Christina Olliver is an associate in the London office of Gibson, Dunn & Crutcher. She is a member of the Real Estate, and Finance Practice Groups. She is currently on secondment.

Christina has acted for a range of clients including UK clearing banks, international banks, insurers, pension funds, and sponsors. She has worked on the financing, refinancing, and restructuring of a variety of real estate assets, such as logistics hubs, commercial offices, shopping malls, supermarkets, student accommodation, and hotels.

Prior to joining Gibson Dunn, Christina was an associate in the Real Estate practice of another law firm.

John Collins is an associate in the Los Angeles office of Gibson, Dunn & Crutcher, where he practices in the firm’s litigation department.

Before joining the firm, John served as a clerk to Judge Kimberly J. Mueller of the U.S. District Court for the Eastern District of California. 

John earned his J.D. from the University of California, Davis School of Law, where he was selected as a member of the Order of the Coif.  While in law school, John served as editor-in-chief of the UC Davis Law Review and was a member of the UC Davis Moot Court Honors Board.  John also has a PhD from the University of Virginia in history and an MPHIL in history from the University of Cambridge, where he graduated with distinction.  John also has a Bachelor of Arts degree from Northwestern University, where he graduated with honors.  Prior to law school, John worked as a history professor at Eastern Washington University.

John is admitted to practice law in the State of California.

Páidí McMahon is an associate in the London office of Gibson Dunn and a member of the firm’s Business Restructuring and Reorganization Group.

Páidí advises financial institutions, companies, creditors and insolvency practitioners on a variety of complex restructuring and insolvency matters. Páidí also has experience in commercial disputes and company-related applications.

Prior to joining Gibson Dunn, Páidí was an associate at Ireland’s leading corporate law firm and is admitted to practice in Ireland and England & Wales.

Laura C. Lashus is an associate in the Dallas office of Gibson, Dunn & Crutcher, where she currently practices in the firm’s Litigation Group.

Laura earned her J.D., with honors, from the University of Texas School of Law in 2021, where she served as an Associate Editor of the Texas Law Review and participated in the Domestic Violence Law Clinic. Laura also served as a judicial extern to Justice Jeffrey S. Boyd of the Supreme Court of Texas. After law school Laura served as a judicial law clerk to the Honorable A. Joe Fish of the Northern District of Texas.

Laura earned her undergraduate degree in Political Science and Homeland Security, magna cum laude, from Tulane University.

Laura is admitted to practice law in the State of Texas and before Northern, Eastern, Southern, and Western Texas Federal District Courts.

Ben Fryer is a partner in the London office of Gibson Dunn and a member of the firm’s Tax Practice Group.

Ben is an experienced tax adviser with a broad practice – he advises on a wide range of domestic and cross-border matters and transactions, including in relation to banking, capital markets, corporate finance, corporate reorganisations, debt restructuring, mergers and acquisitions, private equity, real estate and structured finance. He also guides clients on general corporate tax planning and risk management matters.

Ben has advised on the structuring and execution of numerous mainstream private equity and real estate private equity transactions. He also regularly advises on carried interest and co-investment structures, executive compensation matters, and equity incentive arrangements.

Ben has been ranked by The Legal 500 UK 2025 – 2026 as a “Leading Lawyer” for Corporate and Commercial: Tax; The Legal 500 UK 2024 as a “Next Generation Partner” for Corporate Tax, where clients describe him as “an outstanding tax lawyer – he is responsive, pragmatic, and creative. Ben is one of the top tax lawyers I have encountered in my career.” He is also recognised for VAT and Indirect Tax, which notes that he is “commercial and practical”. He has been described by clients in past editions for bringing “…considerable domestic and cross-border transactional expertise and knowledge of tax planning and risk management”. He is ranked for Tax by Chambers UK 2025, Chambers Europe 2025 and Chambers Global 2025, where clients note:  “Ben is so great to work with – he is collaborative, he always makes time to speak and he is super commercial.” In addition, Euromoney named him among its 2022 Rising Stars for Tax in the EMEA – the awards recognise individuals “who have been rising to prominence within their chosen specialisms.”

Ben frequently speaks and writes on tax-related issues and is a member of the Law Society’s Corporation Tax Sub-Committee.

Prior to joining Gibson Dunn, Ben was a tax partner at another major law firm.

Michelle Kirschner is an English law partner in the London office of Gibson, Dunn & Crutcher, and Co-Chair of the firm’s Financial Regulatory Practice Group. She advises a broad range of financial institutions, including investment managers, integrated investment banks, corporate finance boutiques, private fund managers and private wealth managers at the most senior level. Michelle has a particular expertise in fintech businesses, having advised a number of fintech firms on regulatory perimeter issues.

