Matt Donnelly

Matt Donnelly is a partner in the New York and Washington, D.C. offices of Gibson Dunn & Crutcher and a member of the firm’s Tax Practice Group. Mr. Donnelly represents public and private companies on a broad range of U.S. federal and state income tax matters, with a concentration on domestic and international mergers and acquisitions, dispositions, spin-offs, Reverse Morris Trust transactions, joint ventures, financing transactions, capital markets transactions, restructurings and internal reorganizations.

In addition, Mr. Donnelly regularly advises clients on tax issues relating to the development, financing, acquisition and disposition of energy and real estate projects.

Mr. Donnelly is a Fellow of the American College of Tax Counsel and a member of the Executive Committee of the New York State Bar Association Tax Section. He is also Conference Co-Chair of Practicing Law Institute’s Understanding the Corporate Alternative Minimum Tax conference. In addition, Mr. Donnelly is an adjunct professor at Howard University School of Law, where he has taught corporate tax law since 2017, and at Georgetown University Law Center, where he has taught since 2020 and since 2024 has taught a first-of-its-kind course on tax incentives under the Inflation Reduction Act of 2022. Mr. Donnelly regularly speaks and writes on tax-related topics, including for the International Fiscal Association and at USC’s Gould School of Law’s Tax Institute, the American Petroleum Institute Federal Tax Forum, Practising Law Institute’s Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances conference, the World Hydrogen North America conference, the Tulane Tax Institute, and the University of Chicago Federal Tax Conference. Mr. Donnelly was featured in the inaugural Lawdragon 500 Leading Global Tax Lawyers (2025).

Mr. Donnelly is the author of The Imperfect Approach, 102 Taxes 25 (Mar. 2024), presented at the University of Chicago Federal Tax Conference (2023), and Observations on Certain Investment Tax Credit Provisions in the Inflation Reduction Act of 2022, 75. Maj. Tax Planning 5-1 (2023), prepared for the USC Gould School of Law’s Tax Institute (2023). He has also contributed to chapters in several treatises, including Business Separation Transactions: Spin-Offs, Subsidiary IPOs and Tracking Stock and Partnerships, Joint Ventures and Strategic Alliances.

Mr. Donnelly received his law degree with high honors from the University of Iowa College of Law, where he also served as the Editor in Chief of the Iowa Law Review and won a Burton Award for Distinguished Legal Writing. Mr. Donnelly received a B.S.J. from Northwestern University, where he served as Editor in Chief of The Daily Northwestern. He is admitted to practice in New York, the District of Columbia and Illinois.

Representative matters include:*

Private Equity and Fund Transactions

• Numerous representations for Veritas Capital, including its $2.45BN acquisition of NCR Voyix’s cloud-based digital banking business, its $10.5BN acquisition of Cotiviti with KKR, its $3.1BN acquisition of the Wood Mackenzie business from Verisk, the acquisition of the CAES business from Cobham, the acquisition of Sequa Corporation from entities affiliated with Carlyle Partners, and the acquisition by Finalsite (a Veritas portfolio company) of the Blackboard K-12 division of Anthology
• Numerous fund-level and portfolio company-level representations for KKR, Ares Capital, BTG Pactual, Crestview Partners, MidOcean Partners, Quad-C Management, Arlington Capital Partners, Trilantic Capital Partners, and ATL Partners

Spin-off, Split-off, Reverse Morris Trust (RMT) and Tracking Stock Transactions

• Biogen in connection with its spin-off of Bioverativ Inc.
• Citrix Systems Inc. in connection with the Reverse Morris Trust disposition of its GoTo business to LogMeIn
• Leidos in connection with the Reverse Morris Trust acquisition of Lockheed Martin’s Information Systems and Global Services business
• EMC Corporation in connection with its acquisition by Dell for cash and tracking stock

Other Public and Private Company Transactions

• Algonquin Power & Utilities Corp. on the $2.5 billion sale of its renewable energy business (excluding hydro) to LS Power
• Marriott International, Inc. in several transactions
• CACI International, Inc. in several transactions, including its $1.275 billion acquisition of Azure Summit Technology
• Lupa Systems in numerous representations
• Liberty Media and related (and formerly related) companies in several transactions, including GCI Liberty in its $8.7 billion acquisition by Liberty Broadband, Qurate Retail Inc. in its $2 billion dividend to public stockholders of a new class of cumulative redeemable preferred stock and cash, Liberty Media in its $1.5 billion reattribution of assets and liabilities among Formula One Group and Liberty SiriusXM Group, and Liberty Expedia Holdings, Inc. in its acquisition by Expedia Group, Inc.
• Mars Incorporated in several transactions, including in connection with the worldwide integration of Mars Wrigley Confectionery
• Two Sigma Investments LLC in connection with its participation in the formation of Hamilton Re Ltd. and the acquisition of SAC Re Ltd.

Tax Credit Financing and Energy Transactions

• Numerous representations of buyers and sellers of federal tax credits pursuant to the Inflation Reduction Act of 2022
• Numerous representations of tax-equity investors in solar and wind energy projects
• Sunnova Energy Corporation in several tax-equity funds and related credit facilities, as well as in connection with its acquisition of Lennar Corporation’s residential solar platform
• NRG Energy, Inc. in connection with a $900 million issuance of pre-capitalized trust securities, a $5.5 billion bridge financing for acquisition of Direct Energy, the first-ever U.S. issuance of sustainability-linked bonds, and numerous other financing transactions
• EDP Renewables North America LLC in connection with tax-equity financing of 200 MW Meadow Lake VI and 199 MW Prairie Queen wind projects

*Includes matters handled prior to joining Gibson Dunn

Capabilities

• Tax
• Aerospace and Defense
• Cleantech
• Energy and Infrastructure
• Infrastructure
• Investment Funds
• Mergers and Acquisitions
• Oil and Gas
• Power and Renewables
• Private Equity
• Projects
• Real Estate

Credentials

Education:

• Northwestern University - 2010 Master of Laws (LL.M.)
• University of Iowa - 2009 Juris Doctor
• Northwestern University - 2003 Bachelor of Science

Admissions:

• District of Columbia Bar
• Illinois Bar
• New York Bar