Harry J. DiDonato

Tax Law

February 6, 2015 by Hoppel Design

Tax Law

MacElree Harvey’s tax lawyers provide tax advice on a wide variety of personal, business and real estate matters, as well as thoughtful and experienced representation in obtaining rulings and other guidance from tax authorities and in resolving tax controversies.

We pride ourselves on providing well-thought-out advice in a manner that is timely, efficient and reflects our clients’ business objectives. The knowledge and experience of each tax lawyer is not limited to just the tax department, but is made available firm wide through close collaboration and cooperation across practices groups.

For taxpayers engaging in business and real estate transactions, success depends on compliance with a diverse and ever-evolving array of tax rules. Tax regulations and policies are constantly changing, and often vary widely in different national, regional, and local jurisdictions. A thorough understanding of the tax regulations can mean the difference between profitable transactions and harsh penalties.

MacElree Harvey provides comprehensive and strategic tax planning advice, combining a thorough knowledge of complex tax laws with a pragmatic problem-solving approach to our clients’ tax issues. We serve corporations, private equity funds, family businesses, individuals, partnerships, limited liability companies, and non-profits in a wide variety of transactions ranging from routine corporate formations to complex mergers and acquisitions. Our goal is to maximize after-tax results for our clients within applicable laws and regulations.

MacElree Harvey’s tax attorneys provide thoughtful and experienced advocacy on behalf of clients in federal, state and local tax disputes. We represent clients at all stages of the administrative process, from audit through administrative appeal and post–appeals mediation. We also represent clients in a wide range of tax collection matters, from initial assessment through enforced collection means (liens and levies).

MacElree Harvey’s Tax Controversy lawyers have an in-depth understanding of tax matters arising in controversies affecting a broad array of industries, including the financial products, hedge fund, manufacturing, transportation, entertainment, and utility industries. Likewise, we have significant experience with many of the issues on which the Internal Revenue Service (IRS) and state and local taxing authorities currently focus their resources. On the federal side those include debt/equity issues, the determination of ownership of property, capital versus expense classifications, losses from trading in securities and commodities, economic substance and business purpose, and placed-in-service date disputes. We have also handled cases involving tax shelters, accounting methods, and promoter registration. With respect to state and local controversies, our experience extends to a wide range of income, capital, and transactional tax issues.

We routinely advise clients on state and local tax planning matters, including entity selection, operational flow, and the tax consequences of acquisitions, reorganizations, and divestitures. Our lawyers have handled tax controversies in state courts and administrative proceedings.

We advise our not-for-profit clients on a broad range of matters including general tax issues, tax-exempt financing, securing and maintaining recognition of tax-exempt status, issues regarding payments to grantees (including foreign organizations), corporate governance, restructuring and bylaws issues, contract negotiations, employment issues, donor issues, real estate transactions, land use and local government issues, and the substantive areas of law with which the client is involved.

We have extensive experience in representing our nonprofit client in an application for real estate tax exemption, or defending our client when an existing tax exemption is changed or challenged. We have represented clients before tax assessment boards, tax courts, courts of general jurisdiction and have successfully negotiated tax settlements and payment in lien of tax (“PILOT”) agreements for our nonprofit and charitable clients.

Below are some of the forms that we prepare for clients:

Form 1040 – Individual tax return
Form 1041 – Fiduciary tax return
Form 1065 – Partnership tax return
Form 1120 – Corporate tax return
For 1120 S – S Corporation tax return
Form 990 – Foundation tax return
Form 5227 – Split Interest Trust tax return
Form Fin Cen 114 – Foreign Bank reporting form
Form 1040 NR – Non Resident individual tax return
Form 1023 – Application for Recognition of Exemption Under 501 (c) (3)

ATTORNEYS

Joseph A. Bellinghieri

Harry J. DiDonato

Carolina Heinle

Court Heinle

J. Kurtis Kline

Jamison C. MacMain

Duke Schneider

Andrew R. Silverman

OFFICES

West Chester, PA

ARTICLES

Taxation of Foreign Investment in Delaware Entities

Post-Mortem Estate Planning

Taxation of Foreign Investment in Delaware Entities

The Pennsylvania Tax Benefit Rule Compared to the Federal Rule

ALL PRACTICE AREAS

If you would like to schedule a consultation, please call the firm at 610.436.0100 or submit the contact request form.

