Elliot Freier concentrates his practice on the taxation of mergers and acquisitions, bankruptcy and workout taxation and tax controversy representation.

Recognized as a leading tax lawyer by Chambers USA, Elliot counsels clients on the taxation of transactions in multiple sectors, including high tech, medical devices, media and retail, among others. He has substantial experience advising private equity clients on the tax implications of large and highly complex transactions. In collaboration with the Corporate group, Elliot helps develop innovative, sophisticated structures for portfolio deals that have provided his clients with substantial savings in taxes. He also advises startups early in their development with regard to ways in which they can minimize their tax burden for the life of the company through exit.

In addition to his transactional work, Elliot works extensively with creditors as well as debtors on tax issues involved in bankruptcies and workouts. He guides clients through the restructuring process to preserve their tax attributes and obtain a beneficial settlement with taxing authorities. He also represents corporations, partnerships and individuals in complex federal and California tax controversy matters.

As an authority on taxation and business, Elliot is frequently invited to speak on tax topics (including before the Internal Revenue Service), and he has published widely on tax planning and tax issues related to bankruptcy and transactions. He is also active in the American Bar Association (ABA) Section of Taxation, where he has chaired several subcommittees, task forces and a committee on business tax matters.

Experience

  • Represented private equity firm Genstar Capital in its acquisition of Accruent, the world’s largest provider of real estate, facilities and asset management software. 
  • Represented Acano Limited in its $700 million acquisition by Cisco. 
  • Advised telecommunication and wireless device company Research In Motion Limited (RIM) in the purchase of patents from Nortel Network Corp. Nortel filed for bankruptcy protection in 2009, and the sale was by far the largest asset auction in the proceedings stemming from its bankruptcy. RIM and a consortium of five other leading technology companies, in a complex sharing structure, received approval from a federal bankruptcy court in Delaware to purchase a portfolio of 6,000 patents from Nortel. The $4.5 billion deal was one of the largest ever public sales of intellectual property assets. The sale spanned wireless, 4G, data networking, optical, voice, internet and semiconductor technologies. 
  • Represented Dalian Wanda Group Co. Ltd., China's largest commercial property company and the world's largest cinema chain operator, in its acquisition of leading production company Legendary Entertainment for $3.5 billion. The transaction was heralded as China's largest cross-border cultural acquisition to date. 
  • Represented AwesomenessTV in its acquisition by DreamWorks Animation. 
  • Represented Angiotech Pharmaceuticals Inc., a global specialty pharmaceutical and medical device company, in connection with the $362.5 million sale of its interventional products business to Argon Medical Devices Inc. 
  • Represented Angiotech Pharmaceuticals in connection with the sale of its QuillTM knotless tissue closure product line to Ethicon, a subsidiary of Johnson & Johnson. 
  • Represented Pinnacle Entertainment, a NASDAQ-listed gaming company, in its acquisition of the operations of the Meadows Racetrack and Casino in Pennsylvania from affiliates of Cannery Casino Resorts for total consideration of $138 million and Pinnacle’s lease of the underlying real property from subsidiaries of Gaming and Leisure Properties, Inc. 
  • Representation of investment manager The TCW Group Inc., with more than $135 billion of assets under management, in connection with the acquisition by affiliates of The Carlyle Group of the majority equity stake in TCW.

Honors & Awards

  • Recognized by The Legal 500 for both tax and tax controversy (2007-present)
  • Included in The Best Lawyers in America in the area of tax law (2005-present)
  • Named to the Southern California Super Lawyers list (2004-present)
  • Recognized as a leading tax lawyer by Chambers USA (2003-present)
  • Featured in Who's Who Legal (2003-present)

Publications

  • Contributing author, Collier on Bankruptcy Taxation
  • "Restructuring the Dot.Bomb: Tax Issues Affecting E-Commerce Companies Facing Bankruptcy," 53 Major Tax Planning (2001)
  • "Preservation and Use of Net Operating Losses and Other Tax Attributes in a Consolidated Return Context," 41 Major Tax Planning 500 (1989)
  • "Preservation and Use of Net Operating Losses and Other Tax Attributes," PLI's Tax Strategies for Corporate Acquisitions, Dispositions, Financings, Joint Ventures, Reorganizations and Restructuring (1989-2017)

Speaking Engagements

  • Lectured before the Internal Revenue Service, Office of Chief Counsel: Corporate on bankruptcy tax issues
  • Has frequently spoken at the Practicing Law Institute’s "Tax Strategies for Corporate Acquisitions, Dispositions, Financings, Joint Ventures, Reorganizations and Restructurings"
  • Lectured several times at the USC Gould School of Law’s Tax Institute on bankruptcy tax topics
  • Regularly speaks on consolidated return and bankruptcy tax topics in other forums, including the ABA Section of Taxation meetings and the Financial Lawyers Conference

Professional Activities

  • Member, ABA Section of Taxation, and past chairman of the Committee on Affiliated and Related Corporations, as well as the Subcommittee on Consolidated Returns, the Subcommittee on Affiliation and Control Issues and the Task Force on Bankruptcy and Consolidated Return Issues
  • Serves on the planning committee for the USC Gould School of Law’s Tax Institute

Education

Yale Law School (J.D., 1986)

University of Virginia (B.A., Economics, 1983), with highest distinction; Phi Beta Kappa

Admissions

  • California, 1986
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