Saulino Tax Counsel provides focused tax advice across a wide range of transactional and compensation matters, working alongside general counsel and deal teams at all stages.
Saulino Tax Counsel provides tax advice to companies in a wide range of industries, and at all stages of their life cycle. The following represents the most common types of transactional matters on which Saulino Tax Counsel renders advice:
Mergers & Acquisitions
Assisting clients with structuring M&A transactions to achieve tax goals, understanding the tax implications of alternative transaction structures, negotiating and drafting tax provisions in transaction documentation, and pre-transaction planning and structuring.
Partnerships
Advising clients in connection with structuring and negotiating complex partnership arrangements and partnership interest sale and redemption transactions, and reviewing and drafting related transaction documentation.
Company Formations
Advising clients on choice of entity considerations and minimizing the tax effects of company formation transactions.
Financing Transactions
Facilitating equity and debt financings for clients by managing tax effects for owners and investors.
Restructurings
Advising creditor-side and debtor-side clients on tax ramifications of “workout” transactions with respect to troubled companies and distressed assets.
Real Estate Transactions
Advising real estate owners, developers, and investors on tax ramifications of joint ventures and other real estate transactions.
Investment Funds
Assisting fund sponsors with structuring investment funds and drafting fund agreements and other fund documentation, and reviewing fund documentation on behalf of fund investors.
Like-Kind Exchanges
Advising clients in connection with pre-transaction planning, structuring real estate acquisitions and dispositions to satisfy requirements for like-kind exchange treatment, and assisting clients in identifying and quantifying taxable “boot” from like-kind exchange transactions.
International Tax Planning
Advising foreign clients on U.S. tax issues associated with U.S. business activities and investments, and U.S. clients on U.S. tax issues associated with business activity and investments outside the U.S.
Settlements
Assisting clients with negotiating tax aspects of settlements and advising on related tax withholding and reporting requirements.
Saulino Tax Counsel advises companies and individuals in the executive compensation area in a variety of contexts. The following represents the most common types of matters on which Saulino Tax Counsel renders advice:
Equity-Based Compensation
Assisting companies and individuals with understanding the company-side and employee-side tax ramifications of various equity-based compensation alternatives; advising companies in connection with negotiating “one-off” equity-based compensation arrangements for sought-after executives; drafting and implementing broad-based equity-based compensation plans for companies; and assisting individual executives and employees with negotiating and documenting the terms of equity-based compensation arrangements to achieve the desired tax results.
Employment & Severance Agreements
Assisting companies and individuals with negotiating and drafting employment and separation agreements to ensure compliance with §409A and minimize the adverse tax consequences associated with potential application of §162(m) and §280G.
Bonus Plans
Assisting companies and individuals with negotiating and implementing bonus plans to ensure compliance with §409A and minimize the adverse tax consequences associated with potential application of §162(m) and §280G.
Mergers & Acquisitions
Assisting companies and individuals in negotiating and drafting employment, consulting, transition services, and similar agreements in connection with M&A transactions to achieve tax-efficient results for the client.