Financial products in United States

Cadwalader, Wickersham & Taft LLP

Cadwalader, Wickersham & Taft LLP ‘s ‘extraordinarily technical, detail oriented, and creative‘ tax team routinely handles the structuring, documentation, and execution of complex, tax-advantaged securities transactions and products for domestic and multinational corporations, private equity and investment firms, investment banks, insurance companies and other parties involved in financial transactions. Practice head Linda Swartz advises clients on fund structures, financings and derivative transactions. Washington DC-based Mark Howe‘s practice covers partnerships, financial products, securitization, commodities, and the tax aspects of capital markets. Gary Silverstein advises issuers, underwriters, insurers and other parties on the tax aspects of mortgage-backed and asset-backed securities, REMICs, CLOs, and other debt issuances. Jon Brose is well-versed in tax issues relating to CLOs and other structured finance and securitization vehicles. Andrew Carlon joined the firm in January 2023 from Cravath, Swaine & Moore LLP. Lawyers are in New York unless otherwise stated.

Responsables de la pratique:

Linda Swartz


Les références

‘Cadwalader’s tax team are extraordinarily technical, detail oriented, and creative. They are superb communicators and truly understand the client’s goals.’

‘Mark Howe and Gary Silverman make clients feel understood and valued. Their advice and service are exceptional. ’

 

Principaux clients

Alternative Reference Rates Committee and Numerous Global Banks


Assured Guaranty Corp. and Assured Guaranty Municipal Corp.


Citibank


Civitas Social Housing PLC


Goldman Sachs


JPMorgan


Morgan Stanley


Nearwater Capital


Pershing Square SPARC Holdings,


U.S. Bank


Principaux dossiers


  • Advised Pershing Square SPARC Holdings, Ltd. in the successful registration of a Special Purpose Acquisition Rights Company.
  • Representing bond insurers Assured Guaranty Corp. and Assured Guaranty Municipal Corp. in connection with the Commonwealth of Puerto Rico’s restructuring of approximately $73 billion of bond debt.

Cleary Gottlieb Steen & Hamilton

The tax practice at Cleary Gottlieb Steen & Hamilton supports global powerhouse corporations, high-profile financial institutions and sovereign wealth funds with tax advice relating to a wide range of financial products as well as advising clients on the IRA’s renewable energy tax credits. The team has particular strengths in advising on the taxation of cryptocurrencies, private equity, derivatives, and hedge fund deals. The tax team, headed by New York-based Meyer Fedida , comprises of Jason Factor , who has extensive expertise in private equity and hedge funds, William McRae , who has extensive expertise in the taxation of equity derivatives and other financial products, and Diana Wollman whose practice focuses on tax controversy and complex transactions. Susanna Parker, who is also based in New York, is recognized for her knowledge of continuation funds, secondaries, and other structured fund investments. Based in the Bay Area, Maureen Linch, alongside her expertise on a wide range of transactional and structuring matters, has significant experience in the renewable energy space.

Responsables de la pratique:

Meyer Fedida


Les références

‘Collaborative, always available, and focused on problem solving.’

‘Very collaborative and technically strong.’

‘Deep expertise, efficient work, great advice.’

Principaux clients

Stripe, Inc.


Alphabet


Warburg Pincus


Mubadala Investment Company PJSC


TPG


T-Mobile US, Inc


Vale S.A.


Genesis Global Holdco, LLC


Thales


Sixth Street


Viking Global Investors LP


Financière Pinault


Institute of International Bankers


Fomento Económico Mexicano S.A.B. de C.V. (FEMSA)


Tempur Sealy International Inc.


Advent International Corporation and Warburg Pincus


Clifford Chance

Clifford Chance‘s New York-based team advises on the tax aspects and planning of a wide range of financial product-related matters, including REITs, CLOs, derivatives, insurance, and mortgage-backed securities, to name a few. Paul Seraganian, who heads the team, routinely supports Canadian and other non-US pension funds with investments in hedge funds, private equity funds, real estate funds and other private investment vehicles, including designing structures for co-investments general partner investments and continuation structures. Philip Wagman concentrates his practice on the tax aspects of corporate transactions, both domestic and internationally, as well as structured finance and securitization transactions, equipment leasing, securities offerings, and other financing transactions. Michael Seaton has substantial expertise advising on public and private REITs, investment funds, cross-border investment structuring, and insurance and reinsurance companies. Avrohom Gelber‘s practice covers cross-border finance and capital markets transactions, including CLO securitization transactions. Jim Gouwar advises on structured finance transactions such as mortgage- and asset-backed transactions, collateralized loan and debt obligations, and REMICs. Rebecca Pereira has significant experience providing tax advice for a wide variety of financial and business transactions, with an emphasis on private equity and real estate funds. Hannah Richard advises on the US federal tax aspects of a variety of transactions, including real estate transactions, investment funds, and private equity investments.

