In 2021, the Corporate Transparency Act (the “CTA”) was enacted into U.S. federal law as part of a multi‑national effort to rein in the use of entities to mask illegal activity. The CTA directs the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) to propose rules requiring certain types of entities to file a report identifying each entity’s beneficial owners as well as the natural persons who formed the entity, unless an exemption applies. FinCEN issued the final rule on Beneficial Ownership Information Reporting Requirements (the “Reporting Rule”) on September 29, 2022. The Reporting Rule becomes effective on January 1, 2024. Entities existing in 2023 will have until January 1, 2025 to file or determine whether an exemption applies; entities created in 2024 will have 90 days; and entities created thereafter will have 30 days.

The Reporting Rule requires certain entities (both U.S. and non‑U.S.) to submit a “beneficial ownership information” report (“BOI”) to FinCEN and to regularly update that BOI (the “Reporting Requirement”). Any corporation, limited liability company (“LLC”), or other entity created by the filing of a document with a Secretary of State or any similar office under the law of a U.S. State or tribal authority (such as a statutory trust) is required to comply with the Reporting Rule. Any corporation, LLC, or other entity that is formed under the laws of a foreign country and is registered to do business in any U.S. State or tribal jurisdiction is also subject to the Reporting Rule. The Reporting Rule does not require a BOI for sole proprietorships, general partnerships, non-statutory trusts, or other entities created by agreement (and not by a filing).

The Reporting Rule lists 23 types of entities that are exempt from the Reporting Requirement (each, an “Exempt Entity”). This includes, among other categories of entities, “large operating companies.” For a summary of other types of Exempt Entities and other information about the CTA outside the scope of this alert, see here.

An entity qualifies as a “large operating company” if it satisfies each of the following three criteria:

  1. Number of Full-Time Employees (the “Employee Test”). A large operating company must employ “more than 20 full-time employees in the United States.” In general, an employee is considered full-time if such individual provides at least 30 hours per week or 130 hours per calendar month of services to the entity. Notably, employee headcounts must be determined on an entity-by-entity basis. There is no ability to consolidate employee headcounts across multiple affiliated entities, even in the case of sister entities, members of a consolidated group or where an entity is wholly owned.
  2. Operating Presence in the U.S. (the “Physical Presence Test”). A large operating company must have an “operating presence at a physical office within the United States.” In order to satisfy this criterion, the entity must regularly conduct its business at a physical location in the United States that the entity owns or leases and that is physically distinct from the place of business of any other unaffiliated entity. The entity must own or lease its own space — merely operating out of an affiliate’s space is not sufficient, although presumably this could be addressed through a written leasing or sub-leasing agreement.
  3. Tax Returns demonstrating more than $5,000,000 in gross receipts or sales (the “Gross Income Test”). A large operating company must have filed a Federal income tax or information return in the United States for the previous year demonstrating more than $5,000,000 in gross receipts or sales (net of returns and allowances) on the entity’s IRS Form 1120, consolidated IRS Form 1120, IRS Form 1120-S, IRS Form 1065 or other applicable IRS form, excluding gross receipts or sales from sources outside the United States, as determined under U.S. Federal income tax principles. A consolidated group that files a single consolidated tax return may aggregate its gross income for purposes of meeting the Gross Income Test. It is well established for U.S. federal income tax purposes that the gross income of an entity includes income earned through an entity that is disregarded for U.S. federal income tax purposes (typically, a single-member LLC that has not made an election to be taxed as a corporation). Although a disregarded entity’s income is included on its parent’s U.S. federal income tax return, the disregarded entity itself does not file a U.S. federal income tax return and cannot be part of a consolidated tax filing group for U.S. federal income tax purposes.

An entity is also exempt from the Reporting Requirement if its ownership interests are controlled or wholly owned, directly or indirectly, by certain categories of Exempt Entities, including large operating companies (the “Subsidiary Exemption”). Once a parent entity qualifies as an Exempt Entity by reason of the large operating company exemption, its wholly owned subsidiaries (whether or not corporate entities) generally should also be exempt from the Reporting Requirement under the Subsidiary Exemption. For non-wholly owned entities, the analysis of the Subsidiary Exemption is more complex, as it hinges on whether the equity interests of the entity are directly or indirectly “controlled” by an Exempt Entity, and neither the CTA nor the Reporting Rule provide a clear definition of “control.”

A cursory read of the large operating company exemption suggests an intention to provide a broad exemption from the Reporting Requirement for larger companies. Indeed, FinCEN’s preamble to the Reporting Rule articulates the assumption “that all entities estimated to be reporting companies are small.” However, businesses that organize their operations through multiple entities must consider the intricacies of the large operating company exemption and the Subsidiary Exemption to confirm each entity’s eligibility for exemption from the Reporting Requirement.

