Tax and Estates. Practice Contacts. Related Practices. Practice Highlights

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1 Tax and Estates Our goal in the Tax and Estates Group is to help our clients determine the route that will reach their objectives with a minimum tax burden. Together with our colleagues in various practice groups throughout the firm, our lawyers work with clients to identify and execute the most tax-efficient solutions available for their unique needs. Business owners considering expansion or sale of their businesses, parties settling lawsuits, families establishing wealth transfer plans and estate administrators all rely on the significant experience of our lawyers across multiple tax disciplines to identify overlooked opportunities and creative solutions. As skilled listeners, we ask questions and carefully evaluate the needs of our clients in order to formulate effective tax savings strategies. Our lawyers are well-versed in several subdisciplines, hold advanced degrees, and have years of experience in both government and the private sector. This depth allows us to assist a range of clients, from management teams considering corporate transactions and families considering complex estate planning matters, to the personal representatives of an estate navigating challenging waters. We understand that the nuances of business transactions can be complex, and pride ourselves on our effective communication to provide clarity to our clients. We advise closely-held businesses, entrepreneurs, large corporations and their shareholders, non-profit and tax-exempt organizations, partnerships, limited liability companies, S corporations, trusts, estates, family offices and multi-generational families. We also regularly collaborate with private equity funds, investment bankers, financial, accounting and other professional advisors. Practice Contacts William C. Hussey, II, Chair husseyw@whiteandwilliams.com Related Practices Corporate and Securities Financial Restructuring and Bankruptcy Insurance Transactional and Regulatory International Real Estate Practice Highlights Tax planning for businesses and individuals Tax dispute resolution Wealth transfer and estate planning and administration We provide practical legal solutions related to: Business formation and choice of entity Taxable and tax-free mergers, acquisitions and divestitures Real estate transactions, including Section 1031 like-kind exchanges State and local tax planning International taxes, including investment structuring, treaty issues, and transfer pricing

2 Executive compensation, including non-qualified deferred compensation plans Charitable giving and tax-exempt organizations Individual estate and income tax planning Wills, trusts and elder law planning Estate and trust administration and probate litigation Tax dispute resolution TAX Our lawyers assist clients with issues including federal, state, local and international tax planning and the formation, operation and liquidation of various business entities. We stay abreast of the changing tax landscape and advise our clients accordingly, keeping their business interests at the forefront. Ultimately, our goal is to develop practical approaches that are consistent with individual and business objectives while reducing the overall tax burden whenever possible. Working closely with clients, their other professional advisors and lawyers in other disciplines at the firm, we structure and implement taxable and tax-free business and investment transactions involving individuals, corporations, partnerships, limited liability companies, S corporations, trusts and estates. Our business planning experience includes business entity transactional work, including formation, acquisition, mergers and disposition, transfers of businesses to succeeding generations as well as executive compensation across a variety of industries. We also employ experience in international business to advise on cross-border transactions as well as business and tax structures for U.S. investments abroad as well as foreign investment in the U.S. ESTATE PLANNING AND ADMINISTRATION Our lawyers guide individual clients and their families through all phases of estate and wealth transfer planning, accommodating long-term objectives while being sensitive to current needs. With sophisticated knowledge and understanding of federal and state taxation, we devise plans that allow for the passage of wealth and assets to later generations while minimizing the transfer tax burden. We counsel young families with early stage planning as well as those with significant assets, including the ultra-high net worth, and advise individuals on ownership succession for closely-held businesses both during lifetime and by testamentary devise. We take a collaborative approach to private wealth management, both in our internal structure and in our client relationships. Ensuring thoroughness and accessibility, each client is introduced to the appropriate lawyers and paralegals within the group to ensure that the client s needs are fully and timely addressed. Additionally, we regularly partner with our clients other professional advisors, including accountants and investment managers, to create highly tailored and tax-efficient plans unique to each client s specific needs and desires. As part of our estate planning practice, we have developed significant experience in the design and use of irrevocable life insurance trusts, qualified personal residence trusts, family limited partnerships and limited liability companies, charitable remainder trusts and private foundations, generation-skipping trusts, grantor retained annuity trusts, and

