Tax
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Collaboration with M&A Practice
Wilson Sonsini's tax practice represents both companies and funds in conjunction with the mergers and acquisitions practice, which involves a wide range of domestic and international transactions, such as public and private acquisitions, buyouts, corporate restructurings, spinoffs, and recapitalizations.
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Recognized Practitioners
Several of our tax attorneys have been recognized among the leading practitioners in their field by such sources as Chambers USA and The National Law Journal.
Wilson Sonsini’s tax practice encompasses all areas of U.S. federal and UK tax law for technology, life sciences, and growth enterprises at all stages of development. The firm provides representation to companies and funds in conjunction with its mergers and acquisitions practice, which involves a wide range of U.S., UK and cross-border transactions, including public and private acquisitions, management and leveraged buyouts, corporate restructurings, spinoffs, recapitalizations, and joint ventures.
In addition, the team counsels clients on domestic and international tax planning for corporate transactions, including equity and debt financings, IPOs and tender or exchange offers, and advises founders, investors, and companies regarding the “qualified small business stock” exemption under Section 1202 of the Internal Revenue Code.
Overview
Wilson Sonsini’s tax practice encompasses all areas of U.S. federal and UK tax law for technology, life sciences, and growth enterprises at all stages of development. The firm provides representation to companies and funds in conjunction with its mergers and acquisitions practice, which involves a wide range of U.S., UK and cross-border transactions, including public and private acquisitions, management and leveraged buyouts, corporate restructurings, spinoffs, recapitalizations, and joint ventures.
In addition, the team counsels clients on domestic and international tax planning for corporate transactions, including equity and debt financings, IPOs and tender or exchange offers, and advises founders, investors, and companies regarding the “qualified small business stock” exemption under Section 1202 of the Internal Revenue Code.
Client Advisories
Crossing the Rubicon: U.S. Securities Law in Transatlantic Venture Financings
If you are a non-U.S. company raising capital from U.S. investors, then updating your register of members and making the required filings in your country of incorporation may not be the only filings required. Even though your choice of corporate and contract law may be non-U.S., one often overlooked issue in transatlantic financings is that you cannot opt out of certain core elements of U.S. securities laws. Simply put, if you offer or sell securities to someone in the U.S., you must be prepared to comply with U.S. law in that regard.
Client Advisories
“It’s Not About How Much Stock You Have; It’s About How Much Copper Wire You Can Get Out of the Building With”: Founder Exits (Part 2)
The founders and exec team are a critical component of an early-stage company’s business value. In a previous article, we provided detailed guidance on the comparison of U.S. and UK market practices in relation to equity awards. In this article, we focus on contractual share forfeiture provisions, which investors in both the U.S. and UK technology ecosystems seek to use to dissuade founders and employees from leaving the company.
Newsletters
Sustainability and ESG Advisory Practice Update, November 2024
We are pleased to share the November 2024 issue of Wilson Sonsini's Sustainability and ESG Advisory Practice Update. Each issue combines news, key legal developments, and resources related to sustainability and environmental, social, and governance (ESG) matters relevant to public and private companies internationally.
Client Advisories
“You Don’t Have to Go Home, but You Can’t Stay Here”: Founder Exits (Part 1)
Venture-stage investors make their investment in the people of a business as much as they do the idea and the operations. The drive, the know-how, the effort, and the vision of the founders are typically what attract first investment. However, what happens when the founder then leaves either by their own decision or at the request of the shareholders of the business?
Insights
Client Advisories
Crossing the Rubicon: U.S. Securities Law in Transatlantic Venture Financings
If you are a non-U.S. company raising capital from U.S. investors, then updating your register of members and making the required filings in your country of incorporation may not be the only filings required. Even though your choice of corporate and contract law may be non-U.S., one often overlooked issue in transatlantic financings is that you cannot opt out of certain core elements of U.S. securities laws. Simply put, if you offer or sell securities to someone in the U.S., you must be prepared to comply with U.S. law in that regard.
Client Advisories
“It’s Not About How Much Stock You Have; It’s About How Much Copper Wire You Can Get Out of the Building With”: Founder Exits (Part 2)
The founders and exec team are a critical component of an early-stage company’s business value. In a previous article, we provided detailed guidance on the comparison of U.S. and UK market practices in relation to equity awards. In this article, we focus on contractual share forfeiture provisions, which investors in both the U.S. and UK technology ecosystems seek to use to dissuade founders and employees from leaving the company.
