Drafting, reviewing, and negotiating tax provisions in transaction documents, including tax representations and warranties, tax covenants, tax indemnification provisions, tax treatment provisions, purchase price allocations, partnership allocation provisions, complex distribution waterfalls, tax distribution provisions, tax contest procedures, profits interests, and other tax-related contractual provisions. Counseling high-net-worth and ultra-high-net-worth individuals, family offices, and emerging companies on transactional tax planning and business structuring, including Qualified Small Business Stock (QSBS) issues, Section 1031 exchanges, state and local tax matters, property tax matters, and charitable planning.