Press Release 04.04.24
Located in Pillsbury’s Silicon Valley office, Brian Wainwright has more than 35 years of experience in domestic and international tax planning for business and financial transactions.
In addition to providing a wide range of services involving investment funds, cross-border financing and tax-exempt bonds, Brian frequently represents U.S. participants in foreign joint ventures in industries that include telecommunications; electrical generating; pharmaceutical; investment funds; and port, hotel and water projects. He also structures wholly owned foreign operations of U.S. taxpayers throughout North America, the UK, Russia, and Malaysia, Thailand and the British Virgin Islands.
Representative Experience
Tax-Free Reorganizations
- Serves as principal tax partner for reorganization tax opinions involving HMO, health care, telecommunications, banking, computer hardware, computer software, computer reseller, biotechnology, internet access provider, e-commerce and other businesses.
- Represents companies in 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.
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- Other Transactions
- Represents clients in 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.
- Represented company in leveraged going-private electronics transaction.
- Represented client in leveraged ESOP acquisition.
- Represents clients in 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.
- Advises clients in like-kind § 1031 exchange involving publishing assets.
- Represents companies in asset acquisitions involving purchase price allocations, tax representations and indemnities.
- Represents companies in § 382-derived stock lock-up agreements and other “change of ownership” analyses.
- Represents companies in bankruptcy-related acquisitions, including cancellation of indebtedness income, net operating loss carryover and other tax attribute reduction issues.
- Advises clients in roll-ups of corporations, partnerships, limited liability companies and sole proprietorships into master partnerships (§ 721).
- International
- Represents U.S. participants in foreign joint ventures in Mexico (electrical generating, telecommunications, port, hotel and water projects), Guatemala (telecommunications), Panama (port) and Colombia (electrical generating).
- Represents U.S. participants in foreign joint ventures in Pakistan, Russia and Turkey (electrical generating), Switzerland (pharmaceutical), EU countries (credit reporting), Japan (electronics), Australia (investment funds) and Taiwan and the Philippines (fast food).
- Structuring wholly owned foreign operations of U.S. taxpayers in Canada (security services), Russia (chemicals), UK (genetics), several South American countries (insurance) 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).
- Structures offshore intellectual property holding companies.
- Advised clients in tax-free acquisitions of U.S. corporations by foreign corporations, including offshore holding company “inversions” (§§ 367, 6038B).
- Cross-Border Financing
- Advised regarding 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).
- Assisted clients with 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).
- Advised clients concerning U.S. withholding and investment in U.S. property rules associated with financial guarantees and their restructuring.
- Financial Instruments
- Helped complete LYONs, TOPrS, CHEERS, ACES, MIPS, QUIPS evaluation and disclosure as both underwriters’ and issuer’s counsel (including shelf registrations).
- Determines 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.
- Advises clients on debt restructuring, modification and cancellation of indebtedness issues.
- Assist clients with FATCA compliance and withholding.
- Tax-Exempt Bonds
- Issued tax opinion as bond counsel for sewage and solid waste disposal facilities and private activity bond refundings.
- Served as borrower’s counsel in private activity bonds for educational, hospital, community hospital and manufacturing facilities.
- Advised clients in arbitrage and modification issues in debt restructurings and replacement letters of credit.
- Served as underwriter’s counsel in municipal issuances.
- Served as issuer and conduit borrower counsel in IRS audits of tax-exempt bonds.
- Partnership & Joint Ventures
- Assisted with tax planning for sports franchise acquisition, operations and stadium finance (issues include passive loss rules, revenue recognition and complex allocation and distribution provisions).
- Devised initial public offering structure (public partner) for various partnerships.
- Provided tax advice to principal draftsman of California limited liability company statute.
- Helped devise REIT partnership structures.
- Investment Funds
- Represented clients in formation, marketing and operational tax advice for domestic and offshore investment funds (including tax planning for principals).
- Represented 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).
- Assisted clients in Venture Capital & Public Offering Negotiation (chapter author: partnership and limited liability company agreements and tax commentary).
- Advised clients in qualified small business stock representations, qualification and rollover rules.
Professional Highlights
- Recognized by Best Lawyers in America (published by BL Rankings LLC), Tax Law, (2023 – 2024)
- The Legal 500 U.S., Domestic Tax (2013 – 2015)
- PLC Which Lawyer?, Tax—San Francisco & Silicon Valley (2007 – 2012)
Education
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J.D., Harvard Law School, 1976
cum laudeB.S., Stanford University, 1973
Admissions
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California