Financial products in United States

Cadwalader, Wickersham & Taft LLP

Cadwalader, Wickersham & Taft LLP‘s tax group, headed by Linda Swartz, sits alongside the firm’s transactional practices to advise on structuring, documentation and execution of complex, tax-advantaged securities transactions and products. The team also works closely with lawyers in the firm’s London office, to provide UK tax law advice. Clients include high-profile financial institutions, insurance companies, funds and financial intermediaries. The team has particular expertise in structuring securitization vehicles, and lawyers are well-versed in mortgage-backed and asset-backed products, areas led on by New York’s Gary Silverstein . In Washington DC, Mark Howe  has significant experience in advising on tax issues arising from derivatives product, spanning a wide variety of asset classes.

Practice head(s):

Linda Swartz

Other key lawyers:

Mark Howe; Gary Silverstein

Key clients

Alternative Reference Rates Committee (ARRC)

Assured Guaranty Corp. and Assured GuarantyMunicipal Corp.

BSOF Parallel Master Fund L.P.

Credit Suisse

Deutsche Bank

Freddie Mac

Investec

J.P. Morgan

Lument Finance Trust, Inc.

MBIA, Inc.

Mizuho Capital Markets LLC

Morgan Stanley

Thoma Bravo Advantage

Wells Fargo

Alternative Reference Rates Committee (ARRC)

Assured Guaranty Corp. and Assured Guaranty Municipal Corp.

BSOF Parallel Master Fund L.P.

Credit Suisse

Deutsche Bank

Freddie Mac

Investec

J.P. Morgan

Lument Finance Trust, Inc.

MBIA, Inc.

Mizuho Capital Markets LLC

Morgan Stanley

Thoma Bravo Advantage

Wells Fargo

Work highlights

  • Advising Assured Guaranty Corp. and Assured Guaranty Municipal Corp. (“Assured”) in connection with the Commonwealth of Puerto Rico’s restructuring of approximately $73 billion of outstanding bond debt.
  • Advising ARRC on 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 Wells Fargo as co-lenders on a $3 billion single-asset/single-borrower securitized refinancing of the newly developed One Vanderbilt skyscraper in Midtown Manhattan.

Cleary Gottlieb Steen & Hamilton

At Cleary Gottlieb Steen & Hamilton, lawyers are well-integrated into a strong global office network, often working closely with tax experts in the firm’s Paris, Rome and London offices to provide a strong cross-border tax offering. Jointly heading the team, Jason Factor  focuses on the tax aspects of private equity and hedge fund deals, partnerships and compensation issues, as well as domestic and international acquisitions and divestitures. Factor leads alongside Diana Wollman, a tax controversy expert with experience representing clients in tax audits and investigations, as well as complex transactions. William McRae  is a seasoned tax lawyer with a strong track-record in the tax aspects of forming and investing in investment vehicles, as well as restructurings and equity derivatives. Corey Goodman departed in November 2021.

Practice head(s):

Jason Factor; Diana Wollman

Other key lawyers:

William McRae; Meyer Fedida

Key clients

Warburg Pincus

Astound Broadband

SoftBank Group International

Artius Acquisition Inc.

ArcelorMittal

Brookfield Asset Management

American Express

Global Healthcare Exchange

ITOCHU International Inc.

International Seaways

Vivendi

TPG

KKR

Sixth Street

The Carlyle Group

Work highlights

  • Advised a Warburg portfolio company, on its £3.8 billion acquisition of G4S.
  • Advised an investment company on the acquisition of Signature Aviation, as part of a consortium with Blackstone and Global Infrastructure Partners.
  • Advised Brookfield Asset Management on the chapter 11 restructuring of a major publicly traded hospitality REIT and its operating partnership.

Clifford Chance

I haven’t yet found a complex tax issue the Clifford Chance  team can’t efficiently handle‘, says one client, impressed with the New-York-based team’s financial products tax practice. The group stands out for its expertise across a wide variety of derivatives and securities transactions, utilising a deep bench of specialists. Taking the lead is David Moldenhauer , whose practice includes complex tax structuring and risk assessments in relation to investment funds, carried interest and management co-investment arrangements, private equity investments and real estate transactions. Philip Wagman has developed significant expertise in tax issues arising from hard asset securitizations; Michael Seaton is an specialist in REITs; Avrohom Gelber focuses on cross-border finance and capital markets deals, including CLO securitizations; Jim Gouwar is noted for mortgage- and asset-backed transactions; and counsel Rebecca Pereira‘s practice puts an emphasis on advising private equity and real estate funds.

