Howard Jacobson

Howard B. Jacobson advises clients on the tax consequences of:

• Financial restructuring and bankruptcy reorganizations
• Taxable and tax-free stock and asset acquisitions and dispositions
• Partnership and limited liability formations and transactions
• Public and private offerings of equity and debt
• Real estate investments
• American Indian tribal and member taxation
• Executive compensation.

Howard works extensively with the firm’s financial restructuring practice to provide tax advice to official and informal committees of creditors, debtors, investors and other potential acquirers of businesses in Chapter 11 and out-of-court restructuring proceedings.

Howard also works extensively with our corporate group to provide tax structuring advice and diligence in connection with structuring new and existing businesses, as well as acquisitions and dispositions of those businesses.

In addition, Howard counsels exempt organizations, including public charities, private foundations and other exempt organizations. He has been involved in resolving multiple disputes between exempt organizations.

He also advises Native American Indian tribes, as well as lenders to, and investors with tribes, on tax issues specific to the tribal governments, their business activities and their members, including taxable and tax-exempt financing transactions.

Experience:

• Counsels exempt organizations.
• Tax planning for distressed, insolvent and bankrupt companies and their creditors.
• Tax planning advice to clients on business transactions.

Representative Work:

• Financial Restructurings:
  • Retail industry restructurings, including Sears, Nine West, Payless and True Religion.
  • Communications companies, including iHeart Media, Cumulus Media, Tribune, Lightsquared and Ion Media.
  • Energy companies, including Energy Future Holdings , Longview Power, Endeavour, Templar Energy, SunEdison and Rex Energy.
  • Coal industry cases.
  • Washington Mutual, and other bank holding company cases.
  • Shipping companies, including Overseas Shipholding Group and International Shipholding.
  • 363 sales with stranded liabilities (including tax liabilities) in Lifecare Holdings and Inner City Broadcasting.
  • Advising liquidating or litigation trusts for Tribune, Motors Liquidating Company (GM) GUC Trust and Helig Meyers Liquidating Trust.
  • Restructuring of a Native American tribal casino’s debt.
• Corporate Transactions:
  • Structuring dispo sition of international business held by a multi-national U.S. public corporation that separating the business line from foreign and domestic subsidiaries of the parent.
  • Structuring sales of limited liability companies and blockers held by private equity sponsors.
  • Structuring both acquisitions and sales of interests in companies with significant net operating losses (NOLs) and/or tax credits.
  • Modifying entity classification to facilitate refinancing of company debt.
  • Obtaining ruling for a private S corporation to avoid inadvertent termination in connection with family succession planning and sale of company.

Affiliations:

• General Counsel, Washington Lawyers’ Committee for Civil Rights and Urban Affairs.
• Member, Taxation Section, American Bar Association.
• Member, Taxation Section, D.C. Bar Association.

Education:

• J.D., Harvard Law School, cum laude, 1979
• A.B., University of Michigan, with high distinction, 1976

Clerkships:

• U.S. Tax Court

Bar Admissions:

• District of Columbia