Tax

LEADERS

Overview

The Tax Practice Group provides large multinational corporations, publicly traded and private companies, sovereign wealth funds, investment funds, partnerships, joint ventures and startups with state-of-the-art tax advice.

The Tax Practice Group’s transactional practice provides tax advice to clients in connection with a broad range of business transactions and investments, including:

  • Taxable and tax-free mergers
  • Acquisitions
  • Reorganizations and dispositions (including spin-offs and split-offs)
  • Insolvency restructurings
  • Business combinations
  • Capital markets offerings
  • Investment fund formation
  • Infrastructure investments
  • Real estate acquisition and disposition
  • Specialized investment vehicles, including master limited partnerships and real estate investment trusts

Within the United States, the U.S. members of the Tax Practice Group have developed significant knowledge and capabilities in all aspects of U.S. income taxation.  Our lawyers work with clients on day-to-day planning, allowing us to detect tax concerns and opportunities early on and to devise and implement innovative, practical solutions for best possible results.  We advise clients on transactional, international and tax litigation and administrative matters.  Our global reach allows the Tax Practice Group to advise U.S. companies on European and Asian tax matters, covering both direct and indirect taxes.

Within Gibson, Dunn & Crutcher’s non-U.S. offices, our tax lawyers are qualified to practice under the laws of the United States, England and Wales, France and Germany.  The Tax Practice Group’s international reach permits a full range of tax services to corporations, partnerships, financial institutions, investment funds, sovereign wealth funds and other non-U.S. entities.  The Tax Practice Group also advises on structuring and negotiating cross-border acquisitions, dispositions and other business combinations as well as inbound and outbound investments.  We also advise on the taxation of international employment engagements, including employee incentive arrangements.

The Tax Practice Group represents clients in litigation and administrative inquiries, audits, appeals proceedings and tax litigation relating to U.S. federal and state and European tax issues.  In addition, we provide Gibson Dunn’s outstanding team of internationally known litigators with advice on the taxation of various litigation-related issues, including the tax implications of settlements and verdicts, as well as the corresponding reporting obligations.

Experience

Many of our transactions are private and cannot be disclosed.  Recent examples of public transactions in connection with which the Tax Practice Group assisted clients with innovative tax strategies include the following:

  • AECOM, in its $4 billion acquisition of URS Corporation.
  • Vivendi SA in its tax-free sale of shares in Activision Blizzard Inc.
  • A consortium of Chinese companies in its acquisition of OmniVision Technologies Inc. for nearly $2 billion.
  • Tri Pointe Homes in its $2.7 billion acquisition of Weyerhauser’s home-building division by means of a “reverse Morris Trust” transaction.
  • Robert Bosch GmbH in its €3 billion acquisition of a 50% stake in Bosch BSH GmbH from Siemens AG.
  • Hewlett-Packard Company in its $2.7 billion acquisition of Aruba Networks, a provider of enterprise wireless LAN and edge access networking equipment.
  • Lion Gables Apartment Fund L.P. in its $3.2 billion sale of Gables Residential Services, a privately held real estate investment trust (REIT) that owns, develops, and manages apartment complexes, to a group of investors led by Clarion Partners.
  • Coty in connection with its acquisition of the international cosmetics group Bourjois from French haute couture and cosmetics group Chanel for a consideration of approximately 15.43 million shares of Coty’s Class A common stock.
  • Doremi Labs, the leading provider of digital cinema video playback solutions, in connection with Dolby Laboratories Inc.’s acquisition of Doremi Labs and French distributor Highlands Technologies SAS.

RECENT PUBLICATIONS

Brexit – converting the political deal into a legal deal and the end state

-March 12, 2018

IRS Issues First “Required Amendments List” for Tax-Qualified Retirement Plans Under New Program

-February 1, 2018

The Overhaul of France’s Tax Laws Has Been Enacted -What Will the 2018 Finance Act Change?

-January 17, 2018

2017 Year-End German Law Update

-January 7, 2018

Houston, We have New Tax Rates – Guiding Oil and Gas Companies Through Tax Reform

-December 21, 2017

Brexit – Initial deal agreed

-December 8, 2017

What House And Senate Tax Bills Mean For Oil And Gas Cos.

