Mergers & Acquisitions

Tax-Free Reorganizations

Principal tax partner for reorganization tax opinions involving HMO, healthcare, telecommunications, banking, computer hardware, computer software, computer reseller, biotechnology, internet access provider, e-commerce and other businesses.

Roll-ups involving combination of reorganization and § 351 transactions in publishing, medical and dental practice management, medical device, nursing homes, equipment supply, computer retailer and other businesses.

Other Transactions

Equity carve-outs utilizing A/B stock structure to preserve spin-off potential (including anti-Morris Trust legislation analysis) in credit card servicing, internet and computer software and other business.

Leveraged going private electronics transaction.

Leveraged ESOP acquisition.

Taxable stock purchases involving § 338(h)(10) elections (consolidated subsidiaries and S corporations), installment sale provisions, contingent consideration (including earn-outs), tax representations and indemnities and tax sharing agreements.

Like-kind § 1031 exchange involving publishing assets.

Asset acquisitions involving purchase price allocations, tax representations and indemnities.

§ 382-derived stock lock-up agreements and other "change of ownership" analyses.

Bankruptcy-related acquisitions, including cancellation of indebtedness income, net operating loss carryover and other tax attribute reduction issues.

Roll-ups of corporations, partnerships, limited liability companies and sole proprietorships into master partnerships (§ 721).

International

Representation of U.S. participants in foreign joint ventures in Mexico (electrical generating, telecommunications, port, hotel and water projects), Guatemala (telecommunications), Panama (port), Colombia (electrical generating), Pakistan (electrical generating), Russia (electrical generating), Turkey (electrical generating), Switzerland (pharmaceutical with Dutch branch), EU countries (credit reporting), Japan (electronics), Australia (investment funds) and Taiwan and the Philippines (fast food). Issues include subpart F, § 482, hybrid entities and instruments, foreign tax credit and local withholding.

Structuring wholly owned foreign operations of U.S. taxpayers in Canada (security services), Russia (chemicals export), United Kingdom (genetics), Chile and other South American countries (insurance adjusting) and Malaysia, Thailand and the British Virgin Islands (captive contract manufacturer).

Structuring U.S. operations and investments of taxpayers from Canada (hybrid entity structure), France (wineries, banking) and Hong Kong (internet access provider with PFIC, PHC and FPHC issues in U.S. initial public offering).

Tax-free acquisitions of U.S. corporations by foreign corporations, including offshore holding company "inversions" (§§ 367, 6038B).

Cross-Border Financing

Application of U.S. withholding rules (both old and new) to offshore holders of U.S. equity (including treaty application, international prospectus disclosure and computational matters, particularly relating to PIK preferred).

Debt financings (including portfolio debt exception, "D" rules, withholding and backup withholding, treaty application, Forms W-8BEN, W-8ECI, W-8EXP and W-8IMY and hybrid instruments).

U.S. withholding and investment in U.S. property rules associated with financial guarantees and their restructuring.

Financial Instruments

LYONs, TOPrS, CHEERS, ACES, MIPS, QUIPS evaluation and disclosure as both underwriters' and issuer's counsel (including shelf registrations).

Original issue discount, including applicable high-yield discount obligation, computations and related tax disclosure (also including other time value of money and cross-border and backup withholding issues) in private placements and public offerings.

Debt restructuring, modification and cancellation of indebtedness issues.

Financing trust classification tax opinion.

Tax opinions and tax indemnity agreements in leveraged leasing (including Japanese "double dip" leases).

Tax-Exempt Bonds

Tax opinion as bond counsel for sewage and solid waste disposal facilities and private activity bond refundings.

Borrower's counsel in private activity bonds for educational, hospital, community hospital and manufacturing facilities.

Arbitrage and modification issues in debt restruturings and replacement letters of credit.

Underwriter's counsel in municipal issuances.

Analysis of defaulted CFD bonds, representing new investors or principal landowners.

Arbitrage rebate.

Partnership & Joint Ventures

Tax planning for sports franchise acquisition, operations and stadium finance (issues include passive loss rules, revenue recognition and complex allocation and distribution provisions).

Initial public offering structure (public partner) for various partnerships.

Disguised sale, mixing bowl, nonrecourse debt and allocation issues for domestic telecommunications, oil and gas, windfarm, agricultural and pharmaceutical joint ventures.

Tax advice to principal draftsman of California limited liability company statute.

REIT partnership structures.

Investment Funds

Formation, marketing and operational tax advice for domestic and offshore investment funds (including tax planning for principals).

