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Richard S. Zarin

Partner

Working with businesses in industries such as media, financial services, aviation, shipping, and education, Richard S. Zarin counsels clients on tax matters involving international and US transactions. He also advises clients on ongoing tax planning. Richard’s experience includes mergers, acquisitions, the formation and operation of joint ventures, debt and equity restructurings, and securities offerings. In addition, he represents organizers of and investors in onshore and offshore investment funds and other alternative investment vehicles.

Extended Profile

Richard’s work with investment funds and alternative investment vehicles includes those with a range of investment objectives, including private equity, venture capital, and hedge funds.

Education

  • Columbia Law School, 1985, J.D.
  • Amherst College, 1981, B.A., Magna Cum Laude

Admissions

  • New York

Clerkships

  • Clerkship to Judge Max Rosenn of the US Court of Appeals for the Third Circuit (1985 - 1986)

Awards and Affiliations

Ranked, Tax, New York, Chambers USA (2018, 2019)

Member, Practice Group of the Year, Tax, Law360 (2017)

International Law Office (ILO) Client Choice Award Winner (2011)

Ranked, Chambers USA: America's Leading Lawyers for Business (2016, 2017)

Recommended, Tax: US taxes: non-contentious, The Legal 500 US (2018, 2019)

Publications

6/4/2019 - IRS Proposes Regulations for Withholding on Transfers of Partnership Interests

11/8/2018 - Proposed Regulations Would Modify the Application of Section 956 to Many Financing Transactions

4/25/2018 - Inside Recent IRS Guidance On Withholding In Partner Sales, Law360

4/19/2018 - IRS Issues Withholding Guidance on Transfers of Non-Publicly Traded Partnership Interests by Non-US Persons

1/30/2018 - TCJA Significantly Impacts Secondary Sales Of Fund Interests, Law360

1/4/2018 - M&A and Tax Reform—New Tax Considerations with Wide-Ranging Implications

December 28, 2017 (Updated January 3, 2018) - Tax Reform Legislation Reverses Grecian Magnesite Mining, Adds New Withholding Tax

12/26/2017 - Tax Reform Legislation Addresses UBIT and Segregation of UBTI Investments

11/3/2017 - Tax Reform Bill Proposes to Eliminate UBTI Exemption for Government Plans

8/25/2017 - Grecian Magnesite Mining: Impact on Investments by Non-US Investors in US Funds

6/13/2017 - Tenth Annual Advanced Topics in Hedge Fund Practices, Part 14: ERISA and Tax Update

12/21/2016 - US FATCA: Deadline to Register Sponsored Entities Approaching

12/20/2016 - Filing Deadline Extended for Certain FBAR Filers

11/3/2016 - Impact of New Tax Regulations on Intercompany Debt Obligations

6/9/2016 - Ninth Annual Advanced Topics in Hedge Fund Practices, Part 13: Tax Updates and the New DOL Fiduciary Rule – Do I Care?

2015-2016 - Hedge Fund Deskbook

1/5/2016 - New PATH Act Changes Rules for Foreign Investment in US Real Estate and for REITs

7/24/2015 - IRS Issues Proposed Regulations Addressing “Fee Waiver” Arrangements

4/21/2015 - Eighth Annual Advanced Topics in Hedge Fund Practices, Part 8: Use of Options and Stock Settled Stock Appreciation Rights to Compensate Investment Managers

3/17/2015 - IRS Proposes Curtailing “Next-Day Rule” in Corporate Acquisitions

1/26/2015 - FinCEN Again Extends Deadline for Certain FBAR Filers

5/7/2014 - IRS Announces Transitional Period for FATCA Enforcement, Other FATCA Rule Changes

5/1/2014 - Seventh Annual Advanced Topics in Hedge Fund Practices, Part 10: FATCA: Registration, Compliance and Key Issues

4/10/2014 - Initial FATCA Registration/Withholding Dates Draw Near

1/14/2014 - FinCEN Announces Extension for Certain FBAR Filers

7/30/2013 - New Accounting Rules for Gift Cards Redeemable by Unrelated Entities

7/15/2013 - Treasury Revises FATCA Implementation Timeline

1/4/2013 - FinCEN Announces Third Extension for Certain FBAR Filers

11/29/2012 - United States/Canada Securities Regulatory Update

10/26/2012 - Revisions to FATCA Implementation

10/5/2012 - Fifth Annual Advanced Topics in Hedge Fund Practices, Part 5: Manager and Investor Perspectives on Important Non-US Issues