3 other sophisticated estate and income tax savings techniques. Our experience includes tax audits with the Internal Revenue Service and dealings with the Art Advisory Panel, Charities Bureau of the Attorney General s Office and various Surrogate Courts. DISPUTE RESOLUTION Our lawyers regularly represent clients before various administrative agencies and courts, including the Internal Revenue Service, U.S. Tax Court, state and local taxing authorities and numerous state probate tribunals. We have represented clients before the IRS and state taxing authorities in defending a variety of tax return positions. We also have successfully navigated the complex procedural issues presented by advance ruling requests, tax audits, administrative appeals, and tax litigation. In addition, we have significant experience in representing clients with offshore account disclosures, including the IRS Disclosure Programs and the state counterparts. Representative Matters Tax Worked with the owner of a privately held business in its acquisition by a private equity firm while deferring a significant portion of the owner s gain from the sale of such business Worked with a number of clients to qualify for and utilize state income tax credits to minimize their overall tax burden and improve the bottom line Worked with numerous board of directors and other business owners to create equity incentive compensation plans for key employees that provided significant income tax benefits, including deferral of the recognition of income Estate Planning and Administration Represented a family of a closely-held family business in designing the transfer of the business to the 5 th generation, by designing a transaction structured as a sale which did not yield income taxes and shifted ownership to the next generation without incidence of the gift tax Represented numerous clients in designing trusts and other arrangements for their family members that have special needs in order preserve assets, and allow the beneficiary to continue receiving the greatest level of support from other private and public sources Dispute Resolution Represented a family business in a multifaceted IRS audit that resulted in a settlement in U.S. Tax Court where the multi-million dollar assessment was substantially reduced. Resolved multiple IRS audits on issues ranging from R&D tax credits, hobby losses, and depreciation adjustments, often with little or no adjustments. Represented numerous clients in state and federal voluntary disclosure programs (including failing to report foreign bank accounts) avoiding hundreds of thousands in penalties, and reducing additional taxes and interest that would

4 otherwise be payable to taxing authorities Successfully represented a multi-state bank in administrative proceedings, as well as before state appellate courts including the state Supreme Court, challenging a state tax assessment of several hundred thousand dollars News Congratulations 2018 DE, NJ, NY and PA Super Lawyers and Rising Stars September 13, 2018 Best Lawyers Recognizes Twenty White and Williams Lawyers August 15, 2018 John Eagan Weighs In on Supreme Court Internet Sales Tax Decision Law360 June 25, 2018 Bridget La Rosa Joins New York City Office June 18, 2018 Congratulations 2017 DE, MA, NJ, NY and PA Super Lawyers and Rising Stars November 11, 2017 White and Williams Earns National "Best Law Firm" Rankings from US News November 1, 2017 Best Lawyers Recognizes Fifteen White and Williams Lawyers August 15, 2017 Bill Hussey Publishes LexisNexis Practice Guide: Pennsylvania Estate Planning January 27, 2017 White and Williams Earns Tier 1 Rankings from U.S. News "Best Law Firms" 2017 November 1, 2016 Congratulations 2016 DE, MA, NJ, NY and PA Super Lawyers and Rising Stars October 18, 2016 Best Lawyers Recognizes Twelve White and Williams Lawyers August 15, 2016 Kevin Koscil Quoted in Wall Street Journal Article on Estate Planning December 23, 2015 Congratulations 2014 DE, MA, NJ, NY and PA Super Lawyers and Rising Stars October 22, 2014 Congratulations 2013 New York Super Lawyers and Rising Stars Super Lawyers Magazine September 13, 2013

