Tag Archives: tax law

same.sex

The impact of the Supreme Court's Windsor ruling

Section 3 of the Defense of Marriage Act (“DOMA”) defined marriage under federal law as a legal union between one man and one woman. In June, the Supreme Court declared that provision unconstitutional in U.S. v. Windsor (No. 12-307, June 26, 2013). On Aug. 29, 2013, the Department of the Treasury and the IRS jointly issued initial guidance on how Windsor affects federal tax law. Here are answers to some questions that will help clarify the impact.

AFTER WINDSOR, WHAT CONSTITUTES A MARRIAGE FOR TAX PURPOSES?
Rev. Rul. 2013-17 states that a marriage is recognized for federal tax purposes if the marriage was validly entered into in any one of the 50 states, the District of Columbia, a U.S. territory or foreign country whose laws authorize the marriage of same sex individuals. Even if a married couple resides in a state where the marriage is not recognized under state law, federal tax law will treat the same-sex couple as legally married. Rev. Rul. 2013-17 does not extend such recognition to other relationships recognized under state law that are not “marriages,” such as registered domestic partnerships or civil unions.

WHEN IS REV. RUL. 2013-17 EFFECTIVE?
The ruling is effective for most purposes on Sept. 16, 2013 and is primarily prospective; however, it may be relied on retroactively for purposes of filing tax returns, amending returns and certain credit or refund claims for income and employment taxes regarding exclusions from income based on an individual’s marital status for employer-provided health benefits and certain fringe benefits.

HOW DOES WINDSOR AFFECT RETIREMENT PLANS?
The Internal Revenue Code requires certain benefits and options for spouses, such as default survivor annuity benefits for married participants and qualified domestic relations orders for the assignment of retirement benefits during a legal separation or divorce. The guidance clarifies that, effective Sept. 16, 2013, retirement plans must recognize the spouses of same-sex marriages and extend to them the same rights that spouses in opposite sex marriages previously enjoyed. Future guidance will address the application of Windsor for periods prior to Sept. 16, 2013, and will provide sufficient time for employers to amend and correct their qualified plans as necessary to avoid disqualification and preserve favorable tax treatment.

HOW DOES WINDSOR AFFECT THE TAX TREATMENT OF HEALTH, WELFARE AND OTHER FRINGE BENEFITS?
Before Windsor, employees were taxed on health, welfare and other fringe benefits provided to their same-sex spouses, domestic partners or partners in a civil union. As a result, employers had to impute income on the employee’s W-2 for such benefits. According to Rev. Rul. 2013-17, health, welfare and other fringe benefits for legally married same-sex spouses are generally excluded from income for federal tax purposes. However, employees will still be taxed on employer-provided benefits extended to domestic partners and civil union partners unless the partner qualifies as the employee’s dependent.

WHAT OTHER CHANGES WILL BE REQUIRED FOR HEALTH AND WELFARE PLANS?
Certain health plan requirements, such as HIPAA special enrollment rights and COBRA continuation coverage for recognized same-sex spouses, may require amendments to health plans that cover spouses. Employers will also need to revise cafeteria plans to allow premium reimbursement for same-sex spouse coverage pre-tax and to permit the reimbursement of the medical expenses of same-sex spouses by health flexible spending arrangements. The FAQs indicate that all limits and rules applicable to opposite sex married couples now apply to legally married same-sex couples. Notably, plans must impose a single family maximum contribution to both spouses in a same-sex marriage.

DOES THE WINDSOR DECISION CHANGE RIGHTS RETROACTIVELY?
Rev. Rul. 2013-17 clarifies that the Windsor decision will be applied retroactively, although to what extent remains an open question. Among the possibilities, the IRS could take an expansive view of retroactivity for retirement plans, since the IRS’s correction program already allows for (and generally requires) correction for closed tax years. Rev. Rul. 2013-17 promises future guidance on Windsor’s retroactive impact for employee benefit plans.

FOR EMPLOYERS IN STATES THAT DO NOT RECOGNIZE SAME-SEX MARRIAGE, WILL ANYTHING CHANGE?
Yes, all employers must be prepared to amend and administer plans to reflect federal tax law recognition of legally married same-sex spouses. Depending on state law, the value of health coverage and certain fringe benefits provided to legally married same-sex spouses in states that do not recognize same-sex marriage will be tax-free for federal income tax purposes but may still be taxable for state income tax purposes.

