Jay advises clients on tax aspects of corporate transactions, particularly domestic and cross-border mergers and acquisitions, tax-free spin-offs and internal restructurings.

A nationally and internationally recognized expert in cross-border spin-offs, Jay is the vice chair of the American Bar Association’s Corporate Tax Committee and a member of the American College of Tax Counsel. Jay has previously served as chair of the DC Bar Corporate Tax Committee and the American Bar Association’s Affiliated and Related Corporations Committee. Earlier in his career, he worked as an attorney in the Internal Revenue Service (IRS) National Office. While at the IRS, Jay drafted corporate tax regulations and other published guidance such as private letter rulings addressing complex public company transactions.

Jay regularly advises major public companies on tax-efficient structuring of market leading complex acquisitions and dispositions, including many transactions worth tens of billions of dollars.

Experience

Representative matters

  • Liberty Global on its re-domiciliation from the UK to Bermuda.
  • Boston Scientific in its pending acquisition of Axonics, Inc. for $3.7 billion.
  • Boston Scientific on its sale of BTG Specialty Pharmaceuticals to SERB SAS and Stark International Lux S.A.R.L.
  • Raytheon Company in its $120 billion reverse Morris Trust acquisition of United Technologies Corporation.
  • $60 billion merger of North American food and beverage companies listed on the NASD.
  • $23 billion merger of U.S.-based media companies into a new U.K. holding company listed on the NASD.
  • The initial public offering of an NASD-listed technology company with an initial market capitalization of $10 billion.
  • $7 billion disposition of stock by a Silicon Valley company listed on the NASD.
  • Numerous internal and external spin-offs by publicly traded companies.

Speaking Engagements

  • Panelist, Current Issues in Divisive Strategies – Spin-Offs, Practicing Law Institute Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings, Los Angeles, CA, December 2023
  • Panelist, Entity Migration:  When, Where, and Why?, ABA/IBA/IFA 15th Annual Latin America Tax Practice Trends Conference, Miami, FL, June 2023
  • Moderator, Downstream Reoganizations, American Bar Association Corporate Tax Section Meeting, Washington, D.C., May 2023
  • Panelist, Current Issues in Divisive Strategies – Spin-Offs, Practicing Law Institute Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings, Los Angeles, CA, December 2022
  • Panelist, Use of partnerships by Corporate Groups, Including Up-C Structures and Planning Techniques to Maximize the Use of Losses and Foreign Tax Credits, Tax Executives Institute’s 77th Annual Conference, Phoenix, AZ October 2022

Leadership Positions And Professional Affiliations

 

  • Vice Chair, American Bar Association Tax Section, Corporate Tax Committee
  • Chair, American Bar Association Tax Section, Affiliated and Related Corporations Committee
  • Chair, DC Bar Corporate Tax Committee
  • Member, American College of Tax Counsel

Recognition

He is very proactive, approachable, easy to work with and technical.
Chambers USA, 2022

Awards

  • Chambers USA, 2019 - 2023

Qualifications

Admissions

District of Columbia, 2007

Academic

Bachelor of Arts, St. Louis University, 1998
J.D., American University, 2002
Master of Laws in Taxation, Georgetown University, 2008

Languages

English, French, Spanish
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.