M & A Tax Strategies for Attorneys: A 2009 Perspective

David Rievman
Partner
Skadden, Arps, Slate, Meagher & Flom LLP
David Rievman has practiced tax law with Skadden Arps since 1987 and has been a Partner since 1995. In his practice, Mr. Rievman advises a wide range of clients with respect to the tax aspects of complex transactions. These transactions include mergers and acquisitions, financings, divestitures (including spinoffs), financial restructurings and recapitalizations, joint ventures and other business transactions. Mr. Rievman's clients include public corporations, privately held businesses, investment banks and private equity and other "sponsor" entities. Recent significant representations include Vulcan Inc., in connection with the restructuring and initial public offering of DreamWorks Animation, Inc., the sale of DreamWorks SKG L.L.C. to Paramount Pictures Corporation and Viacom Inc., the acquisition of Plains Resources Inc. and the Title II restructuring of Charter Communications, Inc.; E.I. du Pont de Nemours and Company in its sale of Invista, its textiles and interiors business, to Koch Industries; Clear Channel Communications in connection with its spinoff of Live Nation Inc.; Verizon Communications Inc., in connection with its spinoff of Idearc, Inc. and its acquisition of Nextwave Communications, Inc.; American Standard Companies Inc. in connection with its spinoff of WABCO, Inc.; Cowen Group Inc in its initial public offering; XM Satellite Radio in its merger with Sirius Satellite Radio, The Coca Cola Company in the acquisitions of Energy Brands, Inc. and Fuze Beverage LLC; Trane, Inc. in its acquisition by Ingersoll-Rand Co. Ltd., Kelso & Company, GS Capital Partners, L.P., ValueAct Capital Partners, L.P. and Parthenon Capital, LLC in the leveraged buyout of ADESA, Inc.; and Endo Pharmaceuticals, Inc. in its acquisition of Indevus Pharmaceuticals, Inc.
Mr. Rievman has served on the Executive Committee of the New York State Bar Association Tax Section and writes and lectures frequently on tax-related topics, including in programs sponsored by the New York State Bar Association, the American Bar Association, the New York University Institute on Federal Taxation, the Practising Law Institute, the Tax Executives Institute and other organizations.
Martin Huck
Senior Manager, National Mergers and Acquisitions Group
Ernst & Young LLP
Martin Huck is a Senior Manager in Ernst & Young LLP’s National Mergers and Acquisitions group. His practice includes a wide range of Federal income tax issues relating to corporate transactions, with particular focus on consolidated returns and tax-free spin-offs. His practice includes transaction structuring, opinions, and private letter ruling requests.
Martin joined Ernst & Young from the Corporate Division of IRS National Office. Prior to IRS, he was a clerk at the United States Tax Court. He has a BS in Mathematics and English from Carnegie Mellon University, a JD from Indiana University School of Law in Bloomington, and an LLM from the University of Baltimore School of Law.
Martin regularly participates in panel presentations for the American Bar Association Tax Section’s Affiliated and Related Corporations Committee, the DC Bar Association’s Corporation Tax Committee, and other similar fora.
Justin D. Stalls
Associate
Latham & Watkins LLP
Justin Stalls is an associate in the Washington, D.C. office of Latham & Watkins and is a member of the International Tax, Transactional Tax and Tax Controversy practice groups. Mr. Stalls represents corporations, LLCs and partnerships in both transactional and controversy matters, generally involving cross-border, reorganizations, mergers, acquisitions, spin-offs and securities offerings. For example, Mr. Stalls substantially advised Iberdrola, S.A. concerning the reorganization of its US renewable energy business and the initial public offering of Iberdrola Renovables, S.A., and KB Home concerning the divestiture of its French division.
Prior to joining Latham, Mr. Stalls was an attorney in the Office of Chief Counsel at the Internal Revenue Service working in the Agency's Large and Mid-Size Business Division.
He graduated cum laude from University of Miami School of Law, JD, 2003; BA, Trinity University, 1996.



