Federal, State and Local Tax Law – Advice and Planning:
An Experienced New England Practice with Worldwide Connections

At Downs Rachlin Martin PLLC (DRM), delivering high quality legal services and personal attention to clients are our highest priorities. A solid reputation spanning 57 years and a dynamic, expanding practice with more than 85 attorneys and legal professionals provide the measures of our success. Our selection as Lex Mundi’s Vermont member firm places us among 160 prestigious law firms in 99 countries.

DRM’s tax attorneys provide sophisticated, creative and practical legal solutions to tax matters arising from business activities and transactions.

The Tax Team provides tax advice and planning to clients on a wide range of corporate and commercial issues, executive compensation and benefits, partnerships and transactions involving United States investments by foreign entities and individuals. Additionally, we counsel captive insurers on how to optimize tax advantages. We advise clients regarding a variety of state and local tax matters, including tax audits, appeals and structuring business activities to minimize state tax liabilities. Our areas of focus include:

• Corporate and commercial issues
  DRM’s tax team advises businesses on formation issues such as choice of entity, represents buyers and sellers in complex stock and asset acquisition transactions, devises structures that efficiently achieve our clients' goals and drafts agreements that protect clients from tax liabilities not expressly assumed. Our clients benefit from our substantial experience with corporate reorganizations and consolidated return issues.
• Executive compensation and benefits
  We counsel clients with respect to a full range of employer-provided cash and non-cash benefits, including low and no interest loans, education assistance programs, stock options (ISOs and NQSOs), phantom stock and deferred compensation arrangements. We review cafeteria and retirement plans to ensure compliance with ERISA and the Internal Revenue Code.
• Partnerships
  We have extensive experience with partner and partnership tax issues including the concerns of general partnerships, limited partnerships and limited liability companies. We work primarily with real estate development and investment ventures, but have also been engaged to develop joint venture agreements between large manufacturing entities.
• United States investments by foreign entities and individuals
  We concentrate primarily on issues arising from inbound transactions, including withholding rules, treaty interpretation, transfer pricing, "doing business" analysis and FIRPTA. We also have experience with foreign sales corporations and controlled foreign corporations and counsel clients in establishing joint manufacturing ventures in Europe.
• Captive insurance
  We advise our captive insurance clients about how to secure qualification as an insurance company for federal tax purposes, state premium taxation, self-procurement taxes and the federal preemption of state taxation of risk retention groups and to attain qualification as a supporting organization when formed to insure the risks of related tax exempt entities.

Individuals with complex tax matters benefit from the comprehensive knowledge and skilled strategies employed by DRM’s tax lawyers. On behalf of clients, we have:

• Reviewed client tax returns and discovered omitted and underutilized deductions worth hundreds of thousands of dollars
  
• Persuaded the Vermont Supreme Court that our clients were entitled to claim a disputed income tax credit resulting in one of the largest refunds of personal income taxes in the state's history
• Identified and formed a solution to an issue affecting the deductibility of interest critical to the success of a major refinancing

Our clients include tax-exempt entities engaged in health care, education and related activities.

Tax Law Group Chair Wm. Roger Prescott is tax counsel to a number of tax-exempt organizations. In addition, our team counsels exempt organizations on qualifications for exemption, unrelated business income issues, intermediate sanctions and compensation and benefit matters, as well as exemptions from taxation on real and personal property, sales and use and rooms and meals.

Recently, we obtained significant property tax exemptions for the satellite facilities of a nonprofit healthcare institution.

DRM’s Tax Law Group frequently addresses taxation issues in collaboration with our Estate Planning, Business Law and Captive Insurance Practice Groups.

On behalf of estate planning clients, we:

• assisted in succession planning utilizing limited liability companies, family partnerships and S-corporations
• developed strategies for minimizing excise taxes on transfers of ownership interests

On behalf of business law clients, we:

• Successfully negotiated the refund of several million dollars of sales and use taxes
• Advised client in connection with $50 million financing utilizing high yield, pay-in-kind debt obligations
• Assisted several clients in obtaining tax credits and other preferences in connection with an expansion of their business
• Restructured the sale of a business to save the client several hundred thousand dollars in federal and state income taxes

On behalf of captive insurance clients, we:

• Obtained favorable determinations of tax exempt status for several captive insurers
• Obtained 100% abatement of non-Vermont income tax assessed against a Vermont captive

World-class talent at an excellent value

DRM’s New England location attracts lawyers and legal professionals with world-class talent who choose high-quality lifestyles in the smaller cities and towns of Vermont and New Hampshire. For DRM’s clients, that means you get the personal attention and value associated with a smaller law firm, without sacrificing talent, depth or quality.

Based in Vermont and New Hampshire, connected throughout the world

As the exclusive member firm for Vermont of Lex Mundi, the world’s leading association of independent law firms, DRM has immediate entrée to more than 20,000 lawyers in 160 prominent and successful law firms with 560 offices in 99 countries. The firm’s association with Lex Mundi gives DRM’s clients the added benefits of:

• access to local market knowledge and experience
• relevant industry expertise
• sound business and language skills
• responsive service

Contact Us

To explore how DRM’s Tax Law Group can help you accomplish your objectives, please contact Practice Group Chair Wm. Roger Prescott at 802-846-8338.

A full-service New England law firm

Downs Rachlin Martin PLLC is a full-service, regional law firm. As clients’ needs expand into other areas of law, the firm’s wide range of legal specialties and commitment to vigorous collaboration across practice areas can provide seamless, cost-effective legal representation.