Transactional Tax Advice

Davis Polk’s Tax Department is at the helm of innovation, working closely with clients on sophisticated corporate transactions. Our lawyers have far-­reaching experience across the entire tax spectrum and a thorough understanding of evolving trends within the marketplace. Their highly collaborative network maximizes coordination and efficiency for our clients and their U.S., international and cross-­border tax matters.

Our tax lawyers are at the forefront of delivering sophisticated legal advice regarding tax reform, including analyzing the latest developments from the IRS and Treasury.

Mergers and Acquisitions
. Our tax lawyers structure and negotiate many of the most complicated U.S. and international business combinations.

Capital Markets. We advise clients on initial public offerings (including UpC IPOs) and debt financings, as well as hedging and other over-­the-­counter transactions, including equity monetization strategies, tax­efficient share repurchase programs and cross-­border hybrid transactions.

Spin­offs and RMTs. We pioneered numerous techniques for spinoffs commonly used today and have advised on many of the most high-­profile deals to date.

Private Equity. We advise on tax considerations associated with fund formation, structuring of investments, financing for portfolio companies, management compensation programs, recapitalization transactions, disposing of investments through private or public sales and negotiating workouts.

Group Planning. We partner with our clients in group structuring and planning matters, including as to the application of the consolidated return regulations, so called “Granite Trust” planning, cross-border repatriation strategies, tax inversion transactions, planning for the efficient ownership of intellectual property and the potential impact of various tax reform proposals.

Banking and Finance. We are among the world’s most experienced groups in advising borrowers, sponsors, banks and other lenders on tax-­related issues associated with LBOs and other leveraged financings, investment-­grade financings and structured financings. 

Insolvency and Restructuring. Our tax lawyers advise on the tax aspects of major bankruptcy reorganizations, workouts and other restructurings of troubled companies, with particular emphasis on preserving the debtor's net operating losses and other tax attributes, minimizing taxable debt forgiveness income and achieving the optimum tax treatment for the debtor's creditors and shareholders. 

Real Estate. We regularly advise corporate, fund and private clients with respect to real estate transactions. We have represented Morgan Stanley, with respect to Prime Property Fund, and other clients with respect to the formation and operation of private and public REITs, as well as underwriters with respect to numerous REIT capital markets transactions.

Controversy. We represent clients in a wide range of industries in connection with internal risk assessments and investigations, settlements involving billions of dollars and litigation at the federal and state levels.

Recent Recognition

  • Law360 – "Tax Practice Group of the Year," 2017, 2018
  • Global Law Experts – "Tax Law Firm of the Year in New York," 2015, 2017
  • Corporate LiveWire Awards – "Tax Law Firm of the Year," 2015
  • Chambers Global – Tax, Corporate and Finance: USA, Band 1
  • Chambers USA:
    • Tax, Corporate and Finance: Nationwide, Band 1
    • Tax, New York, Band 1
  • Legal 500 U.S.:
    • Tax, Non-Contentious, Band 1
    • Tax, Financial Products, Band 1
    • Tax, International, Band 1

Our tax practice continues to receive recognition for many of the successful representations completed on behalf of our clients, including:

  • "Tax Team of the Year" (Technip’s Combination with FMC Technologies) – 2017 The American Lawyer Transatlantic Legal Awards
  • "Americas Private Equity Tax Deal of the Year" (Pacific Exploration & Production Corp. Restructuring) – International Tax Review 2017
  • "Americas Capital Markets Tax Deal of the Year" (Fhipo's IPO) – International Tax Review 2015
  • "Americas Private Equity Tax Deal of the Year" (Acquisition of GE Capital real estate assets by funds managed by Blackstone) – International Tax Review 2015
  • "Americas Banking Tax Deal of the Year" (Sallie Mae’s Strategic Separation of Navient) – International Tax Review 2014
  • "U.S. Tax Court/Federal Claims Court Firm of the Year" – International Tax Review 2013
  • "Americas Capital Markets Tax Deal of the Year" (High Yield issuance by Linea Amarilla – Estudio Echecopar) – International Tax Review 2013
  • "Americas Media & Entertainment Tax Deal of the Year" (Sale to Comcast of GE’s remaining 49% stake in NBC Universal) – International Tax Review 2013

Recent Notable Transactions

  • Aetna Inc. Advised the company on its SEC-­registered notes offering of $13 billion aggregate principal amount of senior notes in eight series.
  • Baker Hughes. Advised the company on its combination with GE’s oil and gas business.
  • Comcast. Advised NBCUniversal, a division of Comcast Corporation, on its approximately $3.8 billion acquisition of DreamWorks Animation.
  • ConAgra Foods. Advised the company on its $2.7 billion sale of its private label operations to TreeHouse Foods.
  • Exxon Mobil. Advised the company on its acquisition of InterOil Corporation in a transaction worth more than $2.5 billion.
  • Ingram Micro. Advising the company on its $6 billion all­cash acquisition by Tianjin Tianhai Investment Company, Ltd.
  • Lockheed Martin. Advised the company on its agreement to separate and combine its realigned Information Systems & Global Solutions business with Leidos in a $4.6 billion tax­-efficient Reverse Morris Trust transaction.
  • Markit. Advised the company on its all-­share merger of equals with IHS, valued at more than $13 billion.
  • McKesson. Advising the company on its pending information and technology services joint venture with Change Healthcare.
  • PartnerRe. Advising the company on its $6.9 billion acquisition by Exor.
  • Solvay SA. Advising the company on its $6.4 billion acquisition of Cytec Industries Inc.
  • Syngenta. Advised the company on a $43 billion offer by ChemChina to acquire the company. This is the largest transaction ever by a Chinese company outside China.
  • Technip S.A. Advised the company on its $17 billion combination with FMC Technologies.