Representative Experience
- Represented Swiss banks in negotiating nonprosecution agreements under the U.S. Department of Justice Swiss Bank Program.
- Served as Amazon Inc.’s special tax counsel in its $970 million acquisition of Twitch.
- Represented a Fortune Global 20 client in a California corporate franchise tax case, securing some $143.5 million in refunds while reversing tax, interest and potential penalty assessments of $276.4 million.
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- Business & Financial Transactions
- Served as Amazon Inc.’s regular special tax counsel for its major acquisitions, investments and restructuring.
- Acted for Berger Group Holdings Inc. in an innovative restructuring and recapitalization involving third-party debt and equity investment and a significant stake for management.
- Represented Clearwater Paper Corp. in the sale of its specialty tissue products division, including five North American mill facilities, to Dunn Paper Inc., a Wingate Partners’ affiliate.
- Acted for Morgan Stanley in a royalty monetization by Theravance Inc., a publicly traded biotechnology company, regarding rights to royalties from global net sales of certain products.
- Represented Financial Engines Inc. in its $560 million acquisition of The Mutual Fund Store, one of the fastest-growing investment advisory businesses in the U.S., a transaction that included complex corporate and pass-through tax issues.
- Guided Fresh & Easy Neighborhood Market through tax/structuring issues pre-bankruptcy, bankruptcy-related tax issues, asset sale out of bankruptcy, and restructuring under a new owner, including dual residency treatment, tax-sharing arrangements and inter-company loans.
- Represented Beijing E-Dragon Semiconductor Industry Investment Center in its $285.82 million acquisition of all outstanding shares of Mattson Technology Inc., a global semiconductor wafer processing equipment provider.
- Served as Turkish Airlines’ counsel in the U.S. Ex-Im Bank-supported Japanese Yen-denominated financing of a new Boeing 777-300ER aircraft. Reported as first yen-denominated French tax lease supported by U.S. Ex-Im.
- Acted for AT&T in its acquisition of Quickplay Media Inc., a leader in powering over-the-top (OTT) video and TV Everywhere services, from Madison Dearborn Partners for an undisclosed sum.
- Represented BNP Paribas and Goldman Sachs, as lead arrangers and joint bookrunners, in $667 million A, B and C tranche 144A debt issuance. Awarded European Deal of the Year: DVB Bank’s debut securitization.
- State & Local Tax Controversies
- Represented well-known cable TV network in settlement sparing $21 million in taxes, interest and penalties, in lead entertainment industry case in Indiana challenging state’s controversial use of the audience factor.
- Saved well over $25 million in taxes, penalties and interest for major audio technology company in an FTB protest. At stake was sourcing of royalties for sales factor purposes.
- Assisted one of largest U.S. companies in turning $500 million California corporate franchise tax assessment into $65 million credit in complex unitary business and formulary apportionment dispute.
- Represented Beneficial New Jersey in lead case involving interest add-back provisions, convincing New Jersey Tax Court that client’s interest expense deductions should be allowed under the unreasonable exception.
- Saved $80 million for two multinational corporations in an FTB dispute involving complex unitary, business/nonbusiness income, apportionment, water’s edge combined report, interest expense, add-back and dividend issues.
- Helped DIRECTV obtain property tax relief to create a fair and uniform tax standard. Pillsbury’s work prompted SBE assessors to adopt new valuation process and settlements from DIRECTV.
- Achieved complete abatement of a proposed assessment of approximately $10 million for a high net worth individual in a major California personal income tax case involving residency and sourcing issues.
- Acted for SPG Solar in obtaining an administrative decision worth some $2 million in a California sales and use tax case involving the taxability of solar energy systems.
- International Tax
- Assisted various international financial institutions in extensive due diligence on undisclosed Swiss bank accounts of U.S. persons and protracted Department of Justice negotiations in connection with high-profile DOJ nonprosecution program.
- Advised a renewable energy developer on the coordinated cross-border development and ownership structuring of 15 solar electric energy-generating projects in Puerto Rico.
- Counseled NTT DATA International (TSE) in its $3.055 billion acquisition of Dell Inc.’s IT services division. Deal involves extensive tax planning in part because of stock and asset acquisitions across dozens of jurisdictions.
- Acted for a European central bank in creation of a good bank/bad bank structure for a loan portfolio in response to the financial crisis. Included negotiating an agreement with the IRS regarding arrangement’s tax classification.
- Assisted major U.S. investment bank in structuring dozens of cross-border investments in royalty streams for pharmaceutical companies, universities, hedge funds and other participants.
- Represented Victaulic in EU Commission challenge to Belgian excess profits tax regime.
- Represented a UK multinational telecommunications company with a major debt vs. equity issue involving proposed adjustments exceeding $400 million in first IRS challenge to a multinational standard centralized cash management practice.
