US taxes: non-contentious in United States
According to one client, Cleary Gottlieb Steen & Hamilton possesses ‘one of the most distinguished tax practices in the US’ and leverages its ‘strong’ corporate team in transactional M&A work, in addition to maintaining a strong track-record in capital markets transactions and real estate matters. In a display of its skills in private equity and investment funds, Jason Factor and Corey Goodman are continuing to act for long-term client Warburg Pincus and its portfolio companies in various transactions, such as Allied Universal's recently closed $1bn acquisition of US Security Associates from Goldman Sachs. Factor and Meyer Fedida also worked on the formation of various private equity funds and transactions on behalf of TPG, including TPG Asia VII, the seventh fund in the TPG Asia and its investments in Uber Technologies. Other highlights include assisting Honeywell on the tax-free spin-off of its Homes and ADI Global Distribution business, and structuring the $1.1bn business cooperation agreement between its client, Alphabet, and HTC Corporation. William McRae is the ‘go-to’ figure for structuring in-bound investments, private equity and REITs. James Duncan, Erika Nijenhuis, Yaron Reich and senior counsel James Peaslee are also of note. All lawyers are based in New York.
Led by ‘well-known tax figure’ Stephen Gordon, the tax department of Cravath, Swaine & Moore LLP houses ‘one of the strongest transactional tax groups in New York’ and was particularly active and a number of standout public and private M&A, joint ventures and investments . ‘Technically excellent and commercially astute’, Gordon advised Northrop Grumman Corporation on the $9.2bn acquisition of Orbital ATK, and also assisted Time Warner with its $109bn sale to AT&T. Christopher Fargo served as tax counsel to Warner Media in connection with its investment in NewTV, as part of its $1bn initial funding round. He also acted for Cincinnati Bell alongside Andrew Needham (who has ‘a wealth of knowledge and experience in a wide-variety of tax areas’) in relation to its $650m combination with Hawaiian Telcom. Elsewhere, J Leonard Teti II acted for Amazon.com in its $1bn acquisition of Ring, and Kara Mungovan advised Altra Industrial Motion on its $3bn combination with four operating companies from Fortive’s Automation and Specialty platform. Also recommended is Lauren Angelilli, who was made practice co-head in early 2019.
Davis Polk & Wardwell LLP
Davis Polk & Wardwell LLP retains a strong client base in the transportation, private equity, life sciences and media industries and is regularly instructed to advise on high-value M&A, joint ventures, spin-offs and Reverse Morris Trust deals (RMT) and capital markets transactions. Neil Barr chairs the New York tax practice and is the key figure for corporate M&A and spin-offs; his recent highlights include advising NBCUniversal on the sale of its interest in A&E Networks and as outside counsel to Lockheed Martin in structuring its RMT combination of its business with Leidos. Transactional lawyer David Schnabel also advises on financing, PIPEs, partnerships and fund formations, where he recently acted for McKesson Corporation in the creation of a new healthcare information technology company. Other major highlights include William Curran acting for GE in the spin-off of GE Transportation and its pending RMT transaction with Wabtec. Michael Mollerus’ practice focuses on real estate and private equity funds, IPOs and structured finance; he recently handled a number of acquisitions, leasing transactions and debt and equity financings on behalf Uniti Group REIT. Avishai Shachar is another key figure to note.
Debevoise & Plimpton LLP’s New York tax group ‘consistently delivers a high level of service’ and has been called ‘one of the best practices for private equity and hedge fund formation’. Recent notable work in the private equity area included Michael Bolotin acting for EIG Global Energy Partners in the formation of a joint venture with FS Investments to manage the $4bn FS Energy and Power Fund, and also advising CVC Capital Partners on its investment in Republic Finance. The practice has also been active on several standout M&A transactions, an example of which included Peter Schuur advising American International Group on its $5.6bn acquisition of Validus Group. In other highlights, Gary Friedman advised Discovery Communications on its $14.6bn acquisition of Scripps Networks Interactive, while Peter Furci advised Tribune Media Company on its $3.9bn sale to Sinclair Broadcast Group. Rafael Kariyev ‘is highly skilled and extremely knowledgeable’ in the structuring and formation of private investment funds. Erin Cleary was promoted to partner in May 2018. Vadim Mahmoudov left for PwC in October 2017, and Burt Rosen retired from practice.
The ‘talented and creative’ tax group at Fried, Frank, Harris, Shriver & Jacobson LLP can ‘solve any complicated tax issue with ease and is great at translating technical tax issues to a variety of audiences’. The practice is particularly known for its strong track record in public M&A, fund formation and capital markets transactions, where its counts Morgan Stanley and BlackRock as recent clients. Kenneth Rosenfeld and Washington DC-based Michelle Gold are ‘the leading experts in private equity’ according to some clients, and Eli Weiss is ‘a safe pair of hands for corporate tax law’. Joseph Fox, who was made partner in March 2018 and is ‘one of the best advisors for registered funds taxation’, handled several capital markets transactions on behalf of issuers ONEOK and T-Mobile. David Shapiro and Christopher Roman represented Bain Capital on its acquisition of Harvard Management Company’s real estate team. In Washington DC Alan Kaden advised Aleris on its acquisition by Novelis for approximately $2.6bn, and Michael Alter was involved in Jacobs Engineering Groups’ $3.3bn acquisition of CH2M Hill in a cash and stock transaction. Associate Shane Hoffmann is also recommended for structuring corporate acquisitions and spin-offs. Colin Kelly joined in July 2018 from Paul, Weiss, Rifkind, Wharton & Garrison LLP and advises on tax issues relating to investment funds and asset managements. Daniel Paulos left for KPMG (New York) in April 2018. All named partners are based in New York unless otherwise stated.
The ‘excellent and business savvy’ tax department at Kirkland & Ellis LLP demonstrate ‘impressive knowledge of the market and latest developments’ and is able to ‘communicate technical tax issues effectively to non-tax practitioners’. M&A and private equity transactions, fund formation, real estate and restructuring are key areas of activity, and recent mandates in these areas included Chicago partners Gregory Gallagher, Polina Liberman and Jeff Ekeberg handling several matters on behalf of Bain Capital Private Equity, including the sale of BMC Software to KKR for approximately $8bn and its recapitalization of TriTech Software Systems. Gallagher is also advising iHeartMedia on restructuring and bankruptcy matters. Jared Rusman and Vin Thorn in New York are advising General Motors on a $2.3bn investment by the SoftBank Vision Fund in General Motors’ autonomous vehicle business. In another highlight from the same office, Sara Zablotney and Dean Shulman, ‘both well-rounder tax experts with superb business-acumen’, advised Wyndham Worldwide on the sale of its European vacation rental business to Platinum Equity for approximately $1.3bn, the $1.9bn cash purchase of La Quinta Holdings and the spin-off of the hotel business to become two separate publicly traded companies. Shulman and Todd Maynes co-chair the practice, which has recently added Devin Heckman and Karen Lee to its Palo Alto office from Wilson Sonsini Goodrich & Rosati and Skadden, Arps, Slate, Meagher & Flom LLP, respectively; Lane Morgan and David Wheat joined the newly opened Dallas office from KPMG in the summer of 2018. Other arrivals include Josh McLane in Los Angeles from CareTrust REIT in December 2017, Scott Cockerham in Washington DC from Akin Gump Strauss Hauer & Feld LLP in July 2018, and Alec Campbell and Marguerite Lombardo, who joined the Boston office from Proskauer Rose LLP in April 2018.
