Cadwalader, Wickersham & Taft LLP is known for its work on tax-free and tax-efficient M&A structures, which have been utilized by clients in public, domestic and international mergers and acquisitions, spin-offs, inversions, Reverse Morris Trusts, divestitures and joint ventures. The team also has substantial experience designing tax-efficient restructurings and reorganizations involving troubled and insolvent corporations and other entities with a focus on preserving net operating losses and other tax attributes, whether in or outside of bankruptcy. The practice is headed by New York-based Linda Swartz has significant expertise structuring complex global mergers and acquisitions, spin-offs, joint ventures, and restructurings, and on foreign tax planning strategies. Swartz also routinely advises clients on fund structures, financings and derivative transactions. Jon Brose represents investment funds, including hedge funds, funds of funds, and private equity funds, and their managers on all aspects of their businesses, including management entity and fund formation, seeding arrangements, mergers and acquisitions, partnership tax issues, international tax issues, compensation arrangements, and ongoing investment activities and transactions. Also in New York, Gary Silverstein represents issuers, underwriters, insurers and other parties in connection with the tax aspects of mortgage-backed and asset-backed securities, REMICs, CLOs, CRE-CLOs and other debt issuances. Mark Howe, who sits in the New York and Washington DC offices, concentrates his practice on the tax structuring of domestic and offshore investment funds and in the development, structuring, and implementation of a wide variety of financial and derivative products and transactions, such as fixed income, currency, equity, and commodity linked swaps, forwards, notes, options, and similar instruments and transactions, securities and other instruments with embedded derivatives, and hybrid and synthetic products. Andrew Carlon, who joined the New York office in January 2023 from Cravath, Swaine & Moore LLP, advises clients on the tax aspects of mergers and acquisitions and other corporate transactions such as private company acquisitions and dispositions, joint ventures, taxable and tax-free public company transactions, cross-border restructurings, and spin-offs.

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Key clients

  • Aegon Asset Management
  • Alternative Reference Rates Committee and Numerous Global Banks
  • Assured Guaranty Corp. and Assured Guaranty Municipal Corp.
  • Barings
  • Citibank
  • Cybereason Inc.
  • Integrated Whale Media Investments
  • Nearwater Capital
  • U.S. Bank

Work highlights

  • Advising Hong-Kong based Integrated Whale Media Investments in its pending sale of majority ownership in Forbes Global Media Holdings (“Forbes”) to an investor group.
  • Representing Assured Guaranty Corp. and Assured Guaranty Municipal Corp. (“Assured”) in connection with the Commonwealth of Puerto Rico’s restructuring of approximately $73 billion of outstanding bond debt.

Lawyers

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Practice head

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Linda Swartz