The following hypothetical examples demonstrate some of the considerations and limitations in applying the large operating company exemption, and the potential counterintuitive outcomes that could result from a strict application of the Gross Income Test and the Employee Test. Assume in each case that all employees are full-time employees and U.S.-based, all gross receipts are earned from sources within the United States, the Physical Presence Test is met and the referenced entities do not qualify as Exempt Entities under any exemptions other than those directly addressed.

Examples

As discussed above, the Gross Income Test should include income earned by a taxpayer through any disregarded entities (most commonly, single-member LLCs that have not made an election to be taxed as a corporation). Wholly owned subsidiaries of Exempt Entity that qualify for the large operating company exemption should qualify for the Subsidiary Exemption.  

Example 1.

A corporation (“Parent Corporation”) with 21 employees and minimal gross income of its own runs its business through (i) three wholly owned disregarded entities that each earn an annual $2 million of gross income and (ii) a partially owned U.S. corporate subsidiary with 15 employees that earns an annual $3 million of gross income. The Parent Corporation should qualify as an Exempt Entity under the large operating company exemption for having $6 million of qualifying gross income and over 20 employees. Each of the three wholly owned disregarded entities should also not be subject to the Reporting Requirement under the Subsidiary Exemption. The employee count of the corporate subsidiary would not be counted for purposes of the Parent Corporation’s meeting the Employee Test, irrespective of whether the Parent Corporation and the corporate subsidiary were part of a consolidated group that filed a single tax return. For purposes of the Gross Income Test, the corporate subsidiary’s gross receipts and income could be aggregated with that of the Parent Corporation only if the entities were part of a consolidated group filing a single tax return. In order for a corporate subsidiary to file a consolidated U.S. federal income tax return with Parent Corporation, Parent Corporation would need to own at least 80 percent of the vote and value of the corporate subsidiary and choose to file a consolidated return. Whether or not the Corporate Subsidiary qualifies under the Subsidiary Exemption would depend on whether its equity interests are directly or indirectly “controlled” by one or more Exempt Entities.

The result described above generally would be the same if the Parent Corporation were a partnership for U.S. federal income tax purposes (such as a multi-member LLC that has not made an election to be taxed as a corporation for U.S. federal income tax purposes), except that since a partnership cannot file a consolidated return, there is no circumstance in which such a parent partnership would be able to consolidate its gross income with that of its corporate subsidiary for U.S. federal income tax purposes.

Example 2.

Parent Corporation has no employees and minimal gross income of its own. It runs its business through (i) three disregarded entities that each earns an annual $20 million of gross income and employs 30 employees, and (ii) a wholly owned U.S. corporate subsidiary with 15 employees that earns an annual $30 million dollars of gross income. The Parent Corporation would fail to meet the Employee Test and would not qualify for exemption as a large operating company, despite the overall business having a larger amount of gross income and number of employees than in Example 1. The disregarded entities and the corporate subsidiary each would not qualify for the large operating company exemption. Despite each meeting the Employee Test, the disregarded entities do not file a tax return of their own (and cannot be part of a consolidated group of corporations), and so presumably are unable to ever satisfy the Gross Income Test. The corporate subsidiary would fail to meet the Employee Test, as it cannot aggregate its employee count with that of Parent Corporation. Neither the disregarded entities nor the corporate subsidiary would qualify for the Subsidiary Exemption.

A potential solution to address the issues raised in Example 2 would be to restructure the employment arrangement such that the Parent Corporation directly employs enough personnel to comfortably meet the Employee Test. This would result in an outcome more closely aligned with Example 1 (except that here the corporate subsidiary would be wholly owned and so would clearly qualify for the Subsidiary Exemption once the parent entity qualified for the large operating company exemption).

Example 1 relies in part on the Subsidiary Exemption in concluding that the disregarded entities in the structure are not subject to the Reporting Requirement. However, there is no equivalent upward attribution for a holding company of an Exempt Entity. This gap was directly addressed in the preamble to the Reporting Rule, in which FinCEN declined to add an additional exemption for holding companies because no such exemption was included in the CTA.

Example 3

A multi-member LLC that is treated as a partnership for U.S. federal income tax purposes (“Parent Partnership”) with $1 million of annual gross income and no employees wholly owns four corporate subsidiaries that each has (i) 30 employees and (ii) annual gross income of $6 million. A partnership is unable to file a consolidated tax return. While each corporate subsidiary would qualify as an Exempt Entity under the large operating company exemption, Parent Partnership would not be exempt and would be subject to the Reporting Requirement.

