our tax group provides clients with a wide range of tax services.

These include tax structuring and planning in connection with mergers; acquisitions and joint ventures; transfer pricing; business formation and organization; capital markets; real estate investment/financing; derivatives and financial instruments; and dispute resolution and litigation in various courts, including the United States Tax Court and various state tribunals.

In this regard, the group offers clients extensive experience on the tax aspects of U.S. and international transactions. Our tax attorneys have advised a variety of clients, including multinational enterprises (both public and private corporations), sovereign wealth funds, and other tax-exempt entities with respect to major M&A transactions and IPOs (both pre-IPO reorganization as well as the offering itself) across an array of industries, including commodities, energy, technology, manufacturing, and real estate, among others.

Our range of services includes:

  • Advising U.S. clients who operate internationally regarding cross-border tax issues such as income deferrals and U.S. tax laws concerning controlled foreign corporations and foreign passive investment companies; the availability of and strategic planning for the use of foreign tax credits; transfer pricing arrangements; and the various developments resulting from the Tax Cuts and Jobs Act of 2017 (including GILTI and FDII).
  • Advising non-U.S.-based clients that operate or invest in the United States on inbound tax issues, including how to expatriate earnings from U.S. operations efficiently and determining whether the client’s investments or operations constitute either a U.S. permanent establishment or the conduct of a U.S. trade or business.
  • Serving as tax advisor for U.S. real estate development projects, providing both pre- and post-formation tax planning, structuring investment vehicles to optimize after-tax returns for foreign investors, and determining whether any income earned from U.S. investments is subject to U.S. withholding taxes.

Barton’s tax group is well-versed regarding international tax issues and maintains a diverse international client base. Our attorneys also participate in a variety of international tax organizations and continue to cultivate well-established relationships with top tax advisors all over the world. Members of our tax team regularly speak about and lead discussions on cutting edge international tax issues.

Additionally, we regularly counsel senior management and business owners regarding executive compensation arrangements, both domestic and cross-border, giving due regard to the tax considerations of both employers and employees.

Work in this Area

Tax

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Representative Matters
  • Counsel to One of World’s Largest Commodities/Mining Companies
    • Served as U.S. tax counsel to one of the world’s largest commodities and mining companies in its pre-IPO reorganization and IPO, advising it on complex U.S. tax and executive compensation matters.
  • Tax Advisor to U.S. Developers and Investors
    • Served as tax advisor to both developers and investors in U.S. real estate development projects, providing both pre-and post-formation tax planning and the structuring of investment vehicles to optimize after-tax returns for foreign investors.
  • Advisor Regarding Maximizing Predevelopment Capital Gain
    • Advised client on maximizing predevelopment capital gain accrued prior to condominium development.
  • Establishes and Implements Transfer Pricing Policies
    • Regularly assists clients in the establishment of transfer pricing policies, including implementing beneficial cost-sharing and other arrangements.
  • Advisor Regarding Preservation of Net Operating Loss Carryovers
    • Advised both public and private companies on preservation of net operating loss carryovers.
  • Tax Counsel to Canadian Investment Companies
    • Served as tax counsel to various Canadian investment companies in connection with their establishment and issuance of publicly traded partnership interests.
  • Strategically Planned Cross-Border Transactions
    • Provided planning on various cross-border sales of physical commodities and related hedging transactions.
  • Advised Issuers and Banks on Foreign Corporations
    • Advised both issuers and investment banks regarding the treatment of foreign corporations as to their status, or avoidance of status, as passive foreign investment companies (“PFICs”).
  • Achieved Optimum Tax Benefits for Employers and Employees
    • Structured multinational equity-based executive compensation programs to achieve optimum tax benefits for employers and employees in multiple jurisdictions.
  • Advisor to One of World’s Largest Foreign Publicly Traded Corporations
    • Advised one of the world’s largest foreign publicly traded corporations with respect to its distributions being treated as qualified dividends.
  • Advised on Transfers of Proprietary Technology
    • Advised clients on the tax aspects of transfers of proprietary technology (including patents).
  • Advisor to Multinational Families in Business and Tax Matters
    • Advised multinational families with regard to their global investments, business activities, and U.S. tax compliance requirements.
  • Tax Counsel in Restructuring of S Corporation’s Business
    • Served as tax counsel in the restructuring of an S corporation’s business for estate planning purposes.
  • Advisor in $1.5 Billion Merger
    • Advised a Canadian minerals company in its US$1.5 billion merger with another minerals corporation.
  • Advisor in C$2 Billion Meger to Create Global Company
    • Advised a Canadian lumber company in its C$2 billion merger with another lumber company to create a leading global wood products company.
  • Advised Corporation in $375 Million 144A/Reg. S High-Yield Debt Offering
    • Advised a publicly traded electronics corporation in its US$375 million 144A/Reg. S high-yield debt offering of 6.50% senior secured notes and related tender offer and consent soliciation for all of its US$350 million 9.50% senior secured notes.
  • Tax Counsel toREIT in Multi-million Dollar Offerings
    • Served as tax counsel to a publicly traded Canadian operating company in connection with the formation of a Canadian REIT and served as U.S. tax counsel to the REIT in its C$460 million initial public offering of trust units and concurrent C$600 million offering of senior unsecured debentures.
  • Tax Counsel for C$240 Million Offering
    • Served as tax counsel to a Canadian corporation in its C$240 million offering of subscription receipts.
  • Successfully Resolved Disputes with Taxing Authorities
    • Represented multiple clients in resolving open disputes with taxing authorities.
  • Successfully Structured Business Transactions
    • Represented multiple clients in structuring business purchase and sale transactions.
  • Managed British Corporation’s Sale of U.S. Subsidiary
    • Represented a British corporation in the sale of a U.S. subsidiary, including the termination of a cross-border option compensation plan.