The Legal 500

Cadwalader, Wickersham & Taft LLP’s New York and Washington DC-based tax practice covers the full range of asset classes and has an extraordinary understanding of the competitive landscape. The market-leading practice in domestic and cross-border structured products is notable for its versatility in representing both participants of both the sell and buy side, and for its innovative tax-efficient M&A structured work. The firm recently acted for Bank of America Merrill Lynch in a number of deals, including in connection with a $410m collateralized loan obligation (CLO) transaction. Other major active clients include ISDA, Goldman Sachs, Morgan Stanley, Barclays, JPMorgan Chase, BNP Paribas, Deutsche Bank. Garry Silverstein, for his expertise in complex and innovative securitization, and David Miller are both highly recommended.

Cleary Gottlieb Steen & Hamilton LLP’s ‘world-class tax department’ in New York continues to be unanimously praised as a global market leader in financial products, in particular in derivatives and securitization. The firm regularly advises major financial institutions, private equity firms and industry associations, demonstrating depth of expertise in many aspects of structured finance and tax planning matters. The ‘very bright, thoughtful’ and ‘well plugged into current IRS developments’ Erika Nijenhuis currently advises several major investment banks including Citigroup, Goldman Sachs, Deutsche Bank, Bank of America, Barclays and JPMorgan; She advises on tax issues related to credit default swaps, convertible bonds, mandatory convertible securities, currently structured notes, collateralized loan obligations, hybrid debt securities and other highly complex derivative transactions. James Duncan, one of the ‘best tax lawyer in the business’, recommended not only for his technical skills but equally for his ‘good business sense’, advised SABMiller on tax aspects of its $12.3bn acquisition of Foster’s Group and related credit facilities and bond offerings. Yaron Reich and William McRae are also recommended.

Headed by Richard Catalano, Clifford Chance’s tax group is distinguished by its strong presence and depth in a broad range of practice areas, such as CLOs, derivatives, commercial real estate, distressed investing, and by its market leadership in the insurance area. The growing team in New York has a very deep practice in the commercial loan/CLO space, representing a variety of clients including Credit Suisse Asset Management, New York Life Investment Management, Allianz and TCW. The group has also attracted an increasing stream of work related to asset classes that were active at pre-credit crisis, and are now resurgent. The highly recommended Donald Carden recently acted for, in the commercial real estate space, a complex real estate mortgages investment conduits (REMIC) securitization transaction for North Star Realty Finance. Avrohom Gelber, along with Philip Wagman, recently completed highly complex restructuring work for Citigroup, involving over 600 subsidiaries in 47 countries. Wagman has been recently appointed as member of the executive committee of the tax section of the New York State Bar Association.

Davis Polk & Wardwell LLP’s ‘top tax department’ has an established reputation for its ability to develop sophisticated and innovative financial products. Avishai Shachar heads the tax practice in New York, and in 2012 advised on several landmark transactions involving substantial cross-border and international tax expertise. Highlights included advising CNOOC, China’s largest producer of offshore crude oil and natural gas, on its $15.1bn acquisition of Nexen. The firm also acted for Daikin, a Japanese global leader in HVAC (heating, ventilating and air conditioning) products, on its $3.7bn merger with Goodman Global, involving a complex set of tax provisions. Other major active clients include Aetna, Comcast, Ford Motor, Citigroup, PepsiCo, Quicksilver, Roche, Credit Suisse, San Antonio international, UBS, and The Royal Bank of Scotland. Po Sit is also recommended for his work in derivatives products, partnership and M&A.

Shearman & Sterling LLP’s tax group is co-headed by Laurence Bambino in New York and Michael Shulman in Washington DC. The group provides cross-border and domestic advice in M&A, bond and note offerings, securitization, debt-equity swaps, distressed loan transactions, hedge funds, real estate investment trusts (REIT) and other financial products. The group is consistently recognized for its cross-border reach and expertise in the development of groundbreaking new products from the tax perspective, in particular securitization structures. Craig Gibian, who is recommended for REMIC, development and implementation of a variety of financial products, recently represented the Ardagh Group, a global leader in rigid packaging solution for the food industry, in its $880m acquisition of Anchor Glass Container. Major active clients include Bank of America Merrill Lynch, Bank of Tokyo, Barclays, Citi, Credit Suisse, Deutsche Bank, General Electric, Morgan Stanley, Viacom and Wells Fargo.

Skadden, Arps, Slate, Meagher & Flom LLP’s tax group is primarily based in Chicago and New York, and is headed by David Poster in the firm’s Chicago office. Polster is also recommended for partnership transactions, M&A, REIT and regulated investment companies (RIC). The group advises investment banks, investment managers, blue-chip corporates raising capital, and private equity partnerships. It is widely recognized for its substantive tax knowledge in all types of securitization, debt issuance and REITs. Matthew Rosen and Eric Sensenbrenner advised Yahoo! in the largest ever M&A transaction between a US and a Chinese company, valued at $7.1bn. Victor Hollender, recommended for derivative transactions, recently acted for leading global brewer Anheuser-Busch with its $20.1bn acquisition of the remaining stake of Grupo Modelo, Mexico’s leading beer producer, distributor and marketer. Kirk Wallace is recommended for his expertise in financial products development and complex derivatives.

