Jonathan (J.J.) Gifford’s practice focuses on taxation and related matters.

He advises on U.S. federal income tax controversies, M&A transactions, and corporate and partnership planning.

J.J. joined the firm in 2006, and became senior attorney in 2013 and counsel in 2019.

Notable Experience

  • Veolia Environnement S.A. in its successful defense of an Internal Revenue Service audit of a multibillion-dollar worthless stock deduction, including a series of court proceedings defending the taxpayer’s privilege claims that were resolved substantially in the taxpayer’s favor.

  • McDonald’s in the sale of its Chinese operations to CITIC and Carlyle, and in related master franchise agreements, as part of a strategic partnership to expand in mainland China and Hong Kong.

  • OpenText Corp. in numerous acquisitions, including its $1.62 billion acquisition of Dell EMC’s Enterprise Content Division and acquisition of Guidance Software Inc.

  • TPG in the formation of The Rise Fund, a social impact private equity fund.

  • OCI in the proposed $8 billion agreement to combine its North American, European, and Global Distribution businesses with CF Industries in an inversion transaction that was ultimately abandoned.

  • Harland Clarke (a MacAndrews & Forbes portfolio company) in multiple financing matters, including acquisition financing for MaxPoint Interactive.

  • HCA Healthcare in its $2 billion registered offering of senior unsecured notes.

  • Asahi Kasei Corp. in its $2.2 billion acquisition of Polypore International Inc. and subsequent sale of its Separations Media segment to 3M Co. for $1 billion.

  • Brightstar Corp. and its founder in the $1.26 billion acquisition of a majority interest in Brightstar by Softbank.

  • Envision Pharmaceuticals (a TPG portfolio company) in its $2 billion sale to Rite Aid Corp., and previously in Envision’s acquisition of Laker Software.

  • Suntory Holdings Ltd. in its $16 billion acquisition of Beam.

  • Pall Corp. in connection with its publicly announced restatement of multiple years of financial statements relating to more than $135 million in potential tax liability, and associated tax audit issues.

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