Our dedicated corporate reorganization team combines the tax structuring sophistication of our US and International Tax group and the transactional proficiency of our Corporate group. This cohesive team leads vast reorganization projects supported by a web of counsel across employment, benefits, IP and other relevant disciplines. Together, we bring streamlined coordination and organization to complex projects that often involve multifaceted issues spanning dozens of countries. We apply our legal and business knowledge across jurisdictions to evaluate all possible opportunities, challenges and risks inherent in reorganizations and help companies design and implement cutting-edge solutions that support corporate objectives, optimize opportunities and minimize liabilities.
McDermott’s depth of experience handling large-scale global corporate reorganizations includes:
Legal entity rationalization
On the tax side, our group is strategically located around the world and bolstered by a 40-country panel of carefully selected, top-ranked law firm tax professionals. Our team has working relationships with—and an understanding of—taxing authorities across key global markets.
We understand that corporate reorganization projects are not just corporate and tax work. Drawing on our extensive experience on these projects, we are able to advise on:
Supply chain restructuring
IP ownership planning
Benefit plan harmonization and payroll issues
Labor and employment issues, including negotiations with works councils and labor unions
Rationalizing distribution networks (including for companies operating in highly regulated industries)
Mergers & Acquisitions
We regularly advise on many of the largest public mergers and acquisitions along with intercompany restructurings involving Fortune 500 companies. We are frequently retained as special tax counsel to advise on transactions that are particularly tax sensitive or involve cutting-edge tax issues. We work closely with our corporate lawyers to help structure transactions in a manner that is most tax-efficient for all parties involved. Our team includes former IRS rulings officials whose backgrounds and insights have proven to be critical to procuring favorable, timely responses and private letter rulings from the IRS. We also represent clients before the US Department of Treasury with respect to legislative and regulatory matters, and have been instrumental in influencing pending legislative proposals and regulations projects.
We advise private equity funds—and investors poised to deploy capital for investments and acquisition activities—on all aspects of US and cross-border taxation. We provide counsel at each stage of the private equity life cycle, from fund formation and management, to transaction and investments, optimizing fund and portfolio company operations, and exit planning. We also provide tailored US inbound services to international and offshore funds undertaking US fundraising, establishing US offices and making US investments. Our international team represents all types of investment funds, pooled investment vehicles, fund sponsors and fund investors, including LBO funds, hedge funds, private equity divisions of investment banks, venture capital funds, mezzanine funds, public permanent capital vehicles, public fund managers, fund-of-funds, general partners, fund managers, and US, international, tax-exempt and institutional investors.
Spin-offs & Restructurings
McDermott’s corporate spin-off and restructurings tax practice is unsurpassed in depth of experience, sophistication and volume. We are engaged continuously in planning and implementing some of the largest and most complex corporate separation, reorganization and integration projects. Given the unusually wide range of tax issues that arise in such engagements, we work closely with experienced lawyers in many of the Firm’s core practices, and help coordinate the work of top accounting firms, economists, valuation consultants and other third-party advisors. We counsel public and private US- and non-US-based corporations on tax-free and taxable spin-offs and structures, manage related tax processes to ensure proper sequencing of transaction steps, prepare legal opinions and SEC filings, and work with the IRS to obtain tax rulings.
Serving as global coordinating counsel for an NYSE consumer products company on the global integration (involving more than 25 countries) of assets and entities following a multi-billion dollar acquisition, including advising on corporate, real estate, intellectual property and tax matters
Advising an NYSE consumer products company, coordinating year-end planning in connection with US tax reform legislation, establishment of global IP holding structure, and push-down of third-party debt to foreign subsidiaries
Advising an NYSE life sciences company, coordinating a strategic response to US tax reform, including evaluation of optimal location for IP, strategies for mitigation of the BEAT tax, assessing post-reform FTC utilization, and reevaluating intercompany base erosion strategies in light of the GILTI tax
Advised a multinational mobile equipment manufacturer on a project involving post-merger integration of more than 200 legal entities in more than 20 countries
Advised a conglomerate with regard to multiple projects that eliminated hundreds of legal entities acquired through acquisitions
Advised several European companies in regards to internal group reorganizations and management holding companies
Advised a medical products company on the reorganization of European businesses
Advised a European automobile manufacturer in the reorganization of its spare parts business
Advised a global corporation on internal restructurings related to the separation and spin-off of several of its non-core businesses into new independent public companies
Advised a global pharmaceutical company in a post-merger integration reorganization
Advised a multinational oil and gas corporation in a post-merger integration reorganization
Advised a multinational medical device, pharmaceutical and consumer packaged goods manufacturer in a post-merger integration reorganization
Advised one of the world’s largest sportswear manufacturing companies in the restructuring of its European operations following the acquisition of a licensee
Advised on the cross-border merger of several European holding companies located in more than ten jurisdictions
Advised a prescription lens manufacturer on several post-acquisition restructuring/integration projects in France, Germany, Ireland and Italy, manufacturing operations in China and Hong Kong and the transfer of certain functions from the Nordic