Paul A. Gordon

Partner

Paul A. Gordon is a partner in Morgan Lewis's Tax Practice. Mr. Gordon focuses his practice on transactional tax planning for a broad range of business entities, industries, and federal tax issues. Mr. Gordon's specific concentration is in the area of tax planning for mergers and acquisitions, corporate joint ventures, investment fund formations, energy project finance and infrastructure transactions, life science technology transfer transactions, and ESOP transactions.  

Mr. Gordon regularly structures corporate mergers, acquisitions, divisions, consolidations, recapitalizations, and dispositions of both publicly traded and privately held corporations in both taxable and nontaxable transactions. Mr. Gordon regularly drafts, reviews, and negotiates the tax provisions in a full range of corporate documents, including merger and acquisition agreements, legal opinions, SEC registration statements, and employment agreements. One of Mr. Gordon's primary focuses is negotiating, structuring and implementing private equity fund investments in, and dispositions of, corporate portfolio companies. Mr. Gordon also advises corporate clients on general tax compliance issues, including employment taxes, tax accounting and consolidated returns.

Mr. Gordon's experience with limited liability companies, joint ventures and other entities—classified as partnerships for federal tax purposes—consists of complex structuring, drafting, and tax analysis. Mr. Gordon has represented and regularly provides tax counseling to numerous investment funds both at the fund formation stage and in portfolio company acquisition and disposition transactions. Mr. Gordon negotiates, drafts and reviews partnership, limited liability company, and corporate joint venture operating agreements. He has extensive experience drafting the allocation, distribution, and tax operating agreement provisions needed to implement complex equity designations and equity compensation arrangements. Mr. Gordon's practice includes tax planning and tax document production for a wide range of businesses and economic arrangements classified as partnerships for federal income tax purposes, including private equity funds, hedge funds, real estate development entities, joint ventures, oil and gas joint development agreements, structured finance special purpose vehicles, and operating partnerships used in UPREIT structures.   

Mr. Gordon provides tax planning and document production support for a broad range of energy infrastructure and project finance transactions (with an emphasis on oil and gas, nuclear, and renewable energy matters). Mr. Gordon has experience with the full range of tax equity financing structures for energy projects and has represented manufacturers as well as developers and tax equity investors in such matters. Mr. Gordon's expertise in this area includes complex service agreement tax structuring and analysis involving tax-exempt offtakers.

Mr. Gordon has worked on numerous large leveraged ESOP acquisition and disposition transactions from the seller, lender, financial sponsor, and trustee sides of these transactions. Mr. Gordon's experience in this area includes tax structuring, analysis, and opinion support on "Good S Corp.," "True Sale," "Debt-Equity," and other complex tax issues.     

Mr. Gordon has lectured with nationally recognized experts on corporate, partnership, energy, and ESOP tax issues.

Prior to joining Morgan Lewis, Mr. Gordon served as an associate in the tax practice of another leading law firm. Mr. Gordon earned his LL.M. in taxation from New York University in 2003, his J.D., magna cum laude, from Temple University Beasley School of Law in 2000, and his B.A., cum laude, from the University of Delaware in 1997.

Mr. Gordon is admitted to practice in Pennsylvania.