Tax Planning

» Transactional Tax Planning
» ERISA, Comp. & Benefits
» Gift & Estate Planning


Transactional Tax Planning


Business Transactions
LeSourd & Patten advises individuals and businesses regarding significant business transactions. The firm assists clients in selecting the appropriate ownership structure for their businesses and advises clients on how to minimize their tax liability. The firm also prepares contracts, such as buy-sell and employment agreements, which have a significant effect on tax consequences.

Business tax planning matters include:

  • Obtaining a favorable private letter ruling regarding a section 355 spin-off in connection with a section 368(a)(1)(D) reorganization.
  • Assisting a corporation in forming an Employee Stock Ownership Plan (ESOP) whereby the employees acquired 51% ownership of the corporation through tax-deductible payments from the corporation, and the selling shareholders indefinitely deferred recognition of taxable gain on the sale.
  • Drafting a comprehensive shareholder agreement which took into account the tax consequences of a buy-out by one of the shareholders.
  • Obtaining a favorable private letter ruling for a corporation which sought to minimize the tax effect of its distributions.
  • Transferee Liability
  • Alter ego Liability
  • Successor Liability

Real Property Transactions
LeSourd & Patten represents clients in all aspects of real property transactions. The firm’s attorneys assist clients in structuring and financing real property investments with special emphasis on tax planning.

Real property matters include:

  • Representing a European company in its acquisition of a large hotel and office building chain.
  • Assisting a client in forming a family real estate partnership established for the purchase, lease and sale of real properties.
  • Representing a client in the closing of a real estate transaction involving the tax-free exchange of real property interests.
  • Assisting clients in the formation and management of professional clinics and medical office buildings.

Exempt Organizations
LeSourd & Patten has expertise in the formation of nonprofit and tax-exempt organizations and charitable institutions, and in helping such organizations obtain and maintain tax-exempt status under federal and state law. The firm also represents exempt organizations with respect to tax assessments of unrelated business taxable income, revocation of exempt status proceedings, review of private foundation status, and asserted prohibited transactions.

Exempt organization matters include:

  • Obtaining tax-exempt status for a large religious foundation.
  • Settling a Tax Court case involving self-dealing with a private foundation for less than 5% of the excise tax and penalty asserted.
  • Advising a tax-exempt medical organization on tax-deductible gifts to the organization and on the management, rental, and sale of assets held by the organization.

State & Local Tax
LeSourd & Patten provides a wide variety of services relating to state and local taxes. The firm represents taxpayers in audits by the Washington Department of Revenue and in appeals. The firm also represents clients in the litigation of state tax matters.

State and local tax matters include:

  • Advising an out-of-state financial institution regarding Washington sales tax and business and occupation tax in connection with real property foreclosures.
  • Obtaining for a stock brokerage firm a Department of Revenue determination that saves the client $250,000 per year in business and occupation taxes.
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ERISA, Compensation & Benefits


 LeSourd & Patten provides a broad range of services to sponsors of tax-qualified retirement plans, profit-sharing plans, and fringe benefit programs. The firm represents sponsors in connection with both the original design of plans and the application for approval of plans by the Internal Revenue Service. In addition, the firm regularly prepares and submits private letter ruling requests and exemption applications to the Internal Revenue Service and the Department of Labor with respect to asserted prohibited transaction excise tax liability.

Further, the firm is able to assist with the preparation, implementation, and problem-solving matters that arise with non-qualified deferred compensation plans under Section 409A of the Internal Revenue Code.

Qualified plan matters include:

  • Achieving a settlement with no liability for tax or penalties for a multi-employer union plan charged with prohibited transactions totaling over $85,000,000 on which the tax, penalties and interest would have exceeded $20,000,000.
  • Designing and implementing a financial institution’s profit-sharing plan for its employees, and obtaining Internal Revenue Service approval for the bank’s Master Plans offered to its customers.
  • Designing and implementing pension and fringe benefit programs for a group of medical professionals.

Preparing IRC Section 409A-compliant non-qualified deferred compensation plans for owners and executives of business and professional companies.

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Gift & Estate Planning


 LeSourd & Patten has an active estate planning practice. We prepare or provide advice regarding simple wills with guardianship provisions, complex wills with trust provisions, generation-skipping transfers and charitable gifts. The firm’s practice also emphasizes estate planning outside of a client’s will, particularly minimizing estate taxes through lifetime giving programs, and dealing with retirement plans and Individual Retirement Accounts (IRAs).

Estate planning matters include:

  • Assisting clients in establishing a family gift program for annual giving with a view to minimizing federal gift, estate and income taxes.
  • Establishing irrevocable life insurance trusts as a means for clients to receive and administer life insurance proceeds, thus eliminating federal estate tax in the estate of both spouses.
  • Utilizing grantor retained annuity trusts (GRATS) to transfer property from one generation to the next while minimizing federal gift and estate taxes.
  • Coordinating the provisions of federal estate tax laws with the different estate tax laws and exemptions which apply in Washington State, via Wills and Trusts with differing marital deduction (QTIP) provisions.
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