Bass, Berry & Sims | Practices

Practices Matters Attorneys Newsletters Focus Areas Estate Planning and Probate Contact Michael D. Sontag, Chair	Tax Bass, Berry and Sims' Tax Practice Area represents: Public and closely held corporations Partnerships and Limited Liability Companies Small businesses Health care providers Physician groups Colleges and Universities Tax-exempt organizations Individuals Families Executors and trustees Our tax attorneys serve businesses of all sizes, as well as individuals, and provide comprehensive counseling regarding all aspects of local, state and federal taxation. The firm is experienced in handling tax litigation before the appropriate tribunals. The attorneys in the tax area work closely with other areas of the firm to devise practical strategies to meet clients' specific needs. Our tax practice includes work on a variety of federal and state and local tax issues, including: Tax planning considerations in structuring corporate mergers, acquisitions and leveraged buy-outs Partnership issues Tax issues in commercial loans, leases and work-outs Real estate tax issues Tax matters of concern to international clients with business operations in the United States or overseas State and Local Tax Bass, Berry & Sims PLC has one of the largest and most diversified state and local tax practices in the State of Tennessee. The unique strength of our State and Local Tax practice is a product of the depth and breadth of our technical abilities combined with the experience and ardor of our advocacy and negotiation skills. With offices located across the State of Tennessee, our State and Local Tax practice is uniquely positioned to advise and represent multi-state businesses on virtually any state and local tax matter, including structural and transactional planning, administrative and judicial resolution of controversies, and legislative initiatives and lobbying. Our resources are available in either a principal or supplemental capacity. We are prepared to work closely with your staff, regular attorneys, accountants and other advisors in resolving your problems or in planning to minimize future state tax problems and liabilities. We are also able to draw upon our many state contacts to assist you quickly and reasonably. We provide controversy services to represent the interests of our clients against state and local taxing authorities by defending against improper assessments, prosecuting refund claims, and vindicating rights to classifications, elections and filing statuses. While we emphasize resolving controversies for our clients through negotiated settlements to minimize the costs to the client and the time necessary to resolve the matter, we have also successfully litigated a wide range of important tax questions. Among the issues that our attorneys have litigated are unitary combined reporting questions, constitutional limitations on state taxation of interstate commerce, the application of sales taxes to a variety of bundled transactions, the handling of net operating losses, and the proper application of the franchise and excise tax. Our attorneys successfully represented the taxpayers in the landmark JC Penney National Bank case, which held that the State of Tennessee could not impose its franchise and excise taxes on an out-of-state bank with no physical presence in Tennessee. We provide planning services relating to existing business relationships and practices (structural planning) and to specific, contemplated transactions (transactional planning). Our attorneys are available to review business operations, legal entity structures, and reporting methods to determine where proactive changes can be made to better the client's state and local tax situation without adversely affecting the client's underlying business objectives. Our attorneys can also suggest ways of restructuring contemplated acquisitions to minimize the state and local tax implications of the transaction without altering the intended federal income tax consequences or business purposes underlying the transaction. Although traditional legal avenues, such as planning, settlement and litigation are often the best courses of action to achieve the desired results for our clients, in some instances these avenues are either unavailable or foreclosed under existing law or regulations. In those instances in which the desired result for a client or coalition of clients cannot be otherwise achieved, we offer legislative and lobbying initiatives to help achieve the desired results. We offer various legislative services to our clients including monitoring of specific issues and legislative initiatives, preparing legislative proposals, drafting legislation, and communicating proposals to the legislative decision-makers. Sometimes the desired legislative result is the status quo and we provide our clients with timely information on new legislative developments as well as the highest level of advocacy to prevent hostile legislative initiatives from being passed. Employee Benefits/ERISA Bass, Berry & Sims has one of the largest, most experienced, and most sophisticated employee benefits practices in the Mid-South region. The attorneys in our Employee Benefits practice represent businesses, governmental units and other clients of all sizes in a wide range of employee benefit matters, with particular expertise in plan design, implementation and administration, employee benefits litigation, mergers and acquisitions, worker classification and independent contractor issues, and downsizing. The Employee Benefits practice is complemented by attorneys in other practice groups of the firm. For example, we work closely with our labor attorneys on issues that overlap both areas, such as severance pay, downsizing, collective bargaining, COBRA, family leave laws, and age and disability discrimination. We also work closely with our litigation attorneys in complex ERISA litigation matters and with our corporate attorneys in matters such as mergers and acquisitions and the design and implementation of stock option plans and executive compensation programs. Our attorneys work with clients in the design, drafting, implementation, amendment, termination and administration of all types of employee benefit plans and compensation arrangements, including: Pension and profit sharing plans 401(k) plans Supplemental executive retirement plans and other non-qualified deferred compensation plans (including phantom stock and other equity-based plans) Employee stock ownership plans (ESOPs) and other stock bonus plans Multiemployer plans Life, health, disability and other welfare benefit plans Stock option plans, including incentive stock option plans Employee stock purchase plans Cafeteria plans Self-funded welfare plans such as voluntary employees' beneficiary associations Severance and golden parachute agreements The Employee Benefits practice also has substantial experience in advising employers on compliance with ERISA's fiduciary responsibility rules, including compliance with the prohibited transaction rules, structuring and documenting the employer's fiduciary responsibility allocations to minimize fiduciary liability exposure and drafting prudent investment procedures. << top < back

Tax

Bass, Berry and Sims' Tax Practice Area represents:

Public and closely held corporations
Partnerships and Limited Liability Companies
Small businesses
Health care providers
Physician groups
Colleges and Universities
Tax-exempt organizations
Individuals
Families
Executors and trustees

Our tax attorneys serve businesses of all sizes, as well as individuals, and provide comprehensive counseling regarding all aspects of local, state and federal taxation. The firm is experienced in handling tax litigation before the appropriate tribunals.

