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Rafi W. Mottahedeh

When it comes to Tax planning – the juice has to be worth the squeeze.

Contact: P /612.604.6673E /[email protected]

Education

New York University School of Law, LLM, Taxation

Northwestern University School of Law, J.D.

The University of Chicago, M.A.

The University of Chicago, B.A.

Bar Admissions

Minnesota
California

My Approach

Tax laws are inherently complex and nuanced, and finding the right solution for a client is often a marathon and not a sprint. As an endurance athlete, however, this complexity and the need to “dig deep” is tremendously satisfying. One aspect of my role as an advisor that I enjoy the most is being able to distill these complexities into concise and actionable steps for the clients I serve.

When connecting with my clients, I appreciate being able to draw on my time spent in-house as tax counsel at a major U.S. multinational company. I understand both sides of the coin and am intimately familiar with the impacts of tax advice on the bottom line. Tax attorneys are business partners to their clients, and they must understand their clients’ businesses in intricate detail. This level of understanding allows me to seamlessly integrate with the businesses I serve and to provide value-added advice to help drive results.

Prior to joining Winthrop & Weinstine, I worked at a large international law firm and later worked as tax counsel at a major U.S. multinational company.

I maintain an active pro bono practice. Outside of work, I am an avid marathon runner and triathlete.

Practice Areas

Practicing Tax

My Experience

I plan and structure complex business transactions, including mergers and acquisitions, capital markets transactions, joint ventures, and venture capital investments for investment funds, closely-held businesses, and publicly traded companies. I regularly advise companies on complex corporate tax, partnership tax and U.S. international tax questions, including the taxation of financial products, the taxation of securities offerings, Subpart F, foreign tax credit planning, and treaty planning. My dexterity with corporate tax, partnership tax, and U.S. international tax allows me to advise clients on unique strategies from a holistic perspective.

I also advise investment fund sponsors on the federal income tax matters relevant to all aspects of their business, as well as fund formation and structuring, sponsor liquidity and minority investment transactions, fund- and sponsor-level tax considerations arising from investments, mergers and acquisitions, and sponsor-level economic and tax planning and structuring.

Representative Matters

• Advised alternative asset managers with less than $50 million AUM to over $50 billion AUM with operations and investments in more than a dozen countries on the tax considerations relevant to a wide variety of asset strategies, including private equity, venture capital, hedge funds, secondaries, real estate, crypto, credit, and distressed and special situations.
• Represented Fortune 500 Company for tax matters in numerous bond offerings, including $9.7 billion bond offering.
  Represented borrowers and lenders for tax matters in syndicated credit facilities with values ranging from under $10 million to over $1 billion.
• Represented publicly traded company for tax matters in private M&A transactions totaling over $10 billion over a two-year period, with transaction sizes ranging from $60 million to $600 million.
• Represented U.S. multinational in 70 country carve-out disposition of two business lines with aggregate transaction consideration of over $1.7 billion.
• Represented family-owned business in $30 million leveraged dividend recap.
• Represented privately-held consumer business in $75 million sale to private equity fund.
• Represented real estate developer for tax matters in joint ventures ranging from $10 million to $600 million.
• Represented capital partner for tax matters in real estate joint ventures ranging from $60 million to $400 million.

Please note that some of the transactions listed above were done at a prior firm.

Also experienced in

General Corporate

Private Equity

Tax Credit Financing & Syndication

Private Investment Funds

Honors & Awards

Albert E. Jenner Pro Bono Award

Associations & Memberships

American Bar Association - Section of Taxation

Council Director, 2023-2026
Committee Chair, 2020-2022
Nolan Fellow
Diversity Mentor, Loretta Collins Argrett Fellowship

National LGBT Bar Association