Stephen D. D. Hamilton assists clients with the tax aspects of major business transactions. He focuses on helping clients avoid tax pitfalls and finding creative and practical structural solutions to their tax problems.
Steve’s practice includes mergers and acquisitions, representing both buyers and sellers, both public companies and owners of closely held businesses, in numerous transactions every year. He has facilitated many substantial transactions by enabling the parties to achieve significant tax savings with his tax planning ideas.
In his corporate tax planning practice, he advises clients on issues relating to consolidated returns, the preservation and utilization of net operating loss carryovers, spinoffs, liquidations and other corporate restructurings, executive compensation, real estate investment trusts and Pennsylvania corporate taxes.
He regularly deals with tax concerns of regulated investment companies. Steve has also assisted many clients with respect to the tax aspects of closely-held corporations, including S corporation issues.
He also works with clients on the formation and offerings of private equity funds and other limited partnerships, the preparation and negotiation of limited partnership and joint venture agreements, limited liability companies, structuring of New Markets Tax Credit transactions, like-kind exchanges, sale-leasebacks and tax planning in connection with transfers and liquidations of partnership interests and workouts of partnership debt.
Steve handles international tax matters for both domestic and foreign clients, dealing with multinational corporate acquisitions and restructurings, tax treaty and withholding tax issues, foreign tax credits and planning for both inbound and outbound investment.
He also has experience in state and local tax matters. He regularly deals with state and local tax planning and tax due diligence in connection with mergers and acquisitions transactions and issues connected to entity formation and other structuring matters.
His experience includes Pennsylvania and Philadelphia taxes in particular, but he has also dealt with a wide range of other taxing jurisdictions.
Steve’s practice also encompasses the treatment of debt, tax accounting, employment taxes and tax aspects of litigation. He represents clients in obtaining rulings, legislative and regulatory relief.
International Tax Planning : Steve has worked for both domestic and foreign clients, dealing with multinational corporate acquisitions and restructurings, tax treaty and withholding tax issues, foreign tax credits and planning for both inbound and outbound investment. He has advised clients regarding the federal income tax laws on controlled foreign corporations, passive foreign investment companies and foreign currency. He serves as U.S. tax counsel to the world’s second largest cruise line company.
State and Local Taxes : Steve regularly deals with state and local tax planning and tax due diligence in connection with mergers and acquisitions transactions. He also deals with such issues in connection with entity formation and other structuring matters. His experience includes Pennsylvania and Philadelphia taxes in particular, but he has also dealt with a wide range of other taxing jurisdictions.
Tax Litigation : Steve has handled many tax controversy matters, representing clients in disputes with the Internal Revenue Service, the Pennsylvania Department of Revenue and the Philadelphia Department of Revenue, and appearing in courts including the U.S. Third Circuit Court of Appeals. He has a track record of achieving excellent results for his clients in cases involving a wide range of subjects, including net operating loss carryovers, debt discharge income, purchase price allocation, research tax credits, executive compensation, theft loss deductions, hobby loss issues, estate tax valuation of closely held companies, charitable contributions, payroll withholding taxes, aircraft fuels, cruise line passenger and coal excise taxes, Pennsylvania income, realty transfer and sales and use taxes, and Philadelphia and other local business privilege, net profits and property taxes.
- Harvard Law School, J.D., 1976, magna cum laude, Harvard Law Review
- Princeton University, A.B., Mathematics, 1973, magna cum laude, Phi Beta Kappa
Bar Admissions : New York, Pennsylvania
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