US taxes: non-contentious in United States
Cleary Gottlieb Steen & Hamilton
Cleary Gottlieb Steen & Hamilton's tax team advises a wide variety of clients including financial institutions, investment funds and high-net-worth individuals. Practice co-head Jason Factor specializes in the tax aspects of partnership and compensation issues as well as those related to hedge funds, while joint practice head Diana Wollman has expertise in the tax aspects of M&A, private equity deals and large-scale joint ventures. Other key figure include William McRae, who handles the tax aspects of corporate acquisitions, and the formation of private equity funds and real estate funds; James Duncan, who is noted for his structuring and planning work for multinational corporations; and Meyer Fedida, who has experience of cross-border tax planning in the context of major M&A. Erika Nijenhuis left in August 2019 for the US Treasury, and Yaron Reich joined Blackstone in June 2019. All attorneys are based in New York.
Jason Factor; Diana Wollman
- Advising long-term client Warburg Pincus and its portfolio companies on various transactions in the past twelve months including assistance with the acquisition of Pregis and its acquisition of Certified Laboratories.
- Represented long-time client Alphabet, the parent company of Google, and its subsidiaries in the tax aspects of two transactions; Google’s $2.1bn acquisition of Fitbit and Google’s $2.6bn acquisition of Looker.
- Advised TPG on numerous co-investments, fund formations, and dispositions, including its co-investments in Columbia Asia Healthcare, 91 Wireless Websoft, Kindred Home Care and Kindred Healthcare, and its sales of Times Higher Education and TES Global.
- Advised Thales on its €4.8 billion acquisition of Gemalto, a leading digital security company. Also represented Thales in the divestment of its General Purpose Hardware Security Module business to Entrust Datacard to address commitments made by Thales to several competition authorities in connection with its acquisition of Gemalto.
- Represented Honeywell, an American multinational conglomerate Fortune 100 company, in the tax aspects of the tax-free spin-off of its Homes and ADI Global Distribution business.
The team at Cravath, Swaine & Moore LLP is known for 'providing practical solutions to complex issues'. At the helm are two leaders in their field: Stephen Gordon and Lauren Angelilli. The pair has deep-seated experience in major M&A, spin-offs, joint ventures, restructurings, and other corporate transactions. Of particular note in the past year, Angelilli acted as one of the lead tax counsels to Disney in connection to its $85bn acquisition of Fox and its $10.6bn sale of the Fox Regional Sports Networks. Also recommended are Andrew Needham, whose practice focuses on REIT taxation, private equity fund formation and partnership taxation, and the 'incredibly knowledgeable' Leonard Teti, who advises clients on the tax aspects of strategic partnerships and joint ventures. Christopher Fargo is active in the energy, transportation and healthcare sectors, where he advises clients on the tax aspects of M&A, reorganizations and securities offerings. All listed attorneys are based in New York.
Stephen Gordon; Lauren Angelilli
‘The tax lawyers at CS&M are always available and client focused. They provide practical solutions to complex issues and always back their advice with sound legal authority. The team is very attentive to the details in a transaction document and ensuring the client receives the best possible work product.’
‘Cravath’s Tax team has a deep understanding of the technical tax rules and couples that with an appreciation for the practical implementation of those rules which is essential for its clients.’
‘The tax partners at Cravath are all enjoyable to work with and friendly. Each partner has their own unique manner of addressing client issues and negotiating style but are equally effective and proficient with the technical tax analysis.’
‘Len Teti is incredibly knowledgeable and responsive. He draws on his vast experience to provide clients with practical advice.’
Johnson & Johnson
- Provided tax advice to Occidental on its $57bn acquisition of Anadarko Petroleum Corporation, the $10bn investment from Berkshire Hathaway and the $8.8bn sale of Anadarko’s African assets to Total.
- Provided tax advice to Barrick on its joint venture with Newmont and its $18.3bn merger with Randgold.
- Providing tax advice to Mylan on its pending $50bn combination with Upjohn, a division of Pfizer.
- Provided tax advice to Novartis on its $29.8bn spin-off of Alcon and its $2.1bn acquisition of Endocyte.
- Providing tax advice to the Transaction Committee of the Board of Viacom in connection with Viacom’s pending $30bn merger with CBS.
Davis Polk & Wardwell LLP
Davis Polk & Wardwell LLP works with corporates and banking clients on the tax aspects of M&A, joint ventures and capital markets transactions. The team is jointly led by Neil Barr, who has experience assisting clients with federal income tax matters and group structuring, and David Schnabel, who is well known for his work in corporate and financing transactions, including acquisition finance, fund formation and PIPE deals. Other key figures include William Curran, a partner with particular experience in cross-border corporate restructurings, and Lucy Farr, who acts for a number of major investment funds and insurance companies. Avishai Shachar has retired. All lawyers are based in New York.
Neil Barr; David Schnabel
Other key lawyers:
Michael Farber; Michael Mollerus; Mary Conway; Rachel Kleinberg; Lucy Farr
Fortress Investment Group
- Advised Brookfield Business Partners on the tax aspects of its $13.2bn acquisition of the Power Solutions business of Johnson Controls International.
- Advised General Electric Company on the $11.1bn merger of GE Transportation and Wabtec Corporation and the subsequent modifications to the terms of its merger agreement.
- Advised Aetna on its approximately $77bn acquisition by CVS Health.
- Advised the underwriters on the tax aspects of the $8.1bn initial public offering of 180,000,000 shares of common stock in Uber Technologies.
- Advised Roche on its approximately $4.3bn acquisition of Spark Therapeutics
Debevoise & Plimpton LLP is particularly active in the energy, healthcare, insurance and media sectors, where it advises on the tax aspects of private equity and hedge fund formations, high-value M&A, corporate restructurings and real estate transactions. Peter Furci co-chairs the team and is routinely involved in large-scale corporate and commercial deals. Joint practice chair Peter Schuur also handles a wide range of tax structuring work and has particular experience advising on transactions in the insurance sector. Another name to note is Michael Bolotin, who focuses on REITs and private investment fund formation, and has acted for clients including Rockwood Capital and Kelso & Company. All attorneys are based in New York.
Peter Furci; Peter Schuur
Other key lawyers:
Gary Friedman; Michael Bolotin; Erin Cleary; Rafael Kariyev
American International Group (AIG)
Citizens Financial Group
Clayton, Dubilier & Rice
Global Infrastructure Partners
GSO Capital Partners
Kelso & Company
Morgan Stanley Global Private Equity
New York Life Investments
The Blackstone Group
The Carlyle Group
Tribune Media Company
- Advised Tribune Media Company on its $6.4bn sale to Nexstar Media Group.
- Represented Toyota Motor Corporation in its joint investment with DENSO Corporation and SoftBank Vision Fund in Uber’s Advanced Technologies Group.
- Advised AmTrust Financial Services on the merger of its Lloyd’s business with Canopius.
- Advising American Express on its acquisition of Resy, a leading digital restaurant reservation booking and management platform.
- Advising Prudential Financial on its $2.35bn acquisition of Assurance IQ, a direct-to-consumer platform that transforms the buying experience for individuals seeking personalized health and financial wellness solutions.
Fried, Frank, Harris, Shriver & Jacobson LLP's 'excellent' tax team works with public and private corporations and partnerships, hedge funds, and investment banks on a broad range of tax matters. Based in the firm's New York office, practice co-head David Shapiro specializes in fund formation, including private equity and hedge funds, and has also advised public and private companies on the tax aspects of domestic and cross-border transactions. Also in New York, Robert Cassanos advises on the tax aspects of leveraged buyouts, fund formations and public and private M&A. In the Washington DC office, practice co-head Alan Kaden maintains a strong transactional practice, focusing on the structuring and negotiation of taxable and tax-free corporate acquisitions and reorganizations. Cameron Cosby joined the DC office in January 2019 from Hogan Lovells US LLP. Cosby is a strong addition to the practice, bringing with him over two decades of experience assisting clients with the tax aspects of complex real estate and partnership transactions.
David Shapiro; Alan Kaden
‘Fried Frank’s US tax practice is excellent – with creative problem solving and a real dedication to understanding the business objectives at hand.’
‘The tax team was very responsive to issues and provided clear directions on how to best resolve those issues. Members of the team were very well versed in M&A tax and due diligence issues.’
‘The skill, creativity and effectiveness of the team is outstanding.’
Apollo Global Real Estate Management
Bain Capital / Bain Capital Credit / Bain Capital Real Estate / Bain Capital Ventures
BlueBay Asset Management
Brookfield Asset Management
Goldman Sachs / Goldman Sachs Investment Banking Division / Goldman Sachs Asset Management / Goldman Sachs Merchant Banking
HPS Investment Partners
Jacobs Engineering Group
Merck & Co.
Neuberger Berman & Dyal Capital Partners (a division of Neuberger Berman)
OMERS Private Equity and Caliber Collision Centers
Sinclair Broadcast Group
Spirit MTA REIT
Strategic Review Committee of the Board of Directors of NorthStar Realty Europe
- Acted as counsel to Aleris Corporation, a US-based aluminum producer, in its proposed $2.6bn acquisition by Novelis, Inc., the global leader in aluminum rolled products and the world’s largest recycler of aluminum.
- Advised BlueBay in connection with Direct Lending Fund III, BlueBay’s latest, circa €6bn European-focused private debt fund, and in an associated parallel accounts direct lending mandate.
- Counsel to OMERS Private Equity and Caliber Collision Centers in the signing of an agreement in which OMERS will sell a majority interest in Caliber Collision Centers to funds affiliated with Hellman & Friedman LLC.
- Counsel to Permira in connection with the formation of Permira’s latest and seventh buyout fund. The fund closed on €11bn of commitments, making it one of Europe’s largest buyout funds.
- Advised Sinclair Broadcast Group, Inc. on all tax aspects in connection with its US$10.6bn acquisition of the equity interests in 21 regional sports networks (RSNs) and Fox College Sports, which were acquired by The Walt Disney Company in its acquisition of Twenty-First Century Fox, Inc. and in connection with the issuance of preferred equity to be used to fund a portion of the purchase price for the RSN acquisition.
Kirkland & Ellis LLP's tax group had an impressive 2019, having been involved in more than one of the largest M&A of the year, including advising AbbVie on the tax aspects of its acquisition of Allergan. The transaction was jointly led from New York by practice co-head Dean Shulman, who has expertise in tax-free spin-offs, leveraged buyouts and IPOs, in addition to public M&A; and by Adam Kool and Sara Zablotney, both of whom have broad tax practices spanning complex corporate and funds transactions, securities offerings and debt restructuring. Looking to the firm's Chicago office, department co-head Todd Maynes is a key contact for tax matters related to debt restructuring and bankruptcy, Gregory Gallagher routinely handles tax planning and structuring matters in the context of corporate transactions, and Mike Carew focuses on the tax aspects of private equity buyouts and investment deals.
Todd Maynes; Dean Shulman
‘Strong technical expertise with attention to detail.’
‘The individuals that I worked with stood out because they had good practical knowledge and advice for unique situations.’
Bain Capital Private Equity
Madison Dearborn Partners
Toys “R” Us
Vista Equity Partners
WellCare Health Plans
- Advised Amcor on the tax aspects of its acquisition of Bemis Company for $6.8bn.
- Advises Bristol-Myers Squibb on its pending $90bn acquisition of Celgene, its pending $13.4bn sale of the rights to Celgene Corporation’s and its $1.6bn disposition of its French over-counter business to Taisho.
- Representing Danaher Corporation in its $21.4bn acquisition of GE Life Sciences.
- Advised GlaxoSmithKline on its $60bn joint venture with Pfizer.
- Advises GLP on the tax aspects of its $18.7bn sale of its US logistics business to Blackstone.
Rated by clients for its 'deep technical knowledge', Latham & Watkins LLP advises investment banks, major financial institutions and private equity firms on a huge range of tax structuring advice. The practice group is jointly led by Joseph Kronsnoble in Chicago and Jiyeon Lee-Lim in New York, and is particularly active in the life sciences, energy and financial services sectors. Kronsnoble practices in the Chicago office and represents public and privately owned companies in relation to tax-free and taxable M&A, while Lee-Lim has particular experience working on the tax aspects of business reorganizations. Also in New York, Lisa Watts boasts two decades of experience as a transactional tax practitioner, acting for private equity firms and US based private and public companies, and Elena Romanova is a name to note for multinational corporates and financial services companies regarding advice on the impact of the 2017 US tax reforms. The team also boasts a number of market leaders among its ranks: Pardis Zomorodi (Los Angeles), Kirt Switzer (San Francisco), and Samuel Weiner (Los Angeles) have all been recognized as leaders in the field, and Andrea Ramezan-Jackson (Washington DC) is a standout figure in the younger partner pool. Michael Brody retired from the partnership in 2019.
Joseph Kronsnoble; Jiyeon Lee-Lim
‘I’m always impressed with the deep technical knowledge of Latham & Watkins’ tax practice. Any time we have a complicated issue, we know that we can rely on Latham to think the issue through completely and provide appropriate recommendations.’
‘Diana Doyle is an excellent tax partner who has superior technical skills who is responsive and very focused on client service. I was also impressed by Michael Zucker’s attention to detail and his follow-through on issues.’
The Carlyle Group
Conflicts Committee of MPLX
Leonard Green & Partners
Capitol Investment Corp. IV
Virgin Galactic and Virgin Group
Resorts World Las Vegas
Platinum Equity Advisors
Aegon Funding Company and Aegon
- Representing Weatherford on the tax aspects of its Chapter 11 bankruptcy reorganization. This bankruptcy is unique in that there are three jurisdictions – Ireland, the United States and Bermuda.