Sullivan & Cromwell LLP’s New York tax practice is headed by Ronald Creamer, who is recognised for his expertise in derivatives taxation. The group is also one of the leading firms in the tax treatment of structured notes. Over the past 12 months, the firm has been brought in to advise on more than 1,000 complex structured notes, including commodity, equity, interest rate and foreign currency linked structured notes. The firm has represented prominent clients such Barclays, Wells Fargo, Goldman Sachs and UBS. David Hariton is recommended for his work in financial instruments.

Covington & Burling LLP’s Washington DC-based tax group advises clients on tax issues in emerging financial products, with a special focus on credit derivatives, structured debt and exotic options. The firm regularly represents US and foreign hedge funds, CDO sponsors, mutual funds, option exchanges, banks, pension trusts, corporations and high-net-worth individuals before the Treasury, Internal Revenue Service (IRS) and Congress. The nationally recognised William Paul is highly recommended; he is a past chair of the American Bar Association (ABA). His practice focuses on federal income tax matters, including specialities in the development, application, tax consequences of financial products and development of insurance-based products. He is currently representing Investment Company Institute on developments affecting the taxation of its member funds and shareholders. Paul is also advising the Chicago Board Options Exchange (CBOE), one of the largest options exchange in the world, on tax aspects of developing new options products. Kurt Baca7 is also recommended for federal income taxation of domestic and international financing transactions and financial instruments.

Gregory May heads Freshfields Bruckhaus Deringer LLP‘s growing team of tax lawyers in New York and Washington DC, that stands out for its expertise in multi-jurisdictional and cross-discipline legal advice. With an international reach and a particular emphasis on Asia, the financial products practice represents multinational clients on cross-border M&A deals, international banks in transactional work, from corporate debt and equity offerings to complex securitization transactions, as well as private equity funds on cross-border investments, restructurings and divestitures worldwide. The firm is currently advising global clients such as Citigroup, Credit Suisse, Deutsche Bank, JPMorgan Chase, Alibaba Group Holdings, Caterpillar, Lufthansa and Toyota. Claude Stansbury recently advised CVC Capital Partner on US tax aspects related to the $3.5bn sale of StarBev to Molson Coors Brewing. Robert Scarborough advised Goldman Sachs in the $7.7bn merger of Pentair (PNR) with Tyco.

Headed by Andrea Kramer in Chicago, McDermott Will & Emery LLP’s financial products, trading and derivatives group attracts clients for its wide practice focus and high-profile tax advisory work in the design, trading and implementation of structured products, derivative financial products and synthetic derivatives. The tax group has expertise in complex and innovative tax structuring for major Fortune 500 companies and financial institutions, focusing on the tax aspects of large M&A deals, corporate restructurings and advising on the US tax aspects of cross-border transactions. Gregory Palmer in Chicago, recommended for his work in corporate restructuring and M&A, acted for Caterpillar on a $8.8bn acquisition. Also recommended are William Pomierski, for derivatives and capital markets transactions, and John Lutz, for taxation of structured products.

Morrison & Foerster LLP’s tax team includes four partners (three in New York and one in San Francisco) with a dedicated focus on financial products matters. These lawyers play an essential role in the firm’s development of new financial products for clients, working closely with the capital markets, investment management, ERISA, bank regulatory and bankruptcy practice areas. Thomas Humphreys co-chairs the firm’s tax department and has extensive experience in the area of tax in relation to financial instruments. Bank of America Merrill Lynch is a key client for the firm, and the team advised on its development of notes linked to the Investable Volatility Index, this involved novel analysis and review of the relevant tax considerations. The firm also represents RBC Capital Markets on all US tax aspects in relation to its structured notes offerings including equity, currency, ETF and commodity-linked products.

Patton Boggs LLP’s tax and financial services practice group is up-and-coming in the area of tax treatment of financial products. The firm stands out for its extensive experience advising hedge funds, international banking associations, retirement funds, sovereign wealth funds and insurance brokers on the implication of the Foreign Account Tax Compliance Act (FATCA) regulations, but also for the innovative nature of its work. In Washington DC, Aubrey Rothrock and Micah Green, a former president and co-CEO of the Securities Industry and Financial Markets Association, co-chair an increasingly active team of attorneys, who have longstanding experience in regulation and taxation of financial products. Special areas of focus include over-the-counter derivatives such as interest rate swaps, credit derivatives and equity derivatives and a broad range of insurance products. John Oberdorfer, Stephen McHale and Donald Moorehead successfully handled and co-ordinated an international banking association response to the proposed FATCA Rules.

Sidley Austin LLP’s tax practice is praised for its ‘responsiveness, good value for money and very good client services’, attracting large and small companies, private equity funds and other financial sponsors for its preeminent global M&A and private equity practice. Laura Barzilai and Robert Kreitman co-head the national tax practice in New York. The ‘very creative, user-friendly, with good knowledge of his clients’ products’ Robert Kreitman is recommended for his expertise in residential and commercial mortgage-backed securitization, asset-backed and structured finance.