CAN EMPLOYERS AND EMPLOYEES OBTAIN REFUNDS FOR TAXES ALREADY PAID ON THE VALUE OF EMPLOYER-PROVIDED HEALTH COVERAGE OR FRINGE BENEFITS FOR THE EMPLOYEE’S SAME-SEX SPOUSE?
As long as the statute of limitations on refund claims is still open (generally, 2010, 2011 and 2012 for most taxpayers), employers that paid Social Security and Medicare (FICA) taxes may file refund claims to recover those taxes and affected employees may file for income tax refund claims paid with respect to the following benefits: employer contributions for health plan coverage, qualified tuition reductions, meals and lodging furnished to an employee for the convenience of the employer, dependent care assistance, and no additional cost services, employee discounts, retirement planning services and on-premises gym facilities. In addition, employees may file income tax refund claims with respect to amounts an employee paid on an after-tax basis for health benefits for a same-sex spouse if the employer had a cafeteria plan and the employee made pre-tax salary reductions for his or her own coverage. The IRS intends to issue guidance with a streamlined process for employers to file FICA tax refund claims.

WHAT SHOULD EMPLOYERS DO NOW?
Starting Sept. 16, 2013, any same-sex spouse must be recognized prospectively if benefits are required under federal tax law (for example, survivor annuities, consent requirements) or if plans are already extending benefits to same-sex spouses. Employers must prepare now to implement plan design and administration changes, as well as plan communications to describe those changes. While awaiting further guidance, employers should take the following steps:
* Identify benefits currently available for spouses under its benefit plans (e.g. death benefits, medical coverage eligibility, reimbursements for spousal expenses).
* Review how each plan defines “spouse” and “marriage.”
* Interpret “spouse” and “marriage” to include same-sex spouses as of Sept. 16, 2013.
* Gather workforce data: for example, which employees have entered into legally recognized same-sex marriages, domestic partnerships, and/or civil unions, and in which states they reside.
* Stop imputing income (and withholding employment taxes) for health and other fringe benefits provided to employees with same-sex spouses, and make adjustments for current year federal income tax withholding by year-end.
* Consider the company’s goals — does the employer wish to extend benefits to all same sex couples or other relationships recognized under state law.
* Manage litigation risks through the use of thoughtful, honest communications with employees who inquire about benefits while the company is assessing its options.

 

Joseph T. Clees and Nonnie L. Shivers are shareholders in the Phoenix office of Ogletree, Deakins, Nash, Smoak & Stewart, P.C.

same.sex

The impact of the Supreme Court’s Windsor ruling

Section 3 of the Defense of Marriage Act (“DOMA”) defined marriage under federal law as a legal union between one man and one woman. In June, the Supreme Court declared that provision unconstitutional in U.S. v. Windsor (No. 12-307, June 26, 2013). On Aug. 29, 2013, the Department of the Treasury and the IRS jointly issued initial guidance on how Windsor affects federal tax law. Here are answers to some questions that will help clarify the impact.

AFTER WINDSOR, WHAT CONSTITUTES A MARRIAGE FOR TAX PURPOSES?
Rev. Rul. 2013-17 states that a marriage is recognized for federal tax purposes if the marriage was validly entered into in any one of the 50 states, the District of Columbia, a U.S. territory or foreign country whose laws authorize the marriage of same sex individuals. Even if a married couple resides in a state where the marriage is not recognized under state law, federal tax law will treat the same-sex couple as legally married. Rev. Rul. 2013-17 does not extend such recognition to other relationships recognized under state law that are not “marriages,” such as registered domestic partnerships or civil unions.

WHEN IS REV. RUL. 2013-17 EFFECTIVE?
The ruling is effective for most purposes on Sept. 16, 2013 and is primarily prospective; however, it may be relied on retroactively for purposes of filing tax returns, amending returns and certain credit or refund claims for income and employment taxes regarding exclusions from income based on an individual’s marital status for employer-provided health benefits and certain fringe benefits.

