The tax practice at Cadwalader, Wickersham & Taft LLP has a broad-ranging clients roster that includes domestic and multinational corporations, special purpose acquisition companies, private equity and investment firms, and investment banks. The firm regularly collaborates with its international team, particularly in the UK, advising clients on the structuring of securitisation vehicles, as well as mortgage-backed and asset-backed products, including CLOs, CMBS, and ABS; New York-based Gary Silverstein is particularly strong in this area. Also located in New York, Linda Swartz sits at the helm of the practice. In team news, Jon Brose joined the firm from Seward & Kissel LLP in July 2022.
Financial products in United States
Other key lawyers:
Jon Brose; Gary Silverstein; Mark Howe; Adam Blakemore
Alternative Reference Rates Committee
Assured Guaranty Corp. and Assured Guaranty Municipal Corp.
Bryant Park Commercial Real Estate Partners
CVC Credit Partners
Greensledge Capital Markets
- Advised the Federal Reserve’s Alternative Reference Rates Committee in the drafting of recommended contractual fallback language for U.S. dollar LIBOR denominated bilateral business loans and securitisations.
- Representing Assured Guaranty Corp. and Assured Guaranty Municipal Corp. in connection with the Commonwealth of Puerto Rico’s restructuring of approximately $73bn of outstanding bond debt.
- Represented BNP Paribas as joint lead arranger and joint bookrunner in a $2.2bn borrowing base credit facility, comprising a $1bn 1.5-year tranche and a $1.2bn 2-year tranche, with a $1bn accordion feature for Castleton Commodities International LLC.
Cleary Gottlieb Steen & Hamilton
Cleary Gottlieb Steen & Hamilton‘s team benefits from the firm’s global network, which enables it to provide multi-jurisdictional tax advice, supporting multinational clients, financial institutions, investment funds, governments, and individuals on a wide range of matters. This offering includes advice on the tax-related issues regarding new financial products, private equity and hedge fund deals, and domestic and multinational acquisitions, joint ventures, and derivatives. Jason Factor and Diana Wollman jointly lead the practice from New York, which also includes seasoned tax lawyer William McRae. Susanna Parker was elevated to the partnership at the start of 2023, and Maureen Linch re-joined the firm in the Bay Area in May 2022 from Morrison Foerster.
Jason Factor; Diana Wollman
Other key lawyers:
William McRae; Meyer Fedida; Maureen Linch
American Tower Corporation
Brookfield Asset Management
Finsbury Glover Hering
International Flavors & Fragrances
Lowe’s Companies Inc.
Pacific Woodtech Corporation
Post Holdings Inc.
Sony Interactive Entertainment
Westlake Chemical Corporation
- Acted for GSK on the US aspects of the spin-off of its consumer healthcare business into a standalone business held by Haleon.
- Advised Brookfield on its $5.8bn acquisition of Scientific Games Corporation’s global lottery services and technology business.
Clifford Chance benefits from the firm’s global network of offices, enabling the team to assist clients with cross-border tax matters. It has considerable experience in funds and securitisation structures, as well as CLOs and derivatives. It also supports clients with mortgage-backed securities, which is an area of expertise for Jim Gouwar. David Moldenhauer sits at the helm of the practice in New York, and the team also consists of Michael Seaton, a specialist in REIT transactions, and Philip Wagman, who is skilled in securitisation transactions. Promoted to partner in May 2023, Rebecca Pereira is also a notable lawyer, and Kevin Colan joined the practice in September 2022 from Paul, Weiss, Rifkind, Wharton & Garrison LLP; his client roster includes financial investors, sponsors, and corporates.
Other key lawyers:
Philip Wagman; Michael Seaton; Avrohom Gelber; Jim Gouwar; Rebecca Pereira; Kevin Colan
DREAM Asset Management Corporation
Mercer Alternatives AG
Corporate Property Associates 18 Incorporated
BofA Securities Inc.
DigitalBridge Group, Inc.
Aberdeen Standard Investments
Tikehau Capital North America
- Advising Capital Dynamics on numerous high-profile fund mandates.
- Represented Dream Asset Management in connection with the structuring and IPO launch of Dream Residential REIT.
- Advised Mercer on a number of investment management projects over the past year, providing coordinated funds, tax, and regulatory advice in the U.S. and abroad.
Davis Polk & Wardwell LLP
Davis Polk & Wardwell LLP‘s New York tax department is highly adept at handling the development of complex financial product structures, the creation of debt and equity derivatives, and tax-efficient structures for real estate investments. David Schnabel leads the group and chair and managing partner of the firm Neil Barr is also a notable team member. Other key members include Lucy Farr, an expert in tax-related matters surrounding derivatives and structured products, Michael Farber, whose client roster includes investment banks and financial institutions, and Po Sit, who has a strong financial products practice and also supports clients with tax matters involving partnerships. Corey Goodman also has a strong tax practice.
