Rishi K. Sodhi

Partner

Overview

Rishi Sodhi is a partner and business lawyer with Foley & Lardner LLP. Rishi is based in the firm’s Los Angeles office, where he is a member of the firm’s Taxation Practice Group.

Rishi is a transactional tax attorney whose practice focuses on advising clients on the tax aspects of a wide range of business transactions, including mergers, acquisitions, divestitures, reorganizations, and strategic investments. He represents private equity funds and public multinational corporations on numerous complex domestic and cross-border M&A transactions, serving as the deal lead on all tax-related matters.

Rishi also has significant experience in the tax insurance space, and has worked with some of the world’s leading insurance companies and managing general underwriters assisting in the assessment and underwriting of hundreds of tax risks with collective policy limits in the billions of dollars.

Prior to Foley, Rishi worked as a partner at a large law firm in its office in Los Angeles. He also spent 13 years providing M&A tax advice in the offices of “Big 4” accounting firms in New York and Los Angeles.

Representative Transactional Tax Matters*

  • Publicly traded global medical technology company’s $1.025 billion acquisition of a portfolio audio company
  • North American logistics company’s acquisition of an intermodal drayage and warehousing services company
  • Telecommunication technology company’s acquisitions of a data security platform company and a Latin American A2P and enterprise messaging company
  • Publicly traded partnership conversion into a subchapter C corporation via “check the box” election
  • Combination of two publicly traded gaming companies
  • U.S. private equity fund’s acquisition of a global security integrator
  • U.S. private equity fund’s acquisition of a global golf and club management company
  • U.S. private equity fund’s $1.5 billion carve-out acquisition of a global enterprise software business
  • U.S. private equity fund’s sale of a subscription based promotional, advertising and eCommerce intelligence solutions company
  • Fortune 500 company’s $2.3 billion acquisition of an identity theft protection company
  • Publicly traded digital entertainment company’s $1.1 billion acquisition of a DVR manufacturer

*Certain of these matters were handled prior to joining Foley.

Representative Tax Insurance Matters*

Rishi has assisted in the assessment and underwriting of a wide range of tax risks, including but not limited to the following:

  • Tax-Free Reorganizations / Section 355 Spin-Offs
  • Internal Restructurings (US and Foreign)
  • S-Corporation Issues
  • Tax Credits (ITCs and ERCs)
  • Subchapter K / Partnership Tax Matters (Disguised Sales, Mixing Bowl Transactions, Liquidations, Allocations)
  • U.S. State & Local Tax Matters (Credits, Grants, Revaluations, Nexus, Sales Tax, Exemptions)
  • U.S. Int’l Tax Matters (Subpart F, Section 367, Section 965 Transition Tax, GILTI, FDII, BEAT, Section 163(j), Section 7874 / Inversions)
  • Foreign Tax Matters (PE, Withholding Tax, Treaty Qualification, Substance, Country Specific Issues)
  • Transfer Pricing
  • Income Characterization (CG vs. OI)
  • Worthless Stock / Bad Debt Deductions
  • Debt vs Equity Characterization
  • Amortization / Anti-Churning
  • Rescission Doctrine
  • Employee Benefit Tax Matters (Employee Classification, Section 280G, Section 83(b) Elections, Retirement Plans)
  • Trust and Estate Planning Tax Matters
  • Transfer Taxes (U.S. State and Local, and Foreign)

*Certain of these matters were handled prior to joining Foley.

Recognition

  • Recommended, The Legal 500 United States, U.S. Taxes: Non-Contentious

Thought Leadership

  • Fellow, 2022 Leadership Council on Legal Diversity Fellows Program
  • Panelist, Aon’s 2022 Transaction Solutions Symposium
  • Panelist, Tax Liability Insurance/Tax Considerations for RWI, Association for Corporate Growth’s Transaction Solutions Symposium
  • Presenter, International Tax Webinars, Tax Executives Institute
  • Presenter, Tax Liability Insurance Conference, ExecuSummit

Professional Memberships

  • State Bar of California – Taxation Section

Education

  • Georgetown University Law Center (LL.M., Taxation, 2005)
  • Loyola Law School, Los Angeles (J.D. 2004)
  • University of California, Los Angeles (B.A., 2001)

Admissions

  • California