Linda Z. Swartz

Phone212 504 6062

Peer Rating
 5.0/5.0
AV® Preeminent

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Experience & Credentials Ratings & Reviews
 

Practice Areas

  • Corporate Taxation
  • Executive Compensation & Benefits
  • Tax
  • Mergers & Acquisitions Taxation
  • Restructurings & Bankruptcies Taxation
 
University Bucknell University, B.A., magna cum laude, Phi Beta Kappa 1984
 
Law SchoolUniversity of Pennsylvania Law School, J.D., 1987
 
Admitted1988, New York
 
Memberships Inversions: The View from Ireland Jul 07, 2014

• M&A Update: Senator Levin Introduces Anti-Inversion Act May 21, 2014

• M&A Update: New Rules Will Limit Shareholders' Tax-Free Treatment on Inversions Apr 25, 2014

• M&A Update: Treasury Department Proposes To Expand Anti-Inversion Rules Mar 11, 2014

• Employee Benefits after Windsor Aug 27, 2013

• Treasury and the IRS Propose Regulations on $500,000 Compensation Deduction Limit for Health Insurers May 08, 2013

• Proposed Regulations Relax the Circular 230 Rules for Tax Practitioners Oct 04, 2012

• The Sixth Circuit Rules in United States v. Quality Stores, Inc. that Severance Payments Paid to Terminated Employees as a Direct Result of a Work Force Reduction Are Not Subject to FICA Tax Sep 28, 2012

• IRS Issues New Regulations Defining Publicly Traded Property for Purposes of Determining the Issue Price of Debt Instruments That Are Significantly Modified in a Restructuring or Issued for Property Sep 26, 2012

• IRS Issues Proposed Regulations to Clarify Application of Section 162m Jul 19, 2011

• The Dodd-Frank Act: How It Impacts Specific Institutions, Entities and Transactions Jun 22, 2011

• Joint Agencies' Proposed Rules Governing Incentive-Based Compensation at Covered Financial Institutions Jun 01, 2011

• SEC Finalizes Rules Regarding Shareholder Approval of Executive Compensation and Golden Parachute Arrangements Mar 01, 2011

• Final Regulations Issued with Respect to FBAR Filing Requirements Feb 28, 2011

• Tax Proposals in the Obama Administration's Fiscal Year 2012 Revenue Budget Feb 17, 2011

• Energy Tax Provisions in the Obama Administration's Fiscal Year 2012 Budget Feb 17, 2011

• SEC Proposes New Rules Regarding Shareholder Approval of Executive Compensation and Golden Parachute Arrangements Nov 29, 2010

• IRS Notice 2010-60: Preliminary Guidance on the “FATCA” Reporting and Withholding Rules Sep 03, 2010

• The Education Jobs and Medicaid Assistance Act of 2010 Aug 11, 2010

• Executive Compensation and Corporate Governance Provisions Under the Dodd-Frank Wall Street Reform and Consumer Protection Act Jul 20, 2010

• The Hiring Incentives to Restore Employment Act Mar 22, 2010

• Proposed Regulations Issued With Respect to FBAR Filing Requirements Mar 01, 2010

• The Obama Administration's Fiscal Year 2011 Revenue Proposals Feb 03, 2010

• IRS Proposes Reporting Requirements for Uncertain Tax Positions Under FIN 48 Jan 28, 2010

• Treasury Department Guidance Issued on Modification of Securitized Commercial Mortgage Loans Sep 16, 2009

• The Obama Administration's Fiscal Year 2010 Revenue Proposals May 20, 2009

• IRS Guidance on the Home Affordable Modification Program Apr 13, 2009

• Stop Tax Haven Abuse Act (S. 506 and H.R. 1265) Mar 06, 2009

• Certain Federal Income Tax Provisions of the American Recovery and Reinvestment Act of 2009 Feb 17, 2009

Articles

• Global Tax-Free Deals: Mergers, Acquisitions and Spins at Home and Abroad Jun 11, 2014

• Multiple Step Acquisitions: Dancing the Tax-Free Tango Jun 10, 2014

• 2010 Bankruptcy Tax Issues Jun 09, 2014

• ABCs of Cross-Border Derivatives Jun 08, 2014

• A Layman's Guide to LLC Incentive Compensation Jun 07, 2014

• To Disclose or Not to Disclose: Tax Shelters, Penalties, and Circular 230 in 2014 Jun 06, 2014

