Richard M. Nugent

Phone212 504 6499

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Experience & Credentials

Practice Areas

  • Distressed Investing and Mergers & Acquisitions
  • Mergers & Acquisitions
  • Tax
  • Mergers & Acquisitions Taxation
  • Private Equity
University Saint Peter's College, B.A., summa cum laude, 1992
Law SchoolRutgers University, School of Law - Newark, J.D., with honors, 1995; Georgetown University Law Center, LL.M., with distinction, 1997
Admitted1995, New Jersey; 1996, New York; 2002, District of Columbia

Richard Nugent is a transactional lawyer with significant experience in the tax aspects of public and private mergers, acquisitions and spin-offs and in advising debtors, creditors and potential acquirers of financially troubled companies both within and outside the bankruptcy context. He also has experience advising clients on cross-border tax strategies, financing transactions and tax controversies.

Richard was recognized by The Legal 500 US as a key individual in Domestic Tax for 2015, was recognized in Super Lawyers (New York-Metro) for 2011-2015 and was named to the Turnarounds & Workouts annual list of Bankruptcy Tax Specialists for 2011-2015. Richard has spoken on, and has authored or co-authored several articles on, U.S. tax issues. He spoke this fall in New York and Chicago at the Practising Law Institute panels on Pass-Through Corporations and Publicly Traded Partnerships. Richard also is a member of the New York State Bar Association Tax Section for which he has co-authored several reports and letters and is a member of the Tax Forum.

Richard received his LL.M., with distinction, from Georgetown University Law Center; his J.D., with honors, from Rutgers University School of Law (Newark) (now Rutgers Law School); and his B.A., summa cum laude, from Saint Peter's College (now University). He served as a clerk to the Honorable Richard F. Suhrheinrich of the U.S. Court of Appeals for the Sixth Circuit and the Honorable Robert P. Ruwe of the United States Tax Court.


Representative transactions on which Richard has worked include:

•Procter & Gamble in the pending tax-free distribution and immediate acquisition of 43 beauty brands by Coty;
•Procter & Gamble 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;
•Forbes Media LLC on its sale of a majority stake to a group of international investors as part of the company's global growth strategy;
•Procter & Gamble in the disposition of its Snacks business to Kellogg and the prior proposed tax-free distribution and immediate acquisition of the Snacks business by Diamond Foods;
•Mercuria in its acquisition of J.P. Morgan's physical energy and commodities business;
•elan in its combination with Perrigo;
•elan in the tax-free spinoff of Prothena Corporation;
•LyondellBasell in its chapter 11 reorganization case;
•Towers Watson in the acquisitions of Acclaris and Liazon Corporation and the disposition of its reinsurance brokerage business to Jardine Lloyd Thompson;
•Pfizer in the acquisitions of Wyeth, King Pharmaceuticals and Embrex and the dispositions of its Capsugel business to KKR and its Consumer Healthcare business to Johnson & Johnson;
•Barclays in the Contec chapter 11 reorganization case;
•Dayton Power & Light in its sale to AES Corporation;
•Procter & Gamble in the tax-free distribution and immediate acquisition of its Folgers Coffee business by the J.M. Smucker Company;
•Yucaipa in the Inner City Media Corporation chapter 11 reorganization case;
•CVC Capital Partners Group in the proposed acquisition of Barclays's iShares unit;
•U.S. Department of Treasury, as outside counsel to the Presidential Task Force on the Auto Industry in the bankruptcy filings of General Motors and Chrysler;
•Northwest Airlines in its chapter 11 reorganization case and related rights offering;
•AngioDynamics in its acquisitions of Navilyst and Vortex Medical;
•Triarco in its acquisition by Innophos Holdings;
•JPMorgan in the Station Casinos chapter 11 reorganization case;
•Whippoorwill in the Trailer Bridge chapter 11 reorganization case;
•JPMorgan in the Centro Properties restructuring;
•Bear Stearns in its acquisition by JPMorgan Chase;
•Icahn Global Enterprises as secured lender in the Blockbuster chapter 11 reorganization case;
•Xerium in its chapter 11 reorganization case;
•Metals USA in its acquisition of Richardson Trident;
•Bay Harbour Management in its acquisition of Steve & Barry's stores pursuant to Bankruptcy Code section 363;
•The Official Committee of Unsecured Creditors in the Heartland Automotive and Truvo USA chapter 11 reorganization cases;
•The purchaser of Island One, Inc. following its chapter 11 reorganization case;
•Celanese in the sale of its polyvinyl alcohol business to Sekisui Chemical;
•Xstrata in the sale of its aluminum business to Apollo Management; and
•St. Vincent's Catholic Medical Centers in its chapter 11 reorganization case.

News & Resources


News Releases

Cadwalader Recognized with Two Awards at The 7th Annual Americas M&A Atlas Awards Nov 04, 2015

Recent Press

The End Is In Sight For REIT Spinoffs Dec 16, 2015


Cadwalader Attorneys Recognized in 2015 New York Super Lawyers and Rising Stars Lists Sep 17, 2015


Clients & Friends Memos

M&A Update: Treasury Announces Second Anti-Inversion Notice Nov 20, 2015


Big A, Little C: Baby Steps Toward Modernizing Reorganizations Jun 18, 2015


PLI's Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2015 Nov 09, 2015


Hon. Robert P. Ruwe
U.S. Tax Court
Hon. Richard F. Suhrheinrich
U.S. Court of Appeals, 6th Circuit


Documents by this lawyer on

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Treasury Announces Second Anti-Inversion Notice
Christopher T. Cox,Richard M. Nugent,Linda Z. Swartz,Edward S. Wei, November 30, 2015
On November 19, 2015, Treasury issued Notice 2015-79 (the “Notice”), which announces Treasury’s intent to issue regulations reducing the tax benefits available to inverted groups and making it more difficult for some U.S. companies to invert. The Notice, which includes rules...

IRS Mulls Change to Spinoff Rules
William P. Mills,Richard M. Nugent,Linda Z. Swartz, June 10, 2015
In a statement that would mark a stark change in approach, an IRS official recently indicated that the IRS may begin requiring that companies seeking to effect tax-free spinoffs conduct active businesses that represent a minimum percentage of the companies’ assets. The official noted that the...

M&A Update: Market Pressures, Favorable Law Spur REIT Conversions and Spinoffs
William P. Mills,Richard M. Nugent, March 26, 2015
Urged on by activists and institutional shareholders, a large number of companies with real estate holdings pursued real estate investment trust (REIT) conversions or spinoffs in 2014. At least half a dozen companies completed REIT transactions last year, including cell tower company Crown Castle...
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Office Information

Richard M. Nugent

New YorkNY 10281-0006


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