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Cross-Border M&A Tax Planning 2021: Doing Worldwide Deals from the Dining Room


Speaker(s): Andrew F. Gordon, Christopher Trump, Daniel M. McCall, Darren G. Heil, David Dubner, David H. Schnabel, Erin Cleary, Gary Scanlon, Gordon E. Warnke, Jodi J. Schwartz, Joseph M. Pari, Julie A. Divola, Karen Gilbreath Sowell, Kelly E. Madigan, Laura Williams, Lewis R. Steinberg, Mark A. Schneider, Michael B. Shulman, Michael L. Schler, Moshe Spinowitz, Pamela Lawrence Endreny, Phillip Gall, Rachel L. Cantor, Richard M. Casavechia, S. Eric Wang, William A. Curran, William S. Dixon
Recorded on: Mar. 16, 2021
PLI Program #: 314137

Andrew Gordon is a Special Counsel in the Office of Associate Chief Counsel (International).  Prior to joining Chief Counsel, he worked in the M&A group in the Washington National Tax practice of KPMG LLP.  He also previously worked in the tax group at Steptoe & Johnson LLP and clerked at the United States Tax Court. 

Mr. Gordon received his LL.M. in taxation from New York University School of Law and his J.D. from the University of Florida Levin College of Law.


Christopher is the Principal-in-charge of Deloitte’s Washington National Tax - International Tax and Transfer Pricing Services group. 

He regularly advises clients on issues involving foreign currency, loss surrender and utilization, and the design and implementation of principal company structures

He serves multinational companies in a variety of industries specializing in mergers and acquisitions, foreign tax credit planning, financing transactions, repatriation, and the utilization of partnerships in cross-border transactions. 

Prior to joining Deloitte, Mr. Trump was the Assistant to the Branch Chief, Branch 4, in the Office of the Associate Chief Counsel (International) for the Internal Revenue Service.  Mr. Trump also worked in the Office of the Associate Chief Counsel (Passthroughs & Special Industries). 

He is a frequent speaker and is the author of numerous articles on tax planning for U.S. based multinational corporations.


Daniel McCall is the Deputy Associate Chief Counsel (International - Technical).  Mr. McCall oversees the international component of the published guidance program and also assists the Associate in providing legal advisory services on all international and foreign tax matters.

Previously, Mr. McCall served in other capacities in IRS Chief Counsel International, focusing on international mergers and acquisitions. He has also worked in private practice on a wide range of international and corporate tax matters.  

Mr. McCall received his J.D. from the Georgetown University Law Center in 2005 and a Bachelor’s degree from Georgetown University’s Walsh School of Foreign Service, cum laude, in 2001.


Darren Heil is a Managing Director in the Corporate Finance Advisory group of the Investment Bank of J.P. Morgan Securities LLC, where has worked since 2007.  Darren focuses on tax and transaction structuring for securities offerings, financial products and mergers and acquisitions, including spin-offs and split-offs, taxable and tax-efficient acquisitions and cross-border transactions

Prior to joining J.P. Morgan Darren was as a tax attorney at Cravath, Swaine & Moore LLP, where he worked alongside his highly esteemed and more accomplished fellow panelists Lew Steinberg, Will Dixon and David Dubner.

Prior to joining Cravath, Darren attended law school at Georgetown University where he was introduced by Martin Ginsburg to the fascinating puzzle that is U.S. corporate tax

Prior to attending law school, the only interesting thing Darren did was to spend 2+ years as a Peace Corps Volunteer in Nepal, teaching English and managing small-scale infrastructure projects in a Himalayan village.


David is global head of M&A Structuring within the Investment Banking Division.

He advises clients on a range of complex mergers and acquisitions, separations and restructuring transactions, financings and emerging market trends.

Previously, David was co-head of Activism and Shareholder Advisory in the Americas focusing on contested shareholder matters, including shareholder activism, hostile mergers and acquisitions, and environmental, social and governance challenges. He joined Goldman Sachs as an associate in the Corporate Finance Solutions Group in 2006 and was named managing director in 2012 and partner in 2020.

Prior to joining the firm, David worked as a tax attorney at Cravath, Swaine & Moore and as a certified public accountant at Deloitte & Touche.

David serves as a trustee on the Roslyn Public Schools Board of Education.

David earned a BS in Accountancy from

American University in 1997 and a JD from Fordham University School of Law in 2002.


