Dan A. Kusnetz concentrates on tax planning for complex transactions, including mergers and acquisitions, private equity, bankruptcy, workouts, corporate restructuring and distressed asset investing, structured finance and real estate. Some of Dan’s more significant engagements and transactions, throughout a professional career spanning more than 25 years, include his recent representations of: Orchard Brands Corporation in its $410-million acquisition by Bluestem Group Inc., Cerberus Capital Management LP in the acquisition of a controlling interest in Chrysler LLC (and, later, the sale of Chrysler and its debtor subsidiaries’ assets in their Chapter 11 reorganization), a group of senior secured lenders in their acquisition and recapitalization of Chapter 11 debtor Lenox Inc., an institutional real estate investor in a $3-billion leveraged recapitalization of a real estate joint venture, and a major investment bank in connection with the formation of Argentine and Brazilian real estate private equity funds. In addition, Dan recently served as tax counsel to Lionel LLC in its successful Chapter 11 reorganization and to a major European bank in its acquisitions of controlling interests in fund-of-funds managers with over $4 billion in assets under management. Over the years, he has served as tax counsel to debtors’ and creditors’ committees in numerous Chapter 11 cases, including TWA, Drexel Burnham Lambert, Phar-Mor Drugstores, Resorts International, Bibb Companies, the New York Daily News, Seaman’s/Levitz Furniture, Ranger Industries and Mayflower Group.

Dan is a frequent speaker at Tax Executives Institute (TEI) programs and other tax seminars throughout the country and has been recognized by The Best Lawyers in America and The Legal 500 United States as a leading tax attorney. He received his B.A., cum laude, from Tulane University in 1980; his J.D., magna cum laude, from Tulane University Law School, where he was Order of the Coif and managing editor of the Tulane Law Review, in 1982; and his LL.M. in taxation from New York University School of Law 1988.

Representations

Private Equity

Representation of Orchard Brands Corporation in its $410-million acquisition by Bluestem Group Inc.

Representation of Cerberus Capital Management LP in the acquisition of a controlling interest in Chrysler LLC.

Representation of an institutional real estate investor in the $3-billion leveraged recapitalization of a real estate joint venture.

Representation of a major investment bank in connection with the formation of Argentine and Brazilian real estate private equity funds.

Tax counsel to a major European bank in the acquisitions of controlling interests in fund-of-funds (hedge and private equity) managers with over $4 billion of assets under management.

Advisor to France’s largest publisher in the acquisition of a leading U.S.-based publishing company.

Tax counsel to public company in connection with $3.65 billion worth of acquisitions, and related financing, of directory-publishing businesses.

Tax advisor to private investment funds on activist investing strategies and execution.

Formation of numerous hedge funds and private investment funds.

Representation of private equity investment funds in connection with private equity acquisitions, dispositions, the formation of investment vehicles, subsequent-round investment financings and general tax planning.

Bankruptcy and Distressed Investing

Representation of senior secured lenders in acquisition and recapitalization of Lenox Inc., a Chapter 11 debtor.

Tax counsel to Lionel LLC in successful Chapter 11 reorganization.

Prior representations: Served as tax counsel to debtors and creditors committees in numerous Chapter 11 cases over the past 20 years including: TWA, Drexel Burnham Lambert, Phar-Mor Drugstores, Resorts International, Bibb Companies; NY Daily News; Seaman’s – Levitz Furniture; Ranger Industries & Mayflower Group.

Publications

Quoted, “IRS Discussing Tax Reporting Rules on Transactions With Trade Groups,” The Deal, Feb, 28. 2018

Tax Review Papers and Presentations

“Private Equity Guide 2017 — USA”

“PATH Act: Recently Enacted Legislation Modifies the FIRPTA and REIT Rules”

“Maintaining Apartment for Parents Drags Out-of-State Resident Into New York Income Tax”

“Gazing in the Crystal Ball: The State of Corporate Tax Reform in the United States”

“Ethical Considerations in Transaction Timing: Backdating, Rescission and Amendment of Operative Agreements”

“Loss of Control: The Clash of Codes in the Battle Over a Debtor’s Net Operating Losses”

“The Economic Substance Doctrine”

“Income Accruals on Defaulted and Distressed Debt Instruments”

“The S Corporation Workout: Tax Issues Facing Financially Distressed S Corporations”

Speaking Engagements

Frequent speaker at TEI and other tax seminars throughout the country

SRZ Luncheon for Investment Manager Tax Professionals, December 2018

“New Tax Reporting Requirements for Life Settlements: What Investors and Other Market Participants Should Expect, ILMA 10th Annual Investor Summit, New York, April 2018

“CLOs, Warehouse Facilities and Risk Retention Vehicles,” SRZ 27th Annual Private Investment Funds Seminar, New York, January 2018

SRZ Luncheon for Investment Manager Tax Professionals, May 2016 

The Legal Aid Society 2016 CLE Pro Bono Training Series: Advising Micro-Entrepreneurs, February 2016

“Real Estate Funds and Ventures,” SRZ 23rd Annual Private Investment Funds Seminar, January 2014

“International Issues for Hedge Funds and Mutual Funds,” IFA 2013 USA Branch Annual Conference, February 2013

“Real Estate Funds: Terms and Trends,” SRZ 21st Annual Private Investment Funds Seminar, January 2012

“How do the Latest US Tax Proposals Affect You and Your Corporate Clients?,” ABA International Section Spring Conference, April 2010

“Distressed Investing: Deal Structuring,” SRZ 19th Annual Private Investment Funds Seminar, January 2010

“Out-of-Court Restructurings,” SRZ Distressed Investing Seminar, June 2009

“Inside the Bankruptcy Process,” SRZ Distressed Investing Seminar, June 2009

“Activist Investing Strategies,” SRZ 17th Annual Private Investment Funds Seminar, January 2008

“Activist Investing,” SRZ Hedge Fund Compliance Investment Management Hot Topics Seminar, October 2006

Memberships

  • American Bar Association
  • New York State Bar Association
  • New York City Bar Association
  • Tax Review

Distinctions

  • The Best Lawyers in America, 2010-2019
  • The Legal 500 US, 2014
  • New York Super Lawyers, 2006-2018
  • New York State Bar Association Empire State Counsel Honoree, 2013

Prior Experience

  • Partner, Jones Day, 1991-2006
  • Associate, Jones Day, 1986-1990
  • Associate, Dewey Ballantine, 1982-1986