Our professionals have deep technical knowledge of the US corporate and partnership tax rules and regulations and extensive experience in helping clients address the tax strategies and complexities associated with their investments. Whether you are on the buy-side or sell-side of a transaction or restructuring, we can help you.

What We Can Do For You.

Partnership Modeling

  • Structure the formation of a new partnership, or efficiently restructure an existing business into partnership form while managing the use of tax attributes and assessing the availability of tax exemptions.
  • Understand the income, loss, and distribution provisions of partnership agreements.
  • Model the impact of partnership distributions and reduce current tax liability through efficient tax basis recovery.
  • Structure compensation arrangements for partners and to incentivize management.
  • Model projected partnership taxable income and loss allocations, including targeted income allocations based on cash distribution waterfalls.
  • Choose the most appropriate method under section 704(c).
  • Maintain partnership section 704(b) and tax capital accounts and track partner outside basis.
  • Identify go-forward tax considerations and implement post-deal strategies.
  • Determine and potentially reduce the amount of gain taxed at ordinary rates upon the sale of a partnership interest.

Corporate / Blocker Modeling

For investors that require a blocked interest in the partnership, model the cash tax liabilities of the corporate partner, including calculating E&P, classifying distributions, tracking NOLs and other tax attributes, calculating interest expense limitations, and determining BEAT and FIRPTA implications.


Respond to legislative, executive, and judicial tax developments, including identifying strategic opportunities and managing risk.

Let’s work together.

You want an M&A tax expert who gets it. A commercially minded expert who understands deals, not just taxes. A partner who shares your drive for minimizing risk, maximizing value, and accelerating returns.

That’s Leo Berwick. The first call you make for any deal.