- Advised the Conflicts Committee of MPLX (MPLX) on the tax aspects of its merger agreement with Andeavor Logistics (ANDX) whereby MPLX will acquire ANDX in a unit-for-unit transaction.
- Advised Virgin Galactic and Virgin Group on tax matters in connection with Virgin Galactic’s merger with Social Capital Hedosophia, a public investment vehicle, to create the first and only publicly traded commercial human spaceflight company.
- Representing ZF Friedrichshafen on the tax aspects of its acquisition of WABCO Holdings, a provider of electronic, mechanical, electro-mechanical, and aerodynamic products.
- Advising TechnipFMC on the tax aspects of its plan to separate into two industry-leading, independent, publicly traded companies: RemainCo and SpinCo.
Mayer Brown provides a wide range of transactional tax advice to a varied client base including investment funds, financial institutions, trade associations and multinational companies. The primary contacts in the team are joint practice heads James Barry in Chicago, and New York-based Jason Bazar. Barry specializes in tax planning for foreign corporates and individuals, while Bazar has particular expertise advising investment funds and banking sector-clients on the tax aspects of business combination transactions. Also in New York, Mark Leeds advises on the tax aspects of insurance transactions, structured finance deals and other financial products. A key contact on the West Coast is San Francisco-based Remmelt Reigersman, who has wide-ranging experience advising on the tax aspects of M&A, capital markets transactions and large joint ventures.
James Barry; Jason Bazar
Altice and Altice USA
Hartford Financial Services Group
Standard Chartered Bank
The Jordan Company
- Represented BidFair, an entity wholly owned by media and telecom entrepreneur and art collector Patrick Drahi, in the planned $3.7bn acquisition of Sotheby’s, the fine art, collectibles and jewelry auction house.
- Advised Altice on tax and structuring aspects of the deal to acquire Cheddar, a digital news company, for $200m.
- Represented Envestnet in the $500m acquisition of PIEtech, the creator of the MoneyGuide family of financial planning applications.
- Advised Outbrain, the world’s leading discovery and native advertising platform on the open web, on the acquisition of Ligatus, an indirect subsidiary of Bertelsmann, in a stock deal.
- Represented Prologis in the $3.99bn acquisition of Industrial Property Trust, a real estate investment trust that acquires and operates high-quality distribution warehouses that are leased to corporate customers.
Paul, Weiss, Rifkind, Wharton & Garrison LLP's tax team works closely with the firm's corporate, finance and employment departments to provide its clients with comprehensive and holistic tax advice. A major development over the past year was the hire of Robert Holo, who had previously led the tax group at Simpson Thacher & Bartlett LLP. Holo joined the team in March 2020 and is a significant addition to the partnership. The practice group is jointly led by Brad Okun and Scott Sontag, who advises PE clients on the tax aspects of M&A and portfolio restructurings, and also has experience of REIT formation and taxation. Other names to note include David Mayo, who advises on corporate and partnership taxation, and Opportunity funds, and David Sicular, who advises on a huge range of transactional tax matters and also advises on the tax aspects of bankruptcies and restructurings. All named lawyers are based in New York.
Brad Okun; Scott Sontag
Apollo Global Management
Oak Hill Capital Partners
Oaktree Capital Management
International Business Machines
Roark Capital Group
CI Capital Partners
- Represented International Business Machines Corp. in its $34bn acquisition of Red Hat, creating the world’s largest hybrid cloud provider.
- Represented CIM Group, a community-focused real estate and infrastructure owner, in connection with the formation of its $5bn fund to expand its focus on investing in Opportunity Zone investments.
- Advised Honeywell International, a diversified technology and manufacturing company, in connection with a tax-free spin-off of Garrett Motion, formerly Honeywell’s turbocharger business, creating a standalone, publicly traded company.
- Advising HPS Investment Partners on the restructuring of LBI Media, a Burbank, California based Spanish-language broadcaster.
- Advising New-York based private equity firm General Atlantic Partners on a variety of tax matters surrounding its funds, portfolio companies, day-to-day operations, and ongoing deals, including General Atlantic’s recent investment in European Wax Center, a Florida-based beauty lifestyle brand franchise.
Simpson Thacher & Bartlett LLP is a market leader in the tax treatment of private equity deals, a skill set that was highlighted this year by its involvement in five of the ten largest US private equity deals in the first half of 2019. Marcy Geller has expertise in REIT taxation, private investment fund formation and corporate restructurings, and Jonathan Goldstein is rated for his work on the tax aspects of financing transactions and bankruptcies. Andrew Purcell is also recommended, as is Nancy Mehlman, who now heads the firm's tax practice. All listed attorneys are based in New York. John Hart retired at the end of 2018 and Robert Holo left for Paul, Weiss, Rifkind, Wharton & Garrison LLP in March 2020.
The Blackstone Group
The Carlyle Group
Hellman & Friedman
Kohlberg Kravis Roberts & Co.
- Representation of affiliates of The Carlyle Group in connection with their proposed acquisition of a majority interest in The Hilb Group. Hilb is currently a portfolio company of Abry Partners.
- Representation of Blackstone in the establishment of its ninth global opportunistic real estate fund, Blackstone Real Estate Partners IX Blackstone has announced that BREP IX closed with a record $20.5bn in capital commitments, making it the largest real estate fund ever raised.
- Representation of BC Partners in Blackstone Alternative Asset Management’s acquisition of a passive, minority investment in BC Partners.
- Representation of Refinitiv in its definitive agreement to be acquired by London Stock Exchange Group in an all share transaction for a total enterprise value of approximately $27bn.
- Representation of TCF Financial Corporation in connection with its merger with Chemical Financial Corporation in an all-stock merger-of-equals transaction, creating one of the premier Midwestern banks with $45bn in assets.
Skadden, Arps, Slate, Meagher & Flom LLP
Skadden, Arps, Slate, Meagher & Flom LLP's tax team is invaluable in the firm's ability to handle headline M&A and other complex corporate transactions for many of the world's largest companies. Of particular note in 2019, Steven Matays and Gavin White advised Twenty-First Century Fox on the tax aspects of its $71.3bn acquisition by the Walt Disney Company, which marked one of the largest media sector-mergers in history. The wider tax group is headed by Washington DC-based Eric Sensenbrenner, who has expertise in structuring cross-border investments, and also handles M&A and post-acquisition restructuring matters for an enviable corporate client base. The team also advises on the tax aspects of executive compensation, bankruptcies and financial restructurings, and large-scale joint ventures.
- Advised Renault SA (France) in tax aspects of its discussions with Fiat Chrysler Automobiles (Netherlands) regarding a potential €32.6bn merger.
- Represented Rockwell Collins, Inc. in tax aspects of its $30bn acquisition by United Technologies Corporation (UTC).
- Represented WABCO Holdings Inc. (Belgium), a leading global provider of electronic braking, stability, suspension and transmission control systems for commercial vehicles, in tax aspects of its acquisition by ZF Friedrichshafen AG (Germany) for an equity value of nearly $8bn.
- Acted for The Coca-Cola Company in the tax aspects of its $5.1bn acquisition of Costa Limited from Whitbread PLC. Costa is the largest coffee company in the United Kingdom.
- Represented Embraer S.A (Brazil) in tax aspects of the $4.2bn sale of an 80% stake in its commercial aircraft and services business to The Boeing Company.
Weil, Gotshal & Manges LLP's tax practice has extensive experience in corporate tax matters in line with the firm's wider strengths in M&A, restructurings and recapitalizations, REIT investments and private equity matters. The team is led by Joseph Pari, who joined the firm in December 2018 from KPMG and divides his time between the firm's Washington DC and New York offices. Pari advises his clients on federal income tax related to domestic and cross-border M&A and spin-offs. Stuart Goldring is another key figure; he has expertise in transactions and tax counseling for distressed companies. Other key figures include Mark Schwed, who acts for public companies and private equity sponsors in relation to domestic and international M&A; Chayim Neubort, a name to note for tax issues arising from the restructuring of distressed companies; and Noah Beck, who advises on the tax aspects of corporate transactions and fund formation. Kenneth Heitner left the firm for Deloitte in 2019.
The Blackstone Group
Brookfield Asset Management
The Campbell Soup Company
Canada Pension Plan Investment Board
Eli Lilly and Company
Fidelity National Financial
General Electric Company
The Gores Group
The Kroger Company
Leucadia National Corporation
OMERS Private Equity
Public Sector Pension Investment Board
Scripps Networks Interactive
SoftBank Vision Fund
Westinghouse Electric Company
- Advised Dow on its approximately $40bn spin-off from DowDuPont.
- Advised Canada Pension Plan Investment Board on tax aspects of multiple transactions.
- Advising Synchrony Bank on its approximately $9bn sale of the credit card portfolio of Walmart.
- Advised Eli Lilly & Company on various transactions including its approximately $8bn acquisition of Loxo Oncology.
- Advised Brookfield Asset Management on its $9bn formation of Brookfield Capital Partners V, a buyout fund focused on investments globally.
Fenwick & West LLP has a strong transactional tax practice, which is a key component of the firm's broader ability to service its corporate client base. Practice chair Adam Halpern has over two decades' experience acting for high-net-worth individuals and Fortune 500 companies in the media, pharmaceuticals and gaming industries. Of late, Halpern has developed a particularly strong reputation for advising clients on the impact of the 2017 TCJA. Other key figures include Larissa Neumann, international tax specialist David Forst, and James Fuller, who is widely considered to be one of the country's leading tax lawyers. All listed lawyers are based in Mountain View, California.
‘Extraordinary technical capabilities, highly creative and have outstanding presentation skills.’
- Represented Zoosk in $255m acquisition by Spark.
- Represented Loxo Oncology in its $8bn acquisition by Eli Lilly.
- Represented Cloudera in its $5.2bn merger with Hortonworks.
- Represented Symantec Corporation in its Acquisition of Luminate Security.
- Represented Dome9 in its $175m acquisition by Check Point Software Technologies.
McDermott Will & Emery LLP routinely handles the tax aspects of large corporate transactions, and is also noted for its tax advisory and transfer pricing work. Key contacts in the tax team include SALT expert Jane May and Washington DC-based Tim Shuman, who has expertise in the tax aspects of domestic and cross-border acquisitions, restructurings and liquidations. Lowell Yoder is rated for his work on cross-border M&A, large-scale corporate reorganizations and other multi-national tax planning. Also recommended is Damon Lyon, who specializes in the tax treatment of financial holding structures such as intangible holding companies. Unless stated otherwise all named lawyers are based in Chicago. Thomas Jones has also been recommended.
Jane May; Tim Shuman
Dogfish Head Brewery
Procter & Gamble
Bank of America Merrill Lynch
- Assisted Dover Corp with the high-profile public spin-off of its upstream oil and gas business (Apergy Corporation).
- Advising the STAR Partnership, a coalition of 27 multinational companies, formed to help the business community navigate and respond to the impacts of federal reform (TCJA) as changes to the IRC flow through to each of the states.
- Advised PGA Tour, a tax exempt non-profit organization, on various things, including assisting players with the tax aspects of their retirement plans.
- Advised Dogfish Head Brewery in connection with its merger with the Boston Beer Company.
- One of three global law firms to advise drugstore chain operator CVS Health Corp on its high profile $69bn cash and stock purchase of insurer Aetna.
Paul Hastings LLP
With on-the-ground tax specialists on both coasts and in the energy capital of the US, Paul Hastings LLP is well placed to provide nationwide tax advice on corporate restructurings, real estate funds and cross-border and domestic M&A. The department is headed by New York-based Joseph Opich, who is recognized for his expertise in the tax aspects of M&A, financial products and structured finance transactions. Similarly, in Orange County Douglas Schaaf advises on a wide range of complex business transactions, and on the taxation of financial products. Greg Nelson in Houston specializes in taxation in the energy sector and tax issues relating to energy partnerships. The tax group also plays a key role in the firm's private equity practice.
Bank of America
Ford Motor Company
JP Morgan Chase & Co.
Targa Resources Corp.
National Investment Corporation of the National Bank of Kazakhstan
Live Nation Entertainment
Government of Jamaica Ministry of Finance & Planning
Haim Saban (Power Rangers)
Royal Bank of Canada
- Advising institutional fund manager IFM on the tax aspects associated with its acquisition of midstream logistics-focused master limited partnership Buckeye Partners.
- Advised Parkview Financial Corp. on the restructuring of a lending fund to hold qualifying loans through REIT subsidiary to obtain tax benefits under 2017 Tax Reform Act.
- Advised Liberated Brands, led by Volcom’s management team, on the financing and acquisition of the operating assets of Volcom from Kering.
- Provided tax structuring advice on the formation of a US real estate fund, including formation of parallel fund with subsidiary REIT to accommodate US tax exempt investors seeking to not recognize UBTI.
- Assisted Lotus Midstream with the acquisition of the Centurion Pipeline system from Occidental Petroleum Corporation.
The 'client friendly' team at Proskauer Rose LLP handles corporate tax matter for clients across a range of industries, including entertainment, sports and biotechnology. The team is also highly rated for its work in the financial services sector. Practice head Ira Bogner is noted for his expertise in executive compensation matters, as well as in the treatment of tax-exempt organizations. Amanda Nussbaum is 'fantastic' and has experience working with non-profit organizations, and is also active in structuring taxable and tax-free M&A. Martin Hamilton is known for his 'extremely careful and skilled' approach to matters relating to corporate and partnership taxation, and experienced partner David Miller is recognized for his expertise in the taxation of derivatives and financial products. The tax team, moreover, is crucial to the firm's wider fund formation practice. All listed attorneys are based in New York.
‘Martin Hamilton and his team are extremely careful and skilled in US tax matters especially in relation to tax reform.’
‘They are client-friendly – they are able to clearly explain complicated tax issues to a person who has no tax expertise. They are also quite responsive.’
