Tax
Cross-Border and InternationalMergers and AcquisitionsSpin-off TransactionsPartnerships and Joint VenturesInvestment FundsFinanceReal EstatePaul, Weiss fields one of the most prominent teams of tax attorneys in the country, comprised of accomplished business lawyers with tax expertise who represent clients across the globe. The tone of our Tax Department was set by Randolph Paul, who joined the firm in the post-World War II era after serving as General Counsel to the U.S. Department of the Treasury. He created it as a strong, independent force within the firm, not a mere service department. This vision has remained constant, and members of the Department play a major role in structuring, negotiating and implementing nearly every substantial matter handled by the firm’s diverse transactional practice. This includes some of the most sophisticated U.S., cross-border and international deals being done today.
One of the most valued aspects of our practice continues to be the firm’s dedication to focusing on tax issues at the earliest possible stage of each transaction. While our tax lawyers work closely with our corporate, bankruptcy, real estate, litigation and entertainment lawyers to structure transactions in a tax-efficient manner, we believe that is only the beginning of our job. We focus on finding ways to add value by discovering innovative approaches to reduce the client’s tax burden, thereby increasing the overall economic benefits of the deal and often providing the key to a successful transaction.
Additionally, our lawyers understand that tax planning must be balanced with the other challenges every transaction faces, including operational, accounting, regulatory and financial considerations. Most importantly, we are problem solvers. Identifying obscure but potentially costly tax issues is a skill. Solving them is an art, and it is one that we practice at the highest level.
The Tax Department handles every kind of business transaction, including:
- domestic and cross-border acquisitions, divestitures and spin-offs
- multinational investment and venture capital funds
- financings, including public and private securities offerings
- securitizations, project financings, leveraged leases, and other complex credit transactions
- bankruptcy and insolvency reorganizations and restructurings
- partnerships and joint ventures
- real estate and entertainment transactions and matters.
The firm also does a significant amount of tax controversy and litigation work, usually involving complex or novel legal issues rather than run-of-the-mill audit items. Attorneys in the Tax Department generally avoid narrow sub-specialization (with the exception of a separate employee benefits sub-group). As generalists, we are better able to bring together diverse experience to develop a less obvious, but more effective approach. Our clients are entrepreneurs who participate actively in structuring transactions; as a result they frequently call upon us to develop innovative solutions to unusual problems to enable deals to go forward.
Cross-Border and InternationalIn a broad range of cross-border and international transactions, the Paul, Weiss Tax Department plays a critical role in devising structures that will minimize tax costs in multiple jurisdictions and eliminate tax impediments to the flow of investment capital. Our tax lawyers have participated in the structuring of transactions that involve the interplay of the U.S. tax system with the tax systems of virtually every major financial center in Europe and Asia. This experience stems from a long history of international representations. Members of the Tax Department work seamlessly with our colleagues in the London, Tokyo, Hong Kong and Beijing offices, aided by the firm’s state-of-the-art communications and technology.
Mergers and AcquisitionsOur tax attorneys have gone beyond basic participation to make significant contributions to many major M&A transactions, including the acquisition of Nextel by Sprint, the acquisition of Wasserstein Perella by Dresdner Bank, the Viacom-CBS and Time-Warner mergers, the Sony/BMG transaction, and the acquisition of Adelphia by Time Warner Cable.
In the cross-border M&A arena, representing clients like Citigroup, Carnival, Polo Ralph Lauren and Infineon, we have worked with our corporate colleagues to devise techniques that allow foreign corporations to use their stock as acquisition currency for U.S. targets in transactions that satisfy the securities, business and tax requirements of the U.S. shareholders, while also complying with the sometimes contradictory demands of foreign corporate law. We have similarly devised tax-advantaged means for U.S. companies to acquire foreign enterprises.
Spin-off TransactionsWe have extensive experience in dealing with spin-off transactions and their aftermath, including work on the recent spin-off by ADP of its brokerage service business, Viacom split-up into CBS and Viacom, Time Warner Cable’s spin-off of some of its cable systems to Comcast, the spin-off by Sprint Nextel of its local land line business and the demerger of Thorn-EMI.
Partnerships and Joint VenturesPartnerships and other forms of joint venture can generate complicated tax issues, especially in cross-border situations, and are a particular area of our expertise. For example:
- We organized The Weinstein Company, which has become the new vehicle for the founders of Miramax.
- We devised and implemented a sophisticated joint-venture arrangement for the acquisition and redevelopment of Rockefeller Center by an investor group, with a wide diversity of tax profiles, that included Goldman Sachs, Tishman Speyer Properties, the Agnelli Family and Rockefeller Properties.
- We represented British Telecom in the formation, and later the dissolution of, Concert, a multi billion dollar, cross-border telecommunications joint venture with AT&T. The extensive set of transactions involved highlights our expertise in dealing with the peculiar tax issues presented by international telecommunications transactions involving cable, wireless and satellite communications.
Investment FundsMembers of the Tax Department play a leading role in the firm’s dynamic Investment Funds Practice Group, with particular emphasis on private equity funds, representing clients such as Soros Fund Management, TowerBrook, General Atlantic Partners, Eton Park, Oak Hill Capital Partners, Brown Brothers Harriman, Whitney & Co., Wasserstein & Co. and Lazard.
We have devoted significant attention to harmonizing the tax demands of the array of investors that participate in such funds and have also developed techniques that allow the sponsors and managers of such funds to participate on a tax-advantaged basis.
FinanceThe Tax Department also plays a leading role in developing and implementing complex finance transactions, including structured financings.
Members of our department have recently been involved in a number of innovative securitization transactions, representing clients such as The Weinstein Company in its securitization of future film royalties and Lehman Brothers as lead underwriter in the Dunkin’ Donuts securitization.
Real EstateFinally, the Tax Department works closely with the Real Estate Department on such tax-sensitive transactions as the formation and operation of private and public real estate investment trusts, representing clients such as Berkshire Realty, Goldman Sachs, MeriStar and Simon Properties.