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The Cozen O’Connor Tax Practice has been providing sound advice to clients for decades. We serve public and private companies, joint ventures, real estate interests, high net worth individuals, and exempt organizations.

In both our U.S. federal and Canadian federal tax practices, we advise clients on the tax implications of mergers and acquisitions, financings, real estate deals, entity structure, contractual arrangements, cross-border transactions, and other business arrangements. In our U.S. state and local tax practice, we provide the full range of transactional counsel and represent clients in tax controversies and litigation. Our Canadian federal tax practice has significant experience in advising on tax matters related to the mining industry. On occasion, the U.S. state and local tax team also supports client efforts to reform state and local tax statutes or regulations.

Tax is a key element of Cozen O’Connor’s transactional practice. Our tax group collaborates closely with colleagues from corporate law, capital markets, real estate, public and project finance, private client services, health law, labor and employment, and mergers and acquisitions on a full range of business matters. The firm’s culture of cross-disciplinary cooperation benefits clients enormously. Our tax advisors are involved from the start to ensure that every project is structured and carried out to achieve tax efficiency.

Cozen O’Connor’s tax lawyers provide support at inception and throughout the entire life cycle of a deal. For pure transactional lawyers, work is done at closing. But our tax attorneys provide tactical advice for as long as a business decision has tax implications, which can be several years or several decades. Having continuous tax counsel is essential because our attorneys accrue invaluable institutional knowledge over time. They learn the hot-button issues and logic of prior decisions to quickly assess how future changes will affect a client’s tax position.

Because every tax matter is inherently case-specific and subject to interpretation, Cozen O’Connor attorneys carefully avoid generic solutions and reject a this-is-how-it’s-always-done mentality. For analytical purposes, we often calculate the cost of following a standard model. But that figure simply represents an opening bid. We then undertake to lawfully improve on that baseline by adding nuance and creativity. Through innovation, we are often able to reduce tax costs considerably.

An essential aspect of a strong tax practice is good communication. Because few people other than tax lawyers are fully fluent in code-speak, a good tax attorney must be able to translate the tax code into plain English, focus on core issues, and present information to clients in a manner that is at once sophisticated and comprehensible. Cozen O’Connor attorneys can operate at a high level using a common lexicon and are known for their candor and lack of pretense.

SERVICES

Mergers, Acquisitions, and Business Transactions

• Advise clients on the tax aspects of public and private mergers, acquisitions, buyouts, and joint ventures, as well as spin-offs, liquidations, and other divestitures
• Counsel clients on structured finance, project finance, leasing transactions, and the use of derivatives to hedge business operations and debt issuances
• Advise clients on appropriate business structure, including general and limited partnerships, limited liability and series limited liability companies, Canadian unlimited liability companies, and business trusts
• Provide tax planning prior to incorporation or securities offerings
• Guide the organization and syndication of private equity funds
• Structure cross-border transactions with the goal of minimizing U.S. and Canadian federal income tax consequences
• Advise clients on corporate tax issues related to the use of exchangeable shares and the distribution of assets to shareholders
• Provide guidance on Canadian flow-through limited partnership offerings

Real Estate

• Advise clients on the optimal structure for real estate investments
• Represent public real estate investment trusts in the entire gamut of tax matters, including the management of REIT income and asset tests and formation of non-publicly traded REITS
• Counsel clients regarding securitizations, including real estate mortgage investment conduits (REMICs) and other asset securitizations
• Advise clients with real estate investments that qualify for safe harbor protection
• Assist with tax-free exchanges of like-minded properties

Tax-Exempt Organizations

• Serve public charities, museums, trade associations, health care providers, veterans’ organizations, and private foundations
• Advise on the formation of non-profit corporations and charitable trusts
• Obtain tax rulings and federal, state, and local tax exemptions
• Counsel high net worth individuals and businesses on the advantages of establishing and operating private foundations

U.S. State and Local Tax

• Represent clients in state and local tax controversies and litigation 
• Advocate for legislative and regulatory changes in state and local tax codes
• Advise clients about variations in state tax laws and perform multi-state tax analyses

Tax Compliance, Controversy, and Litigation

• Render formal tax opinions in connection with specific transactions and obtain rulings from the Internal Revenue Service and state and local tax authorities
• Represent clients in connection with IRS tax examinations, including before the IRS appeals branch, and in litigation before state and local taxing authorities, the U.S. Tax Court, and the federal district and appeals courts

TEAM

Cozen O’Connor’s Tax Practice is made up of exceptionally qualified practitioners, including a former chief counsel to the Pennsylvania Department of Revenue. Several attorneys are certified public accountants and have master’s degrees in taxation law. Our most seasoned attorneys are leading scholars in the field and have authored or edited widely referenced treatises on state tax law and real estate tax.

The firm differentiates itself, in part, through its staffing model. In plain terms, we do not believe clients are best served by sprawling teams of undermanaged associates. While we have the capacity to add support as necessary, at Cozen O’Connor tax matters are primarily handled by experienced tax professionals who are deeply knowledgeable about the relevant subject area and have credibility with judges and counterparts. Because veteran attorneys are fully cognizant of the details of every matter, they are prepared to engage in peer-to-peer dialogue with clients at any time. When clients call at 3 a.m., they don’t just get a response – they get an answer.