Financial products in United States

Cadwalader, Wickersham & Taft LLP

Cadwalader, Wickersham & Taft LLP's tax practice is geared towards supporting the firm's financial services clients, which include high-profile commercial investment banks, funds and insurance companies. By some clients' reckoning, the firm has an 'unequalled practice in the area of structured transactions', a reputation it has built thanks to its  market-leading advice on CLO and CMBS deals. The team also often works closely with the firm's transactional lawyers to handle structured note transactions and equity-linked products. The tax department is chaired from New York by 'trusted tax adviserLinda Swartz, who works alongside Gary Silverstein, one of the firm's key contacts for CMBS and CLO issues. In Washington DC, Mark Howe has a broad tax practice covering securitizations and capital markets taxation, and Jason Schwartz has an increasingly strong reputation for advising banks, funds, investment managers and insurers on their structured products.

Practice head(s):

Linda Swartz

Other key lawyers:

Mark Howe; Gary Silverstein; Jason Schwartz

Testimonials

‘The firm has unique strengths in the structured products, securitization and credit fund space. They are both knowledgeable and thoughtful in these areas.’

‘Jason Schwartz is the tax market leader other than for corporate matters. Jason is extremely responsive, smart, knowledgeable and creative.’

‘Cadwalader has an unequalled practice in the area of structured transactions (spin-offs, split-offs). From a deep understanding of the tax law surrounding these transaction to the practical application of the law to a specific business, Cadwalader is more of a partner with my company vs a external adviser.’

‘Linda Swartz is the most trusted tax adviser that we have. Again, it is not only her deep understanding of the tax law, rather it is also her deep understanding of our business model and the systems support needed from the development, to manufacturing, to marketing and ultimately the sale of consumer products around the world.’

Key clients

Cantor Commercial Real Estate

Federal Reserve Alternative Reference Rates Committee (ARRC)

Freddie Mac

GoodFinch Fund I, LP

International Swaps and Derivatives Association, Inc.

Morgan Stanley

MUFG

PennyMac

Pershing Square Tontine Holdings

UBS AG

Work highlights

  • Assisting the Alternative Reference Rates Committee (ARRC) with developing best practices for fallback language across all cash products, as well as advising on litigation preparedness, standard conventions for SOFR note issuances and potential legislative solutions for legacy transactions.
  • Advised Pershing Square Tontine Holdings on its $4bn IPO—the largest-ever IPO by a SPAC
  • Advised Freddie Mac as depositor, underwriter and guarantor on its $765m Multifamily’s K-F73 transaction: the first multifamily real estate securitization with bonds indexed to SOFR.

Cleary Gottlieb Steen & Hamilton

Cleary Gottlieb Steen & Hamilton is best known in this space for its expertise in the taxation of securitizations and asset-backed securities, CLOs and other structured financial instruments. It has also been increasingly active in matters relating to real estate mortgage investment conduits (REMICs), a vibrant area for the firm as a whole. The group is jointly led by Jason Factor, whose practice is centered around the tax implication of fund structures and transactions; and Diana Wollman, an international tax expert with expertise in financial products. William McRae is another name to note for structured products, while Corey Goodman, a standout name on the more junior end of the partnership, is developing a strength in CLOs. Named lawyers are based in the firm's New York office.

Practice head(s):

Jason Factor; Diana Wollman

Other key lawyers:

William McRae; Meyer Fedida; Corey Goodman

Key clients

BNP Paribas

International Flavors & Fragrances

LATAM Airlines Group S.A.

Alphabet/Google

National Amusements, Inc.

Warburg Pincus

ESL Investments

3M

Agilent Technologies

LVMH

American Tower

Work highlights

  • Represented IFF in its $45.4bn merger with DuPont Nutrition & Biosciences in a Reverse Morris Trust transaction.
  • Represented National Amusements in relation to the $30.5bn merger of CBS and Viacom.
  • Represented Google LLC in its $2.1bn acquisition of Fitbit.

