Ed routinely provides tax planning advice for multinational companies within and outside the affiliated group context and advises on structuring partnership and limited liability company formations (including publicly traded partnerships), joint ventures and real estate funds. He also advises debtors and creditors in troubled companies, both within and outside of bankruptcy, and in structuring the tax aspects of financial instruments, derivatives and other capital market transactions. In addition, Ed has experience with various employee benefits and executive compensation issues arising in mergers and acquisitions.
A frequent public speaker at the New York City Bar Association and other venues on a wide variety of tax topics, Ed has spoken on inversion transactions, recourse and nonrecourse debt for partnerships, and mergers and acquisitions of pass-through entities.
Ed received a J.D., cum laude, from Harvard Law School, an LL.M from the University of Cambridge (Jesus College) and a B.A., summa cum laude and Phi Beta Kappa, from Columbia University. He is admitted to practice in the State of New York.
•Procter & Gamble Co. in the split-off and tax-free merger of its Specialty Beauty business with Coty Inc. in a Reverse Morris Trust transaction.
•Salix Pharmaceuticals, Ltd. in its $15.6 billion acquisition by Valeant Pharmaceuticals International, Inc.
•The Medicines Company in its agreement to divest three of its marketed cardiovascular products and related assets to Chiesi Farmaceutici S.p.A., for up to $792 million.
•Procter & Gamble Co. in the tax-free exchange of its Duracell business for P&G shares held by Berkshire Hathaway.
•Salix Pharmaceuticals in its terminated combination with a subsidiary of Cosmo Technologies.
•Acorda Therapeutics in its acquisition of Civitas Therapeutics.
•elan Pharmaceuticals in its tax-free distribution of its stock of Prothena.
•Vertis Holdings in connection with its section 363 sale to Quad/Graphics.
•Procter & Gamble Co. in its proposed tax-free distribution and acquisition of its snack business by Diamond Foods Inc.
•Dell's financial advisor in connection with Dell's $24.9 billion acquisition by Michael Dell and Silver Lake Partners.
•Quest Software Chairman and CEO Vincent Smith in the $2.4 billion sale of Quest Software to Dell.
•AngioDynamics in its acquisition of Navilyst Medical.
•Towers Watson in its acquisition of Extend Health.
•Dayton Power and Light in its $4.6 billion sale to AES Corporation.
•The Informal Bondholder Group in the prepackaged case of Homer City Funding LLC.
•The management team of Medpace Holdings, Inc. in connection with its leveraged recapitalization sponsored by Cinven.
•BankUnited, Inc. in its pending acquisition of the Small Business Finance Unit of Certus's Small Business Finance Unit.
•Cigna Corporation in a variety of transactional matters, including its acquisition of QualCare Alliance Networks and Sterling Insurance Company.
•Symplicity Corporation in its sale to an affiliate of H.I.G. Capital.
•Safe Bulkers, Inc., an Athens-based dry bulk shipping company, in its securities offerings.
•Seacoast Banking Corporation of Florida on its definitive agreement to acquire Floridian Financial Group Inc.
•Seacoast Banking Corporation of Florida on its definitive agreement to acquire GulfShore Bancshares Inc.
•Community Bank System, Inc. in its definitive agreement to acquire Merchants Bancshares, Inc.
•Community Bank System, Inc. in its definitive agreement to acquire Northeast Retirement Services, Inc.
•The Medicines Company in connection with the public offering of $402.5 million of convertible senior notes, due 2023.
•Embarq in its $11.6 billion merger with CenturyTel.
•Magnesita Refratarios in its acquisition of LWB Refractories.
•Royal KPN in its cash tender offer for iBasis.
•Nuvox in its acquisition by Windstream.
•Cincinnati Bell in its acquisition of CyrusOne.
•Bristol-Myers Squibb in its sale of its medical imaging unit to Avista Capital.
•Manor Care in its $6.3 billion acquisition by The Carlyle Group.
•Mylan Inc. in its acquisition of Bioniche Pharma Holdings Limited.
•Universal Health Services Inc. in its $3.1 billion acquisition of Psychiatric Solutions Inc.
•Weyerhaeuser Company in its distribution and acquisition of its fine paper business by Domtar Inc. in a “Reverse Morris Trust” transaction.
•Applebee in its $2.1 billion sale to IHOP.
•OSG America L.P. in its initial public offering as a master limited partnership.
•Time Warner in its distribution of the Atlanta Braves, Leisure Arts and cash to Liberty Media.
•Underwriters in Freescale Semiconductor's offering of $5.95 billion in toggle and non-toggle notes.
•ATP Oil & Gas in its offering of convertible preferred stock.
•Various matters relating to Ashford Hospitality Prime, a real estate investment trust (REIT).
•Various issuers in the issuance and restructuring of call-spread convertibles.
•Private foreign investors in the acquisition of U.S. commercial and residential real property, including 100 East 53rd Street, New York and 125 Greenwich Street, New York.
News & Resources
• Cadwalader Recognized by Finance Monthly as Foreign Tax Planning Firm of the Year - USA
Apr 24, 2017
Clients & Friends Memos
• Prospects for U.S. Tax Reform Under President Trump
Jan 27, 2017
• Taxation of Pass-Through Entities at the Owner Level
May 05, 2015