Corporate Tax

Corporate Tax: The structure that you adopt for a corporate acquisition, combination or divestiture can have a material impact on your tax costs. If you are acquiring another business you may choose a structure that avoids immediate tax consequences to the seller but generally increases the tax cost to the buyer. Alternatively, you may choose a structure that maximizes the tax benefits to the buyer in future periods as a result of a step-up in the basis of the acquired assets, generally at the immediate tax expense of the seller. Consolidated return and net operating loss limitations may also come into play. If you are considering divesting a business, different tax structures are also available, each with its own tax costs and benefits.

In an area where form is often exalted over substance, The Ratliff Firm attorneys can help you wade through the myriad of corporate tax provisions to fashion solutions that are innovative, reliable and addressed to your specific needs. Our partners have experience working on complex corporate transactions for large and small businesses in a cross-section of industries.

In addition to helping you plan tax-efficient corporate transactions, our attorneys are adept at securing advance rulings from the corporate tax division of the IRS Chief Counsel's office. We have filed ruling requests and are known among the IRS attorneys who work on rulings in the corporate tax area. We also have substantial experience handling corporate tax disputes with the IRS, including at the examination, technical advice, and Appeals Office levels.

Finally, we provide opinion letters on complex corporate transactions in lieu of, or as a supplement to, an IRS letter ruling. We apply the highest standard of care to the preparation of our opinion letters and often are called upon to give a "second" opinion on a transaction involving complex or novel legal issues.

Our Services

Planning corporate acquisitions, mergers, divestitures, etc.
Assisting in analyzing complex corporate tax questions
Obtaining letter rulings from the IRS
Providing opinion letters and second opinions on corporate transactions
Representing clients in tax audits