What we do

Overview

The Ruchelman Law Firm provides a wide range of tax planning and legal services for foreign companies operating in the U.S., foreign financial institutions operating in the U.S. through branches, and U.S. companies and financial institutions operating abroad.

The core practice of the firm involves tax planning for cross-border transactions. This involves corporate tax advice under Subchapter C of the Internal Revenue Code, advice on transfer pricing matters, and representation before the I.R.S.

The private client group of the firm advises clients on matters related to domestic and international estate planning, charitable planned giving, trust and estate administration, and executive compensation.

The tax practice is supported by the corporate group, which provides legal representation in mergers, licenses, asset acquisitions, corporate reorganizations, acquisition of real property, and estate and trust matters. The firm advises corporate tax departments on management issues arising under the Sarbanes-Oxley Act.

The Ruchelman Law Firm maintains offices in New York and Toronto. The practice of the Toronto Office is limited to U.S. law.

Cross Border Transactions

Cross Border Transactions entail transfers of property, stock or financial and commercial obligations between related entities in different tax jurisdictions.

Examples include:

• Transfers of stock and assets in corporate reorganizations described under Sections 367 & 368 of the Code
• Categorization of intercompany financial instruments under thin capitalization rules
• Planning for earnings stripping rules that defer deductions
• Utilization of favorable tax treaty networks and
• Quantification of taxable income realized in outbound transfers

The firm practice emphasizes utilization of favorable tax attributes resulting from these transactions.

Transfer Pricing Matters

Controlled transactions are subject to arms-length pricing and related documentation standards in the U.S. and other countries. Several methods can be applied to measure whether transactions have been carried out at arm’s length and the methods do not always produce consistent results. The U.S. “best method” standard requires consideration of all possible pricing methods, the identification of the best method in the circumstances, and an explanation for discarding other methods.

The firm practice focuses on defining the proper relationship between controlled parties from both transfer pricing and business planning perspectives, taking into account transfer pricing rules in the U.S. and O.E.C.D. guidelines applied abroad.

Real Property Issues

There are international tax issues unique to the holding of real property interests including application of the Foreign Investment in Real Property Tax Act (FIRPTA), trade of business and related Effectively Connected Income (RCI), buy versus lease considerations, and financing issues.

There are local tax issues unique to the holding of real property interests including transfer taxes that require local law knowledge.

The firm practice considers all these areas in planning for investment in U. S. real estate.

I.R.S. Representation

I.R.S. representation entails knowledge of I.R.S. practice and procedure at the administrative level. The firm represents taxpayers from the commencement of the audit process through the level of appeals within the I.R.S.

The practice is consistent with Circular 230 requirements in general and with respect to listed transactions.

Mergers & Acquisitions

Mergers and acquisition transactions present numerous tax planning and compliance issues from the due diligence analysis through to implementation of specific tax strategies and assimilation of the target group into the acquiring group.

The firm practice handles all aspects of the mergers and acquisition process from the tax perspective including due diligence reports, acquisition structuring, post acquisition planning.

These aspects are handled both from the buyer and seller perspective.

Corporate Tax Management

Increased corporate governance requirements mean that tax advisors must tailor the quality of their advice to the client’s ability to implement and the scope of the client’s corporate governance practices and procedures.

The firm practice incorporates a general approach to tax advice that addresses corporate governance concerns.

The firm helps the tax departments of its corporate clients establish policies and procedures to address international tax compliance obligations and the need to document business purposes and actual transactions.

Corporate Reorganizations

Corporate reorganizations can take the form of transfers of assets for stock or stock for stock. In some cases, the transaction includes receipt of other “boot consideration”.

The firm practice concentrates on the maximization of the tax-free or tax-deferred consequences of the transaction and the proper alignment of tax attributes (earnings and profit accounts, carryover or stepped up tax bases) to the appropriate parties.