Real Estate

February 6, 2015 by Hoppel Design

Nonprofits and Charitable Organizations

February 6, 2015 by Hoppel Design

Our team represents numerous nonprofit corporations, charitable organizations, private and operating foundations, and tax exempt entities created for the benefit of universities. Our attorneys represent these clients on a variety of legal issues affecting the organization and its mission, including startup, governance, compliance, and tax matters.

MacElree Harvey regularly establishes 501(c)(3) and other exempt organizations for organizations and individuals. Our work often includes formation of the nonprofit entity, obtaining tax exempt status of the nonprofit with the IRS and other taxing authorities, registering nonprofits under various charitable solicitation statutes, and filing federal income tax returns for the nonprofit.

Other common legal services include: formation and incorporation; governance and board structure; roles, relationships, and responsibilities of board, staff, and managers; regulatory compliance and annual reporting; executive and staff employment agreements; agreements for independent contractors, vendors, and consultants; consulting regarding risk management, liability, and insurance matters; mergers and acquisitions; consolidations and dissolutions; counsel regarding breaches of fiduciary duties and misuse of organization funds; compliance with tax reporting requirements; and recordkeeping requirements.

Our business attorneys are dedicated to seeking the best possible outcome for each client in the most efficient and effective manner. Whether resolving issues internally among staff, management, or owners, or whether managing external governmental or collaborative matters, MacElree Harvey is committed to getting the best result for its nonprofit clients.

If you would like to schedule a consultation, please call the firm at 610.436.0100 or submit the contact request form.

Mergers & Acquisitions

February 6, 2015 by Hoppel Design

Our M&A attorneys have extensive experience representing both buyers and sellers in all aspects of M&A practice, including:

Asset sales and purchases
Stock sales and purchases
Mergers and reorganizations
Joint ventures and strategic alliances

Our clients turn to us for help with structuring transactions, negotiating letters of intent, conducting legal due diligence, preparing purchase and sale agreements, negotiating with opposing counsel, coordinating financing, addressing regulatory compliance, and closing transactions. Our capabilities are bolstered by the multi-disciplinary legal knowledge of numerous attorneys in the Firm.

We represent both privately-held businesses and public corporations in business acquisitions or consolidation transactions across a wide range of industries, including manufacturing and distribution, chemicals, food, transportation, warehousing and storage, technology, and professional services, among others.

MacElree attorneys provide start-to-finish assistance with completing M&A deals, using the Firm’s full resources for everything from due diligence to tax-efficient deal structures to closing the deal. Whether the buyer is a strategic acquirer or a financial one, and whether the seller is a first-time business owner or a serial entrepreneur, we have what it takes to get the deal done.

Our team’s experience and dedication allows us to compete with large law firms in providing M&A services. Unlike mega-law firms that use dozens of lawyers and treat every transaction the same as their billion-dollar deals, we understand that our clients need capable legal representation tailored to their particular transaction. We frequently work opposite national and international law firms in M&A transactions. Our clients choose us because they find us to be result-oriented and flexible.

More than just attorneys, we are business advisors. Many of our attorneys are also business owners and Board members, which means that we can put ourselves in the shoes of our business clients and their executives. This also means that, above all, we are results-oriented. Our attorneys are committed to exceptional client service, and we provide it with common sense, good judgment, and a practical approach to what our clients want.

If you’re contemplating an M&A transaction and you would like to schedule a consultation, please call the firm at 610.436.0100.

Business and Corporate Law

January 29, 2015 by Hoppel Design

Business and Corporate Law

Businesses need lawyers who not only know the law but who also understand their business.

Our business law practice places an emphasis on small and mid-market companies. We build strong relationships with our clients so we understand their goals and challenges and can act as a trusted legal and business advisor. Our business attorneys help clients in Southeastern Pennsylvania and Northern Delaware find reasonable and practical solutions to business and legal problems.

