Transaction Tax
Deal structure that survives the tax bill — planned from the first term sheet, not retrofitted at closing.
- Deal structuring types
- Reorganizations
- Purchase price allocation
- Tax-deferred equity rollovers
- Earnout & escrow tax treatment
Tax Law
Tax Strategy for Transactions, Growth, and Exit.
Tax Structuring
Tax-efficient architecture for how the business holds assets, pays owners, and operates across states.
- Holding-company & multi-entity structures
- Owner compensation & distributions
- S-corp / partnership tax planning
- State & local tax (SALT) considerations
- Intercompany & related-party arrangements
Tax Controversy
Representation before the IRS and the Florida Department of Revenue — from first notice through resolution.
- IRS & Florida DOR audits and examinations
- Notice & information-request responses
- Administrative appeals
- Penalty abatement & reasonable cause
- Voluntary disclosures; liens & levies
Entity & Equity
The right entity and equity architecture for how the business will operate, raise, and exit.
- Choice of entity — S-corp, partnership, C-corp
- Profits interests & carried interest
- Equity classes, vesting & waterfalls
- Multi-tier & holding structures
Reorg, Exit & Planning
Restructure, recapitalize, and plan the exit — coordinated with your CPA and wealth advisors.
- Corporate reorganizations
- Recapitalizations
- Exit & liquidity planning
- CPA & advisor coordination
Why It Matters
Tax counsel in the same chair as the deal.
Most transactions are negotiated by one lawyer and restructured by another when the tax bill arrives. With an LL.M. in Taxation in the same chair as deal counsel, structure, allocation, and rollover design are tax-informed from the first term sheet.
The goal isn't aggressive positions — it's clean, defensible structure that holds up, executed alongside your accountant rather than around them.
LL.M.Taxation, University of Miami School of Law
$300M+aggregate deal volume structured with tax in mind
2015The Florida Bar, No. 120346
Part of a larger deal?
Tax rarely travels alone. It's woven into corporate formation, M&A, and healthcare transactions across the practice.
A transaction or structure with tax stakes?
Let's get the structure right before the documents lock it in.