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.
Recommended, Tax: US taxes: non-contentious, The Legal 500 US (2021, 2022)
Member, Practice Group of the Year, Tax, Law360 (2017)
Ranked, Tax, Pennsylvania, Chambers USA (2018, 2019)
ABA Tax Section Lecturer
Tax Executive Institute (TEI) Lecturer