Bradley Arant’s Tax Practice involves all aspects of federal, state and local taxation. The practice is largely transaction-oriented, and we advise corporations, partnerships, limited liability companies, banks and financial institutions, estates, trusts, exempt organizations and individuals in a variety of tax-related matters. Six of our tax partners are members of the American College of Tax Counsel and nine are listed in the 2008 edition of The Best Lawyers in America.

We represent clients in administrative and judicial tax controversies at the federal, state and local levels, including the United States Tax Court and the Alabama Supreme Court. Our practice encompasses a broad range of activities, including development and implementation of tax plans for businesses and individuals, determining the availability of federal, state and local tax incentives for new or expanding industrial projects, preparation of requests for letter rulings from the Internal Revenue Service and the Alabama Department of Revenue, organizing and planning for the operation of tax-exempt entities, rendering tax opinions in connection with business transactions, S corporation elections and shareholders' agreements, partnership and LLC organization, capitalization, allocations and reorganizations and tax issues arising in connection with insolvency and bankruptcy.

Our Trusts and Estates Practice is varied and sophisticated. The firm represents a great number of business owners, corporate executives, physicians, retirees and other individuals who need estate planning advice. This practice area is heavily tax-oriented in nature, with emphasis placed on assisting individuals and families in planning their affairs to minimize the burden of gift and estate taxes. The firm has four attorneys who devote substantially all of their time to this area, and the services performed by these lawyers include advising individuals in estate and gift tax planning, life insurance, IRA and retirement plan options, and charitable gift planning, drafting a wide variety of trust documents and wills, durable powers of attorney, living will declarations, prenuptial agreements, and family limited partnerships, preparing gift and estate tax returns, handling the probate administration of estates, representing clients before the Internal Revenue Service and Tax Court with respect to gift and estate tax matters, and representing individuals in contested trust and estate matters in state court. The attorneys who practice in this area are frequent speakers at seminars on estate-related topics.

State and Local Tax

Bradley Arant’s State and Local Tax (“SALT”) Practice Group has extensive experience in advising and representing clients in a wide variety of state and local tax matters. With real-world experience and knowledge of the state and local tax laws, the team is able to provide innovative advice tailored to our clients’ specific tax objectives. Striving to fully understand each client’s circumstances and business and tax objectives before recommending a certain course is a hallmark of the SALT team.

The members of the SALT team are committed to staying informed of various SALT and federal tax developments and the latest planning opportunities. The team maintains an extensive tax library, regularly attends tax seminars and institutes, and is active in the Alabama and American Bar Association Tax Section committees. Members of the SALT Group are regularly asked to speak on Alabama and multistate tax issues at prestigious tax institutes and conferences such as the annual New York University Institute on State & Local Taxation, the Paul J. Hartman Memorial State & Local Tax Forum at Vanderbilt University, the Georgetown University Law Center Advanced State & Local Tax Institute and various Council on State Taxation (COST) and Tax Executives Institute (TEI) seminars. Several members of the team also serve as editors or Alabama correspondents for national publications such as State Tax Notes, BNA’s Multistate Tax Reports, CCH’s State Income Tax Alert and Sales & Use Tax Alert, the ABA’s annual Property Tax Deskbook, and COST’s weekly Practitioners Alert. Members of the group have authored several portfolios for BNA/Tax Management as well as chapters for the Pomp & Oldman State and Local Taxation treatise and Keatinge & Conaway’s new Choice of Business Entity treatise. Through these activities, the team has emerged as one of the Southeast region’s most active and creative law firms in this area of practice.

Bradley Arant’s SALT practice involves the representation of diverse clientele, ranging from publicly-held clients to organizations in the formative stage. This representation involves a variety of activities, including business transaction advisory services, general state and local tax planning and consulting services; business incentives and tax credits; governmental affairs services; and tax controversy and voluntary compliance work.

Representative Experience

Formation, Expansion, and Conversion of Business Entities

Bradley Arant’s SALT team frequently provides federal and state and local tax advice to clients with respect to forming, expanding, and converting all types of business organizations. The team has particular expertise in helping clients navigate the business and tax considerations that dictate the appropriate structure for a new or expanding business venture. This “choice of entity” analysis often involves a comprehensive analysis of various state business entity and taxation statutes in order to determine the appropriate business entity and state of formation or expansion. Bradley Arant also advises clients regarding conversions of existing business entities into another business entity more suited for the client’s objectives—such as a conversion of a corporation to a limited liability company or limited liability partnership.

The SALT group regularly give advice with respect to the formation, expansion, sale, and conversion of the following business entities:

• C corporations
• S corporations
• General and limited partnerships
• Limited liability companies
• Limited liability partnerships and limited liability limited partnerships (“LLLPs”)
• Joint ventures
• Business trusts
• Real estate investment trusts

Mergers, Acquisitions, and Dispositions

In conjunction with the firm’s Corporate and Securities Practice Group lawyers, the SALT team counsels clients regarding the purchase, sale, merger, and reorganization of businesses. The group understands that taxable and tax-free acquisitions and dispositions must be structured to reflect the type of business and assets being acquired or disposed, the consideration paid, the tax attributes of the acquiring and/or the acquired company, and, most importantly, the business objectives of our client. In large transactions, we may obtain a private letter ruling from the IRS or a state taxing authority regarding the federal or state tax consequences of the transaction.

