Business & Tax Planning
Combining experience on a wide range of business issues with a solid foundation in tax law allows our attorneys to offer clients practical counsel on the day‑to‑day aspects of business operations and particular proficiency in the formation, acquisition, merger, sale and transition of businesses.
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What We Do
Practical and Insightful Advice on Business and Tax Issues
We provide businesses and the individuals who own or manage them with sophisticated, practical advice on the business and legal challenges they face. We work with the business owners to help them plan and structure their business transactions and achieve their goals in a tax efficient manner.
This process begins prior to the company being formed. The choice of entity has serious business and tax consequences, including the business’ ability to raise capital and attract and maintain effective management. Our objective is to arrive at a structure that is both flexible and tax efficient.
During the life of a business, the business will likely encounter numerous opportunities and challenges that have legal implications. If the business needs additional funds, then it may need an infusion of capital or a loan. The business may grow through special contract arrangements or joint ventures with suppliers or customers. The business may also grow through the acquisition of other businesses. New owners may join the business and old owners may leave. We work with our clients to structure and negotiate business transactions of all types. We have the ability to quickly draw on the experience and know‑how of Fredrikson & Byron’s attorneys in other practice areas as needed.
At some point, the owners may want to exit the business. This may involve succession planning with family members or with management. It may also involve a sale of the business. We structure and negotiate transition transactions of all types, including asset sales, equity sales, mergers, redemptions, leveraged buyouts and spin‑offs. For closely‑held businesses, we work with business owners to realize the best possible outcome both from a personal perspective and a tax perspective.
Additional Tax‑Related Issues
Tax issues are usually a significant component of any business transaction. We actively advise clients on all aspects of federal and state income, sales and use, real estate and employment taxes. This includes tax issues of international operations, Minnesota taxation of every type, and the state and foreign tax challenges posed by multistate and multinational business operations. We also dedicate a significant amount of time to counseling cooperative clients on tax issues unique to agribusiness and rural electric cooperative industry groups. We aggressively represent a wide range of clients at all levels of tax controversies, including audits, administrative appeals, conferences and hearings, criminal tax investigations, and tax litigation in state and federal courts.
Business & Tax Planning Services
General legal counsel to businesses and the individuals and entities who own and manage them.
Coordination of personal and estate tax planning matters with business planning matters.
Representation of businesses and individuals in tax audits, tax abatement procedures and tax litigation in both state and federal courts.
Acquisitions and sales of closely‑held and family owned businesses.
Liquidations and dissolutions.
Shareholder Control Agreements and Voting Trusts.
Debt and equity financing of businesses.
Formation and capitalization of business entities, including C corporations, S corporations, limited partnerships, limited liability partnerships, and limited liability companies (“LLCs”).
Multistate taxation issues.
U.S. and foreign taxation of international investment and business transactions.
Formation and operation of IC‑DISCs.
Advice in shareholder and partner disputes.
Succession planning for businesses.
Workouts and restructuring of troubled businesses.
Mergers and tax free reorganizations.
Member Control Agreements and Operating Agreements for limited liability companies.
News & Articles
September 10, 2018
Individuals or companies with undisclosed foreign financial assets or income have until September 28, 2018 to enter the IRS’s Offshore Voluntary Disclosure Program.Read More
June 22, 2018
A merchant of goods and services that makes sales in multiple states is no longer required to have physical presence in a state in order to be subject to sales and use tax in that state.Read More
March 26, 2018
It was not long ago when Congress passed the Tax Cuts and Jobs Act (TCJA), dramatically rewriting the U.S. tax code and making sweeping changes impacting both businesses and individuals.Read More
March 15, 2018
By Wayne W. Carlson, Michael S. Raum & Elizabeth L. Alvine
North Dakota law broadly prohibits non-compete and non-solicitation provisions in contracts, particularly between employer and employee, but also for anyone entering into such an agreement outside of the employment context. The North Dakota Supreme Court’s recent opinion takes this prohibition one step furtherRead More
April 24, 2017
On April 14, 2017, Governor Burgum signed Senate Bill No. 2223, as passed by the North Dakota legislature, amending key sections of North Dakota’s Revised Uniform Limited Liability Company Act.Read More
January 18, 2017
No one wants to be audited, whether by the IRS or the state tax authorities. However, there may be instances in which it is important to make sure that you are actually subject to an audit, in order to ensure that your rights are protected.Read More
November 11, 2016
The end of the calendar year is a busy time for business lawyers and their clients. Each year we handle a number of transactions that clients want completed before year-end. These matters may include the purchase or sale of business assets, real estate transactions, financings, business formation and a host of other transactions.Read More
September 26, 2016
The short answer is “yes.” Whether you are inspired by this year’s U.S. presidential debates or otherwise to host your own debate, a 501(c)(3) can engage in various election-related activities, so long as the 501(c)(3) follows certain rules so as not to jeopardize its tax-exempt status.Read More
September 13, 2016
When we talk to clients about forming new business entities, one of their primary goals is to shield themselves and other stakeholders from personal liability as much as possible. As a general rule, corporations, limited liability companies (LLCs) and limited liability partnerships (LLPs and LLLPs) are business entities that are separate and distinct from their shareholders or members, which means the owners’ personal liability is limited.Read More
July 6, 2016
Find out what the recently adopted Revised Uniform Limited Liability Company Act means for North Dakota business and which changes may surprise those who are used to forming their own LLCs.Read More