Practice Areas

TAX, PENSION, EMPLOYEE BENEFITS AND EXECUTIVE COMPENSATION, ESTATE PLANNING, PROBATE AND TRUST ADMINISTRATION

Our Tax, Pension, Employee Benefits and Executive Compensation, Estate Planning, Probate and Trust Administration Section provides income tax, business and compensation planning for large and small businesses, and income tax and estate planning for individuals. Section attorneys continually deal with companies doing business in the Pacific Region, including the Commonwealth of the Northern Mariana Islands, Guam, Hawaii, and California. Our attorneys work regularly on multinational transactions and have extensive experience dealing with the interaction of international, federal, and local tax laws. The Section provides client service in a wide range of areas including the following:

TAX

Carlsmith Ball LLP advises businesses and individuals on the tax-efficient structuring of organizations and transactions, represents clients in tax controversies at all levels, and assists taxpayers seeking administrative rulings from federal and state tax authorities.

Business Structuring and Choice of Entity

• Structuring of business relationships, including selection of the most appropriate entity to best meet tax and business objectives
• Tax aspects of business workouts and separations

Real Estate Investment and Development

• Tax planning for real estate acquisitions, development and dispositions
• Negotiating and documenting complex real estate development partnerships and ventures
• Conveyance tax planning

Hawaii Taxes

• Planning and advice for business structuring to minimize Hawaii general excise and use taxes
• Assistance and advice to businesses and investors to qualify for significant tax incentives available in Hawaii for qualified high-technology businesses and their investors.
• Real property tax appeals
• Hawaii general excise and income tax audits and appeals
• Bulk sale reporting and Hawaii tax clearance requirements

Tax-Deferred Exchanges

• Plan for, structure, and document tax-deferred real property exchanges
• Plan for, structure, and document reinvestment of proceeds from involuntary conversions

Pacific Island Taxes

• Planning and advice regarding the Guam territorial income tax and gross receipts tax

International Tax Planning

• Represent inbound foreign investors and transferred employees on a wide range of U.S. income and wealth transfer tax matters, including the structuring of U.S. real estate and other U.S. business investments
• Advice regarding FIRPTA and other federal withholding tax matters

Tax Controversies

• Federal income and estate and gift tax appeals and litigation
• Real property and conveyance tax appeals
• Hawaii tax appeals

ESTATE PLANNING, PROBATE AND TRUST ADMINISTRATION

Carlsmith Ball LLP provides a wide range of estate planning services to its clientele world-wide. As a full service law firm, Carlsmith's estate planning attorneys provide the firm's individual clients with a wide array of legal services relating to inheritance and asset management during incapacity. The firm advises on matters including family business succession, wills and trusts, powers of attorney, advance health care directives, estate, gift and generation-skipping tax minimization strategies, probate and trust administration, conservatorships, guardianships, family limited partnerships, asset protection, charitable giving, including charitable trusts and private foundations, and litigation and dispute resolution in the probate, trust, conservatorship and guardianship context. The firm's estate planning clientele reflect the broad spectrum of the communities in which our attorneys practice law.

Estate Planning

Advise clients worldwide regarding wills, testamentary trusts, revocable living trusts, irrevocable trusts including life insurance trusts, grantor retained annuity and unitrusts, charitable lead and remainder trusts, family limited partnerships, private foundations, sophisticated international inheritance and/or estate tax minimization planning, qualified domestic trusts, special needs planning and trusts, estate, gift and generation-skipping tax minimization, asset protection planning, powers of attorney, and advance health care directives.

Probate Administration

Represent and advise personal representatives in connection with probate administration, including the submission of wills to probate, administration of intestate estates, appointment of personal representatives, identification of assets and debts, the preparation of estate inventories, notifying creditors and assessing, handling, and, where appropriate, denying creditors' claims, partial distributions, accountings and estate termination and final distributions.

Trust Administration

Represent and advise trustees in connection with trust administration, including the appointment of successor trustees, identification of assets and debts, notifying creditors and assessing, handling, and, where appropriate, denying creditors' claims, partial distributions, accountings and trust termination and final distributions.

Conservatorships and Guardianships

Represent and advise clients regarding in connection with the establishment and administration of conservatorships and guardianships of incapacitated persons and minors, including in connection with court settlements, asset investment issues, distributions, accountings and termination.

Litigation

Represent and advise both fiduciaries (personal representatives, trustees, conservators, guardians) and beneficiaries in connection with proper probate, trust, conservatorship, and guardianship administration, including with respect to a fiduciary's duties (including the duties of loyalty, to furnish information, to keep and render accounts, of impartiality, and to exercise reasonable skill and care), the prosecution and defense of breach of fiduciary duty claims, and in connection with the resolution and settlement of probate, trust, conservatorship and guardianship disputes.