Newsletters
Sustainability and ESG Advisory Practice Update, November 2024
We are pleased to share the November 2024 issue of Wilson Sonsini's Sustainability and ESG Advisory Practice Update. Each issue combines news, key legal developments, and resources related to sustainability and environmental, social, and governance (ESG) matters relevant to public and private companies internationally.
Client Advisories
“You Don’t Have to Go Home, but You Can’t Stay Here”: Founder Exits (Part 1)
Venture-stage investors make their investment in the people of a business as much as they do the idea and the operations. The drive, the know-how, the effort, and the vision of the founders are typically what attract first investment. However, what happens when the founder then leaves either by their own decision or at the request of the shareholders of the business?
Affiliated Programs
NextGen VC Forum - NYC 2024
LaunchBio’s NextGen VC Forum is the premiere event for mid-level venture capital associates to expand their skills and expertise while growing their network. Attendees benefit from curated education sessions from industry leaders to supplement existing expertise. Networking is essential in sourcing deals and one of the primary roles for associates, we’ve built it into the program for participants to be able to walk away with new life science and biotech contacts. The half-day forum created with Wilson Sonsini includes a networking lunch, three one-hour sessions, and a happy hour.
Speaking Engagements
Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2024
Wilson Sonsini partner David Strong will be appearing on the panel, "Interesting Corporate Transactions of the Past Year" which will review recent M&A transactions. After completing this session, participants will be able to:
Affiliated Programs
The 40th Annual TEI-SJSU High Tech Tax Institute
Wilson Sonsini is proud to sponsor the annual TEI-SJSU High Tech Tax Institute - a 2-day conference held every November. The 40th Annual TEI-SJSU High Tech Tax Institute on November 4 - 5, 2024 offers a deep dive into key tax topics relevant to high tech companies. This in-person event is designed for tax pros from corporate tax departments, CPA and law firms, the IRS and state tax agencies who deal with high tech businesses. It is held at the Crowne Plaza Cabana in Palo Alto (4290 El Camino Real). The 2024 topics include Pillar 2, international tax developments, equity compensation, R&D capitalization continues, federal tax controversy, ASC 740 updates, AI applications in the tax department, the future of the corporate tax department, and more. We are pleased to have two outstanding keynote presenters to provide the latest on IRS activities and the DC legislative picture. On Monday November 4, IRS Commissioner Danny Werfel will speak at lunch. And on Tuesday November 5, Dave Kautter, former Assistant Secretary of Tax Policy at Treasury will speak at lunch.
Affiliated Programs
NextGen VC Forum - Boston
LaunchBio’s NextGen VC Forum is the premiere event for mid-level venture capital associates to expand their skills and expertise while growing their network. Attendees benefit from curated education sessions from industry leaders to supplement existing expertise. Networking is essential in sourcing deals and one of the primary roles for associates, we’ve built it into the program for participants to be able to walk away with new life science and biotech contacts. The half-day forum created with Wilson Sonsini includes a networking lunch, three one-hour sessions, and a happy hour. View the event flyer here.
Events
Affiliated Programs
NextGen VC Forum - NYC 2024
LaunchBio’s NextGen VC Forum is the premiere event for mid-level venture capital associates to expand their skills and expertise while growing their network. Attendees benefit from curated education sessions from industry leaders to supplement existing expertise. Networking is essential in sourcing deals and one of the primary roles for associates, we’ve built it into the program for participants to be able to walk away with new life science and biotech contacts. The half-day forum created with Wilson Sonsini includes a networking lunch, three one-hour sessions, and a happy hour.
Speaking Engagements
Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2024
Wilson Sonsini partner David Strong will be appearing on the panel, "Interesting Corporate Transactions of the Past Year" which will review recent M&A transactions. After completing this session, participants will be able to:
Affiliated Programs
The 40th Annual TEI-SJSU High Tech Tax Institute
Wilson Sonsini is proud to sponsor the annual TEI-SJSU High Tech Tax Institute - a 2-day conference held every November. The 40th Annual TEI-SJSU High Tech Tax Institute on November 4 - 5, 2024 offers a deep dive into key tax topics relevant to high tech companies. This in-person event is designed for tax pros from corporate tax departments, CPA and law firms, the IRS and state tax agencies who deal with high tech businesses. It is held at the Crowne Plaza Cabana in Palo Alto (4290 El Camino Real). The 2024 topics include Pillar 2, international tax developments, equity compensation, R&D capitalization continues, federal tax controversy, ASC 740 updates, AI applications in the tax department, the future of the corporate tax department, and more. We are pleased to have two outstanding keynote presenters to provide the latest on IRS activities and the DC legislative picture. On Monday November 4, IRS Commissioner Danny Werfel will speak at lunch. And on Tuesday November 5, Dave Kautter, former Assistant Secretary of Tax Policy at Treasury will speak at lunch.
