Tax Law

Innovative tax strategies for federal and state tax matters.

Downs Rachlin Martin’s tax attorneys have an excellent reputation for providing creative and practical legal solutions to federal, state and local tax matters stemming from our clients’ activities and transactions. We provide tax advice and planning to clients on a wide range of corporate and commercial issues, executive compensation and benefits, gift and estate tax planning, partnerships and transactions involving United States investments by foreign entities and individuals. Additionally, we counsel captive insurers on how to optimize tax advantages available to insurance companies.

Our service knows no bounds.

We advise clients regarding a variety of state and local tax matters, including tax audits, appeals and structuring business activities to minimize state tax liabilities. Our areas of focus include:

Corporate and commercial issues. Downs Rachlin’s tax team advises businesses on formation issues such as choice of entity, represents buyers and sellers in stock and asset acquisition transactions, devises structures that efficiently achieve our clients' goals and drafts agreements that protect clients from tax liabilities not expressly assumed. Our clients benefit from our substantial experience with corporate reorganizations, consolidated and unitary return issues.

Federal and State Tax Credits. We advise developers, for profit and non-profit organizations in connection with financing structures utilizing New Markets, Historic Rehabilitation, Low Income Housing and Alternative Energy Tax Credits. We also advise institutional lenders in leveraged credit transactions and tax credit investors.

Executive compensation and benefits. We counsel clients with respect to a full range of employer-provided cash and non-cash benefits, including low and no interest loans, education assistance programs, stock options (ISOs and NQSOs), phantom stock, restricted stock and deferred compensation arrangements. We review cafeteria and non-qualified retirement plans to ensure compliance with ERISA and Section 409A of the Internal Revenue Code.

Partnerships. We have extensive experience with partner and partnership tax issues including the concerns of general partnerships, limited partnerships and limited liability companies. We work primarily with real estate development and investment ventures, but have also been engaged to develop joint venture agreements between large manufacturing entities.

United States investments by foreign entities and individuals. We concentrate primarily on issues arising from inbound transactions, including withholding rules, treaty interpretation, transfer pricing, "doing business" analysis and FIRPTA. We also have experience with foreign sales corporations and controlled foreign corporations.

Captive insurance. We advise our captive insurance clients about how to secure qualification as an insurance company for federal tax purposes, state premium taxation, self-procurement taxes and the federal preemption of state taxation of risk retention groups and to attain qualification as a supporting organization when formed to insure the risks of related tax exempt entities.

Our clients include tax-exempt entities engaged in health care, education and related activities. We are tax counsel to a number of tax-exempt organizations. Our work includes advice in connection with qualifications for exemption, unrelated business income issues, endowment funds, intermediate sanctions and compensation and benefit matters, as well as exemptions from taxation on real and personal property, and the sale and use of tangible personal property.

Local roots, global reach.

As the exclusive member firm for Vermont of Lex Mundi, the world’s leading association of independent law firms, Downs Rachlin has immediate entrée to more than 20,000 lawyers in 160 prominent and successful law firms with more than 600 offices in 120 countries. The firm’s association with Lex Mundi gives Downs Rachlin’s clients the added benefits of:

  • access to local market knowledge and experience
  • relevant industry focus
  • sound business and language skills, and
  • responsive service.

Recent Accomplishments

Clients with complex tax matters benefit from the comprehensive knowledge and skilled strategies employed by Downs Rachlin’s tax lawyers. On behalf of clients, we have:

  • Reviewed client tax returns and discovered mischaracterization of income and omitted and underutilized deductions worth hundreds of thousands of dollars.
  • Devised organizational structures that avoid or mitigate cancellation of indebtedness income and the maintenance of net operating losses and other tax attributes.
  • Identified and formed a solution to an issue affecting the deductibility of interest critical to the success of a major refinancing utilizing pay-in-kind notes.
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