Private Equity, Venture Capital and Leveraged Buyouts


Following the life cycle of a leveraged buyout, this panel of tax law experts discusses tax issues and tax structuring for each stage in the cycle, including acquisition, cash withdrawal, initial public offering, and restructuring or workout.


I. Introduction
        A. Overview
II. Leveraged Buyout Life Cycle
        A. Life Cycle Stages
        B. Acquisition Stage
                1. Amortizable Stepped-Up Basis
                2. Acquisition of an S Corporation
                3. Two-Tier Acquisition Structure
        C. Cash Withdrawal Stage
        D. Initial Public Offering Stage
                1. Structure of the Offering
                2. Alternate IPO Approach
                3. Legitimate Tax Planning?
                4. Economic Substance
                5. Two Separate Securities?
                6. Differences in Securities
        E. Cancellation of Indebtedness Income
                1. Situations Involving CODI
                2. CODI Deferral Election
                3. Acceleration Events
                4. Preserving Net Operating Losses
                5. Consequences to Creditor Holders
                6. Sale in Connection With Bankruptcy
                7. Avoiding “G” Reorganization

Content Provided

The American Intellectual Property Law Association (AIPLA) is a national bar association constituted primarily of lawyers in private and corporate practice, in government service, and in the academic community, with approximately 16,000 members. AIPLA represents a wide and diverse spectrum of individuals, companies and institutions involved directly or indirectly in the practice of patent, trademark, copyright, and unfair competition law, as well as other fields of law affecting intellectual property. Our members represent both owners and users of intellectual property.

AIPLA was formed in 1897 to maintain a high standard of professional ethics, to aid in the improvement in laws relating to intellectual property and in their proper interpretation by the courts, and to provide legal education to the public and to its members on intellectual property issues.

AIPLA is governed by a Board of Directors and has a staff of 25, headed by an Executive Director, located in Arlington, Virginia. AIPLA has more than 45 administrative and substantive committees which provide education to their members and formulate proposed positions for the Board of Directors to consider adopting as Association policy.
AIPLA is also actively involved in shaping US intellectual property policy through its work on legislation, federal regulations, and intellectual property cases in the US courts. Internationally, AIPLA has spearheaded a worldwide campaign to reduce the costs of procurement and enforcement of patents and trademarks, regularly participates in meetings of the Word Intellectual Property Organization, and maintains close relations with foreign IP officials and practitioners.

To qualify for membership, applicants must be members in good standing of the Bar of a court of record of the United States or any State. Foreign affiliate members must be able to practice in a court of general jurisdiction in their countries, or registered to practice before the Patent or Trademark Office in their country of citizenship or practice, to be considered for membership. AIPLA also has student affiliate memberships available for those regularly enrolled in a law school approved by the Association of American Law Schools and affiliate membership is available to patent agents who are registered with the USPTO. Approximately 63% of the regular members are in private practice, 33% in corporate practice, with the remainder in the government or academia. See our membership application for more information.

AIPLA conducts three regularly scheduled conferences a year, mid-winter, spring, and fall, at which the Association offers educational seminars on the latest developments in intellectual property law. In addition, AIPLA conducts several stand-alone seminars on specialized areas of intellectual property law throughout the year around the country, as well as online educational programs.

The Association produces a number of informative publications including the AIPLA Quarterly Journal (a scholarly law journal published four times a year), the AIPLA Bulletin (an overview of AIPLA meetings published electronically three times a year, and meeting papers from the regularly scheduled conferences and nationwide seminars. The Association also provides its members online access to a membership directory. Finally, AIPLA biennially publishes the Report of the Economic Survey, providing a significant benchmarking tool for compensation and charges in the intellectual property law field.


