Tax Planning for Business Transactions

Tax Planning for Business Transactions


Every business transaction has tax consequences.  Some transactions are significantly more complex than others, and a lot can be at stake.  Whether a business is facing an IRS tax audit, a sophisticated business transaction or a payroll tax controversy, sound legal advice is essential.  We can help you avoid tax missteps.

Business tax planning is centered on the tax consequences of major transactions.  Advance planning is critical.  The firm acts as tax counsel for privately held businesses and advises on structuring acquisitions and dispositions, mergers and spinoffs. We advise business owners, executives, attorneys, investment bankers, business brokers, and accountants on tax-favorable acquisitions and dispositions.  While we advise solely on the tax aspects of an acquisition, we frequently act in a lead counsel capacity and handle all transactional aspects of the deal.  We routinely represent clients in buying or selling businesses, including negotiation, documentation, and closing of the transaction.


Transactional tax planning highlights:

  • Structured multiple sales of business assets in a highly tax-efficient manner
  • Designed partnership allocations and compensatory equity structures
  • Achieved deemed asset treatment of stock sale by way of Section 336(e) election for qualified stock disposition shortly after regulations became effective
  • Implemented deemed asset treatment of stock sale by way of Section 338(h)(10) qualified stock purchase
  • Modeled post-2020 tax consequences and options for sale of a family-owned business closing after presidential election and before December 31, 2020
  • Developed post-2018 analysis and full implementation of design of a tax-efficient structure for a family-owned business in the highest marginal tax bracket
  • Assisted with obtaining a Private Letter Ruling from the Internal Revenue Service on Section 355 spin-off of appreciated corporation assets out of corporate solution (one of the very last ones before the IRS discontinued the Section 355 ruling request program in 2013)
  • Structured and documented debt treatment for tax purposes where debt over equity treatment is tax-significant
  • Advised U.S. real estate investors on a flow-through structure and buy-out vs. redemption


We also offer assistance with the following business tax planning matters:

  • Pre-acquisition tax due diligence
  • Taxation of transactions involving intangible assets - intellectual property (patents, trademarks, and copyrights) and section 197 intangibles (goodwill, workforce, knowhow, lists, systems, designs, and others)
  • Structuring tax-efficient business entities
  • Structuring partnerships and joint ventures
  • Tax-free and taxable acquisitions and reorganizations
  • Inbound cross-border tax planning for non-US investors and businesses


We offer comprehensive tax representation before the Internal Revenue Service, U.S. Tax Court, and state tax authorities:


What's next? Contact us today!

Petrova Law is a boutique business law firm focused exclusively on tax and business law matters.  The firm assists businesses with tax strategy, IRS representation, M&A, and general corporate law law from startup launch through growth and maturation to exit and succession.

For more information, call us today at (336) 310-1210, email us, or contact us online.