Tax

Careful tax planning is one of the most complex and critical aspects of nearly every strategic decision you make for your business.  Our tax attorneys expertly advise clients on all aspects of business transactions, including choice-of-entity matters, equity compensation, project and company finance transactions, and mergers and acquisitions.  We also represent clients in all aspects of tax controversies and litigation at the federal, state and local levels.

Key Contacts

Robert T. Manicke Partner Portland, OR
Christopher K. Heuer Partner Portland, OR
Kevin T. Pearson Partner Portland, OR
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Overview

Our tax attorneys team with corporate, energy, real estate and other business attorneys to help guide clients through the increasingly complex maze of tax matters.  This includes advising clients on the best structure to achieve their business objectives while minimizing tax costs and maximizing tax benefits, and negotiating complex tax provisions in agreements.  We also have a very active renewable energy practice, which involves advising clients with respect to all aspects of tax credit qualification and tax motivated financing transactions.  Our clients include public and private companies, nonprofits, partnerships and individuals traversing state, federal, international and multistate tax laws and regulations.   

We’ll also fiercely defend you in the face of tax controversies and litigation. We represent clients in protests to the IRS Appeals Office, in equivalent state and local appeals venues, and before the U.S. Tax Court, U.S. Court of Federal Claims, federal district courts, and before state and local tax authorities. We are proud of the positive working relationships we’ve forged with federal and state tax authorities and have achieved very positive results for clients in difficult and complex tax controversies.

We are a one-stop-shop for the full range of advice and strategic counsel on the tax implications of advancing your business objectives.

Our Services

  • Tax aspects of corporate finance transactions and public offerings of debt and equity
  • Equity and other incentive compensation issues
  • International tax issues
  • State and multistate filing, income calculations, allocation and apportionment
  • Federal, state and local tax incentives, planning, audits, assessments, appeals and litigation
  • Tax credit qualification and monetization
  • Audits, administrative appeals, litigation
  • Nonprofit formation, structuring, private foundations and public-private partnerships
  • Individual and family tax planning, business succession, liquidity planning, recapitalization, business sale
Matters
  • Represented a company in multimillion-dollar audit and IRS appeal involving the proper treatment of oil and gas research and development costs.
  • Successfully resolved assertions of past lodging tax liability against a group of online travel companies by the City of Portland and its surrounding county.
  • Successfully represented a multinational transportation and logistics company before the Oregon Supreme Court, which affirmed a Tax Court ruling that a corporation is entitled to apply its business energy tax credit (BETC) to satisfy its corporate minimum tax obligation.
  • A coalition of local governing bodies sought to audit and tax a telecommunications company operating in Oregon in a manner that was neither in accordance with the franchise agreements between the parties nor in accordance with state and local laws. We successfully limited the scope of the audits and the amount of taxes and fees.
  • Represented a number of family investment companies in litigation in the U.S. Tax Court regarding federal income tax statute of limitation matters. In a reported decision, the Tax Court concluded that the statute of limitations on assessment and collection of additional federal income tax had expired and that our client therefore was not liable for additional tax sought by the IRS.
  • Defended taxation of satellite tracking and communications service against taxpayer’s challenge that the service was an information service and not a taxable telecommunications service.
  • Successfully defended imposition of sales tax on cell phone service against taxpayer’s challenge that its sales to non-business customers were exempt as sales to customers subscribing to a residential class of telephone service.

Renewable Energy Experience

  • Represented a large public company in all of its wind development and finance activities, including qualification for tax benefits and monetizing those benefits through tax equity financing transactions.
  • Represented a large public company in all of its wind development and finance activities, including qualification for tax benefits and monetizing those benefits through tax equity financing transactions.
  • Represented a private investment firm in connection with the merger of two solar companies and current follow-up acquisitions and financings (including back leverage) of multiple solar projects. The tax equity structures included inverted lease structures and partner flips.
  • Represented a sustainable power company with multiple inverted lease tax equity financing, lease pass-through tax equity investment, and partnership-flip tax equity investment in various solar power projects.
  • Represented a major solar energy manufacturer in its application for a Section 48C Advanced Energy Manufacturing Tax Credit (MTC).
  • Advising on utilization of Washington’s sales tax exemption for renewable energy generation equipment costing in excess of $200 million.
  • Represented energy company in a tax equity investment and syndicated construction and term loan facility totaling $786 million. The debt facility, raised by a syndicate of lenders led by KeyBanc Capital Markets Inc., will finance a portfolio of nine solar projects in Lancaster, California, with a total nameplate capacity of 339.4 MW.
Team
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