Responsables de la pratique:

Paul Seraganian


Principaux clients

Nuveen Green Capital


OGCI Climate Investments, LLP


iStar inc.


National Storage Affliates


Admiral Group plc


Principaux dossiers


  • Advised Nuveen and its affiliate Nuveen Green Capital on the formation and close of Nuveen CPACE Lending Fund.
  • Advised OGCI CI on its inaugural US$1.5 billion Decarbonization Fund focused on energy transition investments (including growth equity and infrastructure projects) in North America.
  • Represented iStar Inc. in its merger with Safehold Inc.

Davis Polk & Wardwell LLP

The New-York based tax team at Davis Polk & Wardwell LLP, headed by David Schnabel, has extensive expertise in developing and creating complex financial products and structures, debt and equity derivative instruments, and tax-efficient structures for real estate investments. Derivative and structured finance expert Lucy Farr advises financial institutions and issuers on the development and execution of public and private financial products designed to achieve hedging, capital raising, or other objectives. Michael Farber supports investment banks, financial institutions, and other clients on the tax aspects of financial instruments, derivatives, and capital markets activities. Corey Goodman advises corporations and private equity firms on a broad spectrum of federal income tax matters. Patrick Sigmon advises on US federal income taxation aspects of formation and operation of joint ventures, private equity funds, hedge funds and REITs. Ethan Goldman routinely advises private equity sponsors and other private fund managers on tax matters relating to private investment funds and secondary transactions.

Responsables de la pratique:

David Schnabel


Principaux clients

26North


Alphadyne Asset Management


Antares Capital


Azenta


Baron Capital


BentallGreenOak Strategic Capital


Block.One


Bread Financial Holdings


Cadre


CapitalSpring


Citigroup


Coinbase


Comcast


Credit Agricole


Credit Suisse (now part of UBS)


Galaxy Digital


GHK Capital Partners


Golub Capital


Grayscale Investments


GrowthCurve Capital


Harvest Partners


Hashdex Asset Management


JPMorgan


Lightyear Capital


Meritage Group


Morgan Stanley


Mudrick Capital


New York Digital Investment Group (NYDIG)


PPL Capital Funding


Rapid7


Rialto Capital


Rubicon Founders


Semtech Corporation


SkyBridge Capital


Tactical Infrastructure Partners


Tailwind Capital Group


Trilantic Capital Partners


TruArc Partners


Two Sigma Investments


Uniti Group


Ventas Realty


World Kinect Corporation


Mayer Brown

The tax department at Mayer Brown, headed by New York-based Jason Bazar and Brian Kittle, and Chicago-based Thomas Kittle-Kamp, who advises banks, funds, and other capital markets participants on the tax aspects of trading strategies and financial products. In New York, Mark Leeds has a special focus on the tax consequences of over-the-counter derivative transactions, swaps, tax-exempt derivatives, and strategies for efficient utilization of tax attributes whilst Russell Nance practice covers structured finance transactions and financial products. Steven Garden, who sits in the Chicago office, advises clients on matters related to asset-backed securitization financings and cross-border loan sales of several asset classes and CLOs. In San Francisco, Remmelt Reigersman represents high-profile clients in financing transactions, including public offerings and private placements of equity, debt, and hybrid securities, as well as structured products whilst David Goett supports banks with the tax aspects of US and international capital market offerings. In Charlotte, Brennan Young focuses on the US federal income consequences of securities offerings including debt, equity offerings and structured products.