Michelle works closely with the Corporate team on financial services capital markets and M&A deals, in particular on investments by funds into regulated firms and related prudential issues.

Michelle has extensive experience in advising clients on areas such as systems and controls, market abuse, conduct of business and regulatory change management, including MiFID II, MAR and Senior Managers & Certification Regime. Following the EU referendum, she has spent considerable time advising regulated clients in relation to their options for conducting business in / into the EU following Brexit.

Michelle has particular experience in contentious regulatory matters, including acting as a section 166 skilled person under the Financial Services and Markets Act. She has also conducted internal investigations, in particular reviews of corporate governance and systems and controls in the context of EU and UK regulatory requirements and expectations.

Michelle is ranked as a leading lawyer by The Legal 500 UK 2026 and Chambers UK 2025 for Financial Services: Non-contentious Regulatory. In addition, she is recognised by the 2025 edition of Best Lawyers in the United Kingdom as a leading lawyer for Financial Services.

Bianca Ritter is an English-qualified associate in the London office of Gibson Dunn and a member of the firm’s Global Transportation and Space, and Finance Practice Groups.

Bianca practices banking and finance law and has a range of experience in asset finance, focused on commercial aircraft finance and leasing.

Prior to joining Gibson Dunn, Bianca trained in the London office of another major law firm. She also spent six months in-house at Airbus S.A.S in Toulouse, advising on aircraft deliveries, ECA-backed financings, refinancings, sanctions compliance, and commercial negotiations.

Yair Y. Galil is of counsel in the New York office of Gibson, Dunn & Crutcher where he is a member of the Finance, Business Restructuring and Reorganization, and Environmental, Social and Governance (ESG) Practice Groups.

Yair’s practice focuses on advising sponsors, issuers, financial institutions and investment funds in a variety of financing transactions, including credit facilities, leveraged acquisitions, dividend recaps, debt buybacks, out-of-court capital restructurings, and debtor-in-possession exit financings. Yair also frequently performs credit analyses on a borrower’s debt instruments and advises on vulnerabilities and potential restructuring approaches.

Representative Clients and Transactions

Private Equity Representations

  • Center Oak Partners: Financing in connection with its acquisition of Wetzel’s Pretzels.
  • Evergreen Coast Capital Partners: Financing in connection with the $16 billion acquisition of Nielsen Holdings, plc to Evergreen, an affiliate of Elliott Investment Management L.P.
  • Investcorp: Financing for multiple leveraged acquisitions including Paper Source, Health Plus Management, RoadSafe Traffic Systems, Shearer Supply and S&S Truck Parts.
  • J.H. Whitney Capital Partners: Financing in connection with the sale of its portfolio company, Alphia, to French private equity firm PAI Partners.
  • L Catterton: Refinancing its $255 million senior secured revolving credit facility and term loan facility for portfolio company PatientPoint Health Technologies.
  • Littlejohn & Co.: Credit facilities to finance its leveraged acquisitions of PlayPower and Brown Jordan International.
  • MidOcean Partners: Multiple acquisitions including GHR Healthcare, LYNX Franchising, QualiTech and Casper’s Ice Cream.

Public Company Representations

  • Huntington Ingalls Industries (NYSE: HII): $2.55 billion aggregate unsecured credit facilities in connection with the acquisition of Alion Science and Technology.
  • Marriott International (NASDAQ: MAR): $3.5 billion bridge loan commitment incurred to support its acquisition of Starwood Hotels & Resorts, and subsequent corporate financings including $4.5 billion revolving credit facility.
  • Merck (NYSE: MRK): Financing related to the successful spinoff of Organon & Co., a global healthcare company.
  • ModivCare (NASDAQ: MODV): $325 million senior secured revolving credit facility.
  • StepStone Group (NASDAQ: STEP): Refinancing of $300 million secured revolving credit facility.
  • Xylem (NYSE: XYL): Multi-billion dollar financing package for its acquisition of Sensus and a first-of-its-kind sustainability-linked $800 million revolving credit facility.

Distressed/Restructuring Representations

  • Elevate Textiles: Represented an ad hoc group of term lenders in an out-of-court restructuring deal for the global fabric manufacturer.
  • iHeart Communications: Represented an ad hoc group of bondholders representing approximately $2 billion of debt issued by iHeart Communications, Inc.
  • Technicolor, S.A.: Represented secured lenders holding over $600 million in debt issued by French media company Technicolor S.A. in its successful cross-border restructuring.

