FacultyFaculty/Author Profile
Raj Tanden

Raj Tanden

Foley & Lardner LLP

Los Angeles, CA, USA


Raj Tanden is a partner and business lawyer with Foley & Lardner LLP, where he represents clients in corporate and tax matters across a broad spectrum of domestic and cross-border transactions. Mr. Tanden chairs the firm’s Southern California Tax Practice. His practice includes assisting clients with investment management transactions, including the formation of and investments by public and private investment funds and investors. Mr. Tanden advises business development companies, closely held businesses, public and private investment funds and real estate investment trusts (REITs). He has particular experience with retail, beauty and apparel companies, and also represents health care professionals and practices. 

IRS Private Letter Rulings Experience

Mr. Tanden has received several, innovative U.S. Internal Revenue Service (IRS) private letter rulings on behalf of clients, including: 

  • One of the first rulings that a publicly-registered, non-traded REIT may adopt a “multi-class” structure similar to those used by mutual funds 
  • Other rulings applicable to REITs, including that a target C corporation may issue a note to distribute out all of its historic “earnings and profits” before its acquisition by a REIT, as long as the target’s historic business and assets would be used to repay the note after the acquisition 
  • Rulings on behalf of public investment funds, including the following: the first rulings issued by the IRS that an acquiring mutual fund need not retain any assets of a target fund under the “continuity of business enterprise” doctrine; and that cancellation of indebtedness income would constitute qualifying income 
  • Rulings that taxpayers subject to SEC Rule 144A restrictions on the sale of stock in a publicly-traded company may use the “installment method” for the sale, even though the method cannot be used for publicly-traded property 
  • Rulings on like-kind exchanges, including the following: a tenant may exchange commercial leasehold interests where a third-party would pay a substantial sum to build out the tenant’s new space (also known as a “build to suit”); and an accommodator would not be disqualified from completing like-kind exchanges for paying a referral fee to brokers who also own equity in the accommodator

Representative Clients and Matters 

  • Evolution Capital Management: a Santa Monica-based investment management advisor
  • Expert witness in litigation involving a public REIT in a “going private” transaction 
  • The Fog Cutter Capital Group: a Los Angeles-based, restaurant-focused private equity firm
  • JBrand Jeans: a leading designer, marketer and manufacturer of premium denim products in connection with a sale of a portion of their business to a private equity focusing on consumer brands 
  • White Oak Global Advisors: a San Francisco-based, private investment fund advisor specializing in lending

Recognition

Mr. Tanden is a Fellow of the American College of Tax Counsel, comprised of the leading 700 tax lawyers nationwide. In addition, he is recognized by The Best Lawyers in America© and listed with Southern California Super Lawyers®.

Education

Mr. Tanden earned his LL.M. in tax from the New York University (NYU) School of Law (1996) and his J.D. from the University of Southern California (USC) Gould School of Law (1992). His undergraduate degree was conferred by the USC Leventhal School of Accounting (B.S., 1988).  

Admissions and Professional Memberships

Mr. Tanden is admitted to practice in California.

Mr. Tanden is a member of the Executive Committee of the USC Tax Institute. He is also a member of the Tax Advisory Group of the Investment Company Institute and the Government Relations Committee and Federal Tax Subcommittee of the National Association of Real Estate Investment Trusts. Mr. Tanden has co-chaired the Practising Law Institute (PLI) annual Finance for Lawyers and Other Professionals seminar and is a past chair of the American Bar Association (ABA) Tax Section Investment Management Committee. He has authored numerous articles and regularly speaks for the ABA, American Law Institute (ALI), NYU Federal Tax Institute, PLI and USC Tax Institute.

Selected Presentations 

  • Speaker, “M&A Agreements: Tax Niceties,” USC Tax Institute, Los Angeles, CA (January 25, 2016) 
  • Speaker, “Selected Seller and Buyer Issues, Including Negotiating and Drafting Tax Provisions in Acquisition Agreements,” PLI’s Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2015, Los Angeles, CA (December 2, 2015) 
  • Speaker, “Why Not a Partnership? Thinking Outside the Box,” the Arizona State Bar Annual Convention, Phoenix, AZ (June 26, 2015) 
  • Moderator, “Tax Planning for Non-U.S. Investors in Debt Funds,” American Bar Association Section of Taxation 2015 May Meeting, Washington, D.C. (May 8, 2015)
Raj Tanden is associated with the following items:
CHB Chapters  CHB Chapters Drafting and Negotiating the Tax Provisions of the Acquisition Agreement - Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2016, Tuesday, October 18, 2016
Diligence, Negotiation and Drafting Merger & Acquisition Agreements with a Focus on Tax Matters (PowerPoint slides) - Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2016, Tuesday, October 18, 2016
Treatise Chapters  Treatise Chapters Diligence, Negotiation and Drafting Merger & Acquisition Agreements with a Focus on Tax Matters - The Corporate Tax Practice Series, Wednesday, February 08, 2017
Drafting and Negotiating the Tax Provisions of the Acquisition Agreement - The Corporate Tax Practice Series, Wednesday, February 08, 2017
Application of the COBE and Substantially All Requirements to Tax-Free Reorganizations of RICs: The IRS Issues New Private Letter Rulings - The Corporate Tax Practice Series, Wednesday, February 08, 2017
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