The tax practice at Latham & Watkins LLP has developed a reputation for its expertise in private equity deals, and is often involved in large M&A and capital markets transactions. Of late, Jiyeon Lee-Lim and Matthew Dewitz acted for Spotify in relation to the cross-border tax analysis leading up to its IPO and listing on the NYSE valued at $26.5bn. 'Highly regarded expert' David Raab is acting for The Carlyle Group in relation to its €10.1bn acquisition of AkzoNobel’s Specialty Chemicals business. In Chicago, chair of transactional tax Joseph M. Kronsnoble handled a number of significant acquisitions on behalf of Leonard Green & Partners, such as the purchase of majority stake in MDVIP, CPA Global and Troon Golf. Looking west, San-Francisco-based Kirt Switzer structured the merger between client IXYS Corporation and Littelfuse as a tax-free reorganisation, and ‘outstanding specialists’ Samuel Weiner and Pardis Zamorodi are contacts in the Los Angeles office. Other key figures include Chicago-based Diana S. Doyle, and Washington DC-based Andrea A. Ramezan-Jackson and counsel Kimberly Eney, the latter of whom joined from Morgan, Lewis & Bockius LLP. All named individuals are based in New York unless specified.
Mayer Brown provides ‘a one stop shop’ for clients and is best known for its capabilities in handling complex cross-border M&A transactions, capital markets issuances, financings and restructuring. Moreover, the team has ‘strategic knowledge’ of tax planning and investment funds. The New York office has expanded its capabilities in SALT matters and private equity and fund formation with the recruitment of JoonBeom Pae, who joined the team from Weil, Gotshal & Manges LLP, and Zal Kumar, who previously served as director of business tax at the New York City Department of Finance. Additionally, Michael Lebovitz joined the Los Angeles office from PwC in November 2018. Chicago-based James Barry acted for Nestlé in the sale of its US confectionary business to The Ferrero Group for $2.8bn, and also advised the client on the structuring of a $7.2bn agreement for a perpetual license with Starbucks to sell and distribute its product range globally. Jason Bazar in New York acted for Caesars Entertainment in its $1.7bn acquisition of Centaur Holdings. Also in New York, Jared Goldberger was made partner in November 2017. Thomas Humphreys and Remmelt Reigersman joined the Palo Alto office from Morrison & Foerster LLP in February 2018.
Paul, Weiss, Rifkind, Wharton & Garrison LLP's 'preeminent tax practice' has expertise in M&A, securities and private equity transactions. Recent highlights include Scott M. Sontag and Jeffrey Samuels advising IBM on its $34bn acquisition of Red Hat, and Brad R. Okun assisting ADT with its $1.5bn IPO. Samuels also acted for Honeywell in relation to the tax-free spin-off its Turbocharger business. In other highlights, David R. Sicular advised Oak Hill Capital Partners, GI Partners and Wave Broadband’s management team on the $2.3bn sale of Wave Broadband to RCN Telecom Services, a nationwide broadband service provider controlled by TPG. Also recommended is David W. Mayo, who advised the independent directors of Perry Ellis International and American & Efird on M&A deals. Brian Grieve and Lindsay Parks were promoted to partner in January 2018. All partners are based in New York.
The ‘knowledgeable and creative’ New York tax team at Simpson Thacher & Bartlett LLP ‘provides a one-stop shop for clients’ in M&A, real estate, private equity and funds-related tax matters. Jonathan Goldstein advised Microsoft on the tax aspects of its acquisition of GitHub for $7.5bn. In other highlights, Robert Holo acted for KKR in its acquisition of Envision Healthcare for $9.9bn, while Nancy Mehlman and Andrew Purcell acted for Vistra Energy in connection with tax aspects relating to its merger with Dynegy in an all-stock transaction. Purcell and John Hart also assisted La Quinta Holdings in the spin-off its real estate business into a publicly traded REIT. In another highlight, Gary Mandel acted for a Blackstone-led consortium in the acquisition of 55% equity in a new special purpose company. Katharine Moir and Marcy Geller are key contacts in Palo Alto.
Skadden, Arps, Slate, Meagher & Flom LLP
Skadden, Arps, Slate, Meagher & Flom LLP has ‘a talented and knowledgeable group of lawyers with an outstanding nationwide reputation’ and leverages its top-tier corporate and real estate groups to handle major M&A, joint ventures, real estate and financings. In a recent standout mandate, David Rievman, Chase Wink, Martha McGarry and Eric Sensenbrenner in Washington DC acted for The Cola-Cola Company in its $5.1bn acquisition of Costa from Whitbread. Elsewhere, Gary White and Steven Matays advised 21st Century Fox on the tax aspects of the sale of its $15bn stake in Sky to Comcast Corporation. In the real estate space, Chicago-based David Levy and David Polster advised Brookfield Asset Management (Canada) on the $11.4bn acquisition of Forest City Realty Trust by a Brookfield REIT. In Boston, Moshe Spinowitz is assisting Select Income REIT in the tax aspects of its merger with Government Properties Income Trust. All named individuals are based in New York unless specified.
Weil, Gotshal & Manges LLP 'responds quickly with well-considered explanations and provides clear and practical recommendations' in relation to private equity and investment fund structuring, cross-border M&A, REITs, corporate restructuring and financing matters. Major highlights included Mark Schwed acting for Canadian Pension Plan Investment Board in a consortium with Blackstone and GIC in the acquisition of a 55% stake in Thomson Reuters’ Financial & Risk business. Schwed and Noah Beck, who joined in March 2018 from Schulte Roth & Zabel LLP, acted as tax counsel for SoftBank Vision Fund in relation to its multibillion-dollar investment in General Motors’ GM Cruise Holdings division. Also recommended are Mark Hoenig, who is 'very responsive', 'business-orientated' Chayim Neubort and Marc Silberberg, who is 'able to structure very complicated transactions resulting in significant tax savings'. All attorneys are based in New York.
The ‘responsive’ team at Fenwick & West LLP’s Mountain View office ‘provides excellent support in transactions and have a good knowledge of the latest tax developments’. The group is especially active in the technology and life sciences sectors, where it advises on tax implications of M&A transactions. Of late, Will Skinner and Julia Ushakova-Stein are advising GitHub on its pending $7.5bn acquisition by Microsoft. Elsewhere, Andrew Kim and Ora Grinberg acted for Cisco Systems in its acquisition of Duo Security for $2.5bn, and Larissa Neumann assisted Callidus Software with its acquisition by SAP SE, a software company based in Germany. David Forst and James Fuller are involved in ongoing discussions and developments with the US Treasury Department and the Joint Committee on Taxation on various issues following the highly publicised 2017 US tax legislation. Jennifer Fuller and Ron Schrotenboer retired in late 2017.
McDermott Will & Emery LLP's tax group is ‘extremely effective through its combination of technical knowledge, practical application, and responsiveness’, and ‘consistently delivers the right answers with carefully considered alternative suggestions in reasonable time’. ‘Outstanding’ Lowell Yoder and Washington DC partner Tim Shuman 'are the first and last tax advisors to call for any complex tax question’; the duo acted for JAB Holdings in the merger of Keurig Green Mountain with Dr Pepper Snapple Group to create Keurig Dr Pepper, and also advised the client on its $7.5bn acquisition of the Panera Bread Company. Further, the team advised CVS Health on the tax aspects of the proposed $69bn cash and stock purchase of insurer Aetna. Other names to note are Damon Lyons, who has expertise in cross-border M&A, and New York-based John Lutz, who specializes in the tax aspects of structured finance, derivatives, structured products and hedge funds. Recent departures include Alexander Lee, who left for Cooley LLP in June 2018, Madeleine Chiampou-Tully, who joined S&P Global, and Gale Chan, who left for PwC in September 2018. Named partners are based in Chicago unless stated otherwise.