David H. Schnabe
Other key lawyers:
Po Sit; Michael Mollerus; Michael Farber; Lucy Farr; Corey Goodman; Michael Mollerus
New York’s Brian Kittle and Jason Bazar co-lead the tax department at Mayer Brown, which works alongside the firm’s banking and finance and capital markets and securities practices to advise banks, funds, and capital market participants on the tax elements of financial products. The team supports clients with a broad range of products, from structured products and hybrid securities, to debt and equity offerings and closed-end funds. Notable team members include Thomas Humphreys, who advises clients on convertible bonds, structured notes, and hybrid securities, derivative transactions expert Mark Leeds, and San Francisco-based Remmelt Reigersman, who has expertise in federal and international tax mandates.
Jason Bazar; Brian Kittle
Other key lawyers:
Thomas Humphreys; Mark Leeds; Remmelt Reigersman
Bank of America Securities
Bank of Montreal
Canadian Imperial Bank of Commerce
Goldman Sachs Asset Based Securities
HSBC USA Inc.
JPMorgan Chase Bank
MJX Asset Management LLC
National Bank of Canada
Sumitomo Mitsui Banking Corporation
- Representing the issuer HSBC USA Inc. and its underwriters in connection with all issuances of structured notes from HSBC’s shelf registration statement.
- Advising a bank on its SEC-registered and Regulation S/Rule 144A offering programs, and on its structured notes and derivatives business lines.
- Represented a financial institutional in a first-of-its-kind referral, servicing, and financing arrangement for a newly created inventory finance platform.
Allen & Overy LLP
Allen & Overy LLP has specific strength in the securitization space, working closely with the firm’s wider practice group in this area, to advise on CLOs, and securitization of numerous asset classes including auto loan receivables, RMBS, ABS, commercial mortgages and aircraft leases. The firm also works with structured product issuers on the establishment and structuring of products and regularly engages with funds work, including structuring new funds, reviewing fund structures, operational compliance and fund transactions, often involving hedge funds, private equity funds, REITs and infrastructure funds. Regarding debt instruments, the firm has advised on Rule 144A issuances and bond issues. The practice is led by New York-based Dave Lewis and Jack Heinberg, both of whom have extensive experience in tax planning, transactions, securitizations and financial instruments and derivatives, as well as financing and fund formation. Other key names to note within the team include associates John Hibbard and Dustin Plotnick based in New York and senior counsel Caroline Lapidus, based in the firm’s recently established Silicon Valley office.
Dave Lewis; Jack Heinberg
Other key lawyers:
Caroline Lapidus; John Hibbard; Dustin Plotnick
Stonepeak Infrastructure Partners
Intralot Capital Luxembourg SA
Natixis North America
Sound Point Capital Management
RBC Capital Markets
Toyota Motor Credit Corporation
- Advising Stonepeak on a public securitization of debt facilities secured by aircraft leases.
- Advised a global institutional alternative investment management firm relating to a warehouse of loans backed by aircraft assets with a view towards an ultimate CLO takeout and public securitization.
- Advised Carvana on its inaugural 2021 SEC-registered public near-prime auto loan ABS transactions and additional follow-on issuances.
The tax team at Dentons has a broad focus on securitization matters and RMBS. The firm regularly advises its impressive roster of financial institution clients on tax-related issues in swaps, debt and equity issuances, insurance-linked securities as well as bankruptcies, advising on structuring corporate and partnership bankruptcies and workouts. The international-facing team, led by Marshall Feiring and Ryan Zucchetto in New York, is experienced in a variety of domestic and offshore capital markets structures, including investment funds and REITs. Feiring is a member of the firm’s US capital markets practice and has a focus on the formation and operation of investment vehicles including REMICs, RICs, REITs, as well as the treatment of investments in debt instruments. Meanwhile, Zucchetto concentrates on financial and transactional matters, advising issuers and underwriters in RMBS transactions, and other mortgage-related asset classes such as auto loan receivables, as well as securitization matters.
Marshall Feiring; Ryan Zucchetto
Rayburn Country Electric Cooperative
Toorak Capital Partners
Change Lending LLC
Preston Ridge Partners
Marathon Asset Managment
- Represented Credit Suisse and affiliate DLJ Mortgage Capital Inc. in a number of residential mortgage-backed securitization programs including GCAT 2022-NQM3, CSMC 2022-NQM3, and CSMC 2022-RPL4.
- Advising Barclays and others as underwriters on approximately 40 securitizations of non-QM, RPL and NPL securitizations, valued at $16bn.