Eric Wang is a member of Sullivan & Cromwell’s Tax Group and concentrates on U.S. tax matters. A partner since 2010, Mr. Wang advises on a broad range of planning and transactional matters for both U.S. and non-U.S. clients. He has advised extensively on cross-border acquisitions and joint ventures, including structuring a number of investments made by private equity and real estate funds worldwide. He also advises on U.S. tax issues relating to tax-sensitive financing structures and novel financial instruments, as well as debt restructurings. In addition, Mr. Wang has represented clients with respect to IRS audits and investigations. Mr. Wang has also advised clients on their response to and compliance with the Foreign Account Tax Compliance Act (“FATCA”) since its introduction in late 2009. He frequently speaks at industry events on a wide range of domestic and international tax matters, including Practising Law Institute. Clients he has advised recently include AB In-Bev, Barclays, BHP, BP, Concho Resources, Enbridge, Goldman Sachs, Rhône Capital and Philips Healthcare.


Erin Cleary is a tax partner and a member of the firm’s Tax Department and Investment Management Group. Her practice focuses on advising private equity and corporate clients on a broad range of M&A transactions, as well as advising sponsors on the formation of U.S. and international private equity funds.

Ms. Cleary is a member of the Executive Committee of the Tax Section of the New York State Bar Association. She is recognized by The Legal 500 US (2019) for her expertise in U.S. and international tax.

Ms. Cleary joined Debevoise in 2008. She received a J.D. magna cum laude from Rutgers School of Law-Newark in 2008, where she was a member of Order of the Coif, editor-in-chief of the Law Review and a recipient of the Alumni Senior Prize. Ms. Cleary received her undergraduate degree with high honors from Douglass College, Rutgers University in 2002.

Ms. Cleary is a member of the Bars of New York and New Jersey.


Gary is a Principal in the International Tax Group within KPMG’s Washington National Tax office.  Gary joined KPMG in August 2019, following his tenure as an attorney-advisor in the Office of the International Tax Counsel at the U.S. Department of the Treasury.

Gary advises clients on U.S. international tax matters, including tax planning with respect to their structures, operations, and transactions.  In particular, he has extensive experience advising on issues relating to disposition and acquisition planning.  More recently, he has focused on helping clients navigate U.S. tax reform, in particular the regimes for Global Intangible Low-Taxed Income (GILTI) and Foreign-Derived Intangible Income (FDII).  In addition to his work at KPMG, Gary teaches a course on Advanced International Taxation for the Graduate Tax Program at Georgetown University.

Prior to joining KPMG, Gary served as an attorney-advisor in the Treasury Department’s Office of Tax Policy from June 2016 until August 2019.  At Treasury, Gary developed and drafted regulations under section 385, regulations implementing the exception for qualified foreign pension funds under the Foreign Investment Real Property Act (FIRPTA), and the notice addressing “Killer B” transactions.  After enactment of the Tax Cuts and Jobs Act (TCJA), Gary also developed and drafted several regulations implementing U.S. tax reform, including regulations implementing the Transition Tax, GILTI, and FDII.  He also represented the United States at the OECD Forum on Harmful Tax Practices (FHTP), including defending the FDII regime at the FHTP.

Prior to joining Treasury, Gary was a senior manager at Ernst & Young, where he advised multinational corporations on international tax planning, with an emphasis on cross-border M&A, repatriation, inversions, post-merger integration, cross-border spins, acquisitions and dispositions, and attribute planning.


Gordon is a leading tax professional skilled in assisting multinationals navigate through the complexities of domestic and international M&A transactions, particularly in light of the evolving global tax environment.  

Background

Gordon is the Principal in Charge of KPMG’s U.S. and Global Complex Transactions Group and Co-Principal in Charge of KPMG’s Washington National Tax M&A group.

Prior to joining KPMG, Gordon was the U.S. and global head of tax at Linklaters LLP, and, prior to that, the U.S. and global head of tax at Dewey & LeBoeuf LLP (as well as its predecessor firm, Dewey Ballantine LLP).

Professional and Industry Experience

Gordon’s primary areas of concentration are U.S. federal income tax considerations relating to domestic and cross-border mergers, acquisitions, spin-offs, divestitures, joint ventures, restructurings, bankruptcy and non-bankruptcy workouts, consolidated returns, and foreign tax credit, basis, earnings and profits and other tax attribute matters. He also has significant experience in the taxation of private equity funds and other collective investment vehicles as well as the taxation of complex financial arrangements and products.

