The New York based team at Cadwalader, Wickersham & Taft LLP is prominent for its transactional work, in which the the firm has employed a variety of spin-offs, inversions, Reverse Morris Trusts and a number of sophisticated securitization vehicles. The team is also capable in handling the restructuring of foreign debt or new money investments by foreign entities, as well as ERISA issues and REMIC tax issues. Linda Swartz leads the practice and focuses her practice on structuring global mergers and acquisitions, spin-offs, joint ventures and restructurings. Jon Brose assists managers, underwriters, issuers and placement agents on tax issues relating to structured finance and securitization vehicles. Based in Washington DC, Mark Howe focuses his practice is concentrated in partnerships, financial products, securitization, the tax aspects of capital markets, general corporate finance, securities, and commodities. William Walsh is a key conatct.
Financial products in United States
Cadwalader, Wickersham & Taft LLP
Practice head(s):
Linda Swartz
Other key lawyers:
Jon Brose; Mark Howe; William Walsh
Key clients
BNP Paribas
AlTi Tiedemann Global (“AlTi”)
Assured Guaranty Corp. and Assured Guaranty Municipal Corp.
A number of regional banks and Global Systemically Important Banks (GSIBs)
A leading global alternative investment manager
AXA Investment Managers
Bank of America
Goldman Sachs, Deutsche Bank, Barclays, Bank of Montreal; Barclays, 3650 REIT, UBS, Deutsche Bank, Société Générale, Benefit Street
Deutsche Bank Securities, Inc. and Morgan Stanley Bank, N.A.
Work highlights
- Representing BNP Paribas, in its $5 billion strategic financing and capital markets collaboration with ATLAS SP Partners.
- Advised Morgan Stanley as underwriter in a $947.8 million commercial mortgage-backed security multi-borrower transaction issued by Freddie Mac.
- Representing Assured Guaranty Corp. and Assured Guaranty Municipal Corp. in connection with the Commonwealth of Puerto Rico’s restructuring of approximately $73 billion of outstanding bond debt.
Cleary Gottlieb Steen & Hamilton
The tax practice at Cleary Gottlieb Steen & Hamilton advises on a wide range of financial products, specializing in advising on the taxation of cryptocurrencies, derivatives, and hedge funds, thus supporting global corporations, financial institutions and sovereign wealth funds. New York-based Meyer Fedida leads the team, which comprises of Jason Factor , known for advising on M&A, fundraisings, and private funds liquidity, William McRae , whose broad practice encompasses sovereign wealth funds and complex bankruptcy matters, and James Peaslee whose broad portfolio encompasses structured finance, financial products, and financial institutions. Susanna Parker, is well regarded for her work with private equity sponsors while, Maureen Linch, who is based in the Bay Area, advises on cross-border tax planning and renewable energy tax credits.
Practice head(s):
Meyer Fedida
Other key lawyers:
Jason Factor; William McRae; James Peaslee; Susanna Parker; Maureen Linch
Testimonials
‘They have an incredibly deep bench with experience and credibility.’
Key clients
Synopsys, Inc.
Genesis
OCI N.V.
American Express
Samarco Mineração S.A.
The Walt Disney Company
Tempur Sealy International Inc.
TPG
KKR
Mexico Infrastructure Partners
T-Mobile US, Inc.
Langan Engineering, Environmental, et al.
Roquette
Ad Hoc Committee of ILAP Bondholders
Goldman Sachs
Amundi
Mubadala
Work highlights
- Advised Synopsys, Inc. in its pending $35 billion acquisition of Ansys, related $16 billion financing, and related business sales.
- Advised Genesis Global Capital LLC and certain of its affiliates in the tax issues related to securing a decision from the U.S. Bankruptcy Court for the Southern District of New York.
- Advised The Walt Disney Company in the pending $8.5 billion merger of Star India with Viacom18 to form a new joint venture with Reliance.