Representation of U.S. and offshore investors in domestic and offshore funds (issues include effectively connected income, § 897, unrelated business income, venture capital operating company rules and U.S. and foreign withholding).

Venture Capital & Public Offering Negotiation (chapter author: partnership and limited liability company agreements and tax commentary).

Qualified small business stock representations, qualification and rollover rules.

Education

J.D., Harvard Law School, 1976, cum laude

B.S., Stanford University, 1973

Affiliations

Admitted to practice: State of California

Material at this site by or referring to Brian Wainwright:

1. Foreign Tax Credit Changes in P.L. 111-226 (International Tax Bulletin 8/10) [20K]

2. HIRE Act Contains FATCA Provisions Combating Offshore Tax Evasion (International Tax Bulletin 3/10) [17.1K]

3. President's Budget Seeks to Expand or Extend Several Business Tax Credits and Deductions (Tax Bulletin 2/10) [7.3K]

4. IRS Issues Guidance on Extended Net Operating Loss Carryback Period (Corporate Tax Bulletin 11/09) [14.2K]

5. September 16, 2009 Deadline for Advanced Energy Project Credit Applications (Tax Bulletin 9/09) [8.5K]

6. Treasury Opens 'Cash Grant Window' for Renewables (Tax Bulletin 8/09) [9.1K]

7. Guidance on Energy Tax Credit Election (Tax Bulletin 6/09) [17.4K]

8. Debt Relief Provisions of the Stimulus Act (Corporate Tax Bulletin 4/09) [27.5K]

9. Significant Changes to U.S. Taxation of Expatriating Citizens and Long-Term Residents (International Tax Bulletin 3/08) [21.5K]

10. Congress Proposes to Increase Fund Managers' Taxes on Carried Interests (Partnership Tax Bulletin 07/07) [14.4K]

11. IRS Reminds Large Exempt Organizations of Electronic Filing Requirement for May 15 Deadline (Exempt Organizations Bulletin 5/06) [3.6K]

12. New Rules Governing Written Tax Advice (Tax Bulletin 06/05) [9.5K]

13. Partnership Interests Exchanged for Services (Partnership Tax Bulletin 06/05) [23.1K]

14. Prompt Action Required to Avoid Overwithholding for New York Nonresident Partners (State & Local Tax Bulletin 8/03) [6.4K]

15. IRS Adopts 'Check-the-Box' Classification Regulations (12/96) [18.5K]

16. IRS Provides Additional Guidance Regarding Single Member Entities (1/99) [41.5K]

17. IRS Proposes Foreign Partnership Reporting Rules (1/99) [29.1K]

18. IRS Proposes 'Check-the-Box' Classification Regulations (6/96) [13.2K]

19. Tax Treatment of Year 2000 Costs (11/97) [13.1K]

20. Internal Revenue Service Notice 97-26 (4/97) [13.5K]

21. U.S. Treasury Paper on Internet Tax Issues (12/96) [5.6K]

22. Notice 98-11: 'Check-the-Box' and Subpart F (International Tax Bulletin 1/98) [12K]

23. U.S. Withholding Tax Regulations Update (1/99) [11.1K]

24. IRS Provides Guidance on 1996 Foreign Trust Changes (7/97) [66K]

25. International Tax Changes in the Taxpayer Relief Act of 1997 (8/97) [53.6K]

26. Conference Rejects U.S. Senate Treaty Override, Offshore Shareholder Taxation (11/95) [35.9K]

27. 2004 Jobs Act: Overhaul of Tax Shelter Rules (Tax Bulletin 1/05) [12.3K]

28. Impending August 7, 2001 Change to Backup Withholding Rate (7/01) [3.6K]

29. Qualified Small Business Stock Update (9/98) [22.6K]

30. Assistant Secretary (Tax Policy) Weinberger Section 1045 Letter (6/2001) [3.2K]

31. IRS Restructuring and Reform Act of 1998 (8/98) [110K]

32. Morris Trust Repeal Introduced (Corporate Tax Bulletin 4/97) [21.4K]

33. IRS Grants 15-Day Grace Period for 2002 Inversion Reporting (1/2003) [4.7K]

34. Bush Administration Proposes Eliminating Double Tax on Corporate Earnings (1/2003) [20.2K]

35. An Introduction to U.S. Taxation of Corporate Acquistions [3.3K]

36. Applicable Federal Rate (AFR) Material [3K]

37. Section 83 Material [3.5K]

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