Practices

税务

佳利律师事务所的国际税务业务在全世界名列前茅，并且就最具挑战性的公司交易为客户提供无可比拟的服务和见解。同行和客户都承认本所税务律师在制定创造性税务计划、国际创新以及解决复杂税务争议方面的才华。本所国际税务律师的高质量服务、对金融产品及全球金融业务结构的战略性及有远见的设计能力在全球范围享有盛誉。我们的精力集中在解决客户的实际商业利害关系并配合客户严格的时间要求，我们为本所及时完成交易的能力感到自豪。

Practice Highlights

What Others Say About Our Practice

Selected Highlights

Counsel on tax matters in recent public M&A deals, including SABMiller plc in its proposed $10 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.

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)

Leading International Tax Practice with Top-Ranked Experts in the United States, France, Germany, Italy and the United Kingdom
International Tax Review's “World Tax” (2009-2010)
New York Tax Firm of the Year
International Tax Review (2007, 2008 and 2009)

U.S. Tax Firm of the Year in Europe
International Tax Review (2006 and 2007)

“Cleary Gottlieb Steen & Hamilton LLP demonstrates ‘high technical expertise,’ the team’s outstanding reputation in transactional tax matters is due to ‘excellent tax technicians’ who produce a ‘constant high quality of work.’”
Tax Directors Handbook (2010)

“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)

“This high-quality U.S. firm has a flourishing tax practice in Paris and recognised teams in Italy and Germany. It handles mostly corporate-flavoured work, as well as capital markets transactions. It also offers assistance in tax disputes and investigations. ... ‘Reliable and consistent, good to turn to in the good times and with the more difficult questions too.’”
Chambers Europe (2011)
“A tremendous name in corporate tax nationally, this superior group excels at handling financial products, M&A, restructurings, bankruptcies and cross-border matters. Clients praise its comprehensive knowledge of regulations and in-depth understanding of government. … ‘Superstar tax lawyers that are as good as anybody on the globe.’”
Chambers USA (2011)

“The core expertise of the group, which is ‘stocked full of excellent lawyers,’ is in corporate and capital markets advice and planning, although ancillary areas connected to deals, such as employee benefits issues, are accommodated competently.”
The Legal 500 - US (2011)

“Cleary Gottlieb was one of the first US firms to establish itself in Western Europe and its tax practice is a mainstay in such countries as Italy, France and Germany, where it is noted for maintaining a particularly strong local presence. The practice is commended for its excellent handling of joint ventures, international securities offerings and cross-border acquisitions.”

“This New York-centered firm has a transactional tax practice of national repute and has made its name in cross-border and international M&A financing. Sources say: ‘The attorneys are marvelous and their terrific practice representing the prominent investment banks really makes them stand out.’”
Chambers Global (2010)

“This elite New York-based transactional practice has outstanding strength in M&A financing and cross-border transactions. Recently, the team has seen a substantial increase in complex corporate restructurings and bankruptcies. ... ‘A strong and deep tax department that is simply the best in M&A and financial products.’”

“This superior transactional tax practice has unparalleled strength in financial products; in light of the economic downturn, it has also taken on corporate restructurings and high-profile advisory work. … ‘Creative, with a global focus, this firm is a transactional juggernaut.’”
Chambers USA (2010)

“Known for its prowess on the capital markets scene, this firm advises on a range of transactions, including M&A. It is also involved in restructuring work, distressed real estate portfolios and employee share purchase programmes. Sources praise the team's ability to understand the commercial concerns of its clients. They also note the lawyers’ responsiveness and the quality of their service.”
Chambers Europe (2010)

税务

Selected Highlights

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