• Consolidated Attribute Reduction Regulations Jun 05, 2014

• Big A, Little C: Baby Steps Toward Modernizing Reorganizations Jun 04, 2014

• Partnership Bankruptcy Tax Issues Jun 03, 2014

• Debt Exchanges Jun 02, 2014

• The Elective Large Partnership Rules Jun 01, 2014

• Section 83(b), Section 409A, Section 457A and Subchapter K May 31, 2014

• Circular 230 and Other Recent Tax Shelter Developments May 30, 2014

• Bankruptcy Tax Issues May 29, 2014

• Real Estate Investment Trusts 101 May 28, 2014

• Handling Partnership and LLC Compensatory Interests May 27, 2014

• Taxation Without Authorization: The Proposed Dividend Equivalent Withholding Regulation Under Section 871(M) Apr 01, 2014

Events

• Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2014 May 20, 2014

• Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2013 May 21, 2013

Experience

Representative Experience and Clients

Most recently, Linda played a leading role on behalf of her clients in the following high-profile transactions, representing:

•Salix Pharmaceuticals in its terminated combination with Cosmo Technologies, a subsidiary of Cosmo Pharmaceuticals, to form Salix Pharmaceuticals, plc.
•Acorda Therapeutics in its pending acquisition of Civitas Therapeutics.
•Elan Pharmaceuticals, PLC in its tax-free distribution of its stock of Prothena.
•Procter & Gamble Co. in its sale of the Pringles Group to Kellogg.
•Procter & Gamble Co. in the proposed tax-free distribution and acquisition of its snack business to Diamond Foods Inc.
•JPMorgan in Dell Inc.'s proposed acquisition by Michael Dell and Silver Lake Partners.
•Vertis Holdings in connection with its section 363 sale to Quad/Graphics.
•Quest Software, Inc. Chairman and CEO Vincent Smith in the $2.4 billion sale of Quest Software to Dell Inc.
•Pfizer, Inc. in the sale of its Capsugel business to Kohlberg Kravis Roberts.
•Dayton Power and Light in its sale to AES Corporation.
•Pfizer, Inc. in its acquisition of King Pharmaceuticals, Inc.
•Icahn Global Enterprises as secured lender in the Blockbuster chapter 11 cases.
•United States Treasury Department in restructuring CIT.
•Pfizer, Inc. in its acquisition of the Wyeth Corporation.
•U.S. Department of Treasury counsel to the Presidential Task Force on the Auto Industry, including advising on the bankruptcy filings of General Motors and Chrysler.
•Procter & Gamble Co. in the tax-free distribution and immediate acquisition of its Folgers Coffee business by the J.M. Smucker Company.
•LyondellBasell Chemical Company as lead debtor's counsel in its chapter 11 case.
•Towers Watson & Co., in its acquisition of Extend Health Inc.
•Xerium Technologies, Inc. in its prepackaged chapter 11 cases.
•Caribbean Petroleum Corporation in its chapter 11 cases.
•Auto Task Force on General Motors' exposure to Delphi Corporation.
•Official Committee of Unsecured Creditors of Truvo USA LLC and its affiliates.
•JPMorgan Chase Bank, N.A. in the Centro Properties restructuring.
•JPMorgan Chase Bank, N.A. in the Stations Casino chapter 11 cases.
•Northwest Airlines Corporation in its chapter 11 cases.
•Xstrata in the sale of its aluminum business to Apollo Management.
•CVC Capital Partners Group on its proposed acquisition of Barclays' iShares unit.
•RGIS Holdings LLC in connection with its acquisition by The Blackstone Group.
•Pfizer Inc. in the sale of its consumer healthcare business to Johnson & Johnson.
•St. Vincent's Catholic Medical Centers in its chapter 11 reorganization case.
•Procter & Gamble Co. in its acquisition of The Gillette Co.
•Pfizer Inc. in its acquisition of Pharmacia, Inc.
•Storage Technology Corporation in its acquisition by Sun Microsystems.
•The Quaker Oats Company in its acquisition by PepsiCo, Inc.
•Pfizer Inc. in its hostile takeover of Warner-Lambert Co.

She has also represented Agilent Technologies, The Boeing Company, Bristol-Meyers Squibb, Brunswick Corporation, CBS, Conseco, Del Laboratories, Dreamworks, Dow Jones, ITT Corporation, Mack-Cali, McKesson, Olin Corporation, Palm Inc., TIAA-CREF, Time Warner, Toys 'R' Us, US Industries, and each major investment bank.

Newsletter

Quorum

• Quorum: March 2014

 
Biography

Linda Swartz, the Chair of Cadwalader's Tax Group, focuses her practice on structuring complex global mergers and acquisitions, spin-offs, joint ventures, and restructurings, and on foreign tax planning strategies. She also has considerable experience advising clients on financings, derivative transactions, and executive compensation issues.

