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Trusts & Estates

We provide advice and counsel based on our expertise, experience and insight in formulating individual estate plans and administering the estates of family members.

Our Trusts & Estates attorneys work with individuals who need strategic advice regarding the development and implementation of their estate plans.

Our clients want to maximize the value of their estate passing to family members by minimizing taxation and ensuring that their wishes concerning the distribution of assets are heeded. Some clients have complicated family dynamics, while others need to address both business and personal concerns or realize their philanthropic goals.

We work with our clients to minimize the taxation on the transfer of assets (estate, gift, and generation-skipping taxes), preserve family wealth and transfer closely held businesses to younger generations. We also incorporate insurance products into an estate plan, allocate, structure, and coordinate relationships between clients and investment managers of portfolios for trusts and family accounts, and guide the funding of college and post-graduate education for children and grandchildren using tax-efficient options. Our attorneys have an array of estate planning techniques that are specific to the needs of art collectors, artists, musicians and authors.

Following the death of a family member, we guide the survivors through the estate administration process from the probate proceeding to the final distribution. Our expertise in planning for the eventual estate administration and the preparation and filing of estate tax returns, combined with our years of experience in the Surrogate’s Court and with the IRS and state taxing authorities, makes this difficult period manageable for the family. In many cases, we counsel and supervise the administration of trust funds for the surviving spouse, children, and grandchildren. We also advise clients on the best way to use planned giving techniques, family foundations, and charitable trusts to accomplish their philanthropic goals.

Case Study

International Business Practice

Foreign Issuer NASDAQ IPO

Foreign Issuer NASDAQ IPO

The Situation

A United Kingdom-based biotechnology company wanted to raise capital in the United States through an Initial Public Offering (IPO) and list on a US national exchange (Nasdaq) for the offering. Among the issues that needed to be resolved:

  • Deciding whether to remain a UK corporation or reorganize into an offshore jurisdiction, such as the Cayman Islands;
  • Finding a solution to the UK stamp tax imposed on share transfers of UK issuers which the US securities market electronic transfer system cannot accept responsibility for; and
  • Addressing a number of accounting statement timing and presentation issues to satisfy the UK issuer and SEC regulations (Form F-1)

The Solution

The GEABP team, working with UK counsel, helped the UK issuer explore different alternatives to satisfy the various issues and stakeholder constituencies:

  • After evaluating many jurisdictional and reorganization issues, including potential tax considerations of the pre-public shareholders of the UK issuer, it was determined that the UK issuer would remain as a UK corporation for operational, research grant and tax considerations. However, that decision raised the second consideration of being able to issue securities in the US and the transfer of shares in the US markets without having the UK stamp tax burden.
  • In order to avoid the UK stamp act on US market transfer, the GEABP team introduced the UK issuer to the American Depositary Share (ADS) concept and made an introduction to Bank of New York Mellon as an ADS issuer.
  • Throughout the IPO process, as the offering shaped up, the GEABP team advised the UK issuer on its SEC disclosure about the business operations, securities offered, management, and financial statement requirements. The GEABP team negotiated and advised on the offering documentation, all of which was under New York law.

The Result

The UK issuer successfully completed its IPO in February 2022, listing on Nasdaq. The securities offered were shares in the form of ADSs and warrants for ordinary shares that would be converted to ADSs upon the warrant exercised for deposit into the DTC system.