Practices

Tax

Cleary Gottlieb’s international tax practice ranks among the top in the world and provides clients with an unparalleled level of service and insight into the most challenging of corporate transactions. Peers and clients alike recognize our tax group’s talents for creative tax planning, cross-border innovations and the resolution of difficult tax controversies. Our international tax group enjoys a worldwide reputation for high quality work and the strategic, forward-looking design of financial products and global financial business structures. We focus our energies on the practical business concerns and time constraints of our clients and pride ourselves on our ability to get transactions closed on schedule.

Practice Highlights

What Others Say About Our Practice

Selected Highlights

Counsel on tax matters in recent public M&A deals, including Google in its acquisition of Motorola Mobility, SABMiller in its $12.3 billion acquisition of Foster’s Group; Kindred Healthcare in its $1.3 billion acquisition of RehabCare; Stanley Black & Decker in its $1.2 billion offer to acquire all outstanding stock and warrants of Niscayah; Warburg Pincus and Vestar Partners in their $3.5 billion acquisition of a controlling interest in Triton Container International Limited; Alpha Natural Resources in its $8.5 billion acquisition of Massey Energy Company; First Reserve in its acquisition of a 45% interest in Ansaldo Energia; BHP Billiton in its $40 billion all-cash offer to acquire PotashCorp (eventually blocked by the Canadian government); Weather Investments in its merger with VimpelCom; Crucell in its acquisition by Johnson & Johnson (U.S. Counsel); Dollar Thrifty Automotive Group in connection with acquisition bids by Hertz and Avis Budget; the special committee of the board of directors of Interactive Data in the leveraged buyout of the company by a private equity consortium; TPG in its leveraged acquisition of IMS Health; FEMSA in its strategic exchange of its beer operations for shares of Heineken; and Hewlett-Packard in its acquisitions of 3PAR, 3Com and EDS.
Counsel to Credit Suisse on U.S. tax aspects of a €2 billion offering of buffer capital notes, in novel form in response to anticipated Swiss bank capital regulations, and in the filing of a shelf for future contingent capital offerings in the U.S.
Counsel to Commerzbank on U.S. tax aspects of an €11 billion offering of Conditional Mandatory Exchangeable Notes (CoMENs) and stock rights as one of several transactions to raise equity capital to redeem over €16 billion invested by the German government during the credit crisis.
Counsel to Lafarge in tax aspects of its 50:50 joint venture with Anglo American to combine their U.K. cement, aggregates, ready-mixed concrete, asphalt and contracting businesses.
Counsel to Bâloise Holding and its German business units Deutscher Ring Lebensversicherungs and Deutscher Ring Sachversicherungs with respect to the reorganization of its German holding units.
Counsel to Accor and Edenred in the spin-off of Accor’s Services business (Edenred).
Counsel to Sal. Oppenheim and BHF-BANK in the sale of BHF Asset Servicing and Frankfurter Service Kapitalanlage-Gesellschaft to BNY Mellon.
Counsel to Veolia Environnement in the merger of Veolia Transportation and Transdev.
Counsel to the Vita Group, and its controlling shareholder TPG Capital, in a prepackaged debt restructuring effected by way of a U.K. scheme of arrangement.
Counsel to taxpayers in several substantial pending tax controversies, including obtaining a favorable Internal Revenue Service appeals settlement in a significant matter.
Counsel to Google on tax aspects of its $12.5 billion acquisition of Motorola Mobility, its acquisition of ITA Software, AdMob, Admeld and other companies.
Counsel to Nortel Networks Inc. and related subsidiaries in connection with its reorganization under Chapter 11 of the U.S. Bankruptcy Code, as well as under insolvency statutes in Canada, the United Kingdom, France and Israel. Also counsel to Nortel in its Section 363 bankruptcy auction divestiture sales and in negotiations for the settlement of U.S. federal income tax claims with the IRS, as well as for the settlement with the IRS and the Canadian tax authorities of a multibillion-dollar transfer pricing dispute.
Counsel to the Republic of Côte d’Ivoire on U.S. tax aspects of a $2.3 billion issuance of long-term notes in exchange for six series of existing bonds on which no payments had been made for many years.
Counsel to Northrop Grumman in U.S. and European multinational reorganization, including a cross-border merger under the EU Merger Directive.
Counsel on tax aspects of nearly all of the firm’s corporate assignments resulting from the global financial crisis, from structured finance matters, to bank recapitalizations, to distressed M&A transactions, including advising The Hartford in its $3.3 billion capital raise; a consortium formed to purchase IndyMac (now OneWest Bank) from the FDIC; OneWest Bank in its acquisition of the banking operations of First Federal Bank of California in a transaction assisted by the FDIC; BBVA Compass in its acquisition of the banking operations of Guaranty Bank from the FDIC; Prudential plc in its proposal to acquire AIG’s Asia Pacific subsidiary AIA Group Limited (U.S. counsel); Dexia in the sale of Financial Security Assurance; BNP Paribas in its acquisition of Fortis; and Barclays Capital in its acquisition of Lehman Brothers’ North American investment banking and capital markets businesses.
Counsel to the Institute of International Bankers on U.S. legislative and regulatory matters, including the Foreign Account Tax Compliance Act of 2009 (FATCA).
Counsel to SIFMA’s Committee on Federal Taxation with respect to issues arising out of the credit crisis, including with respect to the tax implications of the standardization of credit default swaps and the characterization for tax purposes of the new U.S. Treasury fails charge.

