Strategic Tax Planning for Complex Transactions
Effective tax planning provides the foundation for informed financial decisions and long-term stability. A well-structured plan can reduce liabilities, improve cash flow, and ensure compliance with complex federal and Texas tax rules. Thoughtful planning today helps preserve flexibility and value for the future.
At The Wilson Firm, our experienced tax planning lawyers evaluate how each transaction, including business reorganizations, asset sales, and estate transfers, affects overall tax exposure, guiding clients through strategic structures and timing considerations to achieve the most efficient outcomes.
Entity Selection, Formation & Structuring
LLC or LP? S or C corporation? Incorporate in Texas, Delaware, Nevada or Wyoming? There is no “one-size-fits-all” business entity. Each structure carries its own advantages, limitations, and implications for tax, liability, and management. Whether you’re forming a single company or developing a sophisticated structure with a holding company and multiple subsidiaries, we can help you design and implement the optimal framework. Our approach integrates asset protection, operational efficiency, and tax optimization to ensure your structure supports your strategic and financial objectives from the start.
Legal Guidance for Seamless Business Succession
A well-structured succession plan clarifies how ownership, control, and key roles transition over time, reducing disruption and preserving enterprise value.
For succession planning in family-owned business, consider:
- Governance documents
- Voting/non-voting recapitalizations
- Funding mechanisms that keep operations stable while treating stakeholders fairly
Careful analysis of buy-sell agreement tax implications and funding through insurance helps avoid unintended liabilities and supports a smooth handoff.
A business succession planning attorney can align legal instruments with tax strategy, including buy-sell agreements, trusts, and entity restructurings that address valuation, liquidity, and continuity.
Transactional and Contractual Legal Support for Businesses
Contracts shape tax outcomes. To prevent surprises and align deals with operational goals, consider:
- Mapping contract tax implications, including purchase price allocations, contingent payments, and with holding
- Information reporting
- Timing
- Addressing tax-sensitive provisions early, such as indemnities and reps scope, survival periods, indemnity caps and baskets, and responsibility for pre- and post-closing periods
- Defining audit and notice procedures, control of defense, coordination with advisors, and required elections
Working with a skilled tax attorney is essential to protect your position and ensure your contracts deliver the tax results you expect.
Strategic Counsel for Structuring Merger & Acquisitions Transactions
Early tax due diligence helps uncover issues that affect deal value, timing, and how risks are shared. Comparing asset and stock sale structures clarifies purchase price allocation, basis step-ups, and future depreciation.
Contracts should address tax terms tied to:
- Working capital
- Earnouts
- Shared liabilities
Clear indemnities and reps, covering scope, survival, caps, and control of defense, help prevent post-closing disputes. Coordinating with tax advisors early ensures that reporting, elections, and cash flows align with the structure you intended.
Income Tax Planning Services for Individuals and Businesses
Effective income tax planning focuses on three key areas:
- Managing basis
- Using losses strategically
- Timing income and deductions to improve cash flow.
Scenario modeling helps test how different tax treatments, such as capital vs. ordinary income, NIIT, §199A deductions, and NOL limitations, might apply before you act.
In transactional settings, it’s important to reflect tax responsibilities in the contract and confirm that indemnities and reps match the agreed split of liabilities. Coordinating early with a tax attorney ensures your reporting, elections, and cash flows follow the structure you intended, and helps you move forward with clarity and confidence.
Tailored State Tax Planning for Entity Structuring and Deals
Expanding across state lines can trigger new tax obligations that affect your overall tax obligations, including filing in the other states. In Texas, it is important to review franchise tax bases, combined reporting rules, and available credits or incentives that may reduce your liability.
Sales and use tax exposure can arise from:
- Services
- Software-as-a-service (SaaS)
- Drop shipments.
Keeping exemption certificates organized and up to date is essential. For cross-border contracts, tax responsibilities such as collection, remittance, and reporting should be clearly built into vendor and customer agreements. A skilled tax attorney can help you navigate these rules, structure your growth, and stay compliant across jurisdictions.
Tax Strategies for Real Estate Transactions
Effective planning ties entity choice, financing, and exit strategy to your long-term goals. Use depreciation and cost segregation to accelerate deductions, while preparing for potential recapture at sale.
For partnerships and joint ventures:
- Reflect allocations under §704(b)
- Use targeted capital mechanics
- Address prorations, transfer taxes, and reporting in contracts
A real estate tax attorney can help ensure your documents, filings, and cash flows align with your intended structure—reducing risk and preserving value.
1031 Like-Kind Exchange Planning
A like-kind exchange can defer capital gains tax if structured correctly. To preserve deferral, work with a 1031 exchange attorney to:
- Confirm eligibility and document under §1031 rules
- Coordinate with a qualified intermediary
- Plan replacement timelines, debt coverage, and boot minimization
- Ensure contracts reflect the tax terms needed for proper reporting and deferral
- Allocate the sales price between real property, depreciated property, and personal property included in the sale.
Legal guidance helps you avoid missteps and secure the tax benefits intended.
Why Choose The Wilson Firm?
At The Wilson Firm, we provide personalized, strategic representation tailored to each client’s needs. Whether you’re facing a tax dispute, or seeking proactive tax planning, transactional guidance, or estate planning, our attorneys work closely with you to understand the facts, assess the risks, and pursue the most favorable resolution possible.
We manage the legal complexities so you can focus on moving forward. From communications with tax authorities and building strong legal strategies, to structuring business transactions and planning for your family’s future, we are committed to protecting your rights, your interests, and your peace of mind at every stage.
Our experience spans both defensive and proactive planning ensuring that you are prepared and positioned for long-term success.
Contact us today to learn how our experience, discretion, and dedication can help you navigate even the most challenging legal matters with clarity and confidence.
Frequently Asked Questions
Nexus is a taxable connection to a state through physical presence or economic activity (e.g., revenue thresholds). It triggers filing, apportionment, and sales/use collection obligations, critical when expanding or selling across borders.
Identify replacement property within 45 days and close within 180 days while using a qualified intermediary. Matching value and debt helps avoid “boot,” which is generally taxable.
Clear governance, a funded buy-sell agreement, valuation methodology, and coordinated income/estate/gift planning. Document triggers (death, disability, retirement) and funding (insurance, notes) to avoid liquidity shocks and surprise taxes.
Reps and warranties, indemnities (scope, caps, survival), tax-sharing provisions, working-capital mechanics, and information-reporting/withholding terms. Align documents with the modeled structure to prevent post-closing exposure.
Asset sales can allow a buyer basis step-up and targeted liability selection; stock sales may preserve contracts and licenses but usually don’t create a step-up. Compare depreciation/amortization, gain character, and state taxes before choosing. Asset sales for sellers generally create both ordinary income and capital gain, based on the asset sold. Stock sales create capital gains, but generally, buyers should not pay the same for stock as for the assets.