‘Amanda Nussbaum is fantastic and clearly has the technical tax expertise. She is extremely responsive and clearly explains the issues and possible solutions.’
‘Suzanne Dissinger is also a pleasure to work with. She is responsive and mixes technical expertise with a practical approach.’
National Hockey League
Bain Specialty Finance
Adams Street Partners
- Advised JP Morgan on the tax aspects of closing of 13 funds (including feeder funds), amounting to a total of more than $3.1bn in commitments.
- Represented Arkema in its agreement to acquire ArrMaz from Golden Gate Capital for approximately $570m.
- Advised Grifols on the tax aspects of entering a strategic alliance with Shanghai Raas Blood Products Co, a leading blood plasma company in China.
- Advise Ares Capital on the tax aspects of a wide variety of leveraged lending transactions.
- Advised Ridgemont Equity Partners on the tax aspects of the formation of its third buyout fund, Ridgemont Equity Partners III, with $1.65bn in commitments.
Shearman & Sterling LLP's nationwide tax practice is jointly led by Michael Shulman in New York and Laurence Crouch in San Francisco. Shulman provides comprehensive tax advice on corporate acquisitions, restructurings and spin-offs, while Crouch handles tax planning for M&A transactions, as well as major joint ventures. In the Washington DC office, Nathan Tasso advises investment banks and other financial institutions on the tax aspects of financial transactions, and Jay Singer, who joined the firm from McDermott Will & Emery LLP, is routinely involved in large-scale internal restructurings and spin-off transactions. Ethan Harris left the DC office for Deloitte in May 2019.
Michael Shulman; Laurence Crouch
Oryx Southern Delaware Holdings
CVS Health Corporation
Oaktree Capital Transportation Infrastructure Fund
Advanced Disposal Services
- Advising Raytheon on its pending $120bn combination with United Technologies in a merger of equals.
- Lead counsel representing Dow in its separation and spin-off from DowDuPont completed April 2, 2019.
- Advised Ecopetrol on its joint venture with Occidental Petroleum Corporation to develop 97,000 net acres in the Permian Basin in West Texas.
- Advised Citigroup on its sale of the Mexican asset management business of Citibanamex to BlackRock Assisted Citigroup with structuring the sale, coordinated with local tax counsel and advised client on the US tax consequences of the transaction.
- Advised Viacom on its merger with CBS Corporation, which will create a leading global multi-platform, premium content company with more than $28bn in revenue.
Sullivan & Cromwell LLP
Wachtell, Lipton, Rosen & Katz's tax practice supports the firm's market-leading corporate and M&A work. Jodi Schwartz is recognized for her experience of the tax issues arising from cross-border M&A, joint ventures, spin-offs and financial instruments, while Deborah Paul has handled the tax aspects of M&A and private equity buyouts in the telecoms, energy and oil and gas, food, and defense sectors.
The team at Cadwalader, Wickersham & Taft LLP has a strong reputation acting for insurance companies, funds and commercial and investment banks. New York-based Linda Swartz heads the practice group and is considered by some to be 'the best tax attorney in the US when it comes to structured M&A transactions'. Swartz is also a key contact for tax issues related to executive compensation. Jason Schwartz acts for banks, funds and investment managers, and divides his time between New York and Washington DC. Edward Wei left the firm for Gibson, Dunn & Crutcher LLP.
Other key lawyers:
Jason Schwartz; Gary Silverstein
‘They make the effort to understand the business and the business model unique to each client.’
‘Linda is in my opinion the best tax attorney in the US when it comes to structured M&A transactions. Her knowledge of the law and how to apply the law to each client’s specific business is unequaled.’
Corindus Vascular Robotics
Procter & Gamble
Assured Guaranty Corp. and Assured Guaranty Municipal Corp.
Bank of America
Royal Bank of Canada
Woodward Capital Management
Community Bank System
- Represented Corindus Vascular Robotics in its acquisition, worth $1.1bn, by Siemens Medical Solutions.
- Represented Mantle Ridge in connection with its 20% investment in food service company Aramark and subsequent entry into a Stewardship Framework Agreement with Aramark.
- Represented Ashford in its acquisition of the hotel management business of Remington Holdings.
- Represented Kingsland Holdings in connection with the entry by Avianca into a joint business agreement with United Airlines and Copa Airlines.
- Represented Royal Bank of Canada as US counsel in its securitization of two cross-collateralized and cross-defaulted mortgage loans.
Clifford Chance is rated for its 'very technical, strategic and responsive' tax team, with specialist expertise in the taxation of financial products, investment funds and REITs, and securitizations and structured finance deals. A key figure in the team is Avrohom Gelber, who specializes in the taxation of cross-border financing and investment deals, and also advises on the tax aspects of fund formation, corporate transactions, and complex financial products. Also recommended are David Moldenhauer, Philip Wagman and Michael Seaton. All named attorneys are based in the firm's New York office.
Other key lawyers:
‘Firm is very technical, strategic and responsive. They are focused on finding a solution and are way more than just researching.’
‘Philip Wagman, our lead Tax Partner is extremely bright, strategic and regularly comes up with ideas to achieve our objectives; very broad tax technical knowledge base.’
Apollo Commercial Real Estate Finance
Oak Street Real Estate Capital
Global Jet Capital
Greystone & Co.
Madison International Realty
National Storage Affiliates Trust
- Advised Symrise on its $900m acquisition of American Dehydrated Foods / International Dehydrated Foods.
- Advised a PIMCO managed fund on its first securitization stemming from a $15bn portfolio of residential mortgages, originated by Capital One.
- Advised Ready Capital, a commercial mortgage REIT, on its acquisition of Owens Realty Mortgage, a specialty finance REIT.
- Advised Mercury Capital Advisors Group on its acquisition by Investcorp. Assisted with structuring the transaction and advising the client on the tax consequences of the transaction.
- Provide Watford with advice relating to US federal income tax matters on a routine basis, including advice relating to recent changes in the tax law and the impact of those changes on Watford’s business and shareholders.
Eversheds Sutherland handles international, state and local, and federal tax advice to clients in a range of industries, including TMT, energy and renewables, healthcare and life sciences, hospitality, and financial services. Key figures in the team include practice head Jeffrey Friedman, who advises clients including Fortune 100 companies on state and local tax planning and Robert Chase, who routinely advises clients on internal restructurings and M&A. The firm has strengthened its bench with the addition of several partners: Sarah Paul joined from the US Attorney's Office for the Southern District of New York, Timothy Gustafson joined from Pillsbury Winthrop Shaw Pittman LLP and Robert Neis joined from the US Department of Treasury. All those listed are based in Washington DC.
Other key lawyers:
MSouth Equity Partners
Capital Southwest Corporation
New Mountain Finance Corporation
Fidus Investment Corporation
Oxford Lane Capital Corp
Investcorp Credit Management BDC
Georgia Association of Manufacturers and Metro Atlanta Chamber of Commerce
The Forestland Group
- Serving as lead adviser on the $3.1bn sale of Cox Media Group’s broadcast television stations, as well as its Dayton, Ohio newspaper, radio and TV properties to a new broadcasting company that is substantially owned by private equity funds managed by affiliates of Apollo Global Management.
- Advising an energy trading company on its development of a carbon capture and sequestration facility that is expected to generate well over $1bn in tax credits under the recently revised section 45Q carbon capture and sequestration credit.
- Working with Chick-fil-A on a daily basis to handle all aspects of their state tax matters across the country.
- Continuing to represent the Georgia Association of Manufacturers and the Metro Atlanta Chamber of Commerce as outside tax counsel, including testimony before House and Senate committees regarding sales tax and property tax legislation.
- Represented The Forestland Group, a leading privately owned timberland investment manager, in obtaining multiple private letter rulings from the IRS addressing critical tax issues related to carbon offset credits under both domestic and international protocol regimes.
Gibson, Dunn & Crutcher LLP
Gibson, Dunn & Crutcher LLP's tax team has developed expertise in private equity, hedge and real estate fund formation, joint ventures and public company M&A. The practice is jointly led by David Sinak, who advises on federal income taxation for individuals, corporations and limited liability companies, and Jeffrey Trinklein, who has expertise in corporate and partnership tax planning. Similarly, Eric Sloan (a 25 year tax veteran) and Dora Arash also have extensive experience of corporate and partnership taxation. Edward Wei joined the firm in June 2019 from Cadwalader, Wickersham & Taft LLP, and Los Angeles-based Lorna Wilson was promoted to partner in January 2020. All named attorneys are based in New York unless stated otherwise.
David Sinak; Jeffrey Trinklein
- Provided Ensco counsel on the tax issues arising out of the acquisition of Rowan Companies, a global provider of offshore contract drilling services to the petroleum industry, in a deal with a combined enterprise value of $12bn.
- Represented Marvell Technology Group in an agreement to sell its Wi-Fi connectivity business to NXP Semiconductors for $1.76bn. The firm advised on the tax aspects of the transaction.
- Advised Evergreen Coast Capital on the tax issues arising out of two acquisitions.
- Advised Valero Energy Corporation, a Texas-based international manufacturer and marketer of transportation fuels, petrochemical and power, on its public offering of $1bn aggregate principal amount of 4% senior notes due 2029.
- Representing Leonard Green & Partners, a Los Angeles-based private equity firm, in connection with the formation of Green Equity Partners VIII, a private equity fund targeting $10bn.
Milbank's 'highly commercial' tax practice has 'good working knowledge of the market', where it advises on M&A, private equity deals and investment fund formation, and executive compensation. Of particular note in 2019, practice head Russell Kestenbaum and Max Goodman advised leading casino entertainment company Eldorado Resorts on its $17.3bn merger with Caesars Entertainment Corporation, to create the largest casino operator in the United States. Kestenbaum himself focuses on tax issues related to bankruptcies and IPOs, while Goodman is noted for expertise in the taxation of joint ventures in the real estate sector. Also recommended are Andrew Walker, who has experience advising on the tax aspects of capital markets transactions, and Eschi Rahimi-Laridjani, a 'practical' and 'thoughtful' tax advisor. All named lawyers are based in New York.
‘They’re highly commercial and have good working knowledge of the market.’
‘Eschi Rahimi-Laridjani is very responsive and thoughtful; her advice is practical.’
Apollo Aviation Group
Garrison Investment Group
Bank of America Merrill Lynch
HPS Investment Partners
JP Lease Products and Services and Stratos Aircraft Management
Goldman Sachs Merchant Banking Division
PKA and PenSam
- Advised Apollo Aviation Group, a global commercial aviation investment and servicing firm with $5.6bn in assets under management including 243 aircraft owned, managed or committed to purchase, on its acquisition by The Carlyle Group.
- Represented HPS Investment Partners in providing Sears Holding Corporation with an $800m refinancing, secured by a portfolio of 168 properties across the United States.
- Represented Garrison Investment Group and Onyx Equities in connection with a multi-phased transaction to form a four-party joint venture with Taconic Capital Advisors and Axonic Capital to acquire and finance most of Gateway Center in Newark, New Jersey.
- Representing the Bankruptcy Court appointed Official Committee of Unsecured Creditors in the well-publicized bankruptcy of California utility giant PG&E, the state’s largest utility company, which is facing up to $30bn in potential liability over its role in California wildfires.
- Advised JP Lease Products and Services and Stratos Aircraft Management on the tax aspects of a the first-of-its-kind “JOL AIR 2019-1” $700m deal, the first aircraft lease ABS to include Japanese operating lease (JOL) structures.
Morgan, Lewis & Bockius LLP provides comprehensive advice on state and local tax, REIT and private equity taxation, and issues related to tax exempt organizations. In Boston, Daniel Nelson is noted for his experience of inbound investments into US real estate and infrastructure, and associate Meghan McCarthy is developing a standout track record of advising pension funds and insurance companies on federal and state tax law. Sanford Stark and William McKee in Washington DC are highly regarded in transfer pricing and partnership taxation, respectively, and Barton Bassett is a key figure in the Silicon Valley office.
Daniel Nelson; Barton Bassett; Sanford Stark
Dr Pepper Snapple Group/Keurig
Apollo Global Management
Blackstone Strategic Partners
PGGM Investment Management
Lime Rock Partners
Bouwinvest Real Estate Investment Management
- Represented Vets First Choice in its merger with the animal health business of Henry Schein which was spun off as a separate publicly traded company immediately prior to the combination in a reverse Morris trust transaction. The new combined company is known as Covetrus.
- Represented Bouwinvest, a Dutch pension fund investment manager specialized in managing real estate portfolios for institutional investors, in its $100m investment in the Tishman Speyer development project, The Spiral.
- Represented Iron Mountain in its agreement to acquire the US operations of IO Data Centers for $1.32bn, plus up to $60m based on future performance and subject to customary adjustments.
- Represented Apollo Global Management in its definitive agreement and plan of merger with certain investment funds managed by affiliates of Apollo and Smart & Final Stores.
- Represented Blackstone Strategic Partners group in the investment into three infrastructure funds managed by Corsair Capital as part of a larger restructuring and spin out of Corsair’s existing infrastructure fund.
Norton Rose Fulbright's tax team advises clients on cross-border M&A and private equity and hedge fund formation, and is especially strong in energy taxation, where it has 'deep industry knowledge' of the renewables sector. Robert Morris in Houston jointly heads the practice group alongside William Cavanagh in New York, who specializes in corporate, partnership and private equity taxation. Jack Allender is another key contact in Houston, while Dallas-based William Bowers focuses on federal income tax planning. The firm further strengthened its tax practice with the addition of David Burton, who has 'exceptional market knowledge' and 'insight' into the renewable energy tax space. Burton joined the firm's New York office from Mayer Brown in April 2019.
William Cavanagh; Robert Morris
‘Deep industry knowledge and broad experience across a range of transactions relevant to our business.’
