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230 CONCERNING RELIANCE OPINIONS, MARKETED OPINIONS,
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Estate Planning: If you have a well-drafted estate plan
in place, you'll ensure that your estate passes to whom you
want, when you want, and is carried out in the manner you've
chosen. You can rest assured that your family won't have to
endure the public process and costly matter of probate. The
government won't be able to take what you've spent a lifetime
building. But you need to be aware of the many options that
exist in estate planning - and you must choose your estate planning
attorney wisely. We offer a wealth of free information and free
estate planning/living trust seminars for residents in and around
the Southwest Virginia/Northeast Tennessee area. Schedule today!
We want you to feel confident about the choices you make - let
us be your guide on the path toward preserving your family's
future. Our services meet any planning need. There is no estate too large or too small. |
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Exit Planning: Do you find yourself thinking about getting
out of your business? Are you wondering how to groom a successor?
Is passing your company on to your children becoming increasingly
unlikely? Are you getting tired of fighting the alligators
and want a different challenge? Does the whole succession
idea seem overwhelming?
If
you can answer "YES!" to any of these questions,
it is time for you to create an Exit Plan. If you don't know
how to get started, you are not alone. Few, if any, business
owners know how to leave their businesses in style.
Leaving in style means leaving your business to the successor
you choose, for the price you want at a time you pick. An
exit plan makes all that possible. The Ratliff Firm
wants to establish a beneficial, trusting relationship with
your business so that you can "leave in style."
Schedule an appointment with our office for a free PowerPoint
presentation on exit planning! |
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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. |
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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
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Employee Benefits:
Employers and plan service providers constantly face difficult technical
questions requiring skilled legal advice. The Ratliff Firm's employee
benefits attorneys provide the following services: |
Design
and Administration of Qualified Plans
As
an employer, you want to structure your qualified retirement
plan to provide maximum value to employees at a reasonable cost
to your business. Proper design and administration of your plan
are critical to your objectives. Above all, you want to ensure
that your plan satisfies the complex rules for tax qualification
while preserving flexibility to respond to changing needs of
your workforce.
The
Ratliff Firm can provide comprehensive legal help for every
aspect of your qualified plan. We have broad expertise in the
design, administration, and restructuring of 401(k) and other
defined contribution plans, traditional defined benefit plans,
hybrid plans (such as cash-balance plans), ESOPs, and innovative
approaches to plan design. Whether you are a large corporation,
a tax-exempt entity, a state or local government, or an international
organization, we can help you put a qualified plan into place
and maintain compliance with the fast-changing tax and ERISA
rules.
Our
Services
Qualified
Plan Design
Advising
on plan design choices
Advising
on technical qualification issues
Drafting
of plan documents
Drafting
of employee communications
Filing
for IRS determination letters
Qualified
Plan Administration
Advice
on plan operational issues
Advice
on strategies for correcting plan defects under EPCRS
Representation
on IRS filings for plan corrections (VCR, Audit CAP, Walk-in
CAP, and TVC)
Transactions
Affecting Qualified Plans
Negotiating
treatment of employee benefits in corporate mergers and acquisitions
Structuring
deal terms for plan spin-offs, mergers, and other activities
Providing
legal advice on strategic uses of qualified plans for workforce
restructuring's, including early-retirement windows, downsizing's,
and phased retirement
Representation
Before the IRS
Sponsoring
and administering an employee benefit plan requires that you
deal with the IRS. Whether you need a letter ruling on a technical
issue, approval of a plan correction under EPCRS, or representation
on an employee plans audit, you want skilled counsel at your
side who know the key policymakers at the IRS.
At
The Ratliff Firm, we constantly represent clients before the
IRS in the most difficult employee benefits matters. Our lawyers
have significant experience working with key personnel at the
IRS, both in government service and in private practice.
Our
Services
Representation at the IRS, both in the national office and in
the field
Preparation
of letter ruling requests and technical advice requests
Representation
before the IRS on EPCRS matters, including VCR, Walk-in CAP,
TVC, and Audit CAP
Representation
in IRS employee plans examinations
Negotiation
of closing agreements
Litigating
disputes
Complying
with Title I of ERISA
Whether
you are an employer sponsoring an employee benefit plan or a
third-party plan service provider, you have to thread your way
through the maze of Title I. You need to ensure that your plan
is in compliance with ERISA's high fiduciary standards and its
complex reporting and disclosure rules, and you need to defend
your plan against participant lawsuits.
