Practices
Tax

Tax

When it comes to Connecticut tax issues, sophisticated businesses and individuals from across the country come to Shipman’s Tax lawyers to solve their complex problems and determine their best strategies. U.S. News & World Report and Best Lawyers has rated Shipman as "Best Law Firms" Tier 1 for Tax Law, Hartford. Our Tax Group received these high rankings based on positive rating by clients and peers for the quality and breadth of our legal experience, and the high level of respect we have earned for our abilities, professionalism and integrity.

Our clients’ goals and objectives serve as the blueprint for our course of action navigating complicated tax laws and regulations, determining tax-planning decisions, and responding and reacting to disputes with tax authorities. Working with lawyers in Shipman’s real estate and business and finance groups, we craft creative tax solutions related to, for example, mergers, acquisitions, divestitures, spinoffs, reorganizations, split-offs, shareholder redemptions, joint ventures, real estate ventures, and like-kind exchanges. In addition, we represent clients before the Internal Revenue Service and at every stage of the Federal and State of Connecticut audit process, including representation at the audit and appellate level and, where necessary, in tax litigation.

Our clients include:

High-net-worth individuals
Family-owned and privately held businesses
National and multinational companies
Closely held businesses organized as limited liability companies
Partnerships and S corporations
Nonprofit and exempt organizations
Real estate joint ventures

We have been called upon in the past to draft state tax laws and legislation, including Connecticut statutes governing the state taxation of the financial service industry for insurance companies, financial institutions and their affiliates. The Chair of Shipman’s Tax Practice, Louis Schatz, has been appointed to several State of Connecticut tax panels, advisory boards and special committees tasked with reviewing and providing recommendations on a range of State tax laws.

Our multidisciplinary Opportunity Zones Team includes lawyers from our Tax, Business and Corporate and Real Estate groups, who are experienced in advising clients on the federal Qualified Opportunity Zones program. We provide guidance to all potential Opportunity Zone participants, including institutional investors, developers, banks, private equity and venture capital firms, fund sponsors, private investors, family offices, and nonprofits.

We represent corporations, limited liability companies, partnerships, joint ventures and closely held businesses on a national scale, handling matters including business transactions, corporate acquisitions and dispositions, leveraged buy-outs, tax-free reorganizations, taxable sales of stock or assets, and debt and equity offerings. The Chair of our Tax Practice, Louis Schatz authored Connecticut Limited Liability Act: Forms and Practice Manual, one of the only, if not the only, treatise on limited liability companies that is focused solely on Connecticut law.

We counsel international, national and local businesses with respect to Connecticut business taxes, sales and use taxes, real property or conveyance taxes, and personal income tax, and explore creative tax credits and incentives, including those in connection with environmental remediation and brownfield redevelopment. This advice includes counseling clients on the proper structure for transactions and business relationships (such as joint ventures, construction contracts, etc.); the qualification for state tax exemptions and credits; the standards for nexus, combined reporting and the disallowance of affiliated entity transactions; and domicile and residency matters. We also negotiate transactions between closely held corporations (such as S corporations) and their shareholders. In addition, we work with our colleagues in the Employee Benefits and Employment and Labor Groups to identify incentive and non-qualified stock options and other forms of executive compensation for C-Suite and key executives.

We work with business clients in many industries in the defense of audits, the prosecution of administrative appeals and, when necessary, the handling of matters before Tax Courts.

Businesses across the country come to Shipman’s state and local tax team for Connecticut and municipal tax matters. We handle issues relating to the Connecticut corporation business tax, sales and use tax, individual income tax, insurance premium tax, real estate conveyance and controlling interest transfer taxes, utility and excise taxes, and the municipal property tax. Our blog, CTTaxAlert.com offers the latest guidance on key administrative, legislative and case law developments on Connecticut state and local taxes (SALT) and how they affect businesses, municipalities, and individual taxpayers. Our tax lawyers have also developed extensive experience representing and counseling clients facing Connecticut residency issues.

We have significant involvement in the development and implementation of legislative and administrative tax policy. We have chaired and/or sat on committees appointed by the Connecticut General Assembly and the Connecticut Department of Revenue Services to address such matters as the taxation of the financial services industry, the apportionment of income by various industries, the taxation of partnerships, limited liability companies and their owners and the Streamlined Sales Tax Project. We also have authored or co-authored legislation governing the taxation of the financial services industry, the enactment of exemptions from the Connecticut corporation business tax, sales and use tax and the insurance premium tax, and the promulgation of new special tax incentives and credits. We work regularly with the Connecticut Department of Revenue Services in the preparation and implementation of legislative and administrative proposals proposed by the Department and/or the taxpayer community, permitting us to advance the interests of our clients, and keep them apprised of developments in the law in areas where there may be little or no written guidance.

