Firm news La Presa advised Trimontium on its $325 million capital solution for Authentic Restaurant Brands
Approach

Four house rules.

They are short because we mean them.

01

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.

ItemAmount
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
02

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.

03

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.

04

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.

StepWhat happensWhat you receive
1A short call. You describe the deal or the question; we say whether we are the right firm and what it will cost.A written scope and fee, usually within two business days of the call; some matters need a short document review before we can quote responsibly.
2We 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.
3We write. The memo and the model are reconciled before either leaves the building.The deliverable, in house format, with sources.
4We 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.