The
Ratliff Firm provides the expert advice and critical representation
that you need to comply with Title I. If you are a plan fiduciary,
we can advise you on every aspect of your fiduciary obligations,
including plan administration issues, investment issues, and
compliance with the prohibited-transaction rules. If you are
not a fiduciary, we can help you structure your operations to
ensure that you do not become one. We bring our experience in
Title I work to your advantage -- whether you look to us for
a legal opinion on your Title I exposure, for representation
before the Department of Labor on audit or on regulatory relief,
or for counsel and representation in Title I litigation.
Our
Services
Comprehensive
counsel and advice to employers and plan service providers on
Title I issues
Representation
before the Department of Labor, including audits under Title
I, advisory-opinion requests, and prohibited-transaction exemption
applications
Counsel
and representation in employee benefits litigation, including
advice on complex technical issues
Counseling
on Executive Compensation
The
success of your business depends directly on the caliber of
your executives. To attract and retain the very best management
team, you have to offer your key employees a compensation package
that delivers the most value while minimizing tax risks both
for them and for your business.
The
Ratliff Firm can help you with every aspect of your executive
compensation arrangements. We routinely negotiate employment
agreements, structure various forms of non qualified deferred
compensation arrangements, and prepare equity-based compensation
programs. We can help your business navigate the punitive tax
rules for golden parachute payments and executive pay above
the $1 million cap. And we can give you the critical advice
you need to determine when an "innovative" compensation
strategy exposes your business and your executives to unnecessary
tax risks.
Our Services
Designing
and drafting non qualified deferred compensation arrangements
Structuring
equity-based compensation arrangements, including
non qualified
stock options
incentive
stock options
employee
stock purchase plans
restricted
stock
stock appreciation
rights
phantom
stock and phantom stock options
Negotiating
and drafting executive compensation agreements
Advising
on golden parachutes and the section 162(m) $1 million cap on
deductible compensation
Advising
on compensation arrangements using life insurance, including
traditional, equity, and reverse split-dollar life insurance
Counseling
tax-exempt employers on issues under section 457
Advising
on Health and Welfare Benefits
Every
employer faces increasing regulatory burdens in providing even
the simplest health and welfare benefits to its employees. From
HIPAA to COBRA to new regulations for cafeteria plans and benefits
claims procedures, the law becomes more complicated every year.
You need expert advice to structure your benefits in a way that
complies with the rules and takes advantage of the opportunities.
The
Ratliff Firm can give you the advice that you need. We can help
you sort through HIPAA and COBRA, work with you to structure
your VEBA or section 401(h) account efficiently, and advise
you on key ERISA concerns. We’ll help you stay on top of
the legal developments in this fast-changing area and give you
the tools you need to provide your employees the benefits they
want.
Our
Services
Advising
on
Health
plans (including HIPAA and COBRA issues)
VEBAs
Cafeteria
plans
Other welfare
benefits
Advising
on ERISA issues for health and welfare benefits
Preparing
plan documents and employee communications
Advising
on treatment of health and welfare benefits in transactional
settings
Representing
Tax-Exempt and Governmental Employers
As
a tax-exempt or governmental employer, you face the same pressures
to compete for high-caliber executives and other employees as
for-profit employers. But when it comes to structuring deferred
compensation and other benefits for your workforce, the tax
laws impose additional constraints on you - and give you additional
opportunities.
The
Ratliff Firm can help you deal with the unique obstacles for
tax-exempt and governmental employers and help you make the
most of the additional vehicles available to you. We can advise
you on every aspect of your employee benefits issues, from structuring
your qualified defined benefit and defined contribution plans
to implementing and administering a section 403(b) annuity arrangement
or a section 457(b) plan to dealing with the constraints of
section 457(f). Our experience advising tax-exempt organizations
and state and local governments makes us particularly well positioned
to understand the issues important to you and to help you work
through the complex tax laws with which you must contend.