From its multiple offices across the nation, Paul Hastings LLP handles tax issues in relation to real estate, M&A, financing transactions including capital markets deals, and private equity matters. In Houston, Greg Nelson is advising Osprey Energy Acquisition Corp on its acquisition of Royal Resources structured as an UP-C transaction, while Los Angeles partner Michael Haun assisted Haim Saban with the structuring of the sale of the Power Rangers brand to Hasbro for $522m. Based in Orange County, Douglas Schaaf advises on the issuance of financial instruments, and has expertise in the private equity space, and Thomas Wisialowski in Palo Alto is a key figure for the structuring of venture capital and real estate transactions. Other recommended partners include Ziemowit Smulkowski in Chicago, and New York-based Joseph Opich and David Makso, the latter of whom made partner in February 2018. Active clients include Silver 8 Partners, Lexington Realty Trust and APG.
Proskauer Rose LLP's ‘dedicated and knowledgeable’ attorneys recommend ‘solutions that are pragmatic, clear and easy to understand’ in relation to corporate and financial taxation, REITs, investment fund formation and tax-free entities. New York partner Martin Hamilton is acting for a consortium led by BTG Pactual’s Timberland Investment Group in the cash acquisition of Weyerhaeuser Company’s business in Uruguay for $402.5m. Meanwhile, Jon H Oram and Amanda Nussbaum are providing strategic tax advice in connection to the Los Angeles 2028 Olympic and Paralympic Games. Boston-based Arnold May advised long-term clients Ares Management, Atlas Holdings and PineBridge Investments on their investment activities and fund formations, including Ares Corporate Opportunities Fund V, Ares Capital Europe III and the formation of PineBridge Secondary Partners IV. Also recommended are ‘excellent’ Stuart Rosow and David Miller. Investment funds lawyer Jeremy Naylor joined the New York team from Cooley LLP in April 2018, while in Boston, Alec Campbell and Marguerite Lombardo left for Kirkland & Ellis LLP. All named individuals are based in New York.
Shearman & Sterling LLP displays ‘strong professional skills and knowledge’ across a broad-range of tax fields, including cross-border M&A deals, spin-offs and restructuring, and also advises on tax-efficient investment and operating structures. Among the team's recent work, international M&A has been particularly well represented, with Larry Crouch in Menlo Park and Ethan Harris in Washington DC advising CVS Health on its $77bn acquisition of Aetna. Harris also acted for General Electric in the multi-jurisdictional sale of its power distribution business to Advent International, valued at $3.5bn. In another highlight from Washington DC, Kristen Garry advised Citigroup on its sale of the Mexican asset management business Citibanamex to BlackRock. In New York, spin-offs lead partner Laurence Bambino, M&A partner George Casey and Harris structured the spin-off transactions for Liberty Global in connection with its issuance of tracking stock. Michael Shulman handled international restructuring matters on behalf of The Bank of Nova Scotia.
Wachtell, Lipton, Rosen & Katz’s New York tax practice supports the firm's busy corporate team in a variety of transactions and organizational matters, including reorganizations, spin-offs and restructurings. Joshua Holmes is advising Celgene on its sale to Bristol-Myers Squibb for approximately $74bn. Deborah Paul and Jodi Schwartz are active in a range of transactions, including strategic acquisitions and private equity buyouts, particularly in the telecoms, oil and gas and energy sectors. T Eiko Stange has substantial experience leading on major transactions in the pharmaceuticals, financial services, media and entertainment and real estate sectors.
White & Case LLP's New York tax practice provides ‘accurate, practical and commercial legal advice’ in relation to M&A and private equity taxation, and is known for its strong track-record in the energy, life sciences and entertainment industries. Recent mandates include William Dantzler acting for Calpine Corporation in its $17bn sale to Energy Capital Partners. David Dreier handled a number of acquisitions on behalf of key client Harvest Partners, and also advised Morgan Stanley, JP Morgan, GreensLedge Capital Markets and TPG on various CLO transactions. Andrew Kreisburg and John Lillis are key advisors for joint ventures, M&A and taxation and operation of investment funds. James Hayden’s practice concentrates on financing arrangements, including the sale and financing of asset portfolios, while Steven Gee is the key figure for the taxation of intellectual property and securitization transactions. Key clients include Sony Corporation of America, Dynegy and Sempra Energy.
According to one client, Cadwalader, Wickersham & Taft LLP’s ‘key strength is its willingness to take the time to understand the clients’ business, and to offer the right recommendations in order to help the client make the right tax decision for substantial savings’. The firm mainly advises on M&A and capital markets transactions in the life sciences, investment funds, real estate and oil and gas industries. New York partners Linda Swartz and Edward Wei advised The Medicines Company on the $270m sale of its infectious disease business unit to Melinta Therapeutics. The duo also acted for Elliott Management in its majority equity investment in Channel Partners Capital. Further, Wei assisted The Howard Hughes Company with an underwritten public secondary offering of 2.5 million shares by Pershing Square Holdings and Pershing Square. Washington DC-based Jason Schwartz made partner in January 2018.
Based in New York, Clifford Chance’s five-partner team has expertise across a wide-range of tax areas, including M&A activities, joint ventures and REIT’s, with a particularly strong presence in the capital markets space. Recent highlights include Philip Wagman working alongside the banking and capital markets teams to advise Global Jet Capital on various capital markets issuances, and Richard Catalano advising ReNew REIT on its formation and initial capitalization pursuant to a joint venture with a sovereign wealth fund and real estate investment manager to acquire senior housing healthcare property. Other highlights include acting for Hearst Corporation in the acquisition of Rodale, a health and wellness content company, and 21st Century Media Newspaper. Avrohom Gelber, David Moldenhauer and Mike Seaton are other key lawyers. James Gouwar joined in September 2018 from Morgan, Lewis & Bockius LLP, while Alan Kravitz departed to Hughes Hubbard & Reed LLP and William Cejudo left for Dechert LLP.
Eversheds Sutherland's ‘responsive and thoughtful’ team is best known for its tax work in the TMT and renewable energy sectors, where its lawyers regularly handle M&A, internal restructurings, SALT and investment tax structuring. Robert Chase assists telecoms and e-commerce clients with various taxation issues in connection to cross-border operations and M&A activities, while Michele Borens focuses on SALT matters. Amish Shah in Washington DC acted for Shell in its acquisition of a 43.8% stake in Silicon Ranch Corporation. Jeffrey Friedman chairs the practice from the Washington DC office. The New York office expanded its offering in inbound and outbound investments with the addition of James Null from Greenberg Traurig, LLP in August 2018. Also in 2018, Taylor Kiessig, Charles Kearns, Daniel Nicholas, Carol McClarnon, and Atlanta-based Brenna Clark were promoted to partner. Other active clients include Xcel Corporation and Innergex Renewable Energy. All lawyers are based in New York unless otherwise stated.
Gibson, Dunn & Crutcher LLP
Gibson, Dunn & Crutcher LLP’s tax expertise spans M&A, investment funds structuring, capital markets transactions and specialized investment vehicles, including master limited partnerships and REITs. In New York, David Rosenauer specializes in federal tax issues, particularly those affecting private equity investors and sponsors. Brian Kniesly’s broad practice covers taxation of REITs, investment funds, partnerships, and real estate and M&A transactions. Also of note are Romina Weiss and Arthur Pasternak in Washington DC and Paul Issler in Los Angeles. Clients have included Lion Gables Apartment Fund, AECOM and Hewlett-Packard.
Milbank's New York team focuses on developing tax-efficient structures and advising on the tax implications of various transactions in the telecoms, private equity, infrastructure and renewable energy sectors. The firm also handles executive and employee benefits taxation and restructuring matters. Drew Batkin has experience of the tax aspects of complex partnerships, joint ventures and M&A transactions in the energy and infrastructure space, and practice head Russell Kestenbaum is a key contact for the tax aspects of IPOs, debt issuances and fund structuring. Max Goodman and Michael Duff are key figures in Los Angeles.
