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Municipal Restructuring and Insolvency

In addition, reliable access to capital has been interrupted in recent years by unprecedented turmoil and change in the bond market and the near disappearance of the bond insurance industry. Rising pension and post-employment benefits costs combined with a generally flat or only slightly increasing revenue picture have been significant challenges for many communities. Credit deterioration, on the part of both municipalities and financial counterparties, has caused some transactions, particularly those involving variable rate debt and/or interest rate swaps, to unravel. In the face of these ...

Merger Review

With attorneys in the United States, Europe and Asia, the team offers clients seamless service for multi-national transactions, including private and public takeovers. Our lawyers have extensive experience managing and devising solutions for high-profile transactions in key sectors, such as airlines, oil and gas, infrastructure, telecommunications, chemicals, pharmaceuticals, media, leading consumer branded goods, and food and grocery. We regularly appear before competition agencies such as the U.S. Department of Justice, the U.S. Federal Trade Commission, the European Commission and national ...

Pension Obligation Bond Financing

History That financing and a number of copy-cats that rapidly followed were tax-exempt and primarily driven by then legal arbitrage possibilities. Many of these transactions were structured as lease financings or as installment sales of annuities. Tax-exempt pension obligation bonds largely came to an end with the introduction of tax legislation that became part of the Tax Reform Act of 1986. However, we have continued to work on pension bonds that are tax-exempt because of special transition rules or special (non-arbitrage) situations. A new taxable version of pension obligation bonds ...

Private Litigation

We have extensive experience with every type of antitrust claim, including claims involving price fixing, predatory pricing and buying, bundling and loyalty programs, tying, exclusive dealing, monopolization, product distribution, counterclaims in infringement actions, mergers and acquisitions. We routinely handle the most challenging antitrust claims and procedurally complicated antitrust litigation, at times managing scores of cases involving many parties spanning multiple jurisdictions. Our lawyers have a strong record in both the trial and appellate courts. In fact, companies often turn ...

Post-Issuance Tax Compliance

Such efforts include: (i) the distribution of tax questionnaires to 501(c)(3) borrowers and governmental issuers of tax-exempt bonds inquiring as to the scope and extent of post-issuance compliance practices and the date of adoption of written post-issuance tax policies; (ii) annual reporting requirements for 501(c)(3) borrowers of tax-exempt bonds in the form of IRS Schedule K (IRS Form 990), which requires detailed information regarding outstanding tax-exempt bonds and private business use calculations; (iii) audits of tax-exempt bonds (including physical examination of the bond financed ...

Higher Education, Exempt Organization & Governmental Financings - Tax Presentation

by Larry Sobel and Charles C. Cardall | November.07.2016

Topics covered: Qualified Equity - Allocation & Accounting Rules for Private Business Use Refunding Into Flexibility - Anticipatory Remedial Action In Connection With A Refunding Maximizing The Insubstantial - Multipurpose Elections &The $15 Million Limitation The Changing Landscape Of Private Service Contracts: Revenue Procedure 2016-44 Private Business Use - Research Contracts Private Business Use - Material Transfer Agreements Private Business Use - Incidental Use Exception & Examples & Short Term Use Exception Private ...

Private Wealth

These clients are usually private persons and we do not reveal their names. Often they own large, closely held corporations or are founders of public corporations. Our goal in working with these clients is to formulate estate plans and business arrangements that meet the client’s personal and business needs, while minimizing the tax costs (income, gift, estate, and generation-skipping tax) inherent in the transfer of wealth. The Department’s work with these families includes comprehensive wealth transfer planning, business succession planning, corporate recapitalizations, the creation of ...

Governmental Affairs

Services provided by this group include state contract procurement, intervention to create opportunities or to solve problems, the management of legislative and administrative activities - ranging from monitoring, research, and consultation - to direct and indirect lobbying to affect either enactment, amendment, or defeat of proposals. The firm has advised and appeared before, or provided services to, the Governor and his administration, every constitutional officer, the state legislature, many of its committees, and virtually all California state agencies, including the following entities: ...

Industrial Development, Pollution Control and Solid Waste Financing

Reflecting restrictions imposed by the Tax Reform Act of 1986, our more recent financings have focused on solid waste disposal and resource recovery projects. At the same time, we have continued our leadership in “small-issue” industrial development bond financings in California. We also have extensive experience under the old air and water pollution control rules, as well as financings for “two-county” utility projects and other exempt facilities. Members of this group, while serving as bond counsel for the majority of projects, have diverse experience in representing all parties to private ...

Antitrust/Intellectual Property

Orrick’s Antitrust and Competition Group is often called upon to guide clients through the challenging antitrust and competition issues that arise in obtaining, licensing and protecting intellectual property rights. We help owners of IP rights realize the value of their innovation, while guiding them through the minefield of licensing practices that can create antitrust or competition problems, or provide the basis for a patent misuse defense in an infringement action. Our antitrust and competition lawyers work with Orrick’s intellectual property lawyers in developing license agreements, ...

International Trade & Compliance

Major companies such as General Electric, Intel and Marathon Oil commonly rely on us to help them overcome the most challenging barriers to cross-border business. We’ve counseled global financial institutions on how to comply with U.S. and EU economic sanctions against Russia. We’ve obtained national security clearance in one of the few CFIUS cases that has gone to the President for approval. We’ve resolved compliance and government affairs challenges related to trade in security-sensitive electronics products. We’ve advanced the interests of some of the largest industrial businesses in ...

Huawei Entity List Action – Update

by Harry Clark and Milana Karayanidi | August.30.2019

The U.S. government has expanded trade sanctions against Huawei Technologies Co. Ltd. ("Huawei") to cover additional Huawei affiliates but also extended and modified a general license that authorizes otherwise forbidden activity relating to designated Huawei entities. As described in our previous alert, the U.S. Department of Commerce's Bureau of Industry and Security ("BIS") placed Huawei and 68 Huawei non-U.S. affiliates in 26 countries on BIS's Entity List, effective May 16, 2019.  In addition, BIS issued a temporary general license (the "TGL") covering certain transactions with Huawei ...

Lease Revenue and Certificates of Participation

Since 1985, Orrick served as bond, underwriter's or special counsel in nearly 1,300 lease transactions totaling more than $65 billion. Orrick was counsel to the underwriters in connection with one of the largest multiple lease financings, the $760.8 million bankruptcy recovery financing for Orange County. These lease revenue bonds or certificates of participation have been used to finance such projects and programs as: office buildings, public administration buildings, courthouses, police and fire stations, civic center complexes, museums and convention centers elementary and high ...

U.S. Supreme Court

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