Mayer Brown‘s full-service Tax Transactions & Planning team offers tax transaction advice and planning to major multinational businesses, financial institutions, private funds, trade associations, and other clients at the national, state, and local tax level. We provide effective guidance and creative solutions for both public and private entities and on nearly every type of business transaction and restructuring. We also regularly partner with our International Tax & Transfer Pricing team on tax planning for multijurisdictional, cross-border transactions.
Our team spans the globe, with offices in France, Germany, Singapore, the United Kingdom, and the United States as well as Brazil (through our association with Tauil & Chequer Advogados). We are internationally recognized as a leader in the field and continually ranked by Chambers & Partners, Legal 500, and International Tax Review.
We advise on a broad range of tax matters, including those related to:
Business Combinations and Divestitures
Our team advises on the tax aspects of taxable and tax-free mergers, acquisitions, joint ventures, partnerships, spin-offs, split-offs, and other business combination and divestiture transactions in virtually every industry. Our work involves structuring, tax planning, warranty and indemnification insurance, and advice relating to post-acquisition integrations and other intercompany restructurings.
Our team represents private funds and their sponsors on tax issues in connection with fund formations, portfolio investments, and disposition transactions. We have extensive experience representing all types of investment funds. Our team members work with sponsors of private equity, infrastructure, real estate, hedge, secondary, mezzanine, and debt funds, and we offer tax planning advice for hybrid and other bespoke fund structures. We also have considerable experience advising various types of institutional investors in such funds, including ERISA plans, sovereign wealth funds, pension schemes, and listed corporates.
Bankruptcy and Financial Restructuring
We advise creditors, equity investors, and debtors on the tax aspects of complex financial restructuring transactions and workouts pursuant to both bankruptcy proceedings and out-of-court agreements. We have significant experience in 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 on 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-advantaged securities.
Our team counsels both banks and borrowers on the tax aspects of leveraged finance transactions, including term loans, revolvers, delayed draw loans, letter of credit facilities, and repurchase transactions (“repos”). We have significant experience with LSTA, ISDA, and Bond Market Association standard documentation.
Our tax lawyers have extensive experience in all aspects of securitization transactions with respect to a wide array of asset classes. We cover 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 as well as less common asset classes such as structured settlements, tax claims, and payday loans.
Our team represents 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.
Our global Energy Taxation lawyers have the deep experience, insight, and global reach to address the unique tax needs of participants in the energy sector, including the oil and gas, hydrogen, power and utilities, and renewable energy industries. We provide innovative and efficient tax solutions to equity investors, lenders, developers, equipment suppliers, and utilities on a full range of transactions, including structuring master limited partnerships, private equity and hedge funds ownership and investment issues, domestic restructuring and related planning, mergers and acquisitions, project development, and project finance. We routinely counsel investors and oil and gas companies throughout the oil and gas value chain on upstream, midstream, and downstream activities as well as infrastructure projects. Our lawyers represent clients in the emerging hydrogen energy industry, advising on the tax implications of transactions including upstream hydrogen exploration and production. We also advise on all major renewable resources, including wind, solar, geothermal, hydroelectric, and biomass.
We are experienced in managing the qualification for and monetization of tax credits and other tax benefits associated with renewable energy projects.
Our team advises on the tax aspects of insurance products and insurance-related financial transactions, including the organization and operation of captive insurance companies, catastrophe bond structures, sidecar transactions, XXX structures, and life settlement funds. We advise insurance companies and insureds on the tax consequences of particular life and non-life insurance products as well as warranty and indemnification insurance, also known as representations and warranties insurance in the US, and contingent tax risk policies. We also regularly advise clients on the acquisition of insurance companies as well as the indirect tax aspects of insurance transactions. In the United States, we have a leading offshore insurance practice.
FATCA, Information Reporting and Compliance
Mayer Brown regularly provides advice to US and non-US headquartered global financial institutions regarding their information reporting and US tax withholding obligations, including the US Foreign Account Tax Compliance Act (FATCA), the Qualified Intermediary (QI) regime, and other Automatic Exchange of Information (AEOI) regimes such as the Common Reporting Standard (CRS). We regularly advise US and non-US global and multinational financial institutions regarding the impact of these information reporting and withholding regimes as well as help affected financial entities understand their associated obligations. We work closely with clients to develop reasoned policies and procedures to facilitate information reporting and withholding compliance, including applicable periodic FATCA and QI certification obligations. We have successfully represented clients in front of the US tax authorities on FATCA and QI certification inquiries and US Internal Revenue Service information reporting audits. We have advised non-US governments and banking trade organizations (and their members) on QI, FATCA and other AEOI matters. And we have been instrumental in achieving industry-favorable modifications to the QI regime and the FATCA regulations.
Public Policy, Regulatory & Political Law
Considered leaders in their field, members of our team currently serve in leadership roles of tax advisory groups and committees. We actively assist with drafting and amending new tax legislation in the key global financial centers where Mayer Brown has offices. Many of our team members have substantial government experience, including positions at the United States Internal Revenue Service (IRS) and the United States Department of Justice. We help companies and coalitions develop comprehensive strategies to achieve their tax policy goals. We also advise on how to mitigate the impact of proposed tax law changes. Our team in Brazil offers consulting and tax planning services in operational activities for a variety of industry sectors, including analysis and negotiation of special tax incentives, special customs regimes, and Free-Trade Zone specific rules and advice on social security issues, profit sharing programs, and management incentive plans.
Our team represents public and private real estate investment trusts (REITs), institutional real estate investors, real estate fund sponsors, and real estate developers.
VAT: We advise clients on a wide range of VAT issues from both the planning and transaction perspective, including the VAT aspects of financial services and insurance, real estate acquisition, development and investments, and business acquisitions and disposals.
- 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.