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100229

Practice:

  • Corporate Governance
  • Technology Companies Group
  • Mergers & Acquisitions

Scott Porter Senior Corporate Counsel

San Francisco

Scott was an associate at the firm from 1998 until 2006 and has experience in mergers and acquisitions, corporate finance, securities law and general corporate matters.

Prior to joining Orrick, he was an associate at Pillsbury Madison & Sutro LLP from 1997 to 1998.

Practice:

  • Finance Sector
  • 稅務

Peter Elias Partner

Santa Monica

He regularly assists in the tax planning and structuring of emerging companies and other transactions relevant to their formation and sale, including founder loan share purchases and secondary sales, “Up-C” IPO transactions, obtaining and optimizing “qualified small business stock” tax benefits, conversions of limited liability companies, structuring and documenting “profits interests” and other favorable equity to founders, as well as M&A, joint ventures, equity and debt financings, buyouts, divestitures, and restructurings. He has significant experience in real estate and related transactions, including structuring and tax planning for private equity investment funds, joint ventures, and like kind exchanges and other tax-advantaged exit strategies, including:

  • Tax planning and structuring for private equity and venture capital investment vehicles, including the use of parallel or alternative investment vehicles, co-investment vehicles, or other similar structures to accommodate participation by tax-exempt entities and/or non-U.S. parties.
  • Implementing tax efficient structures and exit strategies for U.S. real estate projects, joint ventures or similar vehicles, including recapitalizations, in-kind distributions, leveraged recaps, as well as like-kind exchange structures pursuant to tax code section 1031.
  • Providing advice and tax structuring for investment funds and related entities in connection with secondary market purchases of debt securities and debt instruments, including distressed debt, as well as related debt modifications, workouts, foreclosures and/or related resolutions.

Pete has spoken and written extensively in areas involving private equity, venture capital, hedge and real estate funds, real estate joint ventures and distressed debt, and private equity transactions.

Pete also is an adjunct professor at the U.C. Irvine School of Law, having created and taught classes focused on Tax Planning for Real Estate Transactions, for both JD and LLM (taxation) students.

Practice:

  • Finance Sector
  • 稅務

Peter Elias Partner

Santa Monica

He regularly assists in the tax planning and structuring of emerging companies and other transactions relevant to their formation and sale, including founder loan share purchases and secondary sales, “Up-C” IPO transactions, obtaining and optimizing “qualified small business stock” tax benefits, conversions of limited liability companies, structuring and documenting “profits interests” and other favorable equity to founders, as well as M&A, joint ventures, equity and debt financings, buyouts, divestitures, and restructurings. He has significant experience in real estate and related transactions, including structuring and tax planning for private equity investment funds, joint ventures, and like kind exchanges and other tax-advantaged exit strategies, including:

  • Tax planning and structuring for private equity and venture capital investment vehicles, including the use of parallel or alternative investment vehicles, co-investment vehicles, or other similar structures to accommodate participation by tax-exempt entities and/or non-U.S. parties.
  • Implementing tax efficient structures and exit strategies for U.S. real estate projects, joint ventures or similar vehicles, including recapitalizations, in-kind distributions, leveraged recaps, as well as like-kind exchange structures pursuant to tax code section 1031.
  • Providing advice and tax structuring for investment funds and related entities in connection with secondary market purchases of debt securities and debt instruments, including distressed debt, as well as related debt modifications, workouts, foreclosures and/or related resolutions.

Pete has spoken and written extensively in areas involving private equity, venture capital, hedge and real estate funds, real estate joint ventures and distressed debt, and private equity transactions.

Pete also is an adjunct professor at the U.C. Irvine School of Law, having created and taught classes focused on Tax Planning for Real Estate Transactions, for both JD and LLM (taxation) students.

434173

Practice:

  • Employment Advice & Counseling
  • Employment Law & Litigation
  • Complex Litigation & Dispute Resolution

Alexandra Kleemann Managing Associate

San Francisco

Alex draws on her experience representing clients at all stages of development on a variety of matters, including litigating employment and contract disputes; conducting internal investigations; guiding clients through complex executive terminations and large-scale reductions-in-force; defending clients before state agencies in wage-and-hour, discrimination, and labor-related disputes; drafting internal policies; conducting due diligence for mergers and acquisitions and other corporate transactions; and advising clients on compliance with the complex web of federal, state, and local employment laws and regulations.


740

Practice:

  • Funds
  • Banking & Finance
  • Mergers & Acquisitions
  • Real Estate
  • Fintech
  • Blockchain & Digital Assets

Dolph Hellman Partner

San Francisco

Dolph concentrates his sophisticated practice on private equity investor representation and fund formation as well as representing financial institutions and corporations in privately negotiated debt transactions. Dolph counsels some of the largest public pension plans in the United States and other institutional investors and helps them achieve their business goals with respect to various U.S.-based and international alternative investments (including funds focused on real estate, buy-out, venture capital and mezzanine investment opportunities) as well as sponsors in fund formation.

In addition, Dolph has a broad range of experience in commercial lending transactions, including secured financings, unsecured and asset-based financings, vendor and customer financings, subscription credit facilities, project financing, venture debt financings, letters of credit, receivables purchase financings and leasing. Dolph's clients include various financial institutions, Fortune 500 companies and numerous start-up companies (the latter group of which he represents in dozens of venture debt financing transactions each year for which he is recognized as one of the leading company-side counsel in the San Francisco Bay Area).

740

Practice:

  • Funds
  • Banking & Finance
  • Mergers & Acquisitions
  • Real Estate
  • Fintech
  • Blockchain & Digital Assets

Dolph Hellman Partner

San Francisco

Dolph concentrates his sophisticated practice on private equity investor representation and fund formation as well as representing financial institutions and corporations in privately negotiated debt transactions. Dolph counsels some of the largest public pension plans in the United States and other institutional investors and helps them achieve their business goals with respect to various U.S.-based and international alternative investments (including funds focused on real estate, buy-out, venture capital and mezzanine investment opportunities) as well as sponsors in fund formation.

In addition, Dolph has a broad range of experience in commercial lending transactions, including secured financings, unsecured and asset-based financings, vendor and customer financings, subscription credit facilities, project financing, venture debt financings, letters of credit, receivables purchase financings and leasing. Dolph's clients include various financial institutions, Fortune 500 companies and numerous start-up companies (the latter group of which he represents in dozens of venture debt financing transactions each year for which he is recognized as one of the leading company-side counsel in the San Francisco Bay Area).

456536

Practice:

  • Technology Companies Group

Lauren Nilles Associate

New York

Lauren also represents investors and venture capital firms in their investments in technology companies. 

Prior to joining Orrick, Lauren was an associate in the Corporate Group at Wilson Sonsini Goodrich & Rosati in New York. 

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.

456536

Practice:

  • Technology Companies Group

Lauren Nilles Associate

New York

Lauren also represents investors and venture capital firms in their investments in technology companies. 

Prior to joining Orrick, Lauren was an associate in the Corporate Group at Wilson Sonsini Goodrich & Rosati in New York. 

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.

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.