Our
Services
Providing
design and administration advice on qualified defined benefit
and defined contribution plans
Providing
design and administration advice on section 403(b) arrangements
and section 457(b) eligible deferred compensation plans
Advising
on health and welfare benefits
Counseling
on section 457(f) and on exceptions to section 457
Counseling
Financial Institutions and Service Providers
As
a financial institution or other service provider in the retirement-savings
market, you face intense competitive pressure to provide cutting-edge
products and services without running afoul of complex tax and
ERISA rules. Whether you provide qualified plans, 403(b) arrangements,
457 products, non qualified deferred compensation, IRAs, non qualified
annuities, or life insurance, you need to be one step ahead
of the competition - and on top of the latest thinking at the
IRS, the Labor Department, and other government agencies.
The
Ratliff Firm can help you meet the demands of your customers.
We have counseled national plan service providers, insurance
companies, and other financial institutions. We know
your industry, and we know your issues. We can provide you with
the edge you need to comply with today's regulatory environment
and to compete in today's marketplace.
Our
Services
Advising
on products and services for:
Qualified
plans
Section
403(b) arrangements
Section
457(b) eligible deferred compensation plans
Section
457(f) arrangements
Non qualified
deferred compensation
Equity-based
compensation
Individual
retirement arrangements
Advising
on ERISA compliance
Advising
on non qualified annuities and life insurance products
Resolving
Employee Benefits Disputes
As
employee benefits programs become more complex and creative,
so too does the likelihood that disputes will arise. These disputes
can range from issues of employment contract interpretation
to eligibility and coverage issues pursuant to ERISA. When employee
benefits disputes escalate, litigation may become the best means
for resolving the issues.
Whether
the ultimate solution is a pre-litigation settlement, arbitration,
or trial, The Ratliff Firm attorneys have the experience you
need. Our litigators have represented both employers and employees
in such disputes. If you or your company becomes involved in
a dispute over pension benefits, stock option plans, executive
compensation agreements, employment contracts, non-competition
agreements, or other employee benefits matter, we can help.
Our
Services
If
you or your company are involved in an employee benefits dispute,
we can help. The Ratliff Firm attorneys are experienced in all
aspects of such disputes.
Negotiating
severance packages
Advising
ERISA plans in disputes with plan beneficiaries
Litigation
discovery, motions practice, and pretrial preparation
Trials
Appeals
Arbitration
Mediation
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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: |
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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 Other Nonprofit's
Monitoring
Legislative and Regulatory Developments and Advancing a Legislative
or Regulatory Strategy
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General Tax:
Every day, taxpayers make important business and personal financial
decisions that can affect their tax burden. At The Ratliff 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
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International Tax:
If you are a U.S. person 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 Firm's attorneys provide the full spectrum of tax services for our
business and individual international tax clients, with a particular
focus on: |
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Structuring International Transactions, Operations, and Investments
Maximizing/Substantiating
Foreign Tax Credits
Advising
on Withholding Issues
Resolving
Transfer Pricing Issues
Interpreting
U.S. Tax Treaties
Handling
Competent Authority Cases
Negotiating
Advance Pricing Agreements
Structuring/Evaluating
Financial Products
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Partnership Tax:
The structures you choose for conducting your business and financing
your operations can dramatically affect your tax obligations. Fortunately,
recent changes to the tax laws have made business entity choices
seamless. You can operate as a limited liability company or subchapter
S corporation and enjoy the tax benefits generally associated with
partnerships and sole proprietorships. You can use the "check-the-box"
election to gain cross-border tax advantages without otherwise affecting
the basic economics of a transaction. You can choose a financing
arrangement that involves issuing preferred stock or debt or engaging
in leveraged lease transactions.The
Ratliff Firm attorneys have expertise as well as significant practical
experience utilizing the business entity and financing provisions
of the tax laws to fashion tax efficient strategies. |
Our
Services
Consult
us for counseling on 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)
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Tax Controversies:
An IRS examination can disrupt your business operations and, if
not handled properly and controlled, can materially affect your
relationships with third parties and shareholders, and ultimately
your bottom line and share price. A taxpayer involved in an international
tax controversy can face challenges and opportunities, such
as issues relating to foreign-based documents, the IRS’s international
summons and collection authority, and invocation of the Competent
Authority relief procedures. Recognizing the need for expertise,
clients call upon The Ratliff Firm for our broad knowledge of the
tax controversy process and our superior relationships with the
IRS and foreign tax authorities. |
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Dealing
with the IRS at all levels is a mainstream part of The Ratliff Firm’s
domestic and international tax practice. We routinely 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. Our attorneys regularly deal with the
IRS National Office and Treasury Department, preparing ruling requests
for our clients, defending our clients’ positions in Technical
Advice proceedings, and seeking creative solutions to client problems
through administrative determinations, revenue rulings, and Treasury
regulations. 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
inures to the benefit of our clients. When you add The Ratliff Firm
to your tax controversy team, you maximize your chances for success.