The ‘outstanding’ tax practice at Morgan, Lewis & Bockius LLP impresses with its ‘very deep legal knowledge, especially in cross-border transactions’. Recent examples include Boston-based Dan Nelson working with Australian industrial property group Goodman on its expansion into Brazil and the establishment of a $700m investment platform, the Goodman Brazil Logistics Partnership. Washington DC partners Bill McKee, Scott Farmer and John B. Magee handled the tax aspects of a multi-jurisdictional joint venture for a major entertainment industry client. Elsewhere, New York partners Richard Zarin and Mary Hevener acted for Dr Pepper Snapple Group in its merger with Keurig Green Mountain, resulting in the creation of Keurig Dr Pepper. The Chicago office has expanded its capabilities in domestic and international tax planning and SALT matters with the recruitment of Michael Liu, Matthew Mock and Joshua Richardson from Baker McKenzie LLP in February 2018, and corporate tax planning specialist Larry Axelrod in Washington DC from the offices of Ivins, Phillips & Barker. Associate Meghan McCarthy is recommended for federal and state tax law matters. Sarah-Jane Morin in San Francisco and Cosimo Zavaglia in New York made partner in October 2018.
Norton Rose Fulbright US LLP leverages its strong oil and gas practice to advise on a steady stream of energy and natural resources transactions. It also has notable experience in cross-border M&A, financial services mandates and private equity and hedge fund formation. William Cavanagh assisted with the tax structuring aspects of I Squared Capital’s acquisition of IC Power’s Latin American and Caribbean electric power generation and distribution businesses from subsidiaries of Kenon Holdings. In Dallas, William Bowers handles federal income tax planning for complex transactions involving corporations, partnerships and REIT’s; he and Todd Schroeder, who joined in January 2018 from Baker McKenzie LLP, advised Equity Bancshares on its mergers with Kansas Bank Corporation and Adams Dairy Bancshares. David Gillespie left for Winston & Strawn LLP in February 2018. All named partners are based in New York unless otherwise specified.
O'Melveny & Myers LLP's ‘very responsive’ tax attorneys are ‘effective communicators and superb negotiators’ with ‘a great customer-oriented and proactive approach’. The tax group is split between California and New York and is best known for its strong client base in the technology, sports and entertainment industries. Robert Fisher in Menlo Park and practice chair Jeff Walbridge in Newport Beach acted for Microsemi Corporation in its $10.2bn acquisition by Microchip Technology. In another major transaction, ‘very knowledgeable, efficient and practical tax attorneys’ Robert Blashek in Century City and Luc Moritz in Los Angeles advised Canadian investor Albert Friedberg on the tax aspects of his acquisition of a minority equity stake in Orlando City Soccer Club. Arthur Hazlitt and counsel Alexander Roberts advised David Tepper on his acquisition of the Carolina Panthers from Jerry Richardson. The team also acted as underwriters counsel for Merrill Lynch International in connection with a registered public offering of €400m in floating rate senior notes by Prologis. Alexander Anderson ‘offers smart, creative and practical solutions’; he recently advised Marlin Equity Partners on its acquisition of FrontStream. Further, Anderson and Moritz are serving as tax counsel for Primera División (La Liga) in its negotiations regarding media rights in the United States. Warren Fox in San Francisco and counsel Billy Abbott in Silicon Valley are also of note. All advisors are based in New York unless otherwise stated.
Orrick, Herrington & Sutcliffe LLP’s team of ‘very competent tax advisors’ are ‘an invaluable resource’ and are noted for adding value ‘by not only listing the applicable laws, but offering creative and business-orientated tax-efficient guidance that suits the requirements and operations of the business’. Dustin Calkins advised Stockbridge Capital Group on its $100m acquisition of the Alexan Yale Street residential complex. Silicon Valley-based partner Peter Lamb and Ed Batts handled multiple acquisitions on behalf of Splunk and Michelin North America. Meanwhile, Mark Weitzel advised Canadian Solar on the tax aspects of its $160m sale and subsequent debt and tax equity financing of a development-stage solar energy project based in North Carolina. Led by Peter Connors, the New York tax group provides ongoing advice to Credit Suisse on its structured note program. Also in New York, John Narducci advised Harley Marine Services on the tax aspects of its inaugural $455m whole-business securitization. Michael Masri joined the New York office from Norton Rose Fulbright US LLP in 2019. All named practitioners are based in San Francisco unless stated otherwise.
The tax group at Ropes & Gray LLP has expertise across a range of corporate transactions, and handles standalone tax planning for public and private companies, private equity funds and tax-exempt organizations. Recent highlights for the ‘highly skilled and creative team’ include advising the Elliott Management on the tax aspects of its $2.5bn equity investment in FirstEnergy, and acting for the Weather Group, in addition to its majority equity holders Bain Capital and The Blackstone Group, in its sale to Entertainment Studio Inc. Fundraising expert Jay Milkes advised Nordic Capital, on tax matters in connection with the successful close of Fund IX, while Kristen Winckler assisted CBRE Global Investors with the formation of CBRE Strategic Partners US Value 8, and CBRE Asia Value. Key figures in the Boston office include Eric Elfman, Aaron Harsh, David Saltzman and Benjamin Rogers, the last of whom made partner in October 2018. Also recommended are Dan Kolb and James Brown. All named attorneys are in New York unless otherwise specified.
Steptoe & Johnson LLP is well known for its private client practice and its experience in legislative reform advocacy, SALT matters, international tax planning and transactions in the insurance, construction and technology sectors. The firm regularly advises corporate and private clients on impacts of legislative and regulatory developments, and also handles tax planning mandates, partnership structuring, and commercial taxation on behalf of private clients. New York partners Phil West, Zvi Hahn and Robert Rizzi are highly recommended. In Washington DC, Lisa Zarlenga and Aaron Nocjar are also key figures. Further, William Bortz joined the Washington DC office in September 2018 from the US Treasury Department, adding complementary expertise in employment benefits.
The team at Winston & Strawn LLP has ‘detailed technical knowledge of its practice area and is able to explain difficult, technical issues in an easy-to-understand way’. The practice group is experienced in M&A transactions, financings and joint venture arrangements involving both foreign and domestic entities, and also handles tax planning and SALT matters. Edmund Cohen, Deborah Goldstein and Rachel Ingwer ‘go way beyond advising on the law - they think creatively to find appropriate solutions for complex issues’; the team advised the Medallion Fund and other investment funds managed by client Renaissance Technologies on corporate tax matters. Clients also praise the ‘strong’ executive compensation team, which has been ‘extremely helpful with the adaptation to recent legislative changes’. Other highlights for the office include tax structuring on behalf of the Nicolas Berggruen Charitable Trust in relation to the establishment of the Berggruen Institute, and also acting for Federal Mogul, a subsidiary of Icon enterprise, in its cash-and-stock sale to Tenneco for approximately $5.4bn. Chicago lawyers Dennis Kelly and Louis Weber are ‘very solutions-oriented and will always analyse matters from all angles to find the right solution’. The practice group further bolstered its expertise in private equity and fund formation with the hires of Chicago-based Olga Loy from Jenner & Block LLP, and Los Angeles-based federal tax lawyer Jennifer Morgan from Norton Rose Fulbright US LLP.
