Roberts & Holland LLP

Creative solutions for today’s complex, multi-tiered business organizations often require blending state and local tax expertise with our substantive knowledge of the federal tax treatment of corporate, partnership, real estate and international transactions. To provide our clients with this capability in New York’s challenging tax environment, Roberts & Holland has developed extensive in-depth experience working with virtually all the New York State and City taxes. Our attorneys address state and local tax issues with the same intensity, creativity and overall business perspective they apply to federal tax issues.

Our clients include banks, utilities, insurance companies, public and privately held manufacturing, retail, service, finance and real estate companies. We also provide New York tax expertise to tax professionals across the country, functioning as a special resource to major law firms, accounting firms and in-house corporate tax departments. We have been brought in as special counsel on a number of large mergers, which although tax free for federal purposes, had the potential to involve significant New York State and City sales and transfer taxes. We have been able to identify structural and operational issues and develop solutions to minimize taxes for the new corporate group.

In addition to structuring major transactions, such as mergers, acquisitions, dispositions, refinancings and public offerings, we also provide overall tax planning and assistance in the conduct of audits, appeals and litigation. For many of our national and international clients, a fundamental question is whether sufficient nexus exists to be subject to New York tax, a question that requires analysis of the entity’s activities and, increasingly, its involvement with affiliates that are present in the State. We advise on issues of allocation and apportionment, unitary business and combined reporting.

In addition to the State Franchise Tax and City General Corporation Tax applicable to most corporate enterprises, the State and City apply special tax regimes to banks, utilities, telecommunications, transportation and insurance companies, under which income from business operations, investments and subsidiaries is treated differently. And because businesses conducted in non-corporate form, including LLCs and LLPs, frequently encounter difficulty with New York City’s Unincorporated Business Tax (UBT), our extensive experience with the taxation of pass-through entities in many different industries enables us to provide our clients with creative planning ideas, as well as assistance with UBT audits. We also represent clients in sales, personal income, residence, gift and estate tax matters.

We are widely recognized for our skill and experience dealing with the many transactional taxes that New York applies to real estate transactions, which can have significant, often unanticipated, effects. We advise clients on all aspects of these taxes, from straightforward property sales to sophisticated leasing transactions, partnership structures, corporate mergers and spin-offs, securitized financings, workouts, foreclosures and bankruptcies. Due to the breadth of our planning and controversy experience in this area, we are often called upon to work with government officials and legislative committees to develop statutory provisions, regulations and administrative solutions to industry problems.

Roberts & Holland has developed excellent working relationships with New York State and City tax administrators based on technical expertise and mutual respect. We can readily access the right people to secure informal guidance or expedite rulings, audit resolutions and settlements. Many of our Fortune 500 clients call upon us to help them effectively navigate the complex administrative practices and procedures involved in the audit and appeals processes of the State and City. If a case must go to trial, our attorneys bring a wealth of litigation experience to the counsel table, including an intimate knowledge of the structure, procedures and operations of New York’s Tax Tribunals. We have litigated issues under virtually every type of State and City tax at every level in the judicial system, including the New York State and City Tax Appeals Tribunals, the New York State Supreme Court and the Appellate Divisions, and the Court of Appeals, New York’s highest court.