Practice Areas

Tax Strategies & Planning

The Tax Strategies & Planning Group at Howard Rice can best be characterized by its ability to create tax-favored structures for business transactions and to solve complex tax problems in a straightforward and practical manner. Our expertise extends across the full range of tax matters from creating tax-efficient structures to effect combinations of domestic and/or international entities, to devising a business succession strategy for a majority shareholder of a private company, to a substantial tax controversy practice representing clients in all forms of income, estate and gift tax disputes.

Our attorneys have a significant amount of sophisticated tax planning experience involving start-up companies, partnerships and other joint ventures, limited liability companies, "S" corporations, REITs, REMICs and RICs, closely held businesses, public and private "C" corporations, strategic alliances, tax-exempt organizations and a variety of trust arrangements.

The tax group frequently advises on inbound and outbound cross-border transactions. Inbound transactions include major institutional non-U.S. clients who syndicate and acquire U.S. real property assets, non-U.S. companies that establish a U.S. presence (either for sale and marketing, customer service or technical support, or even to establish headquarters), and non-U.S. companies that acquire U.S. companies in taxable and nontaxable transactions. Given the firm’s San Francisco location, outbound transactions of great variety are most common.

The group assists U.S. clients in acquiring non-U.S. companies (most recently a Kuala Lumpur laboratory specializing in wireless technologies and a fast-growing Internet start-up in Shanghai) and advises on a variety of international tax topics from transfer pricing to VAT strategies. The group also develops tax-efficient structures for U.S. companies, often including holding companies in jurisdictions with strong participation exemptions and holding or developing intellectual property assets in offshore jurisdictions, always mindful of the stringent U.S. anti-deferral regime.

The group's client base consists of a wide range of domestic and foreign entities and individuals, including closely held and public companies involved in banking, communications, computers and software, energy, entertainment, professional sports, lodging, manufacturing, publishing, real estate, investment management, retail, health care, research and development, professional services, transportation, waste management and cellular telephone and radio operations as well as charitable, educational and nonprofit organizations.

Our tax attorneys handle a wide array of litigation matters, including audits, appeals and proceedings before federal, state and local administrative bodies, state trial and appellate courts and federal courts, including the U.S. Tax Court, the federal district courts, bankruptcy courts, and appellate courts.

Members of our tax practice lecture frequently at nationally recognized seminars, have published several significant tax articles in national tax publications, and include former faculty of New York University Law School's graduate tax program.

Areas of Focus
  • Taxable and tax-free acquisitions, financings, recapitalizations, entity reorganizations
  • Restructuring and business combinations for closely held and public companies
  • Debt and equity financial instruments
  • International business transactions, including inbound and outbound investments, offshore investment funds, repatriation and foreign tax credit planning
  • Licensing and distribution, including offshore financial centers and tax treaties
  • Foreign charities, trusts, annuities and expatriate planning

Representative Engagements

Howard Rice represents The Oakland Raiders in various ongoing partnership tax planning, TEFRA tax audit and other tax-related litigation matters. We helped the Raiders favorably resolve a number of tax audit and controversy issues involving the Internal Revenue Service and the Franchise Tax Board in both Tax Court and administrative proceedings. We also represented the Raiders in its sweeping victory when the U.S. Court of Appeals for the Ninth Circuit reversed virtually every aspect of a U.S. Tax Court decision, resulting in multi-million dollar tax refunds.

Howard Rice provided strategic tax advice to The Charles Schwab Corporation in devising the best disposition structure for the sale of U.S. Trust Corporation, resulting in substantial tax benefits and savings.

Our firm recently represented a group of privately held non-United States companies in the entertainment industry on the complete restructuring of its global operations. The holding company was reorganized for listing on a major foreign securities market, the sales and marketing companies were restructured in a tax-efficient manner, and a substantial portion of the group's research and development function was moved from one foreign jurisdiction to another. Members of the group quarterbacked the project, working with advisors worldwide to create a state-of-the-art structure for efficient operations and global tax savings.

Representative Clients
  • Duff Ackerman & Goodrich LLC
  • Longs Drug Stores Corporation
  • PalmSource, Inc.(now ACCESS Systems Americas, Inc.)
  • Recology (formerly Norcal Waste Systems)
  • Ritchey Design, Inc.
  • The Charles Schwab Corporation
  • The Grupe Company
  • The Oakland Raiders
  • The San Francisco Giants

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