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We routinely advise our clients in making investments and structuring transactions such as acquisitions, sales and mergers in a tax-efficient manner.  We often address the special tax issues affecting tax-exempt and offshore investors.  We have particular experience in the tax aspects of international transactions, where we often work with tax advisors in other jurisdictions to maximize overall tax efficiency.

In connection with restructuring transactions, we advise our clients regarding the possible impact of cancellation-of-indebtedness income or reduction of tax attributes.  We also counsel clients on the restrictions governing the use of net operating loss carryovers following a bankruptcy or other restructuring.

We assist our clients in creating tax-advantaged compensation arrangements, whether the employer is a corporation or an entity taxed as a partnership.

We have experience representing clients involved in tax controversies with federal and state authorities, at both administrative and litigation levels.

Experience

Matters on which we have worked include representations of or advice to:

• Numerous funds in creating tax-efficient structures for investments involving U.S. and other parties and multiple foreign jurisdictions.
• Offshore investors concerning strategies to avoid income effectively connected with a U.S. trade or business.
• Tax-exempt investors concerning strategies to avoid unrelated business taxable income.
• Employers and employees in the design of tax-efficient compensation structures.
• A tax advisor in connection with an IRS investigation of tax-shelter opinions.

Publications

• “Foreign Investment Funds Must Consider FATCA Compliance to Avoid U.S. Withholding Tax” by Kenneth Werner
• "A Loan Trader's Guide to Commercial Real Estate Loans" by Jon Kibbe, Paul B. Haskel, Michael Friedman and Kenneth Werner
• "Buying a Majority Interest in a Hedge Fund Manager: An Acquirer's Primer on Key Structuring and Negotiating Issues" by Scott Budlong, Eva Marie Carney, Thao Do, Eric O'Meara, William Orbe and Kenneth Werner published in The Hedge Fund Law Report
• "A Claims Market Emerges in Iceland" by Jon Kibbe, Louisa Watt, Jennifer Grady and Kenneth Werner

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Presentations

• RK&O partners co-host "From Creditor to Equity Holder: How to Make Your Post-Reorganization Equity Work Harder for You"

News & Announcements

• RK&O's representation of ORIX USA on agreement to acquire a majority interest in Mariner Investment Group mentioned in The Am Law Daily
• Kenneth Werner quoted in The Hedge Fund Law Report article "IRS Private Letter Ruling Offers Guidance to Hedge Funds Investing in Auction Rate Preferred Shares"
• Kenneth Werner quoted in the Compliance Week article "HIRE Act's Enforcement Loophole Stirs Worry"
• Kenneth Werner quoted in the Compliance Week article "IRS Preps Push to Disclose Uncertain Tax Positions"

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