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REPRESENTATIVE EXPERIENCE

Corporate Tax

Represented a state bankers' association in the development of legislation for modernizing the PA Bank Shares Tax, the Older Adult Protective Services Act, the Mechanics Lien Law, the Contractor and Subcontractor Payment Act, the Power of Attorney Law, the Motor Vehicle Sales Finance Act, the PA Unclaimed Property Act, the Sales and Use Tax Law and the Department of Banking and Securities Act, and developing a new PA Vacant and Abandoned Property Foreclosure Act.

Advising CalPERS (the largest public pension fund in the U.S.) along with consortium partners Queensland Investment Corporation (QIC), Australia's Future Fund, OMERS pension fund, and Global Infrastructure Partners in the successful bid to acquire a 50-year lease of the Port of Melbourne. This was a strategic investment for CalPERS and its first investment in Australian infrastructure.

Advised First Data Corporation a global payment technology solutions company, on the $83 million sale of its wholly owned subsidiaries in Lithuania, Latvia, Estonia to Worldline, a European leader in the payments and transactional services industry.

Advised an institutional asset manager on the structuring of an investment by a US fund manager into a number of Australian farming properties. K&L Gates was involved in structuring the investment to ensure Foreign Investment Review Board approval was granted, and that the structure was tax efficient, and in particular ensuring that concessions for offshore pension plans, and tax concessions for offshore investors under the managed investment trust regime, were obtained. Tax and GST treatment of ongoing operations, duty implications on direct and indirect land acquisitions, and creating flexibility for potential divestment in the future, were all advised on.  

Represented a state chartered non-depository trust company seeking to exercise “parity” authority to operate a short term investment fund under OCC requirements rather than state regulatory requirements.

Advised an Irish leasing company on the purchase and lease of aircraft, and leases to a number of international airlines, including those based in the United States, the UAE, Asia, and Europe.

Represented a private equity fund to acquire a 57 unit apartment complex in one line for a club of high net worth investors.  Assisted on all aspects of the transaction, including tax, real estate and financing.

Act on retainer for one of Australia's largest retirement village operators.  Advising on all the indirect tax aspects of their business, including in respect of material acquisitions and new developments.

Represented a U.S. Section 501(c)(3) exempt organization in connection with obtaining IRS private letter ruling in major restructuring of U.S. and international activities.

Advised a US based nuclear power company, the global leader in nuclear technology, fuels and services, in the sale of WEC to Brookfield Business Partners L.P. (NYSE:BBU) (TSX:BBU.UN). The previous owner was Toshiba Corporation. In connection with the deal WEC emerged from Chapter 11 as a reorganised company. The K&L Gates team assisted WEC on all Italian law aspects related to WEC’s Italian subsidiary, Mangiarotti S.p.A. and advised also the board of directors of Mangiarotti in the context of the above mentioned transaction in connection with complex corporate governance matters and the recapitalisation of Mangiarotti. The tax department played a key role in advising the clients in respect of complex Italian tax issues resulting from the transactions implemented in the context of the above mentioned procedure

Advised a sovereign wealth fund with the restructuring of its joint venture arrangement with a UK company. This involved implementing a tax efficient structure so that the underlying interests in undeveloped UK land could be split into two separate parcels of land and under two separate holding vehicles. This was to enable ease for future financing arrangements and cleaner exit strategies. 

Represented depository institutions in complex sales and use tax audit, bank shares tax and realty transfer tax appeals.

Represented a consumer products company, a pharmaceutical company, and a petroleum by-products manufacturer in obtaining state and local economic development grants, loans and tax abatements.

Represented high net worth individuals in personal income tax appeals involving pass-through income, residency issues, carry-interest and capital gains generated by the sale of partnership interests in improved property.

Represented a billboard advertising company in the successful challenge to the assessment of billboards as real property for tax purposes pursuant to a countywide property reassessment.

Assisted the Real Estate investment Fund “Laurus” managed by DeA Capital Real Estate SGR in the acquisition of a large office property in Rome from CACEIS Bank SA - German branch and in the subsequent financing of the transaction by an Italian securitization company established under law 130/1999. This represents an innovative and one of the first lending transactions in Italy carried out by an Italian securitization vehicle after a change of the securitization law. Both the acquisition and the financing implied the analysis of complex Italian tax matters, which had also to be addressed in the contractual arrangements between the parties. 

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