Corporate Finance

Because of Orrick’s cutting-edge Financial Markets and Public Finance practices, the firm’s Tax Department is known for its pioneering efforts and unique expertise in structuring innovative types of securities. From its role as counsel in the first private mortgage pass-through securities in 1976, to serving as special tax counsel for the first credit card receivables securities in 1986, the Tax Department has become a major player in the fast-growing market for asset-based securities. In conjunction with the firm’s Corporate Department and the finance practices, the Tax Department regularly creates and refines advanced financing techniques for cogeneration power project financing, international sale leasebacks and the latest in corporate debt and equity offerings.

Illustrative financings where we have provided critical tax advice include:

• American Stock Exchange. Orrick counseled the American Stock Exchange on tax issues related to development of the SPDRs™ (Standard & Poor’s Depositary Receipts) series of investment companies.
• Bear Stearns. Orrick advised Bear Stearns on tax matters involving its CBO, CLO (collateralized bond and loan obligation) and SCDO (synthetic CDOs) programs and securitization of 12b-1 fees.
• Caterpillar Financial Services Corp. Orrick advised Caterpillar Financial on tax issues related to its structuring of the first public FASIT (Financial Asset Securitization Investment Trust) transactions.
• Fixed Income and Equity Derivative Products. Orrick represents numerous investment and commercial banks in developing and implementing derivative financial products.
• Salomon Smith Barney. Orrick has advised Salomon Smith Barney in the creation of publicly offered principal protected equity linked securities designed to avoid the adverse effects of the contingent payment debt instrument rules. Orrick also represented Salomon Smith Barney in the transaction PACCT 2002-1, the winner of Asset Securitization Report’s Deal of the Year in the category of most groundbreaking securitization.
• GMAC. Orrick represented GMAC in the transaction GMAC Mortgage 2002-HE-3, the winner of Asset Securitization Report’s most innovative structure.
• JP Morgan Chase. Orrick served as U.S. tax counsel to JP Morgan Chase (Chase Manhattan Bank at the time) with respect to the first non-U.S. credit card securitization.
• Credit Suisse First Boston. Orrick advised this international bank in connection with a securitization of “future flows” for various Turkish and Mexican banks.