‘Encyclopedic in the relevant areas of tax law and practice; very commercial and effective at getting complicated transactions across the finish line.’
‘David Burton – Exceptional market knowledge and insights within the renewable energy tax space.’
C2 Energy Capital
Laurentian Bank of Canada
John L. Wortham & Sons
Deutsche Bank Securities
GE Energy Financial Services
ExxonMobil Chemical Company
- Represented Tervita Corporation in connection with its pending merger with Newalta Corporation and the related consent solicitation for its outstanding debt and offering of new debt by a wholly owned subsidiary.
- Representing C2 Energy Capitalin in structuring a first-of-its-kind after-tax US solar investment fund with a Japanese limited partner.
- Represented Wortham in its acquisition by Marsh, a leading global insurance broker.
The team at O'Melveny & Myers LLP handles a variety of tax matters, but is noted in particular for its work in M&A and securitizations. The team is led by Jeff Wallbridge in Newport Beach, who handles executive compensation matters, restructurings and M&A. Century City-based Robert Blashek is highly experienced in tax issues relating to corporate reorganizations and financing transactions, acting for private equity firms and entertainment companies, among other corporates clients. Key contacts on the West Coast include Luc Moritz in Los Angeles and Robert Fisher in Silicon Valley, who has twenty years of experience advising on the tax aspects of technology transactions. Alexander Anderson, Arthur Hazlitt and counsel Alexander Roberts are names to note in the New York office.
Other key lawyers:
‘The O’Melveny tax team is very strong and I reach out to them even on planning matters, even when they are not otherwise engaged by our corporate legal team. They are especially strong with securitizations, M&A and various other types of complex deals.’
‘Rob Blashek is one of the smartest, most able tax lawyers we have ever known. He has a fine complement of highly competent partners as part of an overall outstanding team.’
‘Alex Anderson is a great tax lawyer. He is easy to work with, extremely transparent about costs (e.g., able to remain on budget), and willing to go to the ends of the earth to develop innovative solutions.’
‘Rob Blashek is unfailingly available and willing to pitch in, take on difficult negotiations and support all we’re doing.’
American Honda Finance Corporation
Air Lease Corporation
Bank of America Merrill Lynch
Citicorp North America
Edwards Lifesciences Corporation
Lions Gate Entertainment Corporation
Norwegian Cruise Line
Oaktree Capital Management
Ontario Teachers’ Pension Plan Board
Puerto Rico Fiscal Agency & Financial Advisory Authority
Wells Fargo Bank
- Represented Apollo Global Management in its $1bn portfolio acquisition of GE Capital’s energy equity investments. The portfolio consisted of over twenty US-based renewable energy and natural gas-fired generation facilities, as well as midstream energy infrastructure assets.
- Represented several key investors, including film director Jerry Bruckheimer, in their successful effort to launch a new National Hockey League (NHL) franchise in Seattle, Washington.
- Represented UP Fintech Holding (Tiger Brokers) in connection with its initial public offering on the NASDAQ Stock Exchange. The IPO involved Tiger Brokers offering 13 million American Depository Shares (ADSs) at a price of $8 per share.
- Represented Wells Fargo Bank in its tax equity investment in, and project financing of, a 261MW solar facility under development by First Solar in Twiggs County, GA.
- Represented Booking Holdings, the world leader in online travel and related services and the parent company of Booking.com, Kayak.com, and Priceline.com, in its agreement to acquire Venga, a guest management platform for restaurants and other businesses.
Orrick, Herrington & Sutcliffe LLP is rated by clients for it's ability to analyze tax matters both from a legal and a commercial perspective. The national tax practice is led by San Francisco-based Chas Cardall, an expert in tax issues related to public finance, tax-exempt financings and tax-driven financings. Peter Connors in New York is noted for his experience advising clients on the tax elements of corporate reorganizations, financial transactions and IP matters. John Narducci leads the New York team, and has expertise in the tax elements of securities offerings and financial products, M&A, and corporate restructurings, as well as a variety of other corporate and financing matters. Michael Masri specializes in energy tax credits, and joined the New York office from Norton Rose Fulbright in January 2019.
‘The tax team at Orrick provides accurate advice in many areas of tax practice.’
‘The tax lawyers at Orrick look at tax issues from all sides.’
EDP Renewables North America, EDF Renewable Energy
GE Energy Financial Services
The State of California
The Regents of University of California
Public Finance Authority
I Squared Capital
Texas Comptroller of Public Accounts
JP Morgan Chase
Ladenburg Thalmann & Co.
Port Authority of New York and New Jersey
- Providing tax advice on Credit Suisse’s structured note program, which involves the issuance of approximately 1,000 complex financial instruments and sales of over $1bn each year.
- Advised JD.com and Condé Nast, as shareholders, and Vitruvian Partners, as a selling shareholder, on Farfetch’s $5.8bn initial public offering on the New York Stock Exchange.
- Represented Clearway in a joint venture to develop and construct the Wildorado and Elbow Creek Wind Project and the tax equity financing with Berkshire Hathaway.
- Advised Clearway on the tax equity financing with Berkshire Hathaway for the Mesquite wind project, a 419MW wind farm in Fischer and Nolan counties in Texas.
- Advised Hedera Hashgraph on the completion of its $82.5m SAFT round (Simple Agreement for Future Tokens (SAFT) is an investment contract offered by cryptocurrency developers to accredited investors).
Ropes & Gray LLP advises a broad client base, including tax-exempt entities, hedge funds and private equity funds, and financial institutions on the tax aspects of corporate restructurings, M&A and private equity buyouts. Key figures in the practice group include group head Elaine Murphy, who has experience of joint venture taxation and corporate restructurings, David Saltzman, a name to note for cross-border private equity transactions, and New York-based Adam Greenwood, who focuses on the tex elements of real estate and hedge funds. Amanda Holt is noted for her work on corporate and partnership taxation. Named attorneys are based in Boston unless stated otherwise.
TSG Consumer Partners
Altamont Capital Partners
BV Investment Partners
New Mountain Capital
Welsh, Carson, Anderson & Stowe
MACOM Technology Solutions
State Street Corporation
- Advised Altice USA, an American communications and media company on the tax structuring aspects of the combination of its Suddenlink (Cequel) and Optimum (Cablevision) businesses and refinancing.
- Advised Bain Capital on tax matters in connection with the sale by Japanese multinational conglomerate Toshiba Corp.
- Advised Angelo, Gordon’s Twin Brook Capital Partners on tax matters in connection with the formation and raise of over $2.75bn in equity commitments for its third direct lending fund, AG Direct Lending Fund III.
- Represented Harvard Pilgrim Health Care in tax matters in connection with its agreement with Tufts Health Plan to form a unified health insurance system under a common corporate parent.
- Advised Baring Private Equity Asia on the tax aspects of several large cross-border matters.
Steptoe & Johnson LLP
Based in Washington DC, Steptoe & Johnson LLP's tax group is jointly led by highly experienced tax practitioners, Phil West, Bob Rizzi and Lisa Zarlenga, who, collectively, have decades of experience advising clients on federal income tax matters, tax policy and legislation issues, and a wide range of tax planning work. Another name to note in DC is Amanda Pedvin Varma, who acts for high-net-worth individuals and multinational companies in federal income tax issues. In March 2019, David Fruchtman joined the firm from Rimon, P.C. as chair of the nationwide SALT practice, though Brad Anwyll left for Crowell & Moring LLP in February 2019.
Phil West; Bob Rizzi; Lisa Zarlenga
Brazil-US Business Council
Silicon Valley Tax Directors Group
- Representing several clients in front of Congress and the Treasury, including advising on impacts of legislative and regulatory developments as well as advocating for legislation and changes to Treasury guidance.
- Represented several high-net-worth individuals and families on corporate, partnership and individual tax matters, including cross-border tax advice.
Winston & Strawn LLP fields a 'very strong and responsive' tax team, which routinely handles tax planning in the context of private equity fund formation and management, M&A and business formations. The department is jointly led by Robert Heller in New York and Olga Loy in Chicago, who is especially well known for her work on SBIC fund formations, undertaking more representations than any other attorney in the US. Heller is particularly experienced in the life sciences, sports and media sectors, where he advises clients on the formation of investment funds and private equity buyouts. Also recommended are Bill Doyle and Dennis Kelly, who focuses on REIT taxation. All named lawyers are based in Chicago unless stated otherwise.
Olga Loy; Rob Heller
‘We use Winston for executive compensation tax matters and various other corporate tax matters from time to time. The Winston team is responsive and very strong in their respective areas within the Tax function.’
‘Nyron Persuad and Ariane Andrade are very responsive and qualified.’
‘Lou Weber is very experienced and familiar with Lear and can assign us to the appropriate functional specialist.’
Federal-Mogul Corporation (Icahn Enterprises)
Elite Dental Partners
The Jordan Company
Brooklyn Navy Yard Cogeneration Partners
Oriens Fund II GP
- Represented mscripts, a digital communication platform that partners with pharmacy dispensing systems, in connection with its acquisition by Cardinal Health.
- Lead tax attorney on all tax aspects of fundraising, fund formation, general partner and management company structuring, and subsequent investments by the Column Group.
- Lead tax attorney for Oriens Fund II CP on all tax aspects of fundraising, fund formation, and general partner and management company structuring, including cross-border issues.
- Lead tax attorney on all tax aspects of investor representation for investments in private equity, real estate, venture capital and hedge funds for Chapman university.
- Represented Brooklyn Navy Yard Cogeneration Partners in connection with the issuance of $322.5m of senior secured notes privately placed with institutional investors, a $30m letter of credit facility provided by Santander Bank, and a $82.1m subordinated loan from Build NYC Resource Corporation made from the proceeds of tax-exempt refunding revenue bonds issued by Build NYC and initial purchased by Barclays Capital.
The tax group at Baker Botts L.L.P. is rated by clients for its 'solid knowledge base' and it's deep expertise in the energy sector. Boasting over twenty-five years of tax experience, department head Richard Husseini is a go-to contact for corporate transactions in the power and energy market, both conventional and renewables. Other key figures in the team include Michael Bresson, Derek Green, who handles tax planning for oil and gas companies, and Dallas practice chair Stephen Marcus, who specializes in advising REITs, MLPs and private equity clients on corporate transactions in the energy market. All lawyers are based in Houston unless otherwise stated.
‘Very good, solid knowledge base with much experience.’
‘Responsive and engaged. Renn Nielson and Matt Hunsaker are very good.
LIBERTY EXPEDIA HOLDINGS
CARRIZO OIL & GAS
SUNNOVA ENERGY CORPORATION
EL PASO ELECTRIC COMPANY
EQUITRANS MIDSTREAM CORPORATION
CHESAPEAKE ENERGY CORPORATION
VALERO ENERGY CORPORATION
HARYLAND DISTRIBUTION & TRANSMISSION SERVICES
MURPHY EXPLORATION & PRODUCTION COMPANY
- Represented Moda Midstream in its acquisition of the Oxy Ingleside Energy Center and certain crude oil and LPG infrastructure from Occidental Petroleum Corporation.
- Represented Chesapeake in the $3.98bn acquisition of WildHorse Resource Development Corporation.
- Represented NRG Energy in the restructuring of $4bn of debt of GenOn Energy.
- Represented NASCAR in its acquisition of International Speedway Corporation.
- Representing BP in the $5.6bn sale of its entire business in Alaska to Hilcorp Alaska, based in Anchorage.
Baker McKenzie LLP provides a full range of tax advice to the firm's strong corporate client base. Jointly led by Jeff Maydew in Chicago and Rafic Barrage in Washington DC, the team advises on the tax elements of corporate restructuring, the taxation of financial products and state and local tax planning. Maydew has particular experience acting for clients in the aerospace, electronics and e-commerce sectors, while Barrage is a key figure for transactional tax issues in the life sciences and shipping industries. Also recommended is Miami-based James Barrett, who handles state and local tax matters, especially in the state of Florida.
Jeff Maydew; Rafic Barrage
Other key lawyers:
James Barrett; Christine Agnew Sloan
Tapestry / (formerly Coach)
The Boeing Company
- Represented Whirlpool in tax matters related to Whirlpool Corporation’s proposed sale of its Embarco compressor business to Nidec Corporation.
- Providing tax and legal advice to luxury fashion brand Tapestry on the post-acquisition integration of Kate Spade; this follows Tapestry’s $2.4bn acquisition of Kate Spade in July 2017.
- Represented Weatherford, a multinational oil and natural gas service company, in tax matters in connection with the sale of its land drilling rig operations in Algeria, Kuwait, and Saudi Arabia, as well as rigs in Iraq, to ADES International Holding, an oil and gas drilling and production services provider, for $287.5m in cash.
- Advised Nuance Communications on the sale of its international Document Imaging division to Kofax for $400m. This included tax advice on structuring and implementing the sale of operations in over 20 jurisdictions.
- Provided tax advice to LVMH in connection with French luxury retail giant’s $3.2bn acquisition of Belmond.
Dechert LLP's 'strong tax group' is led by Josh Milgram in New York, who specializes in the tax aspects of public and private M&A, financial transactions and securities offerings, restructurings and workouts, and the formation of investment management companies. Also recommended in New York is Daniel M Dunn, who works on a variety of corporate, financing and private equity transactions. Edward Lemanowicz is a key figure in the Philadelphia office, while Adrienne Baker in Boston maintains a broad tax practice, including work on hedge funds, private equity funds and partnership taxation.
‘Very strong in the fund space, private and public. Strong knowledge for tax of securitization transactions.’
‘Dechert has a strong tax group.’
‘Ari Zak- smart, knowledgeable, thoughtful.’
‘Adrienne Baker is our primary lawyer. She is very smart, easy to deal with and up to date on all developments. She offers practical advice.’