Our
Services
If
your company or you, individually, are under examination by the
IRS, we can add immeasurably to your defense efforts and, where
necessary, take full charge of the examination on your behalf.
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
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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 |
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White Collar Defense:
The federal government has made the prosecution of white-collar
offenses a high priority for many years now. Federal sentencing
guidelines are such that indictment and conviction for these offenses
in nearly all cases means that individuals will be incarcerated
and companies will suffer heavy financial and collateral penalties.
Any federal criminal investigation is a matter of the utmost gravity
because there is so much at stake.
The
Ratliff Firm attorneys first developed familiarity with federal
white-collar prosecution in the context of our extensive criminal
tax practice. We have handled cases in many jurisdictions
involving allegations of government procurement and program fraud,
antitrust and securities offenses, mail fraud, wire fraud, customs
violations, money laundering and campaign finance and public corruption
investigations. In other instances, we have been engaged by companies,
some not yet under governmental scrutiny, to conduct internal investigations
of potential wrongdoing and report our results and recommendations
to the appropriate corporate officials. Many of our white-collar
representations have occurred in the context of parallel regulatory
or civil proceedings.
We
bring an intelligent, efficient approach to white-collar criminal
defense. We recognize that in most cases, an indictment in a white-collar
matter is almost as devastating as a conviction. Thus, we thoroughly
investigate the facts, pursue all available defenses, and do our
best to persuade the prosecutorial decision-makers to decline prosecution.
Managing the client's criminal investigation in the midst of other
litigation is an important part of our work. Our lawyers have worked
well as part of defense teams in large, multi-party matters, and
we have enjoyed collegial relationships with other professionals
in such cases.
Our
Services
If
you or your company is in the midst of a potential white-collar
criminal matter, we can:
Assist you
with an internal investigation
Advise on
responding to government inquiries, subpoenas and summonses
Present your
defenses in an effort to avoid indictment
Represent
you or your company in negotiations with the government and in
court
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Non-qualified deferred compensation plans:
In the employer-employee relationship, nothing says "I love you" more than compensation. A pat on the back or some token of appreciation are nice, but let's face it: The essence of the employer-employee relationship is based on an exchange of the employee's services for the employer's money or similar form of tangible compensation. Usually, the higher the value of an employee is, the more compensation the employee gets from the employer.
Compensation, of course, can take many forms. In addition to regular wages, employers often offer their employees compensation packages that may include a mixture of such benefits as health insurance, paid time off, tuition reimbursement and qualified plans that help to save for retirement. When it comes to qualified retirement plans, the rules generally require that an employer's basic compensation package be equally available to all employees in order to get the associated tax benefits (though the benefits employees receive can be provided in proportion to their wages).
If an employer really and truly loves an employee, however, the employer will compensate the employee above and beyond the basic compensation package provided to rank-and-file employees. This is where non qualified deferred compensation plans come in. An employer can use a non qualified plan to provide added incentives to attract and retain key executives and employees.
A non qualified plan is an employer-sponsored retirement or other deferred compensation plan that does not meet the tax-qualification requirements under Internal Revenue Code Sec. 401 (i.e. qualified plan requirements). A non qualified plan also does not refer to a tax-sheltered annuity (TSA), a simplified employee pension (SEP) plan, a savings incentive match plan for employees (SIMPLE) account, or a 457 governmental plan. Retirement plans like TSAs, SEPs, and SIMPLEs are governed by their own rules.
A non qualified plan allows an employee to defer the receipt of taxable wages or bonuses until some future year when (hopefully) the employee is in a lower tax bracket, thereby paying less in taxes when the compensation is received. Although non qualified plans are easier to set up than qualified plans, there are specific rules that must be followed to achieve the objective of deferring an employee's taxable compensation. All non qualified plans must satisfy the following three requirements:
- The deferred compensation arrangement between the employer and the employee must be entered into before the compensation is earned by the employee.
- The deferred compensation cannot be available to the employee until a previously agreed upon future date or event.
- The amount of the deferred compensation cannot be secured (i.e. it must remain available to the employer's creditors).
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