Tax

Our tax team is involved at every stage of a deal’s life from structuring through implementation. As an integral part of the business transactions practice, we work closely with our counterparts in the Corporate Department to uncover underlying tax benefits and to construct innovative tax strategies. This close involvement helps our clients find ways to increase their overall economic benefit at every stage — helping provide the key to a successful transaction.

Jump to: Why Paul, Weiss? | Our Practice | Clients | Industries | Recognitions | Representative Engagements

Why Paul, Weiss?

Our tax lawyers are integral, front-line players in the strategizing and structuring of crucial transactions often involving billions of dollars. We work closely with the firm’s other esteemed transactional lawyers to create innovative structures to obtain the best fiscally responsible tax advantages for our clients on their most important matters.

We work as trusted counselors to our clients and understand how tax issues fit into the complicated landscape in which they operate. With the exception of a separate employee benefits sub-group, we avoid sub-specialization because we have found that, as generalists, we bring together our diverse experience to develop a unique and more effective approach.

Our tax lawyers are among the most distinguished in the legal marketplace. We are often at the forefront in designing new tax strategies in an ever-changing regulatory landscape, and we proactively seek long-range, strategic solutions for our clients even outside of a transactional setting.

Most important, we are problem solvers. Identifying obscure but potentially costly tax issues is a skill. Solving them in the context of our client’s goals is an art, and it is one that we practice at the highest level.

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Our Practice

Our Tax and Corporate lawyers work closely together on a diversity of transactions in a range of industries and geographies. Together, we have helped:

Financial industry giants raise capital and retool their enterprises;
Major media and entertainment industry players forge new business alliances;
Investors, fund sponsors and managers harmonize tax demands surrounding major fund formations;
Distressed organizations preserve tax attributes in industry-altering corporate restructurings;
Real estate firms navigate the tax-sensitive formation and operation of private and public real estate investment trusts; and
International clients devise structures to minimize tax costs in multiple jurisdictions.

Clients invite us regularly to handle tax implications in corporate transactions of every stripe, 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.

We have a long history of international representations. Our work includes transactions featuring the interplay of the U.S. tax system with the tax systems of virtually every major financial center in Canada, Europe and Asia. To achieve the best results for our international clients, our U.S. tax lawyers work seamlessly with colleagues in our Toronto, London, Tokyo, Hong Kong and Beijing offices.

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Clients

We assist clients worldwide with a broad range of financial transaction requests including cross-border, mergers and acquisitions, spin-offs and partnerships. Some of our representations have included:

Mergers and Acquisitions / Cross-Border

Automatic Data Processing (ADP) Citigroup Carnival Ericsson	Polo Ralph Lauren Infineon Time Warner Cable

Investment Funds

Avenue Capital
CI Capital Partners
Eton Park
Evercore Partners
General Atlantic Partners
Harbinger Capital Partners
Lazard

Kohlberg & Co.
Oak Hill
Oaktree Capital Management
Soros Fund Management
TowerBrook
Wasserstein & Co.
Wellspring Capital

Real Estate

The Lightstone Group Goldman Sachs	Monday Properties SL Green

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Industries

We represent both international and domestic companies across a variety of industries, including:

Investment and commercial banking
Consumer products
Retail and apparel
Energy, power and utilities
Pharmaceuticals and healthcare
Industrials and manufacturing
Media and entertainment

Natural resources
Private equity and hedge funds
Publishing
Real estate
Hospitality and gaming
Technology and telecommunications
Transportation

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Recognitions

Our department is frequently and consistently recognized for its tax work across a range of practice areas. The Tax Department’s advice was recognized by:

Chambers USA
- Leading firm – “(National) Tax: Corporate & Finance” and “(NY) Tax” (2010)
- Four of our Tax Department’s partners are ranked as top practitioners (2010)
Legal 500
- Ranked as a leading firm in “Domestic Tax: East Coast” (2010)
- Five recognized practitioners – “Domestic Tax: East Coast” (2010)
- Two recognized practitioners – “International Tax” (2010)
U.S. News & World Report/Best Lawyers
- Tier 1 firm – “(National) Tax Law” and “(NY) Tax Law” (2010)
International Financial Law Review Americas Awards
- “Restructuring Deal of the Year” – CIFG Holding (2009)
Lexpert
- “Big Deals” – Super Plus Income Fund/Ballard Power System (2009)
The American Lawyer
- “Big Deals” – Sprint/Clearwire (2008)
- “Big Canadian Deals” – Ainsworth Lumber/Recapitalization, Teck Cominco/Fording, Schlumberger/First Reserve/Saxon and Agrium/UAP Holding (2008)

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Representative Engagements

The Paul, Weiss Tax Department brings diverse experience to each tax transaction. As generalists, our lawyers develop innovative solutions to our clients’ requests involving: mergers and acquisitions, spin-off transactions, partnerships and joint ventures, investment funds, cross-border and international, finance and real estate. Representative matters include:

AbitibiBowater
We represented AbitibiBowater in the company’s complex U.S. and Canadian bankruptcy filings involving the restructuring of more than $8 billion of pre-petition indebtedness.

