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740

Practice:

  • Finance Sector
  • 稅務
  • International Tax
  • Mergers & Acquisitions
  • Structured Finance
  • Energy & Infrastructure
  • Derivatives

John Narducci Partner

New York

John has extensive experience in stock and asset acquisitions, including tax-free reorganizations. He has represented purchasers, sellers and lenders in structuring acquisitions and negotiating the tax aspects of stock purchase and asset purchase agreements. Many of these acquisitions involved cross-border transactions.

Working with issuers, underwriters and investment funds, John has advised clients on numerous securities offerings, including securitization transactions, tender option bonds and high yield debt. Such offerings involved issuers in more than 40 countries.

John regularly works on the restructuring of transactions, including structured financings, project financings and energy and infrastructure projects. He advises on the tax planning aspects of such transactions.

Mr. Narducci has been involved in the development of tax-efficient financial structures, particularly in the cross-border context. For example, he has created tax-efficient structures for several investment funds. He also advises several financial institutions with respect to derivatives transactions, including the tax aspects of ISDA Master Agreements.

He also works with regulated and unregulated participants in the energy market on financings and a wide range of other transactions. Some of these transactions involve rural electric cooperatives.

John also advises on the tax aspects of pass-through entities, project financings and a broad range of other matters. He worked on the sovereign debt restructurings of Bulgaria, Costa Rica, Croatia, Nigeria, Poland and Vietnam.

Practice:

  • Technology Companies Group

Serena Tibrewala Managing Associate

New York

Serena also represents investors and venture capital firms on their investments in early and high-growth technology companies.

740

Practice:

  • Technology & Innovation Sector
  • International Trade and Investment
  • Mergers & Acquisitions
  • Responsible Business
  • Strategic Advisory & Government Enforcement (SAGE)

Harry Clark Partner

Washington, D.C.

Harry is experienced in areas such as CFIUS/Exon-Florio examinations of foreign investment, military and “dual use” export control regulations (ITAR/EAR), economic sanctions administered by the U.S. Treasury Department (OFAC), customs regulations, the Foreign Corrupt Practices Act, anti-money laundering rules, anti-boycott requirements and defense industrial security requirements. He executes internal corporate investigations regarding trade and investment rules and advises on such rules in the context of corporate transactions.

Additionally, Harry has extensive experience with government contracting matters. His government contracting work has included, for example, design and implementation of U.S. Defense Department renewable energy projects. He also represents broad industry coalitions on major trade litigations and international negotiations. His experience in these areas includes a leading role in what is often considered the largest-ever international trade dispute: the controversy regarding unfair softwood lumber imports from Canada. It has involved myriad administrative proceedings before federal agencies, NAFTA panel appeals, WTO dispute proceedings, judicial proceedings and international settlement agreements.

Harry has represented a coalition of major U.S. oil companies in antidumping and countervailing duty litigation. As a related matter, he pursues policy issues with congressional and executive branch officials and advises on international trade rules (e.g., GATT, WTO agreements and NAFTA).

Chambers 2022 recognizes Harry as a leader in the field of export controls and economic sanctions (Chambers Global and Chambers USA), as well as CFIUS (Chambers USA). Previous editions have also recognized Harry’s achievements regarding his work related to the Foreign Corrupt Practices Act. Clients note that Harry provides “accurate, straightforward guidance incredibly efficiently” and “he has an ability to translate complex legal requirements and rules into business-friendly jargon.”

Practice:

  • Technology & Innovation Sector
  • Technology Transactions
  • Technology Companies Group
  • IP Counseling & Due Diligence
  • Intellectual Property
  • Mergers & Acquisitions
  • Strategic Advisory & Government Enforcement (SAGE)

Daniel Yost Partner

San Francisco; Silicon Valley

Highly regarded for his expertise, Chambers USA has ranked Daniel for his expertise in Technology Transactions and noted that “His work is solution-driven and his positive personality helps both sides of a negotiation work towards the outcome.” Legal 500 describes his practice as “exceptional” and recommends the practice for its “high client service ethic and great commercial awareness." He is known for his ability to handle complex transactions for science-based technology companies, with work ranging from intellectual property and licensing to distribution agreements and cross-border collaborations, counseling clients on commercial law, copyright, licensing, marketing, patent, privacy, strategic alliances, trademark and trade secrets matters.

Daniel has represented companies in various industries, including biotechnology, cleantech, energy, consumer electronics, entertainment, hardware, internet, media, semiconductor, services, software, telecommunications and wireless. His energy clients include clients in the solar, biofuels, waste to energy and geothermal sectors.

Daniel has acted as key legal counsel in:

  • Manufacturing, distribution and sale arrangements for makers of software, chips, security devices, batteries and solar technologies, among others.
  • Technology transactions with universities, governments and non-profit entities.
  • Copyright, privacy and online pitfalls applicable to Internet companies.
  • Domestic and international collaborations for developers of pharmaceutical products, medical devices, semiconductors and software, among others.
  • Mergers, acquisitions, spin-offs and asset divestitures in a wide range of industries, including biotechnology, health databases, semiconductors medical software, entertainment, Internet browsers and e-commerce.
  • Open software source policy development and compliance.
  • IT and business process services agreements.
  • Venture capital investments in technology-based enterprises.