Clifford Chance

At Clifford Chance, financial products taxation is handled by the impressive US tax department in New York, which works closely with the firm's global office network and transactional departments in the US. A core focus for the group is real estate investment trusts (REITs), an area where Michael Seaton takes the lead, advising on the tax aspects of REIT transactions and formations. Also in the real estate and mortgage finance space, Jim Gouwar is recommended for REMIC work, as well as mortgage- and asset-backed transactions. Avrohom Gelber is another standout name in the team, specializing in cross-border finance and capital markets transactions, with a particular strength in CLOs. Also recommended are David Moldenhauer, who acts for an impressive roster of financial institutions and investment funds, and counsel Rebecca Pereira, another contact for matters at the intersection of real estate, capital markets and investment management.

Practice head(s):

David Moldenhauer

Other key lawyers:

Jim Gouwar; Avrohom Gelber; Michael Seaton; Rebecca Pereira; Lauren Clarke

Key clients

Apollo Commercial Real Estate Finance Inc.

Berkshire Residential Investments

Colony Capital

Ardian

Global Jet Capital Inc.

Greystone & Co., Inc.

Hearst Corporation

Madison International Realty

National Storage Affiliates Trust

Cantor Fitzgerald

Work highlights

  • Advised Berkshire Residential Investments on a number of matters, including the structuring of several closed-end real estate debt and equity funds, advising on the structuring and REIT qualification of complex investments and acting as REIT counsel in connection with two separate CRE CLO transactions
  • Advised various clients on structuring securitizations of real property mortgages through multi-tier real estate mortgage investment conduits (REMICs) and other structures.
  • Advised Almanac, a leading provider of growth capital to private and public real estate companies, on the tax, structuring and documentation relating to the restructuring of its debt and equity investment in PREP Property Group, LLC, a joint venture holding retail assets throughout the US in a tax efficient manner to achieve its business objectives.

Davis Polk & Wardwell LLP

Davis Polk & Wardwell LLP's New York-based financial products practice sits within the firm's tax department, which has strong capital markets and cross-border tax capabilities. The group is regularly sought out to advise on IPOs and debt financing, as well as hedging and over-the-counter transactions, including equity monetization strategies, tax-efficient share repurchase programs and cross-border hybrid transactions. Real estate is another area of expertise for the group, which assists financial institutions and funds with matters relating to private and public REITs. Jointly coordinating the group are managing partner Neil Barr and head of the tax department David Schnabel. Also recommended are Michael Farber, who is noted for his broad expertise in securities taxation; Lucy Farr, a contact for derivatives and structured finance taxation; and Po Sit, who is highlighted for his work on derivative taxation.

Practice head(s):

Neil Barr; David Schnabel

Other key lawyers:

William Curran; Po Sit; Lucy Farr

Key clients

ABB

Advanced Accelerator Applications

Aetna

The Brink’s Company

Comcast

Emerson Electric

ExxonMobil

Federal Express Corporation

The Ferrero Group

Fortress Investment Group

GE

HRG Group Inc.

KKR

L Brands, Inc.

Lockheed Martin

McKesson Corporation

NBCUniversal Media, LLC

Novo Nordisk

Reckitt Benckiser

Reynolds

Roche

Shire

SS&C

SUEZ

Tyson Foods

Williams Partners

Credit Suisse

Goldman Sachs

J.P. Morgan

Morgan Stanley

Work highlights

  • Advising Morgan Stanley on its $13bn acquisition of E*TRADE Financial Corporation, which provides financial services including banking products and services to traders.
  • Advised McKesson Corporation on its offer to exchange its common stock for shares in PF2 SpinCo, common stock owned by the client as part of the split-off of its interest in Change Healthcare.
  • Advised SoftBank as the underwriters on a registered offering by T-Mobile US of $16bn common stock.

Mayer Brown

Financial products work at Mayer Brown is handled by the global tax department, jointly led by James Barry in Chicago and New York-based Jason Bazar. The team advises banks, funds and capital markets participants on the tax aspects of their financial products and trading strategies, working closely with the firm's well-regarded banking, capital markets and securities groups. The team's expertise is broad, covering the spectrum of debt and equity securities and derivative products. Among its recent standout work, the team has handled tax issues affecting special purpose acquisition companies (SPACs), as well as those relating to exotic securities such as securitized air miles programmes for major airlines. Mark Leeds in Chicago is an expert in the tax consequences of capital markets products and investment vehicles; Thomas Humphreys in New York is recognized by clients as being 'involved in more capital markets than possibly any other attorney on Wall Street'; San Francisco's Remmelt Reigersman is a big name on the West Coast, with an impressive client-base of financial institutions; and Russell Nance is also recommended in New York.