- Federal Tax Litigation
- Saved a client more than $500 million in federal income taxes in a high-profile transfer-pricing case by showing the lack of merit of IRS proposed adjustments.
- Achieved through an advanced pricing agreement a favorable transfer-pricing methodology, which was rolled back to resolve more than 10 years of potential issues on a favorable basis.
- Resolved three cycles of domestic and international issues for a foreign multinational operating in the US through a number of US subsidiaries.
- Structured unprecedented settlements between Swiss financial institutions and U.S. prosecutors, enabling clients to avoid potentially billions of dollars in exposure under U.S. tax laws and avoid criminal prosecution.
- Successfully resolved the only transfer-pricing dispute brought to arbitration through the Tax Court’s arbitration program.
- Assisted a large U.S. microchip fabrication company through obtaining a “Fast Track” resolution of a profit split computation issues
- Represented a large U.S. publishing outsourcing company in connection with a large-dollar transfer-pricing adjustment proposed by IRS.
- Represented a large U.S. staffing organization in negotiation of a 95 percent reduction in significant dollar proposed IRS adjustments.
- Following more than three years of negotiations, prevailed for large Japanese electronics firm in transfer-pricing dispute with the IRS, convincing IRS to withdraw proposed $50 million+ adjustments in back taxes and interest.
- Represented high-net-worth investor’s widow in negotiating confidential settlement believed to be among 2014’s largest litigated estate matters. Case presented novel, complex conflicts of law, state taxation and multistate residence issues.
- Tax-Advantaged Investment and Housing Finance
- Acted for a government-sponsored entity in the multibillion-dollar equity offering of a master roll up of tax-advantaged investments with an innovative flip and credit-enhancement structure.
- Served as counsel to a government seller in an auction of a very large portfolio of single-family REO properties, including a rent and hold joint venture option.
- Represented a national financial institution in the acquisition of a heavily subsidized secondary-market portfolio of guaranteed tax-advantaged investments.
- Advised a Fortune 500 corporation regarding $125 million+ of equity investments in proprietary and multi-investor funds that in turn invest in low-income housing tax-credit projects throughout the United States.
- Advised a nonprofit developer in managing public and private sector collaboration and fusion of equity, loans and donations in funding $18 million rehabilitation of historic theatre in District of Columbia.
- Assisted lender in structuring of financing for sponsor of a national LIHTC investment fund to bridge capital contributions of multiple corporate investors through pledge of promissory notes.
- Advised mezzanine lender in providing debt financing to the developer of a large project qualifying for federal and state historic rehabilitation tax credits utilizing a lease pass-through structure.
- Counseled syndicator in connection with the syndication of equity interests in an upper-tier fund and acquisition of interests by the fund in operating entities owning projects qualifying for the LIHTC.
- Represented institutional investors in making some $500 million of equity investments in LIHTC funds structured to provide credit-enhancement that complies with post-Historic Boardwalk industry standards.
- Renewable Energy Tax Credits
- Advised a purchaser of a wind farm to be comprised of over 400 turbines, with a total development cost of approximately $1.5 billion.
- Acted for investors in a numerous transactions structured to qualify for both the LIHTC and the energy credit ITC for solar equipment.
- Advised a developer in connection with the acquisition and completion of an open-loop biomass project intended to qualify for the renewable electricity production credit.
- Acted for a Fortune 100 corporation as tax equity investor making four separate investments totaling over $600 million in SolarCity-sponsored funds to develop, own and operate ITC-eligible residential solar projects located throughout the U.S. using a flip structure.
- Represented a Fortune 100 corporation as tax equity investor making a $50 million investment in a U.S. Bank/Vivint Corp.-sponsored fund to develop, own and operate ITC-eligible residential solar projects throughout the U.S. using a flip structure.
- Represented a Fortune 100 corporation making a $180 million tax equity investment in an Exelon-sponsored fund to own a 90 percent interest ITC-eligible commercial fuel cell projects located in four states using a flip structure.
- Assisted developer of a utility-scale solar facility with budget in excess of $550 million in obtaining construction financing and with the admission of an equity investor into the holding company.
- Secured for U.S. limited partnership owners of two solar facilities in Puerto Rico IRS rulings that such facilities qualified for treatment as property that is used within the U.S. for MACRS depreciation purposes.
- Tax-Exempt Organizations
- Litigated landmark “Big Mama Rag” case, which held unconstitutional a Treasury regulation used by IRS agents to deny charitable status to an organization because it was founded by and operated for gay women.
- After a three-year battle, obtained IRS formal recognition of the tax-exempt status of Crossroads GPS, a high-profile conservative organization at the center of the “IRS Targeting Scandal.”
- Advise the American Association of University Women (AAUW) in tax and other matters.
- Represented the San Francisco Ballet in restructuring its tax-exempt financing.