- Advised Marathon Asset Management in RUN 2022-NQM1, the inaugural issuance of a new program involving the securitization of non-QM mortgage loans.
With ‘a phenomenal team of professionals specialized in financial products’, DLA Piper LLP (US)‘s transactional tax group excels at advising fund sponsors, banks and asset managers on complex tax-efficient structures, with a focus on asset-backed securities and CLOs. The team also demonstrates strength in transformative sectors and emerging industries, where it is increasingly retained to handle acquisitions and securitizations. The practice’s leadership is split between New York-based Gerald Rokoff, who is ‘deeply connected within the industry’ and ‘knows how to right-size the response to a particular issue’, and Stacy Paz in Silicon Valley. From Chicago, Tom Geraghty is the go-to adviser for US and non-US issuers and underwriters of debt and equity instruments, while New York-based Witold Jurewicz is well versed in tax-efficient structures for non-US investments. At the associate level, ‘incredibly smart’ John Wei in Boston is noted.
Gerald Rokoff; Stacy Paz
Other key lawyers:
John Wei; Tom Geraghty; Naftali Debitzer; Witold Jurewicz; Hugh Goodwin
‘Witold Jurewicz is a proficient tax attorney that is always attuned to the latest market trends. He has a profound understanding of the tax needs of institutional investors and is always helping us achieve our tax objectives seamlessly.’
‘I have worked with Jerry Rokoff, John Wei and Naftali Dembitzer on federal and state tax issues. This is a knowledgeable and experienced team, which gives technically thorough yet understandable advice. They are quick to reply to my enquiries.’
‘Jerry Rokoff, John Wei and Naftali Debitzer try to guide me through to a reasonable outcome and do not leave me with inconclusive technical analyses.’
‘DLA Piper’s tax team is exceptional. It has consistently provided us with excellent and thorough, solutions-focused tax support in the private credit space. I work a lot with Gerald Rokoff and John Wei. They are extremely knowledgeable and creative. They are on the forefront of deal developments and very practical in providing advice. They have a very good understanding of our needs and their advice is very important to us.’
‘John Wei is incredibly smart and thinks outside the box. He is very accessible and is my go-to. I can always rely on him with last minute requests at a very short turnaround time. He knows how to explain very complicated concepts in a way that they are well understood by both tax and non-tax professionals in our organization.’
‘Gerald Rokoff is deeply connected within the industry and is well equipped to advise on and help implement any tax solution there is. He understands well the commercial drivers for transactions and knows how to right-size the response to the particular issue or question.’
‘DLA has a phenomenal team of professionals specialized in financial products. They know and understand the financial products markets, and what the established views and market practices are on a host of issues. They make navigating the space a much easier task.’
‘I work with Gerald Rokoff, John Wei, Naftali Dembitzer and Hugh Goodwin at DLA for financial products. This team is friendly, prompt and efficient. In particular, their advice is timely and market-savvy. They have made evaluating new products much easier and selecting alternatives a less daunting exercise.’
HarbourView Equity Partners, LLC
Hayfin Capital Management LLP
Concord Music to (Alchemy)
Oxford 1 Asset Management USA Inc
American International Underwriters (AIG)
Five Point Energy LLC
Sabey Data Centers
Compass Data Centers
- Advised Oxford 1 Asset Management, an investment management company based in the UK, on a US lending program, including the tax aspects of investing in a credit-linked investment.
- Acted for L’Oréal, one of the world’s largest cosmetic companies, on a decentralized autonomous organization (DAO) that sells tokens to participants, who decide on which digital artist are supported by the DAO, which in turn sells NFTs relating to metaverse avatars.
- Assisted MC Credit Partners in closing the warehouse for a new CLO, which involved multiple borrowers, including a Cayman parent and its Cayman subsidiaries.
The ‘top notch’ tax team at Shearman & Sterling LLP frequently advises clients on debt products including common stock issuances, revolving credit facilities, offerings under Rule 144A, convertible bonds and secured notes. The firm also has an emerging focus on cryptocurrency as a financial product and significant asset class, as well as boasting extensive experience advising investment banks and financial institutions in financial product development as well as underwriters, arrangers and issuers. The practice head is Larry Crouch, based in New York, who is supported by key names Kirsten Garry in Washington DC, and Lorenz Haselberger, also in New York. Garry focuses her practice on cross-border structured finance transactions, securitizations, M&A and capital markets offerings, as well as being a key name regarding financial products, including crypto. Haselberger, who was recently promoted, concentrates on taxation of financial instruments and institutions, as well as the tax components of M&A , inbound investments and restructurings. Michael Shulman left the firm in September 2022.