Gordon has been recognized in Chambers USA, Chambers Global, Legal 500 and other publications as a leading tax individual in the United States.

Other Activities

Gordon is currently the First Vice-Chair of the Executive Committee of the New York Bar Association Tax Section and is a former co-chair of the New York State Bar Association Tax Section’s Committee on Reorganizations and Committee on Cross-Border Capital Markets. He is also a former chair of the American Bar Association Tax Section’s Committee on Affiliated and Related Corporations and is on the advisory board of the University of Chicago Tax Conference.

Gordon speaks frequently at professional education programs on federal income tax topics and has written extensively on corporate reorganization and other tax subjects. Among the forums at which Gordon has been a regular speaker are the American Bar Association, the D.C. Bar Association, the Federal Bar Association, the International Bar Association, the International Tax Institute, the New York State Bar Association, the Practicing Law Institute, the Southern Federal Tax Institute, the Texas Federal Tax Institute and the University of Chicago Tax Conference.

Gordon received an LL.B. from the University of Alberta and an S.J.D. from Harvard Law School.


Jodi J. Schwartz is a partner at the law firm of Wachtell, Lipton, Rosen & Katz where she specializes in the tax aspects of the corporate transactions and mergers and acquisitions that are the firm’s primary practice.  She is a magna cum laude graduate of the University of Pennsylvania Law School where she served as an editor of the Law Review and has an LL.M in Taxation from New York University, and an M.B.A. from the Wharton School.  Ms. Schwartz is an Executive Committee member of the New York State Bar Association Tax Section where she was a past Chair.  She is a frequent lecturer and writer on federal income tax issues.


Joseph Pari is Co-Chair of Weil’s Tax Department and is based in New York and Washington, D.C. Mr. Pari has extensive experience advising on federal income taxation of domestic and cross-border mergers, acquisitions, spin-offs, other divestiture types, restructurings, bankruptcy and non-bankruptcy workouts, acquisition financing, and the use of pass-through entities in acquisitive and divisive transactions, with a particular emphasis on corporate tax planning, the utilization of net operating losses, and other tax attributes and consolidated return matters.

Prior to joining Weil, Mr. Pari was National Principal-in-Charge of Washington National Tax at KPMG LLP.

Mr. Pari is on Bloomberg Industry Group's Corporate Taxation Advisory Board and the New York University Institute on Federal Taxation advisory board, and is an adjunct faculty member at the Georgetown University Law Center. He is a frequent speaker on tax issues relating to mergers and acquisitions, spin-offs and other divestitures, corporate tax planning, workouts, and consolidated return matters.

Mr. Pari has served as chair of the Corporate Tax Committee of the American Bar Association Tax Section; council director for the American Bar Association Tax Section’s Corporate Tax Committee, Committee on Affiliated and Related Corporations, and Bankruptcy and Workouts Committee; chair of the American Bar Association Tax Section’s Committee on Affiliated and Related Corporations and its Subcommittee on Consolidated Returns; co-chair of the Federal Bar Association Domestic Corporate Tax Symposia; and member of the advisory boards of the National Foreign Trade Council, Inc. and the Federal Bar Association.

Mr. Pari was named among Who’s Who Legal’s Thought Leaders - Global Elite in 2020 for Corporate Tax. He has also been selected for inclusion in publications including Chambers Global, Chambers USA, Best Lawyers in America, Legal 500 US, Who’s Who Legal, The International Who’s Who of Business Lawyers and Washington D.C. Super Lawyers and Turnarounds & Workouts magazine. Mr. Pari was named Washington, D.C. Tax Lawyer of the Year by Best Lawyers in America in 2012.


Julie Divola leads Pillsbury’s San Francisco Tax practice.  She specializes in tax planning for business and financial transactions, including domestic and cross-border mergers, acquisitions, joint ventures and restructurings.  

Julie is Chair-Elect of the Tax Section of the American Bar Association, a Regent for the American College of Tax Counsel and a Trustee of the American Tax Policy Institute.

Julie serves on the advisory board of the New York University Institute of Federal Taxation, the Bloomberg BNA Corporate Taxation Advisory Board, the ALI-CLE Tax Advisory panel and the editorial board of the Practical Tax Lawyer.  Julie has taught Corporate Tax as a Lecturer at the U.C. Berkeley School of Law and as a Visiting Professor at the U.C. Davis School of Law. 


