Practice areas

Education

  • Boalt Hall UC Berkeley (LL.B.,1966), Order of the Coif; Book Review Editor of the California Law Review
  • University of California, Berkeley (A.B., 1963)

John Fossum is partner emeritus in the Newport Beach office of Irell & Manella LLP.

Mr. Fossum is a business lawyer who practices primarily in the areas of real estate, creditors’ rights and tax law, including the application of federal and state laws to non-profit organizations. He has represented taxpayers in the U.S. Tax Court and before the Ninth Circuit Court of Appeal. His clients include institutional lenders; residential, commercial and industrial developers; real estate and securities investors; hotel owners; investment management firms; venture capital companies; and philanthropic organizations.  He has contributed to several tax and real estate publications, and has lectured at tax and real estate seminars.  He was also selected for inclusion Southern California "Super Lawyers" by Los Angeles Magazine in 2006.

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Representative Matters

  • Represented prominent Southern California homebuilder in negotiation and documentation of multiple joint ventures that purchased land formerly part of two U.S. military bases located in California. 
  • Represented law firm in complex settlement of dispute between law firm and multiple companies and individuals under the Bankruptcy Court’s jurisdiction. 
  • Represented prominent philanthropic family in numerous business and charitable activities, including construction and operation of landmark luxury hotel and design and development of Midwestern museum focusing on small town immigration patterns.
  • Represented large California-based life insurance company in numerous loans secured by hotels, commercial buildings, residential properties, golf courses and mobile home parks, including a loan secured by a $300,000,000 zero lot-line commercial office complex that included a multi-party construction, operation and reciprocal easement agreement.
  • Represented Southern California institutional lender/investor in the negotiation and operation of servicing agreements for REMIC (real estate mortgage investment conduits) funds totaling several billion dollars.
  • Represented owners of major commercial and resort hotels in negotiating management agreements with Hyatt, Hilton, Four Seasons, Radisson and Wyndham, in negotiating hotel financing, and in on-going counsel regarding hotel management and operations.
  • Represented major Southern California residential and commercial developers in the purchase and sale of their properties, the negotiation and renegotiation of financing (including the tax aspects of work-out transactions), and the structuring of their ownership and management entities, including limited liability companies, partnerships, S and C corporations, trusts, REMICs and REITs (real estate investment trusts).
  • Successfully argued appeal to Ninth Circuit in tax case Moss v. Commissioner [9thCir. 1987] 831 F.2d 833).
  • Represented investor/developer in settlement of litigation involving $100 million of commercial real estate, including the restructuring of multiple limited partnerships.
  • Represented seller of a Newport Beach office complex in an $83 million transaction that resulted in the highest per-foot price then obtained for Orange County office properties.
  • Represented investors in purchase of interests in a major Los Angeles hotel and several commercial properties.
  • Represented investors in numerous tax-deferred exchanges of real property, including non-simultaneous exchanges, exchanges with related parties, and tax-deferred exchanges involving the transfer of properties into and out of partnerships, LLCs and other closely-held business entities.
  • Represented numerous individuals in connection with complex tax and estate planning, involving the use of charitable foundations and trusts.
  • Represented junior members of securities investment company in negotiation and documentation of complex limited liability company operating agreement with founding member of firm.
  • Represented Orange County investment advisors in formation and operation of venture capital fund and related structural and operational matters.
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Bar & Court Admissions

  • 1967, California
  • Supreme Court of the State of California
  • U.S. District Court, Central District of California
  • U.S. Tax Court
  • U.S. Court of Appeals for the 9th Circuit