Awards and Honors

Linda is consistently recognized by industry publications and independent commentators as one of the leading corporate tax lawyers in the country, including by:

• Tax Directors Handbook - named as one of the 16 Top U.S. Tax Advisors
• Chambers USA - Selected as a Leading New York Tax Lawyer
• The Legal 500 - Selected as a Leading Lawyer
• International Tax Review - Selected as a Leader in U.S. and International Tax
• International Who's Who - Selected as a Leading Corporate Tax Lawyer
• Euromoney Publications - Selected as a Leading U.S. Tax Lawyer
• Expert Guides - Selected as a Leading Woman in Business Law
• Guide to the World's Leading Women in Business Law: Tax
• ICFM - Selected as one of the Top 500 Global Lawyers
•super Lawyers - Selected as one of the Top 50 Women Lawyers in New York City
• Avenue Legal Elite - Selected as one of New York City's Top Women Attorneys
• Who's Who Legal: Corporate Tax
• Who's Who in the World
• Who's Who of American Women
• Who's Who in American Law
• Best Lawyers
• Martindale Hubbell (AV-rated)
Articles, Publications and Speaking Engagements

Linda frequently speaks and writes on transactional tax issues. Her recent articles include:

• Global Tax-Free Deals: Mergers, Acquisitions and Spins at Home and Abroad
• Multiple Step Acquisitions: Dancing the Tax-Free Tango
• Big A, Little C: Baby Steps Toward Modernizing Reorganizations
• ABCs of Cross-Border Derivatives
• A Layman's Guide to LLC Incentive Compensation
• To Disclose or Not to Disclose: Tax Shelters, Penalties, and Circular 230 in 2014
• New Consolidated Attribute Reduction Regulations
• Partnership Bankruptcy Tax Issues
• Debt Exchanges
• 2010 Bankruptcy Tax Issues
•section 83(b), Section 409A and Subchapter K
• Taxation Without Authorization: The Proposed “ Dividend Equivalent” Withholding Regulations Under Section 871(m)
• Bankruptcy Tax 101
• Real Estate Investment Trusts 101
• Tax-Free Acquisitions: Rules of the Road
• Virtual Taxation

She also authors the chapters on Debt Exchanges in Collier on Bankruptcy Taxation (Matthew Bender) and Securities Lending Transactions in Taxation of Financial Institutions (Clark Boardman Callaghan). In addition to writing, she speaks on a broad range of topics, including each year at the PLI conferences on corporate, partnership, and real estate tax issues.

Professional Affiliations
• Chair, Corporate Tax Committee of Executive Committee, New York State Bar Association Tax Section
• Former Chair, Tax-Free Reorganizations, Bankruptcy, Consolidated Returns, Real Property, and Tax Accounting and Basis Committees, New York State Bar Association Tax Section
Education
• University of Pennsylvania Law School
J.D. 1987
• Bucknell University
B.A., magna cum laude, Phi Beta Kappa 1984

Experience

Representative Experience and Clients

Most recently, Linda played a leading role on behalf of her clients in the following high-profile transactions, representing:

•salix Pharmaceuticals, Ltd. in its $15.6 billion acquisition by Valeant Pharmaceuticals International, Inc.
• Procter & Gamble Co. in the pending tax-free exchange of its Duracell business for P&G shares held by Berkshire Hathaway.
• The Pasha Group in its acquisition of the Hawaii trade-lane business of Horizon Lines.
•salix Pharmaceuticals in its terminated combination with Cosmo Technologies, a subsidiary of Cosmo Pharmaceuticals, to form Salix Pharmaceuticals, plc.
• Acorda Therapeutics in its acquisition of Civitas Therapeutics.
• Elan Pharmaceuticals, PLC in its tax-free distribution of its stock of Prothena.
• Procter & Gamble Co. in its sale of the Pringles Group to Kellogg.
• Procter & Gamble Co. in the proposed tax-free distribution and acquisition of its snack business by Diamond Foods Inc.
• JPMorgan in Dell Inc.'s acquisition by Michael Dell and Silver Lake Partners.
• Vertis Holdings in connection with its section 363 sale to Quad/Graphics.
• Quest Software, Inc. Chairman and CEO Vincent Smith in the $2.4 billion sale of Quest Software to Dell Inc.
• Pfizer, Inc. in the sale of its Capsugel business to Kohlberg Kravis Roberts.
• Dayton Power and Light in its sale to AES Corporation.
• Pfizer, Inc. in its acquisition of King Pharmaceuticals, Inc.
• Icahn Global Enterprises as secured lender in the Blockbuster chapter 11 cases.
• United States Treasury Department in restructuring CIT.
• Pfizer, Inc. in its acquisition of the Wyeth Corporation.
• U.S. Department of Treasury counsel to the Presidential Task Force on the Auto Industry, including advising on the bankruptcy filings of General Motors and Chrysler.
• Procter & Gamble Co. in the tax-free distribution and immediate acquisition of its Folgers Coffee business by the J.M. Smucker Company.
• LyondellBasell Chemical Company as lead debtor's counsel in its chapter 11 case.
• Towers Watson & Co., in its acquisition of Extend Health Inc.
• Xerium Technologies, Inc. in its prepackaged chapter 11 cases.
• Caribbean Petroleum Corporation in its chapter 11 cases.
• Auto Task Force on General Motors' exposure to Delphi Corporation.
• Official Committee of Unsecured Creditors of Truvo USA LLC and its affiliates.
• JPMorgan Chase Bank, N.A. in the Centro Properties restructuring.
• JPMorgan Chase Bank, N.A. in the Stations Casino chapter 11 cases.
• Northwest Airlines Corporation in its chapter 11 cases.
• Xstrata in the sale of its aluminum business to Apollo Management.
• CVC Capital Partners Group on its proposed acquisition of Barclays' iShares unit.
• RGIS Holdings LLC in connection with its acquisition by The Blackstone Group.
• Pfizer Inc. in the sale of its consumer healthcare business to Johnson & Johnson.
•st. Vincent's Catholic Medical Centers in its chapter 11 reorganization case.
• Procter & Gamble Co. in its acquisition of The Gillette Co.
• Pfizer Inc. in its acquisition of Pharmacia, Inc.
•storage Technology Corporation in its acquisition by Sun Microsystems.
• The Quaker Oats Company in its acquisition by PepsiCo, Inc.
• Pfizer Inc. in its hostile takeover of Warner-Lambert Co.

She has also represented Agilent Technologies, The Boeing Company, Bristol-Meyers Squibb, Brunswick Corporation, CBS, Conseco, Del Laboratories, Dreamworks, Dow Jones, ITT Corporation, Mack-Cali, McKesson, Olin Corporation, Palm Inc., TIAA-CREF, Time Warner, Toys ' R' Us, US Industries, and each major investment bank.

News & Resources

NEWS

News Releases
Cadwalader Represents Salix Pharmaceuticals in Its Acquisition by Valeant Pharmaceuticals Apr 01, 2015

Recent Press
Tax Shelter Assessment Regs May Revive Dormant Cases Apr 01, 2015

Recognition
Cadwalader Attorneys, Practices Recognized in 2015 Edition of The Best Lawyers in America Aug 18, 2014

RESOURCES

Clients & Friends Memos
Final Regulations on Section 162(m) Deduction Limit Exceptions Apr 28, 2015

Articles
Global Tax-Free Deals: Mergers, Acquisitions and Spins at Home and Abroad Jun 11, 2014

Events
PLI's Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2015 May 12, 2015

Newsletters
Quorum
Quorum: February 2015 V3N1Feb 11, 2015

 
ISLN903292724
 

Documents by this lawyer on Martindale.com

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Final Regulations on Section 162(m) Deduction Limit Exceptions
Shane J. Stroud,Linda Z. Swartz, May 6, 2015
New final regulations[1] (the “Final Regulations”) have been issued clarifying and altering the “qualified performance-based compensation” exception and the transitional “reliance period” exception for newly public companies to the $1 million limit on deductible...

M&A Update | Inversions: The View from Ireland
Christopher T. Cox,Paul Dunbar,Linda Z. Swartz,James C. Woolery, July 15, 2014
On June 25, 2014, Ireland’s Taoiseach (Prime Minister) Enda Kenny and Minister for Finance Michael Noonan, among others, met with Cadwalader Chairman-elect and Corporate Group Co-Chair James C. Woolery in Dublin regarding foreign direct investment in Ireland and, specifically, the recent...

M&A Update: Senator Levin Introduces Anti-Inversion Act
Christopher T. Cox,Linda Z. Swartz, May 29, 2014
On May 20, 2014, Sen. Carl Levin (D-MI) introduced the Stop Corporate Inversions Act of 2014 (the “Levin Bill”), which proposes significantly more stringent limits on the ability of U.S. companies to relocate outside the U.S. The Levin Bill, if enacted, would apply to transactions...


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Linda Z. Swartz


New YorkNY 10281-0006




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