- Advised Rocket Software, Inc., a Court Square Capital Partners portfolio company, on the negotiation of an agreement and plan of merger, and associated ancillary documents providing for its sale to an affiliate of Bain Capital Private Equity, LP.
- Advised The Federal National Mortgage Association (Fannie Mae) on a new tax structure for its benchmark Connecticut Avenue Securities credit risk transfer program.
- Advised CVC Credit Partners on the structuring of a global private credit fund, including US-Luxembourg treaty analyses, targeting a wide-ranging and geographically diverse investor group.
- Advised FS/KKR Advisor, LLC, a partnership between FS Investments and KKR Credit Advisors (US) LLC, on a definitive agreement to merge four non-traded business development companies for which FS/KKR serves as the investment advisor.
- Represented GIC in connection with the sale of Refinitiv to the London Stock Exchange Group for an enterprise value of $27bn in an all-stock transaction.
DLA Piper LLP (US)'s 'incredible expertise up and down the spectrum of tax issues' is on full display nationwide, with the firm's fully integrated team routinely advising on tax matters, including fund formation, M&A and post-acquisition integration. The team is jointly headed by Silicon Valley-based Stacy Paz, who specializes in private equity and emerging company work, and Gerald Rokoff in New York, who has extensive experience handling tax issues for fund sponsors and investment advisors, both in the US and abroad. Another key figure is Afshin Beyzaee in Los Angeles, an 'outstanding partner with an excellent ability to find creative solutions for complex problems'. Drew Young is also recommended for his experience of federal, state and local taxation.
Stacy Paz; Gerald Rokoff
‘I have dealt almost exclusively with Afshin Beyzaee who is exceptional. He has a broad base of knowledge on tax matters whereas most individuals are highly specialized in specific tax areas. He also gives business advice that makes the tax consult more practical and meaningful. Afshin is insightful and sees the big picture but is able to drill down to the issues that are most relevant and impactful. He is strategic and goes beyond the issue at hand to see how it might play out down the road.’
‘DLA is unrivaled in terms of corporate and tax coordination and integration. They also have incredible expertise up and down the spectrum of tax issues, extraordinary multi-disciplinary capabilities at partner level down. They have resources and sophistication comparable or better than any other firm in the world, but with a personal relationship and high touch.’
‘Knowledge of high level corporate structuring.’
‘We view DLA, and specifically Afshin Beyzaee, as an integral member of the team rather than a third party. Afshin’s multi-discipline approach is highly valuable and unique. Afshin’s relationship management and able to interact with everyone from counter parties, their legal teams, our company, business as well as creative types, and everything we throw at him!
‘We formed a bonded level of trust with Afshin that has allowed high level of integration into management decisions, extending beyond legal & tax to broader issues.’
‘Stand-out partners are Robert (Bob) LeDuc and Gerald Rokoff. Both individuals have deep expertise in their specialty areas and are highly reliable and extremely responsive.’
‘Gerald Rokoff has a wonderful ability to simplify complex tax transactions into an understandable description. This enabled me as the ultimate decision maker to make a well-informed business decision and understand the risk/rewards of such. This talent was also very helpful when we were in contentious negotiations; he was able to explain the tax concepts to the other party and be firm in our negotiating position. He was definitely a vital member of our team.’
‘Afshin Beyzaee is an outstanding partner with a deep understanding of corporate and tax issues and an excellent ability to find creative solutions for complex problems. Afshin understands our business and our culture, and we trust Afshin to have our company’s best interests at heart. In addition to his considerable experience and expertise, Afshin is also a very pragmatic lawyer, always bearing in mind that solutions need to be commercially workable. Afshin has played a significant role in our company’s growth through Mergers & Acquisitions in recent years, and we are very proud to work with him.’
Ares Management Corp.
Haymaker Acquisition Corp
The Hain Celestial Group
BP Wind Energy North America
Altman Greenfield & Selvaggi
David Weise & Associates
Big Bolt Corporation
- Represented Fortive in its acquisition of J&J’s Advanced Sterilization Products. Handled the corporate implementation and, working alongside a Swiss firm, designed the tax structure for the acquisition.
- Representing Credible Labs in its acquisition by Fox Corporation.
- Represented The Hain Celestial Group in the sale of Hain Pure Protein to private investment firm Aterian Investment Partners.
- Represented BP Wind Energy North America in the sale of a 430MW portfolio of wind projects in Texas to funds managed by Ares Management Corp.
- Provided tax structuring advice to Baird with respect to acquisition of target and its blocker corporation, involving a high-level of negotiations regarding post-closing covenants and economics.
Hogan Lovells US LLP's tax team is headed by Siobhan Rausch, an 'outstanding' tax advisor specializing in the tax treatment of tax-exempt organizations, including charities, health and science research entities and educational groups. Also recommended are Jasper Howard and Silicon Valley-based Babak Nikravesh, who heads the firm's sovereign investor practice, and has extensive experience advising institutional investors on cross-border investment transactions. In 2019, REIT taxation expert Cristina Arumi re-joined the firm from EY, but Jeffrey Tolin left for Cooley LLP. All attorneys listed are based in Washington DC unless stated otherwise.
‘Extremely strong strategy capability, in terms of working to unite tax and business strategies. Clearly at the frontier of knowledge in the evolving regulator/practitioner uses of the Code, as well as the black letter law, in fast-moving areas such as PRI/MRI interactions, multiple-balance-sheet organizations, etc. Aggressive within a framework of high ethical standards and risk mitigation for the client.’
‘Strong partnership with other practices in the firm, e.g. not for profit, corporate, fund-formation, etc.’
‘Siobhan Rausch is an outstanding lawyer and has evolved into a trusted partner in my business decisions. I have talked with some of the very best tax lawyers in the country this past year, as counter parties and/or as advisors to my investors and Siobhan is clearly at the cutting edge of knowledge in her fast moving field. I have especially appreciated her creativity, her deep domain of knowledge and strong ethical compass.’
Ford Motor Company
Park Hotels & Resorts
- Advised pharmaceutical company Novartis on its acquisition of IFM Tre, a subsidiary of IFM Therapeutics LLC.
- Advised PPG on the tax elements of its acquisitions of the global coatings manufacturers Whitford Worldwide Company and Hemmelrath in an effort to forward its strategic growth plan, enhance PPG’s automotive coatings offering, and add formulating and manufacturing solutions.
- Advised Woodward, Inc., a Colorado-based manufacturer and service provider of control systems for aircraft engines, on the tax elements of its €700m acquisition of German L’Orange GmbH from Rolls-Royce Group. L’Orange is one of the leading suppliers of fuel injection systems for industrial diesel, heavy fuel oil, and dual-fuel engines.
- Advising Park Hotels & Resorts on its $2.7bn strategic acquisition of Chesapeake Lodging Trust, creating the second largest lodging REIT in the United States.
Hunton Andrews Kurth LLP has a broad national practice with attorneys in Houston, Richmond, Washington DC and New York advising on the tax components of M&A, financial products, private equity fund formation, and renewable energy tax credits. Richmond-based practice co-chair Cecelia Phillipps Horner has a wealth of experience advising clients on the federal income tax elements of public and private REMICs, while joint practice chair Tom Ford in Houston is noted for his work on business transactions in the oil and gas sector. Another contact in Houston is Robert McNamara, who specializes in tax issues related to publicly traded partnerships. David Klass joined the firm from Gide Loyrette Nouel A.A.R.P.I.
Cecelia Phillipps Horner; Tom Ford
Bank of America
Government National Mortgage Association (Ginnie Mae)
Pebblebrook Hotel Trust
Annaly Capital Management
Antero Midstream GP
The Williams Companies
Angel Oak Capital Advisors
Stonepeak Infrastructure Partners
- Provided tax advice to Stonepeak Infrastructure Partners, an infrastructure-focused private equity firm, on its $3.6bn acquisition of substantially all of the assets of Oryx Southern Delaware Holdings and Oryx Delaware Holdings.
- Representing Duke Energy in its anticipated sale of a minority interest in its commercial renewable energy portfolio to John Hancock.
- Represented The Williams Companies as special tax counsel in its formation of a $3.8bn joint venture with Canada Pension Plan Investment Board (CPPIB), in which Williams contributed its Ohio Valley Midstream and Utica East Ohio Midstream systems.
- Represented Annaly Capital Management as REIT tax counsel in connection with its $900m acquisition of MTGE Investment Corp.
- Represented Pebblebrook Hotel Trust in its merger with LaSalle Hotel Properties in a $4.1bn transaction that created the third-largest hospitality REIT in the United States with a pro forma combined enterprise value of $8.5bn.
Jones Day's tax practice is routinely involved in M&A and private equity transactions in support of the firm's busy nationwide corporate practice. The practice group is jointly led by Joseph Goldman in Washington DC and Edward Kennedy in New York. Goldman's practice is focused on business restructurings and post-acquisition integration, while Kennedy has expertise in tax structuring work for private equity and hedge funds. Associate Matthew Waterhouse is a name to note on the junior end of the practice.
Joseph Goldman; Edward Kennedy
Other key lawyers:
Westinghouse Air Brake Technologies Corporation (Wabtec)
Marathon Petroleum Corporation
Ad hoc group of secured lenders of syncreon Group B.V.
Ad hoc group of lien noteholders of Hexion
Twin River Worldwide Holdings
- Represented Newell in the sale of its Waddington packaging business to the Carlyle Group for approximately $2.3bn in cash, and in the sale of its Pure Fishing business to Sycamore Partners for approximately $1.3bn in cash. The sale was preceded by a significant amount of pre-sale restructuring work in order to position the buyer in its preferred purchasing position.
- Advised Westinghouse Air Brake Technologies Corporation on a tax-free Reverse Morris Trust merger of Wabtec and the GE transportation business.
- Represented Oclaro in its announced acquisition by Lumentum Holdings for $1.8bn. This was a complex merger transaction involving mixed consideration, and required a careful structuring to satisfy selling shareholder objectives while also complying with reorganization requirements to avoid corporate-level gain in the merger.
- Represented an ad hoc group in the chapter 11 bankruptcy cases of Hexion. This involved the creation of a structure that allowed the creditors to take tax losses on their debt, allowed the company to efficiently utilize its losses to minimize tax on the restructuring, and allowed the surviving company to obtain substantial future tax benefits.
The team at Linklaters LLP regularly advises on corporate tax planning in the context of M&A and private equity transactions. Washington DC-based David Brockway leverages over three decades of tax experience in cross-border acquisitions and dispositions, while Andrew Morris, in New York advises private equity firms and corporates on federal income tax issues relating to internal restructurings and cross-border M&A. New York-based Shane Milam is an active counsel in the team.
David Brockway; Andrew Morris
Other key lawyers:
Kohlberg Kravis Roberts & Co. (KKR)
I Squared Capital
Pacific Investment Management Company (PIMCO)
- Acted for Takeda, a Japanese public company, in connection with its $62bn recommended offer to acquire Ireland-headquartered, LSE- and Nasdaq-listed biopharmaceutical company Shire that completed on January 8, 2019.
- Regularly represent KKR in its fund-raising activities and fund structuring including cross-border funds concentrated in infrastructure, debt, large buyout and real estate space.
- Advise I Squared Capital, a private equity firm, on the structuring and implementation of cross-border acquisitions and dispositions. Recently represented I Squared Capital in structuring and negotiating its acquisition of TIP Trailer Services from HNA Group.
- Advised on tax structuring relating to the $3.3bn sale of their Americas gas business to Messer Group and CVC Capital Partners Fund VII.
- Advised Sibanye Stillwater on a transaction with Regulus Resources that will lead to the formation and spinoff of Aldebaran Resources.
Miller & Chevalier Chartered
Based in Washington DC, Miller & Chevalier Chartered's tax group advises on federal income tax matters in a range of industries, including oil and gas, pharmaceuticals and telecoms. Key figures in the team include practice vice chair Layla Asali and David Zimmerman, two experienced transactional tax advisors; Rocco Femia, who has previously held positions at the US Department of Treasury; and former department head Marc Gerson, who focuses on federal tax policy work and has been especially active in issues arising from the 2017 TCJA. Tax litigator Kevin Kenworthy chairs the tax group.
Kevin Kenworthy; Layla Asali
The Coca-Cola Company
Shell Oil Company
Valero Marketing and Supply Company
WMI Holdings Corp.
- Representing a number of companies and trade associations before the Treasury Department and the IRS with respect to securing favorable administrative guidance under several significant provisions enacted as part of the Tax Cuts and Jobs Act of 2017 (TCJA).
- Represented Shee Atiká, an Alaska Native Corporation, before Congress and the United States Forest Service in connection with the acquisition by the federal government of approximately 22,000 acres within the Admiralty Island National Monument Wilderness.
Morrison & Foerster LLP has particular expertise in the tax treatment of REITs and real estate transactions, partnerships, and private equity. The practice is jointly led by Anthony Carbone, who advises on corporate reorganizations and fund formations, and Denver-based David Strong, who works alongside the firm's nationwide corporate and finance team to advise on the tax aspects of M&A, private equity and venture capital transactions, securities offerings and restructurings. Another name to note is Bernie Pistillo in San Francisco, who advises on federal, state and local tax issues in relation to corporate transactions and tax controversies. Craig Fields joined Blank Rome LLP in 2020.
Anthony Carbone; David Strong
Other key lawyers:
ON Semiconductor Corp
SoftBank Group Corp.
MedEquities Realty Trust
Black Creek Industrial REIT IV
Science Applications International Corporation (SAIC)
Shell International Finance
- Advised Visa on the tax aspects in connection with its acquisition of a minority equity stake in Interswitch.
- Advised BlackBerry on tax matters relating to its acquisition of artificial intelligence and cybersecurity leader Cylance for $1.4bn.