Practice head(s):

James Barry; Jason Bazar

Other key lawyers:

Mark Leeds; Thomas Humphreys; Remmelt Reigersman; Russell Nance; David Goett

Testimonials

‘The uniqueness of this team is due to their exceptional knowledge of (i) capital markets and the related tax issues, and (ii) their experience and knowledge with respect to structured financial transactions, involving both domestic and foreign, cross border transactions. Tom Humphreys in particular has been involved in more capital markets than possibly any other attorney on Wall Street.’

‘I have worked most frequently with Tom Humphreys. Tom brings an exceptional combination of knowledge of transactions and capital markets, and most importantly problem solving and creativity to any situation. The breadth of Tom’s knowledge of capital market transactions is quite amazing. We have used Tom not only on existing transactions, but equally important on creative problem solving and transaction development. We have also used Mark Leeds and Remmelt Reigersman, both of whom have outstanding knowledge of capital markets and financial transactions.’

Key clients

Capital One

Citigroup Global Markets

Goldman Sachs

LendingClub

MJX Venture Management

Morgan Stanley

Nationwide Mutual Insurance Company

Scotia Capital

Bank of Montreal

National Bank of Canada

Raymond James & Associates

Crédit Agricole CIB

Work highlights

  • Advised Goldman Sachs Lending Partners on a first-of-its-kind deal, a $6.8bn financing of United Airlines, Inc. secured by United Airlines’ loyalty program, MileagePlus.
  • Represented CIBC in relation to its cross-border issuance of $750m 4.38% limited recourse capital notes Series 1 transaction; this was a first-of-a-kind issuance of hybrid instruments treated as equity for regulatory and accounting purposes but as debt for tax purposes.
  • Advised LendingClub on the establishment of its levered certificate program.

Shearman & Sterling LLP

Shearman & Sterling LLP's tax team has made a name for itself in the financial product space, boasting a strong reputation in handling particularly innovative structured transactions. The group offers tax planning advice and representation in relation to complex domestic and cross-border corporate and finance transactions for financial institutions and banking clients. The team is also often at the forefront of market developments, and has recently been advising a number of clients on the tax implications of cryptocurrency-related issues. A demonstration of the firm's market reputation, New York-based practice head Michael Shulman is leading the group's advice, as sole US outside tax counsel, to the International Swaps and Derivatives Association on government submissions and general securities and derivatives tax matters. Another market-leading partner in the team is Kristen Garry in Washington DC who has vast experience in financial products taxation and an increasingly broad cryptocurrencies practice. Also in Washington DC Nathan Tasso, vice chair of the financial products committee of the DC bar tax association, is a noted expert in transactional and contentious tax issues; counsel Ryan Au is building a strong practice focusing on cross-border investments and the formation of alternative investment vehicles, especially in the fintech sector; and former practice head Robert Rudnick continues to lend his support to the team, although he is now in an of counsel role.

Practice head(s):

Michael Shulman

Other key lawyers:

Kristen Garry; Robert Rudnick; Nathan Tasso; Ryan Au; Michael Daly

Testimonials

‘Michael Shulman and Nathan Tasso are responsive and are very knowledgeable of our organization. They have assisted with some complex issues and provided analysis that was easily understandable to non-tax personnel.’

Key clients

International Swaps and Derivatives Association (ISDA)

BofA Securities, Inc.

HSBC Securities (USA) Inc.

NatWest Markets plc

ViacomCBS

Bank of America

Citigroup Global Markets

J.P. Morgan Securities

BNP Paribas Securities Corp.

Deutsche Bank

Goldman Sachs & Co.