Practice head(s):

David Moldenhauer

Other key lawyers:

Philip Wagman; Michael Seaton; Avrohom Gelber; Jim Gouwar; Rebecca Pereira

Testimonials

‘This team has been very helpful with our review of M&A tax insurance submissions and tax policy underwriting. They’re top specialists in the field and are both very technical and commercial, which makes a difference in the context of M&A transactions.’

‘I haven’t yet found a complex tax issue the Clifford Chance team can’t efficiently handle. Though I’ll keep trying, not sure I will ever find one.’

‘Philip Wagman is an outstanding lawyer, a true technician who is able to quickly provide thoughtful and digestible advice on a wide range of highly complex tax issues. He is brilliant and an excellent writer, but he is also modest, approachable and kind, which makes working with Philip a real pleasure.’

Key clients

Capital Dynamics

American Landmark

Credit Suisse Asset Management, LLC

Bayview

Chimera

Waterfall Asset Management

Iconiq Capital

Morgan Stanley

Goldman Sachs

Work highlights

  • Advised Capital Dynamics on numerous high profile fund mandates including the formation of Capital Dynamics Global Secondaries V (GSEC V), the formation of Clean Energy Infrastructure X (CEI X) and the formation of Capital Dynamics’s inaugural US direct lending fund.
  • Advised American Landmark, a multifamily real estate owner/operator, on the closing of its third real estate fund with commitments of approximately US$918 million.
  • Advised Tikehau Capital in relation to various regulatory and tax requirements, including advising Tikehau Capital North America LLC on the establishment and capital raise of its inaugural private debt secondaries fund as well as U.S. regulatory requirements under the Advisers Act and full U.S. tax capabilities.

Davis Polk & Wardwell LLP

In New York, Davis Polk & Wardwell LLP‘s lawyers are experts in developing complex financial products and structures, with a practice that spans debt and equity derivatives, tax-efficient structures for real estate investments, and advice to debtors and creditors in relation to restructurings.  Chair and managing partner of the firm Neil Barr is a key team member counting high-profile financial institutions and corporates as clients, and co-heads the group with David Schnabel, who is known for his transactional tax expertise. Po Sit has developed a renowned practice revolving around derivative product and partnership taxation, predominantly advising financial institutional clients. Michael Farber has expertise in securitization taxes, while Lucy Farr is a specialist in the taxation of derivatives and structured products. Corey Goodman, who joined from Cleary Gottlieb Steen & Hamilton in November 2021, is another name to note.

Practice head(s):

Neil Barr; David Schnabel

Other key lawyers:

Po Sit; Michael Mollerus; Michael Farber; Lucy Farr; Corey Goodman

Key clients

ABB Bath & Body Works

The Brink’s Company

Charles Schwab

Clarivate

Comcast

Emerson Electric

ExxonMobil

Federal Express Corporation

The Ferrero Group

Fortress Investment

Group GE

Gilead Sciences

KKR

Lockheed Martin

McKesson Corporation

NBCUniversal Media, LLC

Novo Nordisk

PepsiCo

Reckitt

Reynolds

Roche

SS&C

SUEZ

Takeda

Tyson Foods

VF Corp

Williams Companies

Credit Suisse

Goldman Sachs

JP. Morgan

Morgan Stanley

Work highlights

  • Advised PepsiCo, Inc. in connection with its joint venture with PAI Partners with respect to Tropicana, Naked and other select juice brands across North America, and an irrevocable option to sell certain juice businesses in Europe to the joint venture, which will result in combined pre-tax cash proceeds of approximately $3.3 billion to PepsiCo while PepsiCo will retain a 39% non-controlling interest in the newly formed joint venture.
  • Advised Gilead Sciences, Inc. in its acquisition of Immunomedics, Inc. for $88.00 per share in cash.

Mayer Brown

With ‘an excellent, top notch practice‘, Mayer Brown‘s team, co-led in the US by Chicago’s James Barry and New York’s Jason Bazar , advises banks, funds and other capital markets participants on the tax aspects of their financial products and trading strategies. It works closely with the firm’s banking and finance, capital markets and securities practices, and has a stellar reputation for innovative products and transactions. Areas of expertise include structured products, hybrid securities, capital reshuffling and debt and equity offerings. In New York, Mark Leeds is focused on the tax consequences of capital markets products and strategies, including over-the-counter derivative transactions, swaps and tax-exempt derivatives; while Thomas Humphreys, who ‘brings a combination of knowledge of transactions and capital markets, and most importantly problem solving and creativity to any situation‘, is a veteran of the financial products space, with a track record in innovative structures. In San Francisco, Remmelt Reigersman is known for federal and international tax matters, with a strong practice including public offerings and private placements of equity, debt and hybrid securities.