- Advising Sprint and SoftBank Group (the controlling shareholder of Sprint) on tax aspects of the merger of Sprint and T-Mobile US.
- Advised VMware. on the tax aspects of its acquisition of cybersecurity company Carbon Black.
- Advised MedEquities Realty Trust on the tax aspects of its $600m merger with Omega Healthcare Investors.
Schulte Roth & Zabel LLP is jointly led by the 'one of a kind' transactional tax specialist Alan Waldenberg and Shlomo Twerski, who focuses on the tax aspects of onshore and offshore investment funds and private equity partnerships. Other key figures in the practice group include Philippe Benedict and Dan Kusnetz, both of whom have broad transactional tax practices covering tax issues relating to investment funds, M&A and real estate transactions. All named attorneys are based in New York.
Alan Waldenberg; Shlomo Twerski
‘Alan Waldenberg in one of a kind.’
Cerberus Capital Management
Fortress Investment Group
Marlin Equity Partners
Trian Fund Management
- Advised on the $5.7bn acquisition by our longtime private equity client Veritas Capital of Athenahealth, a leading provider of network-enabled services for hospital and ambulatory customers.
- Advises Fortress Investment Group, a large New York-based investment management firm that manages about $70bn of alternative assets in private equity, hedge funds and credit funds.
- Advises many of the most active and influential private investment funds on the tax aspects of formation and operations.
- Advised Pantera Capital Management on the formation of multiple funds that will invest in cryptocurrencies and digital assets.
- Advised Keane Group on its combination with C&J Energy Services in an all-stock merger of equals. The merger resulted in an enterprise with approximately $4.2bn in net revenue, with Keane and C&J shareholders each owning 50% of the total equity.
The 'client-centered' tax team at Sullivan & Worcester LLP is well known for acting for public and private REITs, both on transactions and formations. Primary contacts in the team include joint practice heads Richard Jones and Ameek Ashok Ponda, who is particularly noted for his expertise in REITs taxation, but also has experience of cross-border financing transactions and M&A. Another name to note is Joseph Darby, who acts for corporates and high-net-worth in business and real estate transactions, and is rated in particular for his 'ability to digest new tax legislation'. All named practitioners are based in Boston.
Ameek Ashok Ponda; Richard Jones
Other key lawyers:
‘The firm is highly client centered, providing great service, including frequent education sessions for both clients and others in the Boston community.’
‘Jay Darby is a unique individual with respect to his ability to thoroughly digest new tax legislation and apply it to client’s complex situations.’
American Tower Corporation
Five Star Senior Living
Service Properties Trust
Industrial Logistics Properties Trust
Manulife US REIT
Office Properties Income Trust
Senior Housing Properties Trust
WPT Industrial REIT
Zayo Group Holdings
Service Properties Trust
Tremont Mortgage Trust
- Providing tax counsel and public tax opinions to the largest public REIT in the country, American Tower Corporation, and six other large public equity REITs with aggregate market capitalizations exceeding $150bn.
- Acting for Zayo in its ongoing exploration of conversion to a REIT, including leading dialog with the IRS in an effort to obtain clarity and support for its position that it could qualify as a REIT and pursuing a private letter ruling.
- Represented Manulife US REIT, the first pure play US office REIT listed on an Asian exchange, since its formation and IPO on the Singapore Exchange Securities Trading in 2016.
- Represented CapitaLand in connection with its investments and tax strategies in the United States since 2019.
- Provided tax counsel to SVC in connection with the SMTA acquisition, which exceeded $2.4bn in value.
Thompson & Knight LLP
Thompson & Knight LLP advises corporates and partnerships on federal, state and local tax matters, and also provides comprehensive tax advice to high-net-worth individuals in relation to trust and estate planning. Group leader Todd Keator has particular expertise in partnership and LLC formation, and is also a key contact for REIT taxation. Also recommended are Dean Hinderliter and Brandon Bloom, both of whom have broad experience of state and federal tax issues. A name to note in the Houston office is Roger Aksamit, who specializes in private equity and energy taxation. Louis Jenull joined the firm in June 2019 from Jones Day. All named attorneys are based in Dallas unless stated otherwise.
Natural Gas Partners
Nexen Petroleum USA
Senior Quality Lifestyles Corporation
Silver Hill Energy Partners
Yorktown Energy Partners
Black Mountain Oil & Gas / Black Mountain Sand / Black Mountain Minerals
- Provided tax advice to Yorktown Energy Partners in connection with its role in the $5.8bn Antero Midstream simplification transaction.
- Advised Petro Waste Environmental on tax and ERISA issues in connection with its acquisition by WM Energy Services Holdings, an indirect subsidiary of Houston-based Waste Management, from Tailwater Capital.
- Advised energy-focused private equity firm Tailwater Capital on tax and ERISA issues in connection with a $150m commitment to Triten Energy Partners, a new Houston company pursuing downstream infrastructure projects.
- Provided legal, tax, and employee benefits counsel to Oilfield Water Logistics in connection with the sale of its midstream water infrastructure and services business to InstarAGF Asset Management and its Canadian and international co-investors.
- Advised Ajax Resources on tax and ERISA issues in connection with the sale of its northern Midland Basin assets for $1.25bn in cash and stock to Diamondback Energy.
Vinson & Elkins LLP is known for its core strength in energy taxation, but the tax group also has wider experience advising private equity investors and well-known corporates on transactions in the real estate, healthcare and life sciences sectors. Key figures in the team include practice head George Gerachis, who focuses on corporate spin-offs, joint ventures and REITs work, and John Lynch, an expert in federal income tax matters, especially in relation to energy and infrastructure. In Dallas, Wendy Salinas specializes in the tax elements of domestic and cross-border financing transactions, while David Peck leverages over two decades of experience handling the tax aspects of a wide variety of corporate transactions. All attorneys based in Houston unless otherwise noted.
Affiliates of Quantum Energy Partners and Post Oak Energy Capital
Blackstone Infrastructure Partners
Antero Midstream GP (now known as Antero Midstream Corporation)
Antero Midstream Partners
Energy Transfer Partners
Marathon Petroleum Corporation (MPC)
Anadarko Petroleum Corporation
Deep Gulf Energy Companies
Pegasus Optimization Partners
Morgan Stanley Infrastructure Partners
Jagged Peak Energy
Special Committee of the Board of Directors of Owens Realty Mortgage
Oncor Electric Delivery Company
NorthStar Realty Europe Corp.
- Advised affiliates of Quantum Energy Partners and Post Oak Energy Capital on the agreement to sell substantially all of the assets of Oryx Southern Delaware Holdings and Oryx Delaware Holdings to funds managed by Stonepeak Infrastructure Partners for a cash purchase price of approximately $3.6bn.
- Advised Blackstone Infrastructure Partners on its agreement with affiliates of Kelso & Co., The Energy & Minerals Group, and Tallgrass KC, an entity owned by certain members of Tallgrass Energy’s (TGE) management, to acquire 100% of the membership interests in TGE’s general partner, as well as an approximately 44% economic interest in Tallgrass, for total cash consideration of approximately $3.3bn.
- Served as special tax counsel to Buckeye Partners in the $10.3bn acquisition of Buckeye by IFM Investors for $41.50 per common unit.
- Served as tax counsel to Marathon Petroleum Corporation (MPC) in the definitive agreement between MPC, MPLX and Andeavor Logistics (ANDX), whereby MPLX acquired ANDX in a unit-for-unit transaction representing an equity value of approximately $9bn and an enterprise value of $14bn for the acquired entity.
- Advised Deep Gulf Energy Companies (DGE), a deepwater company operating in the Gulf of Mexico and portfolio company of global private equity investment firm First Reserve, on an agreement to sell DGE to Kosmos Energy for a cash and stock consideration of $1.23bn.
Arnold & Porter has core strengths in tax issues around the formation of public and private REITs, compensation and benefits and the tax treatment of non-profit organizations. Practice co-head Laurie Abramowitz in New York handles transactional tax work in the life sciences and financial services sectors, while joint practice head James Joseph specializes in advising tax-exempt organizations, including public charities and private foundations. Also recommended are Joseph Howe, an expert in REIT taxation, and San Francisco-based Ben Berk, who has broad expertise in corporate and partnership taxation. All named lawyers are based in Washington DC unless stated otherwise.
Laurie Abramowitz; James Joseph
DC Capital Partners
Verus Investment Partners (fka Uni-World Capital)
Prospect Hill Growth Partners (fka J.W. Childs)
Highgate Capital Management
Potash Corporation of Saskatchewan
Welltower (formerly known as Health Care REIT)
CNL Financial Group
Lieber Institute for Brain Development
Sheryl Sandberg & Dave Goldberg Family Foundation
Time’s Up Now
United Nations Foundation
- Negotiated and evaluated various alternative restructurings and the tax consequences in connection with iHeart Media’s restructuring, in order to maximize the value to the creditors and the tax attributes of the company going forward.
- Advised Pfizer on structuring the multi-jurisdictional transfers and the potential instalment payments in connection with its joint creation of Cerevel Therapeutics.
- Advised The Healthcare Information Systems division of Carestream Health on US tax issues and coordinated various multi-jurisdictional tax issues in relation to various business transactions.
- Advised Harbour Point Capital on its recapitalization of InSight Telepsychiatry and on various partnership tax issues in connection with the recapitalization.
- Advised on all US tax issues and coordinated non-US tax issues in connection with Union Acquisition Corp.’s acquisition of Bioceres.
Bracewell LLP has considerable strengths in energy-related tax matters and the taxation of MLPs. In addition to this, the tax group is noted for its work on investment funds, corporate and distressed transactions, and tax matters relating to charitable organizations. The practice is led by Elizabeth McGinley, who advises on the tax aspects of energy investments. Managing partner Gregory Bopp in Houston acts for upstream and midstream companies in the US and is noted for his experience of the taxation of MLPs. Also in Houston, Todd Greenwalt specializes in tax matters related to governmental entities and exempt organizations. Michele Alexander is also recommended. All named attorneys are based in New York unless otherwise specified.
Global Infrastructure Partners Capital Solutions Fund
Brookfield Asset Management
Altus Midstream Company and Altus Midstream
AP Energy Holdings and South Field Energy (affiliates of Advanced Power)
COG Operating (a subsidiary of Concho Resources)
Blue Ridge Mountain Resources (post-merger the company was renamed Montage Resources)
Pioneer Natural Resources Company
Halcón Resources Corporation
Matlin & Partners Acquisition Corporation
Pilot Travel Centers
Texas Children’s Hospital
Fort Bend Independent School District
Texas Department of Housing and Community Affairs
City of Houston, Texas Airport System
Bexar County Hospital District (d/b/a University Health System)
Alamito Public Facilities Corporation
- Represented Apache Corporation in the contribution of its Alpine High midstream assets to Altus Midstream, a partnership jointly owned by Apache and Kayne Anderson Acquisition Corp.
- Represented Altus Midstream Company and Altus Midstream in connection with Altus Midstream’s entry into definitive agreements to issue $625m of preferred equity in a private placement and amend its credit facility.
- Represented AP Energy Holdings and South Field Energy, affiliates of Advanced Power, in the financing and equity arrangements for the construction of the South Field Energy project.
- Counseled Global Infrastructure Partners Capital Solutions Fund in its preferred equity investment of up to $200m in Dos Rios Crude Intermediate.
- Represented Matlin & Partners Acquisition Corporation in its business combination with US Well Services.
Choate, Hall & Stewart's tax lawyers have expertise in M&A and investment fund formation, acting for private equity sponsors, financial buyers and venture capital funds. Based in Boston, practice head Louis Marett specializes in the taxation of private equity and venture capital transactions, while Timothy Becker advises hedge funds and their portfolio companies on matters including M&A and restructurings.
Other key lawyers:
BV Investment Partners
Century Equity Partners
Great Hill Partners
Symmetric Capital Partners
- Represented Great Hill Partners in its cross-border agreement to sell its controlling interest in portfolio company Ascenty, the largest provider of data center and fiber infrastructure services in Brazil, to Digital Realty.
- Represented Ncontracts, a portfolio company of Mainsail Partners, in its acquisition of TruPoint Partners, a company specializing in lending compliance through SaaS applications and services consulting.
- Represented Datawatch Corporation in its sale to Altair Engineering.
- Represented Silversmith Capital in its majority investment in PDFTron Systems, a Canadian software company that provides developer tools for enterprise PDF software solutions.
- Represented Syntax Systems, a portfolio company of Novacap, a Canadian private equity fund, in its acquisition of German IT services company Freudenberg IT, a cloud services provider for enterprise customers in Europe, America and Asia.
Goodwin's tax team has experience advising corporates and private investment funds on a range of corporate transactions. The team is also noted for its 'in-depth knowledge and experience' in REIT taxation, where names to note include practice head Neal Sandford and, San Francisco-based Kelsey LeMaster, 'one of the most outstanding REIT tax law attorneys in the United States'. Also recommended are Karen Turk, who has experience structuring real estate and venture capital transactions, and Howard Cubell, who specializes in acting for private equity sponsors. All other named attorneys are based in Boston unless stated otherwise.
‘In-depth knowledge and experience in REIT M&A structuring and ongoing REIT qualification matters, as well as deep subject expertise in partnership tax law.’
‘Kelsey Lemaster in the San Francisco office is widely recognized by his peers and clients as one of the most outstanding REIT tax law attorneys in the United States. In addition, to him being an expert in REIT taxation matters and partnership tax law he provides timely service and sound, practical advice. He operates with the highest level of integrity, and he battles extremely hard to advocate for his clients.’