Publications

  • Co-Author, “Fungibility of Incremental Term Loans: Calibrating Amortization Terms,” Practical Law Company (October 3, 2025)
  • Co-Author, “INSIGHT: The Next Big Thing in Green Finance – Sustainability-Linked Loans,” Bloomberg Law (May 16, 2019)
  • Co-Author, “New Guidelines Boost Sustainability-Linked Lending,” Law360 (March 27, 2019)
  • Co-Author, “Mezzanine Financing – Payment Subordination Agreements,” Bloomberg Law (April 17, 2018)
  • Co-Author, “‘All Assets’ First-Lien/Second-Lien Intercreditor Agreements,” Bloomberg Law (March 2018)
  • Co-Author, “Loan Covenant Checklist: Restricted Payments,” Practical Law Company (January 2015)
  • Co-Author, “Letter of Credit Migration,” Practical Law Company (July 2011)
  • Co-Author, “Lien Subordination and Intercreditor Agreements,” 25 Review of Banking & Financial Services No. 5, at 49 (May 2009)
  • Author, “MAC Clauses in a Materially Adversely Changed Economy,” 2002 Columbia Business Law Review, 846 (2002)

Speaking Engagements

  • “Evaluating Key Intercreditor Arrangements: First Lien/Second Lien, Split Collateral, Senior/Mezzanine, Unitranche,” Strafford Live CLE Webinars (2025)
  • “Financing-Related Provisions in Acquisition Agreements,” Strafford Live CLE Webinars (2024)
  • “The Role of ESG in Capital Markets,” Gibson Dunn CLE Webinar (2022)
  • “Sustainability-Linked Loans and Sustainability-Linked Bonds – Trends and Perspectives,” LSTA Webinar (2021)
  • “Investment Grade Versus Leveraged Loans: Overview and Structuring,” Thomson Reuters Practical Law (2020)
  • “Investment Grade Versus Leveraged Loans: Covenants and Pricing,” Thomson Reuters Practical Law (2020)
  • “Lender Protections in Purchase Agreements,” Strafford Live CLE Webinars (2019).
  • “Intercreditor Claims and Agreements In and Out of Bankruptcy,” Lorman Education Services – Live Webinar (2018)
  • “Secured Lending: Negotiating and Interpreting Best Efforts, Ordinary Course of Business, and Anti-Assignment Provisions,” Strafford Live CLE Webinars (2017)

Yair earned his Juris Doctor in 2004 from Columbia Law School, where he was a James Kent Scholar, an Alexander Hamilton Fellow and served on the editorial board of the Columbia Business Law Review. He received his M.B.A. from Columbia Business School in 2004 and was elected to Beta Gamma Sigma. Prior to commencing his graduate studies, Yair served from 1996 to 2000 in the Israeli Defense Forces, in which he holds the rank of captain. He graduated from Columbia College as Salutatorian of the class of 1996, with a Bachelor of Arts degree, summa cum laude, in Economics and Political Science, and was elected to Phi Beta Kappa. Prior to joining Gibson Dunn, Yair was an associate in the New York office of Jones Day.

Yair is fluent in Hebrew.

Matt Scorcio is a trusted advocate for commercial and public-law disputes at all stages of litigation, with an emphasis on new and complex legal questions. 

Mr. Scorcio is a fast-rising trial lawyer. He has secured the winning jury verdict in a $15 million fraudulent transfer case, secured dismissal of wrongful death claims against a professional sports executive, and resolved a national software company’s non-compete dispute with a departing executive.  After one successful trial result, The American Lawyer’s Litigation Daily said it was “only appropriate that Scorcio was there to take in the verdict” after examining “seven witnesses at trial,” including cross-examining four expert witnesses. 

Mr. Scorcio is also a highly regarded appellate lawyer with first-chair oral argument experience. He helped secure a stay from the Texas Supreme Court to block a threatened deposition of one of the country’s most prominent executives. He helped persuade the Texas Supreme Court to slash a $125 million jury verdict by 99 percent, to under $2 million. Signature Indus. Servs., LLC v. Int’l Paper Co., 638 S.W.3d 179 (Tex. 2022). And he helped secure a Fifth Circuit reversal sending putative eight-figure class claims to arbitration. Forby v. One Techs., L.P., 13 F.4th 460 (5th Cir. 2021). He has also helped convince state courts across the country to grant dismissal or summary judgment on False Claims Act claims against a Dallas industry company, including an applicable affirmance on appeal. State ex rel. Harman v. Trinity Indus., Inc., 2023 WL 3959887 (Tenn. Ct. App. June 13, 2023). He has particular expertise in securing and defeating interim relief from appellate courts such as writs of mandamus, stays of injunctions, and suspension of money judgments. Mr. Scorcio’s writing and advocacy have shaped cases from the earliest pre-trial discovery phase to the court of last resort, and this emphasis on the case’s legal principles often proves decisive.

