Corporate Transactions

Tax structuring for clients involved in mergers and acquisitions is an important part of Orrick’s extensive corporate tax planning capability. Tax Department lawyers have been involved in domestic and international transactions involving purchases and acquisitions, business combinations and divestitures, corporate restructuring such as recapitalizations, multi-tier spin-offs and split-offs and hybrid entities, and innovative transactions involving the consolidated return regulations.

Our lawyers are involved daily in providing corporate tax consultations to the tax departments of many of the largest publicly held companies. The Department also provides corporate and shareholder tax planning for closely held corporations ranging from mid-size companies to the very largest.

Illustrative corporate transactions where we have provided extensive tax advice include:

• REIT Acquisitions. Orrick represented RREEF as advisor to CalPERS in its $2 billion acquisition of Cabot Industrial PropertiesTrust, a publicly-traded REIT, and to another public pension plan on the acquisition of a private REIT. Orrick also represented Layton-Belling & Associates in its organization of a real estate fund, including a private REIT structure, and AMB Properties in its organization of a joint venture structure using a private REIT.
• PG&E Corporation. Orrick has been a long-time tax advisor to PG&E Corporation, providing advice regarding many of the corporation’s activities, including restructuring into a holding company with internal spin-offs of non-utility assets, “Morris Trust” acquisition of natural gas operations of Valero Energy Corporation, termination of its joint venture with Bechtel Corporation, the restructuring and buyout of power purchase agreements, and most recently, the plan for restructuring of its utility subsidiary.
• Varian Associates, Inc. Orrick counseled this company with respect to tax issues related to its spin-off of two operating divisions into separate public companies and the sale of other business units, leaving the company as Varian Medical Systems, Inc., to operate as a pure?play medical equipment company.
• Acquisitions. Orrick has advised America Online, Inc. regarding tax issues associated with its acquisitions, such as MovieFone and when.com., Corixa in its $570 million acquisition of Coulter Pharmaceuticals, and Paradigm in its acquisition of Paidos.
• Dispositions. Orrick represented McMorgan & Co. in its sale to an affiliate of New York Life, Fritz Companies in the tax aspects of its disposition to USP, InterDyne in its acquisition by Tyco, and GetThere in its acquisition by Sabre Holdings Corporation.
• Electric Cooperatives. Orrick has represented numerous generation and transmission cooperatives in connection with the defeased sale-leaseback of their generating assets.
• Debt Restructuring. Orrick represented unsecured creditors in connection with the bankruptcy of Reliance Group Holdings, one of the nation’s largest insurance companies, advised the company in a confidential tax-efficient restructuring of partnership debt as well as a restructuring of debt issued in a "turbo-FSC" leasing transaction, and advised creditors in another very large confidential representation involving unique entity and security devices for NOL preservation.
• Federal Agency. Orrick represented an agency of the United States in connection with the sale-leaseback of various operating assets.
• US Airways. Orrick acted as tax and corporate counsel for the lead investor in this distressed airline restructuring.
• Central Garden & Pet Company. As counsel to this leading producer of consumer garden and pet products, Orrick has advised on tax issues involved in the company’s program of “mid-market” acquisitions, spanning decades.