Approach

Four house rules.

They are short because we mean them.

Numbers do the arguing.

An illustration, with invented numbers. A partner with $10 million of outside basis whose share of partnership liabilities falls from $20 million to $6 million in a recapitalization is treated under §752(b) as having received a $14 million distribution of money, and under §731(a)(1) recognizes gain to the extent that deemed distribution exceeds basis: $4 million. Nothing was sold; no cash moved. The tax treatment is the law's; the arithmetic is ours; the decision (whether to restructure the debt first) is the client's.

Item	Amount
Outside basis before	$10,000,000
Share of liabilities, before → after	$20,000,000 → $6,000,000
Deemed distribution, §752(b)	$14,000,000
Gain recognized, §731(a)(1)	$4,000,000

Seat by seat.

The GP, the rolling LP, the new money, the founder, the insurer buying the senior tranche: each is quoted a different price by the same structure. We write for the person in the chair, and we say plainly when a structure that is good for one seat is paid for by another.

A sketch, with round numbers. A fund holds a company worth $100 million with $40 million of tax basis and moves it into a continuation vehicle at that price. Three limited partners each own 10%. One cashes out, one rolls by contributing her interest under §721, and one is new money. Same company, same day, three different tax bills.

Seat	Cash-out LP	Rolling LP	New money
Value of the 10% seat	$10,000,000	$10,000,000	$10,000,000
Tax basis in the seat	$4,000,000	$4,000,000	$10,000,000
Gain recognized now	$6,000,000	$0	$0
Built-in gain that follows the seat, §704(c)	—	$6,000,000	$0
Federal tax now at 23.8%	$1,428,000	$0	$0
Basis in the new vehicle	—	$4,000,000	$10,000,000

Swipe sideways for the other seats.

Invented facts; federal rate only; assumes a §754 election is in place so the new money's $10 million of basis is respected inside the vehicle. If the roll is papered as a sale and reinvestment instead of a contribution, the middle column looks like the left one. That is the whole conversation, and it happens before signing.

Name the source.

We distinguish sourced facts, client inputs, assumptions, and illustrative calculations, and every sourced figure traces to a statute, a ruling, a filing, or a study. When the authorities disagree, both are cited and we say which we would rely on and why. "Generally" is not a citation.

End with a view.

Every memo has an "Our take." A survey of the authorities is research, and research is not advice. You are paying for the judgment, so you get it, in writing, at a stated level of comfort.

The quarterback

One adviser who sees the whole field.

Counsel, accountants, bankers, wealth advisers: we coordinate them so you do not have to

Working with your other advisers

We run the play; we do not replace the team.

A complex matter usually has five or six advisers on it: outside counsel, the audit firm, the investment bank, the wealth manager, the trust company, sometimes a second law firm for the other side. Each is good at its job, and the pieces still have to fit. Where the client wants it, and we agree the role at the outset, we take that seat: we help counsel, accountants, and bankers keep the tax analysis and the transaction economics aligned, keep one version of the numbers that everyone works from, flag the question the deal team has not asked yet, and bring the creative structure when the obvious one does not work. Your existing relationships stay in place; they get a quarterback.

How an engagement runs

Four steps, no surprises.

Step	What happens	What you receive
1	A short call. You describe the deal or the question; we say whether we are the right firm and how we would approach it.	A written scope, usually within two business days of the call; some matters need a short document review first.
2	We read the documents (LPA, term sheet, prior returns) and build the first cut of the model.	An issues list and a draft workbook for your CFO to test.
3	We write. The memo and the model are reconciled before either leaves the building.	The deliverable, in house format, with sources.
4	We stay on. Counsel, auditors, and investors will have questions; we answer them.	Follow-up within the agreed scope at the agreed rate; material scope changes confirmed in writing.

Swipe sideways for what you receive at each step.