Practice head(s):

James Barry; Jason Bazar

Other key lawyers:

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

Testimonials

‘Mayer Brown has an excellent, top notch practice overall.’

‘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 transactions than possibly any other attorney on Wall Street.

The innovation Mayer Brown brings to the practice relates to its knowledge of transactions, and its creativity in developing new structures and solving problems and issues in transactions.’

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

Key clients

Bank of America Securities / Merrill Lynch

Bank of Montreal/BMO Capital Markets

C5 Capital Limited

Canadian Imperial Bank of Commerce

Citigroup Global Markets Inc

Credit Agricole CIB

HSBC USA Inc.

JPMorgan Chase Bank, Mizuho Bank and PNC Bank

M+ Funds

MJX Asset Management LLC

National Bank of Canada

Raymond James & Associates

Société Générale

UBS

Work highlights

  • Advised BMO on both its SEC registered and Regulation S/Rule 144A offering programs.
  • Advised JPMorgan Chase Bank, Mizuho Bank and PNC Bank, as joint lead arrangers and administrative agents, in connection with $4.5 billion financing provided to FirstEnergy Corp., one of the largest investor-owned electric systems in the US, and made available under six separate operating company revolving credit facilities.
  • Advised Merrill Lynch International as the Initial Purchaser and Sole Arranger in respect of a refinancing of Carlyle Euro CLO 2017-1, a European CLO transaction.

Allen & Overy LLP

Allen & Overy LLP‘s group has vast experience in structuring and implementing major domestic and cross-border financial and corporate transactions. In terms of financial products, clients include a wide variety of corporations, insurance companies and funds. Areas of expertise include the taxation of financial instruments, including CLOs, securitizations and asset repackagings, as well as derivatives. The team also has a niche in FACTA and 871(m) dividend equivalent withholding tax. The practice is jointly led from New York by Dave Lewis, a global tax planning expert, and head of the US tax department Jack Heinberg, whose expertise encompasses the taxation of financial instruments, derivatives, CLOs and cross-border financing and securitizations. Senior counsel Caroline Lapidus has a strong practice pertaining to global capital markets taxation and cross-border real estate transactions (including REITs), in addition to the application of double tax treaties.

Practice head(s):

Dave Lewis; Jack Heinberg

Other key lawyers:

Caroline Lapidus; John Hibbard

Testimonials

‘Very approachable and proactive’

Key clients

SHV Interholding AG

Pendal Group Limited

Carvana

Blue Road Management

Stonepeak Infrastructure Partners

Macquarie Asset Management

Intralot Capital Luxembourg SA

Société Générale

Morgan Stanley

Work highlights

  • Advised SHV Holdings N.V. (SHV) on the USD360 million sale of Makro Peru, a food wholesale provider, to InRetail Peru Corporation, a company listed in Peru. SHV is one of the biggest private Dutch companies whose holdings include Makro, Nutreco, Mammoet, Eriks and SHV Energy.
  • Advised Pendal Group, the ASX-listed Australian asset manager, on its agreement to acquire Thompson, Siegel & Walmsley for AUD413m (USD320m), funded by an AUD380m total equity raising comprised of an AUD190m placement of new shares to institutional investors and an AUD190m share purchase plan to eligible retail shareholders.
  • Advised Blue Road Capital on its acquisition of Sweet Harvest Foods, a natural sweeteners platform and one of the largest processors of honey in North America, from an affiliate of Peak Rock Capital for USD102 million.

DLA Piper LLP (US)

DLA Piper LLP (US)‘s transactional tax team of ‘consummate problem solvers‘ is known for advising foreign-based investors in the US on cutting edge investment structures minimizing US tax effectively-connected-income risk and withholding tax risks, as well as assisting overseas asset managers expanding into the US, with particular expertise in CLOs. The group is co-led by New York’s Gerald Rokoff, who is praised by clients for his ‘unique ability to forge viable solutions to the most vexing issues’; and Silicon Valley’s Stacy Paz, who has significant transactional tax experience. Chicago’s Tom Geraghty has a strong roster of US and non-US investor clients which he advises across asset classes on the tax aspects of debt and equity instruments. In New York, Witold Jurewicz focuses on the funds space.

