Tax Advice Regarding M+A + Other Corporate Transactions


One of the most important events in a company’s life is acquiring a target company (or getting acquired).

Our tax lawyers carefully guide our clients through the maze of tax rules applicable to mergers and acquisitions. We work closely with the firm’s Corporate Department lawyers in M+A deals to ensure the tax advice squares with the non-tax considerations applicable to these complex transactions.

We represent both domestic and international corporations in structuring and implementing both taxable and tax-free acquisitions and dispositions of stock and assets of public and private companies. This includes big companies buying or merging with big companies, big companies buying or merging with small companies, small companies buying or merging with big companies and small companies buying or merging with small companies.

When our clients need to raise capital, our attorneys also regularly provide advice with respect to corporate finance transactions, in both a domestic and a cross-border context, including private and public offerings of debt and equity securities and financial products.

We advise corporations and private equity funds in connection with strategic and venture capital investments, leveraged recapitalizations and management buy-outs.

We have significant expertise forged during the dot.com years (and continuing today) in tax planning for start-ups and early-stage companies, particularly new media and high-technology companies, including choice of entity, conversions from limited liability companies to corporations, technology licensing, joint ventures and strategic alliances, and financing and going-public transactions.

We are in the thick of the credit crunch with both domestic and international restructuring and bankruptcy assignments. We have substantial expertise with respect to tax concerns arising from corporate restructurings, including tax issues posed by bankruptcy and non-bankruptcy work-outs, such as planning to minimize cancellation of indebtedness income and maximize preservation of net operating losses and other tax attributes and structuring reorganizations of distressed companies on a tax-free basis.

We also regularly advise clients on corporate operational issues, including consolidated return issues, tax accounting issues and tax disclosure issues.

U.S. Subsidiaries of Hampson Industries PLC
Representation of the U.S. operating subsidiaries of Hampson Industries PLC, a U.K. publicly-traded company and global manufacturer and supplier of engineered products to customers in the aerospace and specialist engineering markets, in connection with their out-of-court restructuring and ultimate sale to American Industrial Partners for approximately $44 million.

U.S. News Best Lawyers® Law Firm of the Year 2016
Litigation – Tax


U.S. News Best Lawyers® Best Law Firms 2017
National: Litigation – Tax (Tier 1)
National: Tax Law (Tier 1)
New York: Litigation – Tax (Tier 1)
New York: Tax Law (Tier 1)
Sacramento: Litigation – Tax (Tier 1)
San Francisco: Litigation – Tax (Tier 1)
San Francisco: Tax Law (Tier 1)
Washington, D.C: Litigation – Tax (Tier 2)
Washington, D.C: Tax Law – (Tier 1)


Chambers USA 2017
National: Tax Controversy
California: Tax
New York: Tax


Law360
2013 Tax Practice Group of the Year


Legal 500 US 2016
International: Tax
US Taxes: Financial Products
US Taxes: Contentious
US Taxes: Non-Contentious

Thomas A. Humphreys
Partner
New York
(212) 468-8006

U.S. News – Best Lawyers® Law Firm of the Year 2016
Litigation – Tax

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