Areas of Practice

• Design of “flow-through” entity structures (LLCs, LPs) eligible for preferential, long-term capital gains treatment (currently at 0%-15%-20%) when liquidating their portfolio of capital assets, and suitable as vehicles to utilize losses effectively (i.e., during “start-up” phase).

• Partnership taxation and “special allocation” drafting (including under new IRS Notice 2015-54, on implementing regs. under Section 721(c).

• Design and implementation of family limited partnerships (FLPs) to act as partners of revocable or irrevocable trusts.

• IRC Section 1503(d) “Dual Consolidated Loss” (DCLs) prevention and NOLs “monetization” planning and “bootstrap” acquisitions.

• Drafting of buy-sell agreements and operating agreements among members.

• Entity formation and contract drafting and review, and assists in all aspects of business formation, management and operations, with an emphasis on tax efficiency (i.e., “check-the-box” planning, drafting allocations in operating agreements, buy-sell agreements), inbound/outbound, “foreign-to-foreign” international tax planning.
  
  
• Legal counseling in the areas of real estate partnership acquisitions, mergers of corporate subsidiaries into LLCs in a tax-free manner, pre-acquisition due diligence review, corporate reorganizations under IRC Section 368, asset and stock acquisitions, and a variety of business-related matters such as entity planning, corporate finance, and structures partnerships for private equity and venture capital investments.
  
  
• Drafting and submission of Private Letter Rulings (PLRs) before the IRS, including as to late Section 754 relief for partnerships, and Competent Authority Treaty Discretionary Relief.

• Preparation and design of Private Placement Memoranda (PPM) under Regulation “D” or “S” of the Securities Exchange Act of 1933; structuring of tax design for foreign investors in U.S. real estate via leveraged offshore entities and treaty planning-based and tax-efficient holding structures.
  
  
• Representation of start-up and global middle-market, private issuers, funds, developers and investors in the full range of private offerings of U.S. and/or UK-based securities, from the design of acquisition financing strategies though the implementation of several capital offering “tranches”, extending to the structuring of internationally syndicated debt and equity offerings involving foreign real estate investors.
  
  
• Ongoing compliance advice in connection with private offerings and PPMs issued under Regulation “D” of the Securities Exchange Act of 1933; drafting of Subscription Agreements and ancillary offering documentation.
  
  
• Representation of life Sciences, Biotech, Technology, start-up and emerging growth firms; frequent exposure to private equity structuring, assisting both issuers and investors through the complex regulatory framework of Regulation “D” of the Securities Act of 1933, the State of Florida “blue sky” laws compliance, the anti-fraud provisions of the Securities Exchange Act of 1934, the intricacies of avoiding the regulatory traps of the Investment Act of 1940, and the Adviser’s Act of 1940, as well as ensuring that real estate funds and venture capital firms operate as REOC or VCOC, so as to attract investment by ERISA partners (no ERISA practice, however).

• Drafting of revocable and irrevocable domestic or offshore trusts.
  
  
• Drafting of revocable living trusts for probate-avoidance purposes.
  
  
• Drafting of “pour-over” wills.
  
  
• Drafting of “durable powers of attorney”.
  
  
• Health care surrogate designations and living wills.
  
  
• Design, structuring and planning with QDOTs, QTIPs, ILITs, GRUTs, GRATs, IDGTs and sales to IDGT structure.

• Implementation of tools such as revocable and irrevocable, domestic or offshore, living trusts, QPRTs, QDOTs, IDGTs, “pour-over” wills, durable powers of attorney, health care surrogate designations and living wills, geared to preserve the client’s assets, plan for incapacity and to avoid unnecessary cost and delay of multijurisdictional probate processes.

In the area of international business law, Mr. Grisales-Racini provides its clients with assistance in the review of international contracts such as franchise agreements, stock and assets purchase and sale agreements, and overall counseling services, which provide clients with a deeper understanding of the relevance of country, regional and global law to international business decision-making. Specifically, the firm provides legal counseling in the following areas:

• Stock and/or asset acquisition, planning and compliance, including analysis of tax aspects of each transactional solution.
  
  
• International corporate mergers and tax-free reorganizations, Type D reorgs., Section 356(a) “boot within gain” planning.
  
  
• Due diligence review of both domestic and international transactions.
  
  
• Cross-border asset and stock acquisitions, Dover-based CTB planning.
  
  
• Advice in connection with a variety of business-related matters such as entity planning and corporate finance structuring.
  
  
• Spanish ETVE (Spanish Holding Companies), Marshall Island company formation and re-domiciliation of foreign entities.
  
  
• UK, Irish entity planning, EU companies limited by shares, companies limited by guarantee not authorized to issue shares, companies limited by guarantee authorized to issue shares, unlimited companies authorized to issue shares, unlimited companies not authorized to issue shares, restricted purposes companies, and segregated portfolio companies (SPCs).
  
  
• Where appropriate, Dutch Holding Companies (i.e., N.V. (Naamloze Vennootschap), B.V. (Besloten Vennootschap) and C.V. (Commanditaire Vennootschap), and Dutch STAKs, and Luxembourg Société à responsabilité limitée, TPECs, CPECs “hybrid instruments” (subject to BEPS); Switzerland GmbH (Gesellschaft mit beschränkter Haftung); Finance Branches (subject to new 2016 U.S. Model Tax Treaty changes and domestic amendments).

