United States • Tax
3

US taxes: non-contentious

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Winston & Strawn LLP

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Winston & Strawn LLP’s transactional tax practice advises on fund formations, M&A and dispositions, formations, and joint ventures, as well as on securitization and offshore investment transactions. The group has a particular strength within the energy sector, with experience in M&A and tax equity financings in district energy, transmission lines, and more. In Chicago, practice lead Olga Loy is particularly experienced in representing corporations on the tax structuring of IPOs, SPACs, spin-offs, and general tax planning. Dennis Kelly focuses his practice within the real estate and finance sectors. Donald Goff has particular experience with M&A and transactions within the private equity sphere. Dallas’ Louis Jenull is active within the energy sector, advising on oil and gas transactions and the development of renewable energy projects and the subsequent investments. Jennifer Morgan in Los Angeles is also particularly adept in energy-related transactions, and Chicago’s Angela Rohman-Russo is praised as a ‘fantastic tax lawyer’ with extensive M&A and financing experience.
Legal 500 Editorial commentary

Testimonials

Collated independently by Legal 500 research team.

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  • ‘Any firm is only as good as the people assigned to your account. I work with Angela Russo. She is a fantastic tax lawyer. ’

  • ‘Angela Russo is knowledgeable and commercial. I find her a delight to work with given her optimistic attitude.’

  • ‘Winston & Strawn brings together expertise in all areas relevant to our tax planning as a software group. For example, we needed to revise a template for intercompany licenses of copyright rights. The firm had counsel in IP law, corporate law and tax law review the document.’

  • ‘We have worked with Jeff Rubinger for a number of years, following him from Bilzin Sumberg to Baker McKenzie and now to Winston & Strawn. Jeff has given us advice on both domestic and international taxation. He understands our risk tolerance and helps us vet creative ideas tailored to our group structure.’

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Key clients

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  • Everside Capital Partners
  • Braiin Limited
  • Denali Capital Acquisition Corp.
  • ClearCompany LLC
  • Integrated Rail and Resources Acquisition Corp.
  • Wind Point Partners
  • NexPoint Advisors, L.P.
  • Madison Capital Funding LLC
  • Petros PACE Finance, LLC

Work highlights

Represented Integrated Rail and Resources Acquisition Corp., a SPAC, in tax-related matters connected to its merger with Tar Sands Holdings II, LLC. Specifically, we advised on the transaction structure and reviewed the tax-related transaction documents.
Representing Petros PACE Finance, LLC in preparing a NIM Loan and Security Agreement in connection with the NIM credit facility provided by Sixth Street to PPF NIM II, LLC (the Borrower entity) that is secured by the Class C Certificates of SUBIs issued by the Petros PACE Finance Titling Trust. Winston’s Tax team advised on the tax aspects of the lending facility.
Advised on tax structuring related to the formation of various Everside Capital Partners’ funds, including its small business investment company (SBIC), to closely tailor the structure to the investment portfolio, investor base and US Small Business Administration guidelines and requirements. Additionally, we helped prepared and reviewed the tax provisions in the various funds’ limited partnership agreements, general partner limited liability company agreements, and private placement memoranda.

Lawyers

Practice head

Olga Loy

Other key lawyers

Dennis Kelly; Donald Goff; Louis Jenull; Jennifer Morgan; Jeffrey Rubinger; Angela Russo