Taxation

Gallagher, Callahan & Gartrell represents a broad range of business and individual clients on matters involving state and local tax law and tax policy, and federal tax law. Our multidisciplinary practice includes tax attorneys, government relations professionals, and an in-house economist with experienced in detailing the effects of current or proposed tax policies on New Hampshire businesses and residents. We work closley with you to understand your personal and business objectives in order to plan tax strategies that support your unique objectives.

State and Local Tax

We help a broad range of business clients to solve issues involving New Hampshire tax law. Much of our work in this area involves the representation of regulated businesses including, but not limited to, financial service providers, public utilities, other energy providers, insurance companies, and aggregate manufacturers.

• Planning for business activities in New Hampshire. We have helped a variety of businesses, including non-depository trust companies, public utilities, other energy providers, and insurance companies, to understand the potential impact of New Hampshire tax laws, and to plan their operations in New Hampshire in a manner that allows them to achieve their business objectives, while paying as little tax as legally possible.

• Resolving apportionment and nexus Issues. We have helped businesses resolve unitary business and apportionment issues, and respond to inquiries from the New Hampshire Department of Revenue regarding whether they have sufficient nexus for taxation in New Hampshire and in other states.

• Managing current use and change-in-use tax ssues. We understand that key issues for developers and other landowners include keeping land in current use to minimize the carrying cost of real estate taxes, and the timing of the assessment of a change-in-use tax when development is deemed to commence. We help developers manage these issues, and resolve disputes regarding the assessment of change-in-use taxes.

• Resolving real property tax disputes; statewide utility property tax. We understand that it is important for businesses to control costs associated with property tax assessments. We help landowners resolve disputes regarding real estate valuations and assessments, and assist our utility clients in resolving issues related to the statewide utility property tax.

• Planning for and resolving real property transfer tax Issues. We help business clients plan transactions involving the direct or indirect transfer of real property in a manner that minimizes transfer taxes. We recently assisted a client involved in a transaction, which potentially could have triggered a multi-million dollar transfer tax, in negotiating a settlement with the New Hampshire Department of Revenue Administration that resulted in a payment of approximately one-tenth of the potential amount.

• Resolving state audit disputes. We have helped a variety of business clients resolve audit disputes with the New Hampshire Department of Revenue Administration.

• Litigating state tax disputes. We litigate state tax disputes on behalf of our clients. We helped an energy client successfully appeal the denial of a pollution control tax exemption at the New Hampshire Supreme Court, and have helped a number of clients successfully resolve tax abatements in New Hampshire Superior Court.

Tax Legislation and Public Policy

• Representation before the Legislature and State Agencies. Our business clients understand that it takes constant vigilance to ensure that their industries are not targeted as the means of filling gaps in the state budget. During the 2009 legislative session, we assisted our bank clients in successfully advocating against changes to the business profits tax and business enterprise tax that would have had a disproportionately adverse effect on their businesses. During the 2006 legislative session, we helped hydro-electric and other renewable energy producers successfully advocate for the re-adoption of legislation allowing municipalities to enter into voluntary property tax agreements — making it possible for them to negotiate multi-year tax agreements with municipalities which help to make their operational costs predictable over multi-year periods. Our utility clients have also relied on us to help show legislators why certain proposals to tax transmission facilities were inadvisable.

• Preparation of economic studies on state and local tax issues. Our Ph.D. economist, Dr. Lisa Shapiro, is a recognized expert on issues of New Hampshire economic and tax policy. Her economic studies on tax and other state policy issues help members of the business community and state government understand the estimated impact of existing and proposed state taxes.

Federal Tax Planning

Careful tax planning is an important part of any business transaction. We help our business clients plan each step in the life-cycle of their businesses, from the choice of business entity through which they transact business, the use of tax credits or tax-exempt bonds to finance their businesses, growth through mergers and acquisitions, and the eventual sale of their businesses. We also assist with operational tax issues and the resolution of federal audit disputes and tax litigation.

• Choosing the right business entity. We work with you to determine what form of business entity will best assist you in achieving your business goals (i.e., C or S corporation, limited liability company, partnership or trust).

• Planning for limited liability companies, partnerships and investment funds. We work with you to structure limited liability company and partnership agreements to satisfy your business objectives and the requirements of the federal partnership tax regulations. We work with investment fund managers and investors to structure agreements with multiple classes of ownership in order to allow for preferred interests, profits-only interests, carried interests and management fees.

• Planning for mergers, acquisitions and other business transactions. We help business clients plan for tax-efficient business transactions, including helping them decide between stock purchase and asset purchase transactions and between taxable transactions or tax-free reorganizations.

• Using tax credits to enhance business transactions.
We help business clients, lenders and investors use tax-advantaged financing techniques to achieve their business goals, including by participating in New Markets Tax Credit, Historic Tax Credit, and tax-exempt bond transactions. We have represented tax credit investors, lenders, and developers in a number of New Markets Tax Credit transactions in the $15-$20 Million range; financial institutions in a number of low income housing tax credit transactions; and a variety of business clients in tax-exempt industrial revenue bond transactions.

• Helping non-profit entities to qualify as public charities. We assist non-profit organizations in applying for and obtaining tax-exempt status as a public charity. We also assist in the formation and qualification of other federally tax-exempt entities, including VEBAs and trade associations.

• Assisting public charities and private foundations with compliance issues. We help tax-exempt entities with regulatory compliance, including planning to avoid or minimize private foundation status and unrelated business income tax ("UBIT") and avoiding intermediate sanctions.

• Writing opinion letters on tax exempt bonds. We write opinion letters for school districts and banks regarding the tax exempt bonds issued by school districts and the deductibility to banks of the expenses incurred in generating those loans.

• Resolving IRS audits and litigation. We represent clients whose tax returns are being audited by the IRS,who are in administrative appeals before the IRS, and who are litigating tax matters with the IRS at the Tax Court and Federal District Court levels.

Practice area leader:

Dodd Griffith

Practice area professionals:

Donald Pfundstein
Don Saxon
Lisa Shapiro

Related resources:

Taxation Articles