Coby M. Hyman, J.D., LL.M., CTA

• Represent both purchasers and sellers in acquisitions involving closely held businesses taxed as S corporations
• Advised strategic acquisition clients on various federal and state tax issues associated with asset purchase transactions, including key negotiation tactics to avoid successor liability for state and local taxes, appropriate procedures to follow in order to ensure that the buyer secures a “tax clearance certificate” from state tax authorities, and purchase price allocation issues to both minimize state and local taxes and maximize future federal income tax deductions associated with the purchased assets
• Represent oil and gas companies in buying and selling businesses and mineral interests, including both operating interests and non-operating interests

• Designed creative tax-efficient structures for an onshore hedge funds to hold positions in leveraged bank loans and distressed debt positions in order to minimize “phantom income” accruals (under both OID rules and PFIC rules) to onshore investors and also maximize “tax deferral” opportunities and the potential to receive long-term capital gains tax treatment in connection with holding such investments
• Structured offshore fund’s the holding of numerous U.S. real estate investments through various swaps and other financial derivative in order to avoid the application of FIRPTA rules to offshore investors
• Established and implemented strict investment procedures for all debt investments to be made by offshore “master funds” in order to ensure that offshore investors would not be subject to taxation from “effectively connected income” for loans purchased from parties involved in direct lending and loan origination activities
• Designed and implemented various holding company structures for various U.S. debt and equity investments to be made by offshore master fund in order to take advantage of treaty benefits and thereby avoid subjecting offshore investors to U.S. withholding tax requirements
• Established an “insurance dedicated fund” (IDF) to enable onshore investors to make an indirect tax-deferred investment in various hedge funds through purchasing life insurance and annuity products eligible to make such investments
• Created various “blocker corporation” structures in order to enable tax-exempt pension fund investors to avoid the potential application of the “unrelated business taxable income” rules with respect to highly leveraged hedge funds investments

• Represent taxpayers before the IRS in negotiating the resolution of contested tax issues regarding whether salaries previously paid to owners/employees of S corporations constitute “reasonable compensation”
• Represented taxpayer in disputes with the IRS over various transfer pricing issues and whether the prices charged pursuant to cost sharing arrangements and intercompany agreements between related parties were deemed to be arms-length as required under section 482 of the Internal Revenue Code
• Represented taxpayer before the Texas Comptroller of Public Accounts in connection with the audit of taxpayer’s returns for Texas margin tax liability; negotiated a successful resolution of a dispute over the adjustments proposed by the Texas Comptroller related to the proper computation of the apportionment factor for purposes of determining Texas margin tax liability

• Developed and implemented tax planning strategies using numerous international structures while serving as a Director in the International Tax Services (“ITS”) practice group of PricewaterhouseCoopers, LLP, a big four public accounting firm
• Advised clients on holding company structures, foreign representative offices, and branches operations; advised U.S. parent companies on repatriation strategies for making distributions of earnings to U.S. parent from various foreign subsidiaries
• Structured outbound investment strategies to take advantage of tax treaty benefits, foreign tax credits, and numerous other facets of outbound business and investment
• Advised foreign persons and entities on the best structures for making investments and conducting operations in the U.S., with primary emphasis on FIRPTA tax planning with respect to inbound investments in real estate and oil and gas properties

• Negotiated the purchase of interests in oil and gas leases in order to maximize depletion and IDC deductions and also maximize after-tax proceeds expected to be received upon the buyer’s anticipated exit of such investment
• Negotiated sales and assignments of clients’ interests in oil and gas leases in order to achieve both the economic and the tax consequences desired by the client, with close attention paid to whether each client desired to exit his investment and whether the client desired to reserve an interest in the oil and gas lease following the transfer
• Implemented tax-deferred like-kind exchange transactions for clients with respect to a variety of interests in oil and gas properties

• Established and funded two different qualified plans for a large investment manager with over 100 employees, including both a 401(k) profit sharing plan and a defined benefit plan
• Drafted necessary amendments to numerous non-qualified deferred compensation plans for clients in order to ensure that such plans would be in compliance with Section 409A of the Internal Revenue Code as of the effective date of such legislation

• Designed and implemented succession plans for business owners and their families and provided advice with respect to ongoing strategies for minimizing estate and gift taxes
• Structured and drafted buy-sell agreements for various businesses in order to ensure management continuity, meet the cash flow needs of the business owners’ families, and create significant estate tax savings for the benefit of future generations
• Drafted estate planning devices, such as wills, family limited partnership (FLPs), grantor retained annuity trusts (GRAT)s, charitable remainder trusts, and life insurance trusts