Robert Browning

Collaborative, strategic tax counsel across global and domestic jurisdictions

Robert Browning develops and implements creative and practical solutions to complex tax problems for individual and corporate clients of all sizes on federal, state, local and international tax matters, including regularly representing them before the IRS, state taxing authorities and in U.S. Tax Court.

Working closely with accountants and other advisors to his clients, he counsels on tax provisions in asset acquisitions, stock acquisitions, transfers of LLC membership interests and overall deal structure, always with an eye on tax-saving strategies.

Rob also represents private equity funds in the formation and management of investment vehicles, and counsels private sponsors in secondary transactions.

Rob represents public and private companies, private equity funds and private sponsors in an array of industries including: 

• Emerging businesses
• Complex real estate transactions
• Formation and management of investment vehicles 
• Renewable energy and low-income housing tax credits
• Real estate investment trusts (REIT) and real estate mortgage investment conduits (REMIC)

• Provides newly emerging businesses with strategies for growth, governance and structure, including choice of entity. Continues to advise them in later stages on issues such as mergers and acquisitions, dissolution and valuation analysis.
• Advises both real estate investors and developers on transactions involving historic, renewable energy and low-income housing tax credits. Rob also has extensive experience representing REITs.
• Guides municipalities and other organizations on tax-exempt bond issuances, handling due diligence matters and IRS filings.
• Helps with complex tax and wealth planning, estate planning and trust administration matters, including developing solutions and structures to address the complex tax issues of high-net-worth clients.

• Represented manufacturer of specialty home furnishings in its acquisition for $65 million in cash and equity by a leading brand aggregator in numerous different consumer products spaces. Also provided counsel on employment, employee benefits, tax, patent and intellectual property aspects of the transaction.
• Represented a group of investors in a multi-million-dollar private offering and acquisition of a controlling interest in a leading U.S. dog daycare franchisor. Handled investment documentation for private offering by buyer entity, operative documents for the acquisition and conduct of due diligence.
• Advised client on energy tax credits for solar project, including providing advice on the acceptable use of funds, operational requirements and how to qualify the project for federal energy tax credits.
• Secured dismissal on all counts in IRS Tax Court of a long-standing dispute regarding characterization of investment in a series of medical facilities as passive income. The client, a physician, potentially would have owed in excess of $1 million.
• Represented a family pharmacy that specialized in compounding, human fertility drugs and hormone replacement therapy in its sale to a buyer whose tax structure required completion of a tax-free reorganization of the client's business prior to closing. The transaction also involved complicated tax and dividend issues regarding the majority shareholder's redemption of shares in the holding company that owned the pharmacy prior to closing.
• Represented client in a recapitalization transaction that included the client's holding company and all of its affiliates.