HOW DOES WINDSOR AFFECT RETIREMENT PLANS?
The Internal Revenue Code requires certain benefits and options for spouses, such as default survivor annuity benefits for married participants and qualified domestic relations orders for the assignment of retirement benefits during a legal separation or divorce. The guidance clarifies that, effective Sept. 16, 2013, retirement plans must recognize the spouses of same-sex marriages and extend to them the same rights that spouses in opposite sex marriages previously enjoyed. Future guidance will address the application of Windsor for periods prior to Sept. 16, 2013, and will provide sufficient time for employers to amend and correct their qualified plans as necessary to avoid disqualification and preserve favorable tax treatment.

HOW DOES WINDSOR AFFECT THE TAX TREATMENT OF HEALTH, WELFARE AND OTHER FRINGE BENEFITS?
Before Windsor, employees were taxed on health, welfare and other fringe benefits provided to their same-sex spouses, domestic partners or partners in a civil union. As a result, employers had to impute income on the employee’s W-2 for such benefits. According to Rev. Rul. 2013-17, health, welfare and other fringe benefits for legally married same-sex spouses are generally excluded from income for federal tax purposes. However, employees will still be taxed on employer-provided benefits extended to domestic partners and civil union partners unless the partner qualifies as the employee’s dependent.

WHAT OTHER CHANGES WILL BE REQUIRED FOR HEALTH AND WELFARE PLANS?
Certain health plan requirements, such as HIPAA special enrollment rights and COBRA continuation coverage for recognized same-sex spouses, may require amendments to health plans that cover spouses. Employers will also need to revise cafeteria plans to allow premium reimbursement for same-sex spouse coverage pre-tax and to permit the reimbursement of the medical expenses of same-sex spouses by health flexible spending arrangements. The FAQs indicate that all limits and rules applicable to opposite sex married couples now apply to legally married same-sex couples. Notably, plans must impose a single family maximum contribution to both spouses in a same-sex marriage.

DOES THE WINDSOR DECISION CHANGE RIGHTS RETROACTIVELY?
Rev. Rul. 2013-17 clarifies that the Windsor decision will be applied retroactively, although to what extent remains an open question. Among the possibilities, the IRS could take an expansive view of retroactivity for retirement plans, since the IRS’s correction program already allows for (and generally requires) correction for closed tax years. Rev. Rul. 2013-17 promises future guidance on Windsor’s retroactive impact for employee benefit plans.

FOR EMPLOYERS IN STATES THAT DO NOT RECOGNIZE SAME-SEX MARRIAGE, WILL ANYTHING CHANGE?
Yes, all employers must be prepared to amend and administer plans to reflect federal tax law recognition of legally married same-sex spouses. Depending on state law, the value of health coverage and certain fringe benefits provided to legally married same-sex spouses in states that do not recognize same-sex marriage will be tax-free for federal income tax purposes but may still be taxable for state income tax purposes.

CAN EMPLOYERS AND EMPLOYEES OBTAIN REFUNDS FOR TAXES ALREADY PAID ON THE VALUE OF EMPLOYER-PROVIDED HEALTH COVERAGE OR FRINGE BENEFITS FOR THE EMPLOYEE’S SAME-SEX SPOUSE?
As long as the statute of limitations on refund claims is still open (generally, 2010, 2011 and 2012 for most taxpayers), employers that paid Social Security and Medicare (FICA) taxes may file refund claims to recover those taxes and affected employees may file for income tax refund claims paid with respect to the following benefits: employer contributions for health plan coverage, qualified tuition reductions, meals and lodging furnished to an employee for the convenience of the employer, dependent care assistance, and no additional cost services, employee discounts, retirement planning services and on-premises gym facilities. In addition, employees may file income tax refund claims with respect to amounts an employee paid on an after-tax basis for health benefits for a same-sex spouse if the employer had a cafeteria plan and the employee made pre-tax salary reductions for his or her own coverage. The IRS intends to issue guidance with a streamlined process for employers to file FICA tax refund claims.