5 New York City Office Continues Growth with Tax Attorney John Eagan December 17, 2012 Coverage College 2011 Brings Over 500 Students Together for Fifth Annual Insurance Industry Event October 6, 2011 Growth in NYC and Boston Offices with Addition of New Lawyers October 2011 Publications Wayfair Update: United States Supreme Court Allows Sales Tax Collection on Internet Sales Tax Alert June 29, 2018 United States Supreme Court to Decide Internet Sales Tax Case Tax Alert May 24, 2018 New IRC Section 83(i) Introduces Election to Defer Tax on Certain Stock Options and RSUs Tax Alert May 8, 2018 IRS Announces Significant Changes to Offshore Account Disclosure Programs Tax Alert April 27, 2018 Taxation of Carried Interests: 2017 Tax Act and Supplemental Guidance Tax Alert April 24, Tax Act: Choice of Entity Tax Alert March 8, 2018 Key Considerations of the Qualified Business Income Deduction Tax Alert January 25, 2018 Deducting 2018 Real Property Taxes Prepaid in 2017 Comes with Caveats Tax Alert December 28, 2017 Substantive Federal Tax Changes Now a Reality Tax Alert December 22, Federal Tax Act - Business Tax Provisions Tax Alert December 21, Federal Tax Act - Pass-Through Entity Tax Provisions Tax Alert December 21, Federal Tax Act Individual Tax Provisions Tax Alert December 21, 2017

6 2017 Federal Tax Act International Tax Provisions Tax Alert December 21, 2017 Possible Real Estate and Use and Occupancy Tax Relief for Philadelphia Commercial and Industrial Property Owners Tax and Estates Alert September 5, 2017 Revised Common Level Ratios Provide Opportunity for Tax Savings Tax Alert June 26, 2017 Proposed "Tech Tax" Could Derail PA Start-Up Businesses Corporate and Securities Alert June 15, 2017 Pennsylvania Partnership and LLC Law Revised Spring 2017 Personal Representatives and Fiduciaries: Executors, Administrators and Trustees and Their Duties Tax and Estates Alert Proposed Federal Income Tax Reform Still a Guessing (and Waiting) Game The Temple 10-Q May 2, 2017 The Importance of Estate Planning: Where There's a Will, There's a Way Tax and Estates Alert April 24, 2017 Proposed Federal Income Tax Reform: Who Will the Winners and Losers Be? Tax and Estates Alert February 17, 2017 Planning Now: Possible Federal Transfer Tax Repeal The Legal Intelligencer February 14, Tax Return Filing Update Tax and Estates Alert January 17, 2017 The End of an Era for New Jersey Estate Tax: A Tax Cut Followed Closely by Repeal Tax and Estates Alert December 30, 2016 Philadelphia Revises Realty Transfer Tax Treatment of Acquired Real Estate Companies Real Estate Alert December 27, 2016 Executing Documents with Powers of Attorney and Confessions of Judgment in PA Just Got Easier Real Estate Alert October 25, 2016 School District of Philadelphia to Challenge Real Estate Tax Assessments Tax and Real Estate Alert September 30, 2016 In a Welcome Change, IRS Relaxes Section 83(b) Election Requirements Tax and Estates Alert August 23, 2016

7 IRS Reverses Position on "Bad Boy" Guarantees Tax and Finance Alert May 16, 2016 Bad Boy Guarantees Reviewed by the IRS Tax and Finance Alert March 22, 2016 Pennsylvania Eliminates Capital Stock and Foreign Franchise Tax Tax and Estates Alert February 16, 2016 LexisNexis Practice Guide: Pennsylvania Estate Planning 2016 Edition LexisNexis 2016 IRS Issues Interim Guidance for Foreign Bank and Financial Accounts Penalties; Congress Changes Deadline for Filing Tax Alert August 17, 2015 IRS Announces Changes to Estate Tax Closing Letter Procedures Tax and Estates Alert July 7, 2015 Marriage Equality Comes to All 50 States Tax and Estates Alert July 2, 2015 IRS Proposes Changes to the Tax Treatment of Certain M&A Costs for Consolidated Groups Tax and M&A Alert June 3, 2015 Estate Planning Opportunities as Interest Rates Rise (and While They re Still Low) Philadelphia Estate Planning Council May 7, 2015 Powers of Attorney: The Basics Tax and Estates Alert February 2, 2015 Marriage Equality in Pennsylvania - What Does it Mean for Same-sex Married Couples? Philadelphia Estate Planning Council September 11, 2014 IRS Introduces New Streamlined Filing Compliance Procedures for Offshore Accounts Tax Alert September 10, 2014 Federal Court Strikes Down Pennsylvania Ban on Same-Sex Marriages Tax and Estates Alert May 21, 2014 Comprehensive Tax Reform Plan Proposed By The GOP; President Releases Federal Budget Proposals For 2015 Tax Alert May 1, 2014 Internal Revenue Service Voluntary Disclosure of Offshore Accounts: Recent Developments Tax Alert April 4, 2014 U.S. Supreme Court: Severance Payments are Taxable as Wages for FICA Purposes Tax Alert April 1, 2014

