Multistate Counseling & Transactional Advice

When it comes to state and local tax issues, you need to ensure that your transactions are carefully planned and that the necessary legal documents are properly drafted. Our experienced practitioners are constantly dialed in to nationwide developments. Because we are at the forefront of related litigation, you also get the benefit of our big picture, forward-thinking view of a transaction. We help you evaluate the risks of a planning strategy or tax position in light of potential litigation.

Clients call on Alston & Bird for assistance with a variety of issues for all types of taxes in every state and in many local jurisdictions. For example, we recently represented six separate coalitions of taxpayers in negotiating prospective-only collection agreements for sales and use taxes.

• Representing Fortune 100 companies in structuring and forming tax-efficient intellectual property management and licensing groups, as well as tax-efficient captive REITs.
• Representing a Fortune 100 company with the structure and implementation of a $1 billion offshore captive insurance company.
• Structuring and analyzing the state tax effects of complex acquisitions to achieve state tax efficiencies, conducting due diligence investigations to uncover potential state tax liabilities, and drafting and negotiating tax provisions in the acquisition agreements to provide our client proper protections and recourse.
• Structuring and negotiating complex real estate acquisitions involving public REITs to minimize transfer and corporate income and franchise taxes.
• Structuring and forming tax-efficient receivable and securitization companies.
• Represented a multinational insurance/financial services company in negotiating and structuring a $2 billion outsourcing transaction to minimize state and local sales, use, and other transaction taxes.
• Conducting multistate surveys of the state income tax treatment of various issues, including sourcing of gains under IRC § 311(b), business versus nonbusiness income/loss, elections under IRC § 338(h)(10), and the state income and franchise tax treatment of captive REITs.
• Organizing numerous multistate registration projects involving both new companies and existing companies with a history of uncertain or aggressive nexus positions, including negotiating with virtually all states on terms of registration and implications for prior periods.
• Conducting multistate surveys of the state tax treatment of various telecommunications and ancillary services.
• Conducting multistate surveys of the sales tax treatment for a wide variety of business activities, including packaging, inserts, distribution of catalogs and sample products, drop shipment transactions, electricity used in the process of producing natural gas, and security services.
• Researching state thresholds for employer withholding-tax responsibility for employees.
• Researching state availability of dividend-received deductions.
• Advising a multinational corporation in evaluating the state tax implications of a major adverse tax court decision involving the interplay between state income taxes and state premium taxes.