Tax

Complex tax issues often arise in structuring strategic, commercial and financial transactions and investment products. To find practical solutions to these challenging issues, clients rely on Goodwin’s tax lawyers to advise on the full range of international, federal and state tax issues. Clients seek us out not only to address their tax issues on a transaction, but also to help them gain a competitive advantage by creating structures designed to solve the tax issues faced by the counterparties.

Corporate Transactions / Mergers & Acquisitions / Life Sciences Representation

Our tax experts advise on the full range of corporate transactions, including the formation of start-up companies, taxable and tax-free mergers and acquisitions, recapitalizations, cross-border transactions, research and development joint ventures, technology transfers, and leveraged buyouts. We work with issuers and investment banking firms in connection with securities offerings.

We work with private equity clients at every stage in the life cycle of an investment, from the structuring of the initial investment, follow-on rounds and the development of tax-efficient exit strategies with respect to the fund’s investments. 

In the life sciences space, our tax lawyers advise start-ups to mature public companies in structuring equity, acquisition and divestiture transactions. We have pioneered innovative structures to minimize corporate tax in strategic transactions for life science companies, including by structuring tax efficient M&A transactions to provide liquidity to life sciences company investors in sale and option transactions with pharmaceutical company buyers.

Private Investment Funds

We are accomplished in all aspects of the formation of investment funds and other collective investment vehicles across asset classes, including venture capital, private equity, real estate, credit, infrastructure, natural resources and public securities. Goodwin’s tax lawyers ensure that the fund is structured and documented to minimize the tax burdens to its investors and sponsors. Our experience includes the tax concerns of tax-exempt and non-U.S. investors. 

Real Estate Capital Markets and REITs

We are at the forefront in representing public and private REITs, real estate private equity funds, real estate developers, pension fund advisors and U.S. and non-U.S. investors on the structuring of real estate acquisitions and dispositions, financings and joint ventures. Our lawyers advised the drafters of the 1960 tax legislation that created REITs, and since then we’ve consistently served as tax counsel to REITs. Our REIT tax practice covers IPOs and rollups, including the largest-ever REIT IPO; equity and debt offerings; M&A, joint ventures, taxable and tax deferred acquisitions and dispositions.

 
Related Practices

Private Investment Funds

Few firms offer the breadth of practice that we bring to private fund managers and investors. We understand the issues specific to different types of funds and offer advice that comes from a wealth of experience across industries and global markets. Our lawyers work in all the key industries, including, real estate, venture capital, private equity, infrastructure, natural resources and hedge funds, raising funds worldwide that range from less than $50 million to over $12 billion. The depth and breadth of our experience allows us to provide our clients with the most current market terms for their industry as well as access to cutting-edge developments across industries.

We handle every stage in the life cycle, and we provide fund managers with the sophisticated level of counsel required for forming, advising and operating private investment funds. Within fund formation, we take a creative approach, starting with not only the specific objectives of a particular fund but also an assessment of how the fund fits within the client’s broader business goals. We then help fund managers determine the best structure and terms to achieve those goals.

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REITs and Real Estate M+A

When businesses need counsel at the intersection of real estate and the public markets, they turn to Goodwin, a proven leader and innovator. From the dawn of the REIT market in the 1960s through the modern REIT era that began in the early 1990s, our lawyers are the industry vanguard – helping to draft the Real Estate Investment Trust Act of 1960, pioneering the creation of the first public UPREIT structure, and successfully representing issuers in the largest and most complex REIT IPOs to date. Goodwin has been consistently recognized as a leader serving the public REIT market, including in connection with alternative uses of the REIT vehicle, REIT conversions and innovative compensation structures like the modern LTIP partnership unit. As REITs have matured into a mainstream investment with expanded reach around the globe, the industry’s top players continue to rely on our expertise and dedication. And as REITs seek to take advantage of regulatory reforms that broaden their access to capital, such as new exemptions from registration or innovative equity securities, our lawyers are always first on the scene.
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Related Practices
Private Investment Funds

Few firms offer the breadth of practice that we bring to private fund managers and investors. We understand the issues specific to different types of funds and offer advice that comes from a wealth of experience across industries and global markets. Our lawyers work in all the key industries, including, real estate, venture capital, private equity, infrastructure, natural resources and hedge funds, raising funds worldwide that range from less than $50 million to over $12 billion. The depth and breadth of our experience allows us to provide our clients with the most current market terms for their industry as well as access to cutting-edge developments across industries.

We handle every stage in the life cycle, and we provide fund managers with the sophisticated level of counsel required for forming, advising and operating private investment funds. Within fund formation, we take a creative approach, starting with not only the specific objectives of a particular fund but also an assessment of how the fund fits within the client’s broader business goals. We then help fund managers determine the best structure and terms to achieve those goals.

Read More
REITs and Real Estate M+A
When businesses need counsel at the intersection of real estate and the public markets, they turn to Goodwin, a proven leader and innovator. From the dawn of the REIT market in the 1960s through the modern REIT era that began in the early 1990s, our lawyers are the industry vanguard – helping to draft the Real Estate Investment Trust Act of 1960, pioneering the creation of the first public UPREIT structure, and successfully representing issuers in the largest and most complex REIT IPOs to date. Goodwin has been consistently recognized as a leader serving the public REIT market, including in connection with alternative uses of the REIT vehicle, REIT conversions and innovative compensation structures like the modern LTIP partnership unit. As REITs have matured into a mainstream investment with expanded reach around the globe, the industry’s top players continue to rely on our expertise and dedication. And as REITs seek to take advantage of regulatory reforms that broaden their access to capital, such as new exemptions from registration or innovative equity securities, our lawyers are always first on the scene.
Read More

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