Brookfield Financial Properties
Essex Properties Trust
JP Morgan Securities
- Advised TA Associates, a leading global growth private equity firm, on TA XIII, which closed with total commitments of $8.5bn. The fund, which was over- subscribed, reached its hard cap of $8.5bn after only four months in the market.
- Served as lead tax counsel to Brammer Bio Holding Company, an Ampersand Capital Partners portfolio company, in its sale to Thermo Fisher Scientific in a transaction that will expand Thermo Fisher’s presence in the rapidly growing field of gene therapy.
- Advised TIER REIT in its definitive merger agreement with Cousins Properties to combine in a 100% stock-for-stock public M&A transaction. The transaction will create a Class A office REIT with a combined portfolio of over 21 million square feet located across the Sunbelt.
- Advised 2001 M Holdings II MM, an affiliate of Brookfield Office Properties on the sale to BIT Investment Ninety-Five, a subsidiary of AFL-CIO Building Investment Trust, a bank collective trust investing on behalf of union pension plans, for which PNC Bank, National Association, serves as trustee.
- Serving as the principal outside tax advisor to Essex Property Trust’s joint venture, M&A and internal restructuring transactions. Essex Properties Trust is a fully integrated real estate investment trust (REIT) that acquires, develops, redevelops, and manages multifamily residential properties in selected West Coast communities.
Hughes Hubbard & Reed LLP advises on a wide variety of corporate tax matters, including those relating to M&A, joint ventures, reorganizations and the offshore investment funds. The team also has unique strength in aviation finance, where it handles the tax elements of ABS and complex leasing deals. Department head Andrew Braiterman has expertise in the taxation of hedge funds and private equity funds, as well as in the taxation of financial products. Similarly, counsel Alan Kravitz focuses on the tax aspects of structured finance. Spencer Harrison leads the firm's executive benefits and executive compensation practice, where another name to note is counsel Erin DeCecchis. All those listed are based in New York.
BidFair USA/Patrick Drahi
Air Lease Corporation
Bank of America Merrill Lynch
Standard Chartered Bank
Sumitomo Mitsui Banking Corporation
Greenbriar Equity Group
Nevada Gold & Casinos
Mizuho Securities USA
- Represented Patrick Drahi, the president of publicly traded telecommunications company Altice, in the $3.7bn acquisition of Sotheby’s, the world’s oldest and largest auction house.
- Served as US counsel to Air Lease Corporation in a $527m asset backed securitization that launched the aircraft leasing company’s Thunderbolt III platform.
- Represented Condé Nast in the sale of three of its well-known publications: W Magazine, Golf Digest and Brides.
- Represented Daimler Trucks, a division of the Daimler Group and one of the largest truck manufacturers in the world, in its acquisition of a majority stake in Torc Robotics, a Virginia-based autonomous vehicle software company.
- Served as lead counsel to the Madison Square Garden Company in the sale of WNBA team the New York Liberty to an investment group led by Joe Tsai, the co-founder and executive vice chairman of e-commerce and technology company Alibaba Group.
Morris, Manning & Martin, LLP
Based in Washington DC, Morris, Manning & Martin, LLP provides comprehensive tax advice to technology companies, individuals, onshore and offshore real estate companies and non-profit organizations. Practice head Aresh Homayoun has expertise is federal income taxation matters, where he advises REITs, corporates, regulated investment companies and flow-through entities. Another key figure in the team is counsel Matthew Woodcock, who advises on the tax aspects of M&A and fund formation, as well as on the taxation of financial products.
Other key lawyers:
Griffin Capital Essential Asset REIT II
Stira Alcentra Global Credit Fund
- Represented Griffin Capital Essential Asset REIT II, Inc. in connection with all federal income tax matters related to the merger of the company with Griffin Capital Essential Asset REIT, Inc.
- Represented FS Logix in the acquisition of the company by the Microsoft Corporation.
- Represented Bouchard Insurance Inc. in its sale of a substantial portion of its assets. Advised on the tax consequences of the sale with respect to certain deferred payments and a potential future liquidation.
- Represented Rural Sourcing, Inc. in the sale of a majority interest in the company.
- Represented Stira Alcentra Global Credit Fund in connection with all federal income tax matters related to the merger of the company with Priority Income Fund, Inc.
Stroock & Stroock & Lavan LLP
Stroock & Stroock & Lavan LLP's tax team has broad-base expertise in domestic and cross-border tax issues, tax planning and structuring in the context of fund formation, and M&A, with particular strengths in the real estate, energy and infrastructure sectors. Jeffrey Uffner is heading up the team; he is noted for his work on fund formation, energy tax credits and the taxation of partnership entities. Michelle Jewett has an expertise in federal income taxation, with experience assisting clients on corporate transactions and financial instruments.
Other key lawyers:
CBS Broadcasting Company
Axar Capital Management
JP Morgan Investment Management
- Acted for Ultimate Software as the target company in its acquisition by an investor group led by Hellman & Friedman and including Blackstone, GIC and Canada Pension Plan Investment Board (CPPIB).
- Acted for JP Morgan and other lenders (including Bank of America, Citigroup and Barclays) with regard to a $5.5bn debtor in-possession (DIP) loan made to Pacific Gas & Electric, one of California’s primary energy suppliers.
- Acted for Axar Capital Management, a hedge fund and Payless ShoeSource’s second-largest creditor, in connection with Payless ShoeSource’s Chapter 11 bankruptcy filing and the subsequent wind down of the company’s business.
- Advised CBS on the sale of CBS Television City, including its studio operations business, to Hackman Capital Partners, one of LA’s highest-profile developers.
- Represented one of the major shareholders of Intersections, a NASDAQ-traded identity-theft and privacy services company based in Virginia, in its acquisition by a JV composed of iSubscribed, WndrCo and General Catalyst.
Willkie Farr & Gallagher LLP's tax practice is well integrated with the firm's corporate, real estate and restructuring practices, enabling a holistic approach to a wide range of tax matters. Practice head Christopher Peters is particularly active in the technology and insurance sectors, where he advises on private and public M&A and private equity matters. Robert Jacobson in Houston advises on federal taxation in relation to leveraged buyouts, MLPs and corporate reorganizations. Also recommended is Henry Cohn, who focuses on REIT taxation and bankruptcy-related tax issues. All named attorneys are based in New York unless otherwise stated.
Aspen Insurance Holdings
Protective Life Corporation
Franklin Templeton Investments
Hudson’s Bay Company (HBC)
The Sterling Group
GoldenTree Asset Management
Glendale Energy Capital
Silver Creek Midstream
- Advised FIS on its $42bn agreement to merge with Worldpay, a global leader in eCommerce and payments.
- Advised Insight Partners and its portfolio companies on a number of transactions, including its $1.16bn acquisition of Episerver, a leading marketing technology and digital commerce company.
- Advised on the relevant tax aspects of Franklin Templeton Investments’ acquisition of Benefit Street Partners (BSP), a leading alternative credit manager with approximately $26bn in assets under management.
- Advised HBC on the sale of its iconic Lord & Taylor Fifth Avenue building in Manhattan to WeWork Property Investors (WPI) for a total transaction value of $850m.
- Advised Colony Capital on the formation of a new energy focused investment management platform in partnership with HB2.
WilmerHale is rated for its tax work in the context of M&A, investment transactions and major restructurings. The practice group is jointly headed by Kimberly Wethly, who has particular expertise in executive compensation-related taxation, and William Caporizzo, who focuses on the taxation of partnerships and LLCs. Another name to note is Julie Hogan Rodgers, who has experience with tax issues specific to industries including financial services, energy, and technology. On the West Coast, Palo Alto-based Fred Adam advises private and public companies and investment funds on a wide range of tax matters. All named attorneys are based in Boston unless stated otherwise.
Kimberly Wethly; William Caporizzo
- Advising Massachusetts-based Acacia Communications, a leading provider of high-speed coherent optical interconnect products, on the tax-related aspects of its agreement to be acquired by Cisco Systems.
- Representing Akamai Technologies, the intelligent edge platform for securing and delivering digital experiences, in the tax aspects of an agreement to acquire Janrain, a company that pioneered the customer identity access management (CIAM) category.
- Represented AMAG Pharmaceuticals in the tax aspects of its acquisition of Perosphere Pharmaceuticals, a private development-stage drug company, through an all cash reverse triangular merger with upfront and potential milestone consideration upon completion of regulatory and sales milestones.
- Represented B&S Group, a Luxembourg-based global distributor of consumer goods, in the tax aspects of its acquisition of FragranceNet.com, a large online North American fragrance retailer.
- Represented Corvia Medical, a privately-held company with a first-in-class structural heart device to treat heart failure, in the tax aspects of an agreement with Edwards Lifesciences. The agreement includes a $35m investment and provides the exclusive option for Edwards to acquire Corvia Medica at a later date.
Baker & Hostetler LLP advises clients at the federal, state and local level on a range of tax matters including private wealth, employee benefits, and the operation of tax exempt organizations. Jeffrey Paravano chairs the tax group and has particular expertise in partnership and corporate taxation, as well as tax matters relating to REITs, both public and private. Firm chairman Paul Schmidt has experience with tax planning and transactions. Also recommended is John Lehrer, who provides federal income tax advice in relation to domestic M&A, business acquisitions and tax-free organizations. All named attorneys are in Washington DC.
The EW Scripps Company
Caplin & Drysdale, Chartered
Caplin & Drysdale, Chartered advises companies, partnerships and high-net-worth individuals on transactional tax matters and tax planning in relation to investments and fund formation. The 'detail oriented' Jonathan Brenner leads the team from New York, leveraging over three decades of experience in tax issues relating to executive compensation, real estate transactions and M&A. Beth Shapiro Kaufman is a key figure in the Washington DC, where she specialises in estate tax, gift taxation, and generation-skipping transfer taxes. The team has also enjoyed a strong year of development, with two promotions and a new junior level hire.
Other key lawyers:
Beth Shapiro Kaufman; Anne O’Brien
‘Caplin’s team have a very broad understanding of US tax structures, strategies and how they work together. They have specialists in each of the fields and work well together. They make themselves available when needed and balance providing excellent service with reasonable rates.’
‘David Rosenbloom – absolute superstar and knowledge surpasses his peers by leaps and bounds he is able to pick up on difficult nuances with alacrity which is stunning making his high hourly rate worth every penny since it saves hours with other attorneys.’
‘Jonathan Brenner – is a detail oriented lawyer who truly understands the inner workings of the code and can help from broad stroke structuring to detailed implementation.’
- Provided an opinion regarding the status under the PATH Act of a mixed public/private Mexican pension plan and established structures for it to invest in US real estate and non-real estate assets. The structure of the pension scheme raised novel issues under the PATH Act.
- Established an estate plan for a non-US individual with US beneficiaries and extensive investment interests held through foreign structures. The trusts had to be structured so that they were initially foreign trust, but would automatically become domestic trusts under certain circumstances.
Curtis, Mallet-Prevost, Colt & Mosle LLP acts for public and private corporations, tax exempt entities and high-net-worth individuals, where it has advised on domestic M&A, capital markets transactions and the formation of private equity funds. Marco Blanco and Klas Holm jointly lead the practice group.
Dentons' practice is highly skilled in corporate, real estate and bankruptcy taxation, which routinely sees the team involved in M&A, restructuring and international business planning. Kansas City-based Bruce Davison has expertise in the tax aspects of M&A, real estate transactions and private equity transactions, while Nick Kappas in the St Louis office focuses on federal tax planning matters for tax exempt and taxable bonds. In the New York office, Timothy Santoli advises clients on taxable and tax-free mergers.
Bruce Davison; Nick Kappas
Other key lawyers:
The Edgewater Funds/JZ Capital Partners
Atlas World Group
Treat America and Company Kitchen
Spire Capital Partners
US Bancorp Community Development Corporation (USBCDC)
St. Louis Development Corporation (SLDC)
Advantage Capital Partners
- Provided tax advice in connection with The Edgewater Funds and JZ Capital Partners and their portfolio company Triwater Holdings’ sale of its Water Renewal Technologies division to Behrman Capital.
- Provided tax advice to Home Experience with respect to the acquisition of Haller Enterprises.
- Provided tax advice to Baystate Equipment in connection with the sale of the assets of the company to Sunbelt Rentals.
- Provided tax advice to Atlas World Group with respect to the acquisition of the equity interests of Champion International Moving.
- Provided tax advice to Treat America and Company Kitchen with respect to the sale of the equity interests of both companies to Compass Group USA.
Irell & Manella LLP
Irell & Manella LLP's boutique tax practice has strengths in a wide variety of matters, including tax planning in the context of M&A, and tax advice in relation to bankruptcy and insolvency proceedings. The department is led by the experienced lawyer Elliot Freier, who is an expert in federal and California tax law, acting for corporates, partnerships and individuals. Milton Hyman is recognized for his knowledge of tax and corporate issues, and has particular expertise in in the tax treatment of limited liability companies and partnerships. Both attorneys are based in Los Angeles.
Other key lawyers:
Angeles Equity Partners
Genstar Capital Group
- Represented private equity firm Genstar Capital in signing a $1.15bn deal to acquire asset management software company Prometheus Group in just five days.
- Assisted private equity firm Angeles Equity Partners with tax structuring and other matters relating to its acquisition of Meek’s Lumber Company, one of the largest national independent building products distributors in the US.
- Served as lead outside counsel for Angeles Equity Partners in its acquisition of Edwards Building Centre and Breckenridge Building Centre in Colorado, which the company acquired along with private investment firm Clearlake Capital Group, LP.
- Advised Enverus (f/k/a Drillinginfo) on its acquisition of Mineralsoft, a software platform for managing mineral, royalty, and non-operated working interests.
