Contact: Thomas Humphreys
Morrison & Foerster provides expert advice and counsel to both U.S. and non-U.S. corporations regarding all aspects of U.S.
taxation, including corporate transactions, mergers and acquisitions, U.S. taxation of multinational corporations, partnership
taxation, real estate taxation, financial transactions and the federal tax issues faced by specialized entities.
In addition, the firm represents clients in tax audit and dispute resolution proceedings regarding all types of federal taxes
before the Internal Revenue Service, the Tax Court, the Claims Court, and other federal trial and appellate courts. The firm’s
tax attorneys regularly work with clients to develop audit strategies prior to the filing of a tax return for the relevant
tax year, but also represent clients after an audit has been completed. The firm has had significant success negotiating favorable
settlements with the IRS on behalf of clients, but when negotiations have failed, the firm has also tried substantial cases
on behalf of clients in all of the tax forums and appellate courts.
The firm’s tax attorneys also are expert in the special tax considerations that apply to U.S. persons holding interests in
foreign entities, including the rules applicable to controlled foreign corporations, passive foreign investment companies
and foreign personal holding companies.
Morrison & Foerster regularly assists clients in developing and implementing tax strategies for agreements relating to the
cross-border sales of tangible and intangible property, and in the sale, licensing and development of intangible property.
The firm has significant experience advising foreign-based corporations and investors regarding inbound investments in the
U.S.
Representative Matters
Advised PC Mall, Inc., a NASDAQ-listed company in tax planning for the initial public offering and subsequent spin-off of
its subsidiary, e-Cost.com, Inc.
Advised a variety of public REITs, including United Dominion Realty Trust, Essex Property Trust and Glenborough Realty Trust
in connection with public offerings, REIT compliance, like-kind exchanges, property contributions and mergers and acquisitions
analysis; represented Friedman Billings as lead underwriter in connection with public offerings by Anworth Mortgage Asset
Corporation and Novastar Financial, and A.G. Edwards, lead underwriter in connection public offerings by Eastgroup Properties.
As general tax counsel to Wells Fargo Funds, provide tax structuring and advice regarding the combination of Wells Fargo Funds
and Strong Funds, involving all of the Strong Funds and a multitude of Wells Fargo Funds with net asset values of billions
of dollars.
Represented a leading Japanese private equity firm in the formation of its $415 million buyout fund.
Partners from several offices, including those in our appellate and litigation practice groups, successfully reversed the
Tax Court’s opinion in the Eleventh Circuit involving a major transportation company. Thereafter, our tax partners successfully
negotiated a global settlement of the issue in mediation proceedings. This case is a landmark, and frequently cited, victory
for taxpayers challenging the Service’s use of economic and sham transaction arguments.
