Tax

Benesch’s Tax Practice Group delivers practical, solutions-oriented tax advice that helps clients achieve favorable outcomes for a wide range of business activities and transactions, including mergers, acquisitions, sales and divestitures, entity structuring and restructurings, executive compensation, real estate and tax-exempt matters.

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Overview

We counsel private equity sponsors, public and private companies, real estate investors, entrepreneurs, emerging growth companies and tax-exempt organizations at every stage of the business lifecycle and across the full transactional spectrum.

Our Tax attorneys work in close collaboration with colleagues across the firm, including Corporate, Private Equity, Real Estate, Labor & Employment, Healthcare and Litigation, to deliver integrated, efficient counsel that maximizes value.

Core Focus Areas

We advise on structuring mergers, acquisitions, sales and divestitures to optimize tax efficiency and meet strategic business objectives. Our work includes both taxable and tax-free transactions, LBOs, recapitalizations, reorganizations and spin-offs.

We structure investment vehicles and provide tax counsel for private equity sponsors, independent sponsors and portfolio companies—supporting capital raises, acquisitions and equity incentives.

We counsel on all aspects of partnership and LLC taxation, including joint ventures, fund formation and partnership and LLC agreements. Our attorneys have deep experience with allocation mechanics, distributive shares and complex tiered structures.

We design and advise on management compensation structures tailored to business goals and investor expectations. Our work includes restricted stock, RSUs, profits interests, phantom equity, options, sale bonuses and management aggregators.

We provide tax guidance on real estate transactions and investments, including joint ventures, REITs, like-kind exchanges, Section 467 leases and distressed real estate strategies.

We represent nonprofit entities through formation, ongoing operations, restructuring and affiliations. We also assist for-profit businesses with charitable structuring and compliance.

Connected and Collaborative by Design

Our Tax Group works side-by-side with colleagues across the firm to ensure tax strategy is baked into every transaction and aligned with your broader business goals. We are business-minded, responsive and focused on outcomes.

Related Practices

Corporate
Healthcare
Human Capital Advisory
Labor & Employment
Litigation

High performance in practice

Counsel on 200+ M&A transactions

in recent years, with more than $10 billion in enterprise value

Outside counsel for tax incentive deals,

including economic development grant agreements, talent acquisition services agreements, property tax abatements and more, totaling $1 billion+ in investment and creating thousands of jobs

Structured investment vehicles

for numerous independent sponsors and private equity clients

Guided complex real estate tax structures,

including Section 467 leases, 1031 exchanges and distressed asset restructurings

Designed and implemented numerous equity compensation programs,

ranging from the straightforward to sophisticated, using RSUs, profits interests, phantom equity, options, management aggregators and more

Represented tax-exempt organizations

from formation through affiliations and restructuring


Practice Chair Richard Tracanna is recognized by Chambers USA

Guided complex real estate tax structures,

including Section 467 leases, 1031 exchanges and distressed asset restructurings

Designed and implemented numerous equity compensation programs,

ranging from the straightforward to sophisticated, using RSUs, profits interests, phantom equity, options, management aggregators and more