Baker Botts L.L.P.'s tax attorneys are ‘very experienced’ in M&A, SALT and capital markets transactions. The firm has particular strengths in the energy, oil and gas and technology sectors, where Derek Green and Jon Lobb, working with the corporate team in Dallas, advised McDermott International on its combination with Chicago Bridge & Iron Company, which included a three-to-one reverse stock split and a multibillion-dollar credit agreement. Richard Husseini is noted for providing ‘excellent, strategic and thorough advice’; he recently advised Chesapeake Energy Corporation on its agreement to acquire WildHorse Resource Development Corporation for $4bn. In Washington DC, ‘accomplished tax partner’ Tamar Stanley acted for CommerceHub in its cash acquisition by private equity firms GTCR and Sycamore Partners for approximately $1.1bn. Michael Bresson and Robert Phillpott are also of note. Jeff Munk departed for an in-house position at Cellfire. All partners are based in Houston.
The sizeable tax group at Baker McKenzie LLP is recommended for its ‘depth of knowledge and willingness to discuss any issue’ and its ability to provide ‘quick and accurate responses’ and handle multi-jurisdictional tax matters in coordination with its ‘solid international network’. Cross-border M&A, post-acquisition integration, tax planning and corporate restructuring are the main areas of activity. New York partners Tom May and Reza Nader are handling the post-acquisition integration on behalf of new client FedEx following its public takeover of TNT Express, and Chicago-based Jeff Maydew advised General Dynamics on the acquisition of Hawker Pacific by General Dynamics’ Jet Aviation division. The team is also advising The Boeing Company on its joint venture with Brazil-based Embraer. Other key contacts include Stewart Lipeles, Andrew Crousore and Ethan Kroll in Palo Alto, Jonathan Martin in Houston and Melinda Phelan in Dallas. Miami based Robert Moore is ‘a great thinker always looking for viable alternatives’. Todd Schroeder joined the Dallas office of Norton Rose Fulbright US LLP in January 2018, and Michael Liu and Matthew Mock joined Morgan, Lewis & Bockius LLP's Chicago office in February 2018. Additionally, Jonathan Stevens and Kristin Malm joined the New York and San Francisco offices of EY, respectively.
Dechert LLP’s tax team is ‘very knowledgeable in the RIC space and will gladly provide both industry perspective as well as an authoritative view on topics of interest’. The practice is best known for its strong financial services and asset management expertise where it advises on the tax aspects of mid-market private equity funds transactions, structured finance and securitization. Steven E Clemens and Ari Zak (‘excellent tax advisors who are willing to explore and discuss options to aid in resolving the matter at hand’) are advising FS/KKR Advisor on the multibillion-dollar merger of FS Investment Corporation and Corporate Capital Trust. Joshua Milgrim acted for GIC in a strategic partnership between a Blackstone-led consortium and Thomson Reuters to acquire a 55% stake in the equity of a new corporation created to hold the Thomson Reuters’ Financial & Risk business. Daniel Dunn and Adrienne M Baker in Boston are also recommended. Securitization specialist William Cejudo joined in May 2018 from Clifford Chance. All lawyers are based in New York unless otherwise noted.
DLA Piper LLP (US)’s ‘extremely knowledgeable’ tax group is able to draw upon its ‘strong relationships around the world’ to assist multinational corporations with transactional and operational needs, such as public mid-market M&A, post-merger integration, transfer pricing analysis and APAs as well as global tax structuring. New York partners Philip Rogers, Frank Mugabi and Maruti Narayan assisted with the post-acquisition integration following Moody’s Corporation's multi-jurisdictional $3.5bn acquisition of Bureau van Dijk. In another highlight, New York-based Drew Young and Jonathan Klein advised Hong Kong-based Far East Consortium International on the closing and post-closing structuring analysis following its take-private acquisition of Trans World Corporation. Transactional practice co-chair Stacy Paz in Silicon Valley and Chicago-based Andrew Weil advised Rolls Royce Power Systems on the $850m sale of L'Orange to Woodward Inc. Co-chair Gerald Rokoff in New York has ‘vast experience in implementing tax-efficient structures’. Afshin Beyzaee joined the Century City office following the merger with boutique Los Angeles practice, Liner. SeoJung Park in Silicon Valley was promoted to partner in April 2018.
Hogan Lovells US LLP is praised for ‘providing solutions to tax matters that other advisors do not have the experience or ability to address’. Indeed, the team regularly advises on multinational corporate and financing transactions in the life sciences, hospitality, real estate, media and technology sectors. Washington DC partners Cameron Cosby, Prentiss Feagles and Jasper Howard represented Park Hotels & Resorts on the sale by HNA - Park Hotels' largest shareholder - of nearly $1.4bn in common stock through a public secondary offering and a privately negotiated repurchase of shares by Park Hotels. Jeffrey Tolin in New York has been active in several major acquisitions on behalf of key clients, such as Novartis' $8.7bn acquisition of AveXis, and for Adobe in its $1.7bn acquisition of Magento Commerce as well as its $4.8bn acquisition of Marketo from Vista Equity Partners. Also in New York, Mark Weinstein acted as tax counsel to Onexim Sports & Entertainment in its sale of a 49% interest in the Brooklyn Nets NBA franchise to Joseph Tsai, co-founder of the Alibaba Group.
Hunton Andrews Kurth LLP regularly handles the tax aspects of M&A transactions, private equity and hedge fund formation, real estate matters and MLPs. Robert McNamara focuses on energy transactional matters and also advises publicly-traded partnerships on formation, acquisition and recapitalization activities. Allison Manor acted for Hilcorp Energy Company in the acquisition of Alaska North Slope oil and gas properties from BP. In another highlight, Thomas Ford advised GSO, the investment partner of Sanchez Energy, on the purchase of Eagleford Shale assets in South Texas from Anadarko Petroleum Corporation by way of a 50/50 joint venture between Sanchez Energy and Blackstone Energy Partners. Dallas-based Jeffry Blair has experience experience in corporate reorganizations, partnership structuring and capital markets matters. Andrew Feiner in New York is another contact. All named attorneys are based in Houston unless otherwise noted.
Jones Day demonstrates expertise across a broad range of tax fields spanning M&A, joint ventures, restructuring and innovative tax planning. Key partners include Richard Nugent and Candace Ridgway in Washington DC acting on behalf of lenders and noteholders of iHeartCommunications in relation to the development of a taxable structure for iHeartMedia’s emergence from bankruptcy. Further, the team advised Procter & Gamble on the acquisition of Merck’s consumer healthcare business. Associate Matthew Waterhouse assisted Nugent on the tax aspects of Conagra’s $10.9bn acquisition of Pinnacle Foods, in a combination of stock, cash and debt, and Edward Kennedy assisted Newell Brands with the divestiture of its Waddington business. The Carlyle Group and Cardinal Health are also active clients. All partners are based in New York unless stated otherwise.
The New York-based tax team at Linklaters LLP dprovides ‘outstanding support’ and impresses with its ‘capability to handle complex cross-border transactions’ for financial institutions and private equity firms in relation to fund formation, acquisitions, spin-offs and financings. Headed by Andrew Morris, the firm is also regularly instructed by foreign entities. In one matter, counsel Shane Milam and Peter Cohen-Millstein advised Belgian Post Group on its acquisition of Radial Holdings and Radial III GP for $820m. Milam and Scott Sonnenblick also acted for Brazilian client Marfrig Global Foods in the sale of its subsidiary Keystone Foods to Tyson Foods for $2.2bn, and also advised the client on the acquisition of 51% of the membership interests in National Beef Packing Company for $969m.
