Entity selection, reorganizations, and transaction structuring with the federal and Tennessee tax consequences modeled before you sign — not after the notice arrives.
Formation, shareholder and operating agreements, financings, and the purchase or sale of a business, with the tax and the paper aligned.
Family-business transfers, buy-sell arrangements, and estate planning built to move value down a generation with exposure controlled.
Audit defense, appeals, penalty abatement, and resolution — argued by the attorney who knows how the position was built.
Almost every business decision has a tax consequence, and the cheapest place to fix it is before the documents are signed. We start by understanding what you are actually trying to do — raise money, add a partner, buy a competitor, take cash out, or eventually sell — and then we choose the structure that fits. Entity selection is rarely a one-time choice; an S election, a partnership, or a C corporation each carries a different pattern of basis, distributions, self-employment tax, and treatment on a future sale, and we walk through how each plays out over the years you intend to hold the business.
The same discipline applies to transactions already in motion. A reorganization, a contribution of property, or the way a buyout is papered can shift the tax result by a wide margin, and the difference usually comes down to choices made quietly in the structure. We model the federal and Tennessee consequences in advance so the number you expect is the number you get.
We handle formation, financings, and the purchase or sale of a business, along with the agreements that govern owners once the entity exists. The documents that matter most are the ones nobody reads until there is a fight: the operating or shareholder agreement, the buy-sell, the deadlock and exit provisions. We draft those for the disagreement that has not happened yet, because a clause written in calm is worth far more than one negotiated in a dispute. On a deal, we keep the legal paper and the tax treatment aligned, since a clean agreement that triggers an avoidable tax is not a good outcome.
Closely held value is hard to move without either tax friction or family friction, and often both. We build transfers — gifts, trusts, and buy-sell arrangements — on a timeline that respects the tax code and the people involved, so a founder can hand down a business on their own terms rather than under the pressure of a deadline or an estate-tax bill. The aim is continuity: the next generation receives a working business, not a liquidation forced to cover taxes.
When a position is questioned, you want the attorney who built it answering for it. We handle audits, appeals, and penalty matters at both the federal and state level, responding to notices on time and keeping each matter at the lowest level that will resolve it. Most controversies turn on preparation and a credible record assembled long before any hearing, and we manage the exchange so it stays factual and contained.
Most matters begin with a scoped consultation: we learn the facts, tell you candidly whether and how we can help, and define the work before any engagement starts. Where the work allows it, we quote a flat or capped fee so you are not watching a clock, and where a matter is genuinely open-ended we say so and explain how it will be billed. You deal with the principal throughout. There is no team of associates to bill against your file and no markup for layers of review you did not ask for.