-December 7, 2017

Black and Grey: The EU Publishes Its Lists of Tax Havens

-December 7, 2017

International Investors to Be Liable to UK Tax on Capital Gains Derived from UK Real Estate from 2019

-November 24, 2017

Potential Changes in Taxation of Executive Compensation and Employee Benefits Under the Proposed House Tax Legislation

-November 8, 2017

House GOP Releases Major Tax Reform Bill

-November 3, 2017

UK Criminal Finances Act 2017: New Corporate Facilitation of Tax Evasion Offence – Act Now to Secure the Reasonable Prevention Procedures Defence

-September 29, 2017

Internal Revenue Service Announces Relief for Southeast Texas Due to Hurricane Harvey

-September 5, 2017

French Market Update – July 2017

-July 20, 2017

California Supreme Court Upholds Los Angeles County’s Interpretation of Documentary Transfer Tax Act

-July 10, 2017

What the UK Election Result Means for Brexit

-June 9, 2017

What the UK’s Snap General Election Means for Brexit

-April 21, 2017

UK Government Triggers Article 50

-March 29, 2017

Update on German Taxation Developments Regarding Management Equity Programs

-February 2, 2017

UK Supreme Court Rules Parliament Must Hold Vote on Article 50

-January 24, 2017

2016 Year-End German Law Update

-January 13, 2017

The Trump Presidency: Selected Initial Observations and Considerations

-November 15, 2016

IRS Issues Final and Proposed Regulations Addressing Partnerships and Section 956 and the Active Rents and Royalties Exception

-November 11, 2016

UK High Court Rules That Parliament Must Vote on Triggering Article 50 Process for Brexit

-November 3, 2016

IRS Updates U.S. Retirement Plan COLAs for 2017

-November 1, 2016

Brexit – UK Government Sets Out Process to Leave EU by 2019

-October 3, 2016

Brexit – What We Are Hearing

-September 22, 2016

The Gift of Worldwide Taxation

-September 13, 2016

IRS Releases Final Regulations Clarifying the Definition of Real Property for REITs

-September 9, 2016

IRS Issues Temporary Regulations for Early Election into New Partnership Audit Rules

-August 8, 2016

Is It Still Possible to Implement Tax-Free Step-Up of Real Estate Assets Held Through a French SCI?

-July 25, 2016

IRS Releases Additional Guidance on Changes to Determination Letter Program for Qualified Retirement Plans

-July 5, 2016

BREXIT – What Next? Key issues if you are doing business in or with the UK and the EU

-June 28, 2016

BREXIT

-June 24, 2016

IRS Issues Proposed Regulations Addressing Application of Section 409A to Nonqualified Deferred Compensation Plans

-June 24, 2016

What Happens If the United Kingdom Votes to Leave the European Union?

-June 21, 2016

IRS Releases Temporary and Proposed Regulations Extending REIT Built-in Gain Recognition Period for Property Acquired from a C Corporation and Tightening the Rules for REIT Spinoffs

-June 14, 2016

M&A Report – Reverse Morris Trusts Revisited

-May 31, 2016

Equal Employment Opportunity Commission Issues Final Wellness Plan Regulations

-May 31, 2016

District Court Issues Troubling Decision in Sun Capital Case: Private Equity Funds Formed “Partnership-in-Fact” and Were Engaged in “Trade or Business,” Liable for Withdrawal Liability Obligations of Portfolio Company

-March 31, 2016

Further Guidance Welcome – Recent German Taxation: Developments Regarding Management Equity Programs

-March 3, 2016

2015 Year-End French Law Update

-February 24, 2016

Treasury Issues Temporary Regulations Regarding the Allocation of Partnership Foreign Tax Expenditures

-February 9, 2016

President Obama Signs Appropriations Bill Exempting Non-U.S. Pension Funds from FIRPTA, Taxing REIT Spinoffs, and Making Other Important Changes to the Taxation of U.S. Real Property Investments by Non-U.S. Investors and the REIT Rules

-December 29, 2015

Amendment to France-Luxembourg Tax Treaty Will Not Tax the Sale of Companies Owning French Real Estate Before 2017

-November 23, 2015

President Obama Signs Bipartisan Budget Act of 2015, Sweeping Aside Rules That Have Governed Tax Audits of Partnerships Since 1982

-November 12, 2015

U.S. Retirement Plan COLAs Unchanged for 2016

-October 21, 2015

Proposed IRS Regulations Target Management Fee Waivers and Other Partnership Interests Received for Services

-July 28, 2015

Webcast – Pension Tension: The Treatment of Underfunded Pensions In and Out of Bankruptcy

-April 30, 2015

U.S. Internal Revenue Service Releases Final Section 162(m) Regulations; Primary Impact Is on Equity Awards Granted by Newly Public Corporations

-March 31, 2015

ECJ Decision Halts 15.5% French Social Taxes on Income from French Property of Certain EU Residents, Inviting up to Two Years of Refunds

-March 6, 2015

2014 Year-End French Law Update

-January 23, 2015

2014 Year-End German Law Update

-January 9, 2015

Applicable As of November 2014, France Lists Which Charges May No Longer Be Imposed by Lessors to Lessees under French Commercial Leases

-November 12, 2014

Qualified Plan Limitations Updated for 2015

-November 5, 2014

Recent Court Decision Upholds Los Angeles County Assessor’s New Interpretation of Documentary Transfer Tax Act