Julie serves as Secretary for the van Löben Sels/RembeRock Foundation, a private foundation that promotes social justice causes through legal services and advocacy.


Karen Gilbreath Sowell is a principal in Ernst & Young LLP’s National Tax Department. Based in Washington, D.C., Karen serves as a co-leader of the Mergers and Acquisitions group.  A partner since 2001, Karen has advised the firm’s most significant clients on complex transactions, and leads the firm’s practice involving corporate spin-off transactions.

Karen was the US Treasury’s Deputy Assistant Secretary for Tax Policy from July 2007 to January 2009. She worked closely with the leadership of the Treasury Department during the financial crisis. She participated in the legislative process for the Economic Stimulus Act of 2008 and the Emergency Economic Stabilization Act (EESA) of 2008, and played a leadership role in the expedited issuance of important guidance projects directed at economic stabilization. She was co-leader of the Treasury Department’s promulgation of standards for the executive compensation requirements of EESA. She received the Treasury Distinguished Service Award in recognition of her contributions.

Among her other duties as Treasury’s Deputy Assistant Secretary for Tax Policy, Karen worked closely with the Internal Revenue Service to issue a substantial amount of significant regulations, revenue rulings, revenue procedures, notices and other guidance.

Karen first served at the Treasury Department from 1997 to 2001, where she was Associate Tax Legislative Counsel. She was primarily responsible for matters relating to corporate taxation in a period of prolific guidance, including regulations and other guidance governing spin-off transactions, taxable transactions, and the check-the box regime. 

Karen was Chair of the Executive Committee of the Tax Section of the New York State Bar Association in 2018. She is a former chair of the Corporations Committee of the Tax Section of the American Bar Association.

 


Kelly Madigan is the Assistant Branch Chief (Branch 1) in the Office of Associate Chief Counsel (Corporate) at the Internal Revenue Service.  Kelly previously worked in the corporate tax group of Deloitte’s Washington National Tax practice, where she focused on Subchapter C and consolidated return matters.  She advised corporations on domestic and cross-border transactions, including mergers, acquisitions, dispositions, spinoffs, and internal restructurings.  She received her B.A. from the University of Virginia, her J.D. from Emory University School of Law, and her LL.M. in Taxation from Georgetown University Law Center.


Lewis R. Steinberg is Managing Director Mergers and Acquisitions and Head of Structured Solutions in the Global Corporate and Investment Bank of BofA Securities.  Lew joined BofA in May 2015.  Lew focuses on tax, legal and accounting structuring with respect to mergers and acquisitions and selected capital markets transactions.

Prior to May 2015, Lew was Managing Director Mergers and Acquisitions and Head of Strategic Advisory in the Investment Banking Department of Credit Suisse (USA) LLC, which he joined in July 2010.  Prior to Credit Suisse, Lew was Managing Director and Global Head of the Strategic Solutions Group in the Investment Banking Department at UBS Securities LLC.

Until December 2004, Lew was a partner and co-head of the tax department with the New York law firm of Cravath, Swaine & Moore LLP, where he specialized in corporate, partnership and international tax, focusing on mergers and acquisitions, financial products and corporate finance transactions. Lew joined Cravath as an associate in 1984 and was elected partner in 1991.

Lew received his A.B. from Amherst College (Phi Beta Kappa), his J.D. (with honors) from the New York University School of Law, and his LL.M. in Tax, also from NYU. Lew is an Adjunct Professor at NYU, where he has taught since 1993. He is a former Chair of the New York State Bar Association Tax Section and a former co-Chair of the Taxation Committee of the International Bar Association. Lew is a Life Trustee of the NYU School of Law and a Board Chair of the Lar Lubovitch Dance Company.


Mark Schneider is a special counsel with the IRS/Office of Associate Chief Counsel (Corporate).  Prior to his rejoining IRS, Mark was a principal with the national tax office of Deloitte LLP, focusing on corporate tax matters.  


Michael L. Schler is Of Counsel and a retired tax partner in the New York City law firm of Cravath, Swaine & Moore LLP.  He practices in the areas of mergers & acquisitions, corporate tax, international tax, consolidated returns, and financial products.

