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Pocket MBA Summer 2013: Finance for Lawyers

 
Author(s): Raj Tanden, Kirsten S. Aunapu, Eric B. Sloan
Practice Area: Accounting, Corporate & Securities
Published: Jun 2013
PLI Item #: 41744
CHB Spine #: B2033

Kirsten S. Aunapu has over 17 years of experience in public accounting and is currently a partner in the National Office Accounting Consultation Group at Deloitte & Touche LLP in San Francisco, California. Kirsten's technical accounting expertise is primarily focused in the areas of business combinations, consolidations, and lease and real estate accounting; as a National Office partner, Kirsten is consulted by Deloitte's partners and professionals to address complex accounting issues. 

Prior to joining the National Office Accounting Consultation Group, Kirsten was a partner in the Special Acquisition Services Group in San Francisco, where she served one of the firm's largest private equity clients. In addition to providing structuring, accounting and financial due diligence and other transaction related services, Kirsten provided technical accounting support to the client service partners and professionals serving her client's portfolio companies.

Kirsten began her career performing audit services in the Costa Mesa, California office of Deloitte & Touche LLP. Kirsten received a Bachelor of Science degree, with honors, in Business Administration with concentrations in Finance and International Business from California Polytechnic State University - San Luis Obispo in San Luis Obispo, California.  She is a Certified Public Accountant in the state of California, a member of the American Institute of Certified Public Accountants, a member of the California Society of CPAs, and a member of the Finance and Accounting Committee for "LEAP…imagination in learning," a not-for-profit organization in San Francisco with a mission to stimulate imagination and creativity in Bay Area children by bringing visual and performing artists and architects into the classroom for extended residencies.


ERIC SLOAN is a partner with Gibson, Dunn & Crutcher LLP.  He specializes in the use of partnerships and limited liability companies in domestic and cross-border mergers and acquisitions, financing transactions, and restructurings.  Eric represents a wide array of clients, including some of the largest private equity firms in the country, as well as a number of the largest publicly traded and privately held companies in the world.  Eric has authored articles that have appeared in numerous professional publications, including Tax Notes, Journal of Taxation, The Tax Executive, TAXES, Major Tax Planning (The Law School of the University of Southern California), Journal of Passthrough Entities, Tax Management Memorandum, and Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances (Practising Law Institute).  Eric is an adjunct professor at the Georgetown University Law Center and is a frequent lecturer on a variety of topics dealing with U.S. federal income taxation, having spoken at many of the country’s leading tax conferences, including the Practising Law Institute, the University of Chicago Law School’s Federal Tax Conference, the Texas Federal Tax Institute, the Southern Federal Tax Institute, the USC Gould School of Law Tax Institute, the New York University’s Institute on Federal Taxation and Summer Institute on Federal Taxation, the American Bar Association Tax Section, the New York State Bar Association Tax Section, and the Tax Executives Institute, as well as at the Wharton School of Business and the New York University School of Law.

Eric received his B.A., with honors in English Literature, from Northwestern University, his J.D. from the University of Chicago Law School, and his LL.M. in Taxation, with distinction, from the Georgetown University Law Center.  Eric is a member of the Executive Committee of the New York State Bar Association Tax Section, a Co-Chair of that Tax Section’s Partnership Committee, and a former Co-Chair of that Tax Section’s Committee on Investment Funds.  Eric is also a member of the Tax Section of the American Bar Association, a member and Past Chair of the Tax Section’s Committee on Partnerships and LLCs, a Council Director of the Tax Section, and a member of the Tax Section’s Nominating Committee.  In addition, he is a member of the planning committee for the University of Chicago Law School’s Annual Federal Tax Conference, as a member of the advisory board of NYU Institute on Federal Taxation and Past Honorary Co-Chair of that Institute, and Co-Chair Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances (Practising Law Institute).