WHAT SHOULD EMPLOYERS DO NOW?
Starting Sept. 16, 2013, any same-sex spouse must be recognized prospectively if benefits are required under federal tax law (for example, survivor annuities, consent requirements) or if plans are already extending benefits to same-sex spouses. Employers must prepare now to implement plan design and administration changes, as well as plan communications to describe those changes. While awaiting further guidance, employers should take the following steps:
* Identify benefits currently available for spouses under its benefit plans (e.g. death benefits, medical coverage eligibility, reimbursements for spousal expenses).
* Review how each plan defines “spouse” and “marriage.”
* Interpret “spouse” and “marriage” to include same-sex spouses as of Sept. 16, 2013.
* Gather workforce data: for example, which employees have entered into legally recognized same-sex marriages, domestic partnerships, and/or civil unions, and in which states they reside.
* Stop imputing income (and withholding employment taxes) for health and other fringe benefits provided to employees with same-sex spouses, and make adjustments for current year federal income tax withholding by year-end.
* Consider the company’s goals — does the employer wish to extend benefits to all same sex couples or other relationships recognized under state law.
* Manage litigation risks through the use of thoughtful, honest communications with employees who inquire about benefits while the company is assessing its options.

 

Joseph T. Clees and Nonnie L. Shivers are shareholders in the Phoenix office of Ogletree, Deakins, Nash, Smoak & Stewart, P.C.

law

Gust Rosenfeld Elects Attorney to Membership

Timothy A. Stratton of Gust Rosenfeld has been elected as a capital member of the firm.

Stratton focuses his practice on public finance and Section 103 tax law.  He represents colleges and universities, special districts, cities, towns and other units of local government in Arizona and Illinois in all matters related to the issuance of municipal securities. He also maintains an active practice as underwriter and disclosure counsel on publically offered debt issues.

Stratton has been counsel in hundreds of bond transactions aggregating billions of dollars and is a frequent speaker on public finance. He has authored articles on many public finance topics, including tax and securities law issues, post-issuance compliance and public-private partnerships. Mr. Stratton currently serves as a member of the City of Scottsdale Board of Adjustment where he hears appeals and requests for zoning variances.

He earned his law degree cum laude from Thomas M. Cooley Law School in 1999.

ipo

Advantages and disadvantages of an IPO

The closing concludes and a company suddenly has $50 million cash in its bank account from the sale of its stock.  Champagne corks are popped and celebration ensues―for a brief period.  “Going public” is an exciting event for all involved and may provide many advantages to the company’s operations.  However, being a public company has certain disadvantages that should also be considered.

“Going public” refers to a sale of stock or debt in an initial public offering or IPO registered with the Securities and Exchange Commission (SEC).  A “public company” refers to a company that has undertaken an IPO or is otherwise required to be a reporting company under the Securities and Exchange Act.  A “private company” typically has a limited number of owners or investors and is not required to file reports with the SEC.  This article discusses some of the advantages and disadvantages of “going public.”

Advantages of an IPO

An IPO and the result of being a public company may provide significant advantages to the company and its stockholders.  These include cash infusion, ability to “mint coin,” easier future access to equity and debt markets, liquidity for pre-IPO stockholders and institutionalization of the company.  The common theme of these advantages is that a liquid market for its stock “unlocks” value that the company could not otherwise access.  By having publicly traded stock, the discount that is attached to stock of private companies no longer applies.

Cash Infusion The result of an IPO is a significant and immediate infusion of cash into the company.  This cash is typically “earmarked” for specific items described in the IPO disclosure documents, which can be for a variety of purposes.  For example, the company may use the proceeds of the IPO to expand its inventory, property and equipment base, reduce debt, further research and development or expand its services.

Minting of Coin. Having an established value and liquid market for its stock creates additional “coin” for the company through issuance of additional stock.  This “coin” may be used as consideration to acquire other business and to compensate both current and future employees.

The ability to utilize the company’s stock for an acquisition significantly decreases its cash needs and allows it to engage in transactions without tapping into its “war chest” of IPO proceeds, which can be put to use to fund future growth.  In addition, acquisitions using the company’s stock as consideration may be structured as a “tax-free” reorganization, which can allow the sellers to defer taxes on gains associated with the sale of their business.  Using stock as consideration for acquisitions also provides sellers an opportunity to participate in the future growth of the combined organization.

