Corporate

Dean Mead’s Corporate and Tax Department handles tax planning issues for businesses and individuals. The attorneys in our firm have extensive experience in a full range of tax specialties and areas, including sales and purchases of businesses, mergers and acquisitions, corporate restructurings, conversion to S corporation status, tax planning for real estate transactions, debt restructuring, tax controversies, state and local tax issues, agribusiness, employee benefits, ESOPs, and all types of business entities, including LLCs, S and C corporations, partnerships, charitable and other not-for-profit organizations.

Areas of Experience

• Formation and Representation of All Business Entities
• Corporate Reorganizations, Separations and Restructurings
• Mergers and Acquisitions
• Purchases and Sales of Businesses
• Partnerships, S Corporations, C Corporations, LLCs, Professional Associations
• Federal and State Laws
• Non-profit and Charitable Organizations
• Qualified Opportunity Funds and Qualified Opportunity Zone Businesses

Mergers and Acquisitions; Corporate Separations and Restructurings

A large part of our practice involves providing tax advice to our clients in connection with the sale and purchase of businesses, including mergers and other tax-free reorganizations, stock sales, purchases and redemptions, and asset sales and purchases. This may also involve tax-free corporate spin-offs, split-offs and split-ups.

Additionally, the firm has extensive experience in the restructuring of divisions of an existing entity into multiple entities for liability protection and other non-tax purposes, whether as a qualified subchapter S subsidiary (QSub) or as a single member, limited liability company.

S Corporation Taxation

Dean Mead has a national reputation as one of the preeminent firms dealing with all phases of S corporation planning, including: (i) the formation, operation and liquidation of S corporations; (ii) dealing with the limitations on the type and number of eligible S corporation shareholders; and (iii) the conversion of C corporations into S corporations.  Steve Looney is a former Chair of the S Corporations Committee of the ABA Tax Section. He lectures extensively nationwide, writes and publishes numerous articles in national journals on S corporation planning and maximizing the new deduction under Section 199A for shareholders of S corporations, and is a co-author of a tax treatise on tax planning for S corporations. 

Qualified Opportunity Zones

Our attorneys have been at the forefront of advising clients on the tax advantages of investing in Qualified Opportunity Funds, as well as the qualification and structuring of entities as Qualified Opportunity Funds and Qualified Opportunity Zone Businesses for our clients.

Formation and Administration of Business Entities

We assist businesses in selecting and establishing the best legal entity to conduct a business, including partnerships, LLCs, S corporations, and C corporations. Our Corporate and Tax attorneys also assist clients in all aspects of tax planning related to the operation of their businesses (whether a partnership, LLC, S corporation, or C corporation) by providing an analysis of all relevant tax, liability and  operational consequences of the choices for new and existing business entities.

Real Estate

Our attorneys provide a broad array of services in connection with real estate transactions, including the structuring of tax-free exchanges (forward, reverse, and build-to-suit exchanges), planning to preserve long-term capital gains in connection with dispositions of real estate, and the structuring of joint venture arrangements for the acquisition and/or development of real properties. Dean Mead is recognized as a national leader in the areas of like-kind exchanges and taxation of real estate development. We have extensive experience negotiating and drafting RESPA Affiliated Business Arrangements for developers so that they may share in the income generated by the title policies and mortgage loans originating from their developments.

Special Allocation Techniques

Our work for family businesses and other closely-held businesses has given us the opportunity to design, draft and create a wide variety of business structures  ranging from corporations to family limited partnerships to limited liability companies that have special allocations to freeze the value of one set of equity owners with a preferred return of income and shift appreciation to another set of equity owners. While this planning technique has seen limited use in recent years, it is still a valuable tool that could create tax favorable results as we design entities for investments in Qualified Opportunity Funds.