The firm’s practice is comprised of subpractices in transactions, consulting and planning, audits, administrative appeals and litigation, and government relations. Our transactional and consulting tax practices include partners located in four United States offices, the United Kingdom, Germany, France and Belgium. The practice covers nearly every type of business transaction and restructuring, and is internationally recognized as a leader in the field.
Business Combinations and Divestitures
Our lawyers regularly represent clients on the tax aspects of mergers, acquisitions, joint ventures, spin-offs, split-offs and other business combination and divestiture transactions. Such work also regularly involves tax planning and advice relating to post-acquisition integrations and other intercompany restructurings. This work regularly involves a wide range of domestic and cross-border tax structuring and related planning projects.
We represent private funds and their sponsors in connection with fund formations, portfolio investments and disposition transactions. For the past three years, Mayer Brown ranked in the top 10 of “most active law firms by number of funds” in the Dow Jones Private Equity Analyst survey. Mayer Brown lawyers have extensive experience representing both retail and institutional investment funds. Our tax lawyers work with clients in the private equity, infrastructure, real estate, hedge fund, secondary, mezzanine and debt section, as well as offering tax planning advice for hybrid or other bespoke fund structures. We also have considerable experience with various investors going into funds, including ERISA, sovereign wealth funds, pension schemes and listed corporates.
Our tax lawyers are considered leaders in their respective fields and play leadership roles in various tax advisory groups and committees. They are actively involved in assisting with drafting and amending new tax legislation in the key global financial centres where we have offices. Many of Mayer Brown’s tax practitioners have substantial government experience, including positions at the Internal Revenue Service (IRS) and the United States Department of Justice. Members of this group include a former IRS Associate Chief Counsel (Technical), a former IRS Deputy Associate Chief Counsel (International) and Special Assistant to the IRS Chief Counsel, who was in charge of all domestic IRS regulations, rulings and other published guidance. Many of our lawyers also hold leadership roles in various tax advisory groups and committees. We help companies and coalitions develop comprehensive strategies to achieve their tax policy goals. We advise on the potential impact of proposed tax law changes and how to mitigate their effects. We also participate in the drafting and commenting stages with the members and staffs of the House Ways and Means Committee, the Senate Finance Committee, the Joint Committee on Taxation and other legislative and regulatory authorities.
Bankruptcy and Financial Restructuring
We regularly represent creditors, equity investors and debtors in the tax aspects of complex financial restructuring transactions and workouts, pursuant to both bankruptcy proceedings and out-of-court agreements. This experience includes the formation of funds investing in distressed debt instruments and advising funds and other financial institutions regarding investing in, holding and restructuring distressed debt instruments.
We represent issuers, underwriters and placement agents in respect of the tax aspects of all manner of capital market issuances, redemptions, solicitations and restructurings. Our extensive experience includes public and private debt, high-yield debt, bonds, common and preferred stock, options, debentures, equity-linked notes, credit-linked notes, convertible and exchangeable instruments, swaps, forward contracts, collars and various tax-advantage securities.
We represent both banks and borrowers regarding the tax aspects of domestic and cross-border leveraged finance transactions, including term loans, revolvers, delayed draw loans, letter of credit facilities and repurchase transactions (or “repos”). We have significant expertise with respect to LSTA, ISDA and Bond Market Association standard documentation.
Mayer Brown routinely ranks as one of the top securitization firms in the world. Our tax practice has significant experience with all aspects of securitization transactions. We regularly represent clients in all forms of securitization transaction with respect to a wide array of asset classes. Our tax practice frequently covers credit card receivables, auto loans, auto leases, student loans, equipment loans and leases, residential mortgages, commercial mortgages, mortgage servicing rights, servicer advances, trade receivables and leveraged loans. We have also represented clients with respect to less common asset classes, such as structured settlements, tax claims and payday loans.
We regularly advise on the tax aspects of insurance products and insurance-related financial transactions. In the United States, we have a leading offshore insurance practice, representing both insurers and reinsurers. Our work includes the organization and operation of captive insurance companies, catastrophe bond structures, sidecar transactions, XXX structures and life settlement funds. We advise insurance companies regarding the tax consequences of particular life and non-life insurance products, we regularly advise clients with respect to the acquisition of insurance companies, and we also advise on indirect tax aspects of insurance transactions.
We have a leading international tax transactional, planning and consulting practice, advising clients internationally on inbound and outbound tax planning, global reorganizations and restructurings, intangibles, transfer pricing and minimizing of worldwide effective tax rates.
Leasing, Asset Finance and Renewable Energy
Mayer Brown’s tax lawyers represent equity investors, lenders and lessees on all tax matters relating to real and personal property sale-leasebacks, leveraged and single-investor leases, public/private partnership (PPP) and other infrastructure transactions, cross-border and tax-exempt lease transactions, synthetic leases and facility and project financings.
A significant focus of our leasing and asset finance work is in the area of renewable energy. In particular, we advise equity investors, lenders, developers, equipment suppliers and utilities in electric energy projects involving all major renewable resources, including wind, solar, geothermal, hydroelectric and biomass. We are experienced in managing the qualification for and monetization of tax credits (including those provided under IRC sections 45 and 48) and other tax benefits associated with renewable energy projects.
