Stephen D. Rose

Profile
Publications

Stephen D. Rose is a partner of Munger, Tolles & Olson, concentrating on the structuring and taxation aspects of complex business transactions. Mr. Rose has been recognized for his legal work by Chambers USA and Best Lawyers in America (Woodward/White), is listed as “highly recommended” by PLC Which Lawyer and is a fellow of the American College of Tax Counsel.

Mr. Rose's practice focuses primarily on the structuring and taxation aspects of mergers and acquisitions (both domestic and international), joint ventures (including LLCs and partnerships), real estate transactions (including REIT and UPREIT transactions and like-kind exchanges), venture capital, LBO and other private equity transactions, workouts and restructurings and financial instruments. He has particular expertise in the interplay between corporate and partnership taxation, and in structuring creative, tax-favored acquisitions and dispositions involving joint ventures. In addition, Mr. Rose has significant federal and state tax controversy experience, and is admitted to practice before the United States Tax Court.

In addition to his legal practice, Mr. Rose is an adjunct law professor at the UCLA School of Law, where he teaches corporate and partnership taxation. He is a frequent lecturer at national conferences, including the NYU Tax Institute, the Tax Executives Institute, the USC Tax Institute and Practising Law Institute programs. He has written many articles on a variety of taxation subjects.

Mr. Rose is the Co-Chair of the PLI program titled "Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances." He is also on the Executive Planning Committees for both the NYU Tax Institute and the USC Tax Institute (Chair). Formerly, he was a member of the Executive Committee of the Taxation Section of the State Bar of California and a chair of both the Corporate Tax Committee and the Partnership and Real Estate Tax Committee.
 
He received a B.A. from UC San Diego, an MBA from UC Berkeley, a J.D. from UC Hastings College of the Law and an LL.M. in taxation from New York University School of Law, where he served as a graduate editor of the Tax Law Review and was the recipient of a Tax Law Review merit scholarship.

Key Representations

  • Air Lease Corp., in its initial public offering on the New York Stock Exchange under the symbol “AL.” 
  • The Yucaipa Cos., in its acquisition of a minority interest in Relativity Media.
  • The Topps Co., in its successful acquisition of GMG Lifestyle Entertainment Inc., the Facebook gift card provider.
  • Berkshire Hathaway,
    • in its $5 billion investment in Bank of America.
    • in its merger agreement with Wesco Financial Corp. in a cash and stock deal valuing Wesco at $2.7 billion. 
    • in its $9.7 billion acquisition of The Lubrizol Corp., in an all-cash transaction.
    • in its $44 billion acquisition of Burlington Northern Santa Fe Railway Co.
    • in its $2.1 billion equity interest in William Wrigley Co. 
  • The William Morris Agency, in its merger with The Endeavor Talent Agency, creating one of the largest full-service talent agencies (William Morris Endeavor Entertainment) in Hollywood. 

Stephen D. Rose is a partner of Munger, Tolles & Olson, concentrating on the structuring and taxation aspects of complex business transactions. Mr. Rose has been recognized for his legal work by Chambers USA and Best Lawyers in America (Woodward/White), is listed as “highly recommended” by PLC Which Lawyer and is a fellow of the American College of Tax Counsel.

Mr. Rose's practice focuses primarily on the structuring and taxation aspects of mergers and acquisitions (both domestic and international), joint ventures (including LLCs and partnerships), real estate transactions (including REIT and UPREIT transactions and like-kind exchanges), venture capital, LBO and other private equity transactions, workouts and restructurings and financial instruments. He has particular expertise in the interplay between corporate and partnership taxation, and in structuring creative, tax-favored acquisitions and dispositions involving joint ventures. In addition, Mr. Rose has significant federal and state tax controversy experience, and is admitted to practice before the United States Tax Court.

In addition to his legal practice, Mr. Rose is an adjunct law professor at the UCLA School of Law, where he teaches corporate and partnership taxation. He is a frequent lecturer at national conferences, including the NYU Tax Institute, the Tax Executives Institute, the USC Tax Institute and Practising Law Institute programs. He has written many articles on a variety of taxation subjects.

Mr. Rose is the Co-Chair of the PLI program titled "Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances." He is also on the Executive Planning Committees for both the NYU Tax Institute and the USC Tax Institute (Chair). Formerly, he was a member of the Executive Committee of the Taxation Section of the State Bar of California and a chair of both the Corporate Tax Committee and the Partnership and Real Estate Tax Committee.
 
He received a B.A. from UC San Diego, an MBA from UC Berkeley, a J.D. from UC Hastings College of the Law and an LL.M. in taxation from New York University School of Law, where he served as a graduate editor of the Tax Law Review and was the recipient of a Tax Law Review merit scholarship.

Key Representations

  • Air Lease Corp., in its initial public offering on the New York Stock Exchange under the symbol “AL.” 
  • The Yucaipa Cos., in its acquisition of a minority interest in Relativity Media.
  • The Topps Co., in its successful acquisition of GMG Lifestyle Entertainment Inc., the Facebook gift card provider.
  • Berkshire Hathaway,
    • in its $5 billion investment in Bank of America.
    • in its merger agreement with Wesco Financial Corp. in a cash and stock deal valuing Wesco at $2.7 billion. 
    • in its $9.7 billion acquisition of The Lubrizol Corp., in an all-cash transaction.
    • in its $44 billion acquisition of Burlington Northern Santa Fe Railway Co.
    • in its $2.1 billion equity interest in William Wrigley Co. 
  • The William Morris Agency, in its merger with The Endeavor Talent Agency, creating one of the largest full-service talent agencies (William Morris Endeavor Entertainment) in Hollywood. 

Publications

  • "Section 355 - A Primer and Beyond” 65 NYU Institute on Federal Taxation (2007)
  • "A Primer on Structuring Tax-Free Corporate Acquisitions," 64 NYU Institute on Federal Taxation (2006)

  • “Failed and Failing Companies,” 61 NYU Institute on Federal Taxation (2003)

  • "Just a Spoonful of Sugar: New Medicine to Defer Gain on Asset Dispositions," 54 Major Tax Planning (2002)

  • "Partnership Options: A Practitioner’s Guide to Issues and Strategies," 60 NYU Institute on Federal Taxation (2002)

  • "Choice of Entity and Equity Compensation: Utilizing the Tax Partnership in a Corporate World," 52 Major Tax Planning (2000)

  • “Restructuring a Partnership: Admissions, Redemptions and Book-Ups," 58 NYU Institute on Federal Taxation (2000)

  • "Selected Interactions of the Consolidated Return Regulations and Subchapter K," 2 Journal of Passthrough Entities (1999)

  • "A Primer on Structuring Taxable Corporate Acquisitions," 57 NYU Institute on Federal Taxation (1999)

  • "The Use of Partnerships and LLCs in Structuring Consolidated Groups," 56 NYU Institute on Federal Taxation (1998)"Creative Partnership Exit Strategies," 49 Major Tax Planning (1997) (also published by the Practising Law Institute)