Holding company structures are common, and the lack of an upward attribution exemption that mirrors the Subsidiary Exemption may prove difficult to overcome. As in Example 2, the parent company in Example 3 would either need to otherwise qualify as an Exempt Entity or would need to restructure in order to qualify for the large operating company exemption (or another exemption). For example, Parent Partnership might restructure to ensure that it has enough employees of its own to meet the Employee Test. Parent Partnership would also need to find a way to satisfy the Gross Income Test, such as by restructuring investments to earn its own gross income or increasing dividend distributions from the corporate subsidiaries (but see the ambiguity discussed below regarding investment income). Alternatively, Parent Partnership could make an election to be taxed as a corporation and file a consolidated tax return together with its subsidiaries, although this solution would not be workable where the subsidiaries are not wholly (or at least 80%) owned (and would not, on its own, address the failure to meet the Employee Test). Each of these solutions presents numerous other tax, legal and business considerations.

Example 1 addresses a situation in which a parent entity is able to qualify for the Gross Income Test by taking into account income earned through subsidiaries that are disregarded entities. In Example 1, the income earned by Parent Corporation presumably would be reported on Line 1 of the Parent Corporation’s U.S. federal income tax return. Line 1 of both a corporate and partnership tax return covers “gross receipts or sales” of the taxpayer, including income earned through a disregarded entity. As such, income included in Line 1 of a tax return is undoubtedly qualifying gross income for purposes of satisfying the Gross Income Test. However, both a partnership and a corporation are instructed to include certain types of gross income and receipts on lines other than Line 1.

Further, there are several reasons to conclude that the Gross Income Test should not be limited to what a taxpayer reports on Line 1 as gross receipts and income.

  • First, the instructions for tax returns for both a corporation and a partnership clearly imply that certain gross receipts or sales from business operations are reported on a line other than Line 1. IRS Form 1120, the tax return for a corporation, states “Enter on line 1a gross receipts or sales from all business operations, except for amounts that must be reported on lines 4 through 10,” while the instructions for IRS Form 1065, the tax return for a partnership, states “Enter on line 1a gross receipts or sales from all trade or business operations, except for amounts that must be reported on lines 4 through 7.”
  • Second, the Internal Revenue Code of 1986, as amended (the “Code”) has references in certain sections to a gross receipts or income test that seem to contemplate all sources of gross income. For example, Section 488 of the Code, which relates to a “small business exemption” in a different context also includes a gross receipts or income test as part of its qualification requirements. In that case, temporary Treasury regulations[1] addressing the scope of gross receipts or income provide that gross receipts include total sales, all amounts received for services, income from investments and from incidental or outside sources, including interest, original issue discount, tax-exempt interest, dividends, rents, royalties and annuities, regardless of whether such amounts are derived in the ordinary course of the taxpayer’s trade or business. Some of these qualifying items are likely to be reported outside of Line 1, but nevertheless are treated as qualifying gross income.
  • Third, the CTA’s version of the Gross Income Test, whose text differs slightly from the wording of the test in the Reporting Rule, states that gross receipts or sales include that of “other entities owned by the entity” as well as “other entities through which the entity operates.” Although it is unclear why this exact language was not adopted in the Reporting Rule, there appears to be a congressional intent to include gross income and receipts earned through investment in other entities when calculating whether the Gross Income Test is met.
  • Fourth, the IRS tax return forms for certain entities, such as REITs, which report on an IRS Form 1120-REIT, do not include any line item on which to explicitly report gross receipts or sales (instead, Line 1 is for reporting “dividends”), which would mean a narrow reading of “gross receipts or sales” would de facto exclude REITs from ever qualifying for the large company exemption, despite no clear intent for that result.

Nevertheless, while it is possible to conclude that other line items of a tax return could also be considered qualifying income for purposes of the Gross Income Test, the Reporting Rule does not explicitly endorse this conclusion. This leaves open some question as to what items of income that a taxpayer reports on a line item that is not specifically titled as gross receipts or sales can properly be included to satisfy the Gross Income Test. Without further clarification from FinCEN, companies are left to grapple with this ambiguity in the application of the Reporting Rule to their particular organizational structures.

If FinCEN were to interpret the Gross Income Test to be satisfied only by what a taxpayer reports on Line 1, many large companies that would have otherwise expected to be exempt from the Reporting Requirement on account of the large operating company exemption may fail to so qualify solely on account of the structure of their investments.

Example 4

Parent Partnership has 30 employees, and its sole source of income is a $40 million annual allocation from an investment in a multi-member LLC (the other members are unrelated third parties) that is a partnership for U.S. federal income tax purposes (the “Joint Venture”). Parent Partnership reports its income allocations from the Joint Venture on Line 4 of its IRS Form 1065 Partnership Tax Return. If qualifying income for purposes of the Gross Income Test were limited to what a taxpayer reports on Line 1 receipts on its tax return, then Parent Partnership would not qualify as a large operating company due to failing to meet the Gross Income Test.