Our tax lawyers, both globally and domestically, represent public and private real estate investment trusts, institutional real estate investors, and real estate fund managers and developers. We also advise as to the structuring of cross-border real estate investments and on indirect tax aspects of real estate transactions.
Employee Benefits and Wealth Management
Mayer Brown's tax lawyers assist with managing the tax components related to a number of employee benefits and wealth management transactions.
Our VAT practice provides advice on a wide range of VAT issues from a planning and transaction perspective. This includes advice on the VAT aspects of financial services and insurance; real estate acquisition, development and investments; business acquisitions and disposals; and international VAT issues.
US State and Local Taxation
Our transactional practice includes the review of proposed transactions, structuring, negotiation, and documentation of transactions, and the oversight of transaction implementation. Our structural planning practice encompasses the evaluation of business operations, the review of legacy tax planning initiatives, multistate filing profiles, credit facilities and corporate structure, and the creation of tax efficiency strategies. We represent taxpayers under audit before administrative review panels, and before tax courts and courts of general jurisdiction.
We regularly represent investment banks in connection with securities and commodities transactions, utility ownership and investment, principal investment in portfolio companies and investment partnerships, contractual relations with counterparties, vendors and clients, and broker-dealer operations; real estate owners and developers in planning property acquisition, ownership, syndication, development, recapitalization and disposition; investment funds in all stages of planning, formation and operation; mass market online, mail order and brick-and-mortar retailers in connection with their day-to-day compliance and operations; and prospective recipients of state and local tax and economic development incentives.
Tauil & Chequer Brazil Practice
Focused on taxation of the oil and gas industry and with a significant practice in M&A and capital markets, Tauil & Chequer Advogados in association with Mayer Brown provides its clients with comprehensive tax consulting and tax planning advice, in addition to representation in administrative and legal proceedings. With extensive experience in all taxation levels–federal, state and local–and a reputation for the international tax practice, the firm has helped clients solve highly complex tax issues.
Acknowledged as one of the best in Brazil, T&C’s international tax practice includes international investment planning, capital import and export and advice on matters relating to expatriates. Our lawyers are familiar with compliance requirements in relation to complex ancillary US obligations, such as FIN 48 and FAS 5, which facilitates communication with, and guidance to, tax departments at the headquarters of multinational companies.
Our team also advises on several tax regimes in relation to direct and indirect taxes and in connection with creating, maintaining and terminating joint ventures, trusts, specific purpose companies (SPC) and negotiating tax clauses in EPC, Construction, Joint Operating and Joint Venture Agreements.
Our team also stands out in negotiations of tax incentives associated with new investments in Brazil and complex corporate restructurings, partial spin-offs, winding up companies and mergers and acquisitions.
- PerAssured Guaranty. We represented Assured Guaranty in its $750 million acquisition of Financial Security Assurance Holdings.
- Caterpillar Inc. We represented Caterpillar Inc. as lead deal counsel for its $8.6 billion acquisition of mining equipment manufacturer Bucyrus International.
- Forest Laboratories. We represent Forest Laboratories in a host of international tax issues.
- Macquarie Group Limited. We advised Macquarie Group Limited with respect to the US federal income tax issues related to the issuance of $400 million of hybrid securities in the form of preferred membership interests issued by Macquarie PMI LLC, a subsidiary of Macquarie Group.
- MetLife Capital. We represented MetLife Capital in the sale/leaseback of a $290 million wind farm in California that received a section 1603 cash grant. This is one of a few 1603 grant-qualifying wind power facilities financed with a lease rather than a partnership structure.
- ProLogis. We represented ProLogis in a tax-free merger of AMB (NYSE: AMB) and ProLogis (NYSE: PLD), creating the pre-eminent global owner, operator and developer of industrial real estate.
- Tessera Solar. We represented Tessera Solar in connection with the tax aspects of the disposition of two separate solar projects, each of which is expected to be eligible for significant federal income tax incentives.
- Transcanada. We represented Transcanada in a $26 billion joint venture with Exxon to build an Alaskan pipeline.
- A leading global healthcare corporation. We advised, structured, and provided project management on its $8 billion internal international restructuring.
- One of the world’s leading nutrition, health and wellness companies. We represented the company in tax matters related to an acquisition.
- A leading private investment firm. We represented the firm in a transaction to provide $500 million financing to a new global specialty finance company whose purpose was to acquire and lease aircraft.
- Numerous non-US financial institutions and national banking and trade organizations. We represent numerous organizations regarding the identification and remediation of cross-border tax concerns pertaining to banking services offered to US persons. We have advised financial institutions regarding the Foreign Account Tax Compliance Act (“FATCA”), including the preparation and submission of comment letters to the US Department of Treasury and the Internal Revenue Service advocating modifications to FATCA guidance issues and meeting with government officials to discuss those comments.
- A wind farm owner/operator. We advise in connection with its financial restructuring, in particular, the restructuring of the company’s tax equity to ensure that the value of the tax benefits (including production tax credits and depreciation) are not lost.