9/28/2012 - A Year Under SEC Bulletin No. 19

9/26/2012 - Alien Deposits, Latin Lawyer

8/6/2012 - IRS: Interest Paid to Nonresident Aliens to Be Reported

5/5/2011 - Update on Regulatory and Tax Initiatives, presented at Morgan Lewis's 2011 Annual Private Fund Investors Roundtable , New York

3/8/2010 - Update to IRS Wants a Roadmap: IRS Announces Draft Schedule Coming in April for 2010 Tax Year

2/4/2010 - A Primer on Infrastructure M&A: What You Need to Know About Deals Involving Infrastructure Companies and Assets

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News

11/2/2018 - Morgan Lewis Advises Lime Rock on $688 Million Fund

8/29/2018 - Morgan Lewis advises Digital Colony on Investment in Stratto

6/28/2018 - Morgan Lewis Represents Lime Rock Partners on Closing of $1.9 Billion Acquisition Fund

11/1/2017 - Morgan Lewis Advises Pantheon International Plc on Share Capital Reorganization

7/13/2017 - Morgan Lewis Advises Yandex in Combination of the Ridesharing Businesses of Yandex and Uber in Russia and Neighboring Countries

7/11/2017 - Morgan Lewis Advises Pearson PLC in the Sale of a 22% Stake in Penguin Random House to Bertelsmann SE

6/2/2017 - Morgan Lewis Advises SK Capital Partners in Two Platform Acquisitions that Close on Same Day

6/1/2017 - Morgan Lewis Advises Ferguson Enterprises in Sale of Endries International

1/17/2017 - Morgan Lewis Advises Lovell Minnick Partners on Investment in Engage People, Inc.

1/4/2017 - Morgan Lewis Advises OpenGate Capital in Sale of Getronics LATAM to Southern Cross Group

10/24/2016 - Morgan Lewis Advises New York Times Company on Wirecutter and Sweethome Acquisition

8/2/2016 - Morgan Lewis Represents SK Capital Partners in Sale of Portfolio Company to INEOS

6/17/2016 - Morgan Lewis Advises BASF in $3.2 Billion Acquisition of Chemetall

5/25/2016 - Morgan Lewis Advises Lime Rock Resources on its $754 Million Fund IV

3/11/2016 - Morgan Lewis Advises The New York Times Company in HelloSociety Acquisition

1/6/2016 - Morgan Lewis Advises JS Held LLC in Acquisition of Wakelee Associates

12/22/2015 - Morgan Lewis Advises Varsity Healthcare Partners in Colonial Family Practice Investment

12/16/2015 - Morgan Lewis Advises SK Capital Partners on the Sale of IBA Molecular

11/6/2015 - Morgan Lewis Represents Eureka Growth Capital and Regent Holding Company in Sale of Creative Co-Op

6/26/2015 - Morgan Lewis Represents General Econopak in $175 Million Sale to Steris Corporation

6/17/2015 - Morgan Lewis Advises Pearson on $350M Sale of PowerSchool Business

5/20/2015 - Morgan Lewis Advises Monterra Energy in Joint Venture with KKR

5/1/2015 - Morgan Lewis Advises Tsakos Energy in $85M Preferred Share Offering for Oil Tanker and LNG Carrier Operator

4/7/2015 - Morgan Lewis Advises Lovell Minnick on Investment in J.S. Held

1/28/2015 - Morgan Lewis Advises Underwriters in Euronav NV $229 Million US IPO and Dual Offering

11/3/2014 - Morgan Lewis Advises Dr Pepper Snapple Group in Beverage Group and Davis Bottling Co. Acquisition

10/1/2014 - Morgan Lewis Represents UBM in $972M Purchase of Advanstar Communications

8/25/2014 - Morgan Lewis Represents APM Terminals North America in Sale of Pioneer U.S. Container Terminal

8/20/2014 - Morgan Lewis Advises Penske Media Corporation on Acquisition of Condé Nast Publications

