Business Transactions

HSPRD counsels both public and privately held U.S. and foreign clients, ranging from start-up entrepreneurs to Fortune 100 corporations. Our services cover the wide range of challenges and opportunities clients encounter throughout the business life cycle, from formation to mergers and acquisitions, daily operations to protecting intellectual property, raising capital to securities law compliance, and corporate governance to international ventures and tax management. Businesses require legal counsel who not only have broad experience and expertise in a wide variety of legal disciplines, but who also have financial and practical business applications experience.

Learn more about our business transactions practice

Mergers and Acquisitions

HSPRD represents buyers and sellers in M&A transactions, including complicated tax structuring and cross border transactions. Some of our niche areas are tax-exempt entity acquisitions and LLC acquisition structures minimizing tax on retained minority interests and Hart-Scott-Rodino filings. Recent transactions include:

  • Sale of two consulting practices for large consulting firm

  • Joint venture between state university and a publisher on financial index

  • Acquisition of beer distributorship

  • Sale of manufacturer with Canadian and European operations

Tax Reporting, Consulting, and Controversies

HSPRD represents taxpayers at the audit, appellate, administrative hearing, and court levels regarding federal income, estate, and excise taxes and state and local income, sales, use, and franchise taxes. Recent matters include:

  • Settlement of TEFRA audit

  • Settlement of Chicago lease and use tax matter at administrative hearing level

  • Settlement of federal accumulated surplus tax case at appeals

In addition to representing taxpayers in controversies, HSPRD counsels on situsing to minimize state and local taxes, handles unclaimed property audits and issues, develops structures for foreign clients for investments in the U.S. and negotiates and drafts tax reimbursement (secondment) agreements and tax allocation agreements regarding U.S. employees and operations located overseas. Our attorneys also consulted for a former governor regarding Illinois tax legislation, including a possible gross receipts tax and regarding film tax credits.

Gaming Transactions

HSPRD represents financial institutions and gaming companies in Indian and non-Indian gaming transactions. Examples of Indian gaming and economic development transactions are:

  • Certification of Tribes and Bands with Bureau of Indian Affairs

  • Acquiring and dedicating trust and reservation land

  • The financing of over 30 Indian casinos in California (3 of 4 Palm Springs casinos), Wyoming (only non-state regulated Indian casino), Minnesota, Oklahoma, New York, New Mexico, and Wisconsin

  • Tax exempt Indian Economic Development Bonds for gaming related hotel and spa

  • Representation of Indian casino management firm

Examples of Non-Indian Gaming Transactions:

  • Transfer and registration of gaming boats

  • Financing and licensing “trip to nowhere” gaming boat operations in Florida and New York

  • Representing owners of two casinos in Blackhawk, Colorado

  • Representing co-lead lender in refinancing of casinos in Las Vegas

  • Consultant to former governor regarding Illinois gaming legislation

Taxable and Tax Exempt Bonds

HSPRD attorneys have acted as bond counsel, borrower’s counsel, underwriter’s counsel, issuer’s counsel, and credit enhancer’s counsel on virtually every type of tax exempt and taxable bond. He was a pioneer on 501(c)(3) and Indian bonds and various synthetic bond and credit enhancement structures. Recent taxable bond transactions include the financing of a number of failed condominium project loans for several community banks by taxable variable rate demand bonds credit enhanced by Federal Home Loan Bank back to back letters of credit.

Recent tax-exempt bond transactions include:

  • Issuer’s counsel on 2009 and 2010 Central DuPage Hospital bonds of $90 million and $240 million respectively

  • Bond and borrower’s counsel on $50,000,000 re-credit enhancement of housing bonds

  • Several low and moderate income housing financings involving tax credits as well as tax exempt bonds

Infrastructure Financing

HSPRD represents developers in structuring and financing infrastructure projects under public/private partnerships such as a tollroad as to which he has represented the owners in over $2 billion in partnership financings and refinancings. In addition, he represented the same owners in $1 billion of mezzanine financing based on excess rated debt service coverage.

HSPRD also represents one of the largest developers and financers of federal and state office buildings in federal, state, and local government financings of buildings rented to government agencies in D.C. and other locations.

HSPRD is currently representing a client proposing to purchase and finance two partially completed nuclear reactors. This project also involves advanced nuclear facility production tax credits.

Financing

In addition to infrastructure, bond and gaming financings, our firm represents borrowers and lenders in a variety of securitized and bank financings and workouts, including assignments for benefit of creditors and Section 363 purchasers of distressed businesses.

HSPRD has a breadth of experience in regard to REIT, REMIC, and RIC structure and tax issues. A recent transaction was the rollup of single family home portfolios into an initial public securities offering.

Fund Structures

HSPRD attorneys develop structures for hedge funds, private equity, and venture funds and represents such funds in securitization and portfolio transactions. Our attorneys pioneered foreign and leveraged feeder funds and foreign and domestic blockers to accommodate certain types of investors and satisfy tax, ERISA, and securities law requirements. They have recently represented the portfolio company in a $60 million financing involving foreign trusts and domestic blockers.

In addition, HSPRD has reviewed proposed fund investments for not-for-profits and represented investors in ponzi scheme problems.

Maritime Matters

HSPRD attorneys have represented clients in the construction, acquisition, and foreign and domestic registration of vessels, especially gaming vessels and mega yachts. We represent boat owners in regard to maritime insurance and claims, barebones, and wet chartering and crew contracts and Jones Act issues.

Tax Credits

Our attorneys have represented developers and syndicators in regard to housing tax credits, new market tax credits, historic rehabilitation tax credits, and energy tax credits. A recent transaction is the structuring and sale of $30 million in rehab tax credits on a Chicago hotel.

Entity Structuring

HSPRD advises clients on the best structures to accomplish their goals and has vast experience in partnerships and LLC taxation and carried interest transactions.

Our attorneys also advise clients on asset protection aspects of structures and sets up foreign and domestic asset protection and other trusts and counsels client on fraudulent conveyance issues.

Wealthy Family Representation

HSPRD attorneys set up virtual family office structures and plans family wealth tax minimization, asset protection, and generational transfers. As part of this practice, they negotiate and draft pre- and post-nuptial agreements for family members, negotiate divorce settlements, and structure and draft family partnerships and trusts.

Accounting Issues

HSPRD historically has represented small and medium sized CPA firms in compensation structures, practice issues, and claims. As a former accountant, our Business Transactions Practice leader Larry Blust, advises clients on GAAP issues.

Real Estate

HSPRD has represented many real estate developers and syndicators regarding structuring, acquiring, and financing commercial and residential properties and Regulation D offerings. We structure and negotiate workouts to minimize income from discharge and structures and documents lease transactions, 1031 and 1033 exchanges, and TIF financing.