Corporate Transactions & Finance

Crowell & Moring advises domestic and foreign corporations, joint ventures, partnerships, funds, and venture capital investors on federal and state tax aspects of business transactions. Our tax lawyers play an integral part in the firm's transactions practice, often teaming with our corporate lawyers to find innovative, tax-sensitive solutions to satisfy client business needs.

We provide tax planning for every aspect of reorganizations, mergers, acquisitions, and dispositions, debt and equity financings, and other corporate transactions. Our extensive experience includes counseling on taxable and tax-free stock and asset acquisitions and dispositions, divisive reorganizations, and acquisitions involving affiliated groups of corporations filing consolidated returns. We advise on inbound and outbound transactions, transfer pricing matters, and treaty issues. We provide the full complement of transaction-related compensation tax advice, including all types of qualified and non-qualified equity compensation.

We have an active practice providing tax advice to major corporations, joint ventures, partnerships, funds, and venture capital investors on the tax aspects of partnership formation and structuring. Our experience includes drafting LLC and partnerships agreements, analyzing partnership allocations, and structuring "profits interest" or "carried interest" arrangements.

We have participated in numerous public and private securities transactions, many of which include sophisticated financial instruments. We are knowledgeable in the application of the complex interest and original issue discount rules to a wide variety of financial products.

Our tax lawyers are adept at using their skill with IRS administrative practice to find solutions to the biggest tax challenges. Where necessary, we have obtained private letter rulings, pre-filing agreements, and advance pricing agreements to satisfy the need for tax certainty.

We believe in building long-term strategic partnerships with our clients and have developed close relationships with great companies. We invest in client relationships, making it our mission to know our client's business, and are committed to providing creative, long-term solutions to complex tax problems in a cost-effective manner.

Representative Clients

  • Aetna Inc.
  • BAE Systems
  • Citigroup
  • Credit Suisse
  • Delcan Corporation
  • Enterprise Holdings
  • Gate Gourmet
  • Gerber Scientific
  • Goldman Sachs
  • ICAP
  • Kaman Corporation
  • Open Text
  • QuadraMed
  • Saab AB
  • UBS

Representative Transactions

The range of transactions on which we have provided tax advice in recent years demonstrates the diversity of our experience:

  • Advised a publicly traded software and information management company in its acquisition of a publicly traded, multinational company.
  • Advised a foreign investment fund regarding its investment in a U.S. private equity fund, including application of limitation of benefits article of tax treaty and U.S. income tax and Foreign Investment in Real Property Tax Act (FIRPTA) consequences.
  • Counseled an international airline regarding federal and state income and state sales tax consequences of sale-leaseback of aircraft, including the impact of tax treaties.
  • Completed a tax-free "B reorganization" acquisition of a foreign IT security company.
  • Counseled a broker-dealer on the restructuring of an unconsolidated subsidiary to make use of its net operating loss.
  • Advised a foreign investment fund regarding its investment in a U.S. private equity fund and management company, including structuring carried interest provisions.
  • Advised a leading high-tech equipment manufacturer concerning the income and sales tax implications of a series of complex domestic and international restructuring transactions.