Davis Polk & Wardwell LLP
The New-York based tax team at Davis Polk & Wardwell LLP, employs a multidisciplinary approach in assisting clients with complex US and global transactions, such as private and public acquisitions, internal restructurings, spin-offs, joint ventures and IPOs. The team has developed a wealth of techniques for complex Reverse Morris Trusts, inversions, spin-offs, and dual-listed corporate structures. Leading the team, Lucy Farr concentrates her practice on the taxation of corporate finance, as well as derivatives and structured finance. Michael Farber advises investment banks and financial institutions on the tax aspects of various financial instruments, derivatives and capital markets activities, while Corey Goodman assists U.S. and international corporate and private equity clients on a vast array of complex transactions. Ethan Goldman advises clients on federal income tax considerations related to a variety of transactions, including US and cross-border mergers, acquisitions, joint ventures, and investments.
Practice head(s):
Lucy Farr
Other key lawyers:
Michael Farber; Corey Goodman; Ethan Goldman
Key clients
26North
Alphadyne Asset Management
Antares Capital
Azenta
Baron Capital
BentallGreenOak Strategic Capital
Block.One
Bread Financial Holdings
Cadre
CapitalSpring
Citigroup
Coinbase
Comcast
Credit Agricole
Credit Suisse (now part of UBS)
Galaxy Digital
GHK Capital Partners
Golub Capital
Grayscale Investments
GrowthCurve Capital
Harvest Partners
Hashdex Asset Management
JPMorgan
Lightyear Capital
Meritage Group
Morgan Stanley
Mudrick Capital
New York Digital Investment Group (NYDIG)
PPL Capital Funding
Rapid7
Rialto Capital
Rubicon Founders
Semtech Corporation
SkyBridge Capital
Tactical Infrastructure Partners
Tailwind Capital Group
Trilantic Capital Partners
TruArc Partners
Two Sigma Investments
Uniti Group
Ventas Realty
World Kinect Corporation
Work highlights
DLA Piper LLP (US)
DLA Piper LLP (US)‘s multidisciplinary approach to financial products allows the team to advice clients on the broader implications of tax-efficient structures. The team has a deep understanding of the technical tax aspects of structuring financial products, fund formations and asset management advice, particular as those pertain to the media and entertainment industry. The team is led by New York-based Gerald Rokoff focuses his practice on financial products, insurance products and M&A transactions with vast experience in representing asset managers, underwriters, and investors with respect to asset-backed securitizations and investors in the making of US inbound investments across a variety of asset classes. Shiukay Hung is commended for his deep knowledge of the tax implications of complex transactions in the REIT sector. In Chicago, Aalok Virmani advises on the domestic and international tax aspects of forming, organizing and operating private equity funds, private equity real estate funds, venture capital funds, hedge funds, credit funds and secondary funds. Based in New York Witold Jurewicz concentrates his practice on domestic and international taxation, with experience in tax-efficient structures for non-US operations and investments, tax treaty planning and US and international tax reporting and compliance.
Practice head(s):
Gerald Rokoff
Other key lawyers:
Shiukay Hung; Aalok Virmani; Witold Jurewicz
Testimonials
‘I work with Gerald Rokoff and John Wei – both are excellent.’
‘The DLA team stands out for its outstanding combination of technical expertise and commercial insight. The team excels in coming up with innovative and tax-efficient solutions for complex matters in the private credit space.’
‘Our go-to partner, Gerald Rokoff, is excellent and can bring on a great team of partners and associates necessary for any given project.’
‘Each person on the team is extremely helpful, knowledgeable in their space and striking the right balance between commercial and legal.’
Key clients
MAG Capital Partners
Kian Capital Partners
HarbourView Equity Partners, LLC
Hayfin Capital Management LLP
Concord Music Group, Inc. [Alchemy/Concord Music]
MC Credit Partners LP
Nuveen, LLC
Société Générale [SocGen]
ArrowMark Partners
Sound Point Capital Management, LP
Jefferies Financial Group, Inc.