Federal Home Loan Mortgage Corporation (Freddie Mac)

Morgan Stanley

Work highlights

  • Advising ISDA as sole US outside tax counsel on government submissions, updating standard form documents and general tax matters affecting the securities and derivatives industries.
  • Advised BofA Securities and HSBC Securities (USA) as dealer managers on Argentina’s historic debt restructuring in which it obtained the consents required from investors to exchange and/or modify 99.01 percent the country’s outstanding $65bn in international bonds.
  • Represented the underwriters, led by NatWest Markets plc in connection with NatWest Group plc’s (formerly The Royal Bank of Scotland Group plc) offering of £1bn aggregate principal amount of 5.13% reset perpetual subordinated contingent convertible additional tier 1 capital notes.

Allen & Overy LLP

Allen & Overy LLP's tax group in New York is well placed to advise the firm's preeminent financial industry clients on the tax aspects of structured finance, international capital markets transactions, derivatives, structured notes and bespoke financial products. In addition, the group is integrated with the US securitization and structured finance department and is well known in the CLO space. Other areas of expertise include real estate-related tax issues, particularly those relating to mezzanine financing, cross-border joint ventures, REITs and fund structures. Indeed, funds are another key strength for the tax lawyers, who bring to bear cross-border expertise on a variety of funds transactions. Jack Heinberg leads the group and is a veteran of the financial products space. Counsel Caroline Lapidus and associate John Hibbard are also recommended for capital markets taxation. Managing partner of the New York office Dave Lewis is another key name for US tax issues.

Practice head(s):

Jack Heinberg

Other key lawyers:

Dave Lewis; Caroline Lapidus; John Hibbard

Key clients

Societe Generale

CIFC

JP Morgan

Citibank

Morgan Stanley

Goldman Sachs

WillScot Corporation

Network International Holdings plc

Bancomex

BBVA

Credit Agricole Corporate and Investment Bank (CACIB)

Natixis

Proparck

EKF

RBC

Work highlights

  • Advised the Republic of Indonesia on its SEC-registered global offering of $1.65bn APA of 3.85% US dollar bonds due 2030, $1.65bn APA of 4.20% US dollar bonds due 2050 and $1bn APA of US dollar bonds due 2070.
  • Advised Yorkshire Building Society, the seller and issuer, on the issuance of RMBS notes by Brass No. 9 PLC, the payments on which are made from revenue received from a portfolio of loans secured by UK residential properties.
  • Advised Goldman Sachs, as the managers, on the issuance of CMBS notes by Magenta 2020 plc, the payments on which are made from revenue received from a loan secured by UK hotels.

Dentons

The New York-based team at Dentons leverages the firm's global footprint to advise on US tax issues for a wide variety of cross-border financial products. Of particular note is the group's expertise in capital markets taxation, and lawyers are often instructed on debt and equity issuances, into and out of the US, in addition to insurance-linked securities, prepaid forward contracts and other sophisticated financing transactions. The firm also has a dedicated restructuring and bankruptcy tax planning practice, with lawyers handling corporate and partnership bankruptcies and workouts. In July 2020, the group was significantly boosted by the arrival of Marshall Feiring from Sidley Austin LLP. Now part of the practice leadership, Feiring has significant expertise in the tax aspects of the formation and operation of complex investment vehicles such as REMICs and REITs. Also among the senior ranks is JT Hutchens, who sits in the tax department, and is an expert in corporate financing structures and financial instruments. Tax lawyer and senior managing associate Ryan Zucchetto has an increasingly active practice involving RMBS transactions and exotic securitization structures.

Practice head(s):

Marshall Feiring; JT Hutchens

Other key lawyers:

Ryan Zucchetto

Key clients

Credit Suisse

Saluda Grade

Joint Global Coordinators and Bookrunners

Archosaur Games Inc.

Housing Development Finance Corporation Limited

Work highlights

  • Advised Housing Development Finance Corporation, the largest housing finance institution in India, on a combined offering of $2.39bn, which includes shares, non-convertible debt (NCD) and warrants
  • Advised the joint global coordinators and bookrunners on the largest ever IPO out of the Baltics, raising €450m.
  • Acted for DLJ Mortgage Capital, Credit Suisse Securities (USA) LLC and their affiliates as sponsor, depositor, issuer and initial purchaser in connection with CSMC 2020-SPT1 Trust, valued at $892m.

