Paul W. Oosterhuis

Mr. Oosterhuis has extensive experience in mergers and acquisitions, post-acquisition integration, spin-offs, internal restructurings and joint ventures. He also represents multinational companies in nontransactional international tax planning and assists clients in resolving high-stakes, complex tax controversies.

Mr. Oosterhuis has been ranked in the top tier of Chambers USA each year since the guide was first released in 2003. In addition, he repeatedly has been selected for inclusion in Chambers Global, Tax Directors Handbook, The Legal 500 U.S., Who’s Who Legal: Corporate Tax, IFLR1000 and The Best Lawyers in America. He also was named to the Washingtonian’s 2022 Top Lawyers Hall of Fame in recognition of being included in its Top Lawyers list at least 10 out of the past 15 years. In addition, he was previously named a BTI Client Service All-Star.

For the past several years, Ms. Oosterhuis has been actively involved in U.S. and international tax policy matters. In addition to writing and speaking on various topics, he has testified before Congress on U.S. tax reform and base erosion and profit shifting, or BEPS, issues. He also represented clients in working with congressional staff to develop various international provisions of the 2017 Tax Cuts and Jobs Act, as well as with Treasury and IRS staff in developing regulations and implementing those provisions. In addition, he is an active participant in the ongoing OECD efforts related to the tax challenges arising from the digitalization of the economy.

Mr. Oosterhuis has been involved in the tax aspects of some of Skadden’s most significant transactions. Representative cross-border mergers and acquisitions include:

• Daimler-Benz AG in its $38.3 billion merger with Chrysler Corporation, forming DaimlerChrysler AG. This deal was the first German/American stock-for-stock merger and was named 1998’s Deal of the Year by Investment Dealers’ Digest
• IBM Corporation in its $3.5 billion acquisition of PwC Consulting firms around the world from PricewaterhouseCoopers. This deal was selected as Technology Deal of the Year for 2002 by International Financial Law Review
• Pfizer Inc. in its proposed combinations with Astra-Zeneca Ltd. and Allergan plc

Representative domestic mergers and acquisitions include:

• Schering-Plough Corporation in its $41 billion acquisition by Merck & Co., Inc.
• Hewlett-Packard Company in its $13.9 billion acquisition of EDS
• Pfizer Inc. in its $68 billion acquisition of Wyeth. This was named Americas Deal of the Year at the Americas M&A Awards by mergermarket and Financial Times

Representative spin-offs include:

• Hewlett-Packard Company in the spin-off of its scientific and medical-testing instrument business into a separate publicly traded company called Agilent Technologies Inc.
• Pfizer Inc. in the carve-out of its animal health business into a separate publicly traded company called Zoetis Inc. via a $2.6 billion initial public offering. Skadden also represented Pfizer Inc. in the tax-free split-off (valued in excess of $13 billion) of its remaining 80% interest in Zoetis Inc.
• Hewlett-Packard Company in the split-up of its computer and printer businesses and its corporate hardware and services operations into two separate companies. This was one of the largest spin-offs ever, which gave rise to two publicly traded companies, each with more than $50 billion in annual revenue

In addition to specific transactions, Mr. Oosterhuis has played a key role in internal restructurings including:

• the board committee of The Royal Dutch/Shell Group of Companies with U.S. tax advice in connection with the company’s restructuring to form Royal Dutch Shell plc
• General Electric Capital Corporation in the restructuring and the sale by General Electric Company of most of GE Capital’s assets
• Visa Inc. and Visa U.S.A., Inc. with the U.S. tax aspects of its global restructuring to form Visa Inc

He also represents clients in audits and appeals before the IRS, including on transfer pricing matters. Mr. Oosterhuis has negotiated, on behalf of clients, various advance pricing agreements, prefiling agreements and competent authority agreements. He has been involved in some of Skadden’s most significant tax controversy and litigation matters including:

• GlaxoSmithKline plc and its U.S. affiliate, GlaxoSmithKline Holdings (Americas) Inc., as settlement counsel in the $3.4 billion settlement of a transfer pricing dispute with the IRS. This case was the biggest in the history of the IRS in terms of both the original amount sought by the IRS and the settlement amount
• Ingersoll-Rand in resolving a complex dispute with the IRS over the treatment of intercompany debt. Under the resolution, the IRS released claims for more than $1 billion of tax and penalties
• Hess Corporation with respect to HOVENSA, a St. Croix petroleum refinery joint venture between Hess Corporation and Petroleos de Venezuela, in multiple lawsuits against the government of the U.S. Virgin Islands related to income tax refund and deficiency actions involving nearly $3 billion

Mr. Oosterhuis is a frequent speaker and author on international tax law developments. In addition to regularly authoring Skadden’s publications, he is author (or co-author) of several articles.