Overview

Fred Adam is a partner and business lawyer with Foley & Lardner LLP. He advises public and private multi-nationals, investment funds, and fund portfolio companies regarding international outbound and inbound tax planning, international restructurings, fund formation structuring, domestic tax matters of all types and international tax matters relating especially to global business model planning and global tax efficiency projects, restructuring, transfer pricing, mergers and acquisitions, financial services (PE, Venture, Hedge, etc.), and pre- and post-transaction integration structuring. In particular, Mr. Adam concentrates his practice on taxation and structuring involved in international and domestic tax matters, fund formation and investment transactions, private equity investments, domestic and international mergers & acquisitions, and day-to-day advisory for international and capital market businesses. Integral to his planning experience, Mr. Adam also has significant experience relating to tax controversy matters and transfer pricing. He is a member of the firm’s Tax & Individual Planning, Transactional & Securities and Private Equity & Venture Capital Practices and the Technology, Life Sciences, and Hospitality & Leisure Industry Teams.

In his practice, Mr. Adam has worked with clients in a number of industries, including the pharma/life science, medical device, private equity/financial services, retail, and software/technology/SAAS industries. In the domestic and international transactional fields, Mr. Adam advises buyers and sellers in connection with the tax aspects of strategic and financial transactions, including buyouts, reorganizations, roll-ups, carve-ups, financings, recapitalizations, as well as venture capital and early stage investments. In addition to his technical tax background, Mr. Adam has project managed and overseen innumerable large and complex multi-jurisdictional transactions and projects, and in so doing, his experience includes projects and matters that have touched virtually every country around the globe.

Prior to joining Foley, Mr. Adam was an International Corporate Services Group partner in a Big Four firm. Prior to the Big Four, Mr. Adam was a principal shareholder with a large global law firm where he opened their first Northern California office in March 2004. Mr. Adam also was a member of the International tax practice at one of the largest international law firms. After his NYU Taxation LL.M, from 1993 through 1995, Mr. Adam served as an attorney-advisor to the Honorable William M. Fay of the United States Tax Court in Washington, D.C..

Education

Mr. Adam earned his Master of Laws in taxation from New York University School of Law (LL.M. Tax, 1993). He earned his Juris Doctor at University of Denver College of Law (J.D., 1992) where he graduated in the top 2% of his class with high honors and served as staff editor of Denver University Law Review. His undergraduate degree was conferred by University of California, Berkeley (B.A., 1986) in political economics.

Community Engagement

Mr. Adam is the pro bono coordinator for the Foley Silicon Valley office, is a member of the Friends of Cal Crew, an endowment management organization which supports and celebrates the U.C. Berkeley Rowing Program, is on the Board of the Northern California Cycling Foundation, and is an avid road cyclist.

Admissions

Mr. Adam is admitted to practice in California and New York.

Representative Transactions

International and Domestic Planning

  • Represented and represents numerous private and publicly-traded life sciences industry company clients in planning, implementing and maintaining their international IP exploitation structures and business models in their worldwide businesses.
  • Competed for and won engagements with multiple investment fund, private equity fund and venture capital fund formations and post-formation transactional representations.
  • Participated as co-counsel on multiple buy-side, sell-side and equity/debt financings related to fund portfolio companies and early stage investment rounds.
  • Represented numerous privately held and publicly traded companies in multi-jurisdictional advisory matters, including restructuring of worldwide business operations in order to achieve global tax efficiencies in foreign jurisdictions while addressing U.S. foreign tax provisions (Subpart F planning). Structured and advised on international business operation structures in order to achieve same.
  • Represented numerous companies in foreign tax credit planning so as to efficiently utilize foreign taxes paid in the context of foreign E&P deficits.
  • Represented private and publicly-traded companies in multi-jurisdictional restructurings of their worldwide business operations in order to achieve foreign tax incentives, maximize transfer pricing efficiencies, and minimize foreign royalty withholding taxes.
  • Represented international entertainment company and engaged in domestic, international, and foreign pre-merger tax and corporate planning in the context of required business separations and pre-merger organizational structuring in over 50 jurisdictions.
  • Represented numerous publicly-traded companies on multi-jurisdictional basis and performed post-acquisition tax planning for worldwide integration of Target entity operations into acquiring company’s worldwide operations. Oversaw and coordinated corporate implementation of these multi-jurisdictional tax structures.
  • Represented numerous privately-held and publicly-traded corporations in transfer pricing planning and documentation studies, as well as representing numerous multi-nationals in day-to-day advisory capacity with respect to tax issues arising in their international and domestic operations.

