J. Phillip Adams
Taxation of Corporate Transactions, Media Industry Taxation, Federal Tax Controversies, Executive Compensation
Phillip Adams is of counsel to the firm and a Professor from Practice on the faculty of the University of Michigan Law School, where he teaches courses in the area of federal taxation of business enterprises. Mr. Adams has been engaged in corporation tax law for more than 35 years, during which he has focused on developing innovative, practical solutions to difficult structuring problems arising in complex corporate transactions. For example, Mr. Adams represented General Motors in its acquisition of Electronic Data Systems, and he was the tax attorney on the team that designed and implemented the first “tracking stock” as part of that transaction. He represented IBM in its acquisition of the worldwide consulting business of PricewaterhouseCoopers. Mr. Adams also advised Applera Corporation in the $6.7 billion sale of the outstanding shares of its Applied Biosystems Group to Invitrogen Corporation and in connection with the $1.3 billion spin-off of its diagnostics and medical testing business into a separate publicly traded company.
Mr. Adams’ experience also extends to complex international corporate transactions. He represented News Corporation in partnership with Permira Advisers Ltd., a private equity firm in the United Kingdom, in their $3.7 billion going-private acquisition of NDS Group plc, a provider of digital technology and services to pay television operators in the United Kingdom. He also represented News Corporation in its $11.5 billion proposed, but terminated, acquisition of the remaining stake it did not already own in British Sky Broadcasting Group plc and in the complex series of transactions pursuant to which it acquired a significant stake in DirecTV as part of the separation of that company from General Motors. In addition, he advised Dow Jones & Company Inc. in its joint venture with CME Group to operate a global financial index services business and in the $309 million sale of its one-third interest and certain intellectual property rights in STOXX Limited (Switzerland) to its joint venture partners Deutsche Börse AG (Germany) and SIX Group AG (Switzerland).
From 1991 to 1996, Mr. Adams was resident in the firm’s Washington, D.C. office, where he represented clients in disputes with the IRS and before the Treasury Department and the congressional tax-writing bodies, and also continued his corporate transaction practice. In 1996, Mr. Adams joined Westinghouse Electric Corporation as General Tax Counsel, and was a key member of the executive team that transformed that company into the media giant CBS Corporation, prior to its merger with Viacom, Inc.
Mr. Adams rejoined the firm as a senior partner in the New York office in 1999 and became of counsel to the firm in January of 2012. In that capacity, he consults on tax aspects of corporate transactions and issues related to taxation of business enterprises.
Mr. Adams has lectured frequently on various topics relating to taxation of corporate transactions, and prior to his appointment to its faculty was an adjunct professor of law at the University of Michigan Law School. He also has served as an adjunct professor of law at the Louisiana State University Paul M. Hebert Law Center.
LL.M. (in Taxation), New York University, 1979
J.D., University of Michigan, 1972
B.A., Louisiana State University, 1969