If the more limited interpretation of the Gross Income Test were to apply, Parent Partnership would not be eligible for the large operating company exemption unless it could find a way to meet the Gross Income Test, potentially by restructuring investments directly into the underlying assets of Joint Venture, which may not be commercially possible and would certainly present numerous other tax, legal and business considerations.

Similarly, the lack of clarity as to what types of income constitute gross receipts and sales income will have a particular impact on entities that primarily earn income that may be reported on line items not titled as gross receipts or sales, such as certain rental income, interest income or farm income or for entities whose tax returns do not include a line item for gross receipts or sales.

Example 5

A private real estate investment trust (“Private REIT”) has 30 employees and reports $4 million of income annually on Line 2 (interest) and $4 million of income annually on Line 3 (gross rents) of its IRS form 1120-REIT tax return. In order to qualify for the large company exemption, Private REIT would need to be able to include both its interest income and its gross rental income for purposes of satisfying the Gross Income Test. Additionally, larger REITs often set up complex structures, and each entity in the structure would need to be analyzed individually to determine whether it qualifies as an Exempt Entity. Any wholly owned subsidiary of Private REIT, such as a taxable REIT subsidiary, should qualify under the Subsidiary Exemption if Private REIT qualifies as a large operating company. However, the conclusion is less clear for a structure that employs “baby REITs” (generally, where each individual property is owned by a separate REIT subsidiary). Because each such “baby REIT” is required to meet the REIT requirement of at least 100 shareholders, these structures will often have a class of non-voting preferred stock owned by at least 125 preferred shareholders. Given the ambiguities of the Subsidiary Exemption, as discussed above, there is some question as to whether these baby REITs would be able to qualify for the Subsidiary Exemption. Similar questions may arise for other common REIT structure entities, such as an operating partnership subsidiary.

The above example relates only to a private REIT — a public REIT should be able to qualify for exemption as a “securities reporting issuer.”

The above examples show that the application of the tests for the large operating company exemption to complex structures requires a nuanced and tax-driven analysis. As companies and their advisors navigate the complexities of the Reporting Rule, they must carefully assess their structures to determine whether they qualify for the exemptions to the Reporting Requirement, weighing not only regulatory requirements but also broader tax, legal and business implications to ensure a comprehensive and effective approach.


[1] Temp. Regs. Sec. 1.448-1T(f)(2).

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Photo of Andrew Bettwy Andrew Bettwy

Andrew Bettwy is a partner in the Corporate Department and co-head of the Finance Group. His principal focus is the representation of financial institutions, private equity sponsors, and public and privately held companies in leveraged finance and other financing transactions. Andrew represents both…

Andrew Bettwy is a partner in the Corporate Department and co-head of the Finance Group. His principal focus is the representation of financial institutions, private equity sponsors, and public and privately held companies in leveraged finance and other financing transactions. Andrew represents both lenders and borrowers in a wide range of transactions involving multiple industries and diverse debt capital structures, including acquisition financings, recapitalizations, multiple lien and subordinated debt financings, debtor-in-possession and exit financings, and private placements.

Andrew has represented several leading financial institutions while at Proskauer, including Bank of America, Citibank, CoBank, Credit Suisse, Imperial Capital, Jefferies Finance and Lazard Capital Markets.

Andrew is co-chair of Proskauer’s CARES Act Team and a part of the Firm’s cross-disciplinary, cross-jurisdictional Coronavirus Taskforce helping to shape the guidance and next steps for clients impacted by the pandemic.

Photo of Richard M. Corn Richard M. Corn

Richard M. Corn is a partner in the Tax Department. He focuses his practice on corporate tax structuring and planning for a wide variety of transactions, including:

  • mergers and acquisitions
  • cross-border transactions
  • joint ventures
  • structured financings
  • debt and equity issuances
  • restructurings
  • bankruptcy-related transactions

Richard M. Corn is a partner in the Tax Department. He focuses his practice on corporate tax structuring and planning for a wide variety of transactions, including:

  • mergers and acquisitions
  • cross-border transactions
  • joint ventures
  • structured financings
  • debt and equity issuances
  • restructurings
  • bankruptcy-related transactions

Richard advises both U.S. and international clients, including multinational financial institutions, private equity funds, hedge funds, asset managers and joint ventures. He has particular experience in the financial services and sports sectors. He also works with individuals and tax-exempt and not-for-profit organizations on their tax matters.

Richard began his career as a clerk for the U.S. Court of Appeals for the Fourth Circuit Judge J. Michael Luttig and then went on to clerk at the U.S. Supreme Court for Associate Justice Clarence Thomas. Prior to joining Proskauer, he most recently practiced at Sullivan & Cromwell as well as Wachtell, Lipton, Rosen and Katz.

Photo of Martin T. Hamilton Martin T. Hamilton

Martin T. Hamilton is a partner in the Tax Department. He primarily handles U.S. corporate, partnership and international tax matters.

