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Representative Matters

  • Served as General Counsel to a high-tech manufacturer, providing full service support, handling every legal need spanning intellectual property, business litigation, employment, business contracts and corporate governance.

  • Represented U.S. corporations which were part of an affiliated group in connection with the sale of the stock of several wholly-owned U.S. subsidiaries to a foreign buyer who was forming a U.S. entity for the purchase.  This matter involved the negotiation of the tax indemnities with respect to various consolidated return issues and the analysis of the potential application of Code Section 338(h)(10) and Code Section 336(e) elections in the transaction.

  • Represented food industry client in connection with sale of $80 million of equity interest to a private equity firm. This matter involved the development of a drop-down structure that would allow the parties to address the various tax issues that arose in connection with the private equity company’s request for a tax basis step-up for assets currently held by an S corporation. This matter also involved the negotiation of complex tax allocation provisions in an LLC agreement to reflect various put rights and preferred unit convertibility provisions.

  • Represented management/minority owners of closely-held company in the healthcare industry in merger of the entity into a publicly-traded REIT. This matter involved the evaluation of various issues under Code Section 280G and the tax consequences of the application of the tax-free corporate reorganization rules to the exchange of vested options and restricted stock.

  • Represented owners of a closely-held corporation in the manufacturing industry in a $13 million stock sale to U.S. buyer. This matter involved the development of a structure for the tax-free rollover of management-held shares, the review of the tax consequences of the receipt of deferred purchase price in the form of stock of a thinly-traded entity.

  • Represented publicly-traded company in connection with the consolidation of its U.S. subsidiaries.  This matter involved the analysis and review of alternative consolidation structures to evaluate long-term tax attribution issues related to potential application of various tax-free corporation reorganization structures.

  • Represented seller in an $110 million sale of all of the assets of a family-owned corporation to a publicly-traded buyer. This matter involved the negotiation of various tax representation provisions, including matters related to tax reserves included in the working capital adjustment.

  • Represented U.S.-based company in $330 million acquisition of stock in wholly-owned subsidiary of a publicly-traded company in the transportation industry.   This matter involved the negotiation of the tax-oriented provisions of the stock purchase agreement including various tax representations and warranties and the terms of the tax indemnification provisions.

  • Represented an Oregon-based manufacturer of audio and video equipment in a sale to a large family office.