Related Practice Areas
Professional Experience
Matthew E. Foreman co-chairs FRB’s Taxation Practice Group and provides counsel on a broad array of transactional tax matters in various contexts, including taxable and tax-free combinations, mergers, sales, acquisitions, and divisive reorganizations. Frequent examples include acquisitive mergers and acquisitions (various forms of Type A, B, and C) including cross-border acquisitive reorganizations and reorganizations involving highly regulated industries (e.g., Registered Investment Advisors). He also has significant experience with divisive reorganizations for partnerships focused on dividing large real estate portfolios, and with corporate Type D reorganizations and spin-offs under I.R.C. § 355, particularly in the manufacturing and software development industries. He advises clients on single-company reorganizations (Type F) in a variety of contexts and the creation and implementation of profits interests to incentivize employees under Rev. Proc. 93-27 and Rev. Proc. 2001-43. Matt has substantial experience advising on a variety of cross-border tax issues, such as whether there is a Permanent Establishment; issues relating to residency and sourcing for clients who live and work in multiple countries; and the income tax consequences of cross-border mergers and business expansion.
Matt drafts a myriad of transaction documents, including equity and asset purchase agreements, operating agreements (LLC and partnership) for joint ventures, equity rollover agreements, and tax sharing or receivable agreements. He designs and implements tax-efficient structures for domestic businesses to expand abroad and invest in foreign joint ventures. Matt drafts tax memoranda and formal tax opinions on a variety of subjects, including tax-free reorganizations (both corporate and partnership), tax-efficient return of capital to owners, and Qualified Small Business Stock (QSBS).
He represents clients before the Internal Revenue Service and various state tax agencies on a variety of income and sales tax audits, focusing on issues with state residency, passive activity (I.R.C. § 469) and at-risk (I.R.C. § 465) loss limitation rules, and cross-border residency and sourcing issues. He assists clients with entering into payment agreements, Voluntary Disclosure programs, and Offers in Compromise (OIC) with the IRS and state tax agencies, as well as requesting Private Letter Rulings for clients on a variety of issues.
Matt started his career at Big 4 accounting firms where he advised Fortune 500 companies on a variety of tax matters. He is active in the New York City Bar Association, where he is a member (and former Secretary) of the State and Local Tax Committee, as well as a member of the Emerging Companies and Venture Capital Committee. He is a Board Member and volunteers as a Helpline Volunteer with Savvy Ladies, a 501(c)(3) non-profit organization that brings financial planning education to women.
Matt also hosts FRB’s podcast How Tax Works, where he attempts to unravel the complexities of tax law.
Education
- New York University School of Law, Master of Laws, Taxation
- Penn State Dickinson School of Law, J.D.
- State University of New York at Albany, B.S., Business Administration, concentration in Finance, cum laude
Bar Admissions
- State of New York
- State of New Jersey
- United States Tax Court
Professional Affiliations
- New York City Bar Association, Member (2013-Present) and Secretary (2020-2025), State and Local Tax Committee
- New York City Bar Association, Member, Emerging Companies and Venture Capital Committee
- New York State Bar Association, Tax Section
- Savvy Ladies, Inc., a 501(c)(3) non-profit organization that brings financial planning education to women, Board Member and Helpline Volunteer
Honors & Awards
- Selected to New York Metro Super Lawyers: 2020-2025; Selected to New York Metro Super Lawyers Rising Stars: 2018-2019
Related Publications
- Unrelated Business Taxable Income – How Tax Works
- Consequences Regarding USPS Postmark and Mailing Practices for IRS Mailing
- Substance Versus Form, Part II: The Step Transaction Doctrine – How Tax Works
- Substance Versus Form, Part I: The Economic Substance Doctrine – How Tax Works
- Stock Sales Taxed as Asset Sales – How Tax Works
- Common Mistakes and Misconceptions Regarding Qualified Small Business Stock (QSBS) Under Section 1202 – How Tax Works
- Allocations Under IRC 704(c) – How Tax Works
- Offers in Compromise (OIC) – How Tax Works
- Payment Plans and Penalty Abatement – How Tax Works
- What You Should Do If Your Audit Goes Poorly and You Need to Litigate? – How Tax Works
- Can I Deduct the Money That I Sent to (or Was Stolen by) a Scammer?
