Larry Crouch
Larry Crouch

Larry Crouch

Partner

Email

LCrouch@aoshearman.com

Phone

+1 212 848 4431

+1 650 838 3718

Offices

New York

V-CARD
Larry is US Head of Tax. His work involves virtually every aspect of tax planning for domestic and international transactions, including mergers and acquisitions, capital markets and joint ventures.

Larry has significant experience in merger and acquisition transactions, and in particular transactions involving private equity sellers and buyers. Larry represents private equity, sovereign, financial institution and various corporate clients.

Larry was previously Managing Partner for the firm’s Bay Area offices. He is a Silicon Valley native and spent more than three decades practicing law in California. He participates in transactions, and works with attorneys and clients, across the firm’s global platform.

Expertise

Industries

Experience

Representative matters

  • Taro Pharmaceutical Industries Ltd. in its merger with Sun Pharmaceutical Industries Limited.
  • Dover Corporation in its acquisition of the business of FW Murphy Production Controls for $530 million.
  • Chesapeake Utilities Corporation in its agreement to acquire Florida City Gas from NextEra Energy, Inc. for $923 million.
  • CVS Health Corp. in various transactional matters, including its $10.6 billion acquisition of Oak Street Health.
  • SAP SE in the $12.5 billion acquisition of Qualtrics International Inc. by Silver Lake Management and the Canada Pension Plan Investment Board; in connection with the carve-out and IPO of Qualtrics International.
  • Fairfax Financial Holdings in its $1.4 billion sale of its pet insurance business to JAB Holding Co.
  • Hitachi in connection with its $9.5 billion acquisition of GlobalLogic Inc.
  • NIC Inc. in connection with its $2.3 billion sale to Tyler Technologies Inc.
  • Citrix Systems, Inc. in connection with its $2.25 billion acquisition of Wrike, Inc.
  • LANXESS in connection with its pending $1.075 billion acquisition of Emerald Kalama Chemical.
  • SAP in the sale of their Digital Interconnect Business (SDI Business) to Sinch AB for €225 million, on a cash and debt-free basis.
  • Canada Pension Plan Investment Board (CPPIB) in connection with its $6.1 billion acquisition of Pattern Energy Group Inc.
  • The Dow Chemical Company in its $130 billion transaction with DuPont involving combination of the two companies and separating them into three publicly trading entities and the resulting $50 billion spin-off of Dow Inc.
  • KMG Chemicals in its acquisition by Cabot Microelectronics Corporation for approximately $1.6 billion in a cash and stock merger transaction.
  • CVS in its $69 billion acquisition of Aetna.
  • Unibail-Rodamco in its $25 billion acquisition of Westfield Corporation.
  • Salesforce in its acquisitions of Demandware, ClickSoftware and MapAnything.
  • LyondellBasell Industries NV in its acquisition of A. Schulman, Inc.
  • Celanese in connection with its agreement to sell equity interest in the Polyplastics joint venture to Daicel Corporation.
  • Microvast Inc. in connection with its potential $3 billion business combination with Tuscan Holdings Corp., a Nasdaq-listed SPAC.
  • Taikang Insurance Group (Taikang) in the establishment of a joint venture with New York-based NorthStar Realty Finance Corp. (NYSE: NRF) (NorthStar).
  • HeartWare International Inc. in connection with a definitive merger agreement under which Medtronic Inc. will acquire HeartWare in a transaction valued at approximately $1.1 billion.
  • Stone Point Capital in the sale of its portfolio company, Hodges-Mace, a leading provider of employee benefits technology, voluntary benefits and customer enrollment services, to Alight Solutions, a leader in technology-enabled health, wealth and human capital management and financial solutions.
  • Fairfax Financial Holdings Limited in various transactions, including its acquisitions of Allied World Assurance Company Holdings, AG, Zenith National Insurance Corp. and First Mercury.
  • OMERS Infrastructure Management in its acquisition of Leeward Renewable Energy from affiliates of ArcLight Capital Partners.
