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


Admitted to practice: District of Columbia

Member, Tax Law360 Editorial Advisory Board, 2015

Representative Engagements

Jen has recently provided tax advice in connection with the following matters and transactions:


  • Publicly traded YieldCo in negotiation of partnership to invest in and hold operating portfolios of residential solar assets, including tax-equity financed residential solar portfolios.
  • Solar power generation developers in connection with investment tax credit issues, including qualification of property as "energy property," allocation issues, and avoidance of recapture.
  • Publicly traded exploration and production company with respect to tax issues in connection with potential acquisition of gas field assets.
  • Oil and gas exploration company in structuring and financing a new venture to extract oil from the Alaskan North Slope.
  • Electric power generation company in the acquisition of natural-gas power generation project and entry into joint venture with counterparty to develop project
  • Publicly traded YieldCo in the acquisition of solar projects from a publicly traded seller. 
  • Goldman Sachs in the creation, together with Resource Capital Funds, Pegasus Partners, Traxys, and Carint Group, of a new entity to acquire the Mountain Pass rare earth mining operations of Chevron Mining Inc.
  • Pipeline MLP on tax considerations in ongoing operations.

Health Care

  • Managed care organization in developing tax-qualified travel reimbursement program for employees.
  • Tax-exempt health plan in connection with tax consequences of joint marketing agreement.
  • For profit health plans and other health care delivery entities in structuring joint ventures with tax-exempt entities.
  • Integrated delivery network in consideration of application for tax-exempt status.
  • Hospice in structuring compensation arrangements to doctors.
  • Joint venture HMO in potential restructuring in connection with Affordable Care Act and tax exemption issues.
  • University health system in creation of new fund entities to invest corporate and pension assets.
  • Private equity sponsor in connection with its acquisition of several dermatology businesses.
  • QuadraMed Corporation in asset acquisition of U.S., U.K., and Canada healthcare information technology business from Misys Hospital Systems, a subsidiary of Misys plc.

Financial Institutions

  • Goldman Sachs in connection with the contribution of its REDI business (a software-based execution management system business) to a joint venture.
  • ICAP and its wholly-owned subsidiary Traiana in the sale of an equity stake in Traiana to Bank of America Merrill Lynch, Barclays, Citi, Deutsche Bank, J.P. Morgan, Nomura, and Royal Bank of Scotland.
  • Bank of America Merrill Lynch, Citi, Commerzbank, Goldman Sachs, HSBC, and J.P. Morgan as liquidity providers of FXSpotStream LLC, and the equity holders in creating LiquidityMatch LLC (the parent holding company of FXSpotStream), a majority of which equity holders are also liquidity providers. FXSpotStream provides a multibank spot FX price aggregation service.
  • Bank of America Merrill Lynch, Citi, Credit Suisse, Deutsche Bank, J.P. Morgan, Morgan Stanley, and UBS, among others, in working with IntercontinentalExchange, Inc. to develop its over-the-counter FX clearing service.
  • Bank of America Merrill Lynch, Barclays Capital, Citadel Securities, Citigroup, Goldman Sachs, TD Ameritrade, and UBS in their purchase of a significant equity interest in NYSE Amex options, an options exchange operated by NYSE Euronext.
  • Publicly traded broker dealer on restructuring unconsolidated subsidiary to use net operating loss to offset group's income.
  • Citadel Securities, GETCO, Goldman Sachs, Morgan Stanley, and UBS in their purchase of a significant equity interest in NYSE Liffe U.S., the U.S. futures exchange of NYSE Euronext.
  • ICAP and Traiana in their joint venture with CLS Group to provide trade aggregation services to participants in the over-the-counter FX market, which was supported by Bank of America, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, J.P. Morgan, Morgan Stanley, and Royal Bank of Scotland.
  • Bank of America, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, JPMorgan Chase, Merrill Lynch, and UBS in the creation, together with IntercontinentalExchange, Inc., of ICE US Trust LLC, the first clearinghouse for credit default swaps.

