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Tax
The core of the Tax Practice at Ropes & Gray consists of transaction-related tax planning for investors and business entities, including:
- Private equity funds and their portfolio companies;
- Public companies;
- Mutual funds;
- Hedge funds and other unregistered pooled vehicles;
- Fund sponsors and advisers;
- Tax-exempt organizations and other institutional investors; and
- Other institutions with a significant capital market presence.
Ropes & Gray’s long-standing representation of clients with dominant positions in these markets has provided us with the opportunity to build a comprehensive knowledge base in relevant practice areas.
Our tax lawyers frequently publish, speak, and lead bar organizations in their areas of specialization. For example, lawyers in our group have authored publications such as Taxation of Regulated Investment Companies and Their Shareholders and The Harvard Manual – Tax Aspects of Charitable Giving. Six attorneys have served as head of the committee or a sub-committee of the American Bar Association Tax Section in their area of expertise, and five have served in tax policy positions in the U.S. Department of the Treasury. Coordinating with our Washington, D.C. office, our tax lawyers also regularly represent clients on matters before Congress, the Treasury Department, and the National Office of the Internal Revenue Service. We also work closely with the Private Client Group to advise individuals and families on personal and business tax matters.
Practice Focus Areas
Private Equity
Ropes & Gray has one of the largest private equity practices in the country, and we advise on all tax aspects of private equity funds and transactions, including, leveraged acquisitions, recapitalizations, structuring all forms of debt and equity, novel financing techniques, the representation of management, and special issues for tax-exempt and non-U.S. investors in private equity funds.
Public Companies
We work closely with the tax directors of many public company clients on their tax planning, transactional and tax controversy matters. These transactions include mergers and acquisitions, financings, reorganizations, joint ventures, spin-offs and work outs. Please click here to learn more about our Securities & Public Companies Practice.
International Tax
Our international tax practice covers a wide range of cross-border issues for both foreign and U.S.-based clients. In addition to tax analysis of international transactions, the Department’s attorneys advise on cross-border investment structures, international financial products, ongoing tax planning for multinational clients, international tax planning for individuals, and international transfer pricing. In addition, the practice includes the representation of foreign governments and counseling to the Organization of Economic Development and Cooperation (the OECD) in Paris.
Executive Compensation
We advise on the full range of executive-compensation issues including split-dollar insurance arrangements, SERPs and other deferred compensation programs, "rabbi" trusts (and similar funding structures), options, "golden parachute" issues, ERISA "top hat" compliance, severance and employment contracts, and governmental and employee disclosure.
Investment Management/Financial Products
Ropes & Gray’s Investment Management Practice is one of the largest in the U.S. We advise registered and unregistered, U.S. and off-shore pooled investment funds and their sponsors on all tax aspects of their business, including for example, fund organization, tax-efficient portfolio strategies, cross-border investing and fund reorganizations and similar transactions. We also help investors and issuers structure financial products and instruments, and we advise on issues more specific to fund advisers, such as mergers and acquisition of the advisory entity, or tax efficient structures for the adviser’s compensation.
Tax Controversy
We have extensive experience working on tax controversy issues at the IRS Examination and Appeals levels, as well as in tax litigation, and on state tax controversy matters. We provide ongoing advice to numerous clients who are under continuous examination; this work involves negotiation, planning and analysis of the tax effects of settlements in prior and future years.
Exempt Organizations
We have one of the largest exempt organization tax practices in the nation, including the representation of hospitals, universities, and large private foundations located across the country. We advise on a wide range of issues including exempt status, planned giving, executive compensation, unrelated business taxable income, intermediate sanctions, and special rules relating to public charities and private foundations and other specific types of exempt organizations.
Employee Benefits
Ropes & Gray has the largest employee compensation and benefits practice in New England and one of the ten largest in the United States. Our work takes us to all corners of the country and spans the entire range of benefit planning, implementation, administration, and all aspects of ERISA and tax compliance. Our clients seek our advice with respect to all forms of 401(k) and other employee benefit plans, executive compensation arrangements and stock options, fiduciary guidelines, litigation, and transactional issues. The practice group includes both lawyers of the firm and members of the Ropes & Gray Benefits Consulting Group, a team of actuaries and other experts who work together with lawyers to provide unified, cost-efficient programs and services for clients of all sizes. We were the first general practice firm to add such a benefit consultants team, providing lawyers and clients alike with exceptional resources. Click here for a more detailed description of our Employee Benefits Practice.
How We Help Our Clients
Our experience covers a broad range of client needs, including the following representative examples:
- Structuring mergers and acquisitions, spin-offs, joint ventures, financings, reorganizations, and work-outs for public and private companies;
- Organizing private equity funds, mezzanine funds, distressed debt funds, collateralized debt funds, and hedge funds, including private and registered fund of funds;
- Analyzing and negotiating investments in private funds for institutional investors;
- Designing mutual fund structures in all asset classes for tax-sensitive institutional and retail, domestic, and foreign investors;
- Working with exempt organizations to develop effective tax strategies through fundraising, including deferred or planned gifts, managing unrelated business income tax issues, and advising on IRS audit and other controversy work;
- Counseling both foreign and U.S.-based clients on a cross-border issues, including investment structures, tax analysis of international transactions, international financial products, ongoing tax planning for multinational companies and individuals, and international transfer pricing;
- Rendering opinions on state tax matters in the laws of District of Columbia, as well as California, Massachusetts, and New York; and
- Evaluating proposed tax strategies for high net worth individuals.
Our Clients
We represent a wide range of clients, including multinational corporations, investment funds, institutional investors, closely held businesses, exempt organizations, governments, governmental entities, industry organizations, and individuals.
Contact
For further information on this area of practice, please contact:
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