Spencer Tax Law

Offices of David K. Spencer, P.C.

Representative Matters

Return Preparation for Individuals, Partnerships, S-Corporations, Estates & Trusts. Federal, State & Local.
 
Structuring potential monetization transactions for a stranded short-term capital loss (individual taxpayer) including practical advice on implementation and counterparty pricing for viability analysis.
 
Advice to new charities as to 501(c)(3) application process vs. umbrella organization at startup and ongoing. Practical feedback on financial cost tradeoff against cost and time requirements for formal IRS approval.
 
Update of LLC Agreement to provide for change in ownership & matching options & voting right modifications to structure to ownership/guarantee requirements for small business lending.
 
Formation advice for local chamber of commerce re: tax-exempt status and formation entity, along with restrictions and tax implications of lobbying activity and referral services.
 
Advice on tax implications of Bitcoin receipt in capital raise and useage of same in small business context.

Analysis of US-German income tax treaty, estate tax treaty and totalization agreement (Social Security tax treaty) for cross-citizenship couple with dual tax residency involving cross-border trusts, beneficiaries and generation-skipping transfer tax.
 
Operating agreement, terms and subscription agreement for related-party capital investment subject to potential judicial scrutiny for off-market terms and conditions.
 
Federal audit involving tax loss carry backs offsetting misreported capital gains from prior year. Amended returns filed mid-audit to negate out positive and negative adjustments.
 
Working with a small business owner threatened by litigation from an outside investor in the business. Successfully steered the two into mediation rather than litigation to resolve the dispute and craft a framework to work together going forward.
 
General contract work, small business: lease assignment, services agreements for different offered services (standardized template and negotiating with new larger clients directly), quick review of vendor agreements, etc.
 
Structuring legal entities for new joint ventures involving existing investments and potential new investments. Considered tax optimization, securities law concerns, and complex agreement drafting of payment waterfalls upon interim and liquidating distributions.

Unearthing $552.64 in lost checks payable to client during initial run through of paperwork provided.
  
Resolving employee and payroll issues involving transfers of funds in error by payroll company. Recovered funds and established robust procedures going forward to ensure error will not recur.
 
Probate of estate in Queens involving financial and real estate assets; transfer of property to children’s name.
 
Estate planning for a new family considering trust formation and establishing a will for the benefit of new family members.
 
Elder-law advice on asset protection and the application of the 5-year Medicaid rule in the context of properties owned.
 
Advice on tax policy implications of various legislative and regulatory proposals.
 
 
Release of IRS lien on US-situs assets of non-US estate through obtaining transfer certificate from IRS.
 
Consideration of threshold need for involved Form 706 filing in context of non-US decedent holding various tax-attribute assets in a US brokerage account.
 
Analysis of implications of non-US investor taking position in the US on their non-US investment portfolio from a US tax perspective (PFIC analysis, MTM election, etc.)
 
Optimal FTC analysis for US citizen living abroad prior three years. Conclusion that US filing not required, but voluntary US filing led to excess tax credit position that created tax savings for following several years with investment portfolio tax-
optimization.
 
Preparation of Form 706 & state estate tax filings for estate with schedules, asset lists, trusts & real estate valuations.
 
Contract work with small business having non-US contractors/partners negotiating terms and formation of offshore entities to best implement strategic partnerships.
 
Release of tax liens from New York State; entering into installment agreement at favorable cash flow rates for small business taxpayer.
 
Preparing QDRO (Qualified Domestic Relations Order) to split pension assets of divorcing couple per ERISA regulations in order to achieve desired economic result between the spouses.
 
Negotiating with insurance company for settlement of personal injury claim to child from accident at restaurant.
 
Analysis of individual taxpayer purchase of REMIC I/O strip with unforeseen and negative tax consequences. Guiding return preparer through corresponding entries and explanation for federal returns.
 
Advice to US taxpayer noncompliant with US filing requirements for independent contractor income earned while living overseas. Retroactive filings and requests for penalty relief.
 
Advice on joint venture to purchase investment real estate in Montauk. Requirements for leverage at LLC level; term sheet and indicative terms/subscription agreement for LLC Operating Agreement.
 
Analysis of tax implications of trust/prepayment options for private school tuition to accommodate non-tax requirements of divorcing couple to set-aside assets for schooling in most tax-efficient manner given respective personal filing statuses.
 
Return preparation involving international partnership income and withholding with currency adjustments and local tax implications.
 
Advice on tax implications of real estate investments on numerous occasions with various complications and implications to individualized filing positions.
 
Advice on proper tax structure for new investment vehicle, waterfall provisions of LLC Agreement & fee vs capital sharing overview.
 
Discussion of tax efficient equity funding for renewable energy projects requiring offtake hedges, flip partnership structures and special tax allocations of accelerated depreciation.
 
Release of tax lien and underlying tax liability following reformation of tax returns for prior years in proper form rather than IRS computer-generated returns.
 
FininCEN and IRS filing requirements for foreign financial accounts.
 
 
FinCEN filing requirements for non-beneficial ownership signatory power accounts with unknown total asset value.
 
Structure of partial-1031 like kind exchange between two personal/investment use properties having additional non-tax complications involving institutional expansion into private residence zoning and political overtones.
 
Sales tax audit for prior years’ sales tax returns not paid.
 
 
Advice to non-US headquartered internet company with US interests as to capital and operating structure to minimize US tax frictions.
 
Delivering certificates of incumbency to LLC managing members in respect to corporate transaction.
 
Preparing corporate resolutions for change of domicile out of formation jurisdiction to offshore location.
 
Corporate opinion under Delaware law as to merger of entity.
 
 
Interaction with Company’s House and local counsel to collect and collate opinions and forms required for merger by non-US formation entity.
 
Negotiation, structuring and documentation around preferred stock capital raise, including conversion ratios, dilution provisions, change of control and contingent voting rights.
 
Responding to sales tax audit and potential immigration implications surrounding back taxes owed.
 
Preparation of state sales tax forms and advice on collection and remittance of sales tax & VAT with respect to cross-border sales.
 
New entity formation in various jurisdictions.
 
 
Due diligence relating to SBA loan documentation and cross-guarantees in the context of a small business acquisition. Review of federal vs. state law vis-a-vis scope of guarantee obligations and change of control provisions.
 
Review of eviction proceedings in connection with a small business acquisition, negotiation with landlord in connection with “white knight” acquisition of tennant business.
 
Advice on tax implications of seller-financed real estate and application of dealer status to installment sale rules.
 
Advising importance of portability election in federal estate tax filings in the context of a “sweetheart will” where no filing is nominally required.
 
Advice on UBTI (Unrelated Business Taxable Income) with respect to a proposed endowment investment in a real-estate related fund.
 
Advice and review of LLC special allocation and waterfall distribution provisions in the context of real estate investment fund vehicles with managing investment members.
 
Due diligence and documentation surrounding purchase of a 49% interest in a local bar. Review of horrific files and attempt to come to some understanding of legal status of corporate entity.
 
NY sales tax return audit involving novel application of law by the department of taxation to a new area of subcontractor services.
 
Due diligence and documentation regarding simultaneous redemption of existing partner and investment by client in physical metals exchange business.
 
Review of deceased CPA files, winding up existing client matters and packaging and preparing files for safe return to original clients.
 
Advice on implications of various tax filing positions on debt-to-equity ratios for bank lending standards purposes.

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