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Crowell & Moring advises domestic and foreign corporations, joint ventures, partnerships, funds, and venture capital investors on federal and state tax aspects of business transactions. Our tax lawyers play an integral part in the firm's transactions practice, often teaming with our corporate lawyers to find innovative, tax-sensitive solutions to satisfy client business needs.

We provide tax planning for every aspect of reorganizations, mergers, acquisitions, and dispositions, debt and equity financings, and other corporate transactions. Our extensive experience includes counseling on taxable and tax-free stock and asset acquisitions and dispositions, divisive reorganizations, and acquisitions involving affiliated groups of corporations filing consolidated returns. We advise on inbound and outbound transactions, transfer pricing matters, and treaty issues. We provide the full complement of transaction-related compensation tax advice, including all types of qualified and non-qualified equity compensation.

We have an active practice providing tax advice to major corporations, joint ventures, partnerships, funds, and venture capital investors on the tax aspects of partnership formation and structuring. Our experience includes drafting LLC and partnerships agreements, analyzing partnership allocations, and structuring "profits interest" or "carried interest" arrangements.

We have participated in numerous public and private securities transactions, many of which include sophisticated financial instruments. We are knowledgeable in the application of the complex interest and original issue discount rules to a wide variety of financial products.

Our tax lawyers are adept at using their skill with IRS administrative practice to find solutions to the biggest tax challenges. Where necessary, we have obtained private letter rulings, pre-filing agreements, and advance pricing agreements to satisfy the need for tax certainty.

We believe in building long-term strategic partnerships with our clients and have developed close relationships with great companies. We invest in client relationships, making it our mission to know our client's business, and are committed to providing creative, long-term solutions to complex tax problems in a cost-effective manner.

Representative Clients

  • Aetna Inc.
  • BAE Systems
  • Credit Suisse
  • Delcan Corporation
  • Enterprise Holdings
  • ICAP
  • Kaman Corporation
  • Occidental Petroleum
  • Open Text
  • QuadraMed
  • Saab AB
  • UBS

Representative Transactions

Transactions on which we have provided tax advice in recent years:

  • Advised a publicly traded software and information management company in its acquisition of a publicly traded, multinational company.
  • Advised a foreign investment fund regarding its investment in a U.S. private equity fund, including application of limitation of benefits article of tax treaty and U.S. income tax and Foreign Investment in Real Property Tax Act (FIRPTA) consequences.
  • Counseled an international airline regarding federal and state income and state sales tax consequences of sale-leaseback of aircraft, including the impact of tax treaties.
  • Completed a tax-free "B reorganization" acquisition of a foreign IT security company.
  • Counseled a broker-dealer on the restructuring of an unconsolidated subsidiary to make use of its net operating loss.
  • Advised a leading high-tech equipment manufacturer concerning the income and sales tax implications of a series of complex domestic and international restructuring transactions.

View More

Biden Win Could Spur Flurry Of Corp. Sales And Recognitions Law360 (August 5, 2020)
Media Mentions
"NOL Carryback Waiver Guidance for Consolidated Groups," Tax Alert (August 4, 2020). Contacts: David B. Blair, Charles C. Hwang, S. Starling Marshall, Eric Homsi
Client Alert/Newsletter
4 Tax Questions To Ask Before Signing An Enviro Settlement (July 27, 2020). Authors: Monty Cooper, and Teresa Abney.
Publications
A Primer On The Tax Credit For Carbon Oxide Sequestration (July 27, 2020). Authors: David B. Blair, David J. Fischer, Teresa Abney, and Carina C. Federico.
Publications
The Glass Ceiling In IP Is Beginning To Fracture, Claims Hall Of Fame Inductee Stanek Rea Intellectual Asset Management (July 17, 2020)
Media Mentions
"Cross-Border Digital Asset Payments: What You Need to Know About Regulations in the U.S. and Canada," Crowell & Moring Webinar (July 16, 2020). Presenters: Michelle Ann Gitlitz, Ambassador Robert Holleyman, Carlton Greene, and Jorge Pesok.
Speech/Presentation
Federal Tax Policy To Watch In The 2nd Half Of 2020 Law360 (July 13, 2020)
Media Mentions
"LB&I Tells Employees to Resume Normal Operations," Tax Alert (July 6, 2020). Contacts: David J. Fischer, Teresa Abney
Client Alert/Newsletter
"Supreme Court Declines Certiorari in Altera, Stock-Based Compensation Cost Sharing Regulations Stand," Tax Alert (June 26, 2020). Contacts: David J. Fischer, Eleanor Moran McWaters
Client Alert/Newsletter
INSIGHT: Impact Of Proposed IRS Regulations Under Section 45Q For Carbon Capture Credit (June 17, 2020). Authors: David B. Blair, David J. Fischer, Teresa Abney, Carina C. Federico.
Publications

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Crowell & Moring LLP is an international law firm with more than 500 lawyers representing clients in litigation and arbitration, regulatory, and transactional matters. The firm is internationally recognized for its representation of Fortune 500 companies in high-stakes litigation, as well as its ongoing commitment to pro bono service and diversity. The firm has offices in Washington, DC, New York, Los Angeles, San Francisco, Orange County, London, and Brussels.

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