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Martin’s practice focuses on mergers and acquisitions, cross-border investments and structured financing arrangements, as well as tax-efficient corporate financing techniques and the tax treatment of complex financial products. He has experience with public and private cross-border mergers, acquisitions, offerings and financings, and has advised both U.S. and international clients, including private equity funds, commercial and investment banks, insurance companies and multinational industrials, on the U.S. tax impact of these global transactions.

In addition, Martin has worked on transactions in the financial services, technology, insurance, real estate, health care, energy, natural resources and industrial sectors, and these transactions have involved inbound and outbound investment throughout Europe and North America, as well as major markets in East and South Asia, South America and Australia.

Photo of Stephanie Heilborn Stephanie Heilborn

Stephanie Heilborn is a partner in the Private Client Services Department and leads the International Private Client Services group.

Stephanie counsels some of the world’s wealthiest families and largest financial institutions in the implementation of complex tax-planning strategies, international estate planning and trust…

Stephanie Heilborn is a partner in the Private Client Services Department and leads the International Private Client Services group.

Stephanie counsels some of the world’s wealthiest families and largest financial institutions in the implementation of complex tax-planning strategies, international estate planning and trust administration as well as fiduciary litigation. She assists in the formation and provision of corporate tax advice to private foundations and other tax-exempt organizations. She also has experience in forming and advising domestic and international family offices regarding estate and tax planning.

Stephanie frequently lectures and writes on estate-planning topics and has been quoted by The New York Times and Forbes. She has served as an Adjunct Associate Professor of Law at Brooklyn Law School.

Photo of Jeffrey A. Horwitz Jeffrey A. Horwitz

Jeffrey A. Horwitz is a partner in Proskauer’s Corporate Department where he co-heads our Private Equity Real Estate practice and runs our internationally recognized Hospitality, Gaming & Leisure Group. He also has served as co-head of Mergers & Acquisitions and as a member

Jeffrey A. Horwitz is a partner in Proskauer’s Corporate Department where he co-heads our Private Equity Real Estate practice and runs our internationally recognized Hospitality, Gaming & Leisure Group. He also has served as co-head of Mergers & Acquisitions and as a member of our Executive Committee. Jeff is a general corporate and securities lawyer with broad-based experience in mergers and acquisitions, cross-border transactions, and long-term joint ventures. He is regularly engaged to advise boards, management teams and investors on strategic matters, from litigation to personnel to transactions. Jeff is also the head of the Firm’s cross-disciplinary, cross-jurisdictional Coronavirus Taskforce helping to shape the guidance and next steps for clients impacted by the pandemic.

Jeff counsels clients on the full range of their activities, from seed capital to public offerings, acquisitions and operational matters, often acting as outside general counsel. He represents major financial institutions, sovereign wealth funds, private equity and family offices in sophisticated financial and other transactions. He represented Merrill Lynch Global Private Equity in connection with its equity participation in the $33 billion acquisition of HCA in what was then the largest LBO ever. He has handled deals aggregating nearly $200 billion in value, including tender offers, “going-private” transactions, IPOs, restructuring and structured finance transactions, and mergers and acquisitions in industries as diverse as biotechnology and aerospace, retail and cable television, and education and scrap metal. He regularly handles transactions outside the U.S., including Europe, the Middle East, Asia, Latin America, Australia, South Africa and India.

Leading our Private Equity Real Estate group, he works with a team of 75 lawyers from across the firm advising on complex transactions and disputes relating to real estate, and particularly hotels. Jeff has handled virtually every type of matter, and has worked with virtually every major player in these industries, including transactions for nearly 3,500 hotels comprising more than 275,000 rooms and involving more than $12 billion. His experience, both in and outside the U.S., extends to hotel and casino development and construction; portfolio and single-property acquisitions; sales and restructurings; financings; management; marketing; reservations systems; litigation counseling and strategic planning; and ancillary services. This breadth of work is key to executing complex and sophisticated transactions, such as the $2.9 billion acquisition of Fairmont Raffles by AccorHotels and its investments in Huazhu, Banyan Tree Hotels & Resorts, Brazil Hotel Group, sbe Entertainment and 21c Museum hotels, among others.

As a senior member of our Entertainment Group, Jeff represents The Broadway League (the national trade association for Broadway theatre), the Tony Awards®, and various other joint venture events and producers. In the media industry, Jeff has advised on the acquisition and sale of television, radio, newspaper and magazine properties, and the acquisition and sale of advertising, promotion and marketing agencies, and related joint ventures. He also advises rights holders, including our long-time clients The Leonard Bernstein Office and The Balanchine Trust. He leads our team representing TSG Entertainment in film-slate financing deals.

