Select Section
Overview
JOHN HAS EXTENSIVE EXPERIENCE ADVISING CLIENTS ON FUND FORMATION AND PARTNERSHIP TAX MATTERS, MERGERS & ACQUISITIONS, AND INTERNATIONAL TAX MATTERS.
John is a Partner in Dorsey & Whitney's Tax practice, a former member of the firm's Policy Committee (Board of Directors) and former head of the Palo Alto office.
John’s fund formation and partnership tax experience includes:
- Advising on the formation of, and investments and dispositions by, private equity funds, including offshore and cross-border funds and funds investing into operating partnerships.
- Resolving issues related to multi-tier partnership structures, equity compensation of fund managers and employees, and use of blocker corporations and splitter partnerships.
- Managing “unrelated business taxable income,” “effectively connected income” and non-U.S. tax consequences for fund investments.
- Structuring of acquisitions and dispositions of portfolio companies using partnership structures.
- Tax planning and implementation of renewable energy tax credit structures, including partnership flips and sale-leaseback arrangements.
John's M&A experience includes:
- Tax planning and advice in connection with mergers, acquisitions, tax-free reorganizations, spin-offs, dispositions and financings for public and private companies.
- Developing, reviewing and negotiating deal structures, term sheets, transaction documents, escrow and earn-out arrangements, and post-acquisition restructurings.
- Identifying and resolving tax issues related to S corporations, LLCs and partnerships, including multi-tier and "Up-C" structures.
- Structuring incentive compensation arrangements, including profits interests and rollover equity.
John’s international tax experience includes:
- Resolving U.S. tax issues related to cross-border mergers, acquisitions and investments using corporate and partnership vehicles.
- Providing inbound and outbound tax planning and advice related to multinational structures, worldwide tax reduction strategies, inversion transactions, transfers of intangibles, cost-sharing arrangements, controlled foreign corporation and passive foreign investment company issues, tax treaty eligibility, cross-border licensing and intercompany agreements.
- Advising on cross-border transactions involving acquisitions and investments in various jurisdictions.
Experience
Client Achievements
- 德汇代表亿腾医药就其收购礼来旗下两款著名抗生素产品希刻劳®和稳可信®以及位于苏州的希刻劳生产工厂提供全面法律服务 Dorsey Represents Eddingpharm in Acquisition of Eli Lilly’s Rights in China for Ceclor® and Vancocin® as well as its Ceclor Manufacturing Facility in Suzhou
- Liberty Global leads cable consolidation in Puerto Rico
- Beijing-based Ninebot completes strategic acquisition of Segway
- Louisville Slugger brand to grow through historic transaction
- Tekmira and OnCore merge to create global company focused on HBV treatment
- Beverage company refinances major acquisition
- Dorsey Advises Sponsor in UBTECH ROBOTICS IPO
Representative Clients & Transactions
Fund Formation and Portfolio Investments
|
|
Mergers & Acquisitions
- LSI Logic ($3.5 billion acquisition of Agere Systems)
- Ameritrade ($2.9 billion acquisition of TD Waterhouse)
- RightNow Technologies ($1.5 billion sale to Oracle)
- ADC Telecommunications ($1.25 billion sale to Tyco Electronics)
- Genentech ($919 million acquisition of Tanox)
- Altiris ($830 million sale to Symantec)
- Business Objects S.A. ($820 million acquisition of Crystal Decisions)
- Savvian ($780 million cross-border sale to GCA)
- IndusInd Bank ($750 million placement)
- Diapers.com ($500 million sale to Amazon)
- Liberty Global Plc ($273 million acquisition of Puerto Rico Cable Acquisition Company/Choice Cable TV)
- Carlisle Companies ($265 million acquisition of Thermax-Raydex business from Belden)
- RBL Bank ($250 million initial public offering in India)
- Medtronic ($200 million acquisition of Cardiocom LLC)
- Buy.com ($250 million sale to Rakuten)
- Jobs2Web ($110 million sale to SuccessFactors/SAP)
- Sybase ($100 million acquisition of XcelleNet)
- Cypress Semiconductor (IPO and spin-off of SunPower, $100 million cross-border acquisition of FillFactory, $70 million sale of assets to NetLogic, $53 million sale of Silicon Valley Technology Center to Oak Hill Capital Partners)
- Otter Tail Corporation ($87 million sale of Idaho Pacific Holdings)
- Xcel Energy ($75 million acquisition of electricity generation facility)
- Tri-State Generation and Transmission (acquisition of coal mine from Rio Tinto plc)
- Expedia (acquisitions of CarRentals.com and others)
- Google (acquisitions of Neven Vision, Jot and 265.com and international tax planning)
- Logitech (acquisition of Slim Devices)
- Network Appliance (sale of assets to Blue Coat Systems)
- AVAST Software a.s. (acquisitions of U.S. companies and assets)
- Ninebot Ltd. (acquisition of Segway Inc.)
- Airspan Networks (tax planning)
- NetDocuments (acquisition)
- Nu Skin Enterprises (various acquisitions)
- KUIU (tax planning)
- The Scripps Research Institute (tax planning)
- Zions Bancorp (various acquisitions)
- Purple Innovation Inc. (Up-C structure and public offering)
International Tax Planning
- 3Com (international tax planning and various acquisitions)
- Allied Nevada Gold (international tax structuring and acquisitions)
- AYTU Biopharma (international tax planning)
- Emigrant Bank (domestic tax planning and portfolio investments)
- Franco-Nevada Corporation (international tax structuring)
- IEEE (international tax structuring)
- Infosys (domestic tax planning)
- Intuit (domestic tax planning)
- Kodiak Oil & Gas Corporation (international tax structuring)
- Mitsubishi Heavy Industries America (domestic tax planning)
- Northern Tier Energy (publicly traded partnership tax planning)
- Rambus (international tax planning)
- Suntory Holdings Ltd. (tax planning in connection with international debt offering)
- SUPERVALU (domestic transactional planning)
- Unilever (domestic tax planning)
- Water Pik, Inc. (domestic tax planning)
- Wipro (domestic tax planning and acquisitions)
News & Resources
Articles
October 19, 2020
July 6, 2015
News & Press Mentions
June 28, 2024
December 29, 2023
October 6, 2017
December 16, 2013
Events & Speaking Engagements
September 28, 2016
Select Presentations
- American Bankruptcy Institute VALCON 2019, Impact of Tax Reform
- Tax Implications of Offshoring IP
- Foreign Tax Credits: The Direct and Indirect Credits
- Investing in Non-U.S. Companies: An Introduction to ‘CFC’ and ‘PFIC’ Issues
- Cross-border Planning with Respect to Outbound Nonrecognition Transactions
- Going Offshore: Use of Foreign Corporations in Acquisitions
- New Global Frontiers: International Tax Considerations for Portfolio Companies
Industries & Practices
Banking & Financial Institutions
Explore This Practice View client achievements related to this practice View resources related to this practiceEnergy & Natural Resources
Explore This Practice View client achievements related to this practice View resources related to this practiceHealthcare & Life Sciences
Explore This Practice View client achievements related to this practice View resources related to this practice- Banking & Financial Institutions
- Capital Markets
- China
- Closely Held Businesses
- Emerging Companies
- Energy & Natural Resources
- Europe
- Healthcare & Life Sciences
- India
- Investment Funds
- Mergers & Acquisitions
- Private Equity
- Tax
- Technology
