Domestic and International Taxation for U.S. Persons and Non-U.S. Persons including cross-border transactions, transfer pricing and supply-chain issues, acquisitions and mergers involving private equity companies and joint ventures involving U.S. persons as well as foreign companies and individuals, repatriation of off-shore earnings and profits, etc. Mr. August advises clients, both business companies and their owners, frequently in working with their legal and other professional advisors, in the following areas of the tax law, both U.S. and foreign.
- Foreign Business and Investment Activities Conduct by Non-U.S. Persons in the United States. Planning issues including choice of business entity capitalization and tax-free formation, private equity investments in the U.S., foreign feeder organizations, funds of funds, investment in U.S. real property and U.S. real property holding companies, internet and e-commerce business operations conducted within and without the U.S; use of the IC-DISC or FDII rules for foreign based sales activities, base erosion issues involving foreign affiliates, and foreign tax credit planning. Withholding and other tax compliance matters. Executive compensation issues.
- U.S. Business and Investment Activities Overseas. Outbound investment by U.S. companies and persons, including multinational business entities (public or private), including branch and hybrid entities, joint ventures involving two U.S. citizens or residents, in establishing or expanding business operations overseas, taxation of U.S. shareholders owning stock of controlled foreign corporations and passive foreign investment companies, sourcing rules for lending and financial services as well as e-commerce, use and limitations with respect to foreign tax credits, repatriation strategies for on-shoring foreign profits, including withholding and other tax compliance matters.
- Tax Treaties. The purpose of bilateral tax treaties involving the U.S. is to avoid double taxation and otherwise provide each jurisdiction with exchange of information and resolving disputes.. Mr. August is frequently engaged in advising clients on tax treaty benefits as well as potential traps for the unwary, including dual residence and permanent establishment issues, limitation of treaty benefits or anti-treaty shopping issues, exchange of information and mutual cooperation treaty procedures, OECD/G20 Base Erosion and Profit Shifting Project white papers and U.S. Model Treaty factors. Jerry has substantial experience advising clients on tax treaties involving the United States and Canada, The Peoples Republic of China, European countries, Mexico, Australia and New Zealand, Chile, India and Israel to name a few.
- Partnership and Corporate Taxation; including entity formation, debt-equity considerations and recapitalizations; private equity acquisitions and sales of U.S. and foreign based companies, planning for liquidity events for investors and service participants, individual and corporate loss limitation rules, taxation of entity conversions. Joint ventures involving U.S. and/or non-U.S. persons, including negotiating and drafting allocation and distribution provisions in partnership or LLC operating agreements, issuing profits or carried interests, Avoiding application of the disguised sales rules for partnership distributions. Taxation of C and S corporations and their shareholders, including operating and liquidating sales and distributions as well as spin-offs and split-ups.
- Mergers and Acquisitions; including reorganizations, recapitalizations, private equity acquisitions of private companies. Purchases and sales of U.S. and cross-border businesses and assets; debt and/or equity restructurings. Repatriation of profits from foreign based companies. Frequently works with legal counsel for private investors, investment bankers, angel funds, venture capitalists and investment advisors in being “brought into” the deal for tax planning and tax risk management advice.
- Federal Taxation of Income, Deductions and Credits, including tax accounting and compliance issues, loss limitation rules on interest and basis, structured settlements from civil disputes or litigation; corporate alternative minimum tax or BEATS, and advising corporate clients with respect to uncertain tax position (UTP) reporting and assisting accounting firms in reporting reserves for contingent tax liabilities under GAAP per ASC 740-10. Advising managing members, general partners as well as members and investors in partnerships as to the potential impacts of the partnership audit rules.
- Structured Settlements, including settlements of marital and post-marital property agreements or court orders, business and personal injury claims and settlements, and related tax compliance matters.
- Taxation of Intangibles, including patents, copyrights, research and development expenditures, cryptocurrency, notional contracts, cost-sharing agreements involving intangibles and on-shoring and off-shoring of intangibles, permanent establishment issues associated with licensing agreements involving interstate and international commerce including Pillar One “end use” taxes. Important sourcing rules and transfer pricing rules.
- Real Estate Taxation, including sales or other dispositions, work-outs, refinancings, like-kind exchanges, foreign investment in U.S. real property interests and related withholding and compliance matters. Tax issues and proceedings in federal bankruptcy cases involving corporations, partnerships, individual debtors, creditors, individual debtors. Workouts and debt restructurings. Tax credits allowed for specified investments in qualified opportunity zones, “new markets”, low-income housing, etc.
- Employment Taxation, including the determination of employee versus independent contractor status, residence issues under the Internal Revenue Code or under state or local law, applicable employment taxes in foreign countries, secondment arrangements, temporary employment overseas, equalization agreements arising from executive and employee transfers. Also included in this category is the taxation of deferred compensation and parachute payment rules attendant to a “change of control” transaction.