Jeff also frequently represents start-up and development-stage companies, as well as established “traditional” businesses, in online, Internet-related or technology businesses. He has handled organizational and structuring matters, venture capital and other equity placements, restructurings (from “down” rounds to recapitalizations to M&A solutions). He has both company-side and investor experience.

As a frequent speaker at real estate and hospitality events, Jeff regularly presents about hotel management agreements at The Hotel School at Cornell’s SC Johnson College of Business, NYU’s Jonathan M. Tisch Center of Hospitality, and on M&A and investment matters at lodging investment conferences around the world, including the NYU Hospitality Industry Investment Conference in New York, Americas Lodging Investment Summit in Los Angeles, the International Hotel Investment Forum in Berlin and the Hotel Investment Conference Asia-Pacific in Hong Kong.

Jeff is a member of the American Hotel & Lodging Association (AHLA) Hospitality Investment Roundtable, ULI (and its Hotel Development Council) and the Advisory Board of the Cornell Center for Real Estate and Finance and has served as a member of the Editorial Board of the Cornell Hotel and Restaurant Administration Quarterly and a member of the Advisory Board of the Cornell Center for Hospitality Research. He is a director of The New York Hospitality Council, Inc., a not-for-profit forum for hospitality industry leaders, and is a member of the Real Estate Capital Policy Advisory Committee of The Real Estate Roundtable. He also has served as a director of the America-Israel Chamber of Commerce, and as a member of the French-American Chamber of Commerce in the U.S. and the American Society of Corporate Secretaries. He was the Chairman of the Board of Labyrinth Theater Company and a director of The Jewish Community Center in Manhattan for more than 15 years, a member of the Executive Committee of the Lawyers’ Division of UJA-Federation for more than five years and an officer of the Henry Kaufmann Foundation for more than a dozen years. He currently serves as Chairman of the Board of The American Playwriting Foundation and Building for the Arts and is a member of the Board of Directors of StreetSquash and The George Balanchine Foundation. He also served as a Vice Chair of the Associates’ Campaign for The Legal Aid Society.

Jeff has been with the firm for his entire career and lives in Manhattan and Connecticut.

Photo of Amanda H. Nussbaum Amanda H. Nussbaum

Amanda H. Nussbaum is the chair of the Firm’s Tax Department as well as a member of the Private Funds Group. Her practice concentrates on planning for and the structuring of domestic and international private investment funds, including venture capital, buyout, real estate…

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Amanda has significant experience structuring taxable and tax-free mergers and acquisitions, real estate transactions and stock and debt offerings. She also counsels both sports teams and sports leagues with a broad range of tax issues.

In addition, Amanda advises not-for-profit clients on matters such as applying for and maintaining exemption from federal income tax, minimizing unrelated business taxable income, structuring joint ventures and partnerships with taxable entities and using exempt and for-profit subsidiaries.

Amanda has co-authored with Howard Lefkowitz and Steven Devaney the New York Limited Liability Company Forms and Practice Manual, which is published by Data Trace Publishing Co.

Photo of Seetha Ramachandran Seetha Ramachandran

Seetha Ramachandran is a partner in the Litigation Department, and a member of the White Collar and Asset Management Litigation practices. An experienced trial and appellate lawyer, Seetha has conducted 10 criminal jury trials, argued 10 appeals before the U.S. Court of Appeals…

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Seetha is a leading expert in anti-money laundering (AML), Bank Secrecy Act, economic sanctions and asset forfeiture matters. Her practice focuses on white collar and regulatory enforcement defense, internal investigations, and compliance counseling. She represents banks, broker dealers, hedge funds, private equity funds, online payment companies, and individual executives and officers in high stakes and sensitive matters. Seetha has deep experience representing institutions and individuals in financial penalty phase of criminal and regulatory matters, and is often retained to litigate forfeiture and restitution claims on behalf of victims and third parties in criminal cases, as well as handling these issues for individual defendants.

Seetha served as a federal prosecutor for nearly 10 years, including as Deputy Chief in the Asset Forfeiture and Money Laundering Section (AFMLS), Criminal Division, U.S. Department of Justice. She was the first head of DOJ’s Money Laundering & Bank Integrity Unit, where she supervised DOJ’s first major AML prosecutions, and oversaw all of the Criminal Division’s AML cases. In that role, Seetha coordinated closely with state and federal banking regulators, including FinCEN, the OCC and the New York State Department of Financial Services, giving her deep experience with how these agencies work together, especially in matters involving civil and criminal liability. Her work developing and charging criminal cases under the Bank Secrecy Act (BSA) formed the model for AML enforcement that regulators and prosecutors follow today.