Mr. Schler is a past Chair of the New York State Bar Association Tax Section and is a member of the Executive Committee.  He was the President and is now a Trustee of the American Tax Policy Institute.  He is also the Chair of the New York Tax Forum.  He is a member of the American College of Tax Counsel.  He has been a Consultant to the American Law Institute Federal Income Tax Project on Integration of the Individual and Corporate Income Taxes, and to the Institute’s Project on Taxation of Private Business Enterprises.  He is a past winner of the Chambers USA Award for Excellence in Corporate Tax, and has been recognized as a top rated tax lawyer by Chambers Global, Chambers USA, The Legal 500 and other publications.

Mr. Schler is the author of numerous published articles, including articles on tax reform, BEPS, consolidated returns, spinoffs, section 1032, section 356, tax shelters, and partnership carried interests.  He is a speaker at numerous tax conferences, and was the chair or co-chair of the annual NYC Bar-Penn State Dickinson School of Law m&a tax conference and its predecessor conferences in 1998-2013.

Mr. Schler has degrees from Harvard College (A.B., magna cum laude), Yale Law School (J.D.), and New York University School of Law (LL.M. in Taxation).

 


Moshe Spinowitz advises multinational companies in connection with cross-border mergers and acquisitions, and post-acquisition restructuring and integration transactions.  He also advises clients on a range of tax controversy matters during all phases of IRS audits and appeals.

Moshe Spinowitz’s experience includes advising multinational companies in connection with the integration and restructuring of their operations following large cross-border acquisitions, advising pharmaceutical and technology companies in connection with the structuring of their intellectual property holdings, advising companies in connection with U.S. tax reform, and successfully representing several multinational corporations before IRS appeals in connection with intercompany financing transactions.

Select representations include:

  • Juno Therapeutics in its $9 billion acquisition by Celgene;
  • Clementia Pharmaceuticals Inc. in its $1.3 billion acquisition by Ipsen S.A.
  • Carbonite, Inc. in its $619 million acquisition of Webroot Inc.
  • Gilead in its $11.9 billion acquisition of Kite Pharma and its acquisition of Cell Design Labs for up to $567 million;
  • Biogen, Inc. in the spin-off of its hemophilia business as an independent public company, Bioverativ;
  • Konecranes plc in its acquisition of Terex Corporation’s material handling and port solutions unit for $1.28 billion;
  • Merrimack Pharmaceuticals, Inc. in its sale of cancer treatment drugs Onivyde and generic Doxil to Ipsen S.A. for up to $1.025 billion;
  • PMC-Sierra, Inc. in its acquisition by Microsemi Corporation for $2.5 billion;
  • Qlik Technologies in its sale to Thoma Bravo for $3 billion;
  • Spectra Energy Corp. in its combination with Enbridge Inc. for $28 billion;
  • Tobira Therapeutics in its sale to Allergan for up to $1.7 billion; and
  • Cempra in its combination with Melinta Therapeutics;

Prior to joining Skadden, Mr. Spinowitz served as a law clerk to Judge Michael Boudin on the United States Court of Appeals for the First Circuit, and Justice Antonin Scalia on the United States Supreme Court.


Mr. Schnabel is the chair of Davis Polk’s Tax Department. He advises clients on a full range of transactions, including M&A, spinoffs, financing, PIPEs, partnerships and S corporations, joint ventures, fund formation and inversions. He is a former Chair of the Tax Section of the New York State Bar Association, a member of the Planning Committee of the University of Chicago Law School Tax Conference, a Fellow of the American College of Tax Counsel and a frequent speaker and writer on the tax aspects of M&A and private equity and various tax issues.  


Ms. Williams was appointed Chief of Branch 4 in the Office of Associate Chief Counsel (International) at the IRS in 2019. Branch 4 has primary jurisdiction over cross-border M&A provisions such as section 245A, 367, 1248 and 7874. Prior to joining the Office of Associate Chief Counsel, Ms. Williams was in the International Tax and Transaction Tax Services practice at EY in Washington DC where she assisted clients with international restructurings, including post-M&A integration, tax attribute planning, and international tax accounting matters. Ms. Williams is a certified public accountant (CPA) licensed in the District of Columbia and an attorney admitted to the State Bar of Georgia.


Pamela Lawrence Endreny is a partner in the New York office of Gibson, Dunn & Crutcher. Ms. Endreny represents clients in a broad range of U.S. and international tax matters.

Ms. Endreny’s experience includes mergers and acquisitions, spin-offs, joint ventures, financings and restructurings. She has obtained private letter rulings from the Internal Revenue Service on tax-free spin-offs and other corporate transactions, and has represented clients on matters relating to audits and tax controversies before the IRS.

