Jennifer A. Ray, Partner Washington, D.C.
Phone: +1 202.624.2589
1001 Pennsylvania Avenue NW
Washington, D.C. 20004-2595

Jennifer A. Ray is a partner in the Tax Group, resident in Crowell & Moring's Washington, D.C. office.

Jen advises clients on tax aspects of corporate and partnership transactions, tax planning matters, and executive compensation and employee benefit issues. She works with clients across a number of industries, with a particular focus on energy, health care, emerging companies, and financial institutions.

Corporate and Partnership Transactions

Jen has experience representing both buyers and sellers on tax aspects of mergers, stock and asset acquisitions, joint ventures, and debt and equity financings. She frequently counsels on structuring of pass-through entities, such as partnerships, LLCs, and S corporations. She has extensive experience drafting LLC and partnership agreements, including "safe harbor" and "targeted capital account" agreements for joint ventures and funds, and structuring carried interest arrangements. Jen advises clients on disguised sale, deemed partnership, and similar issues that arise in connection with transactions.

Frequently, Jen counsels clients in connection with inbound investments into the United States and the optimal structure for conducting business outside of the U.S., including the impact of FATCA and other withholding taxes and tax treaties. She also has significant experience advising clients with respect to dual consolidated loss issues arising from cross-border joint ventures and restructuring of foreign entities.

Tax Planning Matters

Jen counsels companies of all sizes (ranging from emerging companies to Fortune 100 companies) on tax issues arising from internal restructuring and operations. Recent matters include counseling a large food supply company on the partnership mixing bowl issues resulting from a restructuring of its foreign partnership operations, as well as advising a publicly traded telecommunications company on the tax consequences of a restructuring and consolidation of its foreign operations.

She also provides tax counseling and strategic advice for emerging and pre-IPO companies through their life cycles, from choice of entity to engaging in joint ventures to structuring an exit. Recent matters include advising a software and services company on tax information reporting, as well as counseling an automobile fleet leasing company on management of its net operating loss.

Executive Compensation and Employee Benefits

Jen has drafted numerous executive compensation arrangements, including stock option, restricted stock, and profits interest plans and unfunded deferred compensation arrangements, and has advised on the application of Code sections 409A, 280G, and 162(m) to such arrangements. She also represents executives in connection with negotiation of their employment and severance agreements. 

In addition, Jen has advised clients on creation of tax-qualified fringe benefit and reimbursement plans, including travel expense and employee vehicle reimbursement plans. She counsels on withholding and reporting requirements with respect to contractors and employees, especially in the cross-border context.

Public Service

Jen has an active pro bono practice, primarily representing section 501(c)(3) organizations in connection with a number of issues, including seeking tax-exempt status, engaging in joint ventures and managing unrelated business income, and planning for dissolution.


Jen received her A.B. from Princeton University and her J.D., magna cum laude, from Harvard Law School. In law school, she was an executive editor of the Journal of Law and Public Policy.

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