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Tax

Guiding you through the maze of taxation.

We understand the importance of providing tax advice geared toward the particular commercial environment and industry in which our clients operate in both domestic and cross-border contexts.

Recognized for their technical expertise and practical approach, our tax attorneys work closely with our clients and other practice groups to structure general business transactions, including M&A, venture capital, buyouts, joint ventures, partnerships, recapitalizations, financings, bankruptcies, workouts and litigation settlements. These transactions frequently involve multinational businesses and raise complex U.S. and foreign tax issues, often impacting the form and commercial terms of the contemplated transactions. Our clients include mid- and large-sized businesses, private equity, venture capital and other investment funds and high net worth individuals.

Our clients appreciate our ability to identify potential costly tax issues and explain them in plain English.  Our goal in every context is to find innovative and practical solutions balanced against often competing non-tax concerns. . . Applying our experience, creativity and practical judgment, we assist our clients with negotiating complex transactional and operating agreements Our tax attorneys have published and spoken on emerging tax issues, and actively participate in matters with our global affiliate firms.  

In addition to transaction services, our Tax Group represents entities and individuals involved in federal and state tax audits and appeals. We have had great success representing clients who have made voluntary disclosures relating to offshore bank accounts, unpaid sales tax obligations and unclaimed property/escheat issues. We also regularly advise on executive compensation arrangements, including stock options, stock appreciation rights, profits interests and other equity-based programs. Our tax attorneys also advise tax-exempt organizations (including public charities and private foundations) with respect to formation and ongoing operational issues.

Case Study

Non-Compete & Trade Secrets

Non-Compete Claims

As part of its strategy to enter a new geographical market, our client, one of the world’s largest insurance brokers, hired a group of employees in that market from another of the world’s largest insurance brokers.

The Situation

As part of its strategy to enter a new geographical market, our client, one of the world’s largest insurance brokers, hired a group of employees in that market from another of the world’s largest insurance brokers.  One of the new hires became the President of our client’s affiliate in that market.  Shortly thereafter, the former employer initiated an action in Michigan state court against our brokerage client and its affiliate’s President, whom we also represented.  Plaintiff alleged that the new President misappropriated confidential information and was soliciting plaintiff’s clients and employees in breach of her employment agreement’s restrictive covenants, allegedly with her new employer’s encouragement and assistance.

Months later, during the course of discovery, two of plaintiff’s corporate clients transferred their health and benefits insurance business from plaintiff to our brokerage client.  Plaintiff filed an emergency motion for a Temporary Restraining Order and Preliminary Injunction.  In its motion, plaintiff sought to enjoin our clients not only from soliciting, accepting, and servicing business from plaintiff’s current or prospective clients, but also from servicing the two clients that had already moved their business.

The Solution

In the span of a little more than a week, the GEABP team drafted a 20-page opposition brief and secured three supporting affidavits, two of which were provided by the non-parties who had transferred their business from plaintiff to our brokerage client.  When plaintiff submitted an untimely and improper reply brief less than 48 hours before the hearing, we – less than 24 hours later – submitted opposition in response to that brief as well.

The Result

The preliminary injunction hearing was held remotely via Zoom.  After hearing oral argument, the judge gave his ruling from the bench, adopting all of our key arguments and denying plaintiff’s motion for injunctive relief in its entirety.  The case settled shortly thereafter.