C. Brian Wainwright

Partner, Silicon Valley at Pillsbury Winthrop Shaw Pittman LLP

C. Brian Wainwright

C. Brian Wainwright

Partner, Silicon Valley at Pillsbury Winthrop Shaw Pittman LLP

Biography

Located in Pillsbury’s Silicon Valley office, Brian Wainwright has more than 35 years of experience in domestic and international tax planning for business and financial transactions.

In addition to providing a wide range of services involving investment funds, cross-border financing and tax-exempt bonds, Brian frequently represents U.S. participants in foreign joint ventures in industries that include telecommunications; electrical generating; pharmaceutical; investment funds; and port, hotel and water projects. He also structures wholly owned foreign operations of U.S. taxpayers throughout North America, the UK, Russia, and Malaysia, Thailand and the British Virgin Islands.

Representative Experience

Tax-Free Reorganizations

* Serves as principal tax partner for reorganization tax opinions involving HMO, health care, telecommunications, banking, computer hardware, computer software, computer reseller, biotechnology, internet access provider, e-commerce and other businesses.
* Represents companies in roll-ups involving combination of reorganization and § 351 transactions in publishing, medical and dental practice management, medical device, nursing homes, equipment supply, computer retailer and other businesses.



* Other Transactions
* Represents clients in equity carve-outs utilizing A/B stock structure to preserve spin-off potential (including anti-Morris Trust legislation analysis) in credit card servicing, internet and computer software and other business.
* Represented company in leveraged going-private electronics transaction.
* Represented client in leveraged ESOP acquisition.
* Represents clients in taxable stock purchases involving § 338(h)(10) elections (consolidated subsidiaries and S corporations), installment sale provisions, contingent consideration (including earn-outs), tax representations and indemnities and tax sharing agreements.
* Advises clients in like-kind § 1031 exchange involving publishing assets.
* Represents companies in asset acquisitions involving purchase price allocations, tax representations and indemnities.
* Represents companies in § 382-derived stock lock-up agreements and other “change of ownership” analyses.
* Represents companies in bankruptcy-related acquisitions, including cancellation of indebtedness income, net operating loss carryover and other tax attribute reduction issues.
* Advises clients in roll-ups of corporations, partnerships, limited liability companies and sole proprietorships into master partnerships (§ 721).

* International
* Represents U.S. participants in foreign joint ventures in Mexico (electrical generating, telecommunications, port, hotel and water projects), Guatemala (telecommunications), Panama (port) and Colombia (electrical generating).
* Represents U.S. participants in foreign joint ventures in Pakistan, Russia and Turkey (electrical generating), Switzerland (pharmaceutical), EU countries (credit reporting), Japan (electronics), Australia (investment funds) and Taiwan and the Philippines (fast food).
* Structuring wholly owned foreign operations of U.S. taxpayers in Canada (security services), Russia (chemicals), UK (genetics), several South American countries (insurance) and Malaysia, Thailand and the British Virgin Islands (captive contract manufacturer).
* Structuring U.S. operations and investments of taxpayers from Canada (hybrid entity structure), France (wineries, banking) and Hong Kong (internet access provider with PFIC, PHC and FPHC issues in U.S. initial public offering).
* Structures offshore intellectual property holding companies.
* Advised clients in tax-free acquisitions of U.S. corporations by foreign corporations, including offshore holding company “inversions” (§§ 367, 6038B).

* Cross-Border Financing
* Advised regarding application of U.S. withholding rules (both old and new) to offshore holders of U.S. equity (including treaty application, international prospectus disclosure and computational matters, particularly relating to PIK preferred).
* Assisted clients with debt financings (including portfolio debt exception, “D” rules, withholding and backup withholding, treaty application, Forms W-8BEN, W-8ECI, W-8EXP and W-8IMY and hybrid instruments).
* Advised clients concerning U.S. withholding and investment in U.S. property rules associated with financial guarantees and their restructuring.

* Financial Instruments
* Helped complete LYONs, TOPrS, CHEERS, ACES, MIPS, QUIPS evaluation and disclosure as both underwriters’ and issuer’s counsel (including shelf registrations).
* Determines original issue discount, including applicable high-yield discount obligation, computations and related tax disclosure (also including other time value of money and cross-border and backup withholding issues) in private placements and public offerings.
* Advises clients on debt restructuring, modification and cancellation of indebtedness issues.
* Assist clients with FATCA compliance and withholding.