Responsables de la pratique:

Jason Bazar; Brian Kittle; Thomas Kittle-Kamp


Autres avocats clés:

Mark Leeds; Remmelt Reigersman; Russell Nance; Steven Garden; David Goett; Brennan Young


Les références

‘The Mayer Brown financial products team is consistently innovative. When issues arise that could impair the economics of the deal, they show up with several alternative strategies for achieving the ultimate objective. they have a deep understanding of the economics of the transactions and do not get hung up on the path that was anticipated prior to the presentment of obstacles.’

‘Mark Leeds in particular is a real asset to their practice. His experience as a banker, general counsel of a credit derivative company and Deloitte partner allow him to see the entire picture. Unlike many other tax lawyers, he has fulsome view of the transaction and is not limited to resolving the issues presented in his practice area.’

Principaux clients

Bank of America Securities / Merrill Lynch


Bank of Montreal


Canadian Imperial Bank of Commerce


Credit Suisse


Goldman Sachs Asset Based Securities


HSBC USA Inc.


JPMorgan Chase Bank


MJX Asset Management LLC


National Bank of Canada


Société Générale


BBVA


Mizuho


Nomura


Principaux dossiers


  • Advised BMO on its registered structured notes program including providing advice connected to the settlement of their structured note issuances.
  • Represented Barclays Capital Inc as initial purchaser, in a new-issue collateralized loan obligation (CLO) transaction managed by Ballyrock Investment Advisors LLC.
  • Represented Wells Fargo Bank, National Association and J.P. Morgan Securities LLC, as underwriters, for the issuance of approximately $1.8 billion in private activity bonds for the first phase of the Pennsylvania Department of Transportation’s Pathways Major Bridge Public Private Partnership program.

A&O Shearman

A&O Shearman advises governments, financial institutions, corporations, insurance companies, funds, and other clients active in the investment sector on the taxation of financial instruments and derivatives, including CLOs, securitizations, and asset repackagings. The team has particular strengths in REITs, structured product issuances, and administrative rulings and controversies. The practice is headed by New York-based Dave Lewis, who has extensive experience advising on general tax aspects of financial instruments and derivatives and in global tax planning and cross-border structures, and Jack Heinberg, whose practice covers domestic and international tax planning, the taxation of financial instruments and derivatives, cross-border financing, CLOs, securitizations, REITS, debt restructurings and other structured finance transactions. Also in New York, John Hibbard and Dustin Plotnick routinely advises on the taxation of capital markets transactions including securitizations, financial instruments and derivatives, cross-border financing transactions, project finance and FATCA. Caroline Lapidus, who is located in Silicon Valley, has expertise in capital markets, including securitizations, financial instruments, CLOs and derivatives, cross-border financing, project finance, asset management and real estate including REIT investments. Following the completion of the firm’s merger with Shearman & Sterling, the team has expanded. Larry Crouch  handles the full spectrum of tax planning matters for domestic and cross-border transactions, with significant experience in transactions involving private equity sellers and buyers. Lorenz Haselberger, who is also based in New York, routinely advises banks, broker dealers, financial exchanges, and sovereign investors, among others, on the tax aspects of financial products, transactions, services, and inbound investments. Washington DC-based Michael Brown has a special focus on a wide range of tax related matters including joint ventures, private equity, hedge fund investments, and the taxation of financial instruments. Andrew Meiser and Daniel Kachmar, who are both based in the New York office, are notable team members.

Responsables de la pratique:

Dave Lewis; Jack Heinberg


Autres avocats clés:

Caroline Lapidus; John Hibbard; Dustin Plotnick; Larry Crouch; Lorenz Haselberger; Michael Brown; Andrew Weiser; Daniel Zachmar


Les références

‘Very responsive; very knowledgeable; very user-friendly; always available.’

‘Timeliness and responsiveness are the cornerstones of A&O’s approach. Collaboration amongst its different practices is also a positive.’

‘The team’s overall legal and market knowledge are understanding are exceptional. The team consistently applies a solutions-based approach to resolving issues.’

Principaux clients

Société Générale


Neuberger Berman


Sound Point Capital Management


CQS


Monroe Capital Management LLC


PIMCO


TD Bank


CIBC


Toyota Motor Credit Corporation


Principaux dossiers


  • Acted for a global institutional alternative investment management firm as the seller and retention holder in a 144A securitization transaction worth of £2.1 billion, backed by non-conforming owner-occupied and buy-to-let mortgages in a repackaging of four previous securitizations.

