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    C. Brian Wainwright

    C. Brian Wainwright

    T: +1.650.233.4618 F: +1.650.233.4545
    Email  |  Download vCard  | 

    Brian Wainwright is a partner in the law firm's Tax practice and is located in the Silicon Valley office. He has more than 35 years experience in domestic and international tax planning for business and financial transactions. Representative transactions and matters during the last five years include:

    Mergers & Acquisitions

    Tax-Free Reorganizations

    • Principal tax partner for reorganization tax opinions involving HMO, healthcare, telecommunications, banking, computer hardware, computer software, computer reseller, biotechnology, internet access provider, e-commerce and other businesses.
    • Roll-ups involving combination of reorganization and § 351 transactions in publishing, medical and dental practice management, medical device, nursing homes, equipment supply, computer retailer and other businesses.

    Other Transactions

    • Equity carve-outs utilizing A/B stock structure to preserve spin-off potential (including anti-Morris Trust legislation analysis) in credit card servicing, internet and computer software and other business.
    • Leveraged going private electronics transaction.
    • Leveraged ESOP acquisition.
    • Taxable stock purchases involving § 338(h)(10) elections (consolidated subsidiaries and S corporations), installment sale provisions, contingent consideration (including earn-outs), tax representations and indemnities and tax sharing agreements.
    • Like-kind § 1031 exchange involving publishing assets.
    • Asset acquisitions involving purchase price allocations, tax representations and indemnities.
    • § 382-derived stock lock-up agreements and other "change of ownership" analyses.
    • Bankruptcy-related acquisitions, including cancellation of indebtedness income, net operating loss carryover and other tax attribute reduction issues.
    • Roll-ups of corporations, partnerships, limited liability companies and sole proprietorships into master partnerships (§ 721 ).


    • Representation of U.S. participants in foreign joint ventures in Mexico (electrical generating, telecommunications, port, hotel and water projects), Guatemala (telecommunications), Panama (port), Colombia (electrical generating), Pakistan (electrical generating), Russia (electrical generating), Turkey (electrical generating), Switzerland (pharmaceutical with Dutch branch), EU countries (credit reporting), Japan (electronics), Australia (investment funds) and Taiwan and the Philippines (fast food). Issues include subpart F, § 482, hybrid entities and instruments, foreign tax credit and local withholding.
    • Structuring wholly owned foreign operations of U.S. taxpayers in Canada (security services), Russia (chemicals export), United Kingdom (genetics), Chile and other South American countries (insurance adjusting) and Malaysia, Thailand and the British Virgin Islands (captive contract manufacturer).
    • Structuring U.S. operations and investments of taxpayers from Canada (hybrid entity structure), France (wineries, banking) and Hong Kong (internet access provider with PFIC, PHC and FPHC issues in U.S. initial public offering).
    • Offshore intellectual property holding companies.
    • Tax-free acquisitions of U.S. corporations by foreign corporations, including offshore holding company "inversions" (§§ 367, 6038B).

    Cross-Border Financing

    • Application of U.S. withholding rules (both old and new) to offshore holders of U.S. equity (including treaty application, international prospectus disclosure and computational matters, particularly relating to PIK preferred).
    • Debt financings (including portfolio debt exception, "D" rules, withholding and backup withholding, treaty application, Forms W-8BEN, W-8ECI, W-8EXP and W-8IMY and hybrid instruments).
    • U.S. withholding and investment in U.S. property rules associated with financial guarantees and their restructuring.

    Financial Instruments

    • LYONs, TOPrS, CHEERS, ACES, MIPS, QUIPS evaluation and disclosure as both underwriters' and issuer's counsel (including shelf registrations).
    • Original issue discount, including applicable high-yield discount obligation, computations and related tax disclosure (also including other time value of money and cross-border and backup withholding issues) in private placements and public offerings.
    • Debt restructuring, modification and cancellation of indebtedness issues.
    • FATCA compliance and withholding.

    Tax-Exempt Bonds

    • Tax opinion as bond counsel for sewage and solid waste disposal facilities and private activity bond refundings.
    • Borrower's counsel in private activity bonds for educational, hospital, community hospital and manufacturing facilities.
    • Arbitrage and modification issues in debt restructurings and replacement letters of credit.
    • Underwriter's counsel in municipal issuances.
    • Issuer and conduit borrower counsel in IRS audits of tax-exempt bonds.

    Partnership & Joint Ventures

    • Tax planning for sports franchise acquisition, operations and stadium finance (issues include passive loss rules, revenue recognition and complex allocation and distribution provisions).
    • Initial public offering structure (public partner) for various partnerships.
    • Disguised sale, mixing bowl, nonrecourse debt and allocation issues for domestic telecommunications, oil and gas, windfarm, agricultural and pharmaceutical joint ventures.
    • Tax advice to principal draftsman of California limited liability company statute.
    • REIT partnership structures.

    Investment Funds

    • Formation, marketing and operational tax advice for domestic and offshore investment funds (including tax planning for principals).
    • Representation of U.S. and offshore investors in domestic and offshore funds (issues include effectively connected income, § 897, unrelated business income, venture capital operating company rules and U.S. and foreign withholding).
    • Venture Capital & Public Offering Negotiation (chapter author: partnership and limited liability company agreements and tax commentary).
    • Qualified small business stock representations, qualification and rollover rules.

    Honors & Awards
    • Legal 500 US, Domestic Tax (2013-2015)
    • PLC Which Lawyer?, Tax—San Francisco & Silicon Valley (2007-2012)
    State of California
    J.D., Harvard Law School, 1976
    cum laude
    B.S., Stanford University, 1973

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