Investment and Private Equity Funds

  • Foreign publicly traded investment fund in structuring of U.S. investments, treaty benefits, withholding issues, and FIRPTA issues.
  • Private equity sponsor in connection with its acquisition of several dermatology businesses.
  • Private equity fund in its $35.5 million stock acquisition of an automotive tuning company and other portfolio companies.
  • State pension fund in making multiple investments in investment funds.
  • Multiple funds and investors in connection with FATCA issues.
  • Multiple fund founders and investors in fund formation activities and negotiation of limited partnership agreements.

Speeches & Presentations

  • "Doing Business in Switzerland," Crowell & Moring, Thompson Greenspon, St. Gallen Bodensee, Vienna, VA (September 15, 2015). Presenters: Morris F. DeFeo Jr. and Jennifer A. Ray.
  • "Recent Developments in Executive Compensation and Worker Classification Audits," Managing Tax Audits and Appeals, Washington, D.C. (October 9-10, 2014). Presenter: Jennifer A. Ray.
  • "Sham Partnerships and Deemed Partnerships," 2014 IRS Administrative Affairs Meeting of Detroit, MI Chapter of the Tax Executives Institute (February 19, 2014). Presenter: Jennifer A. Ray.
  • "State Tax Current Developments & Opportunities: Current Developments in Streamlined Sales & Use Tax Act and the Cloud," Tax Executives Institute, Baltimore/Washington Chapter, Tax Education Day (December 4, 2013). Speaker: Jennifer A. Ray.
  • "Deemed Partnerships," Managing Tax Audits and Appeals, Washington, D.C. (October 3-4, 2013) San Francisco, CA (October 17-18, 2013). Presenter: Jennifer A. Ray.
  • "State Tax Current Developments & Opportunities," Tax Education Day, Tax Executives Institute, Baltimore / Washington Chapter (December 12, 2012). Speakers: Donald M. Griswold, Walter Nagel, Jennifer A. Ray, and Jeremy Abrams.


Client Alerts & Newsletters

In the News

  • Growing IRS Reliance on Informal Guidance Sows Uncertainty
    August 6, 2015 — Law360

    Jennifer A. Ray, a Washington, D.C.-based partner in the firm's Tax Group, discusses with Law360 the impact of funding cuts on the Internal Revenue Service (IRS). The cuts have delayed the IRS' ability to place regulations on controversial tax issues, which leads them to only issue guidance's in the form of notices. However, Ray states, "The notices don't have the force of a full regulation, but sometimes that is all taxpayers have to go on, leaving them uncertain about what the IRS' position is."

  • 20 Percent Additional Tax Applies to Retention Bonus
    May 12, 2015 — Law360

    Jennifer Ray, a Washington, D.C. based partner in Crowell & Moring's Tax Group, discusses the implications of the Internal Revenue Service's recently issued Chief Counsel Advice (CCA) stating that an executive's retention agreement violated Code section 409A[2] and therefore was subject to an additional 20 percent federal income tax. Ray notes that the CCA is "a cautionary tale for companies playing the ‘audit lottery.'"

  • At Some D.C. Firms, More Women Than Men Make Partner
    January 19, 2015 — National Law Journal

    Crowell & Moring managing partner Ellen M. Dwyer is quoted in a National Law Journal article highlighting the trend that women accounted for half or more of new partners at eight of the largest firms in Washington, D.C. This year, three of Crowell & Moring's six attorneys that were promoted to partnership were women, which Dwyer attributes to the firm's long-term campaign of making more opportunities available to women. Washington, D.C.-based tax partner, Jennifer Ray is noted as one of the firm's newly promoted partners.

Firm News & Announcements

Apr.13.2015 Deal Note: Crowell & Moring Client NRG Energy and NRG Yield Establish New Residential Solar Partnership
Jan.02.2015 Crowell & Moring Elects Six New Partners and Promotes Eight Associates to Counsel
Apr.03.2014 Deal Note: Crowell & Moring Represents Client Judith Ripka in Sale of Brand Name and IP
Apr.23.2013 Deal Note: Crowell & Moring Advises on H.I.G.'s Acquisition of Pegasus Financial Services
Jan.26.2012 Crowell & Moring Elects Seven New Partners and Promotes 22 Attorneys to Counsel Positions
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