Our Services

Estate Planning

We provide comprehensive legal advice and services in the area of estate planning, including:

• Wills, codicils and revocable (living) trusts
• Credit Shelter (by-pass) trusts
• Trusts for minor children and/or disabled adults (special needs trusts and supplemental needs trusts)
• Grandchildren’s trusts
• Spendthrift trusts
• Marital deduction trusts, including qualified terminal interest property trusts
• Business succession planning
• Asset protection planning
• Developing strategies to accomplish specific family goals
• Durable (financial) powers of attorney
• Health care powers of attorney
• Living wills
• Generation-skipping transfers and dynasty trusts
• Family limited partnerships and limited liability companies
• Irrevocable life insurance trusts
• Qualified personal residence trusts
• Grantor retained annuity trusts
• Business recapitalizations
• Private Annuities
• Sales to intentionally defective grantor trusts, including use of traditional and self-canceling installment promissory notes
• Charitable trusts, including charitable remainder trusts and charitable lead trusts
• Intentionally defective grantor trusts
• Dynasty trusts
• Lifetime trusts
• Private foundations
• Post-mortem planning, including disclaimers and advising on various
• income and estate tax elections and transactions

Probate, Estates and Trusts Law

We assist clients with the probate and administration of estates, as well as the distribution and administration of trusts and family assets. The firm also assists clients in carrying out their fiduciary responsibilities as personal representatives of estates and as trustees of trusts, including:

• Preparation and filing of Probate Court documents, including accountings and inventories
• Advising clients regarding federal estate tax compliance, including the preparation and review of Federal Estate Tax Returns (Form 706)
• Advising clients regarding federal gift and generation-skipping transfer tax compliance, including the preparation and review of Federal Gift
• Tax Returns (Form 709)
• Advising clients regarding provisions of wills and trusts and their fiduciary duties
• Structuring transactions with estates and trusts in an effort to minimize income, estate and other taxes and to facilitate family planning
• Preparation of agreements among estate beneficiaries
  Advising families regarding disclaimers and other post-mortem estate planning techniques

Business Entities: Corporations, Partnerships and Limited Liability Companies

We assist clients with planning for and forming new business entities, and advise business owners on matters of compliance and ongoing obligations. The firm also assists clients with reorganizations and transactions involving business entities of all types. The firm’s business entity practice includes representing clients in connection with:

• Limited liability companies (LLCs), including formation and drafting LLC operating agreements;
• Corporations, including formation, subchapter S elections and drafting by-laws, minutes, share certificates, member and shareholder agreements, and other organizational documents
• Buy-sell agreements
• Limited partnerships, general partnerships and limited liability partnerships, including formation and drafting partnership agreements
• Professional associations and professional corporations
• Statutory close corporations
• Tax-free reorganizations
• Entity conversions
• Mergers and acquisitions
• Asset sales
• Stock, partnership or LLC membership interest acquisitions
• Drafting and reviewing employment agreements, noncompetition agreements and lease agreements
• Drafting and reviewing financing agreements, including promissory notes, security agreements, pledge agreements and venture capital agreements

Mergers and Acquisition

We assist clients with the sale and purchase of businesses. The firm represents buyers and sellers in a wide variety of business transactions, including:

• Tax-free acquisitive mergers and reorganizations, including subsidiary/triangular reorganizations
• Asset purchases and sales, including tax advice and planning for purchasers and sellers
• Stock, partnership and LLC interest purchases and sales
• Venture capital and private equity investments and exits
• Financing agreements, including promissory notes, security agreements, pledge agreements and venture capital agreements
• We advise, assist and draft transaction documents related to all stages of the business transition process, including:
• Confidentiality agreements and initial due diligence
• Letters of intent and term sheets
• Negotiation of deal terms and formal agreements
• Formal transaction agreements
• Ancillary agreements, including employment agreements, consulting agreements, earn-out agreements, noncompetition and nonsolicitation agreements, lease agreements, promissory notes and security agreements, officer certificates, entity resolutions and other closing documents

