General Tax
Corporate Tax
Partnership Tax
Estate Tax, Gift Tax, and Generation Skipping Transfer Tax
International Tax
Exempt Organizations
Employee Benefits
Tax Controversies
Tax Crimes

General Tax

Every day, taxpayers make important business and personal financial decisions that can affect their tax burden. At The Ratliff Law Firm, our primary goal is to ensure that our clients are well informed on the tax consequences of their decisions and are given the opportunity to consider alternate approaches aimed at reducing their tax burden. Call us for:

• counseling on day-to-day tax planning and business decisions
• advice on corporate acquisitions, mergers and divestitures
• structuring your business to maximize tax advantage
• business and tax planning for high net worth individuals/families

Corporate Tax

Our attorneys 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 can secure advance rulings from the corporate tax division of the IRS Chief Counsel's office. We have filed ruling requests and have substantial experience handling corporate tax disputes with the IRS, including at the examination, technical advice, and Appeals Office levels. 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 have been are called upon to give a "second" opinion on a transaction involving complex or novel legal issues. Our corporate tax services include:

• 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

Partnership Tax

The Ratliff Law Firm attorneys are trained and experienced in utilizing partnerships to fashion tax efficient strategies. Consult us for the counseling and drafting of:

• partnership agreements
• limited liability company agreements
• subchapter S corporation documents
• purchase and sale documents
• financing documents
• compensation planning
• tax analyses
• requests for formal tax opinions
• securities disclosure documents
• specific entities (e.g. REITs and REMICs)

Estate Tax, Gift Tax, and Generation Skipping Transfer Tax

Going hand in hand with our Estate Planning practice, our attorneys deal with transfer tax issues (Estate, Gift, and Generation Skipping Transfer) on a daily basis. Our attorneys are licensed in Tennessee, which imposes an inheritance tax and which is one of only a few states with a state gift tax. As a result we are familiar with both state and federal transfer tax issues, and the interplay between federal and state taxes. We can help you plan to transfer assets to younger generations in a tax efficient manner. We can provide legal advice on these issues, and typically do that in the following formats:

• sophisticated estate planning
• gifting programs
• business succession planning
• family limited partnerships and LLCs
• dynasty trusts
• charitable lead trusts, charitable remainder trusts or other tax-favored means

International Tax

If you are a U.S. citizen with income or operations abroad, or a foreign person with income or operations in the U.S., you are confronted with an array of international tax issues. The Ratliff Law Firm's attorneys provide the full spectrum of tax services for our business and individual international tax clients, with a particular focus on:

• structuring international transactions, operations and investments
• maximizing/substantiating foreign tax credits
• advising on withholding issues
• resolving transfer pricing issues
• interpreting US tax treaties
• handling competent authority cases
• negotiating advance pricing agreements
• structuring/evaluating financial products

Exempt Organizations

The rules governing creation, operation, and dissolution of exempt organizations are technical and careful compliance with these rules is a necessity. If you are an established exempt organization or are thinking of seeking tax-exempt status for your entity, The Ratliff Firm has the experience you need to accomplish your goals. We provide services in the following areas for our clients:

• establishing or restructuring an exempt organization
• complying with restrictions on your ability to lobby
• managing business activities and UBIT liability
• facing an IRS audit
• complying with private foundation rules
• raising revenue and diversifying services through joint ventures with businesses and nonprofits
• monitoring legislative and regulatory developments and advancing a legislative or regulatory strategy

Employee Benefits

Employers and plan service providers constantly face difficult technical questions requiring skilled legal advice. The Ratliff Law Firm's attorneys provide the following services:

• qualified plan design
• qualified plan administration
• transactions affecting qualified plans
• representation before the IRS
• complying with ERISA
• counseling on executive compensation
• advising on health and welfare benefits
• representing tax-exempt and governmental employers
• counseling financial institutions and service providers
• resolving employee benefits disputes
• non-qualified deferred compensation plans

Tax Controversies

Clients call upon The Ratliff Law Firm for our broad knowledge of the tax controversy process and our relationships with the IRS and foreign tax authorities. Dealing with the IRS at all levels is an integral part of The Ratliff Law Firm's domestic and international tax practice. We handle IRS examinations at the revenue agent level, either directly or behind the scenes as an adjunct to our client's tax compliance department. We also take charge of an IRS examination at the IRS Appeals Office level, preparing a comprehensive written protest and negotiating with the Appeals Officer. We also assist clients in dealing with ancillary issues relating to a tax dispute, such as financial statement disclosure, tax reserve provisions, and tax return treatment of disputed issues going forward. Through it all, we maintain high professional standards and draw upon our excellent reputation at the IRS, all of which insures the benefit of our clients.

We can also assist you when you or your company are concerned about a potential criminal investigation, if someone has threatened to report you to the IRS, if you or an employee has received a summons or subpoena, or if you have been contacted by IRS agents. Call us when:

• You are apprised of the commencement of an examination so that we can advise you on logistics, day-to-day dealings with IRS agents, and handling of sensitive issues.
• You need behind-the-scenes assistance with monitoring the examination, providing procedural guidance to your compliance people, and written product responding to legal and sensitive factual questions.
• You need a skilled representative to deal directly with the agents and to control the examination.
• You anticipate receiving or receive a Notice of Proposed Deficiency ("30-Day Letter), and wish to take the case to the IRS Appeals Office.
• You are planning a transaction that requires a ruling from the IRS National Office or are in the midst of an IRS examination that requires Technical Advice from the IRS National Office.
• You need favorable IRS or Treasury action in the form of an administrative announcement, revenue ruling, or Treasury Regulation.
• You would like to pursue the IRS mediation procedure.
• You need Competent Authority assistance.
• You have an international tax controversy.

Tax Crimes

If you or your company are concerned about a potential criminal investigation, if someone has threatened to report you to the IRS, if you or an employee has received a summons or subpoena, or if you have been contacted by IRS Agents, call on us to:

• represent you in a criminal investigation
• advise you on voluntary disclosures