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William R Skinner Headshot

William R. Skinner

Partner
Tax

Will Skinner focuses his practice on corporate tax planning and transactions, including mergers and acquisitions, financings, spins, restructurings, partnerships, and licensing matters. Will draws on extensive experience with technology and life sciences transactions to shape tax structures in pursuit of clients’ business goals. Will also provides corporations with standalone tax advice, including formal and informal opinions on technically challenging tax issues in Subchapter C, U.S. international tax and other areas.

During his 20 years in practice, Will has handled dozens of complex, multibillion-dollar transactions, and worked with leading software, fintech, and life sciences companies on their internal tax planning. Willing to cross silos, Will’s reach spans different areas of federal income tax in order to provide clients with effective tax advice. In his recognition from Chambers, one multinational client described Will as a “highly sophisticated professional with a broad tax vision.”

Will is a lifelong resident of the San Francisco Bay Area, having attended both UC Berkeley and Stanford for undergrad and law school, respectively. Before entering private practice, Will clerked for the Honorable Carlos T. Bea on the U.S. Court of Appeals for the Ninth Circuit in San Francisco.

Sellside Transactions:

  • Smartsheet in its $8.4 billion acquisition by Blackstone and Vista Equity Partners
  • Redfin in its pending $1.75 billion stock for stock merger with Rocket Companies
  • Niantic in its pending $3.5 billion acquisition by Scopely and PIF
  • Cupertino Electric in its $1.54 billion acquisition by Quanta Services
  • Figma in its proposed $20 billion acquisition by Adobe for stock and cash (transaction mutually abandoned by both parties)
  • DX in its $1 billion acquisition by Atlassian

Buyside Transactions:

  • Stripe in acquisitions of Metronome and Privvy
  • Gusto in its acquisition of Guideline
  • CareDx in its acquisition of Naveris
  • DayOne in its acquisition of Mersana

Corporate Divestitures:

  • Symantec in the $10.7 billion sale of its enterprise security assets to Broadcom
  • Etsy in its pending $1.2 billion sale of DePop to eBay

Life Sciences

  • Morphic Holdings in its $3.2 billion acquisition by Eli Lilly
  • Day One Biopharmaceuticals in its $2.5 billion acquisition by Servier
  • Stoke in its strategic collaboration with BioGen

Financings

  • Coinbase Global in its $1.1 billion convertible debt offering and Bill.com in its $1.4 billion convertible debt offering
  • CoreWeave in its $650 million and $642 million minority investment transactions
  • Metropolis Technologies Inc. in its $1.7 billion financing for its acquisition of SP Plus and $1.65 billion debt and equity financing transaction



International Tax Planning

  • Advised pharmaceutical company on supply chain restructuring and opined on subpart F manufacturing exception
  • Developed cross-border intellectual property ownership structures for software for clients in the enterprise software and gaming sectors
  • Led and/or executed IP migration transactions for hardware, software, biotech and autonomous vehicle companies
  • Analyzed application of Base Erosion and Antiabuse Tax to intercompany transactions
  • Advised on internal restructurings to create and domesticate international holding companies, repatriate foreign earnings and plan for dissolution of insolvent subsidiaries

Controversy

  • Represented over a dozen major corporations at IRS Appeals on issues ranging from foreign tax credits, source of income / allocation of expense, subpart F, worthless stock loss, Section 199, withholding and tax accounting issues
  • Defended Section 199 claims at the IRS audit, Appeals and Tax Court litigation levels, including particularly those involving software

Corporate Planning

  • Advised on numerous cross-border technology company acquisitions and related IP integration planning
  • A public company in complying with Tax Matters Agreement following a § 355 spin, including issuing several tax opinions
  • Advised marketplace lenders and their investors on effectively connected income and other financial products issues