-October 30, 2014

Renegotiation of the France and Luxembourg Tax Treaty: Taxation of Real Estate Capital Gains Now Expanded by Way of a September 5, 2014 Amendment to the Treaty

-September 8, 2014

Renégociation De La Convention Fiscale France Luxembourg : Par Un 4ème Avenant, La France Se Voit Attribuer Le Droit D’imposer Les Plus-Values De Cession De Titres De Sociétés A Prépondérance Immobilière Détenant Des Immeubles En France

-September 8, 2014

2014 Mid-Year French Law Update

-July 22, 2014

Real Estate and Tax Practice News – Sommer 2014 (German language)

-July 22, 2014

Webcast – Using Chapter 11 to Forge Consensual Resolutions in Cross-Border Restructurings

-April 2, 2014

2013 Year-End German Law Update

-January 15, 2014

2013 Year-End U.S. Retirement and Welfare Plan Update: Action Items for Plan Sponsors

-November 19, 2013

Qualified Plan Limitations Updated for 2014

-November 13, 2013

UK Consults on Its AIFM Remuneration Code

-September 26, 2013

First Circuit Issues Troubling ERISA Decision for Private Equity Funds

-August 2, 2013

IRS Announces Six-Month Extension to Implementation of Certain FATCA Provisions

-July 31, 2013

Germany Adopts Capital Investment Act (KAGB) to Implement the European AIFM Directive

-July 22, 2013

Supreme Court’s Defense of Marriage Act Decision Will Have Profound Impact on Employee Benefit Plans

-July 12, 2013

Through the Looking Glass: The Disclosure of Ultimate Ownership and the G8 Action Plan

-June 20, 2013

Obama Administration’s Fiscal Year 2014 Revenue Proposal Would Facilitate Investment in U.S. Real Property by Foreign Pension Funds

-May 22, 2013

Global Legal Insights – Corporate Tax: USA

-May 13, 2013

United States Sentencing Commission Adopts Greater Penalties for Fraud Offenses and Fixes Anomaly in Sentences for Tax Crimes

-April 23, 2013

IRS Issues Detailed Final Regulations Under the FATCA Provisions of the HIRE Act

-January 22, 2013

France Takes Aim at Expats in Switzerland

-January 21, 2013

U.S. Fiscal Cliff Deal Expands Availability of In-Plan Roth Conversions

-January 16, 2013

Expatriation vers la Suisse: la France durcit le ton

-January 14, 2013

Swiss Residents Taxed on a Lump Sum: France Hardens Its Tone

-January 8, 2013

Tax Planning: Accelerating Employee Compensation into 2012

-November 19, 2012

Qualified Plan Limitations Updated for 2013

-October 29, 2012

U.S. Agencies Release Guidance on Shared Responsibility Employer Penalties and Waiting Period Limitations under the Affordable Care Act

-October 25, 2012

December 31, 2012 Deadline for Amending Certain Severance and Other Arrangements for Section 409A Compliance

-September 14, 2012

IRS Releases Final Regulations on Deductions for Personal Use of Business Aircraft

-September 12, 2012

European Court of Justice Permits Cross-Border Movement of National Companies into Other EU Member States by Way of Conversion of Company Form

-September 7, 2012

Transportation/Student Loan Bill Includes Significant Pension Funding Relief and PBGC Premium Increases

-July 9, 2012

Texas Business Taxpayer Amnesty Program Approaching

-May 3, 2012

UK Government Targets Foreign Owners of UK Residential Property

-March 30, 2012

IRS Proposes Detailed Regulations Under the FATCA Provisions of the HIRE Act

-February 9, 2012

Renegotiation of The France-Luxembourg Tax Treaty Targets Capital Gains on French Real Estate Companies

-February 7, 2012

U.S. Tax Issues for Foreign Mobile Application Companies

-February 6, 2012

Transfer Tax Reform Raises Uncertainties

-January 30, 2012

The Supreme Court of India Rules in Favor of Vodafone in a Landmark Judgment

-January 20, 2012

French Transfer Tax Reform Immediately Applicable to Transfer of Shares of Listed and Non-Listed Companies

-January 20, 2012

2011 Year-End German Law Update

-January 10, 2012

De la nouvelle réforme des règles de lutte contre la sous-capitalisation

-January 9, 2012

News Analysis: New Criteria Relevant to French Thin Cap Rules

-January 2, 2012

French Thin Cap Reform — As of January 1, 2012, French Holding Companies Will Have to Demonstrate That Their Decisions Are Made in France

-December 22, 2011

IRS Proposes Regulations to Ease Tax Burdens on Government Investment Funds

-November 4, 2011

Qualified Plan Limitations Updated for 2012

-October 20, 2011

Federal Agencies Propose Comprehensive Volcker Rule Implementation

-October 12, 2011