Dean Marsan

• Tax counsel for the Firm’s Investment, Commitment & Fairness Committees responsible for reviewing and tax sign-off for global Firm and fund transactions, including fixed income, equities, IBD and IMD loan and equity commitments and oversight and supervision of Bank Secrecy Act compliance.

• Responsible for tax structuring, negotiating and implementing domestic and cross-border investment advisory agreements, joint ventures, structured SPV’s and CDO’s with collective global AUM exceeding $300 billion. Responsible for tax matters and development of efficient tax structures relating to approximately 30 global funds (public and private), including real estate, infrastructure, merchant banking, credit mezz/distressed debt, venture capital, fund-of-funds, multi-strategy and hedge funds.

• Responsible for tax structuring, negotiating and implementing various purchases and sales of domestic and international businesses in a taxable asset or stock transactions, as well as tax-free reorganizations, spinoffs and liquidations, workouts or restructurings and various financing or outright sale securitization transactions in which the Firm participated as an advisor, bridge or mezzanine lender or equity participant, which included reviewing the availability of a step-up in basis.

• Provided advice regarding corporate and partnership tax planning issues, including evaluating domestic/international holding company structures, FTC and earnings repatriation planning, including withholding taxes, tax treaties, transfer pricing planning, documentation and implementation, qualified dividend planning, U.S. tax minimization, tax nexus, effectively connected income, financial products, FIRPTA, PFIC, CFC, PTP, TMP, tax shelter reporting and miscellaneous partnership and C corp tax issues.

• Broad based tax practice, including researching, consulting, and writing memoranda on domestic and international transactions, including drafting the tax sections in the deal documents for initial offerings, acquisitions and dispositions of businesses, reorganizations, liquidations, partnership allocations, and state and local issues, ERISA and employee benefits.

• General experience in corporate, partnership, real estate, FIRPTA and foreign taxation. Significant experience in the preparation drafting and review of public and private syndication offering materials for such clients as Prudential, VMS, Integrated Resources and T. Rowe Price, as well as condominium and cooperative offering plans.

• Experience in federal and state taxation, including C and S corporations, individuals, employee benefits & VEBA plans.