The former co-chair of both the Technology Transactions and Technology Companies Practice Groups, Daniel is a thought leader on technology transactions issues and programs that focus on the protection and exploitation of intellectual property, having advised on clients such as Weta Digital, Fulcrum BioEnergy, CelLink Corporation, Telenor, Luminar, and Motorola Solutions. He is regularly called up to speak about intellectual property and technology matters and has done so at UC Berkeley, Stanford and other universities and conferences. His work on incentivizing innovation has been published in major papers, including Forbes, the Daily Journal San Francisco and the San Jose Mercury News.

Daniel’s current volunteer work includes serving on the Board of Joint Venture Silicon Valley, the Advisory Counsel for UC Berkeley’s Center for Law, Energy and the Environment and California Environmental Voters. Daniel also advises state and local elected officials on policies to encourage the development and deployment of zero emissions technologies. Daniel’s prior volunteer work includes serving as Mayor and Councilmember in Woodside, California and serving as a founding Board Member of Peninsula Clean Energy – the community choice energy provider serving San Mateo County.

Practice:

  • International Trade and Investment
  • FCPA & Anti–Corruption
  • Anti‐Money Laundering and Bank Secrecy Act
  • Mergers & Acquisitions
  • Responsible Business
  • Strategic Advisory & Government Enforcement (SAGE)

Jeanine P. McGuinness Partner

Washington, D.C.

Jeanine’s clients include major U.S. and foreign financial institutions, and pharmaceutical, technology, defense, space, telecommunications, energy, and infrastructure companies, among others.

Examples of Jeanine’s experience include:

  • Represents clients in preparing voluntary self-disclosures, administrative subpoena responses and license applications, and represents companies in connection with enforcement actions by the Treasury Department’s Office of Foreign Assets Control (OFAC)
  • Provides policy and compliance advice to clients affected by frequent changes in U.S. sanctions, including sanctions targeting Iran, Cuba, and Russia/Ukraine
  • Assists foreign purchasers of U.S. companies in national security reviews, including navigating the CFIUS process, through preparation of notices, meetings with CFIUS member agencies, advising on follow-on investigations, and negotiating and implementing mitigation agreements
  • Assists clients in developing and updating economic sanctions, anti-money laundering, and anti-corruption compliance policies and procedures
  • Represents financial institutions in connection with U.S. federal and state enforcement actions regarding compliance with U.S. anti-money laundering laws and regulations
  • Represents lenders, underwriters, borrowers, and issuers in international lending and capital markets transactions regarding sanctions, anti-corruption, and anti-money laundering issues
  • Advises a U.S. trade association and its member banks regarding U.S. sanctions, anti-corruption, and anti-money laundering issues in lending transactions, and prepares guidance for the industry on these matters
  • Advises financial institutions on the application of U.S. anti-money laundering regulations, with specific emphasis on customer identification program (CIP)/know your customer (KYC)/customer due diligence (CDD) requirements and suspicious activity reporting requirements
  • Regularly advises private equity and hedge funds regarding compliance with U.S. anti-money laundering and sanctions laws and regulations, including with respect to appropriate provisions in subscription materials and enhanced due diligence on high-risk investors
  • Advises clients regarding sanctions-related inquiries from the Securities and Exchange Commission (SEC) and state agencies implementing divestment laws and assists clients in preparing sanctions-related disclosure for inclusion in annual reports to the SEC

Jeanine is ranked in both the CFIUS Experts and Export Controls & Economic Sanctions categories by Chambers USA in 2019, 2020, 2021, and 2022. An interviewee had this to say of their experience working with Jeanine, “I am continuously impressed by her extensive knowledge, excellent communication skills and her ability to wrap her subject matter expertise around the details of the matter and then drive conclusions or recommendations for next steps."

309058

Practice:

  • Technology & Innovation Sector
  • Compensation & Benefits
  • Technology Companies Group

Katherine K. Hogan Senior Associate

Santa Monica

She advises clients on the tax and securities issues related to equity-based compensation, including stock options, restricted stock, employee stock purchase plans and deferred compensation arrangements for both private and public companies as well as in the context of initial public offerings and acquisitions.

Practice:

  • Technology & Innovation Sector
  • Antitrust & Competition
  • Mergers & Acquisitions
  • Private Equity
  • Strategic Advisory & Government Enforcement (SAGE)

Julia Fabian, LL.M. (DMU Leicester) Managing Associate

Düsseldorf

She advises domestic as well as international clients on German and European antitrust and competition law, including mergers, compliance, internal investigations, cartels and abuse of dominance. In addition, Julia advises on foreign direct investment proceedings before the German Federal Ministry of Economic Affairs and Climate Action . Another part of her practice is to provide general corporate counselling.

At the beginning of her career at Orrick, Julia advised national and international clients on complex cross-border mergers and acquisitions, private equity and venture capital investments, so she is experienced in corporate transactions to that extent.

Prior to joining Orrick, Julia worked as research assistant and trainee lawyer for several international law firms in Düsseldorf and Frankfurt.