‘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:

• The Procter & Gamble Co. in its $57 billion acquisition of The Gillette Company.
• Pfizer Inc. in its acquisition of Esperion Therapeutics, Inc.
• American Home Mortgage Inc. in its acquisition of APEX Mortgage Capital Inc.
• Pfizer Inc. in its $60 billion acquisition of Pharmacia Corporation
• Quaker Oats Co. in its $13.9 billion acquisition by PepsiCo Inc.
• TeleCorp PCS in Telecorp's $4.7 billion stock acquisition by AT&T Wireless Services Inc.
• Skandia Insurance Company Ltd. in the $1.15 billion sale of American Skandia Inc. to Prudential Financial
• A Special Committee of Houghton Mifflin’s Board of Directors in Vivendi Universal SA’s $1.7 billion acquisition of Houghton Mifflin Co.
• Dianon Systems, Inc. in its $180 million stock-for-stock acquisition of UroCor and
• Bally Total Fitness Holding Corporation in its acquisition of Crunch Fitness International, Inc.

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:

• Goldman, Sachs & Co. in a novel securitization of commercial mortgage loans for Washington Mutual Bank in which the transaction was structured under English law using a Cayman Islands company because U.S. tax issues prevented the desired deal structure.
• UBS in a complex and unusual structure to complete a high-profile securitization of future receivables due under a telecom contract.
• GMAC Commercial Mortgage Corporation in the 99-year lease of the World Trade Center to Silverstein Properties and Westfield America Inc., the largest New York City real estate transaction in recent memory.
• Lehman Brothers Inc. and Goldman, Sachs & Co. in the largest single borrower commercial mortgage loan securitization to date, a $2.55 billion refinancing of the shopping mall portfolio of a REIT, a transaction involving a novel securities payment structure.

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:

• The Official Committee of Unsecured Creditors of Mirant Americas Generation LLC
• The bondholders of British Energy plc in a debt restructuring
• The Committee of Bondholders of Pathmark Stores, Inc., a large supermarket chain located in the eastern United States
• Wakefern Food Corp., a cooperative organization whose members operate ShopRite supermarkets, in the acquisition of 27 stores from bankrupt Big V Supermarkets Inc. for approximately $150 million
• A committee of bondholders of Jazztel PLC, a telecommunications and internet provider, in a debt restructuring.
• Lodgian Inc. and numerous subsidiaries in reorganization cases in the United States Bankruptcy Court for the Southern District of New York
• Bradlees Stores, Inc. and affiliates, a large regional retailer, in their Chapter 11 cases and
• Casual Male Corp. and its affiliates, a national apparel retailer, in their Chapter 11 cases.

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. Recent work in these areas includes representation of:

• Delta Air Lines in its $1.245 billion offering of pass-through trust certificates, proceeds of which were used to acquire equipment notes for 36 Boeing airplanes. The deal was named "US Investment Grade Corporate Bond of the Year" by International Financing Review
• Lehman Brothers in a novel financing deal that enabled Lehman to fund a $1 billion tax-exempt bridge loan to the State of California to cover costs arising out of the State’s well-chronicled energy crisis
• First Union Securities, Inc., Banc of America Securities LLC, and Allen & Company Incorporated on behalf of purchasers in a $180 million high-yield bond offering of 9 1/4 % Gray Communications Senior Subordinated Notes due 2011
• Northwest Airlines in two offerings of pass-through certificates totaling $976,882,000 in connection with the $1.68 billion acquisition of 75 twin-engine aircraft
• UBS Securities LLC as lead manager of the underwriting group in connection with Medallion Financial Corp.’s $40 million follow-on stock offering and
• Credit Suisse First Boston in connection with Orion Refining Corporation’s complex quasi rights offering.

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.