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Practice Areas
Gomel & Davis has been representing purchasers and sellers of businesses for about twenty years. During that time, the firm has represented clients from a wide variety of industries with special emphasis on the death care industry, the sale of medical practices, the forest products industry and recently, the sale of high-tech businesses.
Gomel & Davis professionals are thoroughly versed in all aspects of the Merger and Acquisition process, from negotiating the deal and preparing the Letter of Intent to preparing or reviewing the detailed agreements and related documents and handling the closing and post closing matters.
The firm is particularly adept at finding income tax efficient structures to achieve client goals and in coordinating the Merger & Acquisition project with a selling client's estate plan. The Gomel & Davis attorneys' unique combination of extensive experience in both law and accounting are invaluable assets when it comes to structuring a Merger and Acquisition transaction.
Since its inception, Gomel & Davis, LLP has provided a variety of estate planning services to its clients. Although capable of providing even the most basic estate planning services such as simple wills, Gomel & Davis' expertise is in estate tax planning, which generally involves clients with significant wealth. One should consider estate tax planning whenever one's total assets (including life insurance) are approximately $2 million, which is the current applicable exclusion amount for federal estate taxes. Individuals with estates smaller than $2 million should also prepare wills in order to ensure that their assets are disposed of in accordance with their wishes.
The firm's most common service is the preparation of wills and trusts which fully utilize each person's exemption amount. Another common technique employed is the irrevocable life insurance trust, by which life insurance proceeds are removed from a taxable estate. Gifting programs, either in trust or in a more direct form, are often implemented.
However, there are many situations in which there remains significant estate tax exposure even after implementation of the above techniques. If so, there are other techniques that may be employed, including family limited partnerships and qualified personal residence trusts.
Gomel & Davis also does a significant amount of work in the area of business succession planning, by which a family business is transferred from one generation to the next with minimal disruption of operations and at the least possible estate tax cost. Because of strong accounting and financial backgrounds, Gomel & Davis' professionals have particular expertise in many of the issues involved in business succession planning relating to cash flow, debt service, and similar considerations. Some techniques which may be employed include shareholders agreements, grantor retained annuity trusts, recapitalization into voting and non-voting stock, and private annuities. In limited circumstances, the new family-owned business exclusion may also be utilized.
For those with charitable intentions, the firm also offers a variety of techniques to achieve charitable goals with income and/or estate tax benefits. These primarily include charitable remainder trusts, charitable lead trusts, and private foundations.
One should also consider the effect of large retirement account balances in the estate planning process. For instance, designation of retirement account beneficiaries is a critical decision. Also, consideration of the income tax consequences of early or deferred distributions must be integrated with one's estate plan.
In all of Gomel & Davis' planning, the primary objective is to accomplish the goals of the client. In general, once a client's goals have been ascertained, then the best possible method for minimizing taxes can be tailored to meet those individual needs.
Probate services are a natural extension of the firm's estate planning practice. This includes preparation of the necessary filings to probate wills and administer estates. Perhaps more importantly, Gomel & Davis is extensively involved in the preparation of federal estate tax returns, issues of allocation of taxes, amounts to be distributed to beneficiaries, disclaimers which may minimize estate taxes after one's death, and similar tax issues. Qualification for extended tax payouts for family owned businesses is also considered. Furthermore, the firm's professionals offer the expertise to deal with the Internal Revenue Service with regard to any dispute arising from estate tax filings, which may include a protest, negotiations with the appeals division, and even a petition to the United States Tax Court.
Gomel & Davis provides legal and closing services for all types of commercial real estate transactions, with an emphasis on tax planning. The firm acts as counsel to local and out-of-state clients and lenders for acquisitions, sales, financing, leasing, like-kind exchanges, joint ventures and syndications. Gomel & Davis helps its clients design and manage their real estate investments as sound financial vehicles. The firm routinely serves as a Qualified Intermediary under I.R.C. Section 1031 and provides title insurance services through an agency of Fidelity National Title Insurance Company.
Companies often seek the international tax planning abilities of Gomel & Davis and its affiliates. The firm primarily handles outbound transactions, specifically DISCs and FSCs. Gomel & Davis has also assisted clients in determining whether offshore trusts would provide an added level of security for their assets. The firm has extensive experience organizing such offshore trusts and other offshore entities.
Offshore entities can be used to gain income tax advantages, whether the entity is used to manufacture products or merely as a distribution center. The firm helps clients decide whether an offshore entity would be practical, in light of the investment that may be required, the provisions of any relevant treaty between the U.S. and the selected country, and the interaction of the income tax regime of the U.S. and the selected country.
Where an offshore entity does not make sense, Gomel & Davis can prepare agreements to engage independent agents to meet our clients' needs. Large or complex transactions are coordinated through Ord & Norman, an "of counsel" firm with offices in Los Angeles and San Francisco.
Gomel & Davis, LLP serves as general counsel to small and medium sized private companies, as well as publicly held corporations. From basic contract review and negotiation to complex mergers, or stock or asset acquisitions, the attorneys at Gomel & Davis provide high quality legal business and tax advice to assist your company in maximizing its potential.
Gomel & Davis recognizes that minimizing long-term tax costs is a critical component of business planning. Examining tax implications of business restructurings, investments, divestitures, or compensation issues, can make significant differences in the long term financial success or failure of a business entity. The tax expertise and training of each attorney allows the firm to analyze business decisions, from both an organizational cost standpoint and a tax cost standpoint.
