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Experience
Federal Tax
Acquisitions and Restructuring
$150 million acquisition of U.S. corporation with substantial European operations, and related restructuring; development and negotiation of tax-efficient structure for substantial investment by private equity fund in professional corporation.
Executive Compensation
Structuring of tax-efficient LLC equity plans; analysis and negotiation of golden parachute tax provisions of employment contracts and acquisition documents; analysis of issues relating to incentive and nonqualified stock options and other compensation arrangements.
International Transactions
$300 million acquisition of Canadian corporation by U.S. corporation; restructuring of foreign corporation to avoid status as a passive foreign investment company in connection with securities offering.
Palomar Capital Advisors Ltd. Investment in Mantacor Energy LLC
Represented Palomar Capital Advisors Ltd., a private equity firm based in Zurich, Switzerland, in connection with its initial US$15 million investment in Mantacor Energy LLC, an oil and gas exploration and production company focused on the D-J (Denver-Julesburg) Basin of Colorado and the San Juan Basin in New Mexico.
REIT Representation
Representation of a large REIT with significant European operations, including analysis of foreign acquisitions, joint ventures and intercompany transactions; development and negotiation of complex private REIT structures; REIT counsel in connection with sale of public REIT for total consideration in excess of $3 billion.
Representation Before IRS
Successful defense of taxpayer against IRS assertion of tax liability in excess of $200 million.
Subsidiary Sale
Sale of corporate subsidiary for consideration in excess of $1 billion in a transaction governed by Section 338(h)(10).