Leading International Tax Practice in France, Germany, Italy, the United Kingdom and the United States
International Tax Review's “World Tax” (2012)

North America Tax Firm of the Year
International Tax Review (2011)

North America Media & Entertainment Tax Firm of the Year
International Tax Review (2011)

Tax Firm of the Year
Chambers USA (2011)

New York Tax Firm of the Year
International Tax Review (2007, 2008 and 2009)

“Sources have high praise for this firm’s work on cross-border tax mandates. It has an exceptional reputation for its US offering, while an impressive European practice comprises teams in Frankfurt, London and Rome. ‘Strong in the USA and globally.’”
Chambers Global (2013)

“This compact team continues to impress market observers by pulling in a variety of high-profile mandates. The team also represents corporates and individuals in a number of tax litigation files. ‘An efficient and proactive team, it's really on the ball.’”
Chambers Europe (2013)

“This high-quality U.S. firm has a strong practice in Europe, and is widely respected for its in-depth expertise in multi-jurisdictional transactions. International M&A is at the heart of its tax practice, with additional expertise in tax controversy. ‘A broad practice with a very international approach.’ ‘They do a lot of international work, and they can do it in-house.’”
Chambers Global (2012)

“This excellent group has an established reputation for financial products work, and also offers superior counsel on M&A, corporate restructuring, capital markets, regulatory matters and tax controversies. Clients are quick to praise its strong ties with government decision-makers, and its subsequent strength in legislative matters. … ‘It continues to be a very strong, diversified and well-rounded team.’”
Chambers USA (2012)
“This U.S. outfit is well versed on international tax aspects of cross-border acquisitions and joint ventures, and runs a highly respected tax planning consultancy for financial services companies as well as other multinationals. It also has experience in the ever-growing field of tax litigation, as European governments and tax authorities seek to ensure maximum tax revenue. ‘It has some really top-notch tax people in continental Europe and the UK.’”
Chambers Europe (2012)
“Providing ‘excellent’ service, Cleary Gottlieb’s New York tax department is the equal of the firm’s market leading structured finance and derivatives practice. The team advises a number of major financial institutions and investment banks in relation to a wide range of capital markets and derivatives transactions, including matters involving credit default swaps, convertible bonds, hybrid debt securities and loan swaps.”
The Legal 500 U.S. (2012)

“With an undisputed leading practice in the USA, Cleary’s tax group is also in demand in Europe due to its excellent international transactional record. … The lawyers are experienced in providing advice related to financial products, as well as handling challenging cross-border corporate transactions. ‘We would go to them consistently because they deliver such high-quality work. … Experience is the team’s strongest quality.’”
Chambers Global (2011)

Tax

Selected Highlights

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