General SALT Planning & Consulting Services

The SALT group provides tax planning and consulting services to a diverse group of clients in industries such as banking and financial services, real estate, construction, transportation, technology, healthcare, and manufacturing, as well as to national and local accounting firms. Our attorneys regularly advise clients on a broad array of state and local taxes, including, but not limited to:

• Corporate and individual income tax
• Financial institution excise tax
• Business privilege tax
• Sales and use taxes
• Utilities gross receipts and license taxes
• Rental (lease) tax
• Real and personal property ad valorem taxes
• Business license taxes
• Natural resource severance taxes
• Lubricant and motor fuel excise taxes
• Lodgings taxes
• Unemployment taxes

The aggressive enforcement of state and local tax laws by various taxing authorities, and in some cases, their private contractors, combined with the increasing complexity of those laws has elevated the importance of state and local tax planning and compliance for all business entities. Bradley Arant’s SALT team continuously monitors state and local tax legislative, judicial, regulatory developments to keep clients informed of the latest compliance burdens and planning opportunities. In addition, the Bradley Arant State & Local Tax Bulletin is periodically sent to our subscribers in an effort to keep them informed of state and local tax legislation, audit trends, litigation, and administrative actions.

Business Incentives and Tax Credits

The SALT group advises clients on how to obtain state and local tax and financial benefits associated with expansion, relocation, research, hiring, and other business expenditures. The tax and financial benefits from such investments are often significant. The team advises clients on how to obtain the following currently available tax and financial incentives:

• Capital (investment tax) credits
• Abatements of ad valorem property taxes
• Abatements of sales and use taxes
• Abatements of mortgage recording taxes
• Enterprise Zone “Section 5 incentives”: income tax credits, business privilege tax credits, reduction of permit fees and user fees, and reduction of business license taxes
• Enterprise Zone “Section 11 incentives:” sales & use tax exemptions, exemption from income tax, and exemption from business privilege taxes
• Incentive grants or rebates from counties and municipalities

Bradley Arant also advises clients with respect to retaining or expanding tax and financial incentives they are currently receiving, but that are no longer available for new projects and investments. For example, we frequently provide clients technical assistance and advice with respect to SIDA tax credits and tax exemptions under the so-called Wallace-Cater Act.

Tax Controversy

The SALT group maintains an active state and local tax, as well as federal income tax, controversy practice. The SALT group has extensive experience representing clients before the courts as well as the Alabama Department of Revenue and other state and local revenue authorities. We regularly assist clients with state and local tax or business license audits and administrative appeals and in voluntary compliance projects. The firm has had significant experience in prosecuting tax appeals in administrative tribunals as well as the courts—both state and federal. For example, we have successfully pursued protests and appeals of ad valorem tax assessments before boards of equalization and courts throughout the state of Alabama, reducing our clients’ property tax valuations by millions of dollars each year. In doing so, we have represented clients from a variety of different industries, including banks, retail centers, industrial complexes, hotels, and many other businesses. Conversely, we have also recently assisted several Fortune 500 companies in voluntary compliance/disclosure projects through both the Multistate Tax Commission/Streamlined Sales Tax programs and with individual states and localities.

Over the years, the SALT group has been involved in administrative proceedings before the Alabama Department of Revenue, the North Carolina Department of Revenue, the Florida Department of Revenue, the Tennessee Department of Revenue, and a number of local municipal and county revenue departments and tax boards. We have also been involved in numerous cases before the Alabama circuit courts, the Alabama Court of Civil Appeals, the Alabama Supreme Court, and the United States Supreme Court. Some of the most recent rulings and favorable administrative law decisions obtained by members of the SALT group, and which are published, include the following:

• AT&T Corporation v. Alabama Department of Revenue, Case No. 2040908 (Ala. Civ. App. June 23, 2006)
• Jefferson Smurfit Corp. v. Alabama Department of Revenue, Case No. 1041151 (Ala. S. Ct. May 26, 2006)
• Hoover, Inc. v. Alabama Department of Revenue, Case No. 1040969 (Ala. S. Ct. April 28, 2006)
• Knauf Fiber Glass GmbH v. Alabama Department of Revenue, Admin. Law Div. Dkt. No. Corp. 05-970 (March 6, 2006)
• Oracle USA, Inc. v. Alabama Department of Revenue, Admin. Law Div. Dkt. No. S. 05-355 (Sept. 15, 2005)
• Southern Banknote Co. v. Alabama Department of Revenue, Admin. Law Div. Dkt. No. S. 04-423 (Sept. 20, 2005)
• General Motors Acceptance Corp. v. City of Red Bay, 894 So. 2d 650 (Ala. S. Ct. 2004)
• Hoover, Inc. v. Alabama Department of Revenue, 833 So. 2d 32 (Ala. S. Ct. 2002)
• State v. Tenaska Ala. Partners, LP, 847 So. 2d 962 (Ala. Civ. App. 2002)
• Armstrong World Industries v. Alabama Department of Revenue, Admin. Law Div. Dkt. No. CORP. 01-189 (April 15, 2002)
• C & D Chemical Products v. Alabama Department of Revenue, Admin. Law Div. Dkt. No. CORP. 00- 288 (February 9, 2001)
• Robinson Iron Corp. v. Alabama Department of Revenue, Admin. Law Div. Dkt. No. S. 99-486 (April 27, 2000)