Federal Tax

Robinson+Cole's tax lawyers have extensive experience in successfully assisting our clients in connection with the tax aspects of mergers, asset and stock sales and acquisitions, tender offers, recapitalizations, divestitures, spin-offs, and leveraged buyouts involving multinational corporations, partnerships, S corporations, and other legal entities. Our experience also includes public mergers and the related SEC disclosure issues, public-private transactions, and private transactions involving a variety of complicated U.S. federal, state, local, and foreign tax considerations. Our tax lawyers get involved at the inception of the transaction to ensure that it is structured in the most tax efficient manner for all parties involved, taking into account tax and nontax concerns.

Robinson+Cole's Tax Group has been recognized as a Tier One law firm in Tax Law in Hartford, Connecticut by U.S. News and World Report Best Law Firms since 2010. The Tax Group has also earned rankings in Tax Litigation in Hartford since 2011, earning a Tier Two ranking in 2016.

We regularly provide strategic planning advice and represent our clients in connection with the following types of matters:

  • partnership tax issues (including for limited liability companies), such as structuring joint ventures (cross border and domestic), mergers and acquisitions,and structuring compensatory arrangements involving partnerships and limited liability companies.
  • inbound and outbound investment and expansion, international joint ventures, and work with tax treaties and withholding rules
  • public and private offerings of various types of debt and equity instruments, including convertible and exchangeable securities, stock and debt offerings with warrants or other securities, and preferred securities.
  • merger and acquisition transactions, including opinions regarding reorganizations and spin-off transactions and advice regarding post-transaction separation of functions and tax sharing agreements
  • capital market and derivative investments, including debt financing, structured finance, securities lending and repos
  • buyouts of assets and distressed companies in the bankruptcy context, and unique tax planning concerns involving S corporations and closely held businesses
  • structuring of nonregulated investment vehicles for tax-sensitive investors, such as tax exempt organizations and foreign persons
  • private equity transactions, including leveraged and management buy-outs
  • debt-equity swaps, recapitalizations and distressed loan transactions
  • public and private real estate transactions
  • assistance in preserving net operating losses and other tax attributes in connection with acquisition, reorganization and ownership-shift transactions
    • Experience
      • Federal Tax Representation

      • Represented an investment advisor’s cross-border sale of its broker dealer business to a French bank, which was structured as a tax-free stock-for-stock exchange under Internal Revenue Code section 368(a)(1)(B).*
      • Represented a large privately held electrical supply distribution business in its sale to a private equity-sponsored buyer. The representation involved resolution of 280G considerations and "applicable high-yield debt obligation" concerns with respect to debt financing.
      • Represented a multi-industry company, whose principal activities are to design and manufacture nickel-zinc rechargeable batteries, in connection with its acquisitions of Sontek Industries Inc. in a tax-free merger involving management of net operating losses and Internal Revenue Code section 382 considerations.
      • Represented a Singapore-based software developer in connection with U.S. federal income tax matters involving U.S.-based internet and distribution activities.
      • Represented a leading industrial packaged gas company in the sale of its business through a bid auction process. Our representation involved drafting the shareholder proxy materials (including tax disclosure). The transaction was structured as a taxable reverse triangular merger.
      • Represented a Boston-based private equity firm in all of its merger and acquisitions activity and post-acquisition restructurings of its portfolio companies.
      • Represented a Canadian paper products company in connection with acquisition of operating assets in the United States, involving attention to the earning stripping rules and the Canada U.S. income tax treaty.
      • Represented a multinational manufacturer and distributor of perfumes and beauty products in connection with U.S. federal income tax planning involving European operations.*
      • *These matters were of counsel prior to an individual attorney joining Robinson+Cole.

    • News
      • November 2, 2015

        We are Pleased to Welcome Michael B. Kaufman to the Firm

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      • November 15, 2013

        Hartford Symphony Orchestra Elects Bruce B. Barth to Board of Directors

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      • November 1, 2013

        Robinson & Cole Receives 34 First-Tier Metropolitan Rankings and Three National Rankings in U.S. News – Best Lawyers Survey

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      • October 21, 2013

        Super Lawyers® Names 61 Robinson & Cole Attorneys to 2013 List

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      • August 22, 2013

        Robinson & Cole Announces Annual Pro Bono, Mentor, and Community Service Awards

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      • August 16, 2013

        Robinson & Cole Receives Top Listing in Connecticut Attorney Count in Best Lawyers National Peer Review Survey

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      • August 2, 2013

        Hartford Lawyers Co-author Article on Connecticut Tax Law

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      • July 24, 2013

        Christine Bromberg Elected Vice-Chair of Junior Achievement of Southwest New England’s Board of Directors

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      • July 9, 2013

        Scott Sebastian Selected for Lawyers of Color's 2013 Hot List

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      • July 1, 2013

        Robinson & Cole Lawyers Speak at Connecticut Tax Conference

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      • June 18, 2013

        Susan E. Roberts Elevated to Counsel at Robinson & Cole LLP

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      • June 11, 2013

        Susan Roberts Speaks at NBI Seminar

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      • April 30, 2013

        Hartford Tax Lawyer Participates in UConn School of Law Panel

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      • April 18, 2013

        Scott Sebastian Elected Commissioner in West Hartford

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      • February 22, 2013

        Susan Roberts Presents at Lorman Seminar

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      • January 4, 2013

        The Wall Street Journal Quotes Felicia Hoeniger

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      • December 24, 2012

        Christine E. Bromberg Speaks at Connecticut Society of Certified Public Accountants’ Annual Tax 360 Conference

