Paul A. Gordon Partner

Paul A. Gordon is a partner in Morgan Lewis's Tax Practice. His practice focuses on transactional tax planning for a broad range of business entities and federal tax issues. Mr. Gordon's specific concentration is in the area of mergers and acquisitions, involving entities classified as either corporations or partnerships for tax purposes. Mr. Gordon has significant experience in tax planning, structuring and drafting for a broad range of investment fund formations.

Mr. Gordon regularly structures corporate mergers, acquisitions, divisions, consolidations, recapitalizations and dispositions of both publicly traded and privately held corporations. Representations include research and drafting support for both taxable and nontaxable transactions. Mr. Gordon regularly drafts, reviews and negotiates the tax provisions in various 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 joint venture operating agreements. He regularly drafts 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, structured finance special purpose vehicles and operating partnerships used in UPREIT structures. Mr. Gordon also advises clients on a wide range of partnership tax issues, including those associated with formation, mergers, divisions, employment structuring and expansion/operational financing. A significant portion of Mr. Gordon's partnership experience involves structuring and negotiating the tax aspects of corporate joint ventures and private equity fund investments in flow-through portfolio companies.

Mr. Gordon is active in the Partnership and LLC Subcommittee of the ABA Section of Taxation and has lectured with nationally recognized experts on complex partnership drafting and 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.