101 Park Ave.//New York, NY 10178-0060//United States
Kenneth S. Kail advises clients on corporate tax issues, including transactional tax planning for US federal and international tax matters. His areas of focus include the tax ramifications of mergers and acquisitions, investments, corporate restructurings, securities offerings, the US activities of foreign taxpayers, the foreign activities of US taxpayers, bankruptcy, executive compensation, and corporation deductions. Clients turn to Ken for guidance on stock and asset acquisitions, reorganizations, spinoffs, venture acquisitions, incorporations, shareholder and intercorporate redemptions, liquidations, and joint ventures.
Ken also advises clients on the tax issues surrounding investments such as real estate mortgage investment conduits (REMICs), partnerships, and swaps. He regularly represents deal sponsors, private equity firms, venture capital and other funds, private and public companies, and management groups.
Ken’s work with foreign taxpayers includes branch profits tax, foreign investment in US real property, earnings stripping, transfer pricing, withholding, and treaties. His international work with US taxpayers includes offshore joint ventures, controlled foreign corporations, foreign personal holding companies, passive foreign investment companies, and foreign tax credits.
Ken served as a judicial law clerk to Chief Judge Daniel M. Friedman of the US Court of Appeals for the Federal Circuit from 1980 to 1981.
Jefferies in its $10 billion merger of equals with Leucadia National Corporation
Apollo Global Management in its acquisition of Sprouts Farmers Market
Apollo Global Management in its $975 million sale of Smart & Final Holdings Corp. to Ares Management LLC
Perrigo Company in its $285 million acquisition of Sergeant's Pet Care Products
Apollo Global Management in its $410 million acquisition out of bankruptcy of certain assets of the Hostess Brands baked snack food business
Apollo Global Management in its sale of CKE Restaurants to Roark Capital Group
Apollo Global Management in its approximately $1 billion acquisition of CKE Restaurants, Inc.
Apollo Global Management in its $3.1 billion acquisition of Claire's Stores
Smart and Final in its acquisition of the Henry's and Sun Harvest Stores from Whole Foods
Apollo Management in its $800 million acquisition of Smart and Final
The New York Times Company in its sale of About.com
TBC Corporation, a subsidiary of Sumitomo Corp, in its approximately $310 million acquisition of NYSE-listed Midas, Inc.
Sun Capital, a private equity fund, in the sale of Sonneborn, Inc., a global specialty petro chemical manufacturer
Sun Capital Partners in its $1.2 billion acquisition of ShopKo Stores, a publicly traded Midwestern based retailer and related equity investments by co-investors
ShopKo Stores in its $3 billion combination with Pamida Inc.
Sun Capital Partners in its acquisition of Friendly's Ice Cream (Nasdaq)
NYX in connection with the sale of the company to L’Oréal
Merchant Warehouse in its investment by Parthenon Capital Partners
MetLife in its sale of independent broker-dealer affiliates Tower Square Securities and Walnut Street Securities to Cetera Financial Group
Representation of Mercury Payment Systems in its sale, for approximately $750 million, to Silver Lake Partners
Nash Finch Company in its $1.3 billion merger with Spartan Stores Inc.
Baldwin Technology Company, Inc. in its sale to Forsyth Capital Inc.
Conifer Securities in its combination with Vestardis
Portware in its acquisition of assets from Aritas Group, Inc.
The Hockey Company in its initial public offering of Common Stock in a cross-border transaction
Wellspring Capital Management LLC in its acquisition of Edwin Watts Golf, the second largest golf equipment retailer in the United States, in a leveraged buyout
Wellspring Capital Management LLC in its sale of The Hockey Company to Reebok
Cotelligent Inc., a leading information technology company, in connection with its follow-on offering of Common Stock
Portware Inc. in its sale of securities to Longridge Equity Partners
Awards and Affiliations
Member, Practice Group of the Year, Tax, Law360 (2017)
Member, Law Firm of the Year, Energy/Projects: Power (including Renewables), Chambers USA (2018)
Member, Practice Group of the Year, Energy, Law360 (2016)
Member, Energy Law Firm of the Year, US News & World Report/Best Lawyers (2015)
Member, American Bar Association, Tax Section
Member, New York State Bar Association, Tax Section
Member, Law Review, University of Pennsylvania Law School
U.S. Tax Court
State University of New York at Albany, 1977, B.S.