Seetha also served as an Assistant U.S. Attorney for the Southern District of New York for nearly six years, in the Complex Frauds, Major Crimes and Asset Forfeiture units where she investigated and prosecuted white-collar cases involving a wide range of financial crimes, including bank fraud, mail and wire fraud, tax fraud, money laundering, stolen art and cultural property, and civil and criminal forfeiture cases.

Seetha is a frequent speaker and prolific author on topics including enforcement trends in the financial services industry, OFAC sanctions, effective AML programs and asset forfeiture.

Photo of Stuart Rosow Stuart Rosow

Stuart Rosow is a partner in the Tax Department and a leader of the transactional tax team. He concentrates on the taxation of complex business and investment transactions. His practice includes representation of publicly traded and privately held corporations, financial institutions, operating international…

Stuart Rosow is a partner in the Tax Department and a leader of the transactional tax team. He concentrates on the taxation of complex business and investment transactions. His practice includes representation of publicly traded and privately held corporations, financial institutions, operating international and domestic joint ventures, and investment partnerships, health care providers, charities and other tax-exempt entities and individuals.

For corporations, Stuart has been involved in both taxable and tax-free mergers and acquisitions. His contributions to the projects include not only structuring the overall transaction to ensure the parties’ desired tax results, but also planning for the operation of the business before and after the transaction to maximize the tax savings available. For financial institutions, Stuart has participated in structuring and negotiating loans and equity investments in a wide variety of domestic and international businesses. Often organized as joint ventures, these transactions offer tax opportunities and present pitfalls involving issues related to the nature of the financing, the use of derivations and cross-border complications. In addition, he has advised clients on real estate financing vehicles, including REITs and REMICs, and other structured finance products, including conduits and securitizations.

Stuart’s work on joint ventures and partnerships has involved the structuring and negotiating of a wide range of transactions, including deals in the health care field involving both taxable and tax-exempt entities and business combinations between U.S. and foreign companies. He has also advised financial institutions and buyout funds on a variety of investments in partnerships, including operating businesses, as well as office buildings and other real estate. In addition, Stuart has represented large partnerships, including publicly traded entities, on a variety of income tax matters, including insuring retention of tax status as a partnership; structuring public offerings; and the tax aspects of mergers and acquisitions among partnership entities.

Also actively involved in the health care field, Stuart has structured mergers, acquisitions and joint ventures for business corporations, including publicly traded hospital corporations, as well as tax-exempt entities. This work has led to further involvement with tax-exempt entities, both publicly supported entities and private foundations. A significant portion of the representation of these entities has involved representation before the Internal Revenue Service on tax audits and requests for private letter rulings and technical advice.

Stuart also provides regular advice to corporations, a number of families and individuals. This advice consists of helping to structure private tax-advantaged investments; tax planning; and representation before the Internal Revenue Service and local tax authorities on tax examinations.

A frequent lecturer at CLE programs, Stuart is also an adjunct faculty member of the Columbia Law School where he currently teaches Partnership Taxation.

Photo of Yuval Tal Yuval Tal

Yuval Tal is a partner in our Corporate Department where he co-heads our internationally recognized Hospitality, Gaming & Leisure Group. Yuval also heads our Asia practice. He is a general corporate and securities lawyer with diverse experience in cross-border mergers & acquisitions (public…

Yuval Tal is a partner in our Corporate Department where he co-heads our internationally recognized Hospitality, Gaming & Leisure Group. Yuval also heads our Asia practice. He is a general corporate and securities lawyer with diverse experience in cross-border mergers & acquisitions (public and private, debt and equity), long-term joint ventures, private equity real estate and corporate and real estate finance. He advises clients on the full range of their activities including any form of financing, operational matters and commercial transactions. He advises sponsors and funds on the structuring, execution, entering into, restructuring and exiting of investments.

Yuval has decades of experience representing clients on complex, first in kind transactions.  His strength is providing original, workable and practical solutions that get the deal done. Qualified in New York, Hong Kong and Israel, Yuval has negotiated transactions in six continents and has experience representing clients on cross border transactions, including inbound to or outbound from Asia. Yuval regularly works with clients in various industries including real estate, hospitality, entertainment, sports, financial services, technology and life sciences.

Yuval is co-chair of Proskauer’s CARES Act Team and was an active member of the Firm’s cross-disciplinary, cross-jurisdictional Coronavirus Taskforce which helped to shape business guidance for clients impacted by the pandemic.

As an international M&A lawyer, Yuval has many years of experience dealing with complicated, non-customary transactions involving parties from different countries, cultures and legal systems.  He has represented private equity, family offices, corporations and individuals in structuring, restructuring, managing and disposing of investments in Asia, Europe and the United States.  He is typically called upon to strategize and structure complex transactions that do not follow a prescribed form or pattern. Yuval’s experience enables him to forsee future issues and clients have commented on his “ability to think seven moves ahead of the competition”. Yuval is also well known for his ability to broker deals between opposing parties in order to get the deal done, irrespective of the legal, business or practical obstacles. His efforts have earned him recognition by Legal 500Chambers Asia Pacific and IFLR1000, where clients have referred to his “ability to play the honest broker to all parties involved, and to bridge the different cultures, legal systems and language barriers and to continually solve the unsolvable, is what allowed us to get this difficult deal done” and another stated “he was completely invested in the deal in a way lawyers seldom are, and his creativity and efforts allowed us to bridge considerable gaps between the parties and find common ground”.

