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May 19, 2016

Nathan W. Giesselman

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Giesselman decided while at Columbia Law School that the intricate puzzles of international tax law would be his calling. He's now one of the youngest attorneys in the last decade to make partner at Skadden. The firm moved him from New York in 2012 to help build its Silicon Valley tax practice.

"I always knew I wanted to work in business law or transactions, not litigation," Giesselman said. "I like structure, not confrontation." He said a colleague who moved west with him compared their arrival in California to the excitement of the World War II landing at Normandy. "I said maybe that wasn't the best analogy," Giesselman noted. "The guys who landed probably weren't that excited to be going ashore. But this is a wonderful place to be. New York is in my rearview mirror now, though I do miss Central Park."

He was the primary tax attorney in Broadcom Corp.'s record-breaking $37 billion acquisition last year by Singapore-based Avago Technologies Ltd. The deal utilized an innovative exchangeable partnership structure that let Broadcom shareholders elect among three types of consideration, in part to achieve their desired tax results.

"There were different constituencies to satisfy," Giesselman said. "Broadcom's founders were very tax sensitive. A broad bunch of public holders wanted cash or stock. The Avago team wanted 100 percent equity. We created a structure that let everyone select a mix of considerations to meet their own needs."

The tax aspects of Visa Inc.'s $23.4 billion acquisition and integration of Visa Europe Ltd. were also on Giesselman's agenda. Even though another firm handles the corporate side of the deal, Visa still named Giesselman to do the tax work.

Giesselman was also tax counsel on the split of Hewlett-Packard Co. into two separate entities, HP Inc. and Hewlett-Packard Enterprise. "It was exciting and fascinating to see this story of life in Silicon Valley develop," he said. "Twenty years ago, it made perfect sense for the two parts to operate together. Now it was making less and less sense. They were no longer a natural fit. As a tax planner, it was an opportunity to structure a deal that worked internationally and at home."

- John Roemer

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