Freshfields Bruckhaus Deringer LLP

Freshfields Bruckhaus Deringer LLP's New York-based practice group is highly rated by peers in the this space. Robert Scarborough is the name to note for financial institutions seeking advice on creative tax structures, while counsel Dennis Caracristi focuses on the tax aspects of structured equity and debt transactions and derivative instruments.

Practice head(s):

Robert Scarborough

Other key lawyers:

Dennis Caracristi

McDermott Will & Emery LLP

McDermott Will & Emery LLP's practice is situated within the firm's structured finance, derivatives and financial products department, spread across offices in New York and Chicago. The tax group supports the firm's transactional lawyers, who are heavily involved in the municipal derivatives space, as well as exchange-traded and over-the-counter derivatives. An area of particular expertise is the tax aspects of municipal insolvencies, where derivatives and structured finance products take center stage. In Chicago, Andrea Kramer leads the financial products, trading and derivatives team, specializing in the taxation, regulation and design of structured transactions. In the New York office, David Taub heads up the financial institutions group and is recommended for municipal derivatives work, while John Lutz focuses on the development of derivative products and new financing structures including those related to cross-border tax-advantaged financings and asset-backed securities.

Practice head(s):

David Taub; Andrea Kramer

Other key lawyers:

John Lutz

Key clients

Bank of America Merrill Lynch

Barclays

Citibank

Credit Suisse

Deutsche Bank

Goldman Sachs

Morgan Stanley

Work highlights

  • Advised a group of banks including Barclays, Deutsche Bank, Citibank, and Bank of America on the tax aspects of the purchase of receivables from the state of Illinois.
  • Continues to advise Goldman Sachs Asset Management on the tax aspects of the US territory of Puerto Rico’s bankruptcy, leaving the client owed $1.8bn in debt instruments.
  • Acted for Barclays, in its role as a creditor to the City of Chicago, underwriting $725m of bonds issued by the public school board, amid a major domestic early-stage municipal insolvency situation.

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden, Arps, Slate, Meagher & Flom LLP is a firm with a standout reputation in the securities space, with a tax team that regularly advises on the tax aspects of structured products and hedge fund transactions. The team is led from New York by Steven Matays.

Practice head(s):

Steven Matays

Other key lawyers:

David Rievman; Diana Lopo

Stroock & Stroock & Lavan LLP

Stroock & Stroock & Lavan LLP is highly experienced in real estate-related products, with substantial expertise in REITs. Among its core clients are investors, funds, hedge funds, noteholders and public investment bodies. The group also has expertise in advising ad hoc lender and noteholder groups on debt-for-equity exchanges and wind-downs relating to bankruptcies. Jeffrey Uffner heads the team and has significant experience advising on financial products and real estate-related work, while Michelle Jewett, the other key figure in the team, is an expert in related to financial instruments and investment trusts.

Practice head(s):

Jeffrey Uffner

Other key lawyers:

Michelle Jewett

Key clients

J.P. Morgan Asset Management

Morgan Stanley Wealth Management

The Related Companies

Carr Properties

Deluxe Media

IsoAge Technologies

OCC of Aceto Corp.

Axar Capital Management

Atwater Capital

Official Committee of Unsecured Creditors of The McClatchy Company

Work highlights

  • Representing Axar Capital Management, a large holder of prepetition term loans in connection with the bankruptcy cases of Payless Holdings LLC and its affiliates in the Bankruptcy Court for the Eastern District of Missouri.
  • Advised 451 Tenth Avenue LLC, a subsidiary of The Related Companies, and its joint venture partner, on the development of a mixed-use building, a transaction that featured a complex tax structure.
  • Advised Deluxe Entertainment Services on the tax aspects of the sale of its distribution services business to Platinum Equity.

Sullivan & Cromwell LLP

Sullivan & Cromwell LLP's practice is run out of the New York office under the leadership of David Hariton, an expert in the US tax treatment of financial instruments and transactions.