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.


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


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
Darden Receives Letter Ruling Confirming Tax-Free REIT Spinoff Nov 10, 2015

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


Clients & Friends Memos
M&A Update: IRS Mulls Change to Spinoff Rules May 27, 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


Documents by this lawyer on

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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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