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November 2014

Business Transactions and Corporate Tax Groups Close Complex Tax-Free Reorganization

A multi-office team of Gordon & Rees attorneys that included partners John Ebken of Pittsburgh, Mark Davis and Heather Irwin of San Francisco, and Paul Spizzirri of Atlanta assisted their clients, two engineering entrepreneurs, in a sale of their business through a tax-free reorganization.

The clients, one of whom was a French tax resident, owned an energy sector technology company with offshore wind energy platform technology. The G&R team helped them negotiate the terms for the sale of their shares to a larger U.S. energy company, whose principal shareholders are large European public utilities. 

The clients received shares in the acquiring company in exchange for their shares, making their company a wholly-owned subsidiary of the acquiring company. Spizzirri, working with tax co-counsel in France and the acquiring company’s tax counsel, designed a structure enabling the sale of the clients’ business to be treated as a tax-free reorganization that accommodated different requirements under applicable U.S. and French tax laws. 

On behalf of their clients, the team also negotiated complex employment agreements with the acquiring company that included various stock options – some in favor of the employees and some in favor of the acquiring company as their new employer – to purchase and sell shares they already owned in the acquiring company prior to the sale of their company.  

The combined companies have big plans for further co-development of their renewable energy technologies.

Mark H. Davis
John G. Ebken
Heather A. Irwin



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