NONPROFIT CORPORATIONS AND CHARITABLE TRUSTS

Carlsmith Ball LLP represents a number of nonprofit corporations and charitable trusts. Both as an aspect of our estate planning practice and as part of our corporate practice, we are experienced in advising clients about the creation, management and operation of tax-exempt entities.

Creating Nonprofit Entities

• Advise clients on the creation of charitable trusts and foundations as part of its estate planning practice to minimize estate tax. Our advice includes discussions about the proper form of entity to meet the client's needs and desires.
• Our lawyers also assist clients who wish to create nonprofit organizations of all types, whether charitable organizations, social welfare organizations, business leagues or other types of tax-exempt entities.

State and Federal Nonprofit Qualification

Assist clients in obtaining federal and state tax-exempt status and applying for necessary licenses and permits. We are experienced at obtaining the appropriate tax-exempt status for entities not only in California and Hawaii, but in the Territory of Guam as well.

Management of Nonprofit Entities

Assist clients in the basic issues of the ongoing administration of the nonprofit entities they operate. This includes advice to private foundation directors on issues relating to minimum distribution requirements, self-dealing transactions and other concerns they may have. We have experience in merging tax-exempt entities and reorganizing them to be better suited to their operations. General corporate advice on state law issues is also part of our services.

PENSION, EMPLOYEE BENEFITS AND EXECUTIVE COMPENSATION

Carlsmith Ball LLP offers comprehensive advice regarding tax-qualified retirement plans, welfare benefit plans, fiduciary duties and prohibited transactions relating to plan administration and investments, multiemployer plans and withdrawal liability, equity and cash bonus plans, and other executive compensation plans. The Firm provides counsel on employee benefit and executive compensation matters for closely held organizations, public corporations, government entities, and profit and nonprofit organizations.

Pension

• Establishing Plans. Advise on the design, implementation, administration, and compliance of qualified retirement plans which are governed by the Employee Retirement Income Security Act of 1974 ("ERISA") and the tax laws, including profit sharing, 401(k), money purchase, defined benefit, target benefit, cross-tested, age-weighted, cash balance, ESOPs, and other plans.
• Administration and Compliance. Draft plan documents and monitor and maintain tax-qualified status of plans through submission to the IRS. Work closely with clients and their accountants, actuaries, and third-party administrators regarding the proper administration of their plans. Advise on plan operations, including plan amendments, interpretation, participant loans, qualified domestic relations orders ("QDROs"), and the method and tax treatment of benefit payments, and plan terminations. Advise on benefit claims and benefits-related litigation.
• Defined Benefit Plans. Advise on establishing defined benefit plans as a means of maximizing deductible contributions and retirement savings for executives and professionals. Formulate solutions for underfunded pension plans faced with excise taxes for minimum funding deficiencies and for overfunded pension plans faced with excise taxes for reversions of excess assets. Advise on termination of plans in compliance with Pension Benefit Guaranty Corporation ("PBGC") requirements.
• 401(k) Plans. Advise on cost-effective operation of 401(k) plans through matching incentive formulas, safe harbor matching or nonelective contributions, and coordination with cross-tested discretionary contributions formulas which allow for maximum benefits to executives and professionals. Amendment of plans to include varied features to 401(k) plans, including Roth 401(k) contributions.
• ESOPs. Advise on the tax and fiduciary issues surrounding the a plan's investment in employer securities. Structure and implement leveraged ESOP transactions for meeting business succession and estate planning goals.
• Fiduciary Responsibilities. Advise employers, trustees, plan committees, and plan service providers regarding fiduciary duty and prohibited transaction rules in connection with the administration and investment of plan assets. Obtain private letter rulings, opinion letters, closing agreements, voluntary correction compliance agreements with Internal Revenue Service and Department of Labor.
• Benefit Plans for Tax-Exempt Organizations. Advise on Section 457, Section 403(b), and other specialized compensation arrangements and special tax law provisions that apply to plans of exempt organizations.

Welfare Benefit Plans

Counsel employers on welfare plans, including cafeteria plans, medical plans, VEBAs, post-retirement coverage

Employee Benefits in Mergers and Acquisitions

Assist clients with the treatment of qualified retirement plans, welfare plans, and executive compensation plans in connection with business transactions, including mergers and acquisitions, spin-offs, and change-in-control.

Executive Compensation

• Stock Compensation Plans. Advise on the formulation, implementation, and administration of stock options, stock appreciation rights, restricted stock, restricted stock units, phantom stock, and other stock-based compensation. These vehicles may be provided under executive employment contracts, executive compensation plans, or broad-based plans.
• Nonqualified Deferred Compensation. Advise on nonqualified salary-reduction and nonelective deferred compensation arrangements for top-hat employees and the funding of such arrangements through rabbi trusts and other vehicles. Advise on coordinating qualified retirement plans with excess benefit plan and supplemental executive retirement plans. Advise on golden parachute agreements and Section 162(m) performance-based compensation.