Withers Worldwide

State & local taxation

We advise clients on the US state and local tax implications of business transfers and restructurings. We perform multi-state income and sales tax analyses of mergers, acquisitions and disposals including evaluations of tax exposures from prior non-compliance. We also act on clients' behalf in audit defence and administrative disputes.

Each state (and in many cases even each town, city or county) in the USA has its own unique tax laws. Moreover, state revenue departments often are highly focused on enforcement; errors can be very costly.

We regularly provide planning advice and consultations for clients on all aspects of state and local tax, including:

State corporate franchise and income taxes.
Personal income taxes.
Sales and use taxes.
Inheritance, state estate and gift taxes.
Real and personal property transfer taxes.

Recent Work

Counseled London Stock Exchange-listed acquirer of a closely-held company on state tax benefits of Section 338(h)(10) election to treat stock sale as an asset sale, allowing acquirer to amortize purchase price.
Analyzed multi-state sales tax "nexus" for a software development company on its licenses into 30-plus states for purposes of negotiating indemnity provisions in stock sale.
Examined for client, as purchaser of operating company assets located in Texas and Oklahoma, potential for transferee liability for seller's unreported sales tax liability.
Advised New York financial services company with extensive real estate in New York City and Long Island on shareholder liability for state and city real estate transfer taxes arising upon transfer of stock in a reverse triangular merger.
Representing a non-New York resident client before the New York State Division of Tax Appeals in a Petition challenging taxation of gains and losses on real estate contracts.

Business

Tax

State & local taxation

Recent Work

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