She also advises on all types of transactions undertaken by private equity funds, hedge funds and family offices, as well as transactions involving asset managers. She has experience with financial instruments and other derivatives and a wide variety of capital markets transactions.

She has been repeatedly selected for inclusion in Chambers USA: America’s Leading Lawyers for Business.

Ms. Endreny is a member of the Executive Committee of the New York State Bar Association Tax Section and Chair of the Financial Institutions & Products Committee at the American Bar Association Section of Taxation. She is also a member of the Tax Forum and Private Investment Fund Tax Forum.

Prior to joining Gibson Dunn, Ms. Endreny was a partner in the New York office of Skadden, Arps, Slate, Meagher & Flom LLP.


Phillip Gall is a Principal in the Partnership Transaction Planning & Economics Group in Ernst & Young LLP’s National Tax Department and is located in New York. He focuses on the taxation of partnerships, joint ventures, and limited liability companies. Phillip has significant experience in the formation, operation, and unwinding of these types of entities for large multinationals and for investment funds in both the international and domestic context.  Phillip is an Adjunct Professor at New York University School of Law, where he has taught partnership tax courses for a number of years, and is a member of the Executive Committee of the New York State Bar Association Tax Section. Phillip has a B.S.B.A., summa cum laude, from Washington University and a J.D., cum laude, and LL.M. (Tax) from New York University School of Law.


Practice

Mr. Shulman is Co-Head of the Tax Group at Shearman & Sterling.  Mr. Shulman represents and advises clients on the tax aspects of a wide variety of business and financial transactions. 

Mr. Shulman works extensively in the areas of corporate acquisitions, dispositions, restructurings and spin-offs.  He also represents regulated investment companies and onshore and offshore investment funds on a broad range of organizational and transactional matters.

Mr. Shulman is the former Chair of the Financial Transactions Committee of the American Bar Association Tax Section and is a member of the Executive Committee of the New York State Bar Association.  Mr. Shulman joined the firm in 1996 and became a partner in 2001.

 

Education

New York University School of Law, LL.M., 1997

Vanderbilt University School of Law, J.D., 1993

University of Chicago, B.A., 1990

 


Rachel Cantor’s practice focuses on the tax aspects of complex business transactions including domestic and cross-border mergers, acquisitions, and leveraged buyouts, as well as joint ventures, recapitalizations and debt and equity restructurings. 

Rachel has worked on numerous private equity, LBO and merger and acquisition transactions ranging from several million dollars to several billion dollars for clients including: Accel KKR, AE Industrial Partners, Audax Group, Levine Leichtman Capital Partners, Madison Dearborn Partners and Wind Point Partners.

Other Distinctions
Recognized by Best Lawyers, Spring 2017 Business Edition, “Women In The Law” for Tax Law

Recognized by Chambers USA in 2017 for Tax Law. Selected as an “Up and Coming” lawyer in 2014 and 2015. The guide calls her a “[r]ising star,” “[s]uper-smart,” has a “very commercial approach to tax problems” and clients say she is “very pragmatic and solution-oriented”

Selected as “MVP of the Year” for Tax Law by Law360 in 2013.

Named to “Chicago’s 40 Under 40” by The National Law Journal in July 2013. 

Selected as one of The Best Lawyers in America for Tax Law in 2013-2018.

Recognized by clients as “really smart, diligent, and pleasant to work with,” Rachel has been recommended for both private equity and tax in The Legal 500 U.S.

Seminars
Rachel presented on the topic:  “The Opague Meaning of US. Property Under Section 956” at The University of Chicago 66th Tax Conference on November 9, 2013.

She has also been a lecturer on a variety of federal tax issues at seminars and conferences, including the Tax Executives Institute, the Chicago Tax Club and the Chicago Kent Federal Tax Institute.

Memberships & Affiliations
Member, The University of Chicago Federal Tax Conference Planning Committee


Richard Casavechia is Managing Director and Head of M&A Structuring at Barclays. Mr. Casavechia regularly advises on all types of complex acquisition and disposition strategies, including taxable and tax-free mergers; spin-offs, split-offs, carve-outs and spin / merge transactions; REIT conversions and spin-offs; MLP simplifications; tax-efficient IPOs; joint ventures and partnerships; tax-efficient share repurchases; structured transactions to hedge (or dispose of) appreciated assets without triggering tax; and cross-border M&A and financing transactions.