Affiliated Programs
NextGen VC Forum - Boston
LaunchBio’s NextGen VC Forum is the premiere event for mid-level venture capital associates to expand their skills and expertise while growing their network. Attendees benefit from curated education sessions from industry leaders to supplement existing expertise. Networking is essential in sourcing deals and one of the primary roles for associates, we’ve built it into the program for participants to be able to walk away with new life science and biotech contacts. The half-day forum created with Wilson Sonsini includes a networking lunch, three one-hour sessions, and a happy hour. View the event flyer here.
Gregory P. Broome
Partner
Greg's tax practice includes experience in M&A, IPOs, and renewable energy and project development and finance.
Emma Game
Partner
Emma Game is a partner in the London office of Wilson Sonsini Goodrich & Rosati, where she is a member of the firm’s tax practice. Emma advises on all areas of tax law, including structuring and other tax aspects of M&A, joint ventures, demergers, and IPOs; standalone tax advisory work such as group reorganisations; and tax enquiries and disputes.
David Strong
Partner
David Strong is a partner in the Palo Alto and Boulder offices of Wilson Sonsini Goodrich & Rosati, where he focuses on mergers and acquisitions, joint ventures, private equity and venture capital investments, restructurings, and distressed situations. He also has substantial experience with regards to the tax aspects of a wide variety of capital markets transactions for domestic and foreign issuers, including initial public offerings and convertible note offerings. Dave has worked on transactions across a broad range of industries, including consumer, healthcare, manufacturing and industrial services, media and entertainment, mining and natural resources, real estate, technology, life sciences, and internet and telecommunications.
Myra A. Sutanto Shen
Partner
Myra is a partner in the firm’s tax practice and represents clients in connection with federal income tax planning for a variety of corporate transactions in domestic and cross-border settings.
Derek E. Wallace
Partner
Derek Wallace is a partner in the tax practice of Wilson Sonsini Goodrich & Rosati. His practice covers a variety of corporate, partnership, and international tax matters, including domestic and cross-border mergers, acquisitions, divestitures, restructurings, financings, and the formation and operation of limited liability companies and partnerships.
Jonathan Zhu
Partner
Jonathan Zhu has a general federal income tax practice, and advises on mergers, acquisitions, private equity transactions, and various capital markets matters.
Nicole Gambino
Senior Of Counsel
Nicole Gambino is Senior Of Counsel in the San Francisco office of Wilson Sonsini Goodrich & Rosati and a member of the firm’s energy and climate solutions practice. She specializes in tax matters related to project finance, with a focus on renewable energy and infrastructure assets. Her clients include developers of solar, wind, and energy storage facilities. Nicole has also represented financial institutions and other investors that finance utility-scale wind, solar, geothermal, and biomass facilities, as well as investors in new market tax credit transactions. She has extensive experience utilizing a variety of structures to finance these assets, has worked on numerous cutting-edge deals, and has advised clients more broadly in their debt financings, initial public offerings, and mergers and acquisitions.
Beau Brawner
Associate
Beau Brawner is an associate in the Seattle office of Wilson Sonsini Goodrich & Rosati, where he advises public and private companies on the tax aspects of both domestic and cross-border transactions. He handles a broad range of tax issues, including mergers and acquisitions, joint ventures, restructurings, equity offerings, investment funds, and debt financings.
Andrew Bryant
Senior Counsel
Andrew Bryant is senior counsel in the Seattle office of Wilson Sonsini Goodrich & Rosati, where his practice focuses on federal partnership and corporate taxation matters related to technology and life sciences companies. He has significant experience in advising public and private companies regarding tax matters in mergers and acquisitions, emerging company formation and planning, equity and debt financings, initial public offerings, and corporate restructurings. More recently, Andrew has devoted a significant portion of his practice to tax issues related to renewable energy and project development and tax equity financings.
Brandon M. King
Associate
Brandon focuses on assisting clients of all sizes with transactional tax matters, including drafting agreements, and international and domestic tax planning.
People
Gregory P. Broome
Partner
Greg's tax practice includes experience in M&A, IPOs, and renewable energy and project development and finance.
