Tax Services

Whether you are starting a business, expanding into new markets, acquiring a company, planning for succession, or preparing for a future sale, tax considerations can have a meaningful impact on value, flexibility, and long-term outcomes. Messerli Kramer’s Tax Practice focuses on the tax issues that shape business transactions, ownership decisions, and long-term value creation. We work with founders, business owners, investors, and companies throughout the business lifecycle, helping them evaluate how tax considerations intersect with growth, acquisitions, ownership structures, succession, and eventual exits. Our approach begins with understanding the business itself: how it operates, how it is owned, where it is headed, and what matters most to the people behind it. From acquisitions and recapitalizations to professional-services platforms, ownership transitions, and succession planning, we help clients identify opportunities, anticipate tax consequences, manage risk, and structure decisions in a way that supports both immediate business objectives and longer-term goals.

Services

• Transaction Structuring: Tax considerations can materially affect both the structure and the economics of a transaction. We counsel buyers, sellers, founders, investors, and management teams on the tax aspects of mergers, acquisitions, divestitures, recapitalizations, ownership restructurings, and other strategic transactions. Our work extends from the early stages of a transaction through closing. We help clients compare potential structures, conduct tax diligence, identify and address tax risks, negotiate tax-related provisions in transaction documents, and evaluate how different approaches may affect purchase price, proceeds, future operations, and ownership. The goal is not simply to minimize taxes in isolation, but to develop a structure that makes sense in the context of the broader transaction.

• MSO, DSO & Professional-Services Platform Structuring: Professional-services businesses often present a distinct combination of tax, ownership, regulatory, and operational considerations. We advise professional-services organizations, investors, and operators on the formation, acquisition, capitalization, and growth of management services organizations (MSOs), dental service organizations (DSOs), and similar platform structures. Our experience includes ownership and governance arrangements, management-company structures, acquisition strategies, recapitalizations, and tax-efficient operating structures. We work with clients in healthcare, dental, accounting, engineering, and other professional-services industries to develop structures that support growth while accounting for the unique ownership and operational considerations that can arise in these businesses.

• Business Tax Planning & Structuring: The way a business is structured can affect everything from day-to-day operations to capital raising, acquisitions, distributions, and an eventual sale. We counsel closely held businesses, founders, private equity and other investors on entity selection, capitalization, ownership arrangements, and restructurings designed to support growth, operational flexibility, and long-term value. Rather than viewing tax planning as a one-time exercise, we help clients revisit their structures as their businesses evolve. A structure that worked at formation may not be the right structure when a company adds investors, expands geographically, completes acquisitions, or begins preparing for a liquidity event.

• Partnership & LLC Tax Planning: Partnerships and LLCs offer significant flexibility, but that flexibility also creates complexity. We advise businesses and their owners on allocations, distributions, basis planning, profits interests, capital accounts, ownership arrangements, and the tax provisions that affect governance and economics among owners. We also help clients think through how partnership and LLC tax rules interact with broader business objectives, particularly when admitting new owners, compensating key employees, restructuring ownership, making distributions, or preparing for a transaction.

• Qualified Small Business Stock (QSBS) / Section 1202 Planning: For qualifying founders, investors, and emerging-growth companies, Section 1202 can create significant tax advantages when Qualified Small Business Stock requirements are satisfied. Because eligibility often depends on decisions made years before an eventual sale, effective QSBS planning generally begins well before an exit is on the horizon. We advise clients on entity formation, capitalization, eligibility requirements, documentation, ownership considerations, and transaction planning involving QSBS. We also help clients evaluate how subsequent financings, restructurings, redemptions, acquisitions, and other business events may affect the availability of potential Section 1202 benefits.

• State & Local Tax (SALT): As businesses expand across state lines, state and local tax issues can become increasingly complex. Growth, remote employees, new customers, acquisitions, and changes in a company’s operations can all create tax obligations in jurisdictions where the business may not previously have had a meaningful presence. We advise clients on nexus, apportionment, sales and use tax matters, transaction-related state tax issues, and other SALT considerations arising from expansion, acquisitions, restructurings, and multi-state operations. We help businesses understand where exposure may exist and address those issues as part of broader operational and transaction planning.

• Business Succession & Ownership Transition Planning: For many owners, a business is both a significant financial asset and the product of years of work, relationships, and investment. Succession planning therefore involves more than determining who will own the company next. It requires consideration of taxes, valuation, governance, family or management dynamics, liquidity needs, and the long-term continuity of the business. We help owners develop tax-efficient succession and ownership-transition strategies that preserve value while supporting their broader personal and business objectives. Whether the anticipated transition involves a third-party sale, a transfer to family members, a management buyout, an employee or investor-led transaction, or a combination of approaches, we help clients evaluate their options and build a practical path forward. Because the most effective succession strategies often require time to implement, we also work with owners well before a transaction is imminent. Early planning can create more flexibility, provide additional structuring opportunities, and help ensure that tax considerations support rather than dictate the ultimate transition.

Representative Experience

• Advised founders and investors on entity and capitalization structures designed to maximize Qualified Small Business Stock (QSBS) opportunities.
• Structured acquisitions and dispositions involving stock, asset, and hybrid transaction models to achieve tax-efficient outcomes.
• Negotiated complex tax-related provisions in purchase and sale agreements, including indemnification obligations, tax allocations, tax covenants, post-closing tax audit control, and pre- and post-closing tax responsibilities.
• Guided buyers and sellers through transaction structuring, tax diligence, and post-closing tax matters.
• Advised management services organizations, dental service organizations, and other professional-services platforms regarding formation, ownership structures, acquisitions, and growth strategies.
• Structured ownership and operating models for professional-services platforms to support growth, investment, and long-term scalability.
• Guided multi-state businesses through nexus, apportionment, and sales and use tax issues arising from expansion, acquisitions, and operational growth.
• Restructured closely held businesses to simplify ownership, address legacy tax issues, and position companies for future financing, succession, or sale transactions.
• Advised founders and business owners on pre-transaction planning designed to maximize value and prepare businesses for future liquidity events.
• Advised family-owned businesses and business owners on tax-efficient ownership transition and succession strategies.

Industries & Clients Served

We advise businesses, founders, investors, and owners across a broad range of industries, including:

• Healthcare & Dental
• Professional Services
• Manufacturing & Distribution
• Technology & Emerging Growth Companies
• Government Contractors
• Family-Owned & Closely Held Businesses
• Private Equity Sponsors, Portfolio Companies & Investors

Whether you are growing a business, pursuing a transaction, navigating multi-state tax issues, planning for succession, or preparing for a future exit, Messerli Kramer’s Tax Practice provides practical, business-focused counsel designed to help you grow value, manage risk, and achieve your long-term objectives. Reach out to Mike Britten for more information about your own situation.

Professionals