Tax
Strategic Tax Counsel That Drives Deal Value and Business Outcomes
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. 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 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.
Practice Highlights
- Counsel on 200+ M&A transactions in recent years, with more than $10 billion in enterprise value
- 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
- Half of our tax attorneys are ranked in Best Lawyers in America® 2025
- Practice Chair Richard Tracanna is recognized by Chambers USA
Core Focus Areas
M&A and Transactional Tax Planning
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.
Private Equity & Investment Structures
We structure investment vehicles and provide tax counsel for private equity sponsors, independent sponsors and portfolio companies—supporting capital raises, acquisitions and equity incentives.
Partnerships and LLCs
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.
Equity-Based Compensation
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.
Real Estate Taxation
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.
Tax-Exempt Organizations
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.