The attorneys in the tax area work closely with other areas of the firm to devise practical strategies to meet clients' specific needs. Our tax practice includes work on a variety of federal and state and local tax issues, including:

Tax planning considerations in structuring corporate mergers, acquisitions and leveraged buy-outs
Partnership issues
Tax issues in commercial loans, leases and work-outs
Real estate tax issues
Tax matters of concern to international clients with business operations in the United States or overseas

State and Local Tax

Bass, Berry & Sims PLC has one of the largest and most diversified state and local tax practices in the State of Tennessee. The unique strength of our State and Local Tax practice is a product of the depth and breadth of our technical abilities combined with the experience and ardor of our advocacy and negotiation skills.

With offices located across the State of Tennessee, our State and Local Tax practice is uniquely positioned to advise and represent multi-state businesses on virtually any state and local tax matter, including structural and transactional planning, administrative and judicial resolution of controversies, and legislative initiatives and lobbying.

Our resources are available in either a principal or supplemental capacity. We are prepared to work closely with your staff, regular attorneys, accountants and other advisors in resolving your problems or in planning to minimize future state tax problems and liabilities. We are also able to draw upon our many state contacts to assist you quickly and reasonably.

We provide controversy services to represent the interests of our clients against state and local taxing authorities by defending against improper assessments, prosecuting refund claims, and vindicating rights to classifications, elections and filing statuses. While we emphasize resolving controversies for our clients through negotiated settlements to minimize the costs to the client and the time necessary to resolve the matter, we have also successfully litigated a wide range of important tax questions. Among the issues that our attorneys have litigated are unitary combined reporting questions, constitutional limitations on state taxation of interstate commerce, the application of sales taxes to a variety of bundled transactions, the handling of net operating losses, and the proper application of the franchise and excise tax. Our attorneys successfully represented the taxpayers in the landmark JC Penney National Bank case, which held that the State of Tennessee could not impose its franchise and excise taxes on an out-of-state bank with no physical presence in Tennessee.

We provide planning services relating to existing business relationships and practices (structural planning) and to specific, contemplated transactions (transactional planning). Our attorneys are available to review business operations, legal entity structures, and reporting methods to determine where proactive changes can be made to better the client's state and local tax situation without adversely affecting the client's underlying business objectives. Our attorneys can also suggest ways of restructuring contemplated acquisitions to minimize the state and local tax implications of the transaction without altering the intended federal income tax consequences or business purposes underlying the transaction.

Although traditional legal avenues, such as planning, settlement and litigation are often the best courses of action to achieve the desired results for our clients, in some instances these avenues are either unavailable or foreclosed under existing law or regulations. In those instances in which the desired result for a client or coalition of clients cannot be otherwise achieved, we offer legislative and lobbying initiatives to help achieve the desired results.

We offer various legislative services to our clients including monitoring of specific issues and legislative initiatives, preparing legislative proposals, drafting legislation, and communicating proposals to the legislative decision-makers. Sometimes the desired legislative result is the status quo and we provide our clients with timely information on new legislative developments as well as the highest level of advocacy to prevent hostile legislative initiatives from being passed.

Employee Benefits/ERISA

Bass, Berry & Sims has one of the largest, most experienced, and most sophisticated employee benefits practices in the Mid-South region. The attorneys in our Employee Benefits practice represent businesses, governmental units and other clients of all sizes in a wide range of employee benefit matters, with particular expertise in plan design, implementation and administration, employee benefits litigation, mergers and acquisitions, worker classification and independent contractor issues, and downsizing. The Employee Benefits practice is complemented by attorneys in other practice groups of the firm. For example, we work closely with our labor attorneys on issues that overlap both areas, such as severance pay, downsizing, collective bargaining, COBRA, family leave laws, and age and disability discrimination. We also work closely with our litigation attorneys in complex ERISA litigation matters and with our corporate attorneys in matters such as mergers and acquisitions and the design and implementation of stock option plans and executive compensation programs.

Our attorneys work with clients in the design, drafting, implementation, amendment, termination and administration of all types of employee benefit plans and compensation arrangements, including:

Pension and profit sharing plans
401(k) plans
Supplemental executive retirement plans and other non-qualified deferred compensation plans (including phantom stock and other equity-based plans)
Employee stock ownership plans (ESOPs) and other stock bonus plans
Multiemployer plans
Life, health, disability and other welfare benefit plans
Stock option plans, including incentive stock option plans
Employee stock purchase plans
Cafeteria plans
Self-funded welfare plans such as voluntary employees' beneficiary associations
Severance and golden parachute agreements

The Employee Benefits practice also has substantial experience in advising employers on compliance with ERISA's fiduciary responsibility rules, including compliance with the prohibited transaction rules, structuring and documenting the employer's fiduciary responsibility allocations to minimize fiduciary liability exposure and drafting prudent investment procedures.

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