Practice head(s):

Gerald Rokoff; Stacy Paz

Other key lawyers:

Tom Geraghty; Witold Jurewicz; Frank Mugabi

Testimonials

High level of personal service.’

The tax team led by Jerry Rokoff was able to identify key tax issues in a multifaceted joint venture negotiation and formation. They were also able to subsequently coordinate effectively with the tax accountants in the preparation of the company’s tax returns. Jerry has the valued ability to explain complex tax issues in plain English as well as assist the client in assessing tax risk.’

Jerry Rokoff is well respected by lawyers for the league and other teams which help move transactions forward and issues effectively resolved. ‘

Jerry and his team are technically excellent, very creative, concise and their work is always extremely usable and understandable.’

Jerry and his team are the consummate problem solvers while being creative up and down the line form their associates to their senior partners.’

Our firm is heavily dependent on expert tax analysis in the context of complex structured finance transactions. Our principals generally have extensive tax and M&A backgrounds. The DLA team has proved to be the best firm in meeting our needs with innovative solutions and quick response. We can say enough about our appreciation for the relationship.’

Gerald Rokoff is someone we have worked with for several decades on complex tax issues (both at DLA and prior firms). He has the unique ability to forge viable solutions to the most vexing issues and to work well with counter part counsel to get to a “yes”. Speaking as one who has a tax background and has worked with many top tax counsel, he is the best.’

Key clients

HarbourView Equity Partners, LLC

Goldman Sachs

Ares Management

Blackrock

SocGen

ArrowMark

Sound Point

Irradiant Partners

Trimaran

Aligned Energy

Sabey Data Centers

Stack Infrastructure

Compass Datacenters

Jefferies LLC

Above Lending

Oxford 1 Asset Management USA Inc

AMP Capital Investors Limited

American International Underwriters (AIG)

Work highlights

  • Advised HarbourView Equity Partners on structuring new joint venture in the music rights sector between HarbourView and Apollo, which invested both debt and equity. The transaction involved structuring the deal that included different classes of taxpayers, which included insurance companies and domestic investors.
  • Advised Ares Management on the structured finance’s group many CLO deals, including drafting the guidelines to ensure that the CLO is not engaged in the US trade or business which are periodically updated to reflect market changes.
  • Advised on the tax aspects of the largest inaugural datacenter securitization and first-ever green datacenter securitization, consisting of an issuance of $1.35 billion of securitized notes for Alignd Energy.

Shearman & Sterling LLP

Shearman & Sterling LLP is praised by clients for ‘tremendous industry knowledge in financial products and a great depth of experience dealing with many clients‘, with a strong track-record in the taxation of innovative financial products; including numerous mandates involving cryptocurrency issues. The key contact for financial product tax is New York’s Michael Shulman, who ‘stays on top of industry developments and new IRS rules and regulations, and takes time to update and educate clients‘. Shulman is a specialist in developing new financial products, as well as advising regulated investment companies on organizational and transactional matters. Also in New York, counsel Lorenz Haselberger is an expert in financial product taxation. In Washington DC, Kristen Garry  has developed a name for the tax aspects of the LIBOR transition, as well as matters pertaining to cryptocurrency. Nathan Tasso departed the firm in March 2021.

Practice head(s):

Michael Shulman

Other key lawyers:

Kristen Garry; Robert Rudnick; Michael Daly; Lorenz Haselberger

Testimonials

‘Mike is a subject matter expert in the taxation of financial products.’

‘Mike Shulman is one of the best financial products tax experts I have worked with.’

‘The firm is an industry leader in taxation including financial products and financial services. The firm is committed to client service and always offers timely and well researched responses to questions. Their billing practices are transparent and fair.’

‘Lorenz Haselberger is extremely smart and has an excellent breadth of technical tax knowledge. I view him as a rising industry leader in the taxation of financial products (including digital assets) and more generally in tax issues relevant to financial institutions, and I know he is also well regarded as a tax lawyer in the M&A space. He is highly responsive and is an excellent outside tax advisor who quickly understands the issues and works with clients to find creative solutions. He is highly responsive and is an excellent client service, and is great at breaking down complex concepts for business leaders and non-tax professionals. He truly understands the needs of an in-house tax function and is a pleasure to work with.