Speakers / Authors:

Photo of Deborah L. Paul

Deborah Paul
Wachtell, Lipton, Rosen & Katz

Deborah L. Paul is a partner in the New York office of Wachtell, Lipton, Rosen & Katz. She focuses focuses on the tax aspects of corporate transactions, including mergers and acquisitions, joint ventures, spinoffs and financial instruments. Ms. Paul has been the principal tax lawyer on numerous domestic and cross-border transactions, including strategic acquisitions and private equity buyouts, in a wide array of industries, including telecommunications, oil and gas, food, defense and energy. She was elected partner in 2000.

Ms. Paul is an active member of the Executive Committee of the Tax Section of the New York State Bar Association. Prior to joining the Firm in 1997, Ms. Paul was an assistant professor at the Benjamin N. Cardozo School of Law (1995-1997) and an acting assistant professor at New York University School of Law (1994-1995). She clerked for Chancellor William T. Allen of the Court of Chancery of the State of Delaware (1989-1990).

Ms. Paul received an A.B. from Harvard University in 1986, a J.D. from Harvard Law School in 1989 and an LL.M. in taxation from New York University School of Law in 1994.

Photo of John J. Creed

John Creed
Simpson Thacher & Bartlett LLP

John J. Creed is a partner at Simpson Thacher & Bartlett LLP, where he is a member of the firm’s Tax Department. Mr. Creed’s practice includes advising on private equity funds, hedge funds, mergers and acquisitions (including tax-free spin-offs), cross-border tax matters, partnerships, joint ventures, securitizations and financing transactions.

The clients Mr. Creed has advised in private equity and fund transactions have included Blackstone, Cypress, Evercore, Lehman Brothers, The Carlyle Group, Quadrangle, JC Flowers and many others. Mr. Creed has advised private equity funds, investment banks and corporations in the structuring of various acquisitions, financings, financial instruments and restructurings. He has also advised non-U.S. corporations in structuring acquisitions and operations in the United States and non-U.S. issuers in raising capital in the United States. Mr. Creed has worked on numerous domestic and international joint venture transactions including investment in Asia, Latin America, South Africa, Europe and Japan.

Mr. Creed became a partner at Simpson Thacher in 1996. He graduated with High Honors in 1985 from Trinity College Dublin School of Law and received his L.L.M. in taxation from New York University School of Law in 1988.

Mr. Creed is a member of the Association of the Bar of the City of New York. He was admitted to the New York State Bar in 1986. He is also admitted to practice before the U.S. Court of Appeals for the Eighth Circuit.

Photo of Patrick C. Gallagher

Patrick Gallagher
Kirkland & Ellis LLP

Patrick C. Gallagher is a partner in the New York office of Kirkland & Ellis LLP. He handles structuring and tax aspects of complex domestic and cross-border transactions for private equity and other clients, including acquisitions and divestitures, fund formation, public offerings and other financings, and restructurings.

Mr. Gallagher has been named as a leading tax attorney in both Chambers USA, America's Leading Lawyers for Business (annually since 2005), which describes him as "someone who solves problems," has a "wonderful presence," "[pays] scrupulous attention to all the details," and is an "astute attorney;" and Who's Who Legal: Corporate Tax (annually since 2003).

In 1974, Mr. Gallagher graduated from Pomona College with a B.A. He earned his M.A. from the University of Chicago in 1977 and his J.D., cum laude from Harvard Law School in 1985. He is admitted to practice in Illinois and New York.

Photo of William D. Alexander

William Alexander
Internal Revenue Service

William D. Alexander is the Associate Chief Counsel (Corporate) at the Internal Revenue Service. He has been with the IRS Office of Chief Counsel (Corporate) since 1990. Prior to joining the IRS, he was associated with Simpson Thacher & Bartlett in New York. He has a bachelor’s degree from Cornell University, a law degree from Columbia Law School, and an LL.M. in taxation from New York University School of Law.



Standard Rate: $124.00
Subscribers: FREE
Pillsbury U Online: $124.00


Course Code : 776335
Release Date : 1/1/2011 12:00:00 AM
Length : 1hr 10min
Recorded Date : 4/22/2010
Format Type : Video

Accreditation Info

Returning Subscribers