Experience

Mergers, acquisitions & joint ventures

Acquisition of Life Sciences Research Company

SARORAS Private Capital

Represented an affiliate of SARORAS Private Capital, a private equity fund that invests in growing companies in the technology-enabled services industry, in connection with its multi-million acquisition of InCrowd, Inc., a leading market research company in the life sciences industry. Our representation included both the creation of a new platform for the investor syndicate, as well as a merger transaction to acquire the target company.

Acquisition of Telecommunications Company Based in the Midwest

Represented a telecommunications company in connection with the acquisition of 100% of the stock of a national telecommunications company based in Michigan, by a new, wholly-owned acquisition subsidiary. The selling shareholders and the buyer entity agreed to file a Section 338(h)(10) election to treat the transaction as an asset sale for tax purposes, providing the buyer with a step up in basis and creating potentially more value to a subsequent asset buyer in the future. In addition to negotiating and preparing the stock purchase agreement and related ancillary documents, and reviewing the target company’s due diligence materials, our team also negotiated employment and non-compete agreements for the target company’s principal shareholders, who will remain with the company under its new ownership.

Quasi-public agencies

Formation of Spin Out for Connecticut Green Bank

Connecticut Green Bank

Shipman & Goodwin represented the Connecticut Green Bank in the formation of a non-governmental entity called Inclusive Prosperity Capital (IPC). IPC will operate Connecticut Green Bank programs that finance solar panel arrays and other energy offerings for low and middle-income homeowners, multifamily properties, small businesses, schools and nonprofits. IPC’s goal is to preserve Connecticut’s efforts to increase private sector investments in solar and other forms of clean energy. Our attorneys handled the organizational documents and the application for 501(c)(3) qualification for IPC, as well as administrative support agreements and board governance and approval issues, including the statutory authority of a quasi-public agency to create a non-governmental organization to carry out its purposes. The firm also obtained a favorable Advisory Opinion of the Citizen’s Ethics Advisory Board addressing “revolving door” questions arising as a result of the transition of certain Connecticut Green Bank employees to IPC.

General

Sale of Really Good Stuff, Inc.

Really Good Stuff, Inc.

Represented Really Good Stuff, Inc., a multi-channel marketer of innovative classroom products and teaching tools in its successful sale to Excelligence Learning Corporation, a leading developer, manufacturer, distributor, and multi-channel retailer of educational products. As an innovation leader, Really Good Stuff offers over 7,500 products (500 new products annually) to meet the needs of teachers and classrooms in the K-8th grade market.

The strategic acquisition of Really Good Stuff expands Excelligence’s market, which will now include pre-K early childhood programs, preschools and grades K-8, and allows both companies the opportunity to leverage their respective core strengths and resources to create customized solutions for school districts across the country. In connection with the acquisition, a team of Shipman & Goodwin attorneys, working with Really Good Stuff’s regular outside corporate counsel, represented Really Good Stuff on tax, pension, environmental and Connecticut business matters. For more information, read the press release.

Business and Tax Representation for Premier Catering Company in Tri-State Area

The Abigail Kirsch Companies

Served as General Counsel for close to 20 years to the premier catering company in the NY, NJ and Connecticut region, including the representation of the controlling owners of the company in the successful multi-million dollar sale of the business to the world’s leading operator in the catering and support services industry.

$203 Million Financing for University Health Ambulatory Care Center

Shipman & Goodwin represented a major university health center in a $203 million financing for the construction of a state-of-the-art ambulatory care center. Our representation involved the negotiation of intricate loan documents and title insurance; complex title, surveying and land use issues; avoidance of environmental problems; corporate governance; navigation of liability issues; drafting of sophisticated bankruptcy opinions; and arrangement of the client’s qualification for exemption from taxes.

LIHTC Financing of Affordable Housing Development in New Haven

Represented a large regional developer with respect to a series of transactions which will result in the rehabilitation and renovation of the former Welch Annex School in New Haven into 30 apartments providing 100% deed-restricted affordable housing as part of New Haven’s Hill-to-Downtown Project. The transactions involved simultaneously closing on the acquisition of the property, 4% low-income housing tax credit financing from the Connecticut Housing Finance Authority, Housing Trust Fund financing from the Connecticut Department of Housing, CDBG financing from the City of New Haven and an unsecured loan from a related party, while entering into a joint venture agreement with a tax credit investor. In addition, our team prepared and negotiated the construction contract and various subcontracts, efficiently navigating the myriad requirements of the various governmental agencies involved.

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