Mike Shulman is the industry leader in taxation of financial products and other issues related to financial services. I trust his advice completely, and know that it supported by research and decades of experience. He stays on top of industry developments and new IRS rules and regulations, and takes time to update and educate clients. He provides great client service and is a true joy to work with!

‘I think they have tremendous industry knowledge about financial products and a great depth of experience dealing with many clients. Pretty much any issue I raise they have significant experience in the area and are able to provide high quality advice quickly. They cover both domestic and international aspects of financial products very well.’

‘The tax financial products team at Shearman is strong, with particular expertise in the area of ISDA negotiations and issues that arise from the modification of derivative contracts. It is easy to get in touch with folks from the firm for urgent matters.’

‘The individuals at the firm are easy to reach with questions, and billing is generally very reasonable. The advice offered is practical and easy to implement. Mike Schulman and Lorenz Haselberger in particular are excellent to work with.’

Key clients

Ardagh Metal Packaging S.A

Coca-Cola European Partners plc (Coca-Cola Europacific Partners plc)

Bank of America

Citigroup Global Markets

J.P. Morgan Securities

Goldman Sachs & Co.

Morgan Stanley

Province of Córdoba and Banco de la Provincia de Córdoba

CVS Health

Work highlights

  • Advised Ardagh Metal Packaging Finance plc and Ardagh Metal Packaging Finance USA LLC, both subsidiaries of Ardagh Metal Packaging S.A, on their $2.8 billion offering of high yield notes.
  • Advised Argentina’s Province of Córdoba and Banco de la Provincia de Córdoba on the successful restructuring of approximately $1.67 billion of the Province’s outstanding aggregate U.S. dollar-denominated international bonds.
  • Advised CVS Health on its $1 billion bond offering and related $2.05 billion cash tender offer for its outstanding senior notes.

Skadden, Arps, Slate, Meagher & Flom LLP

At Skadden, Arps, Slate, Meagher & Flom LLP, the group works closely with the firm’s capital markets and corporate lawyers to advise on the tax aspects of a wide variety of financial products. The team is led from Washington DC by Eric Sensenbrenner, who is also head of the global tax group and is an international tax planning expert. In New York, Chase Wink assists US and overseas clients on matters including global intangible low taxed income issues and transfers of intangible property; and Gavin White is another name to note with significant experience in financial product taxation.

Practice head(s):

Eric Sensenbrenner

Other key lawyers:

Chase Wink; Gavin White; Alec Jarvis

Weil, Gotshal & Manges LLP

Based in Washington DC, the team at Weil, Gotshal & Manges LLP, under the leadership of Joseph Pari, works closely with the firm’s capital markets and banking and finance teams to advise on a wide variety of financial products. The key contact is Daniel Nicholas, an expert in the tax aspects of debt instruments, with knowledge in debt modifications, restructurings, interest deductibility, tax fungibility and withholding, as well as derivatives. The team was joined by a number of lawyers, including David Levy from Skadden, Arps, Slate, Meagher & Flom LLP, who is experienced in REIT-related taxation and joined the firm in March 2021.

Practice head(s):

Joseph Pari

Other key lawyers:

Daniel Nicholas; David Levy

Key clients

Apollo Global Management

BlackRock Investment Management (UK) Limited

Blackstone CLO Management LLC

Blackstone Ireland Limited

Blackstone Liquid Credit Strategies LLC

BlueBay Asset Management LLP

Brigade Capital Management LP

CELF Advisors LLP

CFG Partners, LP

Credit Suisse

Delaware Life Insurance Company

Deutsche Bank

Fair Oaks Capital Ltd.

Goldman Sachs

Guggenheim

Lendmark Financial Services, LLC

Oaktree Capital Management

On Deck Capital, Inc.

Work highlights

  • Advised Apollo Global Management, as sponsor, and the issuer, on the tax aspect of Donlen’s $1.9 billion issuance of four classes of Series 2021-1 asset backed variable funding notes secured by a collateral pool of Donlen-managed vehicle leases.
  • Advised Credit Suisse, as lender and structuring agent, on the tax aspect of an asset-backed financing to support the acquisition by a KKR-led consortium of a $1.1 billion music portfolio from Kobalt Music Royalty Fund II.
  • Advised Blackstone Liquid Credit Strategies LLC (BLCS) (an affiliate of Blackstone), as collateral manager, on the tax aspect of the $610 million issuance of 144A / Reg S CLO notes by Wellman Park CLO, Ltd. (Cayman Islands) and Wellman Park CLO, LLC, CLO issuers, and secured primarily by first lien loans managed by BLCS.