Client Services / Tax / Cooperatives

Cooperatives

McDermott Will & Emery is one of the principal law firms in the United States providing legal services to cooperative organizations. We represent cooperatives engaged in the following:

  • Marketing of agricultural products (e.g., milk, grain, cotton, fruits and berries, livestock, etc.)
  • Wholesale distribution of such products as farm supplies, hardware, groceries, hospital supplies, etc.
  • Manufacturing
  • Transportation
  • Providing credit and other financial services (including insurance and brokerage)
  • Electricity
  • Telephone services
  • Housing

In addition, we have worked with many entities in the Farm Credit System.

While McDermott Will & Emery is a large firm and can provide a broad range of legal services to cooperative organizations, we have particular experience in the areas of federal and state income taxation, securities law, employee benefits, environmental law, mergers and acquisitions, antitrust, litigation, banking, commodities regulations, foreign sales corporations and general corporate issues.

FEDERAL INCOME TAXATION
Our lawyers have been active representing cooperatives involved in disputes with the Internal Revenue Service. The majority of the cases which we handle are resolved administratively—either with the revenue agent or a supervisor, at appeals, or in the National Office on technical advice or some other special procedure.

Our lawyers have represented cooperatives in court in the following federal tax cases: FS Services v. United States, 413 F.2d 548 (Ct., Cl. 1969); Associated Milk Producers, Inc., 68 T.C. 729 (1977); St. Louis Bank for Cooperatives v. United States, 624 F.2d 1041 (Ct. Cl. 1980), Ford-Iroquois FS, Inc., 74 T.C. 1213 (1980); Kingfisher Cooperative Elevator Association, 84 T.C. 600 (1985); Cotter & Company v. United States, 765 F.2d 1102 (CA FC 1985); Mississippi Chemical Corporation, 86 T.C. 627 (1986); Illinois Grain Corporation, 87 T.C. 435 (1986); Buckeye Countrymark, Inc., 103 T.C. 32 (1994); and Farm Credit Services of Northwest North Dakota, ACA, 70 T.C.M. 655 (1995).

Our Firm has also been active in assisting cooperative tax legislation. In conjunction with the National Council of Farmer Cooperatives, we assisted in obtaining "netting" legislation for cooperatives currently found in Section 1388(j) of the Internal Revenue Code and the cooperative provisions in the Foreign Sales Corporation legislation.

CORPORATE 
Some of the most valuable assistance we provide our cooperative clients is in planning and counseling. In addition to tax planning, the Firm handles a wide variety of corporate issues generally for our cooperative clients, such as questions involving mergers and acquisition, corporate shareholder relationships, voting structure, financing arrangements and member guarantees, handling of losses, licensing, patent and trademark issues, fiduciary duties of officers and directors, deferred compensation and other employee benefit issues, changes in corporate structure and re-incorporation. Our lawyers have helped cooperatives contemplating entering into new business activities to structure these activities in the best possible manner consistent with operating on a cooperative basis; we have also formed many new cooperative organizations.

TRADE ASSOCIATIONS 
In addition to our work with cooperatives across the United States, McDermott, Will & Emery also works with numerous trade associations which provide services to agricultural cooperatives and related organizations. These include the National Council of Farmer Cooperatives, the National Society of Accountants for Cooperatives, the National Cooperative Business Association and the National Rural Electric Cooperative Association.

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Tax Client Services

McDermott Will & Emery

McDermott Will and Emery