Stephen D. D. Hamilton



Stephen Hamilton assists clients with the tax aspects of major business transactions. He focuses on helping clients avoid tax pitfalls and finding creative and practical structural solutions to their tax problems. Steve also represents clients in tax controversy matters and in obtaining favorable IRS rulings and legislative and regulatory relief.

Mergers and Acquisitions

During mergers and acquisitions, Steve represents both buyers and sellers, including public companies, private equity funds and owners of closely held businesses, in numerous transactions every year. He has facilitated many substantial transactions by enabling parties to achieve significant tax savings with his tax-planning ideas. An imaginative problem solver, Steve is a go-to for clients’ most challenging tax problems.

Other Business Tax Matters

In addition to counseling on transactions, Steve has broad tax experience and has dealt with a wide range of issues over the years. He addresses tax issues relating to, among other things:

  • Regulated investment companies
  • Real estate investment trusts (REITs)
  • S corporations
  • Limited partnerships and limited liability companies
  • Formation and offerings of private equity funds
  • Restructurings and recapitalizations
  • Qualified small business stock
  • Consolidated returns
  • Preserving and utilizing net operating loss carryovers
  • Spinoffs, liquidations and other corporate restructurings
  • Executive compensation
  • Transfers and liquidations of partnership interests and workouts of partnership debt
  • Tax accounting issues
  • Employment taxes
  • Tax aspects of litigations and settlements

International Tax Aspects

Steve handles international tax matters for both domestic and foreign clients, dealing with multinational corporate acquisitions and restructurings, tax treaty and withholding tax issues, foreign tax credits, and planning for both inbound and outbound investment. He has advised clients on the federal income tax laws on controlled foreign corporations, passive foreign investment companies, international shipping income and foreign currency.

Regulated Investment Companies

Steve has extensive experience with the tax affairs of Regulated Investment Companies (RICs). He has provided tax advice and tax opinions in connection with transactions involving RICs, including mergers of existing portfolios and fund families, conversion of other investment entities into RICs, and liquidation of portfolios. He regularly advises on the special income, asset and distribution requirements that apply to RICs and methods of curing or mitigating the effects of inadvertent noncompliance. And he has experience with the additional requirements relevant to RICs designed for insurance company separate accounts for variable annuity and life insurance products.

State and Local Taxes

Steve has experience in state and local tax matters. He regularly handles the state and local tax aspects of merger and acquisition transactions and issues connected to entity formation and other structuring matters. His experience includes Pennsylvania and Philadelphia taxes in particular, but he has also dealt with a wide range of other taxing jurisdictions.


Bar Admissions

New York


Harvard Law School
J.D. magna cum laude, Harvard Law Review (1976)

Princeton University
A.B. in Mathematics, magna cum laude, Phi Beta Kappa (1973)

Insights & Events

Leadership & Community

Professional Associations

  • American Bar Association — Tax Section
  • Philadelphia Bar Association — Tax Section; Federal Tax Committee (Past Chairman)


  • Chambers USA — Pennsylvania, Tax, 2016-23
  • American College of Tax Counsel — Fellow
  • Best Lawyers® — Tax Law, 2003-24; Litigation and Controversy - Tax, 2011-24
  • Pennsylvania Super Lawyers — 2004-12
Awards Methodology
No aspect of these recognitions has been approved by the highest court of any state.
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