Aligned Energy Holdings L.P.
Harrison Street Real Estate Capital LLC
Campbell Global, LLC
Hamilton Lane
Mirae Asset Global Investments
Partners Group AG
Harbert Management Corporation
Deutsche Bank AG
Trimaran Advisors, LLC
BTIG, LLC
Irradiant Partners
Work highlights
- Advised Kian Capital Partners on the new formation of a single asset continuation fund.
- Advising Goldman Sachs Real Estate Finance Trust, Inc. in connection with its formation and sponsorship of an externally managed, public, nontraded REIT and related REIT tax structuring work.
- Continues to advise Concord Music and Alchemy Copyrights, LLC on the structure and implementation of the securitization.
Mayer Brown
The tax department at Mayer Brown, headed by New York-based Jason Bazar and Brian Kittle , Chicago-based Thomas Kittle-Kamp and Jeffrey Bruns, as well as San Francisco-based Remmelt Reigersman and shows strong capabilities in advising banks, funds and other capital markets entities on the tax aspects of financial products and trading strategies. Some of the firms offerings include structured products, hybrid securities, capital reshuffling, as well debt and equity offerings. In New York, Russell Nance holds a invaluable experience in structured finance transactions and financial products and represents sponsors, managers, and underwriters in collateralized bond, loan, and debt obligation transactions and issuers and underwriters in various asset-backed and insurance related transactions whilst Steven Garden, who sits in the Chicago office, assists clients on matters related to asset-backed and trade receivable securitization financings, many of which feature cross-border elements.
Practice head(s):
Jason Bazar; Brian Kittle; Thomas Kittle-Kamp; Remmelt Reigersman; Jeff Bruns
Other key lawyers:
Russell Nance; Steven Garden
Key clients
HSBC USA Inc.
Bank of Montreal
Canadian Imperial Bank of Commerce (“CIBC”)
National Bank of Canada
Sumitomo Mitsui Banking Corporation
Morgan Stanley
Santander Consumer USA Inc
The Huntington National Bank
Carvana, LLC
Nomura America Finance
Atwater Capital LLC
Société Générale
BBVA
Mizuho
Bank of America Securities / Merrill Lynch
Work highlights
- Advised HSBC on over 1,312 notes that have raised over $4.9 billion and we advised on almost $11.1 billion of structured note issuances.
- Represented Sumitomo Mitsui Banking Corporation in a $400 million syndicated revolving warehouse credit facility to fund the acquisition of middle market corporate loans under the Neuberger Berman Group LLC private debt investment program.
- Represented Morgan Stanley, as underwriter, in transactions that provided financing to support design, development, and construction of high-speed rail projects for Brightline Trains Florida.
Sidley Austin LLP
Sidley Austin LLP’s offering consists of a vast array of innovative financial products, such as CLOs, securitized offerings, linked notes, and other structured products assisting a diverse range of clients including investment banks, corporates, and asset managers. The tax team works in tandem with the capital markets practice also providing advice across debt, equity and equity-linked capital markets products. The team is jointly led by Palo Alto based Rachel Kleinberg, New York based Robert Kreitman and Chicago based Bridget O’Neill. Kreitman’s key areas of expertise include residential and commercial mortgage-backed securitization, as well as asset-backed securitization, structured finance and a wide range of capital markets transactions while Kleinberg handles matters concerning federal tax aspects of transactional matters such as M&A, joint ventures, spinoffs and reorganizations. Richard Silverman who sits in the Chicago office, has considerable knowledge of both federal and state tax matters and assists clients with structured finance and securitization transactions, as well as bankruptcy and restructuring matters.
Practice head(s):
Rachel D. Kleinberg; Robert M. Kreitman; Bridget R. O’Neill
Other key lawyers:
Richard Silverman
Testimonials
‘Rachel Kleinberg is a best-in-class tax legal counsel, and our go-to at Sidley across our most important matters. She is commercial and practical, adept at resolving differences and advancing the ball.’