Mr. Scorcio’s pro bono practice includes multiple cases under the First Amendment Establishment Clause. In one instance, he helped persuade the Fifth Circuit to stay and then reverse a declaratory judgment against a Texas justice of the peace. Freedom From Religion Found., Inc. v. Mack, 49 F.4th 941 (5th Cir. 2022). His pro bono practice also includes amicus representation of crime victims’ rights.  E.g., Counterman v. Colorado, 143 S. Ct. 2106 (2023).

Prior to joining the firm, Mr. Scorcio was a law clerk to the Honorable Don R. Willett of the U.S. Court of Appeals for the Fifth Circuit and the Honorable Sidney A. Fitzwater of the U.S. District Court for the Northern District of Texas. Mr. Scorcio graduated from Stanford Law School in 2016.  He graduated from the United States Naval Academy in 2007 with a Bachelor of Science degree in mechanical engineering.  He was a naval officer for six years.

Mr. Scorcio is a member of the Texas bar. He is also admitted to practice before the U.S. Court of Appeals for the Fifth Circuit and the U.S. District Courts for the Northern, Southern, Eastern, and Western Districts of Texas.

Bill Peters is a partner in Gibson Dunn’s Los Angeles office. He is Co-Chair of the firm’s Strategic Sourcing and Commercial Transactions Practice Group and a member of the Transactional Department and Technology Transactions Practice Group. He has spent his entire legal career in the information technology and business process outsourcing industries, including serving as corporate counsel to a major ITO service provider and general counsel to a leading HR BPO services provider.

Bill has extensive experience representing and counseling clients on a wide range of legal and business issues relating to complex sourcing, transformation and technology transactions. His experience includes structuring, negotiating, and documenting large-scale business transformation agreements, business process and information technology outsourcing arrangements, ERP implementation agreements, application service provider agreements, software development agreements, and software licenses. These transactions, many of them with international dimensions, have involved clients in a broad range of industries, including the aerospace, electric utility, entertainment, financial services, healthcare, hospitality, life sciences, logistics, oil and gas, pharmaceutical, retail, telecommunications, and, oil and gas industries. Bill has represented such clients as AECOM, Affirm, Allianz, American Express, American General, Amgen, Apria Healthcare, Battelle Memorial Institute, BJC HealthCare, Boeing, Bombardier, BWAY, CareFusion, CHEP, Chevron, Coca-Cola, Dayton Hudson, Deutsche Bank AG, Diveo, DJO Global, DR Horton, Federal-Mogul, Fireman’s Fund Insurance Company, Goodyear Tire & Rubber Company, Ingram Micro, Ingram Book, Intuit, KB Home, Lucent Technologies, Marriott International, Marsh & McLennan Companies, McDermott International, Nissan North America, Nutrien, Optum360, PacifiCorp, Pacific Dental Services, PepsiCo, Performance Food Group, Rockwell Collins, Progenity, Ryder Systems, Safeco Insurance Company, Scottrade, SeaWorld, Sony Pictures Entertainment, Southern California Edison, State Compensation Insurance Fund, TelePacific, Toyota Financial Services, Transurban, Twentieth Century Fox, Tyco International, UnitedHealth Group, UTi, Virgin Galactic, Warner Bros., Washington Group International, and Western Digital Corporation.

Bill has assisted clients in outsourcing almost every facet of information technology operations, including data center operations, midrange server operations, network operations, desktop support, telecommunications services, call center services, and application maintenance and development services. He has negotiated agreements against every major outsourcing service provider, including domestic, near-shore, and off-shore outsourcing service providers. In addition to information technology functions, Bill has assisted clients in outsourcing other business processes, including human resources, accounting, tax accounting, claims processing, call center, records archiving, and print and distribution processes.

Bill is ranked by Chambers Global 2019: The World’s Leading Lawyers for Business as one of the leading outsourcing lawyers in the world. In addition, Chambers USA has recognized Bill for national business process outsourcing and IT outsourcing in California. He was recently recognized as a “Leading Lawyer” in Legal 500 United States (Outsourcing) in 2019. Bill has also been recognized by his peers as one of The Best Lawyers in America® in the area of IT Outsourcing Law.

He is a frequent lecturer and has published several articles on information technology and business process outsourcing transactions.

Eric Sloan is a partner in the New York and Washington, D.C. offices of Gibson Dunn and a Co-Chair of the firm’s Tax Practice Group. With more than 30 years of broad transactional and structuring experience, Eric is a nationally recognized expert on the use of partnerships and limited liability companies in domestic and cross-border mergers and acquisitions, financing transactions, and restructurings and has a significant corporate M&A practice representing both financial and strategic investors. He also has developed substantial experience in spin-offs and initial public offerings, including advising on many “UP-C” IPOs in a range of industries.

