Home Home About Us Practice Areas Our Attorneys Press & Publications Events Diversity Pro-Bono Careers
FOLLOW US:

Stephen P. Foley is a partner in the Tax Practice Group of Davis & Gilbert.  He has experience in all aspects of individual, corporate, and partnership (including limited liability company) taxation. He handles matters for a broad array of clients involved in mergers and acquisitions, buyout and hedge funds, start-ups, real estate, project finance and succession planning transactions. Mr. Foley's practice involves both domestic and international (including in-bound and out-bound) transactions, foreign investment in U.S. real estate and other non-U.S. businesses. He has spent a significant amount of time in Japan and has extensive affiliations with Japanese tax and accounting experts both in the United States and Japan.  For a period of more than twenty years, he has handled a significant amount of hedge fund and private equity work, from both the tax and corporate perspective. 

Mr. Foley represents major advertising and marketing companies in the United States, including Omnicom Group Inc., its various subsidiaries and divisions, including DAS, DDB Worldwide, BBDO Worldwide, TBWA/Chiat Day, Porter Novelli, Rapp Collins Worldwide, Ketchum Public Relations Worldwide, Fleishman-Hillard, and Publicis Groupe S.A.

Mr. Foley has participated in the drafting of numerous reports for the New York State Bar Association, including:

  • Tax Section reports over the past 15 years on, among other things, compensatory and non-compensatory partnership equity and option issuances, transfers of partnership interests, targeted partnership allocations and other allocations under Section 704(c) related to securities partnerships
  • A forthcoming report on the tax treatment of series limited liability companies

In addition, Mr. Foley assisted in drafting a report on Subchapter C reform for the New York City Bar Association.  In recognition of his achievements, Mr. Foley was selected as a Super Lawyer by New York Metro Super Lawyers (2009-2016).

Mr. Foley served as a judicial clerk to Lloyd F. MacMahon, Chief Judge of the U.S. District Court for the Southern District of New York from 1980-81.  He has served as a Trustee of Cornell University.  Mr. Foley was also a Note Editor of the Michigan Law Review.

Prior to joining Davis & Gilbert, Mr. Foley was a tax attorney at Simpson Thacher & Bartlett LLP.  He was also a tax partner at Shaw Pittman Potts & Trowbridge (now Pillsbury Winthrop Shaw Pittman).

REPRESENTATIVE ENGAGEMENTS

  • Represented significant clients (including the Verizon pension fund and Prudential Capital) in reviewing, from a corporate, tax, and ERISA point of view, a significant number of hedge fund, private equity, and real estate venture partnerships.
  • Represented hedge fund and private equity fund managers in establishing their funds.
  • Acted in a senior tax capacity in the planning of significant private equity and leveraged buyout transactions:
     - KKR's buyout of Beatrice (representing KKR)
     - the buyout of Uniroyal (representing Uniroyal management)
     - Merrill Lynch's buyout of Jack Eckerd (representing Jack Eckerd)
     - the buyout by Thomas Lee of SCOA (representing SCOA)
     - the buyout of Ford Aerospace by the Carlyle Group (representing the Carlyle Group)
  • Handled an international outbound restructuring of a major advertising holding company involving foreign tax credit and international reorganization tax issues.
  • Worked with major advertising holding companies on corporate, partnership, and limited liability company roll-up acquisitions over a 14-year period.
  • Successfully represented major Japanese advertising holding companies in the acquisition of U.S. advertising companies.
  • Worked with D'Arcy Masius Benton & Bowles on its combination with Leo Burnett.
  • Advised an advertising and marketing service holding company on a workout restructuring.
  • Advised a major transportation company on restructuring and net operating loss preservation.
  • Counseled the acquirer, in tandem with Merrill Lynch, in a hostile takeover of a privately held oil distribution company, involving net operating tax loss use/preservation and acquisition tax issues.

PUBLICATIONS

Author, "Something Not So Simple: Sale of S Corporation Stock or Assets for Contingent Payment Obligations," The Tax Lawyer, March 2014

PRESS

Mentioned, New York Law Journal, "As First Tenant, Proskauer Deal Includes Option to Grow, Signage," by Nate Raymond, May 19, 2010

PROFESSIONAL MEMBERSHIPS/AFFILIATIONS

American Bar Association
New York State Bar Association (Tax Section)
Association of the Bar of the City of New York

BAR ADMISSIONS

New York

EDUCATION

New York University, LL.M., 1986
University of Michigan, J.D., magna cum laude, 1980
Cornell University, B.A., with distinction, 1977


REPRESENTATIVE ENGAGEMENTS

  • Represented significant clients (including the Verizon pension fund and Prudential Capital) in reviewing, from a corporate, tax, and ERISA point of view, a significant number of hedge fund, private equity, and real estate venture partnerships.
  • Represented hedge fund and private equity fund managers in establishing their funds.
  • Acted in a senior tax capacity in the planning of significant private equity and leveraged buyout transactions:
     - KKR's buyout of Beatrice (representing KKR)
     - the buyout of Uniroyal (representing Uniroyal management)
     - Merrill Lynch's buyout of Jack Eckerd (representing Jack Eckerd)
     - the buyout by Thomas Lee of SCOA (representing SCOA)
     - the buyout of Ford Aerospace by the Carlyle Group (representing the Carlyle Group)
  • Handled an international outbound restructuring of a major advertising holding company involving foreign tax credit and international reorganization tax issues.
  • Worked with major advertising holding companies on corporate, partnership, and limited liability company roll-up acquisitions over a 14-year period.
  • Successfully represented major Japanese advertising holding companies in the acquisition of U.S. advertising companies.
  • Worked with D'Arcy Masius Benton & Bowles on its combination with Leo Burnett.
  • Advised an advertising and marketing service holding company on a workout restructuring.
  • Advised a major transportation company on restructuring and net operating loss preservation.
  • Counseled the acquirer, in tandem with Merrill Lynch, in a hostile takeover of a privately held oil distribution company, involving net operating tax loss use/preservation and acquisition tax issues.

PUBLICATIONS

Author, "Something Not So Simple: Sale of S Corporation Stock or Assets for Contingent Payment Obligations," The Tax Lawyer, March 2014

PRESS

Mentioned, New York Law Journal, "As First Tenant, Proskauer Deal Includes Option to Grow, Signage," by Nate Raymond, May 19, 2010

PROFESSIONAL MEMBERSHIPS/AFFILIATIONS

American Bar Association
New York State Bar Association (Tax Section)
Association of the Bar of the City of New York

BAR ADMISSIONS

New York

EDUCATION

New York University, LL.M., 1986
University of Michigan, J.D., magna cum laude, 1980
Cornell University, B.A., with distinction, 1977