Orrick attorneys authored an article, titled “Proposed Regulations Under §385 Classifying Interests in a Corporation,” addressing Section 385 regulations proposed by the Internal Revenue Service and the U.S. Treasury Department to address the excessive use of debt to reduce the U.S. tax base. The article was published in the Tax Management International Journal and is available here.
Her practice has an energy industry concentration, including transactions involving Fortune 50 corporations, master limited partnerships (MLPs), private equity investors, portfolio companies and funds in all aspects of the energy industry, upstream, midstream, and downstream oil field services as well as alternative energy, wind, solar and biomass enterprises. She also provides advocacy in federal income tax controversies at the audit and appellate levels. Additionally, she is board certified in tax law by the Texas Board of Legal Specialization. Barbara has been the Chair of the Partnership and LLC Tax Committee of the ABA Section of Taxation, is a recipient of the committee’s Larry M. Katz Award for Distinguished Service for 2009 and was the founder and first Chair of the Section's LLC Task Force.
Prior to joining Orrick, Barbara was a partner at McGuireWoods and served as managing director in the M&A tax group of KPMG LLP.
- Tax advice to MLP Special Committee on $1.5 b. distribution of MLP pipeline assets in reverse drop-down.
- Tax advice to one of the largest private timberland owners in the United States on the formation of a processing joint venture.
- Tax advice to a Fortune 100 telecommunications company on the formation of an international consumer finance joint venture.
- Tax advice on MLP structures for PE portfolio companies.
- Tax structuring for acquisitions and drop-downs by MLPs.
- Advice on qualifying income determinations and negotiation of private letter rulings for MLPs.
- Tax-free mergers and divisions of partnerships, LLCs and MLPs.
- Advice on MLP Yieldco structures.
- Advise publicly traded foreign corporations in joint ventures with MLPs.
- Advise tax equity investors in renewables partnerships, including tax structuring of PTCs, ITCs and flip structures.
- Advise foreign fund investors in domestic renewables partnerships.
- Tax advice to PE funds on portfolio company transactions (buy-side and sell-side, both asset and equity interests).
- Tax structuring for PE funds acquiring oil field service and E&P companies.
- Tax structuring for legal entity reduction (LER) projects of multinational and domestic corporations.
- Provision of tax advice to an equity sponsor in the $3 billion stock sale of an offshore drilling company.
- Provision of tax advice to a Fortune 50 parent in complex restructuring of $25 billion, 150-member corporate group into limited liability company joint venture.
- Tax advice to an equity sponsor in the $100 million stock sale of an oil field services company.
- Tax advice to a buyer in $60 million acquisition of limited liability company interests in refining company.
- Tax advice to an equity sponsor in $80 million sale limited liability company interests in heavy industry.
- Tax advice to an oil & gas group in $200 million FIRPTA restructure and IPO on London AIM.
- Tax advice to a Fortune 50 corporation in $300 million Section 1031 build-to-suit exchange transaction.
- Tax advice on the formation of an off shore oil field service company to defer U.S. tax.
- Tax advice on the joint venture between two MLPs to construct natural gas processing plant and pipeline.
- Representation of a Fortune 50 company at IRS Appeals on tax consequences of partnership restructuring.
- Provide tax opinions to New Markets Tax Credit (NMTC) investors.
- Obtained first IRS private letter ruling on tax-free nature of Texas Enterprise Fund grants.
- Acted as expert witness on flow-through tax structures in federal whistleblower case.