Another benefit of a liquid market for a public company’s shares is that its stock may be used to compensate both its existing and future employees through the grant of options or direct issuance of shares.  Grants of options or stock provide a means to share the company’s success and are a great tool for attracting talented management and employees.

Access to Capital Markets.  Being a public company enhances access to both equity and debt markets.  After the company has been a reporting company for 12 months, it may engage in follow-on offerings using a “short form” registration process.  The ability to use this process reduces both the time and expense of future equity financings.

As a reporting company, the transparency of its financial position and operations makes it better suited to obtain debt financings.  The infusion of cash from an IPO also enhances the balance sheet and makes the company a much stronger candidate for debt financings.

Liquidity An IPO provides liquidity to the company’s founders, employees and pre-IPO investors holding the company’s stock.  While the liquidity may not be immediately realized due to “lockup” requirements imposed by underwriters and other SEC rules, being a public company provides a means for the pre-IPO stockholders to monetize the value of their stock at some point in the future.

Institutionalization.  Being  publicly traded  adds to a company’s stature as an institution, which can enhance its competitive position.  The IPO process itself generates publicity that may enhance the company’s recognition in the marketplace.  As a result, suppliers, vendors and lenders often perceive the company as a better credit risk and customers may perceive it as a better source of products or services.  The stature of a public company can also enhance its ability to attract top level executives and employees.

Disadvantages of an IPO

While going public provides significant advantages to a company and its stockholders, the requirements imposed by securities laws produce disadvantages to the company and its operations.  These include increased costs, securities law compliance, changes in corporate governance structure and becoming a “slave to the stock price.”

Costs.  The costs of an IPO include both the costs of engaging in the offering process and the future costs of being a reporting company.  Typical costs of raising $50 million through the IPO process can range from $3.5 million to $5 million.  Raising less money can increase the percentage of offering costs significantly.  These costs include underwriting commissions, legal and accounting fees, SEC and National Association of Securities Dealers (NASD) filing fees, exchange fees, financial printing, travel and other miscellaneous costs related to the offering.  In addition to these initial costs, as a reporting company subject to securities laws, including Sarbanes-Oxley, and exchange listing requirements, the company will have significant ongoing costs associated with its operations.  These costs include outside directors’ fees and expenses, directors’ and officers’ liability insurance, accounting and legal costs, internal control costs, printing costs for stockholder reports and proxies and costs of investor relations.  According to a survey published by Foley & Lardner LLP, these costs average approximately $2.37 million per year, not including lost productivity costs, for public companies with revenue under $1 billion.

The costs are not just monetary.  The IPO process can take up to six months or longer.  During this period the company’s executive management team must devote substantial time and energy to the IPO.  This takes away from management’s time and ability to run the company’s business, and operations may suffer during the IPO process.

Securities Law Compliance A myriad of compliance issues results from an IPO.  The IPO process imposes severe restrictions on the company’s marketing and publicity activities during the “quiet period” preceding the filing of a registration statement.  The registration and reporting process involves the disclosure of significant information about the company that is readily available to the company’s competitors.  Following completion of the IPO, the company will be required to file quarterly, annual and current reports detailing its operations and announcing major events.  This disclosure includes detailed information about operations, executive compensation, financial results and significant customers and vendors.  Proxy statements must be filed with the SEC before a stockholders meeting can be called.  The company cannot release information on a selective basis and must be careful to assure that the information it releases is accurate and complete.  Company insiders and major stockholders also must comply with the Exchange Act requirements for reporting their stock ownership and prohibitions on short swing trading.  Finally, the exchanges where the company’s stock is traded have various listing standards that impose additional governance and disclosure requirements.

The changes to the securities laws resulting from the Sarbanes-Oxley Act have greatly increased the compliance issues that a public company must meet (with corresponding cost increases).  These include enhanced auditing and governance standards, additional responsibilities for the company’s independent directors, development and documentation of control procedures and certifications by the CEO and CFO.  The certification requirements are backed up by possible criminal sanctions for violations.