Raj Tanden is a partner and business lawyer with Foley & Lardner LLP, where he represents clients in corporate and tax matters across a broad spectrum of domestic and cross-border transactions. Mr. Tanden chairs the firm’s Southern California Tax Practice. His practice includes assisting clients with investment management transactions, including the formation of and investments by public and private investment funds and investors. Mr. Tanden advises business development companies, closely held businesses, public and private investment funds and real estate investment trusts (REITs). He has particular experience with retail, beauty and apparel companies, and also represents health care professionals and practices. 

IRS Private Letter Rulings Experience

Mr. Tanden has received several, innovative U.S. Internal Revenue Service (IRS) private letter rulings on behalf of clients, including: 

  • One of the first rulings that a publicly-registered, non-traded REIT may adopt a “multi-class” structure similar to those used by mutual funds 
  • Other rulings applicable to REITs, including that a target C corporation may issue a note to distribute out all of its historic “earnings and profits” before its acquisition by a REIT, as long as the target’s historic business and assets would be used to repay the note after the acquisition 
  • Rulings on behalf of public investment funds, including the following: the first rulings issued by the IRS that an acquiring mutual fund need not retain any assets of a target fund under the “continuity of business enterprise” doctrine; and that cancellation of indebtedness income would constitute qualifying income 
  • Rulings that taxpayers subject to SEC Rule 144A restrictions on the sale of stock in a publicly-traded company may use the “installment method” for the sale, even though the method cannot be used for publicly-traded property 
  • Rulings on like-kind exchanges, including the following: a tenant may exchange commercial leasehold interests where a third-party would pay a substantial sum to build out the tenant’s new space (also known as a “build to suit”); and an accommodator would not be disqualified from completing like-kind exchanges for paying a referral fee to brokers who also own equity in the accommodator

Representative Clients and Matters 

  • Evolution Capital Management: a Santa Monica-based investment management advisor
  • Expert witness in litigation involving a public REIT in a “going private” transaction 
  • The Fog Cutter Capital Group: a Los Angeles-based, restaurant-focused private equity firm
  • JBrand Jeans: a leading designer, marketer and manufacturer of premium denim products in connection with a sale of a portion of their business to a private equity focusing on consumer brands 
  • White Oak Global Advisors: a San Francisco-based, private investment fund advisor specializing in lending

Recognition

Mr. Tanden is a Fellow of the American College of Tax Counsel, comprised of the leading 700 tax lawyers nationwide. In addition, he is recognized by The Best Lawyers in America© and listed with Southern California Super Lawyers®.

Education

Mr. Tanden earned his LL.M. in tax from the New York University (NYU) School of Law (1996) and his J.D. from the University of Southern California (USC) Gould School of Law (1992). His undergraduate degree was conferred by the USC Leventhal School of Accounting (B.S., 1988).  

Admissions and Professional Memberships

Mr. Tanden is admitted to practice in California.

Mr. Tanden is a member of the Executive Committee of the USC Tax Institute. He is also a member of the Tax Advisory Group of the Investment Company Institute and the Government Relations Committee and Federal Tax Subcommittee of the National Association of Real Estate Investment Trusts. Mr. Tanden has co-chaired the Practising Law Institute (PLI) annual Finance for Lawyers and Other Professionals seminar and is a past chair of the American Bar Association (ABA) Tax Section Investment Management Committee. He has authored numerous articles and regularly speaks for the ABA, American Law Institute (ALI), NYU Federal Tax Institute, PLI and USC Tax Institute.

Selected Presentations 

  • Speaker, “M&A Agreements: Tax Niceties,” USC Tax Institute, Los Angeles, CA (January 25, 2016) 
  • Speaker, “Selected Seller and Buyer Issues, Including Negotiating and Drafting Tax Provisions in Acquisition Agreements,” PLI’s Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2015, Los Angeles, CA (December 2, 2015) 
  • Speaker, “Why Not a Partnership? Thinking Outside the Box,” the Arizona State Bar Annual Convention, Phoenix, AZ (June 26, 2015) 
  • Moderator, “Tax Planning for Non-U.S. Investors in Debt Funds,” American Bar Association Section of Taxation 2015 May Meeting, Washington, D.C. (May 8, 2015)