Corporate & Business Transactions

Mergers and Acquisitions
Pillsbury’s tax lawyers work side-by-side with transactional lawyers on mergers and acquisitions, divestitures, joint ventures and tax-free reorganizations. The transactions range from multi billion dollar strategic tax-free mergers to exit transactions for growth-stage companies. Our practice includes taxable and tax-free transactions, including Section 338(h)(10) transactions, as well as complex portfolio transactions for private equity firms.

Our clients include both foreign and domestic entities drawn from an extremely broad base of industries, including telecommunications, banking, financial services, technology and technical services, media, energy, computer software, alternative energy, public utility, transportation, manufacturing, food and beverage, biotechnology, life sciences, real estate, mining and construction.

Securities Offerings
We work closely with securities lawyers on inbound and outbound public and private offerings of debt, equity, convertibles and hybrid securities (including high-yield debt, trust preferred securities, contingent convertibles and equity security units). Our practice also includes securitization of offbeat assets, including aircraft engines and pharmaceutical royalties.

We represent a broad range of foreign and domestic issuers, money-center and regional underwriters, placement agents and solicitation agents in consent and proxy solicitations.

Finance
Pillsbury’s tax lawyers collaborate with finance lawyers on complex bank financings, project finance, import-export and trade finance, real estate lending and equipment finance. We have extensive experience with entity classification in connection with financings as well as complex withholding tax and income tax treaty interpretation relating to cross-border financings.

Our clients include foreign and domestic borrowers and lenders and arrangers.

Restructuring
Pillsbury frequently provides advice in connection with restructurings such as spin-offs, split-offs and internal restructurings, including Morris Trust and monetization strategies. We also advise creditors and debtors in workouts and Chapter 11 proceedings, including debt restructurings. We have significant experience with acquisitions out of bankruptcy and net operating loss limitations imposed by change of ownership transactions.