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Nossaman LLP



Nossaman represents public, tax-exempt, and private entities, as well as individuals, on all aspects of federal, state, and local taxation and tax planning. We regularly help our clients structure, negotiate, and document M&A, financing, acquisition, reorganization, syndication, lease, and other taxable and nontaxable transactions. We help to structure these transactions so they qualify for favorable tax treatment for our clients, and we support our clients' tax positions with legal opinions where necessary and appropriate.

Nossaman attorneys are experienced in representing corporations and shareholders in connection with taxable and tax-free mergers, acquisitions, and reorganizations and with public and private offerings of equity and debt. We also advise corporate and shareholder clients regarding equity compensation plans and arrangements, including restricted stock, qualified and non-qualified stock option plans, phantom equity arrangements, stock appreciation rights, performance units plans, and non-qualified deferred compensation arrangements under IRC Section 409A.

Our clients include entities that are taxed as partnerships or are disregarded for federal income tax purposes, such as limited partnerships and limited liability companies, and their owners. Our work includes handling contributions of property and services in exchange for capital and profits interests, tax item allocations, and other transactions between entities taxed as partnerships and their owners or third persons.

Nossaman is experienced in personal income tax, corporate tax, partnership tax, property tax, sales and use taxes, possessory interest taxes, and documentary transfer taxes. We also represent clients in tax audits and other taxing agency conflicts.

We help our clients determine the proper entity through which to conduct their business, such as a C Corporation, S Corporation, general partnership, limited partnership, limited liability company, sole proprietorship, or joint venture, including advice as to the costs to set up and maintain different types of entities and how those entities will be taxed.

Our clients include a wide range of tax-exempt entities, including public charities, private foundations, community benefit organizations, trade associations, and title-holding companies. We provide these clients with guidance regarding applications for tax exemption, the principles of private benefit, private inurement, and "unrelated business taxable income," affinity relationships, intermediate sanctions, self-dealing, executive compensation, charitable fundraising, and other issues unique to tax-exempt entities.

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