Andrew H. Braiterman is a partner in the New York office of Hughes Hubbard & Reed and chair of the firm’s Tax practice. His practice emphasizes the tax aspects of domestic and international mergers, acquisitions, joint ventures, equipment leasing, corporate finance and financial products. Andy also represents clients on international tax planning, tax issues relating to debt restructuring, equity compensation for management, voluntary disclosures by individuals of offshore accounts, and disputes with federal and state taxing authorities.

The most recent edition of Chambers USA–Guide to America’s Leading Business Lawyers states that Andy “is respected for his expertise in international transactions” and also notes that sources say “he is responsive, practical and very knowledgeable.”

Mr. Braiterman is the Secretary of the New York State Bar Association and has been a member of its executive committee since 2006. He is a former chairman of the Committee on Taxation of Business Entities of the Association of the Bar of the City of New York, is on the steering committee of the New York chapter of the International Fiscal Association, and is a member of the American College of Tax Counsel. In addition to Chambers, his tax expertise is recognized by The Best Lawyers In America and New York Super Lawyers.

Professional Activities

Co-chair, Committee on Foreign Activities of US Taxpayers, New York State Bar Association, Tax Section
Chair, Committee on Taxation of Business Entities, Association of the Bar of the City of New York, 1999 – 2002
International Fiscal Association, New York Chapter Steering Committee

Previous Experience

Law clerk, the Honorable William J. Holloway Jr., United States Court of Appeals for the 10th Circuit, Oklahoma City (1980 – 1981)

Recognition

Recognized as a leading tax practitioner by Chambers USA, The Best Lawyers in America and New York Super Lawyers

Highlighted Publications & Lectures

Speaker, “Foreign Tax Credit Planning,” International Fiscal Association USA Branch Conference, February 2013
Speaker, “Hot Topics in International Tax,” New York State Bar Association Tax Section Annual Meeting, January 2013
Principal author, “Report on Substantial Business Activities Test Under Temporary Section 7874 Regulations,” New York State Bar Association Tax Section, November 2012
Panel chair, “Foreign Tax Credit Splitting Events: Interim Guidance and Other Selected Topics,” International Tax Institution, December 2010
Principal author, “Report on Issues Under Section 909 of the Code,” New York State Bar Association Tax Section, November 2010
Principal author, “Report on Administration Proposals Regarding Deferral of Deductions Related to Deferred Foreign Income, Foreign Tax Credit Pooling, and Entity Classification Rules,” New York State Bar Association Tax Section, December 2009
Speaker, “The ‘A’ List Grows – The Impact of Code Section 457A on Deferred Compensation,” New York State Bar Association Tax Section Seminar, September 2009
Panel chair, “Administration’s Proposals: How Will They Affect Existing Structures?,” International Fiscal Association New York Region Meeting, July 2009
Panel chair, “International Tax Policy in the Obama Administration,” New York State Bar Association Tax Section Annual Meeting, January 2009
Panel chair, “International Provisions in Tax Reduction and Reform Act of 2007,” International Fiscal Association New York Region Meeting, December 2008
Principal author, “Report on International Provisions of H.R. 3970 (the Tax Reduction and Reform Act of 2007)” and “Effects of Reduction in Corporate Tax Rate,” New York State Bar Association Tax Section, December 2008
Principal author, “Report on Proposed Section 901 Regulations Relating to Compulsory Payments of Foreign Taxes,” New York State Bar Association Tax Section, October 2007
Speaker, “International Tax Developments,” New York State Bar Association Tax Section Summer Meeting, July 2007
Author, “Intragroup Transactions: The Kinder, Gentler Subpart F,” Tax Notes 115 (May 7, 2007): 567
Principal author, New York State Bar Association Tax Section, “Report on Differences in Tax Treatment of Domestic and Foreign Partnerships,” January 2007
Speaker, “International Compensation Issues: Current US Developments,” Tax Executives Institute New Jersey Chapter Seminar, November 2005
Speaker, “American Jobs Creation Act of 2004: Foreign Tax Credit and Subpart F Provisions,” Tax Executives Institute New Jersey Chapter Seminar, February 2005
Speaker, “Section 338(h)(10) Elections: Planning Opportunities,” Tax Executives Institute New Jersey Chapter Seminar, February 2004
Principal author, “Comments on Step-Transaction Issues in Acquisition Transactions,” Association of the Bar of the City of New York, Committee on Taxation of Business Entities, August 2002
Co-chair, “Tax Issues for US Companies Doing Business in Europe,” Association of the Bar of the City of New York, April 2002
Speaker, “International Ventures for the Old and New Economies,” American Bar Association National Institute, November 2000
Co-principal author, “Comments on Proposed Regulations Section 1.355-7,” Association of the Bar of the City of New York, Committee on Taxation of Business Entities, August 2000
Co-chair, “Tax Issues Affecting the Internet and Electronic Commerce,” Association of the Bar of the City of New York Seminar, June 2000
Principal author, Letter Commenting on Proposed Tax Shelter Legislation, Association of the Bar of the City of New York, Committee on Taxation of Business Entities, November 1999
Speaker, “Fundamentals of Taxation of Foreign Investors,” Association of the Bar of the City of New York Seminar, June 1999
Speaker, “What Every Corporate Lawyer Should Know About Basic Tax Issues in Mergers and Acquisitions of Closely Held Companies,” Association of the Bar of the City of New York Seminar, October 1996
Co-principal author, “The Effect of Post-Reorganization Transactions on Continuity of Shareholder Interest,” Association of the Bar of the City of New York, Committee on Taxation of Corporations, June 1996, published in Tax Notes 72 (Sept. 9, 1996): 1401
Author, “Temporary Mark-to-Market Regulations: A Small Step in the Right Direction,” Tax Notes 63 (April 25, 1994): 467
Principal author, “Report on Temporary and Proposed Regulations Relating to Hedging Transactions,” Association of the Bar of the City of New York, Committee on Taxation of Corporations, January 1994, published in Tax Notes 63 (May 23, 1994): 1037
Speaker/Outline author, “Acquiring or Selling the Privately Held Company,” Practising Law Institute Seminar, April 1993