Change in Corporate Governance Structure A listing requirement of the major stock exchanges is that the company’s board be comprised of a majority of independent directors.  Independent directors cannot be officers, employees, major stockholders or outside service providers.  Independent directors must comprise the audit, compensation and corporate governance committees.  This means that the duties of selection and oversight of auditors, setting executive compensation and determining board candidates and litigation issues are taken away from management and given to “strangers” that may have little past experience with the company’s operations.  Another listing requirement is holding annual stockholder meetings.  Matters such as calling meetings and presenting proposals to stockholders must now be accomplished in compliance with SEC rules.

A major change brought about by Sarbanes-Oxley was empowerment of the independent directors.  Previous “best practices” of having a majority of independent directors are now mandated by exchange listing requirements.  The independent directors are charged with oversight of the company’s management and auditors.  For most companies, particularly where the founders are executive management, the change in corporate governance structure resulting from being a public company may take some adjustment.

Becoming a Slave to the Stock Price It is often said that a professional baseball pitcher is only as good as his last outing and that a CEO of a public company is only as good as her company’s last quarter.  While a fluid and liquid market in a company’s stock unlocks value, a public company’s stock price is frequently subject to rapid fluctuation.  The stock price can be affected by a variety of factors, over which management may have little or no control.  Reporting of quarterly earnings can lead to decision making based on the short term result when a longer term perspective would be better for the company.  The close ties between executive compensation and their personal net worth to operating results enhances the dilemma of seeking short-term results at the sacrifice of long-term perspective.  Wall Street can be impatient and, as with baseball pitchers, may have a tendency to look only to immediate past results rather than the big picture.

A loss of stock value can lead to dire consequences, such as stockholder lawsuits, loss of confidence in management and possible hostile takeovers.  Lawsuits can stem from a sudden decline in stock price.  A stockholder lawsuit can be very costly and distract management from running the business.    Recently stockholder activism has been on the rise and dissatisfaction with directors (including executive management on the board) has been evidenced by stockholders withholding approval of directors.  Various proposals, such as mandatory removal of directors that do not win a majority of stockholder approval in elections, are increasing the pressures on management to perform on a quarterly basis.  If a company loses favor with analysts and stockholders, its stock may suffer additional devaluation, which could lead to it becoming attractive to a hostile takeover bid.  A successful takeover, particularly a hostile takeover, could result in the company’s founders being removed from management positions.

Conclusion

While going public can have many positive effects on a company and its operations, these positive effects must be balanced against the disadvantages.   Going public drastically changes a company’s culture and has an ongoing impact on business operations.  Determining if going public is the right course for a company to pursue is a major decision and must be carefully considered by management before this course is taken.

 

Thomas Morgan is a partner in Lewis and Roca’s (www.lrlaw.com) Phoenix office in Phoenix, Arizona. He practices securities, corporate and tax law with an emphasis in public and private securities offerings, private equity fundings, mergers and acquisitions, regulatory compliance, and general tax planning. He can be reached at 602.262.5712  or TMorgan@LRLaw.com

gavel

Arizona’s Top Lawyers 2012 – Securities & Corporate Finance – Tax

Arizona Business Magazine used its own research, solicited input from legal experts, and referenced professional ratings and rankings to determine the legal professionals who made the 2012 Top Lawyers list.


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Categories

Banking Healthcare
Business/Corporate Law Intellectual Property
Construction Litigation Mergers and Acquisitions
Employment/Labor
Relations
Real Estate
Environmental Law Securities and Corporate Finance
Estate and Trust Litigation Tax

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SECURITIES AND CORPORATE FINANCE

Bryant D. Barber ◆ Lewis and Roca LLP
602-262-5375 ◆ lrlaw.com
Barber has extensive experience in municipal finance, including related areas of state and federal securities and tax law, and economic development financing programs.

James E. Brophy, III ◆ Ryley Carlock & Applewhite, P.C.
602-440-4807 ◆ rcalaw.com
Brophy’s practice focuses on securities, business transactions and employee benefits law.

Jon S. Cohen ◆ Snell & Wilmer L.L.P.
602-382-6247 ◆ swlaw.com
Cohen has a corporate finance practice, including a large number of public offerings, and mergers and acquisitions.

Thomas H. Curzon ◆ Osborn Maledon PA
602-640-9308 ◆ omlaw.com
Curzon’s practice focuses primarily on entrepreneurial transactions, including venture capital and other private placements of securities, mergers, acquisitions and divestitures, and initial public offerings.

