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Julie A. Divola

Partner
San Francisco

Partner, San Francisco

T: +1.415.983.7446
T: +1.415.983.7446

Areas of Focus

Extremely smart and creative” and “super-responsive.
—Chambers USA

Julie Divola’s practice focuses on the tax aspects of corporate and partnership transactions, including domestic and cross-border mergers, acquisitions and restructurings, joint ventures and spin-offs.

Julie is experienced in federal income tax planning for business and financial transactions. She advises on the tax aspects of all manner of domestic and cross-border M&A transactions and restructurings. Julie is the previous chair of the American Bar Association Section of Taxation, where she also has previously served as chair of the Diversity in the Profession Committee, vice chair (Publications), editor-in-chief of The Tax Lawyer, and council director and chair of the Corporate Tax Committee. She serves on the advisory board of the New York University Institute of Federal Taxation, the Bloomberg BNA Corporate Tax Advisory Board and the ALI-CLE Tax Advisory panel. She serves as the regent for the Ninth Circuit for the American College of Tax Counsel and as President of the American Tax Policy Institute. She is also a director of the Tannenwald Foundation and trustee and secretary of the van Löben Sels/RembeRock Foundation. Julie has taught corporate tax as a lecturer at Berkeley Law and as a visiting professor at the UC Davis School of Law and is a frequent speaker at tax conferences.

Representative Experience

  • Represented Amazon in connection with its major restructuring transactions.
  • Represented NTT DATA in connection with numerous acquisitions, dispositions and restructurings, including NTT DATA International in its acquisition of Dell Inc.’s IT services division for $3.0 billion; NTT DATA Services in its acquisitions of ServiceNow elite partner, Acorio LLC, and Cognosante Consulting LLC, the consulting division of Cognosante, a leader in health information technology solutions and services for federal and state health agencies; and NTT DATA Inc. in its acquisition of Vectorform, a Detroit-based digital transformation and innovation company, its definitive agreement to acquire Postlight LLC, a New York-based digital strategy, design and engineering company, and global MuleSoft consulting firm leader, Apisero as well as in its definitive agreement to acquire Aspirent.
  • Represented AT&T Inc in connection with numerous acquisitions, dispositions and restructurings including its $1.175 billion sale of its anime business, Crunchyroll to Sony.

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  • Represented First Northern Community Bancorp along with its subsidiary First Northern Bank, in its acquisition of three Columbia State Bank branches located in Orland, Willows and Colusa, California.
  • Represented Brown & Toland in connection with its combination with Altais Clinical Services.
  • Represented JUUL Labs Inc., in connection with Altria Group, Inc.’s $12.8 billion investment for a 35 percent economic interest in JUUL.
  • Represented Dr. Thomas Buttengenbach and his companies in connection with acquisition of interests in 8minutenergy Renewables LLC and his related joint venture with J.P. Morgan Asset Management and an affiliate of Upper Bay Infrastructure Partners.
  • Represented NextEra Energy Transmission LLC, a subsidiary of NextEra Energy Inc., in connection with its agreement to buy GridLiance, an independent electric transmission holding company, from affiliates of Blackstone for approximately $660 million, including the assumption of debt and its acquisition of Trans Bay Cable LLC from SteelRiver Infrastructure Fund North America and its partners for approximately $1 billion, including the assumption of debt.
  • Represented The Buffalo Group in its acquisition by Jacobs.
  • Represented Sevatec in its combination with Octo.
  • Represented Smartronix in its recapitalization by OceanSound Partners.
  • Represented Knight Point Systems in its sale to Perspecta.
  • Represented TeraThink in its sale to CGI.
  • Represented Octo Consulting Group in its acquisition by Arlington Capital Partners.
  • Represented Ace Info Solutions in its sale to Dovel Technologies.
  • Represented Stinger Ghaffarian Technologies in its acquisition by KBRwyle Technology Solutions, LLC.
  • Represented Berkley Capital in connection with numerous acquisitions and dispositions, including representing Greenwich AeroGroup in its sale of Aero Precision Industries to certain affiliates of Odyssey Investment Partners.

Professional Highlights

  • Julie is active in the American Bar Association’s (ABA) section of taxation. She was the sixth female chair for the ABA and second of these six from Pillsbury. She has served as chair of the ABA Tax Section’s Diversity in the Profession Committee and vice chair (Publications) and editor-in-chief of The Tax Lawyer. She also serves as the Ninth Circuit regent for the American College of Tax Counsel and as President for the American Tax Policy Institute.
  • She has been a lecturer at Berkeley Law, where she taught corporate tax. She has also taught corporate tax as a visiting professor at the UC Davis School of Law and Tax Policy as an adjunct professor at the University of San Francisco School of Law.
  • Julie serves on a number of professional boards, including the advisory board of the New York University Institute on Federal Taxation, the Bloomberg BNA Corporate Tax Advisory Board, and the ALI-CLE Tax Advisory panel.