Starting at formation and through the lifecycle of a business, we provide comprehensive and knowledgeable advice on numerous issues facing small to mid-market companies. Our team of attorneys will assist with entity formation, hiring and terminating employees, confidentiality and non-compete issues; drafting shareholder, partnership and operating agreements; and a wide variety of business and commercial contracts. Our business attorneys regularly handle complex business matters including governance issues, strategic planning, executive compensation, negotiating and structuring financing, transition, continuity and succession planning, and liquidity events such as sales or mergers.

To ensure our clients get the best representation possible, where appropriate, our business team that works closely with other MacElree Harvey lawyers, drawing on the skills and experience of lawyers in the areas of commercial litigation, taxation, estate, and succession planning, real estate, employment, finance, insolvency, collections, and restructuring.

Representative Areas of Service:

Business Formation
Transactions and Transitions
Family Businesses
Professional Practices

Business Formation

MacElree Harvey has helped hundreds of new businesses get their start. We assist clients in the start-up phase with the critical first steps to establish their businesses. We listen to our clients’ objectives, in order to understand the nature of their business, taking into consideration liability concerns, tax ramifications, management and ownership structures, financial issues, and other issues specific to their business.

Throughout every stage of a client’s business, we encourage an eye to the future. Our goal is to build long-term relationships with our clients, tailoring our legal services to their business as it grows and develops.

Transactions and Transitions

MacElree Harvey aims to simplify the legal process and provide affordable, high-quality corporate law services so our clients can stick to what they do best while we handle the compliance, contractual and other legal concerns. We assist owners and boards of directors maintain their operations and foster growth while avoiding legal and regulatory pitfalls. Our attorneys regularly handle complex business matters related to governance, transitions and transactions, strategic planning, raising financing, and offering new services or products. Our attorneys also advise clients on transfers of technology and intellectual property, as well as trademarks, copyrights, and licenses. As our clients’ businesses expand and change, we approach each transaction with financial considerations and long-term strategic plans in mind. Our attorneys listen to the clients’ objectives before aggressively pursuing their interests in any transaction.

Unfortunately, not all business ventures end harmoniously. A “business divorce” involves issues of control, ownership, and distribution of property, as well as potential payments. These business decisions are often accompanied by high-stakes conflict and intense emotions. Our attorneys lend a depth of experience in negotiation and strategic unwinding of a business. When necessary, we work with our litigation group to resolve disagreements as part of the business divorce process.

Family Businesses

MacElree Harvey has worked closely with generations of family business owners and executives. We understand that an owner’s closely held business may be a family’s largest and most important asset. We provide advice related to governance, risk management, employment, real estate, and tax matters, as well as continuity and succession planning. In addition, we help family business owners anticipate risk and conflict through each stage of their business. We evaluate the goals of a business’s current and future owners and advise clients on advanced planning related to management, tax structures, valuation, and transition.

As family businesses pass from generation to generation, transferring ownership, control and assets can be a complex and emotional process. Our attorneys work with families and their advisers to do advance planning for these transitions, minimizing conflict and stress. If disputes arise within the family as part of this process, our attorneys are highly skilled at dealing with those conflicts and negotiating them to resolution. We apply our experience and knowledge from prior successful transitions to our clients’ situations to achieve clients’ goals.

Family business succession planning is a vital component for any closely-held business owner’s estate plan. Our business attorneys work closely with our estates and trusts group, coordinating our efforts to plan business ownership transfers using methods that satisfy our clients’ personal objectives while minimizing risk and tax burdens.

Professional Practices

Owners of professional practices are subject to the same important business decisions as to any other business owner. Doctors, dentists, accountants, lawyers, architects and owners of other licensed professional practices frequently call upon our attorneys for counsel on the legal issues confronting their businesses.

MacElree Harvey’s business attorneys regularly establish professional practices, assisting clients with entity selection and formation, as well as management and governance. Our real estate attorneys negotiate leases for office space and space sharing agreements. As practices grow, owners may choose to add associate members. These changes require developing employment contracts, partnership tracks, non-competition agreements, and compensation plans. Further, when more than one person will be involved in the ownership of the practice, our attorneys assist in designing appropriate business agreements that consider issues ranging from buy-in methods to exit strategies.

Employment policies are also an important consideration for professional practices. We advise clients on employment issues such as employment manuals, workplace policies, hiring and termination procedures, as well as compliance with federal, state and local laws.