Edward J. Hannon, Partner

Representative Matters – Business Law

  • Represented U.S.-based company in $330 million acquisition of stock in wholly-owned subsidiary of a publicly traded company in the transportation industry. This matter involved the negotiation of the tax-oriented provisions of the stock purchase agreement including various tax representations and warranties and the terms of the tax indemnification provisions.
  • Represented Swedish-based technology company in the negotiation of various joint venture agreements in connection with the expansion of their business into the United States.
  • Represented owners of a closely held corporation in the manufacturing industry in a $13 million stock sale to a U.S. buyer. This matter involved the development of a structure for the tax-free rollover of management-held shares, and the review of the tax consequences of the receipt of deferred purchase price in the form of stock of a thinly traded entity.
  • Represented a German-based company in connection with the $30 million sale of one of its U.S. subsidiaries to a strategic buyer and competitor. This transaction involved the negotiation of various tax sharing provisions and the adoption of a structure to minimize U.S. tax withholding costs on the distribution of the sale proceeds.
  • Represented food industry client in connection with the sale of an $80 million of equity interest to a private equity firm. This matter involved the development of a drop-down structure that would allow the parties to address the various tax issues that arose in connection with the private equity company‚Äôs request for a tax basis step-up for assets currently held by an S corporation. This matter also involved the negotiation of complex tax allocation provisions in an LLC agreement to reflect various put rights and preferred unit convertibility provisions.
  • Represented seller in an $110 million sale of all of the assets of a family-owned corporation to a publicly traded buyer. This matter involved the negotiation of various tax representation provisions, including matters related to tax reserves included in the working capital adjustment.
  • Represented a major North American railroad company in the acquisition of a majority interest in a privately held railroad and transloading business for $18 million.
  • Represented U.S. corporations which were part of an affiliated group in connection with the sale of the stock of several wholly-owned U.S. subsidiaries to a foreign buyer who was forming a U.S. entity for the purchase. This matter involved the negotiation of the tax indemnities with respect to various consolidated return issues and the analysis of the potential application of Code Section 338(h)(10) and Code Section 336(e) elections in the transaction.
  • Represented publicly traded company in connection with the consolidation of its U.S. subsidiaries. This matter involved the analysis and review of alternative consolidation structures to evaluate long-term tax attribution issues related to potential application of various tax-free corporation reorganization structures.
  • Represented Denmark-based company in connection with the restructuring of its U.S. distribution structure and creation of new U.S. entities to facilitate expansion of new products into the U.S. market. This matter involved the adoption of a structure to maximize tax treaty benefits available to the parent company and its various subsidiaries.
  • Represented Ireland-based company in connection with its expansion into the U.S. market and the establishment of new trade name and trade dress for its U.S. locations.