  • Francisco Partners in various transactions, including its acquisitions of Source Photonics, QuadraMed, Avangate, T-Systems and its two separate dispositions of the business units of QuadraMed, Procera Networks, and the proposed acquisition of Dell Software Group, and the dispositions of AdvancedMD Software, the dispositions of GXS, API Healthcare, Healthland, and Frontrange.
  • Vector Capital in numerous transactions, including its acquisitions of RAE Systems, Trafficmaster, ChyronHego and SafeNet, and its dispositions of RAE Systems, Trafficmaster, Teletrac and the Government Solutions Business of its portfolio company.
  • Symphony Technology Group in various acquisitions, including its acquisitions of Shopzilla (Connexity), First Advantage, CoreLogic. MSC Software, LexisNexis Screening, Source Healthcare Analytics, First Advantage’s acquisition of Lexis Nexis Risk Solutions Unit, PriceGrabber, as well as the dispositions of Symphony Teleca and CoreOne Technologies.
  • Canada Pension Plan Investment Board in connection with the sale of Air Distribution Technologies, Inc. to Johnson Controls, Inc.
  • VMware in its acquisitions of Datrium, Octarine, Mesh7 Inc. and SaltStack, Inc.
  • MedeAnalytics in its sale to Thomas Bravo.
  • Leyou Technologies Holdings Limited in connection with its take private by Image Frame Investment (HK) Limited, by way of a scheme of arrangement.
  • City Office REIT in its IPO on the NYSE and subsequent offerings.
  • BMO Capital Markets and CIBC in the IPO and subsequent offerings of Milestone Apartments Real Estate Investment Trust, which involved the design of a new structure for a U.S. REIT to undertake an IPO on the TSX.
  • Welsh Industrial Real Estate Investment Trust, a U. S. REIT, in its IPO on the TSX and subsequent offerings.
  • The underwriters in debt (including equity linked debt) and equity offerings by various REITs, including American Tower, Prologis, BioMed Realty Trust, and Washington REIT.
  • Bain Capital in its acquisition of VXI Global Solutions.
  • Sanofi-Aventis in its acquisition of BMP Sunstone.
  • Sina Corporation in various transactions, including its sale of its interest in China Online Housing Technology Corporation and its sale of its interest in Weibo, and the acquisition of New Wave Investment Holding of an interest in Sina.
  • STMicroelectronics in its formation of Numonyx with Intel and the ultimate sale of Numonyx.
  • Mubadala Investment Company PJSC in its acquisition, with members of Fortress management, of SoftBank Group Corp’s 90.01% equity interest in Fortress.
  • Genmab A/S on its proposed acquisition of ProfoundBio for $1.8 billionDover.
  • Société Générale on a joint venture with AllianceBernstein mthrough the combination of their respective cash equity and equity research businesses.
  • AcelRx Pharmaceuticals in its acquisition of Lowell Therapeutics.
  • Mubadala Investment Company PJSC in its acquisition, with members of Fortress management, of SoftBank Group Corp’s 90.01% equity interest in Fortress.
  • Genmab A/S on its proposed acquisition of ProfoundBio for $1.8 billionDover
  • Société Générale on a joint venture with AllianceBernstein mthrough the combination of their respective cash equity and equity research businesses.
  • AcelRx Pharmaceuticals in its acquisition of Lowell Therapeutics.
  • Atrion Corporation in its $815 million merger with Nordson Corporation.
  • BUSA Acquisition Co., in connection with the acquisition of BankCard USA Merchant Services Inc. from Quisitive Technology Solutions.
  • LANXESS in connection with its pending $1.075 billion acquisition of Emerald Kalama Chemical.
  • SAP in the sale of their Digital Interconnect Business (SDI Business) to Sinch AB for €225 million, on a cash and debt-free basis.
  • Canada Pension Plan Investment Board in connection with the sale of Air Distribution Technologies, Inc. to Johnson Controls, Inc.
  • Taikang Insurance Group (Taikang) in the establishment of a joint venture with New York-based NorthStar Realty Finance Corp. (NYSE: NRF) (NorthStar).
  • HeartWare International Inc. in connection with a definitive merger agreement under which Medtronic Inc. will acquire HeartWare in a transaction valued at approximately $1.1 billion.