Non-Profit Law and Tax-Exempt Organizations

We assist clients with planning for and forming non-profit and tax exempt organizations, and provide advice on matters of compliance and the ongoing obligations associated with managing nonprofit and tax exempt organizations. The firm’s practice includes providing advice and drafting in connection with:

• Obtaining determination letters from IRS of tax exempt status under Section 501(c)(3) of the Internal Revenue Code
• Preparation and/or review of by-laws, organizational minutes and entity operating guidelines
• Advising fiduciaries on the operations and management of nonprofit entities, including compliance and reporting requirements
• Transactional planning and advice involving nonprofit entities
• Formation and transactions involving private foundations, as well as advice regarding the operation and compliance requirements of private foundations

Tax-Controversy/Litigation

We provide professional consultation and planning related to individual, corporate, partnership, trust and other areas of income tax, estate and gift tax, and tax-exempt law. In addition, we represent taxpayers in controversy matters, including audits, appeals,Innocent Spouse Relief requests, and other disputes with the Internal Revenue Service and South Carolina and Kentucky Department(s) of Revenue. Representation includes handling matters before the IRS Appeals hearings, and assisting clients in litigation matters before the US Tax Court and in federal and state courts. Such representation has included matters such as:

• Individual and corporate income tax disputes
• Civil fraud claims
• Employee/independent contractor status disputes
• Payroll and withholding tax penalties and disputes
• Estate and gift tax disputes
• Valuation/appraisal disputes
• Penalty abatement
• International Taxation disputes (including FBAR issues)

Tax-Planning

Estate and Gift Taxes

We provide comprehensive and sophisticated tax planning including:

• Designing flexible estate plans and drafting wills and trusts to reduce or eliminate estate and gift taxes, including credit-shelter trusts, charitable trusts and generation-skipping trusts
• Designing and implementing business succession plans
• Planning with family limited partnerships and limited liability companies
• Irrevocable life insurance trusts
• Qualified personal residence trusts
• Grantor retained annuity trusts
• Business recapitalizations
• Installment sales to intentionally defective grantor trusts
• Charitable planning techniques
• Post-mortem planning, including disclaimers and advising on various income and estate tax elections and transactions
• Preparing and reviewing Federal Estate Tax Returns (Form 706) and Federal Gift Tax Returns (Form 709), as well as assisting and advising other professionals regarding the preparation of these returns

Income Taxes

The firm advises clients about the income tax implications of various transactions, including, but not limited to:

• Tax-deferred real estate exchanges under Section 1031 of the Internal Revenue Code
• Condemnation and eminent domain takings
• Litigation settlements
• Foreclosures and bankruptcies
• Corporate mergers and tax-free reorganizations
• Business sales and purchases (mergers and acquisitions)
• Commercial, residential , and rental real estate development, sales and purchases
• Partnership, C-Corporation, S-Corporation, and LLC formations, transactions, restructuring, amendments and terminations

Tax-Exempt

We provide tax and legal advice and prepare documentation in connection with charitable gifts and planning, including:

• Charitable remainder trusts
• Charitable lead trusts
• Private Foundations
• Charitable gifts using IRAs
• Charitable gifts of property, such as stocks, bonds, securities, automobiles, works of art, aircraft, real property and other items
• Providing advice and assistance to tax return preparers on compliance and reporting matters

Probate Litigation

When estate planning and estate administration issues go wrong, unfortunately probate litigation may ensue. We serve clients in all types of probate and estate planning disputes. If you need someone to fight for you in probate litigation, we can help.

A common dispute is a will contest. When one or more provisions of the will are called into question, the disagreement may lead to litigation. We have experience in drafting, interpreting, and administering wills, as well as handling the lawsuits that arise surrounding these documents.

Probate litigation can also arise in cases of fiduciary negligence by a personal representative, guardian, or trustee. When a person in one of these positions takes actions for their own interests instead of the person they are representing, they have committed a breach of fiduciary duty. We represent clients in cases asserting fiduciary negligence.

From issues regarding the appropriate elective share or renunciation of a spouse’s will, to the validity of creditor’s claims, many situations surround and arise under probate law and we can represent you in protecting, prosecuting, or defending your interests in an Estate or Trust.