The following transactions and cases represent some of the matters members of the firm have handled:
- Organization of family holding companies and real estate subsidiaries and transfers of interests in the holding companies to generation skipping trusts using grantor trusts, gifts, and installment sales with guarantees.
- Preparation of trusts for families and individuals with assets from $2 million to over $100 million.
- Formation and qualification of medical research organizations and other private foundations.
- Preparation of charitable remainder and charitable lead trusts.
- Estate freezes and other growth shifting maneuvers to assure closely held family enterprises are not required to be sold at death to pay estate taxes.
- Preparation of estate and gift tax returns.
ESTATE PLANNING MATTERS
- Litigation and controversies over trust accountings, including representation of trustee in litigation in Los Angeles Superior Court requiring a 15 year accounting for a family trust owning a real estate business.
- Will contests and suits for breach of trust.
- Suits to recover trust and estate assets.
- Suits for fiduciary abuse.
- Suits for undue influence and elder abuse.
- Suits to enforce payment of life insurance contracts.
- Advising stockholders in controversies and litigation over control of closely held companies.
- Trials of tax cases in the Tax Court.
- Claims for refund of income and estate tax
- Tax refund suits in U.S. District Court for the Central District of Los Angeles.
- Appeals of tax cases to U.S. Court of Appeals for the Ninth Circuit and the District of Columbia Circuit.
- Civil income tax audits of taxpayers.
- Property tax appeals.
LITIGATION AND CONTROVERSIES
- Representation of real estate developer in permanent loans of $2 to $100 million and construction loans of $3 to $10 million.
- Representation of real estate owners in tax free exchanges of real estate involving partnerships, sale/lease transactions, and construction.
- Requests for property tax advice to State Board of Equalization property tax counsel and for property tax rulings or opinions to county assessors, including advice with respect to:
- a.Application of parent child exclusion to transfer in trust after passage of Proposition 13 as a result of death occurring before passage of Proposition 13;
b.Environmentally impacted properties;
c.Efficient use of $1 million parent child exclusion when estates are divided;
d.Application of parent child exclusion to equal but non pro rata funding of subtrusts created at death of a parent;
e.Use of nominee agreements to assure financings of irrevocable trust properties can be accommodated under Proposition 13 rules; and
f.Correction of record title to property held of record by partners as tenants in common but beneficially owned by their partnership.
REAL ESTATE MATTERS
- Tax advantaged liquidation of hotel company and its reorganization as three limited partnerships involving assets of over $200 million.
- Preparation of principles of governance and organizational agreements for family agricultural business worth over $100 million.
- Tax advice on sale of contract manufacturer for over $68 million.
- Recapitalization of one of the largest closely held timber companies in the United States with voting and non voting stock.
- Formation of venture capital and other investment funds and preparation of disclosure for their private placement memoranda.
- Preparation of management agreements, employment agreements, transfer agreements, side letters, and other documents for venture capital funds and their affiliates.
- Preparation of limited partnership agreement and limited liability company agreement for securities dealer.
- Organization of real estate development and shopping center limited partnerships and limited liability companies.
- Complex conversion of corporation engaged in telecommunications research with 90 shareholders to limited liability company with operating subsidiary.
- Organization of limited liability companies to research and develop technology and related tax advice.
- Organization of patent holding companies and patent marketing companies and drafting exclusive licenses between them in various industries.
- Conversions of general and limited partnerships to limited liability companies for businesses with assets of over $50 million.
- Mergers, acquisitions, and tax free split ups of closely held companies.
- Preparation of shareholder agreements and buy out agreements for closely held companies.
- Tax planning and tax opinions with respect to various business transactions.
- Letter ruling requests to the IRS.
TAX AND CORPORATER MATTERS