LEADERSHIP: Joan C. Arnold

Pepper Hamilton LLP’s Tax and Estates Practice Group assists clients with proactive tax planning, including mergers and acquisitions, dispositions, public offerings, reorganizations, restructurings, liquidations and structured finance vehicles. Our tax lawyers are integrally involved in the structure and formation of partnerships, and have significant experience in private equity funds, hedge funds, mezzanine funds and their investments.

Major areas of our tax practice include:

Federal Tax

Our federal tax practice provides tailored business services to address client needs in a post-Sarbanes-Oxley Act environment, including:

  • transaction structuring and tax planning for international and domestic companies, including obtaining IRS private letter rulings and delivering opinions
  • net operating loss (382) analysis for impact on purchase price and financial disclosure
  • analysis of deductibility of transaction expenses
  • accounting method changes
  • tax due diligence and data room preparation
  • domestic manufacturing deduction (199) opportunities
  • consolidated return issues
  • internal restructuring
  • international tax controversy support, including competent authority representation
  • tax litigation and IRS controversy support
  • tax shelter reporting and disclosure assistance
  • independent tax opinions on significant corporate tax matters
  • bankruptcy and workout tax planning.

State and Local Tax

Pepper has handled state tax appeals for Fortune 1000 companies, small businesses and individuals. We have particular experience and contacts in the Pennsylvania state and local appeals and court system, and we have litigated significant Pennsylvania tax cases. We have handled appeals and/or litigation matters in numerous other states, including California, Florida, Georgia, Illinois, Indiana, Kentucky, Ohio, New Jersey, New York, North Carolina, Virginia and West Virginia. We have worked with our clients to ensure proper tax compliance through nexus reviews and, where necessary, by entering into voluntary disclosure and amnesty programs. We also have worked with our clients and lawmakers to draft and propose state tax legislation. Our state and local tax services include:

  • transaction structuring and tax planning
  • income tax planning
  • credits and incentives
  • net operating loss analysis
  • tax due diligence
  • internal restructuring
  • property tax planning
  • controversy/voluntary disclosure
  • nexus analysis.

Administrative and Tax Controversy Services

Pepper attorneys have extensive experience with administrative matters and regularly represent Fortune 500 companies before the IRS National Office, successfully securing Private Letter Rulings; Accounting Method Changes; Technical Advice; Relief under Section 9100; and Closing Agreements. We endeavor to resolve matters quickly and inexpensively so that our clients can gain certainty, while avoiding controversy whenever possible. To that end, we find that it can be beneficial to address issues before the IRS.

When controversy arises, however, Pepper attorneys handle federal tax controversies from the IRS audit through the administrative appeal, and in litigation. Pepper attorneys have represented Fortune 500 companies in IRS audits, IRS administrative appeals, and in tax litigation before the United States Tax Court, U.S. federal district courts, the U.S. Court of Federal Claims, and U.S. Courts of Appeals in the various circuits.

In addition to representing large, publicly traded corporations, Pepper tax attorneys have represented privately held corporations, partnerships, trusts, estates, charitable organizations, and high-net-worth individuals in tax controversies.

Pepper lawyers are able to resolve most tax controversies at the administrative level, either at the audit level or through the IRS administrative appeals process. If, however, the tax issues are not resolved through the IRS administrative process, Pepper tax lawyers have substantial litigation experience and will act as zealous advocates to obtain a favorable result.

Pepper’s tax controversy team handles international tax issues, and has obtained successful results in Competent Authority cases to avoid double taxation between the United States and a foreign tax jurisdiction in transactions between a U.S. taxpayer and a related foreign affiliate.

Pepper lawyers also have substantial experience in handling collection matters, including collection issues involving trust fund penalties against corporate officers and other “responsible persons” under Internal Revenue Code Section 6672.

Investment Fund Practice

Pepper Hamilton’s tax practice represents a number of private equity firms of all sizes, including some of the largest private equity firms in the world. We work closely with fund formation and transactional lawyers to ensure that our clients’ funds and transactions are tax efficient for U.S. purposes. We advise our clients on acquisitions, dispositions, refinancings, portfolio company debt purchases and bolt-on acquisitions and management company transactions.


The provisions of the HIRE Act dealing with foreign account compliance (commonly known as FATCA) will have a dramatic impact on the vast majority of investment funds, financial institutions and multi-national corporations. The handful of statutory provisions containing these rules yielded nearly 400 pages of Proposed Treasury Regulations. Implementation requires significant thought and effort. Failure to comply will result in significant U.S. tax withholding that may never be refundable. We can assist clients of all types and sizes become FATCA compliant.

International Tax Structuring

Pepper’s international tax lawyers have extensive experience helping multinational clients develop and implement strategies that support their overall international tax plan, while complying with the often complex rules of different jurisdictions.  We help our clients navigate the complexities for both inbound and outbound tax issues. We also have extensive experience in preparing earnings and profits calculations from beginning to end to determine the taxability of repatriation strategies and the potential tax credits that may accompany those repatriations.