Miller & Chevalier Chartered
Miller & Chevalier Chartered's tax department demonstrates ‘superb tax expertise in commercial transactions’ and is known for its strong list of corporate clients such as The Coca-Cola Company, Bechtel and Garmin, which it advises on the tax aspects of cross-border transactions and business operations, regulatory and tax policy issues, transfer pricing and reorganizations. In a recent highlight, Washington DC partners Layla Asali, David Zimmerman, Rocco Femia and Marc Gerson advised British American Tobacco on the $49bn acquisition by its US subsidiary BATUS Holdings of the publicly held stock of Reynolds American. Loren Ponds joined the team in October 2018 from the US House of Representatives Committee on Ways and Means, and is a key contact for legislative, regulatory and other policy matters. George Hani heads the practice group.
Morrison & Foerster LLP’s tax department handles M&A and REIT deals, SALT matters and restructuring, and has particular experience of the TMT, real estate and financial services industries. In one matter, Bernie Pistillo in San Francisco advised SoftBank on the tax aspects of its $5bn investment in Didi, and also on its $7.7bn primary and secondary investment as part of a $9.3bn sale of stock by Uber. Pistillo is also advising Sprint and SoftBank Group (the controlling shareholder of Sprint) on the tax aspects of the merger between Sprint and T-Mobile US. In San Diego, Shane Shelley acted for the management team of Parkway REIT in the acquisition of Parkway by the Canada Pension Plan Investment Board for approximately $1.2bn. Joy MacIntyre in San Francisco and David Strong based in Denver are also recommended. Jay Blaivas joined the New York office from The Blackstone Group, and William Gorrod joined the San Francisco office from Greenberg Traurig LLP in June 2018.
Schulte Roth & Zabel LLP advises on investment funds structuring and private equity taxation. Philippe Benedict has particular expertise in domestic and international M&A and real estate transactions, and had assisted Caxton Associates with a share sale to the Petershill II Fund, which is affiliated with the Goldman Sachs Group. Tax planning specialist Dan Kusnetz advised Orchard Brands in its $410m acquisition by Bluestem Group. Department co-heads Alan Waldenberg and Shlomo Twerski are other contacts.
Sullivan & Worcester LLP’s Boston based tax attorneys are ‘very responsive, knowledgeable and always up-to-date with the latest tax developments’. The team has a strong focus on REIT mandates, but also advises on estate planning, and domestic and international M&A transactions. Ameek Ashok Ponda acted for Government Properties Income Trust in its merger with Select Income REIT, and is also advising Zayo Group Holdings on its ongoing exploration of conversion to a REIT. Joseph Darby, David Nagle and Christopher Curtis have considerable experience in transactional tax matters, tax planning for corporations and private individuals, and advocacy before federal and state tax authorities. Further, the team assisted American Tower Corporation, Equinix, Iron Mountain and several other large public REITs on REIT conversions, related tax structuring and financing matters. Brian Hammell and Daniel Ryan were promoted to partner in January 2018. Steven Eichel departed to Saul Ewing in May 2018.
Thompson & Knight LLP
Thompson & Knight LLP is well known for its work in fund formation and in high-value transactions, including investments in the energy and oil and gas sectors. In addition, the practice assists private clients and corporations with federal tax issues, SALT matters and internal restructuring work. In one major highlight, Dean Hinderliter and Jason Patrick Loden advised Ajax Resources on the $1.2bn sale of northern Midland Basin assets in a cash-and-stock transaction to Diamondback Energy; the duo is also assisting Tailwater Capital with the formation of its third fund, Tailwater Energy Fund III. Brandon Bloom has experience of corporate, partnership and limited liability taxation. Todd Lowther departed to the Houston office of Shearman & Sterling LLP in April 2018. All named attorneys are based in Dallas unless stated otherwise.
Key areas of activity for Vinson & Elkins LLP include formation and operation of MLPs, capital markets deals, and the structuring and taxation of private equity transactions - particularly those in the energy space. Recently, the team advised Canadian publicly listed company MacDonald, Dettwiler and Associates on its $3.6bn acquisition of DigitalGlobe; it also advised Talos Energy on the tax aspects of its combination with Stone Energy Corporation in an all-stock transaction. Wendy Salinas, David Peck and Todd Way in Dallas, and Douglas McWilliams and Steve Gill in Houston are among the key partners. Enbridge, Devon Energy and Andeavor Logistics are among the team's clients.
Arnold & Porter advises on federal tax issues related to corporate transactions, partnership arrangements and REIT structuring, and also handles tax planning for trusts, estates and tax-exempt organizations. Laurie Abramowitz has particular expertise in transactional tax matters and corporate reorganizations; acting alongside Emanuel Cherney, Abramowitz acted for key client American Securities in the sale of its portfolio company SeaStar Solutions to Swedish manufacturer Dometic Group for a cash purchase of $875m. Co-heading the practice with Abramowitz, Washington DC partner James Joseph is particularly skilled in advising tax-exempt organizations; in a recent example, he acted for Time’s Up non-profit initiative in its applications for tax-exempt status. Also in the Washington DC office, Thomas Richardson focuses on estate planning and private client work, while David Sausen is active in M&A and investment funds. All individuals are based in New York unless stated otherwise.
Bracewell LLP’s ‘outstanding’ tax practice advises on MLPs, private investment funds and corporate M&A, particularly for clients in the energy, technology and finance sectors. Elizabeth McGinley is ‘a remarkable tax attorney and her knowledge is second to none’; she and Michele Alexander served as tax counsel to Pembina Pipeline Corporation in relation to its acquisition of Veresen in a combined cash and stock transaction for approximately C$9.7bn. Alexander also advised The Carlyle Group and CVC Capital Partners Fund VI on the debt financing aspects of Neptune Energy Group’s acquisition of a majority stake in ENGIE E&P International for $3.9bn. Also recommended are Houston-based Todd Greenwalt, newly promoted partner Brian Teaff and managing partner Gregory Bopp. James Plummer left for Norton Rose Fulbright in April 2018.
Choate, Hall & Stewart's Boston-based tax department advises on the tax aspects of cross-border M&A, private equity investments and fund formation. Louis Marett acted for Summit Partners, as lead investor, in the $150m Series G financing round of Fuze. Marett also advised G Treasury on its cross-border acquisition of Visual Risk Pty, an Australian private company. Also recommended is Timothy Becker, who acted for BV Investment Partners in the acquisition of Apps Associates, and also advised New Heritage Capital on a private IPO transaction through which the client acquired a significant minority stake in Flying Colours Corporation. Mainsail Partners, Synoptek, Datawatch Corporation and the Beekman Group are also active clients. Private equity, fund formation and transactional lawyer Olivier Léger joined the practice group from Ropes & Gray LLP.
Goodwin’s ‘very responsive’ tax group ‘uses its excellent knowledge of the new tax regulations and expansive resources to address complex situations with sovereign wealth investors’. Recent highlights included Edward Glazer in Boston and Kelsey Lemaster in San Francisco acting for DCT Industrial Trust in its $8.4bn stock-for-stock sale to Prologis. Glazer also advised Gaming and Leisure Properties on its agreement with Eldorado Resorts to purchase Tropicana Entertainment for approximately $1.9bn. New York partner William Weiss (rated for his ‘excellent, nuanced tax advice’) recently advised KIND on its sale of a minority stake to Mars, in a transaction valued at approximately $4bn. Practice chair Neal Sandford is noted for his ‘excellent skills in identifying the issues and developing tax efficient structures that meet the business and operational requirements of each client’.
Based in New York, Hughes Hubbard & Reed LLP is known for its expertise in securitization and capital market transactions, particularly in equipment and aviation finance. Key partner Andrew H. Braiterman acted for Citigroup Global Markets, as lead structuring agent and joint lead bookrunner, in connection with a $911.3m asset-backed securitization for Castlelake Aircraft Structured Trust. Braiterman also advised Air Lease Corporation, as seller, on an asset-backed securitization for Thunderbolt II Aircraft Lease Limited and Thunderbolt II APS. Further, the team advised UK retailer JD Sports on its acquisition of Finish Line.
