Drinker Biddle provides a full range of advice on federal, state, local and international tax matters to corporations, partnerships, nonprofit organizations and individuals. The firm has nationally recognized experience in structuring major corporate and partnership transactions (including tax-free and taxable acquisitions and dispositions); in handling significant tax litigation at the administrative and appellate levels; in counseling regulated investment companies (mutual funds) and insurance companies; in providing tax advice in connection with public and private offerings of stock, debt, partnership, LLC and REIT interests and in connection with restructuring and other work-outs; and in structuring and implementing tax deferred like-kind exchanges of real estate, aircraft and other assets. The firm also provides ongoing tax advice to business entities of all sizes and to tax-exempt organizations, with a particular focus on health care providers and institutions of higher education.

The Drinker Biddle Business Tax Group includes a former Chairman of the Committee on Federal Taxation of the Chicago Bar Association, a former Chairman of the Federal Tax Committee of the Philadelphia Bar Association Tax Section, and the current chair of the ABA Tax Section’s Committee on Sales, Exchanges and Basis. Group members have served in the IRS Office of the Assistant Commissioner, the IRS Chief Counsel Counsel’s Office, and on the American Hospital Association’s Tax Advisory Group. Most of the partners in the group are listed in Best Lawyers in America, and several are Fellows of the American College of Tax Counsel.

Tax Advice to Businesses
The firm’s business clients range in size from multi-national corporations to small businesses and include real estate investment trusts, offshore insurance companies and private equity funds, as well as general business corporations, partnerships, limited liability companies, S corporations and individuals. Drinker tax lawyers provide advice on initial structuring and capitalization and on maximizing tax benefits as the business develops. We prepare or review the discussion of tax matters contained in Securities and Exchange Commission proxy statements and public and private offerings and offer formal tax opinions. We have been particularly active in assisting in the formation, ongoing management and mergers of mutual funds; in the formation and maintenance of “captive” insurance arrangements; and in creating, consolidating and reorganizing integrated delivery systems and risk-sharing arrangements for health care providers.

We give tax advice, negotiate tax-related provisions and provide formal tax opinions on major transactions such as mergers, acquisitions, spin-offs and various other corporate reorganizations, including workout and bankruptcy situations. We also give tax advice in structuring a wide variety of equity and debt private placements, joint ventures, New Markets Tax Credit structures and other business arrangements and financing transactions.

We provide businesses with ongoing advice regarding a litany of federal, state and local tax issues. We also counsel foreign companies investing in the United States and U.S. companies operating abroad. The network of international firms comprising the World Law Group, of which Drinker is a member, has been of significant value in obtaining international tax advice for our clients.

Tax Planning for Entrepreneurs and Owners of Closely Held Businesses
The firm is particularly experienced in counseling entrepreneurs and the owners of closely held businesses. This advice typically integrates family, business and tax planning. The goals are minimization of taxation while, in many cases, implementing transition in management from one generation to another. Family counseling and its associated conflict resolution are part of this practice.

Contested Tax Matters
A significant portion of our tax practice involves dealing with the Internal Revenue Service and state and local tax authorities. We assist clients in resolving federal disputes at the revenue agent level, in the Appeals Office and through requests for technical advice submitted to the national office. We are frequently called upon to request rulings from the National Office of the IRS pertaining to the tax consequences of proposed transactions. We also represent clients before state and local tax authorities and assist them in attempting to resolve disputes administratively prior to litigation. Where settlement cannot be reached, we have litigated both state and federal matters in the courts with excellent results.

Like-Kind Exchanges
The firm represents a number of banks and other exchange intermediaries, as well as major corporations and individual investors, in connection with sophisticated tax deferred like-kind exchange transactions. Drinker tax lawyers have structured and documented innovative “reverse,” “build-to-suit” and “mass asset” exchange programs for oil and gas, telecommunication, transportation and vehicle leasing businesses, as well as for REITs and individual real estate investors.

Oversight of Tax Developments
Drinker is particularly well positioned to anticipate and to influence trends in both federal and state tax policy, to advocate clients’ positions with regard to current rulings, regulations, and legislation and to seek tax relief through changes in those areas. We have had significant success in securing specific legislative relief for various corporate and trade group clients. For example, in recent Congressional sessions we secured repeal of an excise tax on chlorofluorocarbons (CFCs) used in medically prescribed inhalers and assisted in restoring tax exemption for a risk-pooling alliance of community-based health clients.