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  • She serves as a member of the Board of Directors of The Theodore Tannenwald Jr. Foundation for Excellence in Tax Scholarship.
  • She serves as secretary and trustee for the van Löben Sels/Rembe Rock Foundation (a private foundation that promotes social justice causes through legal services and advocacy).

  • Honors & Awards

    • Chambers USA, Tax—California (2003 – 2023)
    • “Lawyer of the Year,” Tax Law, San Francisco—Best Lawyers 2017, 2024
    • Best Lawyers in America (published by BL Rankings LLC), Tax Law (2006 – 2024)
    • The Legal 500 U.S., Domestic Tax (2011 – 2015), Tax Non-Contentious (2016 – 2017, 2019)
  • Associations
    • American Bar Association Tax Section: Past Chair;
      • Past Chair, Diversity in the Profession Committee
      • Chair, Nominating Committee
      • Member, Distinguished Service Award Committee
      • Past Vice Chair (Publications)
      • Past Editor-in-Chief, The Tax Lawyer;
      • Past Council Director,
      • Past Chair, Corporate Tax Committee
    • American Tax Policy Institute, President
    • NYU Institute on Federal Taxation, Advisory Board Member
    • Practical Tax Lawyer, Editorial Board, Past Member
    • Bloomberg BNA Corporate Tax Advisory Board, Member
    • ALI-CLE Tax Advisory Panel, Member
    • van Löben Sels/Rembe Rock Foundation, Secretary and Trustee; Past Chair of the Audit Committee
    • American College of Tax Counsel, Fellow and Ninth Circuit Regent
    • American Bar Foundation, Fellow
    • ALI-ABA Annual Course of Study on Corporate Taxation, Past Co-chair
    • California State Bar Association (Tax Section): Past Vice Chair, Executive Committee; Past Chair, Corporate Tax/Corporate Tax Counsel Committee: Past Chair, Pass-Throughs and Real Estate Tax Committee
    • San Francisco Tax Club, Past President
  • Representative Speaking Engagements
    • “The Wrath of Moore,” Cross-Border M&A Tax Planning 2024: Doing Worldwide Deals From the Office, Dining Room, and the Beach. February 12, 2024. Panelist.
    • “Bias in the Legal Profession: A Primer for Tax Lawyers,” American Bar Association Tax Section. November 15, 2023. Panelist.
    • “Bending Time’s Arrow—How Tax Timing Fictions and Recasts in Everyday Subchapter C Transactions Defy Time’s Orderly Progress, and What to Do about It.” University of Chicago’s Federal Tax Conference, November 3, 2023. Panelist.
    • “Separation of Powers: What Do Recent Court Cases Mean for the IRS’ Exercise of Regulatory Authority?,” 53rd Annual Spring Symposium, National Tax Association, May 11, 2023. Speaker.
    • “Compensatory Interests and Other Arrangements,” Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2023, Practising Law Institute, May 10, 2023 and June 7, 2023. Speaker.
    • “Insuring Tax Positions – A Guide for the Tax Professional,” American Bar Association Section of Tax, April 12, 2023. Speaker.
    • “How Does Global and U.S. Tax Reform Impact Your Business? What State Tax Issues Keep You Up at Night?,” USC Gould School of Law 2023 Tax Institute, January 24, 2023. Moderator.

    • “Selected Seller and Buyer Issues, Including Negotiating and Drafting Tax Provisions in Acquisition Agreements,” Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2022 by Practicing Law Institute, December 7, 2022. Speaker.

    • “Gender and Racial Inequalities in Our Tax Systems,” California Lawyers Association, November 2, 2022. Speaker.

    • “Carried Interest Tax Planning Considerations and Section,” Institute on Federal Taxation by NYU, October 26, 2022 and November 16, 2022. Speaker.  

    • "Insuring your Company’s Tax Positions – A Guide to the In-house Tax Professionals,” Tax Executives Institute, October 25, 2022. Speaker.