Key clients
Anthelion Capital Partners LLC
Carlyle Investment Management LLC
Eldridge Industries, LLC
Kohlberg Kravis Roberts & Co. Kohlberg Kravis Roberts & Co. (Fixed Income) LLC
Work highlights
- Represented Carlyle and KKR in entering into an agreement, through partnerships comprised of funds and accounts managed by Carlyle and KKR’s respective credit businesses, to purchase a portfolio of prime private student loans from Discover Bank with a principal balance of approximately US$10.1 billion.
- Represented KKR’s credit funds and accounts in connection with the purchase of a $7.2 billion portfolio of super-prime recreational vehicle RV loans from BMO Bank National Association.
- Represented Eldridge Industries as lead provider of equity and debt financing to Metropolis Technologies, Inc. for Metropolis’s take-private acquisition of SP+ Corporation.
A&O Shearman
Jointly led by Larry Crouch and Jack Heinberg, the team at A&O Shearman provides a comprehensive tax advisory service advising on the U.S. federal income tax aspects of domestic and cross-border financial and corporate transactions. The firm’s client roster is comprised of governments, financial institutions, insurance companies, and funds. Crouch holds extensive experience in advising clients on tax planning issues for domestic and international transactions, including mergers and acquisitions, capital markets and joint ventures, while Heinberg focuses his broad practice primarily on the taxation of financial instruments and derivatives, cross-border financing, CLOs, and securitizations. Caroline Lapidus is based in Silicon Valley and represents clients in matters concerning project finance, asset management and REIT investments. Lorenz Haselberger, who is based in New York, routinely advises banks, broker dealers, digital asset intermediaries and family offices on the tax aspects of financial products, transactions, and inbound investments.
Practice head(s):
Larry Crouch; Jack Heinberg
Other key lawyers:
Caroline Lapidus; Lorenz Haselberger
Key clients
Société Générale
Neuberger Berman
Sound Point Capital Management
CQS
Monroe Capital Management LLC
PIMCO
TD Bank
CIBC
Toyota Motor Credit Corporation
Abu Dhabi National Oil Company
Azul S.A.
Banco BTG Pactual S.A. – Cayman Branch
Banco do Brasil S.A.
Barclays Capital Inc.
BBVA
BMO Capital Markets
BNP Paribas
BofA Securities, Inc.
CIBC Capital Markets
Citigroup
Credit Agricole CIB
CVS Health Corporation
Ecopetrol
Goldman Sachs & Co. LLC
Itau BBA USA Securities, Inc.
J.P. Morgan
Mizuho
Morgan Stanley & Co. LLC
MUFG Securities Americas Inc.
PNC Capital Markets LLC
Province of British Columbia
Rabo Securities
RBC Capital Markets
Santander US Capital Markets LLC
Sasol Limited
Scotia Capital (USA) Inc.
Scotiabank
SMBC Nikko
TD Securities
Toyota Motor Corporation
Truist Securities
UBS Securities LLC
Valvoline Inc.
Wells Fargo Securities
Work highlights
- Acting as an advisor in the global covered bond market to both issuers and underwriters in an established covered bond programs.|
- Advised on approximately 120 CLO transactions, totalling over U.S.$49 billion, for clients such as Neuberger Berman, Sound Point Capital Management, Elmwood Asset Management, CIFC Asset Management, Jefferies, and other various investment and asset management firms.
- Developing a leading practice in structuring and implementing significant risk transfer transactions and investment platforms.
McDermott Will & Emery LLP
The team at McDermott Will & Emery LLP prides itself in its capabilities in developing new financial products, adapting existing products to suit client needs, and handling the transactional and tax aspects of various parties in public finance transactions. The practice is headed by New York-based John Lutz and Washington DC-based Timothy Shuman. Lutz’s enviable client base consists of key players across a diverse range of industries whom he advises on the tax aspects of investment funds, structured finance, and corporate mergers. Miami based Michael Bruno advises multinational companies and individuals on US and international tax matters while New York William Pomierski focuses his practice on the federal income tax implications of domestic, cross-border and global financial products and capital markets transactions.
