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Pocket MBA Fall 2015: Finance for Lawyers and Other Professionals

 
Author(s): Ziemowit T. Smulkowski, Philip J. Bach, Peter L. Zanolin, Janet Vance, Christopher J. Lallo
Practice Area: Accounting, Corporate & Securities
Published: Nov 2015
PLI Item #: 59009
CHB Spine #: B2201

Background and History

  • Chris Lallo joined the Houston office of Ernst & Young LLP in 2008 and currently leads the Transaction Tax Practice for the Southwest Area.
  • He was formerly a partner at Fulbright & Jaworski LLP.
  • His practice is focused on both domestic and international tax matters with broad-based experience in the area of tax planning related to domestic and cross-border mergers and acquisitions, including taxable and nontaxable transactions, cross-border investments, financing structures, withholding issues, capital market transactions and securities offerings.
  • He is also a past Chair of the Tax Section of the Houston Bar Association.

Representative Experience

  • Significant experience in advising domestic and international energy companies in connection with upstream, midstream, downstream and oilfield service company transactions.
  • Significant experience in mining and other transactions in the natural resources sector.
  • Represents buyers and sellers of public and private organizations in various types of transactions, including cross-border transactions, taxable and nontaxable stock and asset transactions.
  • Represents clients in connection with tax issues related to acquisition financing structures and debt restructuring transactions.
  • Has worked on a significant number of large inbound oil and gas transactions and has advised numerous clients on tax issues associated with inbound investment structures.
  • Has written numerous articles and is a frequent public speaker at professional conferences.
  • Counseled clients in private equity transactions. Represents investors and companies that have been acquired by private equity funds, providing tax counsel on acquisitions and divestures. Provides counsel on tax matters for  both domestic and foreign funds.
  • Counseled clients in international tax planning. Represents clients in connection with global structure planning and business transactions from a tax perspective.
  • Clients include both U.S. and foreign based multinational businesses.
  • Current and past clients include: Apollo Global Management, LLC, Mitsui & Company, Ltd., Marubeni Corporation, SINOPEC International Petroleum Exploration & Production Corporation, CNOOC, Ltd., Linc Energy, Ltd., Parker Drilling Company, Shell Oil Company, Tokyo Gas Company, Ltd. and Korea National Oil Corporation.


Janet Vance is a partner in the New York office of Gibson, Dunn & Crutcher.  Ms. Vance serves on the Compensation Committee and the Finance Committee of Gibson Dunn and she focuses on corporate finance and private equity.  Her experience includes representation of equity sponsors, corporate borrowers and lenders with respect to secured and unsecured lending transactions, loan syndications, fund financings, senior and subordinated debt financings, first lien/second lien deals, mezzanine loans and other banking and credit matters.

Ms. Vance’s clients represent a cross-section of industries, including aerospace, defense, energy, technology, telecommunications, manufacturing, metals and retail.  Ms. Vance is consistently ranked as one of the elite Banking and Finance lawyers in New York by Chambers USA:  America’s Leading Lawyers for Business, Chambers Global:  The World’s Leading Lawyers for Business and The International Who’s Who of Banking Lawyers.  In Chambers, Ms. Vance is praised for “her experience, nuanced approach and technical excellence,” noted as “exceptional in having the business acumen to match her legal competence.  Truly outstanding.” and “When you get to a roadblock, Janet can pause and come back with something creative that no one has thought of and blast through the logjam,” “She has the rare component where she cares about our company and wants us to do well.”

Ms. Vance received her Juris Doctor from the Columbia University School of Law in 1987, where she was a Harlan Fiske Stone Scholar.  Ms. Vance was a judicial clerk to the Honorable Richard Gadbois, Jr. in federal district court in Los Angeles, California, from 1987–1988.  Ms. Vance received her Bachelor of Arts degree in English and Psychology with honors from the University of Pennsylvania in 1984.

Representative Experience

•           Working Capital and Expansion Debt Facilities:  Represents public and private companies as well as portfolio investments for private equity sponsors.

•           Acquisition Financings:  Represents equity sponsors and corporate borrowers in highly leveraged acquisition financings.

•           Restructurings:  Represents financially stressed companies and portfolio investments.

•           Fund Financings:  Represents funds, fund sponsors and lenders in connection with subscription facilities, asset-based facilities, mezzanine loans and joint venture financings.


Pete is Senior Director for Ethics & Compliance at Jabil, Inc, a Fortune 200 global manufacturing solutions provider with over 150,000 employees at 102 locations in 28 countries. Pete is based at Jabil’s headquarters in St. Petersburg, Florida and heads its global investigations. Prior to joining Jabil in June 2017, Pete was a Director at PwC in New York, where he advised cross-industry clients on strengthening their compliance programs. Pete started his career as a prosecutor; first as an Assistant District Attorney in the Brooklyn DA’s Rackets Bureau and then as an Assistant Deputy Attorney General in the New York State Attorney General’s Organized Crime Task Force. Pete then served as Inspector General for New York City’s construction, infrastructure and development agencies. Pete is a graduate of Fordham Law School and Fordham College, and has been proud to co-chair PLI’s Pocket MBA program since 2015.


Ziemowit T. Smulkowski is a partner in the Tax practice at Paul Hastings LLP in the Chicago office. Mr. Smulkowski concentrates his practice in federal income tax issues related to all aspects of private equity backed investments, mergers and acquisitions, venture capital funds, real estate investments, and management compensation. He works extensively with the members of the firm’s Corporate department and its Private Equity and Mergers and Acquisitions practice groups.    

Mr. Smulkowski representative transactions include acquisitions and dispositions of businesses for both financial and strategic investors, cross-border investments, and debt and equity investments in real estate joint ventures. He has also successfully represented senior and mezzanine lenders, sellers of closely held businesses, and management teams in connection with the acquisition or disposition of their employers.

Prior to joining the firm, Mr. Smulkowski worked in the Chicago offices of a multinational law firm for over twelve years and before that Coopers and Lybrand LLP (now known as PricewaterhouseCoopers).

Professional and Community Involvement

  • Mr. Smulkowski serves on the Board of Trustees of Holy Trinity High School
  • Mr. Smulkowski is a frequent speaker on tax related matters

Education

  • Northwestern University School of Law, J.D., 1996
  • Loyola University Chicago, B.A., 1993