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Practice
Summary
LATSHA DAVIS YOHE & MCKENNA, P.C.
represents business owners on a variety of organizational and
operational issues involving advice on the formation,
organization, and restructuring of sole proprietors, partnerships,
limited liability companies, and corporations; assistance with
internal procedures and processes; assistance with merger,
acquisition, sale, liquidation, and dissolution of business
entities; review of contractual arrangements; assistance with
franchising issues; review of financing transactions; preparation
and implementation of business owner agreements; advice on
intellectual property issues (copyright and trademarks); advice on
software and related technology agreements; advice on operational
matters; and assistance with corporate governance issues.
Federal and State Taxation
Tax considerations are important
in every business or personal transaction. We counsel our clients
with the objective of minimizing their tax burden while maximizing
their potential to fulfill strategic goals. Our tax practice
includes analysis of issues relating to individual, general
corporate, partnership, and non-profit tax matters (including
advice on avoiding intermediate sanctions); advice concerning
organization, reorganization, merger, acquisition, and
disposition; review and establishment of qualified and
non-qualified employee benefit plans; administrative matters
before the Internal Revenue Service and Pennsylvania Department of
Revenue; and qualification and maintenance of an organization’s
tax-exempt status.
We have addressed a multitude of tax issues related to the
acquisition or sale of business entities, both non-profit and
for-profit. We have handled mergers, acquisitions, refinancing and
restructuring of a plethora of business entities. We also
recognize the importance of tax planning to a traditional
non-profit provider’s mission. We work with our non-profit clients
in obtaining exemptions from federal income tax and state sales
and use tax. We have developed compliance guidelines to assist our
non-profit clients in preserving their tax exemptions. Our clients
have ranged from large, publicly-traded companies to smaller,
closely-held companies.
Financing
We assist our clients in
conventional and tax-exempt financing transactions. We have been
involved in revolving credit facility agreements, public debt
offerings, and letter of credit transactions. We can act as bond
counsel for bank-qualified tax-exempt loans. We provide counsel to
our clients in structuring creative financing options to fund
expansion, acquisition, and other development projects.
Real Estate
We provide services for
commercial real estate transactions on behalf of our clients,
including acquisitions, leasing, financing, and development. We
are a title insurance agent for Commonwealth Land Title Insurance
Company. We are experienced with negotiations of architect and
construction agreements and land use issues.
We have assisted our clients in the acquisition of real estate for
project development, have addressed numerous land use issues and
have been involved in obtaining zoning and other approvals for
project development. We are aware of the financing and related
challenges of a new project and have worked to develop creative
ways to ensure project development. We have structured long-term
leases and REIT financing and have worked with providers to
develop ways to meet financing challenges for projects. We have
participated in reviewing construction contracts and have assisted
our clients in structuring relationships with contractors and
architects as part of our clients’ development projects.
Real Estate Tax
and Sales Tax Exemption
We have extensive experience in
representing non-profit, charitable providers in challenges to the
assessment of real estate taxes. We have negotiated settlements
and litigated cases throughout the Commonwealth both prior to and
following the passage of the Institutions of Purely Public
Charities Act (Act 55). We bring to the table practical knowledge
focused on the political aspects of a tax appeal, and the ability
to aggressively litigate where an amicable resolution is
impossible. We also have assisted providers in obtaining
reductions in assessments where tax exemption no longer seems
possible under the circumstances.
Act 55 created a uniform test to determine whether an organization
qualifies as a purely public charity, exempt from real estate and
sales and use taxation. Under Act 55, institutions receiving
grants of sales tax exemption may be entitled to a rebuttable
presumption of entitlement to real estate taxation. Our attorneys
understand the interrelationship between sales tax exemption and
real estate tax exemption, and have guided numerous providers
through the sales tax exemption process.
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