Dentons

The team at Dentons, headed by New York-based Marshall Feiring and Ryan Zucchetto, focuses on the tax implications of swaps and other financial products as well as debt and equity issuances both in and outside the US. Feiring’s practice covers loan and REMIC agreement modifications and liquidations as well as structuring on and offshore REIT-TMP and other non-REMIC vehicles for securitizing loans and distressed REMIC regular interests, financing servicing advances, and synthetic credit default swap. Zucchetto represents both issuers and underwriters in residential mortgage-backed securities transactions involving both performing loans and non-performing loans, as well as other mortgage-related asset classes and other asset classes such as auto loan receivables. Joseph Benavides plays an instrumental role in the team, focusing specifically on tax planning for structured real estate transactions.

Responsables de la pratique:

Marshall Feiring; Ryan Zucchetto


Autres avocats clés:

Joseph Benavides


DLA Piper LLP (US)

DLA Piper LLP (US)‘s transactional and asset management group advises fund sponsors, investment advisors, and investors focusing on both asset management businesses and complex financial instruments on the technical tax aspects securitization, fund formations, credit fund transactions, cryptocurrencies and NFTs, and products related to renewable energy. The team has specific expertise in dealing with the tax complexities of financial products relating to publishing rights and television royalties in the media and entertainment space. The team is headed by New York-based Gerald Rokoff who has extensive experience advising clients on identification and implementation of tax-efficient structures and has structured investments for clients active across a broad range of industry sectors including real estate, sports and entertainment, debt and equities, operating businesses, and alternative investments. Witold Jurewicz’s practice covers US and international taxation, focusing specifically on tax-efficient structures for non-US operations and investments, tax treaty planning, and US and international tax reporting and compliance. In Chicago, Aalok Virmani advises investment fund sponsors on federal income tax matters and Thomas Geraghty has specific expertise in variable and fixed-rate notes, collateralized debt obligations, and other capital market transactions. In Boston, John Wei advises on tax issues related to insurance company and product taxation, CLOs, and securitizations.

Responsables de la pratique:

Gerald Rokoff


Les références

‘I work with Jerry Rokoff (partner) and John Wei (associate) at DLA Piper. This is a very responsive team. They are up to date with market trends, they are quick to reply and will back their judgment if the matter is opinion able.’

‘We are very happy with our DLA team. They have consistently provided us with excellent, thorough, solutions-focused tax support in the private credit space. They are extremely knowledgeable and creative. They keep us updated on new developments and are very practical in providing advice. They have a very good understanding of our needs and their work very efficiently to scale the advice according to our needs.’

‘John Wei is exceptional. He is our go to person for anything tax related. He is very highly regarded and known in our organization and people value his opinion. He knows how to explain complicated tax matters according to his audience. He works very well with Gerald Rokoff and the rest of the DLA team and that is extremely important as we trust him as our go to person. Gerald Rokoff is our longest relationship at DLA and oversees our engagement. We appreciate that he is deeply connected within the industry and understands our organization. He knows how to right -size his advice and also to staff our account with the right people at DLA.’

Principaux clients

Sara Capital Partners


HarbourView Equity Partners, LLC


Hayfin Capital Management LLP


Concord Music Group, Inc. [Alchemy/Concord Music]


MC Credit Partners LP


Nuveen, LLC


L’Oreal Group


Société Générale [SocGen]


ArrowMark Partners


Sound Point Capital Management, LP


Jefferies Financial Group, Inc.


Five Point Energy LLC


Aligned Energy Holdings L.P.


Sabey Data Center Properties


Compass Datacenters, LLC


Harrison Street Real Estate Capital LLC


Campbell Global, LLC


Hamilton Lane


Mirae Asset Global Investment


Partners Group AG


Harbert Management Corporation


Principaux dossiers


  • Advised Campbell Global, LLC, with tax structuring advice on a timber fund focused on achieving a carbon negative outcome over the life of the fund.
  • Advised Shenkman Capital Management, an investment management company focused on alternative credit solutions withUS$27 billion AUM, on tax aspects of its management of Collateralized Loan Obligations (CLOs) and provided tax opinions related to the restructuring of a number of debt obligations held by CLOs.
  • Representing Concord Music and Alchemy Copyrights, LLC on a range of financing transactions.

