Practice Groups
Tax
Tax issues fall into two categories: the ones you plan for, and the ones that find you.
Meliora’s Tax Practice Group is built to handle both. Whether you are facing an IRS or state-level audit, navigating a tax controversy, or proactively structuring your business, transactions, or estate to minimize tax exposure, our attorneys provide the practical, integrated guidance you need. Meliora’s team brings deep experience across federal, state and local taxation, advising business owners, executives, entrepreneurs and families on matters ranging from day-to-day compliance to audit defense and multi-generational wealth transfer.
Proactive tax planning is one of the most powerful tools available to business owners, executives, and families, yet it is often addressed too late or in isolation. Our attorneys work alongside you to structure transactions and business ventures advantageously, navigate complex tax obligations, and build long-term strategies that support your goals rather than complicate them.
At Meliora, our Tax Practice Group works closely with our Corporate, Real Estate, and Estate Planning attorneys to deliver integrated advice that accounts for all dimensions of your situation.
Tax Controversies & Audits
If you have received an IRS notice, been selected for an audit, or are facing a state or local tax assessment, experienced representation can make all the difference. Our attorneys guide clients from the moment they receive a notice through final resolution in all types of IRS audits, including correspondence audits, office audits, and field audits, from initial contact through final resolution.
Meliora’s Tax Practice Group has successfully secured no-change results across audit types, including in a Taxpayer Compliance Measurement Program audit, one of the IRS’s most comprehensive examination programs. At the state level, our team has a demonstrated record of successful outcomes, including favorable resolutions in New York residency audits and New York sales and use tax audits. Meliora provides the following services with respect to audits and tax controversy:
Responding to IRS notices, proposed adjustments, and deficiency notices, and pursuing IRS appeals when appropriate to avoid unnecessary tax liability.
Creating persuasive narratives based on the facts of your case to defend your various tax positions.
Defending against New York income tax audits, New York residency audits, New York sales and use tax audits, and employment tax audits.
Negotiating offers in compromise, installment agreements, and penalty abatement requests to resolve federal and state tax debts in a way that is manageable for you.
Litigating tax disputes when administrative resolution is not in your interest.
Business Tax Planning
Selecting the right business entity (corporation, limited liability company, partnership, or other structure) to minimize tax liability and align with your long-term business goals.
Structuring your business operations, ownership, and compensation to take advantage of available deductions, credits, and preferential tax rates.
Planning for multi-entity business structures, including holding companies, operating subsidiaries, and flow-through entities, to optimize tax efficiency across your enterprise.
Advising on the tax implications of business expansions, new product or service lines, and changes to ownership structure before they occur.
Identifying and implementing tax planning strategies specific to your industry, including capital-intensive businesses, professional service firms, and real estate operations.
M&A and Transactional Tax
Structuring a business sale or acquisition (whether as an asset deal, equity deal, or tax-free reorganization) to minimize the tax cost of the transaction for buyers and sellers alike.
Conducting tax due diligence on a target business to identify historic tax liabilities, risks, and planning opportunities.
Negotiating and drafting tax-related terms in purchase agreements to protect your position, whether you are buyer or seller, post-closing.
Planning for the tax consequences of earn-outs, deferred payments, installment sales, and other deal structures that create ongoing tax obligations after a transaction closes.
Advising on tax treatment of mergers, joint ventures, spinoffs, and other combinations.
Incentive Compensation Plans
Designing and implementing equity-based compensation plans to attract and retain key employees while managing tax exposure for both the company and the recipient.
Advising on the tax treatment of restricted stock units, profits interests, and other equity awards for employees and service providers at all stages of the business lifecycle.
Structuring nonqualified deferred compensation arrangements in compliance with Section 409A to avoid penalties and unexpected tax consequences.
Implementing phantom equity, synthetic equity, or cash-based incentive plans as an alternative to traditional equity compensation when you are concerned with ownership dilution.
Federal, State & Local Income Tax
Advising on multi-state tax obligations, including income tax nexus, apportionment, and compliance requirements arising from operations, employees, or sales in multiple states.
Navigating pass-through entity taxation, including S corporations, partnerships, and limited liability companies, and understanding how income, losses, and credits flow to owners.
Addressing residency, domicile, and source-of-income questions that affect your state income tax obligations, particularly in the context of relocation, remote work, or multi-state business activity.
Estate & Gift Tax
Developing a comprehensive estate plan designed to transfer wealth to the people and causes you care about in a tax-efficient way, including through wills, trusts, powers of attorney, and beneficiary designations.
Planning lifetime gifts and transfers to reduce your taxable estate while taking advantage of the annual gift tax exclusion, lifetime exemption, and other available strategies.
Structuring irrevocable trusts, grantor retained annuity trusts, spousal lifetime access trusts, and other advanced estate planning vehicles to transfer wealth with minimal transfer tax cost.
Planning for the succession of a closely held business, including valuation, buy-sell agreements, family limited partnerships, and installment sale structures.
Incorporating charitable giving strategies such as charitable remainder trusts, donor-advised funds, and direct bequests into your broader estate and tax plan.
Predictable options begin with a conversation.
Tell us what is in front of you. We will help you understand your options and what each one involves.