As co-head of our Hospitality, Gaming & Leisure Group, Yuval has worked on virtually any kind of transaction, including mixed-use development and construction, acquisition and sale, restructuring and public offerings of real estate, hotel and casino companies. He has completed numerous high profile transactions involving the buying, selling and combining Asian and Western based hotel operating companies, including AccorHotels’ [EPA:AC]  US$2.9 billion acquisition of Fairmont, Raffles and Swissôtel brands, its acquisition of Tribe, Australia’s first integrated modular hotel brand, Accor’s long-term alliance with Huazhu Hotels Group (also known as China Lodging Group [Nasdaq: HTHT]) and its strategic partnership with Singapore-based Banyan Tree Holdings [SGX:B58]. He also advised Formosa International Hotels’ sale and resulting joint venture with Intercontinental Hotels Group with respect to the Regent brand.  Recent transactions include the formation of  Ennismore, a worldwide hospitality lifestyle platform which currently owns 14 brands and operates over 100 properties; and the sale of the Mexico-based Hoteles City Express brand to Marriott for $100 million.  His real estate and hospitality work has included transactions for brands and properties from China to India to the United States to Australia. He also has many years of experience with hotel licensing, franchising and management.

Yuval’s broader Private Equity Real Estate experience includes working on The Recording Academy’s (The Grammys) deal to develop Grammy Museums in China, a public/private deal to finance an office building in Delhi, India; acquisitions of hotels in Bangkok by a large Japanese institutional investor and a joint venture between a Hong Kong developer and an Asian based private equity fund for the acquisition and redevelopment of a property in Kowloon into a mixed use property including co-living and co-working properties.

Yuval is a member of the Hospitality Development Council of ULI in both the United States and Asia and was previously  a member of the Steering Committee of the Asian council; he was also a member of the Law 360 2020 Hospitality Editorial Board. He is a regular speaker at real estate and hospitality related conferences such as the Hotel Investment Conference Asia-Pacific in Hong Kong.

Prior to rejoining Proskauer in 1999, Yuval practiced law in Israel, representing Israeli clients in transactions in Europe and the United States and European and U.S.-based clients in transactions in Israel. He handled transactions for major publicly traded Israeli companies such as Clal (Israel) Ltd., LifeWatch, Kitan Consolidated Ltd., Orckit Communications Ltd., ECI Telecom Ltd., Scitex Corporation Ltd. and Tecnomatix Technologies Ltd. Since joining Proskauer, Yuval has continued to represent Israeli clients on a wide range of corporate and securities matters.

Photo of Elanit Snow Elanit Snow

Elanit Snow is a senior counsel in the Corporate Department and a member of the Finance Group.

Elanit represents financial institutions, hedge funds, private equity funds and multinational corporations on complex over-the-counter derivatives and other synthetic financing transactions and secondary market and distressed…

Elanit Snow is a senior counsel in the Corporate Department and a member of the Finance Group.

Elanit represents financial institutions, hedge funds, private equity funds and multinational corporations on complex over-the-counter derivatives and other synthetic financing transactions and secondary market and distressed debt trading. She represents clients in structuring and negotiating ISDA, MRA, GMRA, MSFTA, clearing, prime brokerage and other related documentation. Elanit advises clients on structuring bespoke transactions to gain synthetic leverage or to hedge exposure to key market risks. Elanit also advises clients on the legal, compliance and regulatory requirements of the Dodd-Frank Act applicable to derivatives transactions.

Elanit represents both buyers and sellers on a diverse range of transactions involving syndicated loans, bankruptcy claims and other distressed and illiquid assets.

Photo of Martine Seiden Agatston Martine Seiden Agatston

Martine Seiden Agatston is an associate in the Tax Department in the Los Angeles office. Her practice focuses on general tax matters, including domestic and international transactions. Representative matters have included U.S. and cross-border financings, debt and equity capital markets transactions, complex mergers…

Martine Seiden Agatston is an associate in the Tax Department in the Los Angeles office. Her practice focuses on general tax matters, including domestic and international transactions. Representative matters have included U.S. and cross-border financings, debt and equity capital markets transactions, complex mergers and acquisitions and corporate restructurings, as well as representation before the tax authorities. She also has acted for REITs, RICs (including BDCs) and other regulated investment entities on transactional matters.