Winstead attorneys are at the forefront of advice, planning and advocacy for both taxation and benefits at the local, state, federal and international level. We have particularly broad experience in the energy, financial services, real estate and construction, sports, technology and tax-exempt industries. Through Winstead's integrated approach to business representation, our taxation and benefits attorneys regularly provide this knowledge and experience to the other practice groups of the firm and represent clients that range from wealthy individuals and private entrepreneurs to large multi-national public companies.

Although we most often handle taxation and benefits issues on a transactional basis, our focus on understanding client industries and our concern for the culture, history and objectives of our clients have fostered long term relationships as general counselors with many large companies, family-owned business, wealthy individuals and entrepreneurs.

This practice group provides the following range of services:

Taxation
Employee Benefits
Private Business

Taxation

Winstead's taxation attorneys provide innovative advice and creative solutions in planning and negotiating tax issues in business transactions and business structures that minimize tax costs and maximize tax benefits to clients. In tax controversy matters, Winstead's taxation attorneys are powerful and effective advocates.

Our areas of representation for clients in taxation matters include:

Real Estate Taxation

• Forward and Reverse Like Kind Exchange Transactions 
• Capital Gain Planning 
• Entity Formation and Planning 
• Transactions Among Owners 
• Acquisitions and Divestitures

Energy Taxation

• Intangible Drilling Costs 
• Depletion 
• Entity Formation and Planning 
• Acquisitions and Divestitures

Business Mergers and Acquisitions

• Tax-Free Acquisitive Reorganizations 
• Tax-Free Divisive Reorganizations 
• Structured Taxable Acquisitions and Divestitures 
• Financing and Financial Products 
• Net Operating Loss Limitations 
• Consolidated Return Rules and Limitations

Business Structuring

• Partnership Tax Planning 
• C Corporation Tax Planning 
• S Corporations Tax Planning 
• Disregarded Entities Planning

International Taxation

• Inbound Investment Transactions 
• Outbound Investment Transactions 
• Foreign Tax Treaties 
• Foreign Tax Credit 
• Cross-Border Transactions 
• Multi-National Entity Formation and Structures

State and Local Taxation

• Texas Margin Tax 
• Texas Sales and Use Tax 
• Ad Valorem and Property Taxes 
• Texas Severance Tax 
• State and Local Tax Exemptions 
• Texas Miscellaneous Taxes

Tax-Exempt Organizations

• Qualification Issues 
• State and Local Tax Exemptions
• Operational Restrictions 
• Prohibited Transactions 
• Transactions and Ventures with For-Profit Entities 
• Donation Structuring

Tax Controversy and Litigation

• Advice during IRS, State or Local Audits 
• Administrative Appeals Representation 
• Federal and State Court Litigation

Winstead taxation attorneys provide tax advice, planning and advocacy services in coordination with other practice groups of the firm to provide a comprehensive solution to client issues while supporting the client's long term business goals. In particular, Winstead taxation attorneys continually educate themselves on major tax and non-tax issues in client industries to provide proactive advice to our clients rather than just reacting to client issues as they arise. Winstead taxation attorneys are authors of various tax articles and regular speakers at seminar presentations on tax related topics.

Employee Benefits

Underlying employers’ benefit programs and compensation packages are concerns about tax obligations, regulatory compliance and talent attraction and retention.

To further our clients' objectives, Winstead's Employee Benefits practice team creates employee benefit programs that provide a strategic resource and new opportunity for our clients to retain and attract valued employees, directors and executives.

Our clients include international retailers, tax-exempt and government entities, aviation pioneers, Fortune 500 companies, health care institutions and physician groups, and public and private companies.

We partner with our clients to design and implement customized solutions to address their unique workforce issues. The Employee Benefits Practice team provides ongoing support and representation with respect to all aspects relating to the administration of existing employee benefit programs and the audit or review of such programs by regulatory agencies, including the Internal Revenue Service and the Department of Labor. In addition, our group works closely with the Corporate and Securities Practice Group to advise our clients on alternative practices for transitioning employee benefits programs following a transaction.

Our areas of representation for leading corporations and businesses in ERISA and benefits matters include:

Qualified Retirement Plans

• 401(k) Plans 
• Profit Sharing Plans 
• Money Purchase Pension Plans 
• Defined Benefit Plans 
• Employee Stock Ownership Plans (ESOPs)

Nonqualified Deferred Compensation and Equity Compensation Plans 

• Stock Options 
• Long-Term Equity and Non-Equity Incentive Plans 
• Restricted Stock 
• Stock Appreciation Rights, Phantom Stock and Restricted Stock Units 
• Severance Pay Plans 
• Bonus Plans 
• Employer and Employee Deferred Compensation Arrangements 
• Excess Benefit Plans 
• Supplemental Executive Retirement Plans

Welfare Plans and Fringe Benefit Programs

• Health and Welfare Plans 
• Cafeteria (Section 125) Plans 
• Wellness Programs 
• Consumer-Driven Health Plans

Regulation, Compliance and Audits

• Productive relationships with the Internal Revenue Service, the Department of Labor Employee Benefits Security Administration, Pension Benefit Guaranty Corporation and other government agencies.
• Representation on regulation and compliance issues and during audits.

Employee Benefits and ERISA Litigation

• In-depth substantive knowledge in full range of disputes. 
• Firmwide litigation and related labor and employment counsel for Winstead attorneys focused in these areas.

Strategic Benefits Counsel

Flexibility, clear communication and responsiveness form the core of our attorneys practice approach. In our decades of experience, we have found these skills to be effective in reducing the complexities that often define the constantly evolving field of employee benefits.

From the most intricate arrangements to day-to-day issues, our counsel adds value to employers seeking to leverage their benefit programs. We delve into our clients’ companies to protect their most valuable capital – that is, their employees – and to target specific issues relating to their benefit programs – such as increased participation, fiduciary responsibilities and regulatory compliance.

In transactional matters, we advise on employee benefits and Title I issues arising in the context of corporate transactions, including mergers and acquisitions, private placements, initial public offerings, spin-offs, corporate restructurings and financings.

Private Business

As the result of our focus on clients' culture, history and long term objectives, the depth of our experience in certain client industries and our proactive advice, a number of large companies, family-owned businesses and entrepreneurs have adopted attorneys in this practice group as trusted advisors. Clients regularly consult with such Winstead attorneys on a variety of business issues that draw on the attorney's general legal knowledge and general business experiences beyond taxation and benefits issues. In this role, these attorneys provide highly responsive consultation that guides the client into more efficient business transactions and, ultimately, more tailored and efficient legal services from Winstead and other service providers.