Closely-Held Businesses, Tax Planning and Tax Controversies

Cost-effective Strategies for Managing Risk

At Frederick J. Tansill & Associates, LLC, we have a particular way of conducting our closely-held business, tax planning and tax controversies practices that we believe is different from the way many other firms and lawyers conduct similar practices. We want you to understand how we approach our professional responsibilities so that our experience and commitment meet your expectations.

Our McLean, Virginia attorneys have practiced under Virginia, District of Columbia, Maryland, Arizona, and Texas law, and we have represented clients whose business activities extend throughout the Mid-Atlantic, the Southeast and, indeed, throughout the country. We work with qualified local counsel in other jurisdictions, where it is necessary or appropriate, and we have contacts and the means to identify and recommend local counsel in virtually any jurisdiction.

Forms of Representation

• Business and tax planning for new businesses, including choice of business entity (e.g., partnership, limited partnership, limited liability company, "S" corporation, or "C" corporation) and entity formation, including development of appropriate organizational documents such as partnership agreements, limited liability company operating agreements, articles of incorporation and bylaws.
• Succession planning that incorporates critical business, income tax, estate tax and gift tax, and family issues, including preparation and implementation of buy-sell/shareholder agreements, cross-purchase arrangements in partnership operating agreements, family limited partnerships, trusts and other structures to permit tax-efficient and smooth transfers of ownership and management at appropriate junctures in the owners' lives.
• Corporate governance and mediation and conciliation of internal disputes.
• "Angel" and other early-stage private equity investment, including assistance in due diligence investigation of the proposed investment and negotiation, structuring and documentation of the investment. analysis of director liability, D&O insurance.
• Business acquisitions and sales(assets and stock).
• Development of tax-saving "exit strategies."
• Transactional and operational representation.
• Business and individual tax controversies.

Philosophy of Our Practice

Our Commitment

Our estate planning attorneys are thorough, responsive and current in their understanding of income taxation, estate and gift taxation, and business planning issues. We return telephone calls promptly; we work to accommodate your business needs and schedule.

Our closely-held business practice is characterized by four qualities. First, we recognize that your business success depends upon sound, long-term relationships with your business associates, employees, suppliers and customers or clients, and we operate in ways intended to build trust and consensus and to find "win/win" outcomes while resolutely protecting your interests. Second, we understand that, as a business person, you continually weigh the costs of avoiding risks against the probable costs if the risks materialize, and you accept risks based on your good business judgment. We do not pretend to eliminate all business risk and we avoid the costly (and verbose) "kitchen sink" approach that characterizes the business practice of many attorneys. Rather, we work with you to understand your business and the particular challenges that it faces; we draw on our experience to help you analyze risks accurately, and then we work with you to develop legally sound, cost-effective strategies for managing those risks. Our documents are comprehensible, written in plain English, concise and to the point. Third, we see our primary role as counselors, and we seek to build your understanding of the legal environment. Finally, our expertise in estate planning, gift and estate taxation and business and individual income tax allows us to integrate your business planning with your estate planning and income tax planning in a way that enhances the effectiveness of your overall strategy.

As in any case where you buy goods or services, comparative shopping is wise. You naturally want the best price. To comparison shop effectively you must compare comparable services.

Our fees are fair. For certain kinds of work we will quote a fixed fee. For other tasks we will bill hourly but give you an estimated range of fees which we will abide. After our initial meeting with you regarding the work you want done, we will quote fixed or estimated fees. We take responsibility for any reasonable misunderstanding between us relating to fees. Like you, we do not want any confusion or surprises with respect to our fees. We understand that managing costs is one of the hallmarks of the successful entrepreneur, and we endeavor to provide cost-effective legal counsel throughout our engagement. We take pride in providing business representation that is consistently "on time" and "on budget." An investment in our services should be one of the most cost-effective investments you ever make.

We believe our overall approach is at least unusual in the marketplace. We will work enthusiastically as part of your team, coordinating with your accountant, lender, insurance agent, consultants and other financial and business professionals. We are highly motivated to educate ourselves about you, your business and your circumstances, to help you educate yourself about the law and your options, and to help you select problem solving approaches that are tailored to your business, family situation and overall financial plan. We are diligent and service oriented, and we will to do whatever is necessary to become your "business lawyers."

