Counsel Senior

Edward C. Osterberg Jr.

Tax, Tax Transactions & Planning, Energy Taxation

"Ed Osterberg impresses the legal market with his grasp that goes beyond the technicalities of the matter, especially in international tax law, where he is extremely impressive, and in M&A, where he is a leading transactional lawyer."
Chambers USA


Ed Osterberg is a Tax Transactions & Consulting partner in Mayer Brown's Houston office.  His extensive experience includes all areas of business income taxation, with emphasis on corporate and partnership taxation and international transactions.

Ed has advised corporate and individual clients on the federal tax consequences of various transactions, including 1031 exchanges, mergers and acquisitions; tax-free reorganizations; corporate spin-offs and other divestitures; partnerships; foreign operations, including cross-border joint ventures with non-US partners; and inbound investment into the United States by non-US investors.

Chambers USA 2015 refers to Ed as “tremendous” and he is held in high regard for his expertise in international tax transactions.


International Transactions

  • Advised the Government of the United Republic of Tanzania on the structure of its petroleum revenue taxation
  • Advised one of the largest US power companies on a proposed joint venture with a European company to combine worldwide (non-US) energy assets
  • Advised one of North America’s leading providers of natural gas infrastructure in connection with its tax-advantaged repatriation of profits from Canadian subsidiaries
  • Advised a Norwegian company on its US$3.1 billion sale of an interest in oil and gas properties offshore Brazil to a Chinese buyer
  • Advised a Chinese company on its multi-billion dollar acquisition of an interest in oil and gas properties offshore Brazil from a Spanish company
  • Advised an international private equity firm on the sale of Colombian natural gas distribution operations
  • Advised on US tax aspects of formation and operation of Dubai Mercantile Exchange
  • Advised on US tax aspects of US operations of a European consortium
  • Structured purchase of a US company with oil and gas assets in Kazakhstan by a Chinese buyer
  • Served as lead US tax lawyer on a multi-billion dollar acquisition of oil and gas properties offshore Brazil
  • Advised on the $4.4 billion restructuring of a joint venture between a major oil company and a power company covering projects in the US and Canada
  • Advised a nuclear plant supplier on an application for a Pre-Filing Agreement with the Internal Revenue Service to the effect that the company does not have a permanent establishment in the US
  • Participated in tax planning and structuring for power projects in countries around the globe, including: Argentina, Bolivia, Brazil, China, Colombia, Costa Rica, the Dominican Republic, Ecuador, El Salvador, Honduras, India, Mexico, Mozambique, Panama, Peru, the Philippines, South Africa, Trinidad and Tobago, Turkey, and the United Kingdom

Mergers and Acquisitions

  • Advised a Canadian subsidiary of a UK company on multiple acquisitions of US power projects
  • Served as lead tax lawyer on consolidation of three oilfield service companies
  • Developed structures for combination of an oilfield service corporation with a publicly traded partnership
  • Served as lead US tax lawyer in the $4 billion acquisition of Canadian energy company using exchangeable shares
  • Advised a US global engineering, construction, and service company on a possible inversion as a European. company and on the restructure of its worldwide cash management pools to resolve US tax issues


  • Advised a publicly-traded Canadian oil and gas exploration and production company on the US tax consequences of its spinoff of its energy operations in Latin America
  • Served as lead tax lawyer to a publicly-traded entertainment company on its split-off from its publicly-traded parent corporation
  • Structured sale of a Canadian company by a US limited liability company to qualify for treaty relief in Canada
  • Structured sales of US and foreign oilfield service companies to achieve long-term capital gain treatment
  • Served as lead tax counsel to a major energy company in connection with its disposition of a major electric utility company


  • Northwestern University School of Law, JD, cum laude
  • Southern Methodist University, LLM, Taxation
  • Northwestern University, BA

Inscription au Barreau

  • Texas

Engagement professionnel et communautaire

  • President-Elect/Executive Committee: International Fiscal Association USA Branch
  • Fellow: American College of Tax Counsel
  • Adjunct Professor, University of Houston Law Center
  • Advisory Board and Contributing Editor: International Tax Journal
  • Member: Section of Taxation, American, Texas, and Houston Bar Associations
  • United States Reporter: International Fiscal Association's Congresses in Sydney, Australia on taxation of the extractive industries, and in Barcelona, Spain on confidentiality in tax matters
  • Former Chair: Committee on U.S. Activities of Foreigners and Tax Treaties, Section of Taxation, American Bar Association; International Tax Committee, State Bar of Texas
  • Former President: International Tax Forum of Houston
  • Former President: Section of Taxation, Houston Bar Association
  • Founder: State Bar of Texas International Tax Institute, Dallas, Texas
  • Trustee: The Houston Symphony
  • Former Director: Chapelwood United Methodist Church