Practice head(s):
Timothy Shuman; John Lutz
Other key lawyers:
Michael Bruno; William Pomierski
Testimonials
‘Experts in private equity deal structuring.’
‘McDermott has extensive expertise in the design, trading, and utilization of structured products, derivative financial instruments, and synthetic derivatives. They are well known for success in structured finance and a strong reputation for excellence. ’
Key clients
Ambridge Partners
Berkshire Hathaway Specialty Insurance
Bank of America
Citgo Petroleum Corporation
Credit Suisse
Work highlights
- Advised Bank of America on tax structuring for healthcare receivables financing, investments in Puerto Rican debt securities, and other tax-advantaged financings.
- Advised Citgo Petroleum Corporation on the tax aspects of trading and hedging activities.
- Advised cryptocurrency industry players on tax issues in the cryptocurrency and digital assets sector.
Skadden, Arps, Slate, Meagher & Flom LLP
Led by Victor Hollender, the team at Skadden, Arps, Slate, Meagher & Flom LLP‘s team represents a broad range of public and private companies in relation to mergers and acquisitions, post-acquisition integration transactions, spin-offs and joint ventures. Eric Sensenbrenner has significant experience in assisting clients with matters related to mergers, acquisitions and spin-offs, and in structuring cross-border investments and capital markets transactions. Nazmiye Gökçebay is regularly called upon to counsel clients on capital markets transactions, derivatives and securitizations, and financial instruments. Ed Gonzalez handles transactional tax aspects including mergers and acquisitions, domestic and international financial instruments, leveraged buyouts, private equity investments, asset-based financings, and derivatives. All lawyers are based in New York.
Practice head(s):
Victor Hollender
Other key lawyers:
Eric Sensenbrenner; Nazmiye Gökçebay; Ed Gonzalez
Work highlights
Weil, Gotshal & Manges LLP
Weil, Gotshal & Manges LLP advises clients on a wide variety of cross-border transactions such as mergers and acquisitions, private equity funds, securitizations and real estate and REITs. Based in New York and Washington DC, Joseph Pari leads the practice, while New York based Greg Featherman advises clients on cross-border mergers, acquisitions, spin-offs, other divisive strategies, as well as foreign tax credits.
Practice head(s):
Joseph Pari
Other key lawyers:
Greg Featherman
Key clients
Air Methods Corporation
AMC Entertainment Inc.
BMO Capital Markets Corp.
Campbell Soup Company
Cedar Fair, L.P.
Diversified Healthcare Trust
First Watch Restaurants, Inc.
Global Aircraft Leasing Co. Ltd.
Goldman Sachs & Co.
J.P. Morgan
Morgan Stanley
PNC Capital Markets LLC
Portillo’s Inc.
RBC Capital Markets LLC
SMBC Nikko Securities America Inc.
TE Connectivity plc (f/k/a TE Connectivity Ltd.)
Truist Securities, Inc.
Wells Fargo
Willis Towers Watson PLC
Work highlights
- Advised dealer managers on the tax aspects of a $3.65 billion exchange offer by Microsoft Corporation of new 144A / RegS unsecured senior notes and cash for unsecured notes of Activision Blizzard.
- Advised Morgan Stanley, Wells Fargo, and major financial institutions, as representatives of the underwriters, on the tax aspects of a $2 billion offering of 5.500% senior notes due 2027, 5.700% senior notes due 2034 and 5.950% senior notes due 2054 by Owens Corning.
- Advised PNC, RBC and SMBC, as representatives of the underwriters, on the tax aspects of a $1.5 billion offering of 4.800% senior notes due 2029, 5.150% senior notes due 2034 and 5.800% senior notes due 2054 by The Williams Companies, Inc..