Steven P. Emerick ◆ Quarles & Brady LLP
602-230-5517 ◆ quarles.com
Emerick’s practice is focused on corporate finance, securities and business transactions for companies in a broad range of industries.

Martin R Galbut ◆ Galbut & Galbut, P.C.
602-955-1455 ◆ galbutlaw.com
Galbut has been selected to The Best Lawyers in America for Securities Law (2007 – 2010) and Business/Commercial Litigation (2001-2009).

Robert J. Hackett ◆ Ridenour, Hienton & Lewis, PLLC
602-254-9900 ◆ rhkl-law.com
Hackett’s practice focuses in the areas of corporate, securities and banking law, including public offerings, private placements, mergers and acquisitions and corporate finance.

Robert S. Kant ◆ Greenberg Traurig, LLP
602-445-8302 ◆ gtlaw.com
Kant has represented large and small issuers of equity and debt securities in hundreds of securities transactions involving the sale of more than $20 billion of securities.

David P. Lewis ◆ DLA Piper LLP
480-606-5126 ◆ dlapiper.com
Lewis focuses his practice in the area of corporate and securities law, including mergers and acquisitions, securities offerings and compliance issues.

Julie Rystad ◆ Gallagher & Kennedy, P.A.
602-530-8070 ◆ gknet.com
Rystad advises financial institutions and business entities in various types of financial transactions, including asset-based, equipment, and real estate loans and leases, and warehouse lending.


TAX

James Benham ◆ Moore Benham & Beaver PLC
602-254-6044 ◆ mbmblaw.com
Benham practices individual, corporate and partnership taxation law, tax controversy, estate preservation and probate; formation, operation and reorganization of corporations, partnerships and limited liability companies.

Timothy D. Brown ◆ Gallagher & Kennedy, P.A.
602-530-8530 ◆ gknet.com
Brown practices in all areas of federal tax law, with an emphasis on real estate, partnerships, limited liability companies, corporations, real estate, international taxation, and civil tax controversy.

John F. Daniels, III ◆ Fennemore Craig PC
602-916-5431 ◆ fclaw.com
Daniels chairs the Tax and Tax Controversy practice groups at Fennemore Craig.

Pat Derdenger ◆ Steptoe & Johnson
602-257-5209 ◆ steptoe.com
Derdenger’s practice emphasizes federal, state, and local taxation law. He is certified as a tax law specialist by the Arizona State Bar.

James R. Hienton ◆ Ridenour, Hienton & Lewis, PLLC
602-254-9900 ◆ rhkl-law.com
As a certified tax specialist of the Arizona State Bar Association, Hienton works to structure business transactions in a most tax-effective manner.

Kirk A. McCarville ◆ Kirk A. McCarville PC
602-468-1714 ◆ mccarvillelaw.com
McCarville practices nationwide, engaging in civil and criminal law principally in the area of taxation.

Thomas J. Morgan ◆ Lewis and Roca LLP
602-262-5712 ◆ lrlaw.com
Morgan practices in the areas of securities, corporate and tax law with emphasis in public and private securities offerings, and general tax planning.

Martha C. Patrick ◆ Burch & Cracchiolo, P.A.
602-234-9939 ◆ bcattorneys.com
Coming from the IRS, Patrick represents taxpayers involved in civil and criminal tax controversies before the Internal Revenue Service and the Arizona Department of Revenue.

Lawrence Pew ◆ Pew Law Center
480-745-1770 ◆ pewlaw.com
Pew is an experienced tax, bankruptcy, and transactional attorney.

Les Raatz ◆ Mariscal Weeks Mclntyre & Friedlander, P.A.
602-285-5022 ◆ mwmf.com
Raatz has extensive experience in a broad range of tax, probate and trust matters, including estate planning, audits and litigation, and corporate, trust, exempt organizations, real estate, and partnership and limited liability company taxation.

Arizona Business Magazine has used its best efforts in assembling material for this list, but does not warrant that the information contained herein is a complete or exhaustive list of the top lawyers in Arizona, and hereby disclaims any liability to any person for any loss or damage caused by errors or omissions herein.

Arizona Business Magazine March/April 2012