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Tax Law

The attorneys of Berliner Cohen’s Tax practice help individuals, businesses, and tax-exempt entities develop sophisticated solutions that comply with complex federal, state, local and international taxing regimes while protecting client assets and minimizing tax burdens.  We provide counsel on issues ranging from formation and liquidation to matters involving requests for private letter rulings and tax controversies.

Tax Law

Our tax attorneys all possess an advanced tax law degree (LL.M. in Taxation) or a CPA license, setting our service group and expertise apart from other firms.  Our tax attorneys work closely with the attorneys in our other practice areas, including corporate, real estate, estate planning, and litigation in order to design and implement sophisticated, tailored solutions to meet our clients’ needs.  Beyond our deep technical expertise and years of practice, our most important quality is our ability to listen to our clients’ goals and needs and translate those into sophisticated solutions.

Practice Areas:

  • Real Estate Tax
    We assist clients in structuring complex forward and reverse 1031 exchanges, including the use of disregarded entities to minimize liability.  We also have extensive experience in advising clients on complex “drop and swap” and “swap and drop” type transactions and related party exchanges.  We provide tax counsel to some of the largest real estate developers in Northern California, including multi-billion-dollar, closely-held entities.
  • Corporate and Partnership Tax
    We advise corporations, partnerships, and limited liability companies (LLCs) with respect to formation, operation and liquidation.  We advise corporate clients with respect to a variety of transactions for both subchapter C and subchapter S corporations, such as mergers, acquisitions, dispositions, reorganizations, corporate divisions, redemptions and liquidations.  We are involved in drafting complex partnership agreements, operating agreements, and other joint venture-type agreements, often involving the use of special allocations and other unique tax provisions to effectuate the objectives of our clients.  We also advise clients in the formation and operation of bankruptcy-remote special purpose vehicles in order to meet the requirements of many lenders.
  • State and Local Tax
    We advise clients on effective methods of minimizing their California franchise tax, property tax, and sales and use tax with respect to a variety of transactions, from investment activities, to operating businesses, to charitable and estate planning contexts.
  • International Tax / Cross-Border Transactions / FATCA
    We advise and represent clients in structuring and complying with the complex regulatory scheme of the United States’ “worldwide” tax system, including representing clients with respect to the Foreign Account Tax Compliance Act (FATCA) and the Foreign Investment in Real Property Tax Act (FIRPTA).  We represent clients before the Internal Revenue Service in matters involving Voluntary Disclosure Practice (former, Offshore Voluntary Disclosure Program, or OVDP), Streamlined Filing Compliance Procedures, and Global Intangible Low Tax Income (GILTI).  We also counsel and advise foreign clients on investing in the United States including how to hold US-situs assets for tax reporting and compliance purposes.
  • Tax Controversy
    We represent clients before the Internal Revenue Service, Franchise Tax Board, State Board of Equalization, County Assessment Appeals Boards, Employment Development Department, and other state and federal courts for income tax (civil and criminal), property tax, sales and use tax, and employment tax matters during all stages of a controversy (audit, appeals, protest, settlement and litigation).  We also help our clients in negotiating and structuring installment agreements and offers in compromise.

Our Successes in tax attorney services:

  • Representation of partnership in completing a $148 million Internal Revenue Code (IRC) Section 1031 exchange.
  • Structured related-party sale to complete taxpayer’s $50 million reverse IRC Section 1031 exchange.
  • Representation of seller in connection with $58 million reverse triangular merger.
  • Advised corporation in connection with a $10 million IRC Section 355 split-up.
  • Representation of numerous clients in connection with opting out of the OVDP in order to reduce penalties associated with the non-filing of foreign informational returns (e.g., FinCEN Form 114 (FBAR), Form 8938, Form 5471, Form 8865, Form 3520, etc.).


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