‘Highly-service oriented, responsive and pragmatic’,  clients single out the firm’s tax attorneys for their ‘authoritative, astute and sagacious advice’
- Legal 500 US

Cadwalader’s tax practice is notable for its sophistication and diversity. Our Tax Department plays a crucial role in the Firm’s leading mergers and acquisitions, insolvency, securitization, structured products, and corporate finance transactions, represents clients in sizable tax controversies, and also structures complex, tax-advantaged transactions for clients. Having closed numerous complex domestic and cross-border deals, our tax attorneys are recognized for both their original thinking and results-oriented approach.

Mergers & Acquisitions
Our tax lawyers are known for their innovative tax-free and tax-efficient M&A structures, which have been employed in the largest and most complex public mergers and acquisitions, spin-offs, and joint ventures. We also routinely handle acquisition debt and equity offerings as well as more unique financing arrangements. Our recent M&A representations include:

• Towers Watson & Co. in its $435 million acquisition of Extend Health Inc.


• Pfizer on tax issues related to its acquisition of Wyeth, one of the largest and most high profile M&A deals of 2010.


• CVC Capital Partners Group in its bid for Barclays’ iShares unit.


• Special Committee of the Board of Directors of Landry's Restaurants, Inc., a national restaurant, hospitality and entertainment company, in a buyout deal with its Chairman and Chief Executive.


• Celanese Corporation’s sale of its PVOH business to Sekisui Chemical Co. Ltd.


• Cloud Peak Energy Inc. on tax matters in its initial public offering of 30.6 million shares of common stock, and concurrent senior notes offering, and senior secured revolving credit facility.


• The Procter & Gamble Co. in its $57 billion acquisition of The Gillette Company.

Capital Markets
Since our groundbreaking work with the Treasury and the Internal Revenue Service in developing the regime for taxing asset-backed securities, Cadwalader has been the leader in structuring sophisticated tax-advantaged securitization vehicles. Our tax attorneys have had leading roles in virtually every type of mortgage-backed and asset-backed securitization in the market. Cadwalader’s tax attorneys also have extensive experience with other cutting edge capital markets products, including CDOs and other tax-advantaged complex financial products, derivatives and specialized financing and investment vehicles. Our recent representations include:

• Barclays, UBS and others on more than 2,000 structured note issuances with an aggregate face amount of over $1 billion.


• JPMorgan, Citibank, Blackstone, Sankaty, Credit Suisse, Oak Hill, DoubleLine, Goldentree and others on the formation of newly-organized multi-million dollar funds formed and in restructuring several funds, CDOs, and other investment vehicles.


• Goldman Sachs & Co. in the highly publicized securitization of a loan made to Developers Diversified Realty Corp, which was not only the first new issue of CMBS under the TALF program, but the first CMBS deal in over a year.


• Freddie Mac in its first ever multi-family CMBS transaction, a hybrid structure similar to a conventional CMBS transaction with Freddie guaranteeing the senior bonds.


• Bank of America in a $460 million property financing related to 44 office and industrial properties in Florida.


• Principals in the formation of C12 Capital Management LP, an asset management firm that will manage assets, including U.S. residential and commercial mortgage backed securities, of Protium Finance LP, a fund that purchased more than $12 billion of credit market assets from Barclays PLC.


• JPMorgan Private Bank on tax issues with respect to the Blackstone Real Estate CMBS Fund.

Restructurings & Bankruptcies
Cadwalader tax attorneys have extensive experience working with our U.S. and U.K. Financial Restructuring lawyers on the special tax issues of troubled and insolvent corporations and other entities, including preserving debtors’ tax attributes and achieving viable restructurings. Recent matters include representation of:

• LyondellBasell Chemical Company, the world’s third largest independent petrochemical company, in its restructuring.


• The Presidential Auto Task Force, including advising on the bankruptcy filings of General Motors and Chrysler.


• Xerium Technologies, Inc. as debtor’s counsel in its chapter 11 case.


• The Official Committee of Unsecured Creditors of Truvo USA LLC and its affiliates.


• Caribbean Petroleum Corporation as debtor’s counsel in its chapter 11 cases.


• Merrill Lynch as agent lender in BLB/Twin Rivers Casinos chapter 11 cases.


• Lehman as agent lender for approximately $2 billion debt in the Intrawest restructuring.


• Barclays as agent lender for $1 billion debt in the LandSource chapter 11 cases.


• Merrill Lynch Mortgage Capital Inc as a prepetition secured lender to Fred Leighton Holding, Inc.


• Morgan Stanley, JPMorgan and their respective affiliates regarding tax issues relating to the restructuring of secured debt of Capital Trust Inc.


• Ice Edge Holdings on tax matters relating to its bid to acquire the National Hockey League Phoenix Coyotes franchise.


• Lenders on tax issues in the VeraSun DIP financing matter.


• Creditors regarding tax advice in the restructuring of Heartland Automotive.


• Xerium Technologies in tax matters in its $80 million DIP loan from lenders led by Citigroup Global Markets Inc.


• Black Gaming LLC and eight affiliated debtors in their chapter 11 case.


• CIFG in its settlement with credit default swap counterparties and bondholders.


• JPMorgan Chase Bank, N.A. in connection with the Stations Casino chapter 11 cases as one of two mortgage lenders, and in its participation with Fertitta Gaming as the successful bidder on certain Stations Casino properties.

Tax Controversy
The Firm’s tax controversy practice includes representation of clients before the Internal Revenue Service and in court. Cadwalader has been involved in all areas of dispute resolution within the Internal Revenue Service with respect to both corporate and individual taxpayers regarding return positions and refund claims, including negotiation and settlement at the audit level, protests and conferences at the appeals level, and requests for technical advice at the National Office level. Our tax attorneys appear before the United States Tax Court and the United States Court of Federal Claims. With respect to international tax matters, we have regularly represented clients in tax controversies involving foreign corporations and individuals operating and investing in the United States, and U.S. corporations operating overseas.

Banking & Finance
In addition to our structured finance work, we continually handle debt and equity offerings, a broad range of project financings, and equipment sale-leaseback transactions as well as more unique financing arrangements.

• Lenders on tax issues in the VeraSun DIP financing matter.


• Xerium Technologies in tax matters in its $80 million DIP loan from lenders led by Citigroup Global Markets Inc.

ERISA & Executive Compensation
The Firm’s ERISA and executive compensation attorneys within our Tax Department play an integral role in counseling the Firm’s clients on a wide variety of ERISA, employee benefits and executive compensation matters, most notably ERISA fiduciary responsibilities, prohibited transactions and other plan investment matters, executive and employee compensation, and employment taxes.

The ERISA investment portion of our practice covers advice to managers of plan assets, those who provide financial services to plans, and designers of highly sophisticated investment products for plans. We have achieved numerous landmark ERISA exemptions and interpretations in this area, most notably (but far from exclusively) relating to Capital Markets matters.

The executive and employee compensation portion of our practice includes federal and state tax planning and related disclosures, as well as the design and negotiation of employment agreements. We also design, implement and advise on diverse types of sophisticated, non-qualified deferred compensation plans for executives and have extensive experience with techniques for funding and securing such plans, including rabbi trusts, secular trusts, and split dollar life insurance.