Bryan S. Smith

Acquisitions and Restructuring

$150 million acquisition of U.S. corporation with substantial European operations, and related restructuring; development and negotiation of tax-efficient structure for substantial investment by private equity fund in professional corporation.

Executive Compensation

Structuring of tax-efficient LLC equity plans; analysis and negotiation of golden parachute tax provisions of employment contracts and acquisition documents; analysis of issues relating to incentive and nonqualified stock options and other compensation arrangements.

International Transactions

$300 million acquisition of Canadian corporation by U.S. corporation; restructuring of foreign corporation to avoid status as a passive foreign investment company in connection with securities offering.

Palomar Capital Advisors Ltd. Investment in Mantacor Energy LLC

Represented Palomar Capital Advisors Ltd., a private equity firm based in Zurich, Switzerland, in connection with its initial US$15 million investment in Mantacor Energy LLC, an oil and gas exploration and production company focused on the D-J (Denver-Julesburg) Basin of Colorado and the San Juan Basin in New Mexico.

REIT Representation

Representation of a large REIT with significant European operations, including analysis of foreign acquisitions, joint ventures and intercompany transactions; development and negotiation of complex private REIT structures; REIT counsel in connection with sale of public REIT for total consideration in excess of $3 billion.

Representation Before IRS

Successful defense of taxpayer against IRS assertion of tax liability in excess of $200 million.

Subsidiary Sale

Sale of corporate subsidiary for consideration in excess of $1 billion in a transaction governed by Section 338(h)(10).