Criminal Law

• Fraud
  Issues litigated for clients have included partnership basis swap issues, distributions in corporate redemptions, the impact of buy-sell agreements on controlled foreign corporation status, tax basis of patents, research and development expenditures, and the open transaction doctrine. We have also litigated executive employment contracts, the investment interest deduction, the valuation of minority interests, charitable contributions including conservation easements, and tax penalties. Although we do not act as trial counsel in criminal cases, we represent clients in tax fraud investigations or where there is a concern that tax fraud might be asserted, with the objective of avoiding criminal indictment.

Business and Corporate Law

• Mergers and Acquisitions
  Morris L. Kramer has concentrated on corporate and real estate taxation since 1960. He works with REITs and advises clients on their formation and structuring to achieve the most tax-efficient methods of property transfers and ownership, including the use of umbrella partnerships, and has dealt with management and services issues, as well as the other complex qualification requirements. A former member of the Executive Committee of the Board of Governors of NAREIT, he has crafted tax legislation important to the REIT industry. He has advised clients on the formation of corporations, mergers and acquisitions, liquidations, tax-free and bankruptcy reorganizations and has dealt extensively with net operating loss carryovers and complex corporate tax problems that arise in bankruptcy proceedings.
• Business Transactions
  Joseph Lipari, for more than 30 years, has counseled U.S. and foreign clients on complex business transactions, including the purchase and sale of businesses and structuring their investments. He has represented developers of hotels, shopping centers and assisted living facilities, as well as institutional real estate investors, in a wide variety of real estate transactions, from the formation and restructuring of partnerships for the acquisition, development and operation of real property, to UPREIT transactions, sales, tax-free exchanges, co-op and condominium developments, and workouts and foreclosures, including mortgage restructurings, property exchanges, short sales of real property and other forms of debt relief.
• Limited Liability Companies
  Workouts, restructurings and refinancings of partnerships, limited liability companies, and corporations engaged in the ownership, rental, or development of real estate frequently raise special tax issues and present their own potential pitfalls and opportunities. When the debt on a property exceeds its fair market value and the owner can repay or acquire the debt for less than its face amount, the after-tax economics of a transaction can be vastly different depending upon how the transaction is structured. Implementing such transactions requires coordinating a variety of income tax rules, including those relating to discharge of indebtedness and partnership taxation, with a host of other variables, such as available structures for ongoing financing, the estate planning needs of the principals, and state and local transfer, recording, and similar taxes. We have broad experience in creating structures that address these complex requirements.

Employment Law

• Employment Contract
  He advises clients on tax and structural issues related to executive compensation from both an employer and employee perspective. He has negotiated and designed employment contracts, agreements for providing services in a non-employee capacity, stock bonus and stock option plans, and supplemental executive retirement plans and other deferred compensation arrangements.
• Severance Agreement
  We are frequently engaged to act as independent counsel for CEOs and other senior officers negotiating employment agreements and compensation packages with public and privately held companies. Acting sometimes for the company and other times for the executive, we have designed severance agreements involving “golden handcuffs,” “golden parachutes,” and other arrangements to protect the position of management in unfriendly takeovers. Because of our international experience, we also work with non-U.S. executives and U.S. expatriates to design compensation arrangements structured to minimize the impact of U.S. and foreign income and estate taxation.

Property Law

• Real Estate Transactions
  Ezra Dyckman has concentrated on the federal, state and local taxation of real estate transactions for more than 25 years, working with clients that range from families and developers to private equity funds and publicly held REITs. He has structured, from a federal, state and local tax perspective, many complex like-kind exchanges, as well as a wide variety of tax-efficient partnership transactions, including sales of partial interests, mergers, split-ups and various forms of workout transactions. He has also worked extensively on a variety of transactions involving C Corps, S Corps and REITs, including mergers, spinoffs, recapitalization, purchases and liquidations. He coauthors a bimonthly column on Real Estate Taxation in the
• Easement

Immigration Law

• Citizenship and Naturalization

Trusts and Estates

• Estate Planning
  Our approach to estate planning is premised on the belief that the transfer of assets to one’s heirs at the lowest possible tax cost is only one part of the equation. It is just as important to integrate family, business and charitable objectives into the design of an overall estate plan that minimizes income, estate, gift and generation-skipping transfer taxes, as well as transaction costs.
• Wills
• Trusts
  Quincy Cotton works with high net worth individuals and principals of closely held businesses to develop succession and estate plans that identify and address the challenging issues necessary to achieve overall family, business and tax goals. She works with families and family enterprises that hold a wide variety of business and investment assets, structuring insurance trusts, dynasty trusts, defective grantor trusts, grantor retained annuity trusts, qualified personal residence trusts and charitable trusts. She has experience regarding the special rules for retirement assets (IRAs and qualified plans) and her understanding of the income tax aspects of partnerships and LLCs enables her to employ sophisticated planning techniques involving the use of family limited partnerships and entity freezes.
• Probate

Finance Law

• Bankruptcy
• Foreclosure
  We are widely recognized for our skill and experience dealing with the many transactional taxes that New York applies to real estate transactions, which can have significant, often unanticipated, effects. We advise clients on all aspects of these taxes, from straightforward property sales to sophisticated leasing transactions, partnership structures, corporate mergers and spin-offs, securitized financings, workouts, foreclosures and bankruptcies. Due to the breadth of our planning and controversy experience in this area, we are often called upon to work with government officials and legislative committees to develop statutory provisions, regulations and administrative solutions to industry problems.
• Tax Law
  Organized more than sixty years ago, Roberts & Holland is the largest law firm in the United States engaged primarily in the practice of tax law. Our clients and their advisors, aware that we limit our practice to tax and related matters, believe we have the broadest concentration of tax expertise of any law firm and are uniquely qualified to provide the professional services and technical support they need. Many of our clients rely upon us to augment their in-house tax capabilities to solve technical tax problems, structure intricate transactions and handle complex tax audit and litigation matters.