Other key lawyers:
Kirsten Garry; Lorenz Haselberger; Ryan Bray
‘I have worked extensively with several Shearman & Sterling tax partners on financial product issues, and they are top-notch. In addition to being experts in the relevant tax laws, they do an outstanding job of advising how to apply them.’
‘They are able to rely on their previous experience advising many other clients on similar issues, so being able to rely on advisors who’ve given these issues significant thought is extremely comforting. In addition, their advice always is timely and I feel that they have thoroughly vetted each issue I bring to them. I’ve worked most closely with Lorenz Haselberger and Ryan Bray, and what I’ve described applies extremely well to both of them.’
Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
RBC Capital Markets, LLC
U.S. Bancorp Investments
Wells Fargo Securities
Boston Scientific Corporation
Credit Suisse Securities
Deutsche Bank Securities
Golub Capital Markets LLC
Boston Properties, Inc.
Accident Fund Insurance Company of America
The Nature Conservancy (TNC)
- Represented BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC as representatives of the underwriters in connection with Lowe’s Companies, Inc.’s public offering of $750m of its 3.350% notes due 2027, $1.5bn of its 3.750% notes due 2032, $1.5bn of its 4.250% notes due 2052 and $1.25bn of its 4.450% notes due 2062.
- Represented Barclays Capital, Goldman Sachs, U.S. Bancorp Investments and Wells Fargo Securities as representatives of the underwriters in connection with Lowe’s Companies’ public offering of $1bn of its 4.400% Notes due 2025, $1.250 of its 5.000% Notes due 2033, $1.5bn of its 5.625% Notes due 2053 and $1bn of its 5.800% Notes due 2062.
- Represented the initial purchasers in connection with WP/AP Telecom Holdings IV B.V.’s offering of €800m 3.750% senior secured notes due 2029 and WP/AP Telecom Holdings III B.V.’s offering of €550m 5.500% senior notes due 2030.
Skadden, Arps, Slate, Meagher & Flom LLP
Led by Eric Sensenbrenner in Washington DC, Skadden, Arps, Slate, Meagher & Flom LLP has experience handling a spectrum of tax aspects of transactions including M&A, spin-offs, partnerships, joint ventures and energy project finance, across a range of industries. The firm possesses a bench of attorneys who have previously held government positions at the Department of the Treasury, the IRS, and the Congressional Joint Committee on Taxation as international tax counsel. The firm also focuses on investment and sovereign wealth funds, and has experience in securitizations of commercial and industrial assets, bond offerings, IPOs, common stock issuances and ABL credit facilities. Nickolas Gianou, David Polster and Sarah Beth Rizzo are key contacts at the firm’s Chicago office, while Nathan Giesselman is a name to note in Palo Alto.
Other key lawyers:
Nicholas Gianou; David Polster; Sarah Beth Rizzo; Nathan Giesselman
Weil, Gotshal & Manges LLP has a broad range of expertise across CLOs, securitization transactions, including asset class such as auto loan, commercial notes, mortgages and consumer loans, bond offerings and credit facilities. The firm has a focus on cross-border transactions relating to securitizations, capital markets, private equity and fund matters, REITs and restructurings, as well as concentrating on tax elements of bankruptcy, advising debtors, creditors and other investors. The practice is also able to leverage the firm’s strong presence in Europe and has a significant partnership with the private funds practice, advising many newer entrants to the funds and private equity market including sovereign wealth funds, pension funds and DFIs. The practice is led by Joseph Pari, based across New York and Washington DC. Daniel Nicholas is also a significant player within the team in DC, concentrating on debt instruments, asset-based financing transactions and derivatives. Nicholas also has a focus on international tax planning and the taxation of financial products.
Other key lawyers:
Lenovo Group Limited
Enterprise Fleet Management, Inc.
GSO / Blackstone Debt Funds Management, LLC
Lendmark Financial Services, LLC
Blackstone Structured Products Advisors LP
The Dun & Bradstreet Corporation
- Advising Lenovo Group Limited (China), in its amended and renewed $3bn multi-jurisdictional, multi-currency, off-balance sheet accounts receivable securitization that was, at the time, one of the largest trade receivables securitizations ever signed.
- Advised Enterprise Fleet Management, Inc in the issuance by Enterprise Fleet Financing 2022-1, LLC of $1.3bn 144A asset-backed notes collateralized by leases generated through Enterprise’s fleet leasing business.
- Advised Credit Suisse, as lender and structuring agent, in an asset-backed financing to support the acquisition by a KKR-led consortium of a $1.1bn music portfolio that includes more than 62,000 copyrights across the music genres including pop, rock and country by artists and songwriters, from Kobalt Music Royalty Fund II.