Domestic and International M&A Transactions

  • Represented public telecommunications company with respect to spin-off of a $1.0 billion valued business division. Negotiated and structured strategic $100 million cash investments with several third party industry-leading public companies. Managed and oversaw implementation of negotiated business points and general business issues into legal documents. Negotiated formation, business and structure issues with third party investors.
  • Represented private communications equipment company in an approximate $200 million sell-side engagement. Responsible for all aspects of this sell-side assignment, including but not limited to contacting, and negotiating with, interested industry public companies. Advised client in creation of business plan and sell-side strategy. Advised client regarding issues unique to communications equipment industry companies.
  • Represented target company, a professional services firm, in the context of a $120 million roll-up and initial public offering. Negotiated and structured the tax-free acquisition of client. Obtained most-favored nation status for client within multi-target transaction. Advised client regarding issues unique to S corporations.
  • Represented acquiring company, a commercial kitchen supply and design corporation, in $100 million multi-acquisition transaction and initial public offering. Negotiated simultaneous acquisition of five separate target companies, structuring each deal separately to obtain desired tax/accounting treatment. Monitored each target’s activities prior to closing to ensure conformity with applicable tax-sensitive provisions.
  • Represented acquiring company, a professional printing services firm, in the context of a $100 million multi-acquisition transaction and private placement to both institutional and individual investors. Structured the tax-free acquisition of several target companies. Represented acquiring company in subsequent acquisitions.
  • Represented target holding company, the owner of multiple automobile dealerships, in $120 million sale of its stock to a national automobile dealership conglomerate. Structured transaction to achieve tax-planning goals of selling shareholder. Negotiated and drafted stock purchase agreement.
  • Represented acquiring company, a software development corporation, in the $150 million asset acquisition of target domestic operating company and stock acquisition of numerous foreign subsidiaries of target. Negotiated and structured general and tax indemnity provisions of purchase agreement.
  • Represented international software company in preparation for domestication in the United States. Drafted employment agreements, option plan and agreements, software development and license agreements, and various other corporate documents. Performed corporate maintenance. Analyzed and structured many of client’s international transactions.
  • Represented professional services firm in a divisive reorganization in the context of hostile litigation. Negotiated the structure of this split-up for tax purposes. Drafted bonus, guaranty and other agreements regarding tax and other issues.
  • Represented acquiring company, a waste management firm, in $18 million acquisition of target company by means of a merger of client and target’s ESOPs. Drafted form of tax opinion and representation letters. Assisted in drafting plan of reorganization.

Selected Publications

Mr. Adam has published articles on IRS guidance regarding patent cross licensing arrangements, regulations regarding disregarded entities and the authority in treaty interpretation, and Section 956 tax issues involved in U.S. financing transactions. His publications also include:

  • “Practice Reminder: Status of Forces Agreements (SoFA) Can Provide Tax Relief for Defense Contractors on International Contracts,” Foley & Lardner LLP White Paper (November 2016)
  • “United States: New Proposed Regulations Would Allow Statutory Mergers with Foreign Entities,” Tax Planning International Review (February 2005)
  • “New Temporary Regulations Address Statutory Mergers with Disregarded Entities,” Journal of Taxation of Corporate Transactions (August 2003)
  • “IRS Ruling on a Merger of a Corporation into a Disregarded Entity,” Journal of Taxation of Corporate Transactions (February 2003)

Representative Matters

Showing of
Represented Hall Equities Group (HEG) in connection with the acquisition of 29 hotels and the corporate assets of ZMC Hotels, which employs more than 1,000 people. The aggregate purchase price was approximately $225,226,000. ZMC Hotels owns and operates both private label boutique hotels, as well as those licensed by many prominent brands, including Hilton, Marriott, IHG, Wyndham, and others. Hotels are disbursed across the country from Duluth, Minnesota, to Phoenix, Arizona, to Sebring, Florida, and many locations in between. Five hotels are clustered in Scottsdale, Arizona. All of the hotels, along with other select quality properties, were master leased to and are being managed by Zenith Asset Company, an affiliate of HEG. Equity financing for the transaction was derived from a variety of sources, including the sale of three quality properties by the Hall Equities Group sponsored investment groups, cash on hand, and the refinancing of two multi-family apartment buildings. As part of the equity raise, one of HEG's investment groups sold a shopping center to Excel Trust, Inc. This shopping center was originally developed by HEG and owned since 2000. The aggregate purchase price was approximately $131,000,000. This super-regional center is known as Monte Vista Crossings and is located in Turlock, California. Monte Vista Crossings is one of the largest open-air regional shopping centers in the western United States, and is home to national retailers such as Home Depot, Target, Kohl’s, Lowe’s, Safeway, Dick’s Sporting Goods, Ross Dress for Less, Bed Bath & Beyond, T.J. Maxx, Old Navy, Office Max, Petco, In-Shape Fitness, Gap, Pier One Imports, and more than fifty additional well known shops and restaurants. The seller retained HEG to handle the ongoing leasing and construction of the next phase of Monte Vista Crossings. Another HEG sponsored investment group sold a luxury apartment project in downtown Walnut Creek, California. This six-story, 100-unit Class “A” building of concrete construction is known as The Arroyo. The project was sold to a major US-based Life Insurance Company, which has retained HEG as both the General Contractor to complete construction of the project, and as the Property Manager for the project going forward. An additional HEG sponsored investment group sold the 41,000 square foot 2890 North Main Street office building in Walnut Creek. Proceeds from all three sales were used by the investor groups to generate equity capital for the hotel portfolio acquisition. The balance of the proceeds were derived from an acquisition loan from Bank of America.