Jennifer A. Ray, Partner Washington, D.C.
jray@crowell.com
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, hospitality, investment funds, 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 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 and on audit.

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 a restructuring of its foreign partnership operations.
  • Advising a publicly traded telecommunications company on the tax consequences of a restructuring and consolidation of its foreign operations.
  • Advising leading hospitality companies on tax issues with respect to their loyalty programs.

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. 

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.

Education

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.


Affiliations

Admitted to practice: District of Columbia

Memberships
Member, Tax Law360 Editorial Advisory Board, 2015

Representative Engagements

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

Energy

  • Represented NRG Yield in its acquisition of a 75 percent interest in a portfolio of 12 wind facilities for $210 million (plus assumed share of $193 million of project debt). 
  • Represented NRG Yield, Inc. in its $250 million investment in a partnership with NRG Energy, Inc. to acquire portfolios of distributed and residential solar assets.
  • Represented an independent power developer in the sale of its 25 percent interest in an 800MW gas-fired generation facility in California.
  • Represented the buyer of a 20 MW hydroelectric facility in Pennsylvania.
  • 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

  • The representation of Prime Therapeutics, LLC, a leading pharmacy benefit management company, in the formation of a mail/specialty pharmacy joint venture.
  • 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

  • R3 and a consortium of global financial institutions in their initial collaborative exploration of distributed ledger and blockchain technology, followed by representation of R3 in the largest ever investment in distributed ledger technology from 44 global institutions, including SBI Group, Bank of America Merrill Lynch, HSBC, Intel, Temasek, ING, Banco Bradesco, Itaú Unibanco, Natixis, Barclays, UBS and Wells Fargo.
  • Barclays, Goldman Sachs, HSBC, and Morgan Stanley in their investment in KY3P, IHS Markit’s Know Your Third Party risk management solution.
  • 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.


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Firm News & Announcements

Sep.20.2017 DEAL NOTE: Crowell & Moring Represents KeyStone Solutions Inc. in Merger with Brekford Traffic Safety Inc.
May.23.2017 DEAL NOTE: Crowell & Moring Advises R3 in Largest Ever Investment in Distributed Ledger Technology
Feb.28.2017 Deal Note: Crowell & Moring Client NRG Yield, Inc. Enters into Agreement to Acquire Interests in Solar Generating Facilities from NRG Energy, Inc.
Aug.18.2016 Deal Note: Crowell & Moring Represents REAN Cloud in Acquisition of Opex Software
May.19.2016 Deal Note: Crowell & Moring Represents REAN Cloud in a Strategic Investment from BV Investment Partners and TriCore Solutions, LLC.
May.05.2016 Deal Note: Crowell & Moring’s Team Represents OpenText in its $100 Million Dollar Acquisition of ANXe Business Corp.
Nov.24.2015 Deal Note: Crowell & Moring Client NRG Yield, Inc. Acquires Wind Assets from NRG Energy, Inc.
Oct.16.2015 Crowell & Moring Named a Top Arbitration Firm in Latin America by Latinvex
Apr.13.2015 Deal Note: Crowell & Moring Client NRG Energy and NRG Yield Establish New Residential Solar Partnership
Feb.02.2015 Deal Note: Crowell & Moring Client, Yashi, Inc. Announces Acquisition by Nexstar Broadcasting Group
Jan.02.2015 Crowell & Moring Elects Six New Partners and Promotes Eight Associates to Counsel
Dec.24.2014 Deal Note: Crowell & Moring Represents McBee Strategic Consulting, LLC in sale to Wiley Rein LLP
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