Paul A. Gordon provides transactional planning advice on US federal tax issues to a range of business entities and industries, with an emphasis on energy transactions. He concentrates on planning for mergers and acquisitions (M&A), corporate joint ventures, investment fund formations and portfolio company transactions, energy project finance and infrastructure transactions (involving oil and gas, nuclear, and renewable energy projects), life science technology transfer transactions, and employee stock ownership plan (ESOP) transactions. He regularly provides stand-alone consulting, ruling, and opinion support on complex tax compliance issues.
Paul regularly structures corporate M&A, divisions, consolidations, recapitalizations, and dispositions of both publicly traded and privately held corporations in both taxable and nontaxable transactions.
With a focus on negotiating, structuring, and implementing private equity fund investments in, and dispositions of, corporate portfolio companies, Paul advises corporate clients on general tax compliance issues, including employment taxes, tax accounting, and consolidated returns.
Paul negotiates, drafts, and reviews partnership, limited liability company (LLC), and corporate joint venture operating agreements. He has experience drafting the allocation, distribution, and tax operating agreement provisions needed to implement complex equity designations and equity compensation arrangements.
For LLCs, joint ventures, and other forms of partnerships, Paul’s advice includes complex structuring, drafting, and tax analysis. He 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.
His practice also includes tax planning and tax document production for 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 umbrella partnership real estate investment trust (UPREIT) structures.
Paul has worked on numerous large leveraged ESOP acquisition and disposition transactions from all sides—the seller, lender, financial sponsor, and trustee. His experience in this area includes tax structuring, analysis, and opinion support on good S corporation, true sale, debt-to-equity, and other complex tax issues.
Paul regularly provides stand-alone consulting, opinion, and tax authority ruling support on complex tax issues for audit and tax return preparation purposes.
He has lectured with nationally recognized experts on corporate, partnership, energy, and ESOP tax issues.
Member, Practice Group of the Year, Tax, Law360 (2017)
ABA Tax Section Lecturer
Tax Executive Institute (TEI) Lecturer
2017 - Lexology Oil & Gas Navigator
1/4/2017 - Helpful NOPR Issued Regarding Qualified Funds in Decommissioning Trusts
3/17/2015 - IRS Proposes Curtailing “Next-Day Rule” in Corporate Acquisitions
7/30/2013 - New Accounting Rules for Gift Cards Redeemable by Unrelated Entities
4/18/2013 - IRS Releases “Start Construction” Guidance for Renewable Energy Facilities
1/11/2013 - Congress Extends 100% Gain Exclusion for Small Business Stock
12/12/2017 - Morgan Lewis Advises Repros Therapeutics in Sale to Allergan
10/16/2017 - Morgan Lewis Advises Aramark in $1 Billion Acquisition of AmeriPride Services
3/8/2017 - Morgan Lewis Advises MeetMe in Acquisition of If(we)
11/30/2016 - Morgan Lewis Represents Harte Hanks in Sale of Trillium Software to Syncsort
8/18/2016 - Morgan Lewis Represents Global Language Solutions in Sale to Welocalize
8/5/2016 - Morgan Lewis Represents DBi Services in Partnership with Sterling Partners
6/27/2016 - Morgan Lewis Advises MeetMe in Skout Acquisition
12/30/2015 - Morgan Lewis Represents Pep Boys in its Sale to Icahn Enterprises
10/26/2015 - Morgan Lewis Advises Pep Boys in Its Sale to Bridgestone Retail Operations, LLC
8/5/2015 - Morgan Lewis Advises Virtium in Growth Investment by L Squared Capital Partners
7/21/2015 - Morgan Lewis Advises eBay in $925 Million Sale of eBay Enterprise
6/9/2015 - Morgan Lewis Reps Campbell In $231M Garden Fresh Deal, Law360
4/23/2015 - Morgan Lewis Advises Source4Teachers in Sale to Nautic Partners
3/16/2015 - Morgan Lewis Advises Harte Hanks in 3Q Digital, Inc. Acquisition
7/8/2014 - Morgan Lewis Advises Harron Communications in Cable Provider Sale to Block Communications
6/23/2014 - Oracle To Acquire Morgan Lewis Client MICROS Systems
5/14/2014 - Morgan Lewis Advises C-Preme on Sale to BRG Sports
4/24/2013 - Green Energy Tax Plan May Come With Unwelcome Tradeoff, Law360
4/16/2012 - Morgan Lewis Advises Fanatics on Acquisition of Dreams for $183M
10/3/2011 - Morgan Lewis Advises ARAMARK on Sale of its Galls Business to CI Capital Partners
7/1/2011 - Morgan Lewis Advises Mitsui on $680 Million Shale Investment in Texas
6/20/2011 - Morgan Lewis Advises Susquehanna on Acquisition of Tower
4/5/2011 - Morgan Lewis Advises BP on $680 Million Sale of Arco Aluminum
3/28/2011 - Morgan Lewis Advises GSI Commerce on $2.4 Billion Acquisition by eBay
2/9/2011 - Morgan Lewis Advises GSI in $277M Acquisition of Fanatics
1/27/2011 - Morgan Lewis Advises Susquehanna Bancshares on Acquisition of Abington Bancorp
Copyright © 2018 Morgan, Lewis & Bockius LLP. All rights reserved.