Applying sound tax strategy is paramount in every business decision. Whether the transaction involves a merger, acquisition, restructuring, refinancing, workout, or public or private offering, consideration must be given to the federal tax consequences of the proposed transaction. Mitigation of tax obligations is important to every taxpayer.

Faegre Baker Daniels has tax experience in all phases of the life of a business entity, from choosing the type of entity formed to mitigate tax consequences, to tax planning strategies, to exit the business, whether through estate planning, going public or by private sale.

Our professionals provide expertise in navigating the tax complexities and far-reaching implications in merger and acquisition transactions. Additionally, during negotiations of a purchase and sale of a business, the buyer and seller are often at odds. We help our clients navigate the negotiations related to the structure of the transaction (whether an asset or a stock purchase), purchase price allocation and tax indemnity clauses.

With nearly 400 years of collective tax experience, our team offers expertise in many other areas. We represent multiple tax-exempt organizations and real estate investment trusts (REITs) by providing advice, rendering tax opinions and obtaining letter rulings from the IRS. We provide advice and counsel in structuring transactions where appropriate to take advantage of tax statutes by providing historical tax credits, new market tax credits and low-income housing credits.

Federal Tax Audits, Appeals & Litigation

Our attorneys are experienced in representing clients in IRS audits and administrative appeals. Because our attorneys have years of experience with IRS procedures, we are able to prevent IRS agents from overstepping their authority. We have successfully quashed improper IRS summonses, including summonses demanding the production of tax accrual workpapers, and are familiar with cutting-edge privilege issues.

Our attorneys have litigated substantive tax disputes in the United States Tax Court, the United States Claims Court, federal district court and in various federal appellate courts. Our victories for clients through litigation have altered the course of federal tax policy. For example, the Eighth Circuit's holding in Wells Fargo relating to the deductibility of merger expenses led to the adoption of favorable regulations concerning transaction expenses. The Eighth Circuit's holding in Dayton Hudson relating to inventory shrinkage influenced Congress in the adoption of I.R.C. § 471(b). And the Tax Court's holding in Rauenhorst compelled the IRS to promulgate guidelines prohibiting IRS agents and attorneys from taking positions contrary to revenue rulings.