Stephen Hamilton is a tax partner who concentrates primarily on the tax aspects of major business transactions. He focuses on avoiding tax pitfalls and finding creative and practical structural solutions to tax problems for his clients.
Business Transactions. Steve's practice includes mergers and acquisitions, representing both buyers and sellers, both public companies and owners of closely-held businesses, in numerous transactions every year. He has facilitated many substantial transactions by enabling the parties to achieve significant tax savings with his tax planning ideas.
Corporate Tax Planning. Steve has extensive experience in corporate tax matters. He advises clients on issues relating to consolidated returns, the preservation and utilization of net operating loss carryovers, spinoffs, liquidations and other corporate restructurings, executive compensation, real estate investment trusts and Pennsylvania corporate taxes. He regularly deals with tax concerns of regulated investment companies. Steve has also assisted many clients with respect to the tax aspects of closely-held corporations, including S corporation issues.
Partnership Tax Planning. Steve also concentrates on partnership matters. His work for clients in this area includes the formation and offerings of private equity funds and other limited partnerships, the preparation and negotiation of limited partnership and joint venture agreements, limited liability companies, structuring of New Markets Tax Credit transactions, like-kind exchanges, sale-leasebacks and tax planning in connection with transfers and liquidations of partnership interests and workouts of partnership debt.
International Tax Planning. Steve has experience in a range of international tax matters. He has worked for both domestic and foreign clients, dealing with multinational corporate acquisitions and restructurings, tax treaty and withholding tax issues, foreign tax credits and planning for both inbound and outbound investment. He has advised clients regarding the federal income tax laws on controlled foreign corporations, passive foreign investment companies and foreign currency. He serves as U.S. tax counsel to the world's second largest cruise line company.
State and Local Taxes. Steve has experience in state and local tax matters. He regularly deals with state and local tax planning and tax due diligence in connection with mergers and acquisitions transactions. He also deals with such issues in connection with entity formation and other structuring matters. His experience includes Pennsylvania and Philadelphia taxes in particular, but he has also dealt with a wide range of other taxing jurisdictions.
Tax Litigation. Steve has handled many tax controversy matters, representing clients in disputes with the Internal Revenue Service, the Pennsylvania Department of Revenue and the Philadelphia Department of Revenue, and appearing in courts including the U.S. Third Circuit Court of Appeals. He has a track record of achieving excellent results for his clients in cases involving a wide range of subjects, including net operating loss carryovers, debt discharge income, purchase price allocation, research tax credits, executive compensation, theft loss deductions, hobby loss issues, estate tax valuation of closely held companies, charitable contributions, payroll withholding taxes, aircraft fuels, cruise line passenger and coal excise taxes, Pennsylvania income, realty transfer and sales and use taxes, and Philadelphia and other local business privilege, net profits and property taxes.
Other Tax Matters. Steve's practice encompasses many other issues, including the treatment of debt, tax accounting, employment taxes and tax aspects of litigation. He represents clients in obtaining rulings, legislative and regulatory relief.
Professional Background. Steve served as chair of the firm's Business Tax Group from 1999 to 2008. He clerked for United States Circuit Judge J. Edward Lumbard of the Second Circuit Court of Appeals and practiced with Paul, Weiss, Rifkind, Wharton & Garrison in New York City before joining Drinker Biddle & Reath in 1988. He is a fellow of the American College of Tax Counsel, a member of the Partnerships and LLCs Committee of the American Bar Association Tax Section, and a former chairman of the Federal Tax Committee of the Philadelphia Bar Association Tax Section. He is listed in The Best Lawyers in America.