Startups
Mergers, Acquisitions, and Reorganizations
We work closely with buyers and sellers on the structuring and negotiation of transactions involving high-growth, middle market, and small businesses. We provide nuanced guidance to maximize tax efficiency and economic gain in transactions ranging from a few hundred thousand dollars to multi-billion public company deals. The majority of transactions fall in the mid-market range, where we can add key value without Big-Law rates.
Business Lifecycle: Entity Choice to Exit
We get particular satisfaction from representing companies through their entire lifecycle. We are brought in early to advise on initial corporate structure and choice of entity. We counsel companies through growth, helping them execute funding rounds adeptly and protect their value. When it comes time for an exit, we collaborate with founders and executives to structure the sale and transition of ownership to protect the companies’ interests, provide a return to shareholders and essential personnel, and minimize tax burden.
Corporate Governance and Operations
We have been corporate counsel, executives, and cofounders. As a company evolves, we can handle the legal complexities to maximize business value, such as:
– corporate governance;
– personnel matters;
– compensation and incentive planning;
– corporate policies and investigations;
– commercial transactions.
Lawyers are notorious for being roadblocks. Our only goal is to help you achieve the business goal, balancing risk with the need for expediency.
Investors
Private Investment Funds
Our team has deep expertise working with sponsors (GP) and investors (LP) in private equity, real estate, and hedge funds. We bring an eye for the subtleties of the economics and tax implications of a fund. We’ve worked on structured feeder funds, co-investment vehicles, and special purpose vehicles. We can advise regarding structuring carried interest, the promote, and incentive allocation. We can also address tax issues faced by non-U.S. investors and tax-exempt investors.
Portfolio Investments
The acquisition or disposition of a portfolio investment is where our expertise with private-sector investments and mergers and acquisitions intersect. We understand that in any acquisition or disposition of a portfolio investment, it is essential to understand the requirements, structure, and needs of both buyer and seller, particularly when one or both is a pooled investment vehicle.
Cryptocurrency and DeFi
These sectors are constantly evolving and pushing legal boundaries. We have worked with cryptocurrency since its inception and have provided tax and legal analyses for a variety of platforms and products. Where questions fall outside our wheelhouse, we collaborate directly with attorneys who specialize in this sector (for example, advising on public securities laws and the SEC).
Boutique Tax Expertise
Big Law experience and expertise. Boutique rates.
We provide tax support to corporate law firms, accounting firms, investment banks and management companies – and we work directly with companies and investment funds.
We serve as “external” in-house tax counsel to clients across industries, allowing clients to benefit from (and offer) top-tier tax expertise that would otherwise be inaccessible.
From choice of entity and capitalization to restructurings and liquidations – we counsel clients on tax structuring and optimizing tax efficiency throughout a company’s life cycle. From our initial consultation, our advice is tailored to your facts (and most importantly, your goals).
It’s vital (for both buyers and sellers) to structure deals in a manner that maximizes economic return and value. Tax is an essential piece of structuring and the analysis of the deal. We analyze, review and advise with respect to tax-free and taxable deals, management rollovers, midstream liquidity events, taxable stock and asset purchases, and consolidations and liquidations. We take into account the tax status of the parties to the deal (C corporation? S corporation? LLC?) as well as any potential special tax benefits that could apply (like qualified small business stock). We partner with law firms and other clients from the LOI all the way to post-closing transition matters.
We have broad expertise across the spectrum of private investment funds. Whether you want to set up a coinvestment or small “family and friends” fund, a full-fledged venture capital, real estate, or private investment fund, we can optimize your structure and advise on market terms and what investors are seeking in today’s market.
Partnerships (and LLCs taxed as partnerships) offer a number of benefits: flexibility, flow-through taxation, and the possibility for extremely tax-efficient equity incentive compensation. Maximizing these benefits requires expertise in partnership taxation, and the ability to understand not only the mechanics of distribution waterfalls but also the complexities of partnership allocations (as well as other tax provisions). We work with existing partnerships and LLCs to update their operating agreements, admit new partners and share carried interest, and navigate complex transactions. For new ventures, we help determine if a partnership or LLC is the right choice, and if so, we can draft agreements as simple – or complex – as the facts require.
Plus, more expertise in our partner network:
Let’s Work Together!
Our firm is Based in Boston, MA, and supports Business nationwide.
Email us at info@touchstonestrategiclaw.com or fill out the form to get started. We look forward to working with you!
Let’s Work Together!
Our firm is Based in Boston, MA, and supports Business nationwide.
Email us at info@touchstonestrategiclaw.com or fill out the form to get started. We look forward to working with you!
Social Ventures
Social-Benefit and Nonprofit Entity Choice
Incorporating a mission-driven enterprise requires understanding the implications of being a nonprofit, a social benefit corporation, or a traditional for-profit entity. We have helped many social entrepreneurs setup their ventures and have founded some ourselves. We’ve witnessed (and experienced) how different options play out and can advise on the wisest path.
Aligning Vision with Corporate Structure
Typical businesses align around profit and are accountable to shareholders. Your venture may combine profit motive with a social mission or be entirely mission-driven. Accountability to a mission can be complex and amorphous. So we help mission-driven enterprises align themselves structurally with their mission in ways that are not explained in the typical corporate playbook.
Mission-fidelity and Growth
So you’re seeing progress toward your mission and so are the people watching you. You are growing significantly, or you want to raise money to reach that next stage. It’s not easy to foresee all the implications on your mission and your financial future, including the tax implications. We help mission-driven ventures grow responsibly, balancing business interests with fidelity to the mission.