Tax Strategy
Business & Real Estate Transactional Tax
Key Takeaway
Every business and real estate transaction has embedded tax consequences. The structuring decisions made before closing — entity selection, asset vs. stock, allocation of purchase price — determine whether you keep 70 cents or 85 cents of every dollar.
The Tax Structure of Your Deal Is as Important as the Deal Itself.
Whether you’re buying, selling, merging, or restructuring, the tax treatment of the transaction determines how much you actually keep. Two deals with the same headline price can produce dramatically different after-tax results depending on how they’re structured.
Most business attorneys and real estate attorneys focus on the commercial terms. The tax structuring is often an afterthought — addressed at the last minute by accountants who weren’t involved in the deal design. This approach leaves money on the table.
We embed tax strategy into the deal from day one. We work alongside your transaction team to identify tax-efficient structures, negotiate tax provisions in agreements, and implement the chosen structure with legal precision.
From Our Practice
Talk to a Tax Attorney
Free 15-minute call. No obligation. We’ll tell you exactly where you stand.
What We Handle
Transactional Tax Services
Acquisition Structuring
Asset vs. stock acquisitions, Section 338 elections, and creative structures that optimize the tax treatment for both buyer and seller.
Partnership Transactions
Formation, restructuring, and dissolution of partnerships — including Section 704(b) allocations, special allocations, and waterfall provisions.
1031 Exchanges
Tax-deferred exchanges of real property, including reverse exchanges, improvement exchanges, and multi-party structures.
Entity Conversions
C-Corp to S-Corp, LLC to corporation, partnership restructurings — each conversion has specific tax consequences we plan for and manage.
Joint Ventures
Tax structuring of joint ventures between businesses, between investors and operators, and between domestic and foreign parties.
Tax Due Diligence
We review target companies for hidden tax liabilities, unrecognized gains, aggressive positions, and compliance gaps before you close the deal.
How It Works
Transactional Tax: Explained
Why do I need a tax attorney for my transaction?
Your CPA can tell you what the tax consequences will be after the deal is structured. A tax attorney can tell you what the deal should look like to minimize those consequences. The difference is millions of dollars on large transactions.
We’re involved from the letter of intent through closing — designing structures, negotiating tax provisions in purchase agreements, and implementing the chosen approach with legal documentation.
What is tax due diligence?
Before acquiring a business, you need to know what tax skeletons are in the closet. Outstanding liabilities, aggressive return positions, unclaimed tax benefits, entity structure issues, and international compliance gaps can all affect the value of the deal and your exposure after closing.
We conduct comprehensive tax due diligence that identifies risks, quantifies exposure, and informs your purchase price and deal structure.
How do partnership transactions work?
Partnership tax is among the most complex areas of the tax code. Contributions, distributions, allocations, and transfers all have specific tax consequences that depend on the partnership agreement, the nature of the assets, and the partners’ individual tax situations.
We design partnership structures and draft partnership agreements with tax optimization as a primary objective.
What about cross-border transactions?
International transactions add layers of complexity: withholding requirements, treaty implications, transfer pricing, and potentially FIRPTA for real estate. We coordinate the domestic and international tax implications of cross-border deals to optimize the global tax outcome.
Talk to a Tax Attorney
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Why Brotman Law
150+ Transactions. Tax-Optimized from Day One.
150+ Deals Structured
We’ve handled over 150 multimillion-dollar business and real estate transactions with tax-optimized structures.
Deal Team Integration
We work alongside your M&A attorney, real estate counsel, and CPA as the dedicated tax strategist on your deal team.
Full Legal Implementation
We don’t just advise — we draft and execute the legal documents that implement the tax structure.
Due Diligence Expertise
We’ve reviewed dozens of target companies and real estate portfolios for tax risks before acquisition.
Cross-Disciplinary Knowledge
Transaction tax requires expertise in entity law, real estate, partnership tax, and international tax — we have all four.
Post-Closing Support
After the deal closes, we handle the tax reporting, entity compliance, and ongoing optimization of the acquired business or property.
Learn More
Transactional Tax Guides & Resources
Exit Planning
Planning to sell? Start with our exit planning services.
Read the Guide →Free GuideReal Estate Tax Strategy
Tax optimization for real estate acquisitions and dispositions.
Read the Guide →Free GuideBusiness Tax Optimization
Ongoing business tax strategy beyond the transaction.
Read the Guide →Frequently Asked Questions
Transactional Tax FAQs
When should I bring in a tax attorney for my deal?
At the letter of intent stage — before any binding terms are agreed. Many of the most impactful structuring decisions are locked in early. Bringing us in after the deal is signed limits our ability to optimize.
How much can tax structuring save on a deal?
On a $5M+ transaction, proper tax structuring typically saves hundreds of thousands to millions in taxes. The savings scale with deal size and complexity. We model scenarios so you can see the exact impact before deciding.
Do you handle small business transactions?
We focus on transactions where the tax complexity and dollar amounts justify attorney involvement — typically $1M+ in transaction value. For smaller deals, your CPA may be sufficient.
What is a Section 338 election?
A Section 338 election treats a stock purchase as an asset purchase for tax purposes, giving the buyer a stepped-up basis in the target’s assets. This is beneficial for buyers but increases the seller’s tax. We analyze when 338 elections make sense and negotiate the economics accordingly.
Can you draft the purchase agreement?
We focus on the tax provisions of purchase agreements — representations, indemnities, tax allocations, and structuring provisions. For the overall agreement, we work with your M&A attorney while ensuring the tax provisions protect your interests.
What about earnout provisions?
Earnouts create tax complexity: the timing and character of income recognition depend on the structure. We design earnout provisions that achieve the commercial objective while minimizing tax liability for the party we represent.
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