8 New Legislation Affects Pennsylvania s Realty Transfer Tax Tax Alert December 12, 2013 Tax & Estate Planning Implications of the Supreme Court s DOMA Ruling Tax Alert November 6, 2013 A Majestic Departure: The Third Circuit Narrows Interpretation Of Property Of The Estate Based On Debtor s Lack Of Control Financial Restructuring and Bankruptcy Alert August 21, 2013 Business Tax Provisions of the American Taxpayer Relief Act of 2012 Tax and Estates Alert January 24, 2013 Estate and Gift Tax Provisions of the American Taxpayer Relief Act of 2012 Tax and Estates Alert January 24, 2013 Individual Tax Provisions of the American Taxpayer Relief Act of 2012 Tax and Estates Alert January 24, 2013 Happy New Year Indeed - Congress Passes Compromise Tax Legislation Tax Alert January 2, 2013 Client Alert A Strategy to Extend the 2012 Gift Tax Exemption Tax and Estates Alert December 11, 2012 The Election Results Are In: Tax Uncertainty Remains Tax and Estates Alert November 7, 2012 Deadline Looms for Philadelphia Real Estate Tax Relief July 2, Offshore Voluntary Disclosure Program Third Time s The Charm February 27, 2012 Change in Estate and Gift Rates February 27, 2012 Deadline January 17 for Report of Organizational Actions Affecting Basis of Securities Tax Alert January 16, 2012 Time May Be Running Out on Certain Estate Planning Opportunities December 29, 2011 How a Hong Kong Holding Company Can Benefit Foreign Enterprises Doing Business in China: Benefits to Seize and Pitfalls to Avoid China Business Alert December 6, 2011

9 Are Estate and Gift Tax Benefits In Jeopardy? October 12, 2011 Voluntary Worker Classification Settlement Program September 30, 2011 Asset Protection and Estate Planning: How the Federal Estate Tax Impacts Executives' Life Insurance Decisions Financial Planning: A Private Annuity Surprise Is Your Ilit Really a Grantor Trust? Tax Law: Court Tosses Federal Tax Statute Living Wills: The Necessity and Limitations of Advance Directives for Health Care and Medical Powers of Attorney Tax and Estates News Alert April Offshore Voluntary Disclosure Initiative March 10, 2011 Tax Relief Act of 2010 December 16, 2010 Legislative Update: Preliminary Agreement Reached on Income and Estate Tax Reform December 6, 2010 Qualifying Therapeutic Discovery Project Tax Credit (Part II) Tax Alert May 21, 2010 Qualifying Therapeutic Discovery Project Tax Credit Tax Alert May 2010 Tax Provisions in Healthcare Reform Legislation Tax and Estates News Alert April 2010 Year-End Tax Planning December 2009 The American Economic Recovery and Reinvestment Act: Latest IRS COBRA Guidance on Involuntary Termination April 7, 2009 The 2009 Stimulus Bill: Unveiling the Tax Breaks February 20, 2009 New Legislation Provides Retirement Plan Relief January 9, 2009 Considerations for Investors in Light of the Madoff Scandal December 17, 2008

