Elizabeth A. Young

My focus

Transactional Tax Experience

I started my legal career in the international tax department of one of the largest professional services firms in the world. There, I handled complex inbound and outbound tax planning and tax compliance for multinational clients, domestic and non-US corporations and private equity groups. This experience working with multidisciplinary teams supported and helped shape my approach to tax law—and ultimately gives me a unique perspective that our clients find valuable.

Today, I work with clients on state and federal tax matters, such as corporate and pass-through entity structuring, family-owned business structuring, transactional tax planning, including real estate transactions, and tax controversy.

Tax Credit Finance

Drawing on my past experience, I work with clients to structure complex community development transactions involving the federal new markets tax credits (NMTC), historic rehabilitation tax credits (HTC) and renewable energy (solar) tax credits. These tax credits are leveraged to rehabilitate and preserve historic structures, install vital businesses, such as health care facilities and schools, in underserved areas of our communities, and develop renewable energy projects like solar facilities. I also work with my colleagues to analyze financial models, draft and issue tax opinion letters, and craft letter ruling requests necessary to close these transactions.

Tax-Exempt Organizations

In addition to providing transactional income tax advice, I guide tax-exempt organizations with the formation process, and help these organizations obtain and maintain tax-exempt status. I also handle Form 990 reporting and disclosures, advise on sound governance policies, unrelated business taxable income (UBTI) issues, for-profit/tax-exempt entity structuring and compliance with regulations governing lobbying and political activities.

Private Equity Tax Experience

I work with US and non-US private equity funds and funds-of-funds on tax structuring, in order to minimize taxation of US tax-exempt, US government and non-US investors. I also provide structuring advice to fund managers, including carried interest and publicly-traded partnership analyses, and structuring and reporting considerations for non-US investments. Of late, I have been advising clients on implementation of the recently-released IRS partnership audit guidance. Much of my work involves structuring partnership transactions and drafting tax provisions of partnership agreements and offering materials. I have also provided advice on corporate transactions, including tax-free reorganizations and spin-offs, co-investments, and taxable sales.

Looking ahead

As a DC practitioner, I am uniquely connected to those who draft the tax laws and regulations that affect pass-through entities and tax-exempt organizations—essentially, our real estate industry clients. Going forward, I expect that we look increasingly to partnerships between investors and nonprofit organizations—both tax-exempt organizations and governmental entities—to be part of our community development solutions. I am also hopeful that the Opportunity Zone incentive will provide a new, unique source of investment for certain projects. With these partnerships, we will continue to create unique, innovative ways to support sustainable development and preservation across industry sectors.

In the private equity industry, I expect a continued willingness of funds to invest in portfolio companies taxed as partnerships, using alternative investment vehicles in limited situations. I also expect the trend of US tax-exempts willing to invest in tax partnerships without going through a blocker entity to continue. I expect funds will continue to be concerned about compliance with management fee offset regulations. In these uncertain times, I will also continue to monitor developments involving carried interest legislation, partnership debt allocations, and partnership audits.

Insights

• “NMTC Loan Funds Structuring: Plenty of Options,” Novogradac 23rd Annual New Markets Tax Credit Conference, San Diego, CA, January 19, 2023
• “How it Plays Out: Sophisticated Tax, Legal, and Accounting Issues in Year 15 (Pt II),” IPED’s 2022 Tax Credit Property Dispositions Conference, Philadelphia, PA, July 28, 2022
• “Sophisticated Tax, Legal, & Accounting Issues in Year 1 that Impact Closing Affecting Year 15 (Pt I),” IPED’s 2022 Tax Credit Property Dispositions Conference, Philadelphia, PA, July 28, 2022
• “What’s Hot on the Tax Side of the Historic Tax Credit?,” IPED’s Historic Tax Credit Summit, Washington, DC, June 16, 2022
• “Structuring Your Deal & Projections,” CohnReznick 20th Annual New Markets Tax Credit Summit: Pre-Conference Workshop, May 17, 2021
• “The Land of Opportunity Zones,” 2019 NMTC Summit, Miami, FL, May 15, 2019
• “Structuring a Rev Proc Compliant Deal,” Annual Historic Tax Credit Summit, Washington, D.C., June 20, 2019