Ad hoc committee of bondholders in Charter Communications
We represented an ad hoc committee of bondholders in Charter Communications on the successful completion of the company’s reorganization and emergence from Chapter 11 protection.

Agrium
We represented Agrium in its unsolicited offer to acquire CF Industries Holdings.

Automatic Data Processing, Inc.
We represented Automatic Data Processing, Inc. (ADP), a leading provider of HR, payroll and benefits administration services, in its acquisition of privately held Workscape, Inc., a leading provider of integrated benefits and compensation solutions and services. We also advised ADP in its acquisition of The Cobalt Group, the leading provider of digital marketing solutions to automotive manufacturers and dealers in North America.

British Telecom
We represented British Telecom in the formation, and later the dissolution of, Concert, a multibillion dollar, cross-border telecommunications joint venture with AT&T. The extensive set of transactions drew upon our expertise in dealing with the peculiar tax issues presented by international telecommunications transactions involving cable, wireless and satellite communications.

Citigroup
We represented Citigroup in its sale of Nikko Cordial Securities, Nikko Asset Management and Nikko Citi Trust in three separate transactions.

Endeavor Talent Agency
We represented Endeavor Talent Agency in its merger with William Morris Agency.

General Atlantic LLC
We represented General Atlantic LLC, together with Kohlberg Kravis Roberts & Co., in the acquisition of 100 percent of TASC from Northrop Grumman Corporation for $1.65 billion. We also advised General Atlantic LLC, and an investor group, in connection with the purchase for $1 billion of a sound national bank from Bank of America N.A., and, separately, in the acquisition from private owners of a business that owns an operates data center, structured as a “real estate investment trust.”

Houghton Mifflin Harcourt Publishing
We represented Houghton Mifflin Harcourt Publishing in its historic agreement on a $650 million recapitalization that strengthens the company’s balance sheet, significantly reduces its debt and provides for substantial new equity investment and greater liquidity for growth.

The Lightstone Group
We represented The Lightstone Group in the acquisition by Simon Property Group, Inc., of the outlet shopping center business of Prime Outlets Acquisition Company, a portfolio company of The Lightstone Group. The transaction is valued at approximately $2.3 billion and includes the assumption of Prime Outlets' existing indebtedness and preferred stock. Prime Outlets is a leading owner, manager, operator and developer of outlet centers in the U.S. and its portfolio includes 22 high quality outlet centers located in major metropolitan markets and popular tourist destinations.

New Dawn Satellite
We represented New Dawn Satellite in the ground-breaking New Dawn satellite project financing.

Oak Hill Capital Partners
As reported in The New York Times, The Wall Street Journal, DealBook, Bloomberg and The Deal, Walgreen Co. acquired Duane Reade Holdings, Inc., the New York-based drugstore chain, from affiliates of Paul, Weiss client Oak Hill Capital Partners in a cash transaction for a total enterprise value of $1.075 billion, which includes assumption of debt. The transaction includes all 257 Duane Reade stores located in the New York City metropolitan area, as well as the corporate office and two distribution centers. We also represented Oak Hill Capital Partners in its separate acquisitions of ViaWest, Inc. and The Hillman Companies, Inc.

R3
We represented R3 in its formation through a spin-out of 75 former Lehman Brothers Holdings professionals.

Religare Enterprises Limited
We represented Religare Enterprises Limited in its acquisition of a majority stake in the management company of Northgate Capital, a leading global private equity and venture capital firm with principal offices in the San Francisco Bay Area and London. Northgate Capital manages a series of venture capital and private equity funds, providing preferred access to high-quality underlying fund and direct investment opportunities with some of the world’s highly respected private equity and venture capital managers. Northgate manages approximately $3 billion for over 400 distinguished institutional and high net worth families and individuals. Terms of the transaction were not disclosed.

Shanghai Shendi Group Co.
We represented Shanghai Shendi Group Co., the PRC state-owned enterprise, in its joint venture contract with The Walt Disney Company to build its first mainland China theme park. Shanghai Shendi Group is a new company set by the Shanghai government and Paul, Weiss acted as its international counsel in its proposed cooperation with Disney in developing a Disney theme park in Shanghai, China. The Shanghai Disney theme park will be the first world-class and Disney branded resort encompassing Chinese and Shanghai characteristics in China. The joint venture, ten years in the making, still needs approval from the relevant government agencies. It is a massively complicated transaction, and Paul, Weiss has been involved from the beginning.

Time Warner
We represented Time Warner on the spin-off of Time Warner Cable.

Viacom
We represented Viacom in its split-up into CBS and Viacom.

The Weinstein Company
We organized The Weinstein Company, which has become the vehicle for the founders of Miramax. We also represented The Weinstein Company in its securitization of future film royalties.

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