- If You Win the Lottery, the First Thing You Should Do Is… Call a Tax Lawyer? – How Tax Works
- IRS Releases Revenue Procedure 2025-28 Providing Guidance on Electing to Accelerate Deduct R&E Under Section 174
- Grouping and Separate Activities Under Section 469 of the Internal Revenue Code – How Tax Works
- The Installment Method Under Section 453 of Internal Revenue Code – How Tax Works
- Can AI Replace Tax Lawyers? (Part II) – How Tax Works
- Can AI Replace Tax Lawyers? (Part I) – How Tax Works
- Register for the Advanced Tax Strategy Series with Matthew Foreman
- CLIENT ALERT: Tax Changes Under the One Big Beautiful Bill Act
- Famous and Important Tax Cases: Part I – How Tax Works
- Family Offices – How Tax Works
- F Reorgs Redux – How Tax Works
- ABCs of A, B, and C Reorganizations – How Tax Works
- Partnership Divisions – How Tax Works
- Divisive Reorganizations – How Tax Works
- What the F is an F Reorg? – How Tax Works
- Join FRB Partner Matthew E. Foreman for the “Bobbleheads, Baseballs, and Beanie Babies: The Taxation of Collectibles” (1.0 Credit CPE/CE for IRS Enrolled Agents)
- Golden Parachutes – How Tax Works
- Why Foreign Persons Probably Shouldn’t Own LLCs – How Tax Works
- Why, for Tax Reasons, You Should Buy a Professional Sports Team – How Tax Works
- Qualified Small Business Stock (IRC 1202): Part III – How Tax Works
- Understanding the Tax Implications of Prediction Market Winnings
- Qualified Small Business Stock (IRC 1202): Part II – How Tax Works
- Qualified Small Business Stock (IRC 1202): Part I – How Tax Works
- Questions People Ask Tax Lawyers at Weddings – How Tax Works
- Tax Issues with Divorce – How Tax Works
- At Risk Limitations under IRC 465 – How Tax Works
- Passive Activity Losses and Credit Limitations under IRC 469 – How Tax Works
- Falcon Rappaport & Berkman Ranked in Chambers Regional Spotlight 2025
- Self-employment Tax on Partners, Net Investment Income Tax, and Soroban Capital Partners LP v. Comm’r (Part II) – How Tax Works
- Self-employment Tax on Partners, Net Investment Income Tax, and Soroban Capital Partners LP v. Comm’r (Part I) – How Tax Works
- Twenty-Three FRB Attorneys Selected to 2024 New York Metro Super Lawyers and Rising Stars List
- No Tax on Tips: Pragmatic Tax Proposal or Populist Tax Policy Nightmare?
- Tax Consequences of Forming, Selling, and Dissolving Partnerships and Disregarded Entities (Rev. Ruls. 99-5 and 99-6) – How Tax Works
- Various State and Local Income Tax Issues – How Tax Works
- Convertible Debt and SAFEs – How Tax Works
- Profits Interests, Promotes, and How to Structure Equity-based Compensation – How Tax Works
- Navigating Crypto Taxes with Matthew Foreman of How Tax Works
- Deductibility of Cryptocurrency Losses: Active Trade or Business Analysis
- Equity-based Compensation and 83(b) Elections – How Tax Works
- Ordinary & Necessary Business Expenses: Examples and What Not to Do – How Tax Works
- Ordinary & Necessary Business Expenses: IRC 162 and 212 – How Tax Works
- Navigating IRS Penalties: The Impact of Farhy v. Commissioner on U.S. Taxpayers
- Residency – How Tax Works
- Sales and Use Tax – How Tax Works
- Entity Selection – How Tax Works
- Cannabis Rescheduling – A Look Towards the Future of the Industry
- For Tax Purposes, Are Limited Partners Really Limited Partners?
- IRS Announces Audits of Business Jet Usage as Part of Larger Effort to Target High-Income Taxpayers
- FRB Expands Taxation Practice Group, Elevates Andrew Gradman and Matthew Foreman to Co-Chairs
- Digital Assets Reporting Requirements Under Section 6050I
- IRS Announces Voluntary Disclosure Program for Employee Retention Credit (ERC)
- Initial Tax Relief for NYC Cannabis Businesses – Is More to Come?
- Employee Retention Credit Alert: Navigating the IRS’s New Withdrawal Process
- Fourteen FRB Attorneys Selected to 2023 New York Metro Super Lawyers and Rising Stars List
- Treasury and IRS Propose Regulations Requiring Brokers to Report Exchanges of Digital Assets and Withholding on Certain Payments
- IRS Clarifies the Tax Treatment for Proof of Staking Validation Rewards