We represent taxpayers in Tax Court in a battle over cutting edge issues and expect to make new, taxpayer friendly law as the result. Many cases we file in Tax Court settle primarily due to the overzealousness of auditors and the unreasonable position they take with taxpayers and their representative. Our experience includes TEFRA partnership cases, unreported income cases in which the IRS use the net worth method to prove up income, business expense substantiation and the like. We also represent several clients suing for refunds involving IRS procedural errors, improper loss characterization and inappropriate imposition of penalties.

Tax planning ideally occurs as early as possible in the life cycle of a transaction. When a business person calls and tells me he or she just closed the sale of his business and now what can I do to help him minimize his taxes, there usually is little that can be done. Frequently, an ideal tax result requires pre-transaction positioning work which should occur prior to even putting an asset on the market. Other strategies may be implemented during the transaction process – prior to going under contract and causing the contract to contain tax favorable terms. Sometimes even the form of transaction matters and the earlier that decision is made the greater the likelihood the counterparty will agree.

Proper positioning is valuable but need not be limited to taxes. If you are concerned about liability for his operating subsidiaries affecting the appreciation growing in the fixed assets of the business. We can devise a plan with you to divide out the fixed assets into a separate chain of subsidiaries which are then spun-off in a tax-free spin-off transaction. We also represente clients wishing to merge companies – an ideal way to combine companies without having to transfer all assets and liabilities.

Buying and Selling the Business and Major Assets

We represent clients who wish to sell their business or who wish to buy one – or simply a major asset. Our transactions range from the hundreds of thousands to $40 million. We counsel clients on the appropriate attitude for doing a deal and negotiate early for the greatest tax advantage. Early favorable tax positioning sometimes results in lucrative opportunities to trade cash for tax benefits the counter-party wished to pay for.

Occasionally, a business owner runs afoul of the Internal Revenue Service which threatens to liquidate the client's business. When feasible, we employee strategies that use existing law to restrict the IRS collection division's ability to collect thereby saving the business. Similarly, out combined corporate and tax expertise attracts clients interested in acquisitions of targets with potential or actual tax liens. We developed and executed a plan saving a local landmark restaurant which had its assets loaded down with tax liens. Another opportunity allowed us to save a family construction business loaded down with tax liens.


We organize and obtain the IRS tax exemption and charitable status recognition for tax exempt and charitable entities. Our firm organized in 1994 the Greater Austin Open Foundation, which hosted for two years a PGA women's tournament, and later the Greater Austin Youth Foundation which produces the Kinko's Classic PGA seniors tournament each spring benefiting First Tee of Austin, a PGA sponsored charity that brings golf and life lessons to under-privileged children. We establish for clients private foundations through which they pursue their charitable interests.

Our firm's experience with business structure gives value to our clients due to the breadth of what is possible. We explore with the client the difference between a corporate or partnership merger, split up or off and spin offs.

The law in this area evolved significantly in 2006. Protecting your business from risks with employees and co-owners involving trade secrets and other intellectual property deserves attention before a crises occurs.

Transfer Tax Minimization, Insurance Planning, Family Succession, Estate, Gift and GST Compliance and IRS Disputes