Tax

Why Cooley

Our full-service team of tax lawyers focuses on all aspects of US and UK tax law, including domestic and international issues. We advise on thousands of transactions annually, providing strategic and actionable tax counsel to clients across a variety of sectors, including technology, life sciences, energy, telecommunications and real estate. From small startup deals to multibillion-dollar mergers and acquisitions, we collaborate seamlessly with clients and across Cooley practices from the earliest stages of each transaction – always with the same unwavering goal to deliver sophisticated, creative and practical tax solutions that work.

Areas of practice

Mergers and acquisitions

• Represent both acquiring and target companies in the public and private sectors, managing taxable and tax-free combinations and divestitures, and addressing the tax consequences of financing these transactions 
• Handle complex transactions, such as leveraged buyouts, spinoffs, subsidiary purchases and recapitalizations
• Advise on tax-efficient structures, negotiate the tax aspects of acquisition agreements and provide tax opinions

Emerging companies

• Advise the numerous new businesses formed by our emerging companies practice on issues ranging from choice of entity and capital structure to management incentives

Life sciences, technology transactions and intellectual property

• Provide strategic advice on tax-efficient ways to develop, own and transfer IP, including joint ventures and corporate partnering arrangements
• Offer guidance on domestic and cross-border licenses and other life sciences collaborations
• Advise clients on the cross-border implications of the ownership, utilization and disposition of IP, including review of intercompany agreements and other contractual arrangements

Investment funds

• Leverage our extensive knowledge to structure funds in the most tax-efficient manner for raising equity capital
• Advise fund clients on implementing investments and fund structures to avoid adverse tax consequences for investors with specific needs, such as tax-exempt or foreign entities

International

• Provide advice on international tax issues for cross-border transactions, including mergers and acquisitions, technology transfers, domestic and foreign joint ventures, financings, and public offerings
• Counsel on the domestication of foreign companies and the inversions of domestic companies
• Assist with the establishment of international equity incentive plans, tailored to meet global standards and client needs

Capital markets

• Counsel domestic and international clients on debt and equity offerings, representing both issuers and underwriters
• Advise non-US companies and US investors on the tax consequences of US investment in foreign equities, including the application of controlled foreign corporation and passive foreign investment company rules

Debt

• Represent borrowers and lenders in complex debt financings
• Provide advice on public and private debt issuances
• Advise on technical debt issues, including convertible debt, fungibility, tax integration, hedging and other complex matters

Compensation and benefits

• Provide recommendations on tax aspects related to equity incentives, nonqualified deferred compensation, employment taxes and tax withholding