Tax

Munger, Tolles & Olson has a vibrant and diverse tax practice. Our tax lawyers are nationally recognized in their fields, and routinely speak at major tax institutes, publish articles, teach as adjunct professors at top-tier law schools and serve in leadership roles in local, state and national bar associations. Munger Tolles’ tax practice focuses on structuring complex business transactions and advising on executive compensation and employee benefits matters. We also regularly handle tax litigation, drawing on the skills of both our tax specialists and our general litigators. Each of our tax lawyers, from the most junior to the most senior, routinely practices across a range of these areas, ensuring that we are equipped to advise our clients and colleagues on multiple fronts.

Transactional

Munger Tolles has extensive experience with the structuring and taxation aspects of a broad range of complex transactions, including mergers and acquisitions (both domestic and international), joint ventures (including LLCs and partnerships), real estate transactions (including REIT transactions and like-kind exchanges), venture capital, LBO and other private equity transactions, workouts and restructurings and issuances of financial instruments. Our transactional tax lawyers work closely with the firm’s corporate, real estate and bankruptcy practices to provide integrated guidance and advice on each transaction.

In addition to other experience, the firm has recently represented:

  • Berkshire Hathaway in its:
    • acquisition of The Lubrizol Corporation in an all-cash transaction valued at $9.7 billion.
    • $547.6 million tax-free merger with Wesco Financial Corporation.
  • Americold, a global leader in temperature-controlled warehousing and related services, in:
    • raising $375 million of new equity in the form of convertible preferred stock from affiliates of Goldman Sachs and China Merchants Group and in the completion of its acquisition of various domestic and international assets of Versacold International.
    • its issuance of $600 million of 10-year Commercial Mortgage Pass-Through Certificates (with JP Morgan Chase and Goldman Sachs acting as joint bookrunners in the CMBS offering), the proceeds of which were used to combine the two largest temperature-controlled warehouse companies in the industry.
  • Air Lease Corporation in its $2.8 billion capital raise and subsequent $923 million initial public offering and $200 million convertible note offering.

Executive Compensation and Employee Benefits

The firm is recognized as a leader on executive compensation issues, representing both individual executives and companies in connection with the negotiation of top-level employment agreements and severance arrangements. We represent companies in all aspects of their compensation programs, including the design of equity compensation plans and compliance with Section 409A of the Internal Revenue Code.

Munger Tolles has provided creative structuring advice on executive compensation and employee benefit matters to the following companies and/or their senior executives:

  • Air Lease Corporation
  • Ameron International
  • City National Corporation
  • DreamWorks Animation SKG
  • Edison International
  • KB Home
  • MGM Resorts International
  • Northrop Grumman
  • Oaktree Capital Management
  • Western Asset Management

Tax Controversy

Munger Tolles’ tax controversy and tax litigation practice involves representing businesses and individuals in disputes with federal, state and local taxing authorities at the administrative level and in litigation. Because the disputed issues in these matters vary widely, Munger Tolles has developed a broad range of strategic approaches in its representations — from employing a single tax lawyer to assembling an interdisciplinary team of Munger Tolles tax lawyers and general litigators.

Exempt Organizations

Munger Tolles handles tax matters for a variety of tax-exempt organizations. Our tax lawyers provide advice on matters involving the structure and continuing operations of exempt organizations and often assist our clients in addressing a wide range of legal issues.

Contact:
David B. Goldman (213) 683-9291
Stephen D. Rose (213) 683-9268