    • “Women in Tax Forum,” American Bar Association Section of Taxation, August 12, 2022. Speaker.
    • “Taxation and Gender Summer Series,” American Tax Policy Institute webinar, July 23, 2021. Moderator.
    • “Tax System Working Group Discussion Series: Diversity in the Tax Bar,” Webinar sponsored by LFAA, ACTC, American Tax Policy Institute and ABA, June 17, 2022. Speaker.
    • “Compensatory Interests and Other Arrangements,” Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2022, Practising Law Institute, June 7, 2022. Speaker.
    • “Cross-Border M&A Tax Planning 2021: Doing Worldwide Deals from the Dining Room,” Live Webcast hosted by Practising Law Institute, March 16, 2021. Speaker.
    • “Corporate Tax Update,” Virtual 31st Annual Philadelphia Tax Conference sponsored by the ABA Section of Taxation, November 11, 2020. Speaker.
    • Representations and Warranties Insurance: Emerging Issues and Practice Pointers in Uncertain Times, ALI-CLE webinar, May 29, 2020. Speaker.
    • “The CARES Act: Tax Policy During a Pandemic,” Tax Policy Center webinar, April 13, 2020. Speaker.
    • “Selected Seller and Buyer Issues, Including Negotiating and Drafting Tax Provisions in Acquisition Agreements,” Practising Law Institute’s Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2018, December 5, 2018. Presenter.
    • “Interesting Corporate Transactions of the Past Year,” Practising Law Institute’s Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2018, November 14, 2018. Presenter.
    • “Tax Cuts and Jobs Act: The First Year,” National Association of State Bar Tax Sections’ 39th Annual Meeting, October 26, 2018. Speaker.
    • Featured speaker at the Portland Tax Forum, presenting on corporate tax.
    • “Compensatory Interests and Other Arrangements Including Options and Phantom Equity, PLI Seminar: Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2018,” June 5, 2018. Speaker.
    • “Consolidated Return Issues under the TCJA,” April 19, 2018. Speaker.
    • ABA Tax Section 2018 Midyear Meeting, February 8 – 10, 2018. Panelist.
    • “Compensatory Interests and Other Arrangements Including Options and Phantom Equity,” PLI Seminar: Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2016, June 8, 2016. Speaker.
    • “M&A Structures: Joint Ventures, Pass-Throughs & Disregarded Entities,” 31st Texas Federal Tax Institute, June 11, 2015. Panelist.
    • “Partnership and LLC Compensatory Interests Including Options,” PLI Seminar: Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2015, June 10, 2015. Speaker.
    • “Public and Private Spin-offs,” American Bar Association 2015 Business Law Section Spring Meeting, April 16, 2015. Panelist.
    • “Partnership and LLC Compensatory Interests Including Options,” Practising Law Institute’s Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2014 Seminar, June 10, 2014. Panelist.
    • Corporate Tax Committee, American Bar Association Section of Taxation 2014 May Meeting, May 10, 2014. Panelist.
    • “Closing Business Transactions Part I: A Detailed Examination of Structuring and Negotiating,” Practising Law Institute’s Pocket MBA Summer 2014: Finance for Lawyers and Other Professionals Seminar, May 6, 2014. Panelist.
    • “Mergers and Acquisitions Tax Primer,” ALI-ABA Corporate Taxation: Tax Planning for Mergers, Acquisitions, and Other Transactions Seminar, March 26, 2014. Speaker.
    • “Tax Reform for Dummies: What Every Business Lawyer Should Know,” Business Law Section at the American Bar Association Annual Meeting, August 11, 2013. Panelist.
    • “Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2013,” Practising Law Institute Seminar, June 11, 2013 and April 30, 2013. Speaker.
    • “Optional Introductory Lecture: Mergers and Acquisitions Tax Primer,” ALI-ABA CLE Course of Study – Corporate Taxation, April 3, 2013. Presenter.
    • “Current Developments in Subchapter C,” American Bar Association Section of Taxation 2013 Midyear Meeting, January 26, 2013. Panelist.
    • “Current Developments in Corporate Taxation,” 2012 Annual Meeting of the California Tax Bar & California Tax Policy Conference, November 2, 2012. Presenter.
    • “‘Picnic Lunch’ Program: Partnership and LLC Compensatory Interests Including Options,” Practising Law Institute’s Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2012 Program, June 13, 2012. Presenter.
    • “M&A Structures with Joint Ventures, Pass-Throughs, and Disregarded Entities,” 28th Annual Texas Federal Tax Institute Program, June 7, 2012. Presenter.
    • “Tax Considerations,” Practising Law Institute’s Acquiring or Selling the Privately Held Company 2012 Program, May 8, 2012. Presenter.
    • “Mergers and Acquisitions Tax Primer,” ALI-ABA CLE Course of Study, March 25, 2012. Presenter.
    • “Tax Opinions: What Does It Cost You and What Is It Worth to Your Client?,” American Bar Association Section of Taxation 2012 Midyear Meeting, February 18, 2012. Panelist.

Education

  • J.D., University of San Francisco School of Law, 1986
    summa cum laude, 1st in class

    B.A., University of California, Santa Barbara, 1980

Admissions

  • California

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