Adam_Fred

Fred J. Adam

Fred Adam is a trusted business advisor who helps public and private multinational, investment fund and fund portfolio companies, and early-stage emerging market companies navigate the complex tax issues they often face. In particular, Mr. Adam advises clients—including those in the pharmaceutical, life sciences, medical device, technology, private equity and financial services, real estate and retail industries—on the taxation and structuring involved in international and domestic tax planning and advisory matters, fund formation and investment transactions, private equity investments, and domestic and international mergers and acquisitions. Mr. Adam has led countless multi-jurisdictional transactions and planning/advisory projects, and his experience includes projects and matters that have touched nearly every country around the world. 

Mr. Adam’s experience also includes international outbound and inbound tax planning, international restructurings, international tax matters relating to global business model planning and tax efficiency projects, transfer pricing, financial services, and pre- and post-transaction integration structuring. He also has significant experience relating to tax controversy matters. In addition, 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 and recapitalizations, as well as venture capital and early-stage investments. 

Mr. Adam has authored 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 US financing transactions.

Prior to joining WilmerHale, Mr. Adam had 27 years of professional experience, which includes having been a partner at other large international law firms with offices in Palo Alto, as well as having been a principal in a Big Four accounting firm. After receiving his LLM, Mr. Adam served as an attorney-advisor to the Honorable William M. Fay of the United States Tax Court in Washington DC. He then started his private firm career—mentored by Charles Rettig, the current IRS Commissioner—at what was then known as Hochman, Salkin & DeRoy LLP, a premier tax boutique law firm nationally renowned for tax controversy matters.

Mr. Adam is a member of the Friends of Cal Crew, an endowment management organization that supports and celebrates the UC Berkeley Rowing Program. He is also an avid road cyclist.

Experience

  • 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 for their worldwide operations.
    • Regularly serves in the role as outside “tax director” for early-stage and emerging market companies.
    • Annually provides transfer pricing advisory and documentation services to clients of all sizes, with a focus on practical compliance services for pre-profit global companies.
    • Engaged by multiple investment fund, private equity fund and venture capital fund clients for 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 US 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 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 address foreign royalty withholding tax issues.
    • 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 more than 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 billion 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 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 a professional services firm in connection with a $120 million acquisition/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.
    • Advise clients regarding issues unique to S corporations.
    • Represented a commercial kitchen supply and design corporation in $100 million multi-acquisition transaction and initial public offering. Negotiated simultaneous acquisitions 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 a professional printing services firm in 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 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 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 tax and tax indemnity provisions of purchase agreement.
    • Represented international software company in preparation for domestication into the United States.
    • 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.

Insights & News

Credentials

  • Education

    • LLM, Taxation, New York University School of Law, 1993

    • JD, University of Denver Sturm College of Law, 1992

      Staff Editor, Denver University Law Review
    • BA, Political Economies of Industrial Societies, University of California, Berkeley, 1986

  • Admissions

    • California

    • New York

Credentials