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      • December 21, 2012

        Felicia Hoeniger Addresses Accountants at University of Connecticut Income Tax School

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      • December 10, 2012

        Scott Sebastian Continues Leadership Role with Connecticut Asian Pacific American Bar Association

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      • November 20, 2012

        Tax Attorneys Taking on Leadership Roles with Connecticut Bar Association Tax Section Executive Committee

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      • November 7, 2012

        Robinson & Cole Receives 32 First-Tier Metropolitan Rankings and Four National Rankings in U.S.News - Best Lawyers Survey

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      • November 1, 2012

        Scott Sebastian Part of Faculty for Sales and Use Tax Seminar

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      • October 22, 2012

        Super Lawyers® Names 49 Robinson & Cole Attorneys to 2012 List and Recognizes 26 as Rising Stars

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      • August 28, 2012

        Robinson & Cole Receives Top Listing in Connecticut Attorney Count in Best Lawyers National Peer Review Survey

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      • August 14, 2012

        Hartford’s Camp Courant Selects Tax Attorney Scott Sebastian to Serve on its Board of Directors

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      • June 8, 2012

        Tax Attorney’s Article Discusses State Tax Residency and Domicile Issues

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      • May 16, 2012

        Felicia Hoeniger Presents to New York Tax Study Group

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      • December 23, 2011

        Attorneys Offer Advice on Connecticut Taxes for Upcoming Tax Season

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      • December 5, 2011

        Robinson & Cole Attorneys Participate in the Connecticut Society of CPAs’ Annual Tax Conference

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      • October 6, 2011

        Tax Lawyer Discusses How States are Limiting Sales and Use Tax Refunds

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      • September 22, 2011

        Tax Attorney Joins Robinson & Cole’s New York Deal Team

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      • September 6, 2011

        Tax Attorney Offers Advice to Businesses at Sales and Use Tax Seminar

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      • August 31, 2011

        Reflexite Combines with ORAFOL to Create Leading Global Reflective Materials, Graphic Products, and Industrial Tapes Group

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      • August 10, 2011

        Felicia Hoeniger Selected to Editorial Board of the Journal of Multistate Taxation and Incentives

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      • July 25, 2011

        Susan Roberts Elected to Board of Directors of Connecticut Oral Health Initiative

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      • June 2, 2011

        Robinson & Cole Attorneys Present at CBIA’s 2011 Connecticut Tax Conference

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      • November 19, 2010

        Tax Attorney Speaks to UCONN Law Students about Opportunities in Corporate Law

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      • November 16, 2010

        Tax Partner Analyzes Tax Incentives for Investment and Job Growth in Connecticut

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      • November 10, 2010

        Best Lawyers Names Five Robinson & Cole Attorneys as Lawyers of the Year, Most Chosen in the Hartford Community

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      • November 9, 2010

        Attorney Moderates Panel at National Tax Conference

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      • November 3, 2010

        Tax Attorneys Present at Connecticut Society of Certified Public Accountants’ Tax360º Conference

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      • October 13, 2010

        Connecticut Bar Association Appoints Robinson & Cole Attorney as Subcommittee Chair

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      • September 30, 2010

        Tax Attorney Moderates Panel Discussion on Purchasing Digital Products

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      • August 20, 2010

        Tax Attorneys Write Summary of 2009 Connecticut Tax Law Developments

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      • July 26, 2010

        Scott Sebastian Named Cochair of Connecticut Bar Association’s Young Lawyers Section Tax Committee

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      • June 21, 2010

        Robinson & Cole Attorneys Present at CBIA 2010 Tax Conference

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      • April 12, 2010

        Robinson & Cole Tax Attorneys Present at Tax Seminars in New Orleans

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    • Publications + Presentations
    • "Recent Federal Income Tax Developments Involving Cancellation of the Indebtedness Income," presented by Christine E. Bromberg, at the Connecticut Society of Certified Public Accountants' Tax 360 Conference (11/27/2012)

      "IRS Issues Proposed Regulations with Respect to FATCA," published in Robinson & Cole Tax Legal Update (2/17/2012)

      "2011 Tax 360° Conference: Federal Tax Legislative Update," presented by Ryan V. Leichsenring (11/9/2011)

      "Thinking Outside the Corporate Box," at UCONN Law School's Corporate Raw, Hartford, Connecticut, presented by Christine E. Bromberg (11/10/2010)

      "Recent Developments in Taxable and Tax-Free Mergers and Acquisitions," presented by Christine E. Bromberg, at the Connecticut Society of Certified Public Accountants' Tax 360 Conference (12/2009)

      "A Primer on Intellectual Property," published in Journal of Gift Planning, authored by Amy Span Wergeles (6/2003)

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