Eric has represented four of the largest private equity firms and the two largest privately held companies in the United States, as well as many publicly traded companies. He advised on the first publicly traded “permanent capital fund” launched by a major U.S.-based private equity firm and the first pass-through portfolio company investments made by four of the largest U.S.-based private equity firms.

He has substantial experience in the formation of domestic and cross-border joint ventures and acquisitions and dispositions of businesses and interests in joint ventures, including the largest joint venture in the United States and a complex multi-billion dollar, cross-border commodities joint venture. He has also handled restructurings of partnerships, as well as private equity fund structuring and leveraged recapitalizations of private equity portfolio companies. In addition, Eric is deeply experienced in obtaining private letter rulings and closing agreements from the Internal Revenue Service on novel and difficult issues on an expedited basis.

Eric is ranked as a leading tax lawyer (Band 1) by Chambers USA: America’s Leading Lawyers for Business. Chambers notes he is “a world-class partnership lawyer,” “a fountain of knowledge on partnership matters” who is “articulate and extremely fast” and “thinks about all angles and practical solutions” and stands out for his “experience, depth of knowledge and very strong ability to communicate complex subjects.” When asked about Eric, clients say, “[He] is incredibly intelligent and always offers candid, sage and practical advice” and “he is probably the best partnership tax lawyer out there, possessing both great technical skills and solid business judgment.” The Best Lawyers in America® recognizes him for Tax and Who’s Who Legal also recognizes Eric as an “Expert” in the area of Corporate Tax as well. Additionally, Eric was featured in the Who’s Who Legal inaugural edition of Thought Leaders: USA 2023.

Eric started his legal career as an associate at a law firm in Los Angeles and practiced law in Washington, D.C. before joining Deloitte as a principal, where he was asked to establish and lead Deloitte’s National Office Partnership Taxation group in 1997.

Eric is a Fellow of the American College of Tax Counsel. He is a past Vice Chair, Government Relations, of the American Bar Association Section of Taxation and a past Chair of the tax section’s Committee on Partnerships and LLCs. He is also a member of the Executive Committee of the New York State Bar Association Tax Section and a past Co-Chair of that tax section’s Committee on Partnerships. He is also Conference Co-Chair of Practicing Law Institute’s Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances conference, and serves on planning committees for The University of Chicago Federal Tax Conference, the NYU Institute on Tax Institute, USC’s Gould School of Law’s Tax Institute, the Texas Federal Tax Institute, and Bloomberg BNA’s Pass-Through Entities Advisory Board. In addition, for more than a decade he was an adjunct professor at Georgetown University Law Center, and he has been a guest lecturer at the Wharton School of the University of Pennsylvania and Harvard Law School.

Eric received his Juris Doctor from the University of Chicago. He also earned an Master of Laws with distinction in taxation from Georgetown University Law Center. Eric is a member of the District of Columbia bar and the New York bar.

Significant representations include:

  • Elliott Investment Management L.P., in its sale of athenahealth, a provider of cloud-based enterprise software solutions for medical groups and health systems, to Hellman & Friedman and Bain Capital;
  • Evergreen Coast Capital in the $16 billion acquisition of Nielsen Holdings plc, a marketing services company providing demand analysis, product development, sales measurement and promotion strategies, by affiliates of Evergreen Coast Capital and a consortium of investors;
  • Evergreen Coast Capital in the acquisition of Travelport Worldwide Limited, a travel technology company, by affiliates of Siris Capital Group and Evergreen Coast Capital;
  • Gigamon Inc., a network visibility and traffic monitoring technology vendor and portfolio company of Evergreen Coast Capital, in connection with a $990 million senior secured credit facility, comprised of a $940 million term loan facility and $50 million revolving credit facility;
  • Cargill, Incorporated, provider of agricultural products, on the tax aspects of Cargill and Continental Grain’s acquisition of Sanderson Farms;
  • Phillips 66 as special tax counsel on the realignment of its economic and governance interests in DCP Midstream, LLC and Gray Oak Pipeline, LLC through the merger of existing joint ventures owned with Enbridge Inc.;
  • VMware,
    • provider of virtualization and IT solutions, in its spin-off transaction;
    • in its acquisition by Broadcom;
  • Lennar Homes of California as special tax counsel in wide-range of “life event” corporate transactions, including the spin-off of a non-core business to help Lennar become a “land-light” homebuilder;
  • Excelerate Energy, Inc., a U.S.-based LNG company, in its initial public offering;
  • Rubicon Technologies, LLC, an innovative software platform that provides smart waste and recycling solutions for businesses and governments worldwide, in its merger with Founder SPAC, a publicly traded special purpose acquisition company, that resulted in Rubicon’s becoming a publicly listed company;
  • Viant Technology, an advertising software company, in its UP-C initial public offering;
  • The parties in the completed spin-off of Consensus Cloud Solutions, Inc . from Ziff Davis, Inc.;
  • L Catterton:
    • in the acquisition of Del Frisco’s Restaurant Group in a going-private transaction;
    • in its investment in NCL Corporation Ltd.’s second public offering. NCL is a subsidiary of Norwegian Cruise Line Holdings Ltd.;
  • Spectra Energy as tax counsel in connection with the contribution of substantial operating assets to DCP Midstream Partners, LP;
  • Chobani, a food and beverage company known for its Greek yogurt, on its U.S. $900 million acquisition of La Colombe, an independent coffee roaster;
  • RedBird Capital Partners:
    • investment in Hidden Pigeon Holdings, LLC, a joint venture with Stampede Studios and the noted children’s author Mo Willem
    • joint venture between RedBird Capital Partners and International Media;
    • investments on its acquisition of All3Media, a leading independent television production and distribution company, from its joint owners, Warner Bros. Discovery, Inc. and Liberty Global Ltd. for £1.15 billion;
  • Affiliates of the Dallas Cowboys and New York Yankees sports franchises on the acquisition by Legends, a sports and entertainment experiences company, of ASM Global, a live venue manager;
  • Sculptor Capital, a global alternative asset manager, as tax counsel on its acquisition by Rithm Capital, a real estate and financial sector asset manager;
  • Irving Azoff, an American entertainment executive, and Iconic Artists, an entertainment rights management company, in various confidential transactions and high profile investments;
  • The Azoff Music Company and its affiliate in a wide variety of private transactions;
  • Dulstar Entertainment Group, privately held American limited liability company, in confidential tax advice related to restructuring;
  • Koch Equity Development, the investment arm of Koch Industries, in a wide array of transactions as special tax counsel, including on window and door manufacturer MITER Brands’ acquisition of PGT Innovations, manufacturer and supplier of premium windows, doors, and garage doors.

Brian Kniesly is a partner in the New York office of Gibson Dunn. He is Chair of the firm’s Real Estate Investment Trust (REIT) Group and a member of the Tax Practice Group. Brian focuses on the federal income taxation of REITs, investment funds, partnerships, real estate and mergers and acquisitions. He has been involved in tax planning on some of the largest real estate transactions in the United States and has provided extensive advice on structuring investments in real estate, debt and other investments for investment funds, foreign governments, other non-U.S. investors, corporations and individuals, including through the use of REITs to invest in hotels, health care facilities as well as other real estate. He also worked on a wide range of transactions including sales and dispositions of REITs, partnership reorganizations, asset sales, sale-leasebacks, and fund formations. Brian also has extensive experience advising on New York state and local tax issues, including transfer taxes, commercial rent and occupancy taxes and others.

Brian is recognized as a leading New York Tax practitioner by Chambers USA: America’s Leading Lawyers for Business, noting that he is a “really great advisor with a great ability to boil down issues,” and “has a good understanding of transactions and how to make arguments.”

Brian received his Juris Doctor from the University of Pennsylvania Law School in 1998, and is admitted to practice in the State of New York.

Kathryn A. Kelly is a partner in the New York office of Gibson Dunn and is a member of the firm’s Tax Practice Group. Kathryn represents clients in a broad range of tax matters, including public and private mergers and acquisitions, cross-border transactions, restructurings, and financing transactions.

Before joining the firm, Kathryn served as a law clerk to Judge William B. Traxler, Jr. of the United States Court of Appeals for the Fourth Circuit.

Kathryn earned her Juris Doctor in 2010 from Columbia Law School, where she was a Harlan Fiske Stone Scholar and Executive Editor of the Columbia Journal of Tax Law. In 2002, she received her Bachelor of Arts degree in Economics from Southwestern University, where she was a Presidential Scholar and Fleming Fellow. She graduated magna cum laude with departmental honors in Economics.

Kathryn serves on the advisory board of the Columbia Journal of Tax Law.

Kathryn is admitted to practice in the State of New York and before the United States Court of Appeals for the Fourth Circuit.

Marie Baldwin is an associate in the Dallas office of Gibson Dunn. Her practice focuses on mergers and acquisitions, private equity investments, and advising on general corporate matters.

Marie graduated with highest honors from the University of Texas School of Law, where she was named a Chancellor-at-Large in recognition of having one of the highest GPAs in her class after two years. Marie served as an Associate Editor for the Texas Law Review and was elected to the Order of the Coif. While at Texas Law, she was a judicial intern for Justice Evan Young of the Supreme Court of Texas and was a research assistant to Professor Jens Dammann. Marie graduated magna cum laude from Washington & Lee University with a degree in Psychology. Before practicing law, she was a litigation paralegal for an AmLaw 100 firm in Washington, D.C.

