Caitlin helps clients navigate complex federal income tax issues.  She focuses on corporate mergers, acquisitions and reorganizations, fund formation, and transactions involving partnerships, limited liability companies, and other pass-through entities.

Caitlin assists clients with tax issues involved in mergers, acquisitions and other complex transactions. She has significant experience regarding the tax aspects of corporate mergers, acquisitions and reorganizations (including transactions involving banks and S corporations) and drafting tax provisions in partnership and limited liability company (LLC) agreements. She also has extensive experience calculating Section 280G payments and drafting 280G shareholder vote documents in connection mergers and acquisitions. Caitlin also has experience with drafting tax provisions in a variety of disclosure documents, including proxy statements and prospectuses. She regularly advises clients regarding the Foreign Account Tax Compliance Act (FATCA) as well as the Bipartisan Budget Act of 2015 (the New Partnership Audit Rules).

Before joining the firm, Caitlin was an associate at another international law firm.

Relevant Experience

  • Represented investment arm of financial corporation in its majority investment in, and associated restructuring of, established family-owned business, which involved converting S corporations to LLCs and a series of tax-free transfers to controlled corporations.
  • Represented bank in its purchase of a majority interest in an investment entity, including forming a new LLC to facilitate the continuing minority interest in the target.
  • Drafted tax provisions of partnership agreements and assisted with “fractions rule” questions in connection with forming various funds for real estate-focused company.
  • Represented Fortune 500 company in a strategic acquisition, including tax structuring questions, maximizing up-front payment for certain pre-closing taxes, and the 280G shareholder vote and calculations.
  • Advised Cayman foreign financial institution (“FFI”) regarding its FATCA obligations.
  • Drafted 280G shareholder approval documents and corrected 280G calculations on short notice in connection with acquisition.
  • Drafted tax provisions of partnership agreement and private placement memorandum for oil and gas joint venture.
  • Represented target bank in reorganization transaction with an acquiring bank.
  • Advised restaurant operator on tax aspects of acquisition of privately-held restaurant company.
  • Represented global manufacturing company on tax aspects of various strategic acquisitions.
  • Drafted tax opinion for multinational company regarding source of income for tax purposes in connection with sales of products manufactured abroad. 

Memberships

  • Women’s Committee Member, Association of Corporate Growth, Dallas/Fort Worth Chapter
  • Member, Dallas Bar Association
  • Member, Texas Bar Association

Insights

  • Publications

    • Note, Don’t Dissolve the “Nerve Center”: A Status-Linked Citizenship Test for Principal Place of Business, 55 B.C. LAW REV. 641, 2014