Tax Planning and Compliance

• New Venture Issues
       Selection of Entity for New Businesses
• Debt and Equity Capitalization
       Initial Classes of Stock
• Tax Efficient Structures for Corporations and Partnerships
• Business Reorganizations, Merger and Acquisitions
       Domestic and Cross-Border
• Corporate Compensation and Stock Plan Reviews
• Federal, State, and International Tax Compliance Reviews
• Income Tax Return Preparation for Federal, Multi-State and Consolidated Returns
• State Tax Planning
       State Income Tax Review
            Review of Apportionment Formulas
            Use of Local vs. Delaware Companies
            Tax Nexus Reviews
            State Tax Credits and Incentives
• Business Acquisitions
       Due Diligence for Purchaser or Seller
       Tax and Business Analysis
       Corporate Tax Carryovers and Attributes
            Section 338 Election and Basis Step-Up
            Sales Tax Issues
       Buy-Sell Agreements
            Review for Tax Issues
            Risk Analysis
       Merger Analysis
            Review Tax Provisions for Client
            Current and Future Tax Issues
            Risk Analysis (Tax)
            Optimal Method of Merging or Selling
• Negotiations for Mergers and Acquisitions
       Representation Re: Financial Analysis of Deals
• Corporate Restructuring ("Spin-Offs")
• Liquidations - Implementation and Compliance
• Tax Utilization of Past Years' Losses
• Tax Research
       Capitalization Issues
       Unicap Analysis
       Asset Acquisition and Cost Segregation Reviews
       Tax Credit Review and Analysis
• Compensation and Benefits
       Executive Stock Option Plans - Review and Implementation
       Corporate Board and Employee Presentations
       Benchmarking for Industry
• Section 125 Benefit Plans
• 401(k) Plan Implementation
• Bankruptcy
       Tax Issues Re: Workouts and Restructuring
       Tax Compliance and Loss Utilization Review
• ESOP Analysis and Implementation

Assurance and Financial Reporting
Advisory and Consulting Services
Succession and Transaction Services

Smith, Lange & Phillips LLP