Waddell & Reed Financial, Inc., Claimant v. Torchmark Corporation, Respondent (American Arbitration Association Commercial Arbitration)
Dispute over interpretation of provisions in Tax Allocation Agreement in which Claimant’s position and Respondent’s position differed by approximately $20,000,000. Responsible for Respondent’s initial brief, final brief, direct examination of expert witness and cross-examination of Claimant’s expert witness. The Arbitration Panel unanimously found for Respondent.
Acquisition of SouthTrust Corporation by Wachovia Bancorp
Rendered tax opinion in $14 Billion transaction.
$150 Million Timber Investment LLC
Drafted allocation, distribution and other financial and tax-related provisions of an LLC agreement (including complicated carried interest) for a joint venture between the retirement system of a state and a TIMO serving as manager. The LLC invested over $150 Million in timberlands to be acquired, developed, managed and disposed of by the entity. Rendered tax opinion required by state retirement system.
$180 Million Timber Investment LLC
Drafted allocation, distribution and other financial and tax-related provisions of an LLC agreement (including intricate carried interest) for a joint venture among the retirement systems of two states and a TIMO serving as manager. The LLC invested $180 Million in timberlands to be acquired, developed, managed and disposed of by the entity.
$29 Million Swing in Tax Court Litigation
Key member of litigation team representing a major oil and gas exploration and production company and local natural gas distributor in dispute with IRS regarding a change in accounting method for costs of pipeline repairs. IRS issued a $28mm Notice of Deficiency for taxable years 2007 and 2008; reached settlement with government in Tax Court proceedings which resulted in client receiving refunds totaling $856,000.
$400 Million Timber Fund Offering
Provided federal and international tax advice with respect to the formation of, and offering of interests in, a timber fund by an established timberland investment management organization (TIMO). The fund raised in excess of $400 Million, included both a Delaware fund and a Cayman Islands parallel fund and is comprised of U.S. and international investors, including corporate and public retirement systems, foundations and private investors.
Formation of Joint Venture and Sale of Interest in Major Real Estate Transaction.
Provided tax and business planning advice and analysis to a national property development, management, leasing and construction company and its principals in connection with the sale of an interest in a major real estate project to an institutional investor. Drafted allocation, distribution and other financial and tax-related provisions of LLC agreements for a multi-tiered structure holding the project.