Marie is admitted to practice in Texas.

Publications:

  • Robert B. Little & Marie Baldwin, Comparing Delaware and Texas Governing Law for M&A Agreement Provisions, 29 The M&A Lawyer 9 (June 2025).

Tiffany Penner is an associate in Gibson Dunn’s Houston office. She practices in the firm’s Litigation Department and has represented clients in state and federal proceedings in a wide range of subject matters, including data privacy, business torts, energy, and products liability.

Before joining the firm, Tiffany served as a law clerk to the Honorable Robert L. Wilkins of the U.S. Court of Appeals for the District of Columbia Circuit, and the Honorable Jeffrey V. Brown of the U.S. District Court for the Southern District of Texas.  Before law school, Tiffany worked for the International Space Station Program at NASA.

Tiffany received her J.D., summa cum laude, from the University of Houston Law Center.  While there, she served as an Articles Editor for the Houston Law Review and successfully competed in several trial and appellate advocacy competitions.  Upon graduation, she was awarded the Presidential Service Award, which is awarded annually to four outstanding graduates, and inducted into the Orders of the Coif, Barristers, and Scribes.  Tiffany received her B.A., summa cum laude, in Political Science from Wichita State University.

Tiffany is a member of the Texas Bar, and she is admitted to practice in the U.S. Court of Appeals for the District of Columbia Circuit and the U.S. District Court for the Southern District of Texas.

Lorna Wilson is a partner in Gibson Dunn’s Los Angeles office and a member of the firm’s Tax Practice Group. Lorna’s practice focuses on federal income tax matters, including corporate, limited liability company, and partnership tax matters in both the U.S. and international contexts. She has worked on a variety of transactions, including taxable and tax-free mergers, acquisitions, dispositions and reorganizations, joint ventures, investment funds, public and private offerings of stock, debt and derivatives, and financing transactions. Lorna additionally has extensive experience in tax planning for real estate transactions, including advising on investments in real estate by U.S. and non-U.S. investors, including foreign governments, dispositions of real estate, real estate investment trust (REIT) matters and California state and local real estate tax issues, including property and transfer taxes issues.

Lorna was recognized in Chambers USA in Tax for California in 2025 and in Best Lawyers: Ones to Watch in America™ in Tax Law in 2022 and 2023.

Lorna received a law degree in 2007 from the University of California, Los Angeles, where she was elected to the Order of the Coif. She graduated magna cum laude with a B.A. degree in English from the University of California, Los Angeles in 2004.

Lorna is admitted to practice law in the State of California.

Edward S. Wei is a partner in the New York office of Gibson Dunn and member of the Tax Practice Group. Edward’s practice focuses on a wide range of U.S. and international tax matters, such as public company spin-offs, mergers, acquisitions and joint ventures (including de-SPAC transactions), private equity, bankruptcy and out-of-court restructurings, debt and equity capital markets (including issuances involving SPAC and UP-C structures), and real estate transactions.

The Legal 500 has recognized Edward as a “Next Generation Lawyer” in both the “U.S. Tax (Non-Contentious)” and “International Tax” categories.

Edward received a J.D., cum laude, from Harvard Law School, an LL.M. from the University of Cambridge (Jesus College) and a B.A., summa cum laude and Phi Beta Kappa, from Columbia University. He is admitted to practice in the State of New York.

Representative Matters*

Public Company Spin-Offs, Split-Offs and Reverse Morris Trusts (RMT)

  • Procter & Gamble in its split-off and tax-free merger of its Specialty Beauty business with Coty in a Reverse Morris Trust transaction valued at $12.5 billion.
  • Procter & Gamble in the tax-free exchange of its Duracell business for Procter & Gamble shares held by Berkshire Hathaway valued at $4.7 billion.
  • Procter & Gamble in its proposed tax-free distribution and acquisition of its snack business (Pringles) by Diamond Foods valued at $2.3 billion.
  • Weyerhaeuser Company in its distribution and acquisition of its fine paper business by Domtar in a Reverse Morris Trust transaction valued at $3.3 billion.
  • Élan Pharmaceuticals in its demerger of Prothena Corporation PLC.
  • Time Warner in its split-off of the Atlanta Braves and other assets to Liberty Media valued at $1.5 billion.