McDermott Will & Emery LLP

McDermott Will & Emery LLP advises on asset-backed structures, commercial paper programs, securitizations, credit default swaps, structured products, derivatives and tax-advantaged financings and is particularly active in the energy and insurance sectors. The team also advises investors and fintech and cryptocurrency companies on tax-efficient corporate structuring. The practice is headed by New York-based John Lutz and Washington DC-based Timothy Shuman. Lutz advises major banks on the taxation of sophisticated financial transactions and products such as municipal derivatives, tax-exempt bond securitizations and tax equity structures to fund renewable energy developments. Alongside his broad financial products practice, William Pomierski, who is located in Chicago, also has particular expertise in the derivatives space often advising on a wide range of commodities, along with interest rate, currency, credit default, equity and weather derivatives.

Responsables de la pratique:

John Lutz; Timothy Shuman


Autres avocats clés:

William Pomierski


Principaux clients

Credit Suisse


Bank of America


Capitolis Advisors


Ambridge Partners


Citgo


Argo Blockchain


Insurance M&A deals


Blockchain companies


Principaux dossiers


  • Advised Credit Suisse on the post-acquisition tax integration arising out of the merger between Credit Suisse and UBS.
  • Advising Bank of America on the tax aspects of healthcare receivables financings.
  • Advised Capitolis on the tax aspects of the structuring of its sponsored asset-backed commercial paper programs.

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden, Arps, Slate, Meagher & Flom LLP‘s tax group is well-versed in the taxation issues of a wide range of transactions including tax-free and taxable acquisitions, leveraged buyouts, spin-offs and dispositions, REITs, RICs, Chapter 11 reorganization cases, nonjudicial restructurings and private equity and hedge fund transactions. The practice is headed by New York-based Eric Sensenbrenner who has expertise structuring cross-border investments and capital markets transactions. Nazmiye Gökçebay, also based in New York, has significant experience counseling on capital markets transactions, complex financial instruments, derivatives and securitizations. In Chicago, Nickolas Gianou advises clients on initial public and other debt and equity offerings, REITs, RICs, restructuring transactions, and investments by sovereign wealth funds. Also based in Chicago are notable key members David Polster and Sarah Beth Rizzo.

Responsables de la pratique:

Eric Sensenbrenner


Weil, Gotshal & Manges LLP

Weil, Gotshal & Manges LLP benefits from the firm’s global presence, enabling it to provide multi-jurisdictional tax advice on private equity and funds matters, securitizations, REITS, capital markets, and other financing matters. Practice head Joseph Pari, who is based in Washington DC and New York, has extensive expertise advising on federal income taxation matters. In Washington DC, Daniel Nicholas practice covers worldwide finance, capital markets and derivatives transactions, with a specific focus on debt instruments, asset-based financing transactions and derivatives, international taxation, and taxation of financial products. Also in DC, Graham Magill and Devon Bodoh advise debtors, creditors, and other investors on modifications of debt and debt and equity exchanges whilst David Levy has a special focus on REITs and other real estate-related tax work.

Responsables de la pratique:

Joseph Pari


Principaux clients

Aflac


Credit Suisse


Elanco Animal Health Incorporated


Guggenheim Securities


The Kenan Advantage Group, Inc.


Lendmark Financial Services LLC


Nuveen


OMERS Private Equity


The RMR Group LLC


Service Properties Trust


SVC ABS LLC


WEX Inc.


Principaux dossiers


  • Advised Guggenheim Securities, as underwriter and placement agent, in a $750 million issuance of ABS 144A/Reg S and privately placed notes by Jonah Energy ABS I LLC, secured by proved, developed, and producing oil and gas assets.
  • Advised Service Properties Trust, as sponsor, in its $610.2 million issuance of 144A/Reg S asset-backed mortgage notes backed by commercial real estate properties and triple-net leases by SVC ABS LLC, with Morgan Stanley and Goldman Sachs acting as lead underwriters.
  • Advised Lendmark Financial Services, LLC as sponsor and servicer, in a $350 million 144A/Reg S asset-backed securitization facility by Lendmark Funding Trust 2023-1 backed by a portfolio of personal consumer loans and retail sales finance contracts.