MTO has a broad and active taxation practice, which is loosely divided into the following areas. Most of our tax lawyers practice in more than one of these areas:

Transactional
The transactional tax practice focuses primarily on the structuring and taxation aspects of mergers and acquisitions, joint ventures (including LLCs and partnerships), real estate transactions (including REIT and UPREIT transactions), venture capital and LBO transactions, and financial instruments. MTO's transactional tax lawyers are viewed by their colleagues and by themselves as business lawyers first and as tax lawyers second. As a result, the transactional tax practice is well integrated with the firm's general Corporate and Real Estate practices, and MTO's tax lawyers often have the opportunity to handle the non-tax, general corporate aspects of transactions. This integrated approach, along with broad experience, sets us apart in our ability to handle some of the most cutting edge tax issues and structures of the day. See Select Transactional Tax Clients and Matters. For more information contact Robert Johnson at (213) 683-9109, Stephen Rose at (213) 683-9268, David Goldman at (213) 683-9291, or Jay Ghiya at (213) 683-9218.

Executive Compensation and Employee Benefits
The executive compensation and employee benefits tax practice includes representation of a variety of companies, key executives, and management consultants in connection with employment agreements, non-qualified executive compensation plans, stock and stock option plans, qualified retirement plans (including pension plans, profit sharing plans, 401(k) plans, and ESOPs), ERISA employee benefit matters, and "golden parachute" issues. MTO's executive compensation and employee benefits tax lawyers play an important role in the transactional tax practice, giving advice regarding the executive compensation and employee benefits issues involved in those transactions. See Select Executive Compensation and Employee Benefits Clients. For more information contact Robert Johnson at (213) 683-9109, Stephen Rose at (213) 683-9268, or Steven Guise at (213) 683-9117.

Estate Planning
The estate planning tax practice involves representation of wealthy individuals and their businesses in connection with the minimization of the estate tax, gift tax, and generation skipping transfer tax burdens. The estate planning tax practice involves utilization of sophisticated estate planning and valuation planning techniques, including family limited partnerships, sales to defective grantor trusts, grantor retained annuity trusts, personal residence trusts, dynasty trusts, charitable remainder trusts, charitable lead trusts, and private foundations. MTO's estate planning tax lawyers also advise their clients on a broad range of personal legal matters. For more information contact Steven Guise at (213) 683-9117 or Richard Esbenshade at (213) 683-9143.

Exempt Organizations
The exempt organization tax practice involves the representation of hospitals, charities (including both public charities and private foundations), and educational institutions. The exempt organization tax practice involves formation of tax exempt organizations, and continuing advice on matters involving those organizations, including the California non-profit corporation law and the taxation of tax-exempt organizations. In many cases, MTO's exempt organization tax lawyers serve as general counsel to the tax exempt organizations that they represent dealing with all legal issues raised by those organizations. For more information contact Steven Guise at (213) 683-9117 or Jay Ghiya at (213) 683-9218.

Tax Controversy
The tax controversy and tax litigation practice involves representation of businesses and individuals in disputes with Federal, State, and local taxing authorities at the administrative level and in litigation. The issues involved in these disputes are quite varied and can range from a simple issue handled by a single tax lawyer to very complex matters involving an interdisciplinary team of MTO tax lawyers and litigation lawyers.  For more information contact Robert Johnson at (213) 683-9109 or Stephen Rose at (213) 683-9268.

Outside Activities
In addition to their legal practices, MTO's tax lawyers are actively involved in a wide variety of outside professional and community activities. Our tax lawyers are nationally recognized experts in their fields who regularly speak at major tax institutes and comment on proposed regulations and legislation. In fact, we encourage even our newest tax lawyers to get involved in writing articles, lecturing at seminars, and participating in the professional activities of the local, state, and national bar associations. Our tax lawyers have served as the chair of the Taxation Section of the State Bar of California and the chair of the Taxation Section of the Los Angeles County Bar Association, and several of our lawyers have served as the chairs of various substantive tax committees of both organizations. One of our tax lawyers is an adjunct professor of taxation law at the University of Southern California Law School. Another of our tax lawyers has served as the Secretary and General Counsel of The Music Center of Los Angeles County. Lastly, one of our tax lawyers is a co-founder and past chair of the Fair Housing Congress of Southern California (a coalition of fair housing and human relations councils).

 
Select Transactional Tax Clients and Matters

Representative transactional tax practice clients and matters include:

• Berkshire Hathaway Inc. (both tax-free and taxable corporate acquisitions, SQUARZ investment units, notes exchangeable into common stock, eurocurrency notes and public financings)
• City National Bank (tax-free and taxable corporate acquisitions, REIT subsidiary transactions)
• Cook Inlet Region Inc. (corporate acquisitions, dispositions and joint ventures, including complex joint ventures to invest in PCS communications licenses)
• Countrywide Financial Corporation  and Countrywide Home Loans (various public financings)
• Edison Capital (a subsidiary of Edison International) (various tax-advantaged investments and restructurings)
• KB Home (corporate acquisitions, joint ventures and public financings)
• NBC Universal (and a number of affiliates) (formation of Vivendi Universal Entertainment, merger of NBC and Universal, corporate mergers and acquisitions, numerous joint ventures involving entertainment properties, including film and record label deals)
• Oaktree Capital (corporate acquisitions, general matters, structuring matters, portfolio company representation)
• The Price Group (REIT transactions and related transactions)
• Rustic Canyon (private equity, and venture capital fund structuring)
• The Yucaipa Companies (venture capital and other private equity fund transactions, and corporate acquisitions and spin-offs)

 
Select Executive Compensation and Employee Benefits Clients

Representative executive compensation and employee benefits clients include:

• ARCO
  
• Avery Dennison
  
• Bausch & Lomb
  
• Berkshire Hathaway
  
• Cook Inlet Region Inc.
  
• Dayton Hudson
  
• Equitable
  
• General Dynamics
  
• H.F. Ahmanson & Co.
  
• KB Home
  
• Korn/Ferry International
  
• Mattel
  
• Mellon Bank
  
• M Financial Group
  
• Mullin Consulting Inc.
  
• Northrop Grumman
  
• Occidental Petroleum
  
• Pacific Mutual
  
• Southwestern Bell
  
• Tenet Healthcare
  
• Times Mirror
  
• Universal Studios
  
• Unocal
  
• Vons Companies, Inc.
  
• William M. Mercer, Incorporated