6/9/2014 - Morgan Lewis Advises Moody’s on WebEquity Acquisition

6/2/2014 - Morgan Lewis Advises TransForce Subsidiary on Transport America Acquisition

5/20/2014 - Morgan Lewis Advises Varsity Healthcare on Investment in Dermatology Associates of Wisconsin / Forefront Dermatology

5/14/2014 - Morgan Lewis Advises Gemini on Investment in KP Corporation

5/12/2014 - Morgan Lewis Advises Varsity Healthcare Partners on Acquisition of Katzen Eye Group

5/8/2014 - Morgan Lewis Advises Chelsea Therapeutics on Sale to Lundbeck

2/4/2014 - Morgan Lewis Advises Chiesi on Completed Cornerstone Acquisition

10/1/2013 - Morgan Lewis Advises SK Capital on Acquisition of Clariant Businesses

9/16/2013 - Morgan Lewis Advises Chiesi Farmaceutici on Merger Agreement with Cornerstone Therapeutics

8/3/2013 - Morgan Lewis Advises The New York Times Company on Agreement to Sell its New England Media Group to John W. Henry

2/4/2013 - Morgan Lewis Advises Investment Bank Dahlman Rose & Company in Sale to Cowen Group

12/28/2012 - Morgan Lewis Advises Pearson on $89M Investment in Barnes & Noble’s Nook Media Subsidiary

7/19/2012 - Morgan Lewis Advises Pearson plc on Acquisition of Author Solutions

5/16/2012 - Morgan Lewis Advises Pearson VUE on Acquisition of Certiport

4/5/2012 - Morgan Lewis Advises ISM on US$80M Bond Offering for GWMG

3/5/2012 - Morgan Lewis Advises Sun Capital Affiliate — Raybestos Powertrain — in Sale to Monomoy Capital Partners

5/3/2011 - Morgan Lewis Advises SK Capital Partners on Recapitalization of Calabrian, Leading Producer of Chemicals for Wastewater Treatment

4/26/2011 - Morgan Lewis Advises Pearson on $230 Million Acquisition of Schoolnet

4/20/2011 - Winner – Corporate Tax, Morgan Lewis's Richard S. Zarin, ILO Client Choice Guide 2011

5/4/2010 - Morgan Lewis Advises IDC on $3.4 Billion Transaction

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Events

7/10/2019 - Morgan Lewis Hedge Fund University™ Understanding the Singapore Variable Capital Company (VCC) Framework

6/11/2019 - 2019 Morgan Lewis Advanced Topics in Hedge Fund Practices Conference: Manager and Investor Perspectives

5/7/2019 - 2019 Morgan Lewis Advanced Topics in Hedge Funds and Other Alternative Funds Conference – Chicago

11/14/2018 - Qualified Opportunity Zone Funds

6/12/2018 - 2018 Morgan Lewis Advanced Topics in Hedge Fund Practices Conference: Manager and Investor Perspectives

2/21/2018 - Morgan Lewis Hedge Fund University: Implications of US Tax Reform for Hedge Funds, Investors, and Managers

1/23/2018 - Navigating US Tax Reform: Inbound Investment: Foreign Taxpayers Investing into the US Market

1/19/2018 - Navigating US Tax Reform: Investment Funds and Their Managers

6/13/2017 - 2017 Morgan Lewis Advanced Topics in Hedge Fund Practices Conference: Manager and Investor Perspectives

5/4/2017 - Morgan Lewis Hedge Fund University™: Latest Updates on Hedge Fund Terms

9/21/2016 - 2016 Annual Private Fund Investors Roundtable

6/9/2016 - Ninth Annual Advanced Topics in Hedge Fund Practices: Manager and Investor Perspectives

11/3/2014 - Hedge Fund Side Letters: The Current Marketplace, Enforceability, and Legal Issues

10/15/2014 - 2014 Annual Private Fund Investors Roundtable

11/29/2012 - United States/Canada Securities Regulatory Update

6/11/2012 - Secondary Transactions: Issues of Focus for 2012

A Primer on Infrastructure M&A: What You Need to Know About Deals Involving Infrastructure Companies and Assets Webcast

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