Laura M. Barzilai
LAURA BARZILAI, co-leader of the firm’s Tax practice, is a transactional and tax controversy lawyer with 30 years of experience. Her clients include Fortune 100 companies, U.S. and non-U.S. privately held companies, insurance companies, banks, hedge funds, private equity funds and sovereign wealth funds. Laura’s practice focuses on federal income tax matters, advising clients in the areas of domestic and cross-border mergers and acquisitions, tax-free reorganizations, joint ventures, restructurings and other major transactions. Laura also advises insurance companies on the federal income tax aspects of alternative risk transfer transactions, including offerings of insurance-linked securities and formations of sidecars, and she represents clients in the federal income tax aspects of the formation of funds that invest in insurance-linked securities. Representative matters include:
- OMERS Private Equity and MatrixCare (an OMERS Private Equity portfolio company), in connection with the acquisition of AOD Software, a leading software for the long-term care and senior living industry
- Novira Therapeutics in its pending acquisition by Johnson & Johnson
- Stericyle, Inc. in its US$2.3 billion acquisition of privately held Shred-it International
- ZM Capital in its US$700 million sale of Cast & Crew Entertainment to Silver Lake Partners
- OMERS Private Equity in its sale of Accelerated Rehabilitation Centers to Harvest Partners-backed Athletico Physical Therapy
- The Mark Gordon Company, producer of Grey's Anatomy, Criminal Minds and Ray Donovan, in its sale of a 51 percent stake to Entertainment One Ltd. (eOne), for US$132.6 million
- Alaska Communications Systems’ sale of its joint venture interest in The Alaska Wireless Network to General Communication, Inc.
- Dell in the acquisition of StatSoft, Inc., a developer of analytics software products and solutions
- Representation of one of the largest sovereign wealth funds in multiple investments in the U.S.
- Representation of a Big Four accounting firm in multiple acquisitions
- Avaya Inc.’s acquisition of Radvision Ltd.
- CIP Capital and OnCourse Learning Corporation (a CIP Capital portfolio company) in connection with its acquisition of Gannett Healthcare Group, a leading provider of continuing education, certification test preparation, online recruitment, digital media, publications and related services for nurses and other healthcare professionals in the United States
- CIP Capital and eDriving (a CIP Capital portfolio company) in connection with its acquisition of DriversEd.com
- Harvest Partners and AxelaCare Health Solutions (a Harvest Partners portfolio company), a leading provider of specialty home infusion services, in connection with several strategic acquisitions
- Representation of an insurance company in connection with rehabilitation proceedings
- Macquarie Capital in its acquisition, with Franchise Services of North America Inc., of Advantage Rent-A-Car from Hertz Global Holdings Inc.
- TSG Consumer Partners in its sale of Yard House USA Inc. to Darden Restaurants, Inc.
- Guggenheim Partners, LLC in its acquisition of Security Benefit Corporation
- BNP Paribas in its acquisition of the prime brokerage business of Bank of America
Laura also represents clients in federal and state tax controversies, including at all stages of the administrative process. The 2013 edition of The Legal 500 (US) notes that Laura “has a strong reputation in contentious matters.” Disputes which she has successfully resolved include:
- Equity characterization of notes discharged in federal bankruptcy proceeding
- Application of the net unrealized built-in loss rules of Section 382
- Deductibility of educational expenses under Section 162
- New York nonresident status of individual
In addition, Laura represented Coltec Industries Inc. in filing with the U.S. Supreme Court a petition for a writ of certiorari regarding the economic substance doctrine.
Laura is ranked in Chambers USA 2013–2016 in Tax, in which she is described as having “good communication and interpersonal skills,” as well as “thorough and diligent with a strong business sense.” She also has been recognized by The Legal 500 (US) (2010–2016), in which she is described as “top-notch,” was selected by her peers for inclusion in The Best Lawyers in America® (2012–2017) in the field of tax and has been named to Who’s Who Legal for Corporate Tax.
Laura serves as New York chair of Sidley’s Committee on Retention and Promotion of Women. Laura is a member of the American Bar Association, the New York State Bar Association (Tax Section) and Tax Review of New York City. Laura also serves on the Board of Directors of the American Federation for Aging Research, a national non profit organization whose mission is to support and advance healthy aging through biomedical research.
- “Forging Pathways: The Advancement of Diverse Women in Law,” Sidley Austin LLP (New York, March 2017).
- “The New Partnership Audit Rules: Business, Tax and Controversy Challenges,” Tax Executives Institute – 2016 Midyear Conference (Washington, D.C., March 2016).
- “Debt Equity Issues: Corporate Groups, Partnerships and LLCs, and State and Local Tax Issues,” Tax Executives Institute – 2015 Midyear Conference (Washington, D.C., March 2015).
- “Inbound Financing: Issues and Planning Strategies,” American Bar Association Section of Taxation 2014 Midyear Meeting (Phoenix, January 2014).
- “Ethics-Overview of New Circular 230 Regulations,” 28th Annual Tax Conference of the Life Insurance Council of New York (New York, February 2013).