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Verrill Dana's Tax Group prides itself on its ability to develop business-friendly solutions to the complex tax problems that confront our clients every day. Our tax practice is an integral part of virtually all of our practice and service groups. Representing domestic, foreign, individual and institutional taxpayers as well as tax-exempt organizations, governmental agencies and specialized industries, we work with each client to provide advice that complies with applicable law while aiming to meet the client's business objectives.

Partnership, LLCs, Joint Ventures and other Pass Thru Entities

We regularly assist clients to address tax issues inherent in conducting operations through partnerships, limited liability companies and other flow-through entities. We also advise clients on numerous joint ventures in a broad range of business contexts, including joint ventures between international companies, hospitals and health care systems, specialty industries and competitive but strategic partners, as well as start-up ventures among individuals.

Mergers, Acquisitions and other Transactional Tax Events

Tax structuring for clients involved in mergers and acquisitions are an important part of our tax practice. We have been involved in domestic and international transactions involving stock and asset acquisitions, business combinations, divestures, corporate restructuring, including tax-favored spin-offs and exchanges, and recapitalizations. Our attorneys typically are involved in all stages of the transaction, from the initial confidentiality agreements through closing. We also provide advice regarding the state and local income tax treatments of the transaction.

International Tax Structuring and Compliance

Our attorneys review all aspects of planning for foreign investors, from selecting a business vehicle, to structuring transactions and evaluating operating alternatives. Such “inbound” planning often involves avoiding the establishment of a U.S. trade or business or “permanent establishment,” as well as the use of derivative investments, portfolio interest, and other techniques to minimize U.S. withholding taxes. Our in-depth experience with U.S. income tax treaties includes the “tie-breaker” provisions for dual residents and the anti-abuse provisions designed to limit treaty access in circumstances where the foreign investor may be “treaty shopping” or may not be considered the beneficial owner.

We advise U.S. public and privately held clients on their international operations, from structuring cross-border activities in manufacturing, sales and financing, including currency and interest-rate swaps, to minimizing the impact of Subpart F and the passive foreign investment company rules. We have counseled pension funds and other tax-exempt entities on the special rules that apply to their offshore activities and investments.

Our extensive experience with cross-border acquisitions includes the anti-abuse rules that can trigger tax in connection with “inbound” mergers of foreign corporations into domestic corporations and “outbound” mergers of domestic corporations into foreign corporations. We assist clients with the reporting requirements for interests in foreign corporations, partnerships, trusts, and foreign financial accounts. And we also counsel individuals on the benefits of renouncing their U.S. citizenship or status as a permanent resident alien and the impact of the “anti-expatriation” rules.

Exempt Organizations

Our tax practice includes representation of a number of tax-exempt organizations. We have worked extensively with these organizations on issues relating to exemption, intermediate sanctions, private investment, private foundation status and rules, prohibited transactions, unrelated business taxable income, corporate transactions, including mergers and other transactions involving both nonprofit and for-profit entities. Our lawyers have experience in establishing fundraising vehicles, planned giving programs and structuring individual gifts to organizations. The lawyers in the Group regularly advise clients in executive compensation, employee benefits, fiduciary compliance and corporate governance matters.

Venture Capital, Investment Funds and Other Financing Arrangements

We work closely with clients to establish venture capital and investment funds (including SBICs, hedge funds and other specialized investment funds), assisting with the specialized tax issues involved with operating these entities on behalf of diverse owner groups and within the tax and regulatory structures unique to investment operations.

Executive Compensation

We advise companies and their executives on all facets of executive compensation, from incentive and nonqualified stock options, to restricted stock plans, stock appreciation rights and phantom stock plans. Limitations on the use of tax-qualified plans for key executives have made nonqualified deferred compensation an increasingly large aspect of our practice, requiring the design of creative deferred compensation arrangements, including long-term incentive compensation plans and excess benefit plans. Our clients’ need to comply with the complex rules of Section 409A has significantly increased our involvement in reviewing and advising on all types of deferred compensation arrangements. We have also helped clients avoid penalties under Section 280G on potential “excess parachute payments” and under Section 162(m) on limitations on the deductibility of executive compensation. Where employees desire to invest in the business activities of their employers, we design partnerships and other structures to facilitate such investments.

Planning for Individuals and Closely-Held Businesses

Closely-held businesses and high-net-worth individuals often face very complex tax issues, particularly where the businesses and assets are located in several different jurisdictions and subject to varying tax structures and rates. We advise these businesses and individuals on general tax planning as well as business succession planning. We also assist in designing compensation arrangements (from both the company and executive perspectives) that have favorable tax treatment, and handle employment related tax issues.

Estate Planning and Estate Administration

The lawyers in the Group work closely with individuals and families to understand the clients’ priorities and goals and their intentions for the legacies they wish to provide. The Group’s lawyers advise clients regarding estate, tax and financial planning and succession planning for closely held businesses. We have extensive experience in estate planning techniques and in drafting documents in a clear and understandable manner that carry out the clients’ intentions successfully and efficiently. The process of estate settlement is as important as estate planning. The Group’s lawyers are skilled in the personal and technical aspects of estate administration including attention to post-mortem tax planning. Members of the Group also represent fiduciaries in their roles as personal representatives and trustees.

Tax Controversy

In its tax controversy practice, the Group represents businesses and individuals in disputes with the Internal Revenue Service and state tax agencies, both in Maine and throughout the Northeastern United States. The Group is proud of its professionally respectful relations with federal and state tax administrators, a feature that promotes more efficient and beneficial outcomes for its clients.

Tax Advocacy

Active participation in state and national professional organizations aids in these efforts we undertake on behalf of our clients. The Group's attorneys participate in analyzing and commenting on proposed legislation and administrative guidance for such organizations. Such efforts provide the Group with a deep understanding of developing tax law and tax policy which significantly enhances the value of the Group's advice to its clients.

In each transaction, the Group works closely with their colleagues to provide clients with legal advice across the spectrum of legal disciplines.


  • Partner
    T: (203) 222-3126