Designed and implemented an omnibus stock plan for the grant of multiple types of equity compensation for a large multinational corporation.

Created a supporting organization that permits an investment company and its clients to carry out their charitable giving under the umbrella of a much larger charity to reduce costs and simplify compliance.

Advised a life insurance company in its private equity investments.

Advised a publicly-traded company in resolution through specialized proceedings of an alleged ‘tax shelter’ transaction.

Assisted a client for two years who is the trustee of a family trust that was created thirty years ago. Among its other assets, the trust owns a controlling interest in a large California ranch, the balance of which is owned outright by the grandchildren and great-grandchildren of the trust's settlor. The trustee has had to balance the competing interests of the beneficiaries in the management of this trust, in connection with his duties to account to the trust beneficiaries, the control of the ranch, corporate management issues and other matters.

Represented a leading Japanese private equity firm in the formation of its $415 million buyout fund.

Assisted a client with the creation of a private foundation which will serve as the centerpiece of the client’s revised estate plan. This project involved organizing a California nonprofit corporation, and preparing and submitting its applications for federal and state tax-exempt status. Also assisted the client with revisions to her estate planning document, and with exercises of powers of appointment over family trusts, to take into account the significant bequests that will now be made to the client’s foundation after her death.

Represented clients before the Department of Labor in audits of employee benefit plans.

Advised a public company in connection with a spin-off transaction and related acquisition, including advice with respect to ruling from the IRS.

Advised McGrath RentCorp in the acquisition of the U.S. and Canadian-based equipment rental business of CIT Group, Inc.

Represented an investment fund in a sizeable leveraged buy-out of a private company.

Advised a private securities and investment banking firm regarding partnership tax aspects of a anticipated roll-up into corporate form and a potential public offering, including structuring an interim private placement.

Represented clients of various ERISA litigation matters, including benefit claims and fiduciary breach, and interpleader actions.

Partners from several offices, including those in our appellate and litigation practice groups, successfully reversed the Tax Court’s opinion in the Eleventh Circuit involving a major transportation company. Thereafter, our tax partners successfully negotiated a global settlement of the issue in mediation proceedings. This case is a landmark, and frequently cited, victory for taxpayers challenging the Service’s use of economic and sham transaction arguments.

Represented a United States corporation in a spin-off of a wholly-owned subsidiary followed by a prearranged acquisition by the former subsidiary of a foreign corporation in exchange for approximately 49% of the outstanding stock of the combined entity.

Assisted clients in the design and administration of non-qualified deferred compensation plans designed to avoid current recognition of income, including an evaluation of the effect of proposed federal tax legislation relating to such plans.

Advised a variety of public REITs, including United Dominion Realty Trust, Essex Property Trust and Glenborough Realty Trust in connection with public offerings, REIT compliance, like-kind exchanges, property contributions and mergers and acquisitions analysis; represented Friedman Billings as lead underwriter in connection with public offerings by Anworth Mortgage Asset Corporation and Novastar Financial, and A.G. Edwards, lead underwriter in connection public offerings by Eastgroup Properties.

Advised PC Mall, Inc. in planning for the initial public offering and anticipated spin-off of eCost.com, Inc.

November 2004 cross-border, tax-free merger of Atrix Laboratories, Inc., a Delaware publicly-traded corporation, into QLT, Inc., a publicly-traded British Columbia corporation.

Assisted clients with ERISA prohibited transaction issues that arise in funds having pension plan investors. This assistance included suggestions as to the structure and design of such funds, as well as disclosure materials and financing and agreement terms that complied with ERISA and protected our clients’ interests. The funds included real estate operating companies (REOCs) and venture capital operating companies (VCOCs), and other funds subject to ERISA. Also, assisted a major financial institution apply to the Department of Labor for an individual ERISA prohibited transaction exemption.

Act as Special Tax Counsel to the Bankruptcy Trustee of Hawaiian Airlines, Inc. in Chapter 11 proceedings.

Represented an issuer of several classes of debt in a securitization of beneficial interests in cash settled life insurance.

Assisted a client whose husband of fifty years passed away in 2001. The couple’s estate plan -- a typical plan -- called for the division of community property between the two spouses on the death of the first spouse, and the creation of various ongoing subtrusts. The couple’s assets were largely comprised of commercial real estate in the Silicon Valley area, which suffered a steep decline in value beginning in 2000. This engagement required complex postmortem tax planning and asset allocation in order to preserve the value of the husband’s federal estate tax exemption.

Advised a U.S. public company on the structuring of acquisitions of U.S. and foreign companies.

Advised a public Australian biotechnology company regarding the structuring and tax aspects of a tax free acquisition, through a U.S. subsidiary, of a U.S. biotechnology company.

Assisted clients to obtain determination letters for qualified 401(k) and pension plans from the IRS under GUST.

Advised a private real estate company in the contribution of a $150 million plus portfolio of real estate assets to the operating partnership of a newly-formed public REIT.

We are assisting the Archdiocese of the Greek Orthodox Church of America as its primary advisor on planned giving. We work with them to establish long term giving programs, as well as consult with them and their various high net worth members providing information on charitable strategies. This work is being done in conjunction with Merrill Lynch and its philanthropic group.

As general tax counsel to Wells Fargo Funds, provide tax structuring and advice regarding the combination of Wells Fargo Funds and Strong Funds, involving all of the Strong Funds and a multitude of Wells Fargo Funds with net asset values of billions of dollars.

Assisted clients on the employee benefits and ERISA aspects of the due diligence, drafting and negotiation of various merger and acquisition agreements, including an evaluation of the scope and magnitude of potential ERISA liabilities.

Represented a private real estate development and operating company in connection with the U.S. tax aspects of a joint venture with a REIT involving a $150 million plus group of commercial properties.

Advised a Japanese company in the structuring and documentation for a Cayman Islands private equity fund and related agreements.

Advised clients as to the current state of ERISA law post-Enron on issues related to the acquisition and holding by employee benefit plans, such as 401(k) plans, of employer securities.

Represented a Japanese technology company in tax planning, structuring and documentation for a complex multi-entity joint venture arrangement with a U.S. company relating to industrial production control software and components.

Obtained private letter ruling from the Internal Revenue Service that deferrals to a client’s governmental plan did not cause current inclusion in the income of employees.

Advised an Israeli corporation on tax issues relating to a U.S. public offering of its shares.