Mr. Casavechia is particularly active in the area of corporate separations and cross-border transactions, most recently advising on DTE’s spin-off of the Midstream business, MPC’s sale of Speedway to 7-Eleven, Adevinta’s acquisition of eBay Classifieds Group, Danaher’s acquisition of the BioPharma division of GE Life Sciences, Cox’s sale of a majority interest in Cox Media Group’s broadcast TV stations to Apollo Global Management, Johnson Controls’ sale of Power Solutions business to Brookfield, VF Corporation’s tax-free spin-off of its Jeanswear business, Perrigo’s tax-efficient separation of the Prescription Pharmaceuticals business, Tenneco’s acquisition of Federal-Mogul, KAR Auction Services spin-off of Insurance Auto Auctions, CVS Health’s acquisition of Aetna, Aptiv’s spin-off of Delphi Technologies, NXP’s acquisition by Qualcomm, Supervalu’s sale of its Save-A-Lot business, Agrium’s combination with Potash, Mattress Firm’s sale to Steinhoff, Hertz’s spin-off of its equipment rental business, Change Healthcare’s combination with McKesson’s Technology Solutions business, HCP’s spin-off of Quality Care Properties, Anheuser-Busch InBev’s acquisition of SABMiller, and The Dow Chemical Company’s separation and merger of its Chlorine Business with Olin Corporation.

Prior to joining Barclays in 2014, Richard was a Managing Director in the Mergers & Acquisitions group at Bank of America Merrill Lynch, primarily responsible for the M&A Structuring practice where he advised on numerous complex and innovative tax-driven transactions, including Rayonier's spin-off of Rayonier Advanced Materials, Windstream's spin-off and REIT conversion, and Penn National Gaming's spin-off of its real estate into Gaming & Leisure Properties. He also advised on Pfizer's tax-free IPO and split-off of Zoetis, Dean Foods' tax-free IPO and spin-off of WhiteWave, Time Warner's spin-off of AOL, J .M. Smucker's acquisition of Folgers from Procter & Gamble, Simon Property Group’s spin-off of Washington Prime Group, Ralcorp's acquisition of Post cereals from Kraft, and Mediacom Communications' redemption of Morris Communications in a cash-rich split-off. Mr. Casavechia was a member of the firm's Fairness Opinion Committee, and also helped coordinate transaction structuring activities for the Global Equities and Equity Derivative businesses.

Prior to joining Bank of America Merrill Lynch in 2006, Mr. Casavechia was Global Head of M&A Tax Advisory for JP Morgan (1997-2006) and also worked as a tax attorney, most recently for Cahill Gordon & Reindel. Before entering private practice, he was a law clerk for the Honorable Stephen S. Trott on the United States Court of Appeals for the Ninth Circuit.

Mr. Casavechia earned a J.D. from Harvard Law School and a B.A. in economics (Phi Beta Kappa) from Wesleyan University.


Will is an investment banker and Managing Director at Citigroup Global Markets Inc., where he focuses on tax-advantaged domestic and cross-border M&A transactions, capital structure solutions and financings for public and private companies.  He also is a member of the firm’s Fairness Opinion Committee. 

Will has served as an adjunct assistant professor at Brooklyn Law School and taught classes on the taxation of securities and derivatives and the taxation of partnerships.  He has also taught as an adjunct at the Peter J. Tobin School of Business at St. John’s University and has given guest lectures for classes at Harvard Law School and NYU’s Leonard N. Stern School of Business.

Will currently serves on the Board of Directors of the International Tax Institute, is a member of the New York Steering Committee of the International Fiscal Association, and was formerly Chair of the U.S. Activities of Foreigners and Tax Treaties Committee of the ABA’s Section of Taxation.  He is sldo a former John S. Nolan Fellow and also served on the ABA’s Task Force on International Tax Reform.  Will speaks frequently about Federal income tax matters. 

Prior to joining Citigroup, Will was a Senior Attorney at Cravath, Swaine & Moore LLP, a law firm in New York City; he earned his J.D. (magna cum laude) from Boston University School of Law. 

 


Mr. Curran is a partner in Davis Polk’s Tax Department. He regularly advises public and private clients on federal income tax aspects of domestic and cross-border mergers, acquisitions, dispositions, joint ventures and spinoffs. His practice also focuses on cross-border internal group restructurings for multinational corporate groups.