* Tax-Exempt Bonds
* Issued tax opinion as bond counsel for sewage and solid waste disposal facilities and private activity bond refundings.
* Served as borrower’s counsel in private activity bonds for educational, hospital, community hospital and manufacturing facilities.
* Advised clients in arbitrage and modification issues in debt restructurings and replacement letters of credit.
* Served as underwriter’s counsel in municipal issuances.
* Served as issuer and conduit borrower counsel in IRS audits of tax-exempt bonds.

* Partnership & Joint Ventures
* Assisted with tax planning for sports franchise acquisition, operations and stadium finance (issues include passive loss rules, revenue recognition and complex allocation and distribution provisions).
* Devised initial public offering structure (public partner) for various partnerships.
* Provided xax advice to principal draftsman of California limited liability company statute.
* Helped devise REIT partnership structures.

* Investment Funds
* Represented clients in formation, marketing and operational tax advice for domestic and offshore investment funds (including tax planning for principals).
* Represented U.S. and offshore investors in domestic and offshore funds (issues include effectively connected income, § 897, unrelated business income, venture capital operating company rules and U.S. and foreign withholding).
* Assisted clients in Venture Capital & Public Offering Negotiation (chapter author: partnership and limited liability company agreements and tax commentary).
* Advised clients in qualified small business stock representations, qualification and rollover rules.

Professional Highlights

* The Legal 500 U.S., Domestic Tax (2013 – 2015)
* PLC Which Lawyer?, Tax—San Francisco & Silicon Valley (2007 – 2012)

Education

*

J.D., Harvard Law School, 1976
cum laude

B.S., Stanford University, 1973

Admissions

*

California

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Partner, Silicon Valley & San Francisco at Pillsbury Winthrop Shaw Pittman LLP

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Partner, Silicon Valley at Pillsbury Winthrop Shaw Pittman LLP

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Partner, Silicon Valley at Pillsbury Winthrop Shaw Pittman LLP

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Partner, Silicon Valley at Pillsbury Winthrop Shaw Pittman LLP

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Partner, Silicon Valley at Pillsbury Winthrop Shaw Pittman LLP

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Partner, Silicon Valley at Pillsbury Winthrop Shaw Pittman LLP

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Partner at Pillsbury Winthrop Shaw Pittman LLP

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Partner, Washington, DC at Pillsbury Winthrop Shaw Pittman LLP

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Partner at Pillsbury Winthrop Shaw Pittman LLP

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Partner at Pillsbury Winthrop Shaw Pittman LLP

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C. Brian Wainwright
Partner, Silicon Valley at Pillsbury Winthrop Shaw Pittman LLP
Education
J.D., cum laude
Class of 1976

Harvard Law School offers an energetic and creative learning environment, a diverse and dedicated faculty—whose expertise spans a broad array of legal subjects—and a student body that comes from every state in the U.S. and more than 70 countries around the world. Approximately 1,900 students attend HLS each year: 1,680 J.D. students, 160 LL.M. students, and 50 S.J.D. candidates. The faculty includes more than 100 full-time professors and more than 150 visiting professors, lecturers on law, and instructors. The curriculum features more than 260 courses and seminars that cover a broad range of traditional and emerging legal fields. A Harvard Law education prepares students for success in law practice, business, public service, teaching, and more. Most HLS students are pursuing a J.D. (Juris Doctor) degree, while many others are earning an LL.M. (Master of Laws) or the S.J.D. (Doctor of Juridical Science). Harvard Law School also offers many joint degree programs, coordinated programs, and concurrent degree opportunities with other schools within Harvard University. The Law School community is also home to numerous research programs and engaging publications, including books, scholarly periodicals, newsletters, and a weekly student newspaper.

B.S.
Class of 1973

Stanford University, officially Leland Stanford Junior University, is a private research university in Stanford, California. Stanford was founded in 1885 by Leland and Jane Stanford in memory of their only child, Leland Stanford Jr., who had died of typhoid fever at age 15 the previous year. Stanford is generally ranked among the best universities in the world by academic publications. It is also one of the top fundraising institutions in the country, becoming the first school to raise more than a billion dollars in a year.

Career History
Partner, Silicon Valley
Current

Pillsbury Winthrop Shaw Pittman LLP (formerly Pillsbury, Madison & Sutro) is an American law firm serving the energy, real estate, financial services, transportation, and technology sectors, specializing in regulatory practice, as well as corporate & securities, environment, intellectual property, litigation, employment and international law.

Transactions
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Synnex Corp. purchases Tech Data Corp. from Apollo Global Management, Inc. /Private Equity

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Qualcomm, Inc., Qualcomm Technologies, Inc. purchase Nuvia, Inc.

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Invitae Corp. purchases ArcherDX LLC

Other Affiliations

C. Brian Wainwright is affiliated with Pillsbury Winthrop Shaw Pittman LLP

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