Benjamin Weiss

Ben Weiss is Counsel in the firm’s Taxation group. Mr. Weiss concentrates his practice on a full range of corporate, partnership and international tax matters across industries and helping his clients achieve their business goals with tax-efficient planning, structuring and implementation.

Mr. Weiss has extensive experience advising public companies, private equity sponsors and their portfolio companies and closely-held businesses and their owners on complex business-related tax matters and general tax compliance issues, including counseling clients in connection with renewable energy transactions and the availability of tax credits for renewable energy projects, and guiding clients across the private fund ecosystem, including venture capital, private equity and hedge funds.

Mr. Weiss advises clients on tax issues arising throughout the lifecycle of a business, from formation and choice of entity considerations and equity and debt financings to taxable and tax-free combinations, divisions, asset acquisitions, investments, and divestitures, as well as capital structuring and restructuring, and transfer and licensing of intellectual property. Mr. Weiss focuses on ensuring that his clients’ commercial and business objectives are implemented by drafting, reviewing, and negotiating documentation for every aspect of a transaction. For limited liability companies (LLCs), joint ventures and other forms of business arrangements classified as partnerships for federal income tax purposes, including private equity funds and hedge funds, Mr. Weiss counsels clients on complex structuring, tax analysis, and drafting allocation, distribution, and other operating agreement tax provisions needed to implement complex economic terms, including equity designations and equity compensation (profits interests) arrangements.

Previously, Mr. Weiss worked in the transaction tax group of a Big 4 public accounting firm and as a tax associate in an international Am Law 50 firm.

Representative Experience

• Advised clients entering into joint ventures and other business arrangements classified as partnerships for tax purposes, including drafting operating agreements for tax-partnerships across industries and implementing complex economic terms.
• Advised clients on implementing M&A, joint ventures and other business transactions on the buy and sell side through drafting and negotiating documentation, including purchase and sale agreements, rollover agreements, licensing agreements, and operating agreements.
• Advised clients on internal business restructurings to promote tax efficiency and to prepare for outside investment, including preparing privately held companies for public offerings.
• Advised clients on requirements for valid S-corporation tax classification and on M&A structures involving S-corporations on the buy and sell side.
• Advised clients on structuring complex domestic and cross-border M&A across a variety of industries.
• Advised private equity and venture capital funds on structuring investments, including inbound and outbound foreign investments.
• Advised private funds on tax issues arising throughout the lifecycle of a fund, from structuring and restructuring, fund combinations, re-platforming and windup or closure.
• Assisted with the preparation of various securities filings for clients in connection with M&A, capital market transactions, and public fund tax-related regulatory disclosure.
• Drafted private letter ruling (PLR) requests from the IRS.
• Drafted stand-alone tax opinions for a variety of U.S. federal income tax matters, including Code Section 368 “tax-free” reorganizations and Code Section 355 “spin-off” transactions as well as documentation implementing such transactions.