Closely-held Business Practice, Tax Planning and Tax Controversy
Attorneys

Fred Tansill, Owner, received his bachelor's degree from Brown University (1970) with Honors in English and American Literature, and his law degree (1974) and masters degree in tax law (1982) from Georgetown University. From 1997–1999 he served as Co-Chair of the Estates, Trusts and Probate Law Section of the District of Columbia Bar. He was elected twice to that Section's Steering Committee by the 700-plus members of the Section. He served on the Board of Governors of the Trusts and Estates Section of the Virginia State Bar from 1988–1997 and served as its Chairman in 1991–1992. He has served on the Executive Council of the Wills, Trusts and Estates Section of the Virginia Bar Association and on its Legislative Committee, and he was formerly a member of the Executive Council of the Tax Section of the Virginia Bar Association. Fred is a Fellow of The American College of Trust and Estate Counsel (formerly known as The American College of Probate Counsel) and has served as President of the Northern Virginia Estate Planning Council (1990–1991). He is listed in the latest edition of Best Lawyers in America in Northern Virginia. In 1993–1994 he co-chaired a joint task force of the two Virginia Bar Associations studying the need for new ethical rules, laws or procedures regarding lawyers serving as fiduciaries (e.g., executors or trustees). Recommendations of that task force have been adopted by the Virginia State Bar. Fred was the 1986 Chairman of the Fairfax County Bar's Wills, Estates and Trusts Section, and he was Chairman of that Bar's Tax Section in 1987 and 1988. He is admitted to practice in Virginia and the District of Columbia, and is familiar with relevant Maryland law.

In 1999–2000 Fred was President of the Northern Virginia Community Foundation, an umbrella, grant-making public charity with 73 civic leaders serving as Board Members.

Mr. Tansill's practice focuses on (1) sophisticated tax-oriented estate planning, particularly for corporate executives, professionals, owners of closely-held businesses and high net worth individuals; (2) tax planning and tax controversies; (3) business counsel and planning; and (4) sophisticated charitable planning. He has particular expertise in international trusts and estate planning, domestic and foreign asset preservation strategies, U.S. income and transfer tax planning for resident and non-resident aliens, and ownership and management succession in closely-held businesses. Fred frequently advises and represents bank trust departments and other fiduciaries, as well as beneficiaries of estates and trusts, in fiduciary controversies. He regularly represents clients before the IRS in audit and compliance issues. He is frequently called on to speak to Bar and industry groups locally and nationally on estate, tax and closely-held business issues. In August 1999 he spoke at the American Bar Association National Convention in Atlanta.

Cynthia L. Brown, Of Counsel, is a member of the Virginia, Texas and District of Columbia Bars. She graduated Phi Beta Kappa, with high honors, from the University of Virginia in 1986 and was Order of the Coif at the University of Chicago Law School, from which she graduated in 1989. After graduating from law school, she served for a year as law clerk to the Honorable Jerry E. Smith of the U.S. Court of Appeals for the Fifth Circuit.

Prior to joining Verner Liipfert in September 1992, she practiced for two years in Houston as a trusts and estates lawyer with Fulbright & Jaworski. Cindy has particular expertise in life insurance trust arrangements, generation-skipping transfer tax planning for perpetual "dynasty" trusts, sophisticated tax-oriented estate planning strategies in general, charitable planning including charitable lead trusts and private foundations, and community property.

Brooke C. Tansill, Associate, received her B.A. degree in Government and Legal Studies and Political Science and English and American Literature from Bowdoin College in 2003, and her J.D. degree from the Sandra Day O'Connor College of Law at Arizona State University in 2008, where she was a Pedrick Scholar.

In the summer of 2007, Ms. Tansill worked as a legal extern (for which she received law school academic credit) in the Office of the Honorable Harry Mitchell, elected in 2006 by Arizona's Fifth District/Phoenix/Scottsdale/ Tempe) to serve in the U.S. House of Representatives. Previously she worked as a litigation paralegal in the Washington, D.C. office of Blank Rome LLP, a multi-practice national law firm of more than 500 attorneys. She has also worked as a summer analyst at Democracy Corps, a democratic "think-tank" founded by James Carville and Stanley Greenberg.

Ms. Tansill is admitted to practice in the District of Columbia and Arizona.

If appropriate expertise is not available within the scope of our practice, we will refer clients who require representation in the areas of real estate, corporate, litigation, labor and employment, communications, energy, international, white-collar criminal, environmental and federal legislative services to legal professionals with whom we regularly work and whom we recommend.

Contact Us:

Fred Tansill: (703) 847-1359
e-mail: fred@fredtansill.com

Brooke Tansill (703) 288-0126
e-mail: brooke@fredtansill.com

Cindy Brown (703) 288-0121
e-mail: cindy@fredtansill.com

Susan McLaurin (703) 288-0119
e-mail: susan@fredtansill.com

FAX: (703) 847-1357