  • Stone Point Capital in the sale of its portfolio company, Hodges-Mace, a leading provider of employee benefits technology, voluntary benefits and customer enrollment services, to Alight Solutions, a leader in technology-enabled health, wealth and human capital management and financial solutions.
  • Fairfax Financial Holdings Limited in various transactions, including its acquisitions of Allied World Assurance Company Holdings, AG, Zenith National Insurance Corp. and First Mercury.
  • OMERS Infrastructure Management in its acquisition of Leeward Renewable Energy from affiliates of ArcLight Capital Partners.
  • Francisco Partners in various transactions, including its acquisitions of Source Photonics, QuadraMed, Avangate, T-Systems and its two separate dispositions of the business units of QuadraMed, Procera Networks, and the proposed acquisition of Dell Software Group, and the dispositions of AdvancedMD Software, the dispositions of GXS, API Healthcare, Healthland, and Frontrange.
  • Vector Capital in numerous transactions, including its acquisitions of RAE Systems, Trafficmaster, ChyronHego and SafeNet, and its dispositions of RAE Systems, Trafficmaster, Teletrac and the Government Solutions Business of its portfolio company.
  • Symphony Technology Group in various acquisitions, including its acquisitions of Shopzilla (Connexity), First Advantage, CoreLogic. MSC Software, LexisNexis Screening, Source Healthcare Analytics, First Advantage’s acquisition of Lexis Nexis Risk Solutions Unit, PriceGrabber, as well as the dispositions of Symphony Teleca and CoreOne Technologies.
  • VMware in its acquisitions of Datrium, Octarine, Mesh7 Inc. and SaltStack, Inc.
  • MedeAnalytics in its sale to Thomas Bravo.
  • Leyou Technologies Holdings Limited in connection with its take private by Image Frame Investment (HK) Limited, by way of a scheme of arrangement.
  • City Office REIT in its IPO on the NYSE and subsequent offerings.
  • BMO Capital Markets and CIBC in the IPO and subsequent offerings of Milestone Apartments Real Estate Investment Trust, which involved the design of a new structure for a U.S. REIT to undertake an IPO on the TSX.
  • Welsh Industrial Real Estate Investment Trust, a U. S. REIT, in its IPO on the TSX and subsequent offerings.
  • The underwriters in debt (including equity linked debt) and equity offerings by various REITs, including American Tower, Prologis, BioMed Realty Trust, and Washington REIT.
  • Bain Capital in its acquisition of VXI Global Solutions.
  • Sanofi-Aventis in its acquisition of BMP Sunstone.
  • Sina Corporation in various transactions, including its sale of its interest in China Online Housing Technology Corporation and its sale of its interest in Weibo, and the acquisition of New Wave Investment Holding of an interest in Sina.
  • STMicroelectronics in its formation of Numonyx with Intel and the ultimate sale of Numonyx.
  • Bigtincan Holdings Limited in connection with its proposed business combination with Investcorp AI Acquisition Corp.

Published Work

  • Lowther, T., Crouch, L., Bray, R., Emmett Moldowan, G., Aghai, I., Garg, J. 2023, “Tax Court Agrees Profits Interest
  • Safe Harbor Should Apply to Tiered Partnership Structure”, Journal of Taxation of Investments
  • Crouch, L. 2016, “Real Estate Legislation to Watch in the Second Half of 2016” Law360

Recognition

“Larry Crouch – who splits his time between New York and Menlo Park – is a seasoned transactional tax expert with experience in matters involving M&A, capital markets, and joint ventures.”
Legal 500, 2022

Qualifications

Admissions

California, 1989
New York, 2020

Courts

California Central District Court-CA-Federal-9th Circuit, 1990
U.S. Tax Court-DC-Federal-DC Circuit, 1992

Academic

B.A., with distinctions, University of Washington, 1986

J.D., magna cum laude and Order of the Coif, UC, Hastings College of Law, 1989
- graduated in top one percent of class
- Hastings Law Journal

Disclaimer
A&O Shearman was formed on May 1, 2024 by the combination of Shearman & Sterling LLP and Allen & Overy LLP and their respective affiliates (the legacy firms). Any matters referred to above may include matters undertaken by one or more of the legacy firms rather than A&O Shearman.