Court Admissions

United States Tax Court

Highlighted Matters

Representation of Air Lease Corp. in its issuance of $76.5 million in secured notes guaranteed by the Export-Import Bank of the United States
Representation of Alstom in purchase of ABB’s interest in ABB Alstom Power
Representation of AMC Networks on the partnership between AMC Networks/Sundance Channel Global and DIRECTV Latin America to launch Sundance Channel in seven Latin American countries
Representation of American Airlines Inc., Continental Airlines Inc., Delta Air Lines Inc., Northwest Airlines Inc. and United Air Lines Inc. in the sale of their interests in Orbitz Inc. to Cendant Corp.
Representation of American Airlines Inc., Delta Air Lines Inc. and Northwest Airlines Inc. in connection with the $1.1 billion sale of Worldspan LP to Travel Transaction Processing Corp.
Representation of Arsia Therapeutics in its sale to Eagle Pharmaceuticals for approximately $30 million in cash and stock at closing and up to $48 million in additional payments
Representation of Atlantic Richfield Co. in the sale of its 82.1 percent interest in ARCO Chemical Co. to Lyondell Petrochemical Co. as part of a $5.6 billion cash tender offer and merger
Representation of AXS TV in a joint venture with CBS concerning promotion, access to content, programming opportunities and strategic support
Representation of Azul Linhas Aéreas Brasileira SA in connection with its formation, initial funding and lease financing of aircraft
Representation of Japanese-themed restaurant chain Benihana Inc. in its acquisition by private equity firm Angelo, Gordon & Co.
Representation of aircraft lessor Blackbird Capital I in an $800 million aircraft lease ABS securitization, the proceeds of which will be used by Blackbird to acquire a portfolio of 19 aircraft
Representation of Bureau Veritas in its $650 million purchase of Maxxam Analytics International Corp. from Omers Private Equity
Representation of Cablevision Systems Corp. in formation of a partnership to acquire Newsday from the Tribune Co.
Representation of Cablevision Systems Corp. and its subsidiary PVI Media Services LLC (PVI), in connection with the sale of all the assets of PVI to ESPN Technology Services Inc. and Sportvision Inc.
Representation of Cadmin Services Ltd. in the sale of Clearstone Central Laboratories, a provider of global central laboratory services, to Laboratory Corporation of America Holdings
Representation of Cenveo Inc. in connection with acquisitions of MeadWestvaco’s Envelope Products Group, Nashua Corp., Commercial Envelope Manufacturing Inc., Madison/Graham Color Graphics Inc., Cadmus Communications Corp. and Rex Corp.
Representation of Chindex International Inc. in formation of a joint venture focused on the manufacturing and distributing of medical devices in China with Shanghai Fosun Pharmaceutical (Group) Co. Ltd., a manufacturer and distributor of medicine and medical devices in China
Representation of Chrysler Financial Corp. and Chrysler Capital Corp. in sales and restructurings of project finance partnerships and leveraged leases of facilities and formation of rail car leasing partnerships
Representation of Chugai Pharmaceutical Co. Ltd. in a tax-free spinoff of Gen-Probe Inc.
Representation of Continental Airlines Inc. for over 30 years in billions of dollars of lease and debt financings of new and used aircraft, including offerings of enhanced equipment trust certificates, leveraged leases and cross-border transactions. This work includes the representation of Continental Airlines in its first public offering after becoming a subsidiary of United Continental Holdings
Representation of Continental Airlines Inc. in its bankruptcy reorganization
Representation of Coopers & Lybrand LLP in its combination with PricewaterhouseCoopers and formation of an international network of firms
Representation of Delta Petroleum Corp., an oil and gas company, in connection with its Chapter 11 restructuring. Eight months after its Chapter 11 filing, Delta confirmed an innovative plan of reorganization that both realized value for Delta’s assets and preserved over $1 billion of tax attributes for the benefit of creditors
Representation of brand management company Galaxy Brand Holdings Inc. in its purchase of the Avia and Nevados shoe brands from the Brown Shoe Co. for $74 million
Representation of Goldman Sachs Group Inc. as sole structuring agent and sole bookrunner in connection with a $587.5 million enhanced equipment trust certificate (EETC) offering by Doric Nimrod Air Finance Alpha Ltd. in respect of four A380 aircraft on lease to Emirates (2012 Air Finance Journal “Innovative Deal of the Year”)