Ivins, Phillips & Barker
Ivins, Phillips & Barker's practice is marked by 'outstanding technical expertise and a broad field of experience'. Practice co-chair Les Schneider is a key contact for tax accounting and inventories, where he represents major multinational clients. Joint practice chair Jeff Moeller is noted for his expertise in corporate tax planning and post deal integration. Another name to note is Jamie Brown, who has strength in a wide variety of federal tax matters and has been especially active in corporate reorganizations. All listed lawyers are based in Washington DC.
Les Schneider; Jeff Moeller
Other key lawyers:
‘Outstanding tax technical expertise and a broad field of experience. Excellent understanding of economics. Ability to translate complex matters in easy to understand concrete recommendations.’
‘Trusted advisors. Flexibility and responsiveness far beyond expectations. Tax technical creativity and ability to combine tax technical solutions with company reality.’
Platinum Supplemental Insurance
Nissan North America
Lockheed Martin Corporation
International Cemetery, Cremation and Funeral Association
- Acted on behalf of International Cemetery, Cremation and Funeral association, in the preparation and submission of comments on proposed regulations under Section 451 (b) and (c) of the US Internal Revenue Code, which deal with the timing of inclusion of income for tax purposes.
Jenner & Block LLP's tax practitioners are 'very smart and well versed in the law' at the federal, state and local levels. Geoffrey Davis co-leads the team and represents clients in corporate restructuring and fund formation matters, while joint practice head Christian Kimball advises on the tax aspects of M&A and corporate restructurings. Also of note is Gail Morse, who advises a range of clients including tax exempt organizations, multinational businesses and individuals. All attorneys listed are based in Chicago.
Geoffrey Davis; Christian Kimball
Other key lawyers:
‘Very smart & well versed on the law.’
‘Responsive and personable.’
General Dynamics Corporation
Liffey Thames Group (d/b/a Discovia)
Caesar’s Entertainment Corporation
- Represented client Lonza Group, one of the world’s leading suppliers to the pharmaceutical, biotech and specialty ingredients markets, in its sale of its global water care business to Platinum Equity for $630m.
- Represented Chicago-based Cresco Labs in its C$2.2bn reverse takeover transaction and public listing on the Canadian Securities Exchange Cresco Labs.
- Represented Schneider Electric in the sale of video surveillance manufacturer Pelco to Transom Capital Group, a middle market private equity firm, for undisclosed terms.
- Represented China-based Zijin Mining Group Co. in its $1.25bn acquisition of Nevsun Resources.
Katten Muchin Rosenman LLP's tax practice is led by the 'excellent' Saul Rudo, who works on corporate tax planning in connection with private equity transactions and M&A. The practice group is also rated for its work on corporate reorganizations, executive compensation and REIT-related tax matters. Valentina Famparska advises on federal income tax matters in the context of partnerships and M&A, and New York-based Jill Darrow specialises in the tax aspects of fund formation and partnership transactions. Named attorneys are based in Chicago unless stated otherwise.
‘Saul Rudo, thoughtful advice, clear recommendations; excellent advocacy.’
Meta Financial Group and MetaBank
PSP Capital Partners
Sheridan Capital Partners
Orthopaedic & Neurosurgery Specialists
- Represented Sterling Partners in connection with the sale of CDC DPM Holding and its affiliate Kids Care Dental & Orthodontics to an affiliate of RiverGlade Capital.
- Represented Orthopaedic & Neurosurgery Specialists, a Connecticut-based physician-run medical practice specializing in orthopedic care and neurosurgery with an elite physician team of specialists drawn from leading hospital and university fellowship programs, in its recapitalization and formation of a management services organization (MSO) with Kohlberg & Company, a New York-based private equity firm.
- Served as co-counsel to CM Acquisitions in the sale of American Roller Company, a leading provider of industrial coatings and cladding services, to Hamilton Robinson Capital Partners.
- Represented and counseled Paul Neumann and Family, in the sale of Universal Woods, a family business.
- Represented BCV Social in connection with its sale to RateGain. Representing BCV since its first fundraising from outside investors, and assisted the company throughout its growth for more than six years.
Kramer Levin Naftalis & Frankel LLP's tax department has deep-seated experience in advising clients on M&A, joint ventures and private equity matters. Practice head Barry Herzog advises on the tax elements of partnerships, and bankruptcy and corporate restructurings. Another name to note is Pamela Capps, who has expertise in structuring joint ventures and corporate transactions, and is particularly active in the real estate and entertainment sectors. Mayer Greenberg joined the firm from Stroock & Stroock & Lavan LLP in May 2019. All those named are based in New York.
Stone Point Capital
FirstEnergy Solutions’ Pollution Control Revenue Bondholders
Sentinel Capital Partners
Westmoreland Coal Co.
The Walt Disney Co.
Lin-Manuel Miranda, Lebron James, Mark Gillespie
The Peebles Corp.
Broadway Palace Theater
Repauno Riverfront Partners
Manchester Real Estate & Construction
Trinity Place Holdings
Lee Equity Partners
- Represented Sentinel Capital Partners in the tax aspects of its acquisitions of (i) Holley Performance Products, a manufacturer of high-performance automotive parts (and its combination with Driven Performance Brands (which is in the same line of business), and (ii) Pet Supplies Plus, the third-largest pet specialty chain in the United States.
- Represented holders of first-lien creditors in the tax aspects of the Westmoreland Coal Co. bankruptcy restructuring.
- Advised entertainers and sports figures in various matters such as structuring their business transactions for maximum tax and business efficiency to multi-state advice including Lebron James and Mark Gillespie.
- Representing an ad hoc creditor group in the tax aspects of the Chapter 11 cases of Payless Holdings and its affiliated debtors, holding roughly $80m in term loans. Payless is one of the largest specialty footwear retailers in the world, with approximately 3,400 stores in more than 40 countries, and more than 16,000 employees in North America.
- Ongoing representation of a $200m foundation in a variety of matters.
Munger, Tolles & Olson
Munger, Tolles & Olson's tax practice advises clients on real estate transactions, private equity transactions and restructuring matters. David Goldman's focus is corporate tax, partnership tax and executive compensation matters. Senior counsel Robert Johnson and counsel Matthew Schonholz are also contacts in the team.
Neal, Gerber & Eisenberg LLP
Neal, Gerber & Eisenberg LLP has expertise in transactional tax planning and state and local taxation, and is also noted for its track record of structuring tax-efficient international investment vehicles. The practice group is jointly led by Scott Bakal and John Biek. Bakal advises on the tax aspects of business transactions and estate planning matters, while Biek acts on cross-border corporate income tax and franchise taxation matters. Also recommended is Jeffrey Shamberg. All attorneys are based in Chicago.
Scott Bakal; John Biek
Other key lawyers:
- Structured sovereign wealth funds to minimize tax on income faced by certain foreign investors.
- Structured US real estate operations and ownership of an energy-generation facility while structuring investments in multiple cross-border companies.
- Structured tax-efficient vehicles for actual and potential foreign investors in hedge funds to attract new investors.
- Reducing post-sale state and local tax liability for uncollected sales tax nearly nationwide.
- Structured tax-efficient US commercial real estate project investments for multibillion-dollar UK real estate investment firm.
Pillsbury Winthrop Shaw Pittman, LLP's tax team advises on a wide range of corporate transactions, restructurings and private investment fund transactions. The firm also stands out for its tax-advantaged investment and housing finance practice. James Chudy has particular expertise in the federal income tax aspects of bankruptcies, corporate reorganizations and debt restructurings. San Francisco-based practitioner Julie Divola specialises in the tax elements of partnership and corporate transactions.
Other key lawyers:
Branford Castle Partners
Casino and Hotel owner
Stephen A. Wynn
City National Bank of
GenCanna Global USA
Octo Consulting Group
Server Farm Realty
The Potamkin Group
- Served as lead counsel to NextEra Transmission in its definitive agreement to acquire Trans Bay Cable, from SteelRiver Infrastructure Fund North America and its partners. The Trans Bay Cable is a 53-mile, high-voltage direct current underwater transmission cable system with utility rates set by the Federal Energy Regulatory Commission (FERC) and revenues paid by the California Independent System Operator.
- Served as lead counsel to NTT Data Services in its acquisition of Cognosante Consulting, the consulting division of Cognosante, a leader in health information technology solutions and services for federal and state health agencies.
- Represented Tesla in negotiating the complex structure to allow both tax equity and cash equity financing in a single transaction. A portfolio of over $400m in commercial and residential solar and battery storage projects.
- Represented JUUL Labs, in Altria Groups $12.8bn investment in the US e-vapor leader. The service agreements will accelerate JUUL’s mission to switch adult smokers to e-vapor products.
- Represented Amazon in connection with most of Amazon’s integration transaction and a major restructuring transaction.
Roberts & Holland
Seyfarth Shaw LLP acts for public charities, universities, private foundations and banks. Of particular note, clients note that the team's practitioners are 'well versed in the intricacies of partnership tax law and the intersection of fund formation and real estate ownership'. The practice is jointly chaired by Steven Meier in the Chicago office, and John Napoli, who is based in New York. Meier is 'very easy to work with' and advises on the tax treatment REITs, investment funds and M&A transactions. Napoli is active on federal, state and local tax law, with a particular expertise in the tax aspects of real estate transactions.
Steve Meier; John Napoli
Other key lawyers:
‘The team has strong depth in the areas critical to the needs of a real estate fund. Each partner is well versed in the intricacies of partnership tax law and the intersection of fund formation and real estate ownership.’
‘John Napoli is intellectually gifted and possesses vast experience in the areas of partnership tax, REITs, and fund structuring. He is responsive and available whenever client needs arise.’
‘Steve Meier is easy to work with.’
Cantor Fitzgerald Securities
Mack-Cali Realty Corp.
Nagase & Company
The Uhlmann Offices
Workspace Property Trust
Black Creek Group
Inland Private Capital Corporation
Sound West Realty Capital
- Represented Mack-Cali Realty Corp. in a $487.5m sale of 56-building, 3.1 million square foot office/flex portfolio.
- Represented Franco Signor in an investment deal with BV Investment Partners.
Brown Rudnick LLP
The lawyers at Brown Rudnick LLP are rated by clients for their multi-practice expertise in tax, real estate and corporate law. Nicole Bouchard heads the team and has a broad tax practice with a focus on tax planning for corporate, partnership and real estate matters. Bouchard is supported by Vincent Guglielmotti and Barbara Kelly, who are experienced in tax-related bankruptcies and corporate acquisitions. All the attorneys are New York based.
‘Experts in tax, real estate, and corporate.’
Special Committee of the Board of Directors of Tropicana Entertainment
Official Creditors Committee of Aralez Pharmaceuticals US
Official Committee of Unsecured Creditors of EXCO Resources
Eric Green, as Special Master of the Takata Restitution Funds
Vanguard Natural Resources (ad hoc Committee of Creditors)
Self-Storage Capital Partners
Official Committee of Unsecured Creditors of Hooper Holmes (d/b/a/ Provant Health)
Official Committee of Unsecured Creditors of Legacy Reserves
Surprise Valley Health Care District
Samuel Ben Avraham
Official Committee of Unsecured Creditors of Alta Mesa Resources
Official Committee of Unsecured Creditors of PES Holdings
- Represented Queensgate Investments in acquiring a US-based group of hotels for roughly $400m.
- Represented Official Creditors Committee of Aralez Pharmaceuticals US in a bankruptcy involving approximately $300m of debt.
- Represent Professor Eric Green, the Court-appointed Special Master of the US DOJ Restitution Fund in the Takata Corporation criminal case in the Eastern District of Michigan, in his role as Trustee of Takata Airbag Tort Compensation Trust Fund and OEM Claims Administrator.
- Represented an ad hoc committee of creditors of Vanguard Natural Resources, in its bankruptcy involving approximately $929.5m in debt.
- Served as counsel to Self-Storage Capital Partners in connection with the acquisition and financing of an approximately $50m portfolio of self-storage facilities located across multiple states.
Buchanan Ingersoll & Rooney
Greenberg Traurig, LLP's tax team is 'thoughtful and solutions-oriented'. In particular, the team is rated for its advice on state and local tax planning, securities taxation and real estate transactions. William Siegel co-chairs the practice and is noted for his tax work in relation to real estate and corporate joint ventures. Senior practice chair Martin Kalb is a name to note for trusts and estates planning, and is also recognized for his deep-seated expertise in M&A and other corporate transactions. Both attorneys are based in Miami.
William Siegel; Martin Kalb
‘The team is very responsive, thoughtful and solution oriented.’
MiddleGround Capital Partners
New MainStream Capital
Stellex Capital Management
Round Room Live
- Representation of a Branzino Acquisition Vehicle, a portfolio company of private equity fund Middle Ground Equity Partners, in its purchase of 100% of the capital stock of a Peterson American Corporation, a Michigan-based company specializing in manufacturing springs and related components for the automotive industry.
- Representation of New York-based private equity firm New MainStream Capital in its acquisition of Foot and Ankle Specialists of the Mid-Atlantic.
- Representation of a Stellex Capital Management in its acquisition of 100% of the membership interests of a Michigan-based automotive parts manufacturer.
- Representation of Summit Interconnect, a portfolio company of Washington DC-based private equity firm HCI Equity Partners, and a California-based manufacturer of advanced technology printed circuit boards with a specific focus on complex rigid and rigid-flex products, in its acquisition of all of the issued and outstanding equity interests of Streamline Circuits, a California-based company that provides high-quality printed circuit boards.
- Advised and assisted foreign fund structure holding structure for the acquisition of commercial real estate in the United States in excess of $70m.
Jones Walker LLP's tax practice is active on a range of matters including tax policy and regulation, state and local taxation, and employee benefits and executive compensation. William Backstrom heads the practice group and specializes in state and local tax matters in Louisiana. Jesse Adams and Jonathan Katz are likewise recommended. All three practitioners are based in New Orleans.