Morris, Manning & Martin, LLP
Morris, Manning & Martin, LLP’s Atlanta-based team has expertise in executive compensation schemes, REIT structuring and corporate transactional mandates. Anthony Boggs is the key figure for the development and implementation of tax-efficient structures in M&A transactions, spin-offs, equity investments and opportunity zones. Moreover, Edmund Emerson assists corporate clients with the design, implementation and administration of employee benefit plans, while Charles Beaudrot focuses on corporate and partnership mandates and SALT matters. Real estate partner Timothy Pollock is another name to note.
Stroock & Stroock & Lavan LLP
Stroock & Stroock & Lavan LLP's New York tax department advises on bankruptcy, restructuring, M&A, private equity and private fund structures and real estate mandates. Recent highlights included advising Pfizer on the tax aspects of the sale of its current premises and the signing of a 20-year office lease for its new global headquarters in the Hudson Yards area of Manhattan. The team also acted for investment funds affiliated with Wayzata Investment Partners (the majority owner of Neff Corporation) in the merger of Neff with and into a wholly owned subsidiary of United Rentals. Key contacts include Mayer Greenberg, Jeffrey Uffner, Michelle Jewett and Austin Lilling, the last of whom joined the team from Katten Muchin Rosenman LLP in August 2018.
Recommended for its ‘ability to jump on basic and complex tax matters in a way that clients understand’, Willkie Farr & Gallagher LLP handles private equity and fund formation, restructuring and mid-market M&A, and has a strong presence in the insurance and private equity sectors. Among its recent highlights, the team advised Assurant on its deal to acquire The Warranty Group for $2.5bn, and also acted for Morgan Stanley Investment Management in its agreement to acquire a commercial real estate credit platform with over $5bn in gross assets under management. Key contacts include Christopher Peters for M&A and Hillel Jacobson for private equity. Federal taxation lawyer Robert Jacobson in Houston is ‘a great tax partner - he does not complicate what are often complicated issues’. Anthony Carbone left for Morrison & Foerster LLP in June 2018. All partners are based in New York unless stated otherwise.
With notable expertise in the life sciences and technology sectors, WilmerHale’s Boston-based practice group provides ‘outstanding expertise’ in relation to the tax implications of domestic and international M&A, financing and investment matters. Robert Burke and Kim Wethly are advising Viamet Pharmaceuticals on its acquisition by NovaQuest Capital Management, while William Caporizzo and Julie Hogan Rodgers assisted Akamai Technologies with the tax aspects of the acquisition of Nominum. Caporizzo also advised Vail Resorts on its acquisition of Triple Peaks, the parent company of three ski resorts. Also recommended is Matthew Schnall, who is ‘among the most knowledgeable, skillful and creative tax lawyers in Boston’.
From its multiple offices throughout the US, Baker & Hostetler LLP provides assistance with employee benefits, private wealth planning and SALT matters. In the transactional space, Paul M. Schmidt and John R. Lehrer II in Washington DC and Edward Ptaszek in Cleveland have experience in cross-border tax entry issues and post-acquisition integration, and have also been advising their corporate client base on the tax consequences and regulatory issues arising from the recent tax reforms. Tax planning for corporations, partnerships and joint ventures are other areas of expertise.
Cooley LLP provides ‘excellent legal and business advice’ on tax-efficient structuring, M&A transactions, joint ventures and corporate partnering arrangements, with a particularly strong focus on technology and IP transactions. Boston-based William Corcoran has considerable experience with the tax issues arising from venture capital and alternative investment vehicles, and Alexander Lee in Los Angeles focuses on taxation of public and private M&A deals and capital markets transactions, particularly those involving Asian clients. Lee recently acted for Samsung Electronics in its $8bn acquisition of Harmon Kardon, and also advised Dubai World on its $7.1bn investment in MGM Mirage. Susan Cooper Philpot and Mike Farber in San Francisco are experienced in corporate income tax planning, federal and state taxation, M&A and corporate restructuring. Todd Gluth in San Diego and Mark Windfeld-Hansen in Palo Alto are among the key figures in the team. Jeremy Naylor joined Proskauer Rose LLP's New York office in April 2018.
The New York tax group at Curtis, Mallet-Prevost, Colt & Mosle LLP is ‘committed to creative solutions on a wide range of issues’ and has expertise in a diverse range of industries including pharmaceuticals, telecoms, energy, among others. Klas Holms ‘seems to know all business lines as if they were his own’ and is ‘exceptional in his creativity and problem solving’; he recently advised E.ON on the tax aspects of its internal restructuring and spin-off of the company’s conventional power generation and energy trading businesses to its shareholder. Eduardo Cukier and Marco Blanco are other contacts in the department. William Bricker left the practice.
Dentons has ‘wide-ranging tax expertise’ and regularly advises on the tax aspects of stock and asset acquisitions and disposals, partnership and pass-through entity taxation, corporate tax planning, real estate taxation and corporate restructuring. New York partner Timothy Santoli advised DoubleVerify on its acquisition by Providence Equity Partners, and also acted for Lactalis Group in its acquisition of The Icelandic Milk and Skyr Corporation. In the Kansas City office, Bruce Davison handles the tax aspects of private equity transactions, and Kelli Wikoff was promoted to partner in May 2018.
Irell & Manella LLP
Los Angeles tax boutique Irell & Manella LLP has expertise in the tax aspects of M&A, particularly in the technology sector, and regularly advises restructuring matters, insolvencies and the development of tax-efficient organizational and investment structures. Elliot Freier specializes in federal and California taxation of corporations and partnerships, and recently acted for private equity firm Genstar Capital in its acquisition of DrillingInfo and PDI Software. Milton Hyman focuses on business planning for corporations, limited liability companies and partnerships. Accruent, TSA Caribe and Pinnacle Entertainment are also active clients.
Ivins, Phillips & Barker
Ivins, Phillips & Barker's Washington DC tax practice is ‘an excellent alternative to the Big 4 firms’. Jeffrey Moeller has ‘excellent judgement and is the go-to trusted advisor for US corporate tax’. Of late, the team assisted Bayer with the tax planning, due diligence and merger agreement negotiations in connection with its $63bn acquisition of Monsanto. Heléna Klumpp also advises clients on corporate transactions tax and federal tax policies. Larry Axelrod left for Morgan, Lewis & Bockius LLP.
Jenner & Block LLP’s primary areas of activity include corporate M&A, fund formation and portfolio transactions and SALT matters. Geoffrey Davis in Chicago has ‘the business acumen to counsel an entire in-house business development team, providing critical bench strength to his corporate colleagues’; he and corporate lawyer Kevin Collins in New York are advising longstanding client Lonza Group on the tax aspects of a significant transaction with Platinum Equity. The team also acted for Snyder’s-Lance in its $6bn sale to Campbell Soup Company. Christian Kimball in Washington DC co-heads the practice alongside Davis.
Katten is noted for its ‘depth of experience and knowledge of practice leadership’. The team regularly advises on corporate tax planning and structuring in connection to M&A, spin-offs, private equity matters, REITs and real estate transactions. Saul Rudo is ‘deeply experienced and knowledgeable while being an excellent listener and communicator’; he recently advised Periscope Equity on its investment acquisition in Integrated Behavioral Health. Rudo also regularly advises Sterling Partners on its acquisitions and investment activities. Valentina Famparska, Kenneth Miller and Brandon Hadley in Washington DC are other key contacts. Employee benefits lawyer Kate Saracene joined the New York office in November 2017 from Nixon Peabody LLP, but Austin Lilling left for Stroock & Stroock & Lavan LLP in August 2018. All named individuals are in Chicago unless noted otherwise.