For privately held companies, Gomel & Davis assists shareholders in developing shareholder agreements to establish exit strategies and succession planning, and deferred compensation and other incentive plans for key employees to obtain ownership interest. Because of the extensive tax background of the firm's attorneys, with the majority being CPAs, Gomel & Davis is well suited to work closely with internal financial personnel and external financial advisors to develop and implement business planning strategies.
Gomel & Davis attorneys are experienced and proficient in establishing entities which allow the owners to take advantage of the benefits of income tax flow through of gains and losses in entities such as partnerships and limited liability companies. Gomel & Davis can assist owners in determining the optimum structure for their business entity, whether a corporation, partnership, limited partnership or limited liability company. The firm also assists individuals in establishing limited partnerships as part of a comprehensive estate plan to facilitate the use of valuation discounts allowed by the Internal Revenue Service.
Gomel & Davis can develop agreements that contain all the necessary tax provisions to insure flexibility in ownership decisions, as well as provide for succession or separation planning. Sound and thorough operating agreements for limited liability companies and partnership agreements for partnerships at the time of the formation of the entity go a long way to eliminate future disputes or disruptions to the business.
Gomel & Davis has the personnel and resources to provide in-depth analysis and recommendations on international, federal, state and local tax issues, including sales and use tax. The firm also has substantial experience in organizing nonprofit entities and assisting with their ongoing operations. Entities expanding into different states or regions or from other regions to Georgia can be greatly assisted by structuring proposed ventures to take advantage of certain tax benefits or avoid unnecessary tax assessments resulting from conducting businesses in certain states. Gomel & Davis can assist in minimizing the tax effect of an entity's transactions together with formulating a response or challenge to proposed assessments. Individuals exploring opportunities for international investments can be well served by the attorneys at Gomel & Davis who are experienced in the detail and structure of establishing entities or conducting business in various off-shore and foreign jurisdictions.
Gomel & Davis assists clients in controversies which arise with federal and state tax authorities. The firm attempts to settle such matters without litigation whenever possible.
Through research and correspondence with the authorities, many issues can be resolved without litigation. Gomel & Davis' experienced professionals are often asked to intervene in controversies of this type. Matters requiring litigation are handled through affiliated counsel.
Gomel & Davis does not serve as agent for professional athletes. However, the firm does represent numerous professional athletes, often at the request of their agents, in connection with legal and tax matters unique to their situation. The firm is sensitive to the unusual earnings capacity of professional athletes and has assisted in structuring employment contracts with professional sports teams which provide the best overall tax structure for the athlete.
In the area of estate planning, Gomel & Davis has represented many athletes in structuring their asset holdings, their life insurance protection and their rights to post-death contractual payments so as to minimize the potentially devastating impact of estate taxes. Gomel & Davis has found that most athletes, being young and very healthy, tend to ignore the disastrous financial impact their untimely death might have on their young families. Unfortunately, many sports agents fail to seek proper planning for their clients in this regard. In some situations, the combined effect of estate taxes and income taxes can cause 70% of an athlete's continuing income stream to be taken away from a deceased athlete's surviving family. There are structures which can greatly reduce the tax burden.
Most professional athletes are also aware of the potential liability they could experience as the targets of unwarranted lawsuits. It is impossible to prevent unscrupulous individuals from filing questionable claims against high profile, wealthy individuals. However, it is possible to structure the ownership of an individual's assets in ways which diminish the likelihood that those assets could be seized as a result of litigation. Various ownership structures along with the use of domestic and foreign asset protection trusts can create barriers which effectively prevent a judgment creditor from obtaining the protected assets.
Professional athletes have unique and unusual needs for legal services and Gomel & Davis has developed the experience and expertise to provide the special attention their individual situation demands and deserves. Gomel & Davis has represented professional athletes in the sports of basketball, baseball, football, tennis, golf and professional ice skating. The firm is extremely sensitive to the need professional athletes have for complete confidentiality regarding their financial affairs.
In addition to representing professional athletes, Gomel & Davis serves as general counsel or special advisor to numerous sports related businesses. The firm's understanding of the industry and professional athletes, coupled with a broad business and tax background provides Gomel & Davis a unique understanding of the legal needs of such businesses.
Gomel & Davis offers experience in both transactional and regulatory law as applied to the healthcare field. The firm has worked with clients in matters dealing with the sale of medical practices to third parties, the merger of medical practices into large privately held corporations, and restructuring to admit new physicians to equity interests. Gomel & Davis also offers experience in complying with the maze of state and federal regulations concerning the practice of medicine and the operation of ambulatory surgery centers.
Gomel & Davis has an extensive practice in the unique area of the law relating to the death care industry. The firm keeps abreast of various states' perpetual care, merchandise trust and pre-need sales laws to ensure proper compliance. This knowledge, coupled with the firm's tax background, has led many clients to seek the firm's assistance in purchasing or selling cemeteries and funeral homes.
The firm has represented large conglomerates as well as closely held, family owned cemeteries in the merger and acquisition area. As a result, Gomel & Davis practices in this area throughout the United States.
Compliance with federal and state tax laws are managed by Gomel & Davis' professionals for businesses and individuals with sophisticated tax compliance needs. Overseen by a Tax Compliance Manager, associates and paraprofessionals plan a successful course through today's federal and state laws for the benefit of its clients.
The firm assists clients in reporting significant transactions to obtain the most favorable treatment available under the current tax law. Gomel & Davis always stresses that consulting us before the transaction occurs will allow time for proper planning in order to achieve the best results.
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