- Asset Securitization (Tax)
- Certified Capital Company Finance (CAPCOs)
- Common Trust Funds
- Corporate Finance (Tax)
- Credit Tenant Loan Finance
- Cross-Border Institutional Private Placements
- Debt Instruments
- Derivative Transactions
- GIC Providers
- Governmental Institutions and Agencies
- International Transactions
- Investment Trusts and RICs
- Leveraged Leasing (Cross-Border and Domestic)
- Limited Liability Companies
- Mergers and Acquisitions
- Mortgage-Backed Securities
- Municipal Tax Controversy
- Not-for-Profit and 501(c)(3) Organizations
- Offshore Funds
- Public/Municipal Finance
- Real Estate Investment Trusts (REITs)
- Real Estate Mortgage Investment Conduits (REMICs)
- Special Tax Counsel
- State/Local Tax Issues
- Synthetic Lease Finance
- Tax Lobbying
Issues related to the tax treatment of partnerships impact many areas of Chapman and Cutler LLP's financial services practice. We are familiar with all of it from the characterization of a securitization vehicle as a partnership for tax purposes or the consequences of U.S. taxation resulting from the formation of an off shore investment fund, to the economics and allocations in hedge funds and private investment funds.
Our practice group has tackled and resolved a wide variety of issues related to the taxation of partnership structures.
We work with the Asset Securitization and Corporate Finance practice groups on the characterization of financing structures. We partner with the Private Equity and Hedge Funds Group when clients need their investment vehicles structured. Additionally, we review investment vehicles and hedge funds.
We also work closely with the Corporate and Securities Group in structuring secondary market tax-exempt asset securitization vehicles and with the Trusts and Estates Group in the structuring and reviewing of family partnerships.
- Larsen, Buzz and Jeffrey D. Berry: Secondary Market Tax-Exempt Asset Securitization for Sponsors, Investors, Other Market Participants and Their Counsel. American Bar Association, 2005.
- Frost, Steven G. and Sheldon I. Banoff: "Square Peg, Meet Black Hole: Uncertain Tax Consequences of Third Generation LLEs." Journal of Taxation, June 2004.
- Carman, Paul D.: "Booking Up on Issuance of a Partnership Interest to a Service Partner Is a Valuable Addition." 23 ABA Section of Taxation NewsQuarterly 13, Spring 2004.
- Carman, Paul D.: "Foreign Partners, Doing Business, FIRPTA Withholding, and the Section 1446 Proposed Regulations." 31 Real Estate Taxation 62, 1st Quarter 2004.
- Carman, Paul D. and Sheldon I. Banoff: "Proposed Regulations on Noncompensatory Partnership Options: No Gain, Some Pain." 98 Journal of Taxation 197, April 2003.
- Reynolds, James and Steven G. Frost: "ULLCA and Tax Classification." Journal of Limited Liability Companies, Fall 1995.
- Frost, Steven G. and Colleen Gartland: "Tax Classification of an LLC Raises a Number of Issues." Journal of Limited Liability Companies, Summer 1994.
- Frost, Steven G.: "Partnerships & S Corporations -- Doubts Still Remain as to When an Entity Will Be Taxed as a Partnership." Journal of Taxation. December 1993.
- Frost, Steven G. "Partnerships & S Corporations -- Receipt of Capital and Profits Interests Continues to Have Uncertain Tax Consequences." Journal of Taxation, July 1991.
- Frost, Steven G.: "Partnerships and LLCs: What's Hot in 2004." 23rd Annual Federal Tax Institute sponsored by Chicago-Kent College of Law, Chicago, April 2004.
- Frost, Steven G.: "Partnership Options & Equity Interests." 52nd Annual Tulane Tax Institute, sponsored by the Tulane Tax Institute, Tulane University Law School, New Orleans, October 2002.
- Frost, Steven G.: "Uses of Partnerships and Other Financial Instruments." Section of Taxation and ABA-CLE webcast teleconference on Off-Balance Sheet Financing, July 2002.
- Frost, Steven G.: "Critical Issues in Corporate Joint Ventures and Partnerships." Tax Executives Institute, Inc., 2002 Federal Tax Seminar, Chicago, April 2002.
- Frost, Steven G.: "Changes in Tax and Accounting Rules Affecting the Structuring of Transactions." American College of Investment Counsel's Annual Meeting, New York, October 2000.
- Gnazzo, Melanie J.: "Check the Box, Elective Partnership Taxation and Reduced Cost Entity Conversions." Presented at the California Bar Association D.C. Delegation Meeting, May 1995.
- The firm structured in-bound investment funds for non-U.S. citizens, including negotiating structure variations for the needs of Kuwaiti and Saudi Arabian citizens.
- We structured out-bound investment funds targeting undervalued technology stocks in Asia.
- Chapman was retained to structure an in-bound investment fund to acquire distressed aircraft.
- We advised on unwinding a real estate partnership with 22 parcels of leased property into three separate partnerships resulting in no overlapping partners or managers.
- Our practice group structured and drafted agreements forming a mortgage finance entity and a sister entity used to provide employees with compensatory equity units in the operating entity. Both were taxed as partnerships.
- We were retained to represent investors in various hedge funds utilizing a variety of trading strategies.
- Additionally, we represented investors in private equity funds organized in the United States, the United Kingdom, the Cayman Islands and other jurisdictions to invest in distressed securities, energy, health care and life sciences, real estate, automotive, bio-tech, communications and other investments.