Yaron Z. Reich’s practice focuses on taxation and related matters, including the tax aspects of corporate acquisitions, restructurings, insolvencies, and financing techniques.

He has extensive experience in international transactions, taxation of banks and other financial institutions, foreign investment in the United States, investment funds, joint ventures, partnerships, real estate transactions, leveraged leasing and project finance, transfer pricing, and tax litigation. Yaron has published several significant articles on international tax issues and tax policy.

Yaron joined the firm in 1979, became a partner in 1986, and senior counsel in 2019.

Notable Experience

Transactional Tax

  • ESL Investments in its $5.2 billion acquisition of substantially all of Sears’ assets in a bankruptcy sale.

  • Medtronic in its $49.9 billion acquisition of Covidien in an inversion transaction.

  • Essilor in its €48 billion merger with Luxottica.

  • 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 aborted due to new tax regulations.

  • Bemis in its $6.8 billion combination with Amcor.

  • CJ CheilJedang in its $1.8 billion acquisition of Schwan’s Co.

  • Stanley Black & Decker in its $690 million acquisition of IES Attachments from KPS Capital Partners.

  • Lafarge in its €40 billion combination with Holcim to create the world’s largest construction materials company.

  • Songa Offshore in its $3.4 billion sale to Transocean.

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Transfer Pricing

  • The Institute of International Bankers at OECD and U.S. Treasury consultations regarding the application of transfer pricing principles to determine the allocation of profits to permanent establishments.

  • A major U.S. financial institution on transfer pricing issues, including its R&D cost sharing agreements.

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Tax Controversy

  • A foreign government entity in an audit on its qualification as a controlled government entity and withholding tax and interest refund issues, including an IRS National Office review and closing agreement, and two rounds of proceedings at the IRS Appeals office; issues resolved 100% in the client’s favor.

  • A French company regarding an Internal Revenue Service audit of a $4.5 billion dollar worthless stock deduction, including a series of court proceedings defending the taxpayer’s privilege claims that were resolved primarily in the taxpayer’s favor; IRS Exam fully conceded the worthless stock deduction issue after the taxpayer filed its Appeals Protest.

  • An investment fund and its manager in an Internal Revenue Service audit and related False Claims Act proceeding by the New York State Attorney General involving securities trading losses.

  • Several major financial institutions regarding audit controversies with the Internal Revenue Service relating to cross-border financial products and transactions.

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SELECTED ACTIVITIES

  • Member, Executive Committee, New York State Bar Association’s Tax Section (1990-current); Former Co-Chair, various subcommittees

Publications

Proposed IRS Regulations Would Largely Eliminate “Section 956 Deemed Dividends” for U.S. Multinationals and Expand the Range of Credit Support From Non-U.S. Subsidiaries That They Can Provide to Lenders,” Cleary Gottlieb Alert Memo (November 1, 2018)

“The Case for a “Super-Matching” Rule,” Tax Law Review, Vol. 65 (2012)

“International Arbitrage Transactions Involving Creditable Taxes,” The Tax Magazine (March 2007)

“Taxing Foreign Investors’ Portfolio Investments: Developments and Discontinuities,” Tax Notes (June 15, 1998)

“U.S. Federal Income Taxation of U.S. Branches of Foreign Banks: Selected Issues and Perspectives,” Florida Tax Review, Vol. 2, No. 1 (1994)

Events