Mergers, Acquisitions and Divisions

Our transactional tax planning lawyers represent public and private companies, both large and small, in negotiating and structuring acquisitions, divestitures, issuer and third-party tender offers, joint ventures, leveraged buyouts, mergers, recapitalizations, spinoffs and other corporate restructurings. We work to design the most effective structure to accomplish the business objectives of our clients while minimizing overall tax costs.

Private Equity Investment and Fund Formation

We advise individuals and businesses on various aspects of private investment, typically helping with the tax implications – for the management team and other employees – of acquiring shares in the acquiring entity or group; determining the optimum fund and investment structure; minimizing the operating tax costs for the acquiring entity/group and the target group; and taking account of the tax regime in particular jurisdictions. DLA Piper lawyers are knowledgeable in all aspects of fund formation and work with our clients to structure tax-efficient transactions, both at the fund level and the portfolio investment level.

Insurance

DLA Piper advises insurance companies on the tax considerations in a wide range of insurance related transactions including reserve financing transactions (employing alternate structuring techniques), captive insurance arrangements, formation of funds making predominantly insurance-linked investments, structuring catastrophe bonds and event-linked derivatives, side-car investments, segregated cell investments and other equity investments with an insurance component. We advise public and private insurance companies operating in both the life and property and casualty sectors in structuring mergers and acquisitions, financings and restructurings in a tax-efficient manner. We have significant experience advising clients on all aspects of avoiding the creation of a taxable presence in the United States, mitigation of effectively connected income, utilization of tax treaties and favorable law to eliminate incidences of the federal excise tax on insurance premiums and compliance with withholding and reporting obligations, including under FATCA.

Partnerships, LLCs and Syndications

Our lawyers recommend that clients use such pass-through entities as partnerships and limited liability companies in a variety of business contexts, both for individual and for corporate ventures. We are experienced in public offerings and private placements involving a variety of limited partnerships. We are also familiar with the special issues of publicly traded partnerships pass-through status.

Bankruptcies, Workouts and Restructurings

DLA Piper tax lawyers have extensive experience working with our Restructuring group on the unique tax issues of troubled and insolvent corporations and other entities. We advise both debtors and creditors in the acquisition, disposition, restructuring and bankruptcy of financially troubled companies. We meet our clients’ needs by assisting in all phases of a restructuring (both inside and outside of bankruptcy), including advising in connection with debt modifications, planning to manage sales, transfer and employment tax liabilities, interfacing with the IRS and other tax authorities in obtaining rulings and closing agreements as needed and structuring tax efficient reorganization plans (and drafting the related disclosure statements), including evaluating and designing structures to retain tax attributes.

Media, Sports and Entertainment

Our tax lawyers work closely with our attorneys in the media, sports and entertainment sector to provide advice on the tax-related aspects arising in the context of sports team acquisitions and dispositions (and the related intangibles) as well as financings of large public and private sports stadiums and arenas. Our representations have spanned from leagues, clubs and franchise owners to sponsors, investors, banks and other lending entities.

Emerging Growth and Venture Capital

DLA Piper has a substantial emerging growth and venture capital practice devoted to technology companies engaged in such areas as telecommunications, software, hardware and biotechnology. Our tax lawyers advise owners and investors on such tax-planning issues as choice of entity (in order to the best tax and business objectives), utilization of tax attributes, tax-efficient compensation and incentive awards, structuring and implementing financings, and optimum structures for facilitating exit strategies.

Real Estate

DLA Piper advises business clients, including investment banks, opportunity and private equity funds, pension funds, bank affiliates, real estate entrepreneurs, home builders, developers, foreign and domestic investors and real estate investment trusts, in all tax matters affecting real estate. In addition to choice-of-entity issues, we structure low-income housing credit and other tax-favored partnerships, negotiate purchases and sales of individual properties and large portfolios and structure investments by tax-exempt and foreign investors to avoid establishing a US tax nexus. We work closely with our clients in planning tax-deferred like kind exchanges, including parking transactions and reverse exchanges, and in implementing financings and sale-leasebacks.

Leverage Lease and Other Financing Transactions

DLA Piper represents lessors and lessees in structuring both domestic and international leveraged lease transactions of equipment (such as aircraft, railcars and vessels), real estate and power plants. We also draft the documents, including tax indemnity agreements, necessary to ensure that our clients receive their proper tax benefits. In addition, we have experience structuring financing transactions to preserve tax benefits while achieving our clients’ accounting and economic objectives.

Capital Markets, Derivatives, Securitizations and Financial Products

We represent both domestic and international issuers as well as leading securities firms and underwriters in debt and equity capital markets transactions. We also have substantial experience dealing with a broad range of financial products, including options, swaps, notional principal contracts, foreign currency contracts, hedges and collars. We advise on the tax-efficient use of SPVs in securitization transactions and assist in structuring, documenting and executing complex, tax-advantaged domestic and international transactions and products.