10 Should your Business Perform a Liquidity Audit? Financial Restructuring and Bankruptcy Alert November 25, 2008 Final Code Section 409A Regulations Require Prompt Attention To All Nonqualified Deferred Compensation Arrangements To Preserve Tax Benefits May 29, 2007 Tax Alert: Chinese Tax Legislation To Unify Domestic and Foreign Corporate Tax Rates March 23, 2007 Events Primer on Probate New York City Bar Association March 28, 2018 Estate Planning Primer New York City Bar Association February 28, 2018 Federal Tax Reform: Current Proposals and Potential Winners and Losers Jackson, NJ June 12, 2017 Multistate Tax Update Jackson, NJ June 12, 2017 Estate Planning Primer New York City Bar Association May 22, 2017 Planning Techniques Using Grantor Trusts New York University School of Professional Studies Summer Institute in Taxation July 27, 2016 The Changing Landscape of Commercial Loan Documents Philadelphia, PA April 7, 2016 Introduction to the Probate Process and How to Avoid It New York City Bar Association April 4, 2016 How to Advise Your Trustee Client Inverness Counsel New York, NY November 5, 2015 Asset-Based Guide to Probate National Business Institute, King of Prussia, PA July 22, 2015 Executive Compensation Sections 409A and 280G: Selected Topics and Concepts Philadelphia, PA February 2, 2015 Estate Administration From Start to Finish National Business Institute, Philadelphia, PA April 28, 2014

11 What do Succession/Wealth Planning & NBA Basketball Have In Common? Planning and TEAM work! Philadelphia, PA January 16, 2014 Business Tax Planning Guide National Business Institute, Philadelphia, PA December 9, 2013 Legal and Tax Considerations When Selling a Company Business Tax Planning Guide, Philadelphia, PA December 9, 2013 The Probate Process from Start to Finish National Business Institute (Philadelphia, PA) August 12, 2013 Drafting Effective Wills and Trusts National Business Institute, Philadelphia, PA June 5, 2013 Limited Liability Companies National Business Institute, Philadelphia, PA April 25, 2013 Top Estate Planning Techniques National Business Institute (Philadelphia, PA) December 18, 2012 Tax Planning for Trusts and Estates National Business Institute, Philadelphia, PA August 13, 2012 What Every Real Estate Lawyer Needs To Know About Marcellus Shale Pennsylvania Bar Institute Real Estate Forum (Philadelphia, PA) December 8, 2011 Women's Financial and Health Demands - Answered NAWBO - Greater Philadelphia Chapter November 8, 2011 Avoiding Nightmares in Marcellus Shale Estate Planning Delaware County Estate Planning Council September 19, 2011 Tax Aspects of Loan Restructurings and Workouts 15th Annual Real Estate Forum, Pennsylvania Bar Institute December 13, 2010 Executive Compensation: Attracting and Retaining Key People in a Changing Economy (KYW Newsradio Event) October 20, 2010 IMN Distressed Commercial Real Estate Forum New York, NY October 13, 2010 Marcellus Shale Leasing and Tax Concerns Mansfield, PA October 2010 Tax Aspects of Loan Restructurings and Workouts Pennsylvania Bar Institute September 2010

12 IMN Distressed Properties and Real Estate Loan Workouts Forum New York, NY April 2010 Top 10 Estate Planning Techniques National Business Institute June 13, 2009 Deferred Consideration Payments in Acquisitions 14th Annual Business lawyers Institute, Pennsylvania Bar Institute November 2008 Riding the Wave of Foreign Investment: Strategies for Foreign Buyers, U.S. Sellers and Their Advisors June 13, 2008 Cases & Deals Cal Net Technology Merges With NexusTek August 7, 2018 J.E. Berkowitz Joins Consolidated Glass Holdings November 3, 2016 White and Williams Represents Cal Net Technology in Acquisition of IT Provider July 25, 2016 Boathouse Capital Completes Investment in Information and Advisory Services Firm February 24, 2016 White and Williams Represents Jordan Reses in Sale to Mitchell January 5, 2016 Business Lawyers Advise Tech Startup in Acquisition by AOL, Inc. December 1, 2014 White and Williams Represents Leading Specialty Nutriceutical Company in Sale July 28, 2014 HUB Parking Technology Strengthens Parking Business with Assist from White and Williams November 8, 2013 Seton Company Relies on Broad Experience of White and Williams August 31, 2011