Emma Game
Partner
Emma Game is a partner in the London office of Wilson Sonsini Goodrich & Rosati, where she is a member of the firm’s tax practice. Emma advises on all areas of tax law, including structuring and other tax aspects of M&A, joint ventures, demergers, and IPOs; standalone tax advisory work such as group reorganisations; and tax enquiries and disputes.
David Strong
Partner
David Strong is a partner in the Palo Alto and Boulder offices of Wilson Sonsini Goodrich & Rosati, where he focuses on mergers and acquisitions, joint ventures, private equity and venture capital investments, restructurings, and distressed situations. He also has substantial experience with regards to the tax aspects of a wide variety of capital markets transactions for domestic and foreign issuers, including initial public offerings and convertible note offerings. Dave has worked on transactions across a broad range of industries, including consumer, healthcare, manufacturing and industrial services, media and entertainment, mining and natural resources, real estate, technology, life sciences, and internet and telecommunications.
Myra A. Sutanto Shen
Partner
Myra is a partner in the firm’s tax practice and represents clients in connection with federal income tax planning for a variety of corporate transactions in domestic and cross-border settings.
Derek E. Wallace
Partner
Derek Wallace is a partner in the tax practice of Wilson Sonsini Goodrich & Rosati. His practice covers a variety of corporate, partnership, and international tax matters, including domestic and cross-border mergers, acquisitions, divestitures, restructurings, financings, and the formation and operation of limited liability companies and partnerships.
Jonathan Zhu
Partner
Jonathan Zhu has a general federal income tax practice, and advises on mergers, acquisitions, private equity transactions, and various capital markets matters.
Nicole Gambino
Senior Of Counsel
Nicole Gambino is Senior Of Counsel in the San Francisco office of Wilson Sonsini Goodrich & Rosati and a member of the firm’s energy and climate solutions practice. She specializes in tax matters related to project finance, with a focus on renewable energy and infrastructure assets. Her clients include developers of solar, wind, and energy storage facilities. Nicole has also represented financial institutions and other investors that finance utility-scale wind, solar, geothermal, and biomass facilities, as well as investors in new market tax credit transactions. She has extensive experience utilizing a variety of structures to finance these assets, has worked on numerous cutting-edge deals, and has advised clients more broadly in their debt financings, initial public offerings, and mergers and acquisitions.
Beau Brawner
Associate
Beau Brawner is an associate in the Seattle office of Wilson Sonsini Goodrich & Rosati, where he advises public and private companies on the tax aspects of both domestic and cross-border transactions. He handles a broad range of tax issues, including mergers and acquisitions, joint ventures, restructurings, equity offerings, investment funds, and debt financings.
Andrew Bryant
Senior Counsel
Andrew Bryant is senior counsel in the Seattle office of Wilson Sonsini Goodrich & Rosati, where his practice focuses on federal partnership and corporate taxation matters related to technology and life sciences companies. He has significant experience in advising public and private companies regarding tax matters in mergers and acquisitions, emerging company formation and planning, equity and debt financings, initial public offerings, and corporate restructurings. More recently, Andrew has devoted a significant portion of his practice to tax issues related to renewable energy and project development and tax equity financings.
Brandon M. King
Associate
Brandon focuses on assisting clients of all sizes with transactional tax matters, including drafting agreements, and international and domestic tax planning.
Recent Insights
Client Advisories
Crossing the Rubicon: U.S. Securities Law in Transatlantic Venture Financings
If you are a non-U.S. company raising capital from U.S. investors, then updating your register of members and making the required filings in your country of incorporation may not be the only filings required. Even though your choice of corporate and contract law may be non-U.S., one often overlooked issue in transatlantic financings is that you cannot opt out of certain core elements of U.S. securities laws. Simply put, if you offer or sell securities to someone in the U.S., you must be prepared to comply with U.S. law in that regard.
Learn More
Recent Events
Affiliated Programs
NextGen VC Forum - NYC 2024
LaunchBio’s NextGen VC Forum is the premiere event for mid-level venture capital associates to expand their skills and expertise while growing their network. Attendees benefit from curated education sessions from industry leaders to supplement existing expertise. Networking is essential in sourcing deals and one of the primary roles for associates, we’ve built it into the program for participants to be able to walk away with new life science and biotech contacts. The half-day forum created with Wilson Sonsini includes a networking lunch, three one-hour sessions, and a happy hour.
Learn More
Speaking Engagements
Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2024
Wilson Sonsini partner David Strong will be appearing on the panel, "Interesting Corporate Transactions of the Past Year" which will review recent M&A transactions. After completing this session, participants will be able to:
Learn More
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