Public Company Mergers, Acquisitions and Joint Ventures

  • Motive Capital Corporation in its acquisition of Forge Global for $2 billion.
  • AT&T in its sale of Playdemic Ltd. for $1.4 billion to Electronic Arts.
  • Aerojet Rocketdyne in its acquisition by Lockheed Martin for $5 billion.
  • StepStone Group in its acquisition of Greenspring Associates, a venture capital and growth equity firm, with $18.9 billion of assets under management.
  • JP Morgan, Dell’s financial advisor, in connection with Dell’s $24.9 billion acquisition by Michael Dell and Silver Lake Partners.
  • Salix Pharmaceuticals in its $15.6 billion acquisition by Valeant Pharmaceuticals International.
  • Procter & Gamble in its sale of the Pringles Group to Kellogg for $2.7 billion.
  • Dayton Power and Light in its $4.6 billion sale to AES Corporation.
  • Manor Care in its $6.3 billion acquisition by The Carlyle Group.
  • Embarq in its $11.6 billion merger with CenturyTel.

Private Equity Sponsor Representations (including Fund Structuring, Co-Investments, Portfolio Company Add-ons and Leveraged Recapitalizations)

  • CVC Capital Partners
  • GCM Grosvenor
  • Investcorp
  • J.H. Whitney Capital Partners
  • Littlejohn & Company

Debt Capital Markets

  • Amazon, including its $18.5 billion bond offering.
  • General Electric, including its $6 billion note offering and tender offer for $9 billion of notes.
  • Marriott International, including its tender offer for up to $1 billion of notes.
  • The Medicines Company in its offering of $402 million of convertible senior notes with a related “capped call” transaction.
  • Cigna Corporation in its $900 million note offering.
  • Howard Hughes Corporation in its $800 million note offering and tender offer for $750 million of notes.

Equity Capital Markets

  • Petco Health and Wellness Company in its $993 million IPO of common stock and $528 million secondary sale of common stock by shareholders.
  • StepStone Group in its $362 million IPO of common stock.
  • Macondray Capital Acquisition Corp I in its $287 million IPO of common stock.
  • FAST Acquisition Corp II in its $222 million IPO of common stock.
  • TLG Acquisition One Corp in its $400 million IPO of common stock.
  • Venice Brands Acquisition Corp I in its $150 million IPO of common stock.
  • ATP Oil & Gas in its offering of convertible preferred stock.

Bankruptcies and Out-of-Court Restructurings

  • Creditor representations include the lenders of:
    • 4L/Clover
    • Akorn
    • Alliance Healthcare
    • California Pizza Kitchen
    • Central Security Group (a.k.a. Alert 360)
    • Constellis
    • David’s Bridal
    • Global Eagle Entertainment
    • Homer City Funding
    • INAP
    • Mallinckrodt
    • NPC
    • Roust
    • Skillsoft
    • TNT Crane
    • Town Sports
  • Debtor representations include:
    • Vertis Holdings in its Chapter 11 case, including the Section 363 sale of substantially all of its assets to Quad/Graphics.
    • Northwest Hardwoods in its Chapter 11 case.

Real Estate

  • Trinity Merger Corp in its $1.5 billion combination with Broadmark to create Broadmark Realty Capital, an internally managed, mortgage real estate investment trust (REIT).
  • Ashford Hospitality Trust (REIT) in its $1.27 billion proposal to acquire FelCor Lodging Trust (REIT) and the related integration into the Up-REIT structure.
  • Ashford Hospitality Prime (REIT) in its public offering of cumulative convertible preferred stock.
  • Cindat Capital Management and China Cinda (HK) Asset Management in their investments in various U.S. real property, including 125 Greenwich Street, New York, 100 East 53rd Street, New York and 311 South Wacker Drive, Chicago.

*Certain representations were made by Edward prior to his association with Gibson Dunn.

Grace Atkinson is an English-qualified associate in the London office of Gibson Dunn. She is a member of the firm’s Dispute Resolution Group.

Grace has a broad experience in commercial litigation, competition litigation, regulatory/white collar investigations, and international arbitration. Grace trained at Gibson Dunn, and most recently spent six months on secondment to the litigation team of a major international bank.

Prior to joining Gibson Dunn, Grace read Law at Gonville and Caius College, University of Cambridge and graduated with a First Class Honours degree in 2022. 

Helena Silewicz is an English-qualified associate in the London office of Gibson Dunn. She is a member of the firm’s Dispute Resolution Group.

Helena has broad experience of commercial litigation, international arbitration, and regulatory investigations. She also maintains an active pro bono practice.

Helena trained at Gibson Dunn and holds a First Class History degree from the University of Manchester.

Annabel James is an England and Wales qualified associate in the London office of Gibson Dunn and a member of the firm’s Finance and Transportation and Space Practice Groups.

Annabel advises financiers, lessors and operators on a broad range of cross-border transactions involving commercial aircraft. In particular, she is experienced in negotiating lease novations, sale-and-leasebacks and portfolio acquisitions and disposals for leading global lessors.

Prior to joining Gibson Dunn, Annabel was an associate in the London aviation finance team of another international law firm, where she also trained.