Linda Z. Swartz

Linda Z. Swartz: Attorney with Cadwalader, Wickersham & Taft LLP

Biography

Linda Swartz, the Chair of Cadwalader's Tax Group and a member of the firm's Management Committee, 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. She has been described by Chambers USA as “acclaimed for her vast reservoir of practical knowledge of the U.S. tax code” and “an expert on the law of today but cognizant of where the law might go in the future, allowing clients to make decisions which last for the next ten years.” She was recently recognized as “2017 Foreign Tax Planning Lawyer of the Year” by Finance Monthly, and Dow Jones, reporting on Procter & Gamble's Reverse Morris Trust transaction with Coty, noted that “it isn't often you see a tax adviser credited on a deal, but that's exactly what happened for Cadwalader, Wickersham & Taft in P&G's complicated $12.5 billion unloading of its beauty business to Coty.” Additional recognition includes:
•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
•Lawyers Worldwide Awards Magazine - Innovative Lawyers 2017
•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 2015
•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

•Executive Committee Member, New York State Bar Association Tax Section
•Former Chair, Tax-Free Reorganizations, Corporations 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:
•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.
•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 Corporation, 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 acquisitions of Acclaris and 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 Recognized by Finance Monthly as Foreign Tax Planning Firm of the Year - USA

Apr 24, 2017

Recent Press

• A Breakdown of Trump's Tax Reform Plan

Apr 27, 2017

Recognition

• Cadwalader Recognized by Finance Monthly as Foreign Tax Planning Firm of the Year - USA

Apr 24, 2017

RESOURCES

Clients & Friends Memos

• Prospects for U.S. Tax Reform Under President Trump

Jan 27, 2017

Articles

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

Jun 25, 2015

Events

• PLI's 18th Annual Real Estate Tax Forum

Feb 04, 2016

V2N1 Mar 26, 2014

Areas of Practice (7)

  • Corporate Taxation
  • Executive Compensation & Benefits
  • Executive Compensation
  • Benefits & ERISA
  • Mergers & Acquisitions Taxation
  • Restructurings & Bankruptcies Taxation
  • Tax

Education & Credentials

Contact Information:
212 504 6062  Phone
212 504 6666  Fax
www.cadwalader.com
University Attended:
Bucknell University, B.A., magna cum laude, Phi Beta Kappa 1984
Law School Attended:
University of Pennsylvania Law School, J.D., 1987
Year of First admission:
1988
Admission:
1988, 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

ISLN:
903292724

Peer Reviews

  • 5.0/5.0
  • A Martindale-Hubbell Peer Rating reflects a combination of achieving a Very High General Ethical Standards rating and a Legal Ability numerical rating.

*Peer Reviews provided before April 15, 2008 are not displayed.

Client Reviews

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