• Overall design of family office either via a Dedicated single-family office (SFO), or join a multi-family office (MFO) approach.
• Specific Family Office design including design, coordination with appropriate professionals and structuring and drafting legal documentation covering the following (or similar and/or additional) aspects:

Investment Strategy Policy

– Investment Objectives;

– Asset Allocation;

– Investment Vehicles;

– Choosing Investment managers;

– Recommendations for oversight of asset managers;

– Recommendations for custody of assets.

Financial and Tax Planning

– Design and recommendation of tax-efficient retirement planning (as relevant for non-resident aliens); 

– Tax recommendations as to use of leverage to optimize U.S. federal income tax benefits;

– Recommendation of implementation of financial analysis protocol;

– Coordination of tax returns and planning, at the individual and/or family level;

– Coordination of income and cash flow policy with relevant professionals.

Family Succession and Estate Planning

– Desing of formal memorialization of family objectives via “family planning policy statement”;

– Desing of formal memorialization of family financial and distribution requirements, via “investment policy statement”;

– Design of estate planning global strategies;

– Design of estate planning structures.

Trustee Design and Recommendations

– Recommendation for trustee and fiduciary services;

– Analysis of pros/cons of “family private trust company” (PTC);

– Overall design of PTC, governance and ancillary operational requirements;

– Recommendations regarding foreign trusts, including “decantation”, foundations and similar family planning vehicles;

-Global estate administration recommendations.

Philanthropy Design

– Memorialization and tax-related advice regarding charitable objectives;

– Recommendations for trustee implementation and compliance aspects of charitable objectives;

– Design recommendations for trust and/or foundations to implement charitable design;

– Overall compliance and “best practices” recommendations.

Risk Management Policy Design

– Coordination with relevant professionals to implement investment and financial risk firewalls;

– Coordination with relevant professionals to implement personal security firewall via insurance and related products;

– Coordination with relevant professionals to implement personal reputation and media risk policies.

Family Governance and Lifestyle

– Family vision and values policy design;

– Family office design including assembly, bylaws and council;

– Periodic monitoring of governance aspects of family office to ensure compliance;

– Family education design and recommendations.

The firm has developed an international practice in the areas of integrated asset protection and estate planning, targeted for both domestic and international individuals. In the context of an increasingly litigious society, the firm understands the value of preserving clients’ assets by utilizing legally sanctioned strategies and protective vehicles against predatory creditors. Accordingly, the firm provides the following services;

• Domestic and foreign asset protection and estate planning trusts in jurisdictions such as Delaware, Cyprus, Norway, Cayman Islands, and the British Virgin Islands, inter alia.
  
  
• Family limited partnerships (FLPs) and limited liability companies (including “series” limited liability companies) organized under the laws of favorable jurisdictions such as the State of Delaware, Cayman Islands, British Virgin Islands and similar jurisdictions.
  
  
• Intentionally defective grantor trusts (IDGTs), all of the above as part of an integrated estate and tax planning approach.

• Energy tax credit transactions, including Section 45, Section 48, Section 48A, Section 48C and various renewable fuels tax credit transactions.
• Energy Tax Credits transactions from due diligence through audits of transactions. Development and financing of, and investment in, projects involving Section 48 investment tax credits for solar projects.
• Representing multiple clients in Section 48 solar transactions, including the structuring of commercial arrangements for the operation of facilities at host sites, and the structuring of sale-leaseback transactions of solar facilities, “partnership flips” and “invested leases”.
• Preparing and advising responses to requests for offers, performing due diligence regarding the facilities and sites, creating and analyzing various structures for the sale-leaseback of facilities and commercial arrangements for the facilities.
• Coordination of all aspects of the interplay between IRC Section 704(b) “capital account” regulations and the Section 48 ITC, Section 168(k) “bonus” and MARCS depreciation, Section 50 basis reduction and recapture issues, monetization of tax credits under the 2022 IRA and coordination with sponsors and investors to mitigate impact of Sections 465, 469 and Section 704(d).

• Tax analysis and opinions on the issue of whether cryptocurrencies like bitcoin are treated as “property” per IRS Notice 2014-21.
  
  
• Tax opinions on whether taxable events, disposing and earning cryptocurrency result in taxable events.
  
  
• Tax technical advice on common cryptocurrency-related taxable events, which include selling cryptocurrency for fiat currency (i.e., USD, CAD, EUR, JPY, etc.).
  
  
• Trading cryptocurrency for another cryptocurrency (e.g., BTC for ETH, does not require cashing out to USD to be taxable).
  
  
• Using cryptocurrency to buy a good or service.
  
  
• Earning cryptocurrency as wages, mining income, staking income, or interest income.
  
  
• Receiving cryptocurrency as a result of a hard fork or an airdrop.
  
  
• Tax analysis as to whether resulting gain/loss may be either capital or ordinary income, depending on the facts and circumstances of each case. For example, a cryptocurrency investor trading cryptocurrency would incur capital gains/losses. A cryptocurrency miner would report ordinary income equivalent to the fair market value of the coins “mined”.