Representation of Goldman Sachs, Citigroup, Morgan Stanley and Credit Agricole as initial purchasers of $630 million of enhanced equipment trust certificates issued by DNA Alpha Limited (Doric) to finance the purchase of aircraft that will be leased to Dubai’s Emirates Airline
Representation of Goldman Sachs Group Inc. as arranger in connection with Guggenheim Partners’ purchase of $1 billion worth of aviation loans from AerCap Holdings (2012 Air Finance Journal “Capital Markets Deal of the Year”)
Representation of fashion designer John Varvatos in the sale of a majority stake in John Varvatos Enterprises Inc. to private equity firm Lion Capital LLP
Representation of Knight-Ridder Inc. in the $1.65 billion tax-free acquisition of ABC Media Inc. from The Walt Disney Co.
Representation of Kuramo Capital Management LLC in the formation of its inaugural investment fund. The fund invests in private equity and other funds that invest directly into businesses in sub-Saharan Africa
Representation of the trustee for the liquidation of the Lehman Brothers broker-dealer entity under the Securities Investor Protection Act. Hughes Hubbard’s role as counsel to the trustee in the liquidation has included dealings with federal and state taxing authorities and advice on tax aspects of asset dispositions
Representation of The Madison Square Garden Company in connection with its $181 million acquisition of a majority stake in nightclub operator Tao Group
Representation of the Mark Cuban Cos. and HDNet in a joint venture with Anschutz Entertainment Group, Ryan Seacrest’s media holding company and CAA to rebrand the cable channel as a destination for concerts, live events and other entertainment
Representation of MediaNews Group Inc. in its prepackaged bankruptcy reorganization
Representation of MediaNews Group Inc. in its $1 billion acquisition of newspapers from The McClatchy Co. and the equity investment by Hearst in the non-San Francisco Bay Area assets of MediaNews
Representation of Merrill Lynch and Morgan Stanley as underwriters in Viacom's $1.3 billion subordinated debt offering
Representation of Prairie Mountain Publishing Company LLP, a subsidiary of MediaNews Group Inc., in its acquisition of three daily newspapers, their related publications and websites from Lehman Communications Corp. and Western L LLC, an affiliate of Lehman
Representation of Nautica Enterprises Inc. in its $600 million acquisition by VF Corp.
Representation of the owners of The New Republic in their sale of a majority stake in the Washington, DC-based magazine to Chris Hughes, co-founder of Facebook Inc.
Representation of Pennsylvania Enterprises Inc. in its acquisition by Southern Union Co.
Representation of Ralston Purina Co. in tax court litigation regarding Italian usufruct transaction
Representation of Republic Airways in the sale of Frontier Airlines to an affiliate of private equity firm Indigo Partners
Representation of Rockwood Holdings Inc. in the creation of multinational joint ventures with Kemira Oyj and Rohm & Haas, and sales of its plastic compounding business to Mexichem SAB de CV, its electronics business to OM Group Inc., and its water business to Arch Chemicals Inc.
Representation of Rockwood Holdings Inc. in the sale of its global rheology business to Germany’s Altana AG for $635 million
Representation of Rockwood Holdings Inc. in the sale of its titanium dioxide and performance additive businesses to Huntsman Corp. for $1.32 billion
Representation of Société Générale de Surveillance Holding SA in the sale of GAB Robins to an affiliate of Brera Capital
Representation of Southern Union Co. in acquisitions of Fall River Gas Company, Providence Energy Corp. and Valley Resources Inc.
Representation of Viacom Inc. and its subsidiaries in tax-free, like-kind exchanges of broadcast stations
Representation of Wafra Capital in its acquisition of Oxford Finance, a specialty finance firm that provides senior debt to life sciences and healthcare services companies.
Representation of Wafra Investment Advisory Group in its investment in a $1 billion fund raised by Triple Point Capital
Representation of Wells Fargo Securities LLC as initial purchaser and sole structuring agent in a $636.21 million asset-backed securitization sponsored by Dublin-based Avolon Aerospace Leasing Ltd.

Firm Advises Greenbriar in Sale of Transplace to TPG Capital

Andrew H. Braiterman