Since the 1980s, working with our investment-banking clients, our tax lawyers have been market leaders in the development of innovative capital markets transactions. Over that period, we have played a vital role in bringing to market such groundbreaking structures as:
- U.S. Treasury receipt trusts
- Mandatory exchangeable investment units
- Stock monetization debt securities and trusts
- Contingent interest convertible debt instruments
- Extendible notes
- Surplus notes
- Regulatory capital interest deductible securities
- Cross-border hybrid securities
- Retail equity-linked securities
- Structured notes
- Covered bonds
We also bring extensive experience to bear on regulatory counseling matters critical to the derivatives market, bolstered by many of the firm’s lawyers having worked in senior policy, regulatory, legislative and executive government roles. We act as primary outside derivatives counsel to a significant number of buy-side and sell-side firms and advise trading platforms and clearinghouses.
Master Limited Partnerships and Publicly Traded Partnerships
Our tax lawyers are well-versed in matters related to master limited partnerships (MLPs) and publicly traded partnerships (PTPs). We regularly advise clients on sophisticated transactions in the midstream, coal, oil and gas, oilfield services, pipeline and shipping industries. This includes serving as both issuer and underwriter counsel to MLPs and PTPs in initial public offerings (IPOs) and secondary equity offerings, and in investment-grade and high-yield debt offerings.
We have in-depth experience advising potential and existing MLPs and PTPs on matters related to qualification of income under the Internal Revenue Code, as well as in mergers and acquisitions, asset drop-downs, joint ventures, combinations and incentive distribution restructurings.
Real Estate Investment Trusts
Our tax lawyers are essential to advising the firm’s real estate investment trust (REIT) clients. We are an integral part of the Sidley team, which has handled more U.S. REIT capital markets offerings than any other law firm over the last one-, three-, five- and 10-year periods and has served as counsel on six of the last seven U.S. REIT IPOs.
Regulated Investment Companies
Sidley’s tax lawyers regularly counsel fund investment advisers and board members responsible for hundreds of open-end and closed-end regulated investment companies (RICs). Because we are retained not only as fund counsel but also as counsel to the independent directors or to the advisers of families of funds, we are experienced in an array of traditional and nontraditional RIC structures. This includes master-feeder and fund-of-funds arrangements, as well as multiple-class shares and auction-market preferred shares. We have advised clients on special tax considerations arising from RIC investments, such as foreign securities and municipal obligations, and on fund transactions, including fund organization, reorganizations and mergers, and fund liquidations.
