Michael W. Hardgrove focuses his practice on international tax planning, execution and defense strategies related to cross-border reorganizations, intercompany transactions and global business transitions. He advises public and private companies, particularly in the life sciences, industrial products and technology industries on the design and execution of cross-border transactions, including rationalizing legal entities, conversion of business models/supply chains, post-acquisition integration, pre-disposition segregation and intangible property strategies.
Michael helps clients maximize the potential benefits and reduce the excessive costs of their international structures and administrative requirements. He assesses tax exposures, recommends approaches to increase cost efficiency and helps execute the legal steps required to meet the primary objectives of the organization.
He offers clients a proactive methodology that enhances their strategic planning, by advocating value-enhancing positions and advising on alternative approaches to international tax matters. He works with internal legal, tax and finance departments to address the full range of inter-related legal issues relevant to complex international transactions, including defense files, supporting documentation and controversy services.
Michael is a Certified Public Accountant (CPA) and a Certified Management Accountant (CMA). He has taught international taxation courses as an adjunct faculty member in the law school and LLM programs at both the University of Washington and Golden Gate University.
Michael is a speaker on topics such as innovative concepts for international expansion, international structuring and tax planning in Switzerland, international joint ventures and global alignment and integration. He has authored articles for various legal industry publications such BNA Life Sciences Law & Industry Report and Biotechnology Law Report. Additionally, Michael has authored articles on international taxation, intangible property planning, and planning for global expansion for the Journal of Accountancy, International Tax Review, California Bar Journal and the Canadian Tax Foundation.
- Advised a public technology manufacturing company on the structuring and post-acquisition integration, including design and implementation of an internal reorganization and repatriation process, within a new international holding structure, which assisted with the execution of their effective tax rate reduction plan*
- Advised on the tax planning, structuring and post-acquisition integration for a public technology company, related to their IP positioning, reduction of subsidiaries, implementation of a target operating model and reduction of cash-flow impediments*
- Designed and assisted with the implementation of the international expansion for a public life-science company to achieve efficient tax rates, through coordination with their supply-chain systems and the transfer of intangible property*
- Advised a public software company on tax planning for a European structure, with valuation, transfer of intangible property rights and cost-sharing arrangement, including drafting and execution of associated intercompany arrangements and transfer pricing documentation for six countries in Europe*
- Advised a public consumer products company in connection with analysis, filings, and negotiations of a bi-lateral Advanced Pricing Agreement, in connection with IP transfers, with relevant tax authorities*
- Advised public software company in the tax planning around a global mobility program for all non-US employees as part of the acquisition, including equity compensation arrangements, non-US employment agreements, equity grants and employee handbooks*
- Advised a publicly traded global manufacturer, in connection with transfer pricing, tax structuring and principal/hubco implementation, including drafting templates for more than 200 intercompany agreements, as part of their post-2017 US Tax Reform and Europe tax audit defense strategies*
- Represented a public industrial products company in spin-off transactions and an RMT, working with corporate legal, finance and tax departments to execute the separation of more than 250 entities in over 30 countries, including advice, drafting and execution of stock and asset transfers, entity formations and support for intercompany loans and distributions*
- Advised a publicly traded biopharmaceutical company in the re-domicile of the group’s parent entity and the license of group IP into a new European trading company*
- Advised a public telecommunications company in connection with the legal implementation of its global restructuring and transformation project, providing advice and implementation services on intercompany arrangements related to shared services, regional hubco, procurement center and IP licensing*
- Represented a PEF-backed software company in their internal reorganization related to the split-up of their business units to drive operational efficiency and prepare for disposition, which included share and intangible property transfers as well as implementation of new principal/hubco structure and preparation for due diligence in the sale of the segregated business units*
- Advised a PEF-backed software company on three separate acquisition structures and subsequent post-acquisition integration following the design and implementation of their new global operating model, to align with the impacts of 2017 US Tax Reform and European tax audit resolution*
- Advised a construction materials manufacturer on the design and approach to implement a European principal company operating model and legal entity rationalization following acquisitions in the post-2017 US Tax Reform period. Provided legal services supporting the implementation across 42 countries, including coordination with various accounting and legal providers*
- Served as advisor to the CEO of a private chemical manufacturing company on acquisition deal structure and related tax planning of an interest in an Asian joint venture. Subsequently, advised on the negotiation strategy and multi-country tax implications of the gains on disposition and repatriation of sales proceeds*
- Advised on a post-merger legal entity rationalization project covering 35 countries, and reduction in number of entities to 1/3 of original total, including tax due diligence and issue resolution related to deferred corporate maintenance*
*Matter handled prior to joining McDermott.
- Chambers USA, 2015 to 2022
- Legal 500, 2016 to 2022
- Boston Bar Association, member
- Honorary Ambassador to the Greater Zurich Area
Santa Clara University School of Law, JD, 1989
University of Akron, BS, 1982