Tax

Davis Polk's Tax Department has been instrumental in the innovation of a number of derivative instruments and financial products, including the first DECS in 1993, the first “trust mandatory” (AJL PEPS Trust) in 1995, the first OTC variable prepaid forward in 1996, the first PHONES in 1999, and the first “call-spread convertible” in 2003. Tax lawyers in our prominent Derivatives Group advise clients on complex hedging and other over-the-counter transactions, including equity monetization strategies, tax-efficient share repurchase programs and cross-border hybrid transactions. Our lawyers also regularly consult with Treasury and the IRS regarding their formulation of published guidance.

about this site | disclaimer and notices | attorney advertising

A large portion of our work developing derivative instruments relates to transactions that are not publicly announced. Clients we advised on recent publicly announced securities offerings include:

Morgan Stanley, Banc of America Securities, Salomon Smith Barney, J.P. Morgan Securities, Credit Suisse First Boston and Goldman Sachs as joint lead managers of a $4.5 billion Rule 144A offering of convertible senior debentures by Tyco International Group, a Luxembourg special-purpose finance subsidiary of Tyco International
Merrill Lynch, Morgan Stanley and Goldman Sachs as initial purchasers of a $3 billion offering of floating-rate contingent convertible senior debentures by Wells Fargo
J.P. Morgan Securities, Lehman Brothers and Merrill Lynch as initial purchasers of a $2 billion Rule 144A offering of convertible senior debentures by American Express, a New York-based diversified financial services provider
Rabobank in connection with the issuance of $1.75 billion of Tier 1 qualifying Trust Preferred Securities
Fortis on the €1.25 billion Rule 144A/Regulation S offering of undated floating-rate equity-linked subordinated hybrid (FRESH) capital securities by Fortinfinlux, a Luxembourg subsidiary of Fortis