Law Offices of Mark Bernsley A Prof. Corp.

If you run a closely held business, we can help you get and keep it healthy, growing and profitable. We can help you define your goals and reach them by guiding entrepreneurs to create and grow profitable businesses and by protecting clients in important transactions and negotiating and documenting contracts to protect client interests.

If you have a dispute or problem with the Internal Revenue Service (IRS), the Franchise Tax Board (FTB), or the State Board of Equalization (SBE), we can help. Mark is a former IRS lawyer and knows the system. He knows how to deal with the tax agencies and how to use the courts when it’s in your best interest.

• Tax Law 
  â–º The clients' prior professional team planned a corporate restructuring and succession plan to transfer operating assets to a key employee tax-free. Delays by the attorney and accountant in implementing parts of the plan resulted in an IRS challenge to the tax-free nature of the transaction,and a determination that more than $1 million in taxes, penalties and interest was due. The matter was referred to Mark by a major international law firm. Mark tried the case before the United States Tax Court and obtained a decision that nothing was due from the clients. 
    
  â–º The clients, one of whom was a CPA, underwent an IRS tax audit of three years which they 
  were unable to resolve. Mark took their case to Tax Court and ultimately settled it for less than 
  20 percent of what the IRS claimed was due. 
    
  â–º A corporation, operating for years as a non-profit, had never qualified as a non-profit for 
  either state or IRS tax purposes, and never received a determination letter. Mark corrected their corporate records and obtained a favorable determination letter from the IRS for their tax exempt status. 
    
  â–º A couple sold their home many years after the husband had acted as general contractor in its original construction and after several remodels. Almost all records of the original cost of 
  construction were destroyed by water damage years before the sale. The Franchise Tax Board 
  did not accept the cost basis of the home as claimed on the tax return and asserted an increased gain and resulting tax. Mark fought the Franchise Tax Board and settled the case for about 10 percent of what the FTB originally claimed due. 
    
  â–º The IRS determined a deficiency in the client's taxes based primarily on challenges to 
  amounts reported for gross sales and cost of goods sold from their Schedule C business. The IRS claimed that almost $250,000, including penalties, was due. Mark brought the case to Tax Court and it ultimately settled for less than $25,000. 
    
  â–º Mark has helped numerous individuals correct prior erroneous tax returns. 
    
  Business Law 
  â–º Helped a group of lawyers determine the best way to combine their practice, guided their 
  negotiation of the terms of their arrangement, and then prepared the documents necessary to 
  memorialize their agreement and create the new entity. 
    
  â–º Retained by counsel in a family law dispute to analyze a contract and suggest strategic 
  litigation approaches. 
    
  â–º Resolved or provided the strategic approach for ultimately resolving numerous shareholder 
  and partner disputes. 
    
  â–º Served as outside general counsel to several closely held businesses, handling everything 
  from contracts to employee handbooks to acquisitions and dispositions of businesses or 
  divisions, to acquisitions, sales and leases of real estate. 
      For more examples of Mark's expertise, see Shaping Law.