Kramer Levin Naftalis & Frankel LLP
The New York-based tax group at Kramer Levin Naftalis & Frankel LLP is particularly active in the real estate space, where it recently acted for Quilvest Group in connection with its acquisition of a majority of the equity in the partnerships that own a 30-story office building located in Philadelphia, and also acted for the sellers in the sale of Hotel Wales to DLJ Real Estate Capital for $35m. Other areas of expertise include mid-market M&A, private equity and hedge funds deals, and private client work. Practice chair Howard Rothman advises on federal and SALT taxation; of note, he acted for Hydra Industries Acquisition Corporation in its acquisition of London-based Inspired Gaming Group. Pamela Capps and Barry Hertzog are also key contacts.
Munger, Tolles & Olson
Munger, Tolles & Olson's California-based tax practice has expertise in M&A, securities offerings, executive compensation schemes and employee benefits. Recently, the team acted for Berkshire Hathaway in its acquisition of The Lubrizol Corporation in an all-cash transaction valued at $9.7bn, and also assisted the client with its $547.6m tax-free merger with Wesco Financial Corporation. Key contacts include David Goldman and counsels Robert Johnson and Matthew Schonholz, who joined in December 2018 from Sidley Austin LLP. Samuel Greenberg departed to EY in November 2018.
Neal, Gerber & Eisenberg LLP's Chicago-based tax lawyers are ‘all extremely knowledgeable in their respective fields, work incredibly well and know the tax code inside and out’. The practice group is particularly active in SALT issues, transactional tax planning and unclaimed property matters. Scott Bakal advises corporations and high-net-worth individuals on the tax structuring of business transactions and estate planning, while Jeffery Shamburg is also noted for his expertise in M&A-related taxation, joint ventures, financing deals, equity offerings and reorganizations. John Biek has ‘an incredible business mentality’ and is the key advisor for SALT matters.
Pillsbury Winthrop Shaw Pittman, LLP advises its blue-chip client base on SALT matters, and also has experience with cross-border M&A, financing and securitization transactions, employee benefits and estate planning. Further, the practice group strengthened its SALT capabilities in 2019 with the additions of Carley Roberts in Sacramento and Marc Simonetti in New York, who joined the firm along with 11 other lawyers from Eversheds Sutherland. Standout highlights include acting as outside tax counsel to Amazon in relation to the $970m acquisition of Twitch, and advising the San Francisco Ballet on the restructuring of its tax-exempt financing. Practice head James Chudy in New York advises on the federal income tax aspects of M&A, spin-offs, corporate reorganizations and restructurings; he recently acted for Areva NP in its internal restructuring and the related acquisition by EDF of a €2.5bn majority stake in Areva’s nuclear reactor business. Also recommended are Nora Burke and Ivan Mitev in the New York office, Julie Divola in San Francisco and Miami-based Michael Kosnitzky. Wynn Resorts and Global Cash Access Holdings are also key clients.
Roberts & Holland
Based in New York, specialist tax practice Roberts & Holland is rated for its strong transactional tax capabilities spanning M&A, private equity investments and real estate deals. Moreover, the team has experience in structuring executive compensation plans, SALT matters and debt restructuring. Key figures in the team include David Kahen, Lary Wolf, Stuart Gross and Ezra Dyckman.
Seyfarth Shaw LLP is best known for its real estate sector expertise, where it advises developers and investors on the tax aspects of joint ventures, REIT transactions, M&A and tax planning. Of late, John Napoli and counsel Michael Rosenthal advised The Uhlmann Offices on its acquisition by Retail Opportunities Investments; Napoli also acted for key client Workspace Property Trust in relation to a $1.3bn securitizable loan from JPMorgan Chase. Chicago-based Steven Meier co-heads the practice with Napoli, and is recommended for his ‘practical approach to solving problems’. University of California at Davis Regents and Livingston Street Capital are also active clients.
Brown Rudnick LLP's New York-based tax practice advises on tax-efficient restructurings, debt workouts and bankruptcy matters, corporate reorganizations an M&A deals. Key partner Vincent Guglielmotti assisted Self-Storage Capital Partners with the transfer taxes and other tax matters in relation to the acquisition and financing of a storage facilities portfolio worth approximately $50m. Also recommended are Nicole Bouchard, who assisted Hologic with various securities offerings, and counsel Barbara Kelly, who is recommended for financing deals, recapitalizations, reorganizations and partnership structuring.
Buchanan Ingersoll & Rooney
Buchanan Ingersoll & Rooney’s tax department has expertise in the tax aspects of corporate and pass-through entities, SALT matters, employee benefits, real estate matters and private wealth planning. Department co-head Bruce Booken in Fort Lauderdale developed a new structure for the Pittsburgh Steelers to facilitate investments by new persons in order to significantly restructure the ownership of the NFL team. Donald Reynolds and co-head Lisa Starczewski in Washington DC are instructed by pass-through entities and various corporates, including real estate companies, in structuring business transactions such as financings and acquisitions. Other key figures are Richard Fox and Jack Kessler in Pittsburgh and John Warner in Washington DC.
Caplin & Drysdale, Chartered has ‘strong command of the relevant tax considerations for private equity investments’ and also has ‘clear awareness of a client's commercial goals and objectives’. The practice group regularly handles private equity and hedge fund formation, business and asset disposals, and restructuring. Lead partner Jonathan S. Brenner in New York is rated for his ‘responsiveness and knowledge of the tax aspects of outbound and inbound investments’; indeed, Brenner is ‘a practical lawyer, who understands how issues get resolved and how deals get done’.
Following the April 2018 merger with Milwaukee-based Foley & Lardner, the combined expertise of Foley Gardere spans transactional and tax planning services for corporations, investment funds, REITs and tax-exempt organizations. Michael Abbott in Houston advises on employee benefits and executive compensation matters, particularly in the tech, energy and private equity spaces. Also recommended is James Howard, who has extensive experience advising corporates in the real estate and energy sectors in tax matters related to international investments and financing deals. The firm recently acted for Ricoh Americas Holding, a Japanese imaging and electronics company, in its acquisition of mindSHIFT Technologies, an IT outsourcing and cloud computing company.
Greenberg Traurig LLP's 'outstanding group of attorneys’ provide ‘excellent legal counsel’ in domestic and international transactions, tax structuring and SALT matters. The ‘dynamic’ team stands out for its ‘strong business acumen, knowledge of the latest developments and ability to remain one step ahead of the market’. Key advisors include William Siegel in Miami, Bradley Marsh in San Francisco and Fort Lauderdale partners Joel Maser and Noam Lipshitz. William Gorrod left for Morrison & Foerster LLP and James Null joined Eversheds Sutherland in June and August 2018, respectively.
Jones Walker LLP has expertise in business transactions, tax planning, executive compensation and employee benefits, and tax policy and regulatory issues. Department head William M. Backstrom, Jr. focuses on state and local tax matters in Louisiana. Rudolph R. Ramelli, Andre B. Burvant, Jonathan Katz and Jesse R. Adams, III are also key figures in the New Orleans office.
Loeb & Loeb LLP has particular expertise in the entertainment, real estate and energy transactions, where it advises on tax benefits associated with renewable energy projects. In addition, the team has strength in transactional and tax-efficient structuring for corporates, private clients and tax-exempt organizations. Recent work for the team includes advising Oprah Winfrey on an equity investment in True Food Kitchen, and acting for Picture Head Holdings in its recapitalization by Trive Capital and Five Crowns Capital. Alan Tarr in New York and Los Angeles partners Ryan Austin and Shahrooz Shahnavaz are the key figures in the practice group.