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Kaye Scholer has broad experience advising and representing US companies, multinationals and other business entities, and their principals, as well as wealthy individuals, in tax planning and tax controversy matters. We provide strategic counsel across a wide range of transactions, from billion-dollar corporate acquisitions, debt restructurings and complex real estate transactions to restructurings of family-owned businesses, individual tax planning and the organization and ongoing operation of charitable and other tax-exempt entities.

The firm's areas of substantive tax experience relevant to these business entities include the US tax aspects of inbound and outbound international taxation; corporate tax; mergers and acquisitions; internal restructurings; partnership tax and Subchapter S; energy, infrastructure and natural resources; financial products and structured finance; real estate investment trusts and real estate mortgage investment conduits, tax accounting, financial products, payroll and other withholding taxes and rules governing taxation of “unrelated business taxable income.” 
 

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Capabilities: How We Do It

  • International: We advise taxpayers on tax-efficient structuring of cross-border investments, both foreign investors coming “in bound” into the United States and US investors abroad. This includes analysis of tax treaties, utilization of foreign tax credits, subpart F income and controlled foreign corporation status, choice of entity classification and structures designed to accommodate specific categories of investors, including, for example, non-US governmental entities or pension plans. We are involved with structuring cross-border mergers, acquisitions, financings and divestitures and advise companies with established international operations on the management of their international tax exposure.
     
  • Structuring: We work with our clients to develop and implement tax efficient structures, including choice of vehicles (US or non-US corporations, S corporations, LLCs, partnerships, etc.), internal restructurings in connection with acquisitions or dispositions, regulatory restructurings in order to increase capital efficiences, and tax restructurings to take advantage of tax benefits within a multinational organizational structure.
     
  • M&A: We work closely with our Corporate Department on taxable and tax-free mergers and acquisitions for our private equity, life sciences and other clients. We develop and implement tax-efficient structures for acquisitions, rollovers, and divestitures, as well as the investment vehicles and financings related thereto.
     
  • Funds: We regularly advise sophisticated investors and investment professionals in connection with the formation and investment in US and non-US private equity funds, hedge funds, real estate investment partnerships, and other investment funds.
     
  • Securitizations: We provide tax structuring advice on a wide range of securitization financing transactions and other asset-backed securitization vehicles, including RMBS, CMBS REMIC and non-REMIC structures; issuances by REITs; CLOs, aircraft and box car securitizations, and conduit financings. This includes advice on tax characterization of investor interests; structuring so as to avoid income tax at the issuer level and cross-border withholding; and other investor-related tax issues.
     
  • Bankruptcy and Other Debt Restructurings: We regualrly advise companies and investors with regard to debt restructurings, both in and outside of bankruptcy, with respect to cancellation of indebtedness income rules and exceptions thereto, limitations on utilization of losses, original issue discount and market discount rules.
     
  • Tax-exempt Organizations: Structuring an exempt organization properly is crucial to obtaining and maintaining tax exemption. Tax-exempt status affects all aspects of an organization, including how it raises funds, conducts activities, pays staff, and makes investments. Kaye Scholer’s Tax Department has obtained tax exemption for hundreds of organizations and also provides on-going counsel to such organizations with respect to operating in a fashion so as not to jeopardize their status.
     
  • Tax Controversy: We provide guidance on audits by the IRS as well as state and local taxing authorities, including in the international context. We also advise clients on matters relating to tax audit management, including the representation of clients involved in IRS audits and external financial statement audits, and tax audit planning. In addition, we have been involved in requests for Competent Authority and other treaty relief. When necessary, we work with our litigators on matters that advance beyond the audit stage.

We’ve offered strategic advice and innovative entity structuring on billions of dollars of transactions—from new business planning to the full range of M&A and other business combination activity to REITs and REMICs, and wealth management and tax planning—efficiently enabling our clients to maximize the management and maintenance of their financial assets.

Some of our most recent work includes:

  • Activaero GmbH: In the sale of all shares to Vectura Group plc for €130 million.
  • Five Oaks Investment Corp. (FOIC): In a $75 million at-the-market facility launched on May 30, 2014 with Mitsubishi UFJ Securities (USA) Inc., BTIG LLC and Keefe, Bruyette & Woods Inc. Proceeds of this open market stock sale will be used to acquire target assets, including nonagency RMBS, multifamily MBS and legacy agency RMBS.
  • Founding Partners: in the creation (PE structure) of the independent German real estate investment banking boutique Victoria Partners GmbH.
  • Schilling Ventures LLC: As co-sponsor in the acquisition, together with co-sponsor Prospect Partners, of Cyclonaire Corporation, in partnership with management.
  • Skilled Healthcare Group, Inc.: In its definitive merger agreement with Genesis HealthCare, one of the nation's largest providers of post-acute care services, in a 100% stock transaction.
  • Spirit AeroSystems, Inc.: In several securities transactions, including a $300 million note offering, a related tender offer for outstanding notes and an equity offering by certain stockholders.