John R. Lehrer II

Partner

Washington, D.C.
T +1.202.861.1620
F +1.202.861.1783

Overview

John represents public and private companies on tax aspects of tax-free and taxable corporate and partnership transactions, including cross-border and domestic mergers and acquisitions, spin-offs, joint ventures, financings, internal and external restructurings and divestitures, as well as insolvent companies in preserving net operating losses and other tax attributes. John is recognized as a go-to tax attorney for a number of industries, including hospitality and media.

John is the Tax Group Leader for BakerHostetler's Washington, D.C. office. He has a broad-based federal tax practice that focuses on "one-off" business acquisition and disposition transactions but, unlike many M&A tax attorneys, John continues to act as outside general tax counsel assisting the C-suite and the internal tax team with day-to-day matters after the deal is done. His practice also includes representing clients before the IRS and other taxing agencies and both assisting tax controversy matters and obtaining client-specific guidance from taxing agencies. John's legal background is unique, as he has worked in-house as Deputy General Counsel for an international energy management and consulting company and managed an operational business unit for the company. He also worked in the national office of a Big Four accounting firm, focusing on M&A transactions. This experience positions John to view matters through the client's lens and provide strategic advice for their unique situation.

Select Experience

  • Lead tax counsel to the Official Committee of Tort Claimants, which represents the interests of over 70,000 victims of Northern California wildfires in the chapter 11 reorganization of Pacific Gas and Electric Company and PG&E Corporation. PG&E is the largest bankruptcy case ever filed in California and the sixth largest case ever filed in the United States.
  • Oversaw comprehensive restructuring of a public company materials manufacturer’s international corporate structure involving dozens of entities located in more than 25 countries to realign ownership and intercompany indebtedness. The project required coordination among local counsel and corporate and tax advisors and strict adherence to cascading deadlines in each jurisdiction.
  • Advised a multinational hospitality company on international tax structuring in Asia, Europe, Australia and Latin America, including intellectual property matters, transfer pricing, exit tax and foreign tax credit planning. Structured a tax-sharing agreement that resulted in tax attributes to enable the structuring of the company’s brand names and utilized holding company structures overseas. Work with the company also included representation against the IRS in an underlying tax controversy.
More »

Experience

  • Lead tax counsel to the Official Committee of Tort Claimants, which represents the interests of over 70,000 victims of Northern California wildfires in the chapter 11 reorganization of Pacific Gas and Electric Company and PG&E Corporation. PG&E is the largest bankruptcy case ever filed in California and the sixth largest case ever filed in the United States.
  • Oversaw comprehensive restructuring of a public company materials manufacturer’s international corporate structure involving dozens of entities located in more than 25 countries to realign ownership and intercompany indebtedness. The project required coordination among local counsel and corporate and tax advisors and strict adherence to cascading deadlines in each jurisdiction.
  • Advised a multinational hospitality company on international tax structuring in Asia, Europe, Australia and Latin America, including intellectual property matters, transfer pricing, exit tax and foreign tax credit planning. Structured a tax-sharing agreement that resulted in tax attributes to enable the structuring of the company’s brand names and utilized holding company structures overseas. Work with the company also included representation against the IRS in an underlying tax controversy.
  • Lead tax attorney representing The E.W. Scripps Company in its $2.65B acquisition of Ion Media Networks, Inc.
  • Lead tax attorney representing Marriott Vacations Worldwide in its acquisition of Welk Resorts.
  • Lead tax attorney representing the Wilf Family in the purchase of the Orlando City Soccer Club and Orlando Pride.
  • Lead tax attorney representing Blue Point Capital Partners in its acquisition of Transtar Holding Company.
  • Lead tax attorney representing the owners of City Brewing Co. in their sale to Pabst Brewing Co.
  • Lead tax attorney representing The E.W. Scripps Company in its sale of Triton Digital to iHeartMedia.
  • Represented The E.W. Scripps Company in the merger of its broadcast assets with those of Journal Communications and the spinoff of its newspaper business.
  • Lead tax attorney representing News Corp. in its acquisition of Investor Business Daily.
  • Lead tax attorney representing The E.W. Scripps Company in its sale of the Stitcher podcasting business to SiriusXM for $325 million.
  • Represented The E.W. Scripps Company in its acquisition of the Katz broadcast networks in a deal worth $302 million.
  • Represented a private equity investor in negotiating and documenting a $200 million joint venture to create a new automotive original equipment manufacturer in the United States.
  • Represented The E.W. Scripps Company in its $110 million purchase of two television stations from Granite Broadcasting Corporation.
  • Represented a public company in connection with restructuring of $100 million of Australian debt.
  • Represented CenterPoint Energy in its $77.5 million acquisition of Continuum Energy’s retail energy services business.
  • Represented Lincoln Electric Holdings Inc. in its acquisition of Rimrock Holdings Corporation and EASOM Automation Systems, Inc.
  • Lead tax attorney in connection with MPE Partners’ acquisition of Plastic Components, Inc.
  • Represented a healthcare management organization in its purchase of a physician group’s medical practice.
  • Represented a major tobacco company in connection with an IRS controversy related to a significant complicated accounting method issue.
  • Representing a captive insurance company manager in an IRS promoter examination.
  • Advising public companies on foreign bank account reporting compliance matters.
  • Represented Schlumberger Ltd. in its acquisition of Omron Oilfield and Marine, Inc.

Recognitions and Memberships

Recognitions

  • The Legal 500 United States
    • Recommended in Tax - U.S. Taxes: Non-contentious (2019 to 2021)
    • Recommended in Tax - International tax (2013, 2017 to 2019)

Memberships

  • American Bar Association: Section of Taxation
  • DC Bar Association: Tax Section
  • The Tax AdviserEditorial Board (2009 to 2014)
  • American Resort Development Association: Trustee

News

News

Press Releases

Pro Bono

  • Special Olympics

Featured Video

$2 Trillion CARES Act Provides Significant Tax and Workforce Relief for Businesses, Individuals
Play Video

Hear an analysis of the $2 trillion CARES Act, which was signed by President Trump on March 27, 2020.

Prior Positions

  • PricewaterhouseCoopers LLP, Washington National Tax Office: Mergers and Acquisitions Group (2004 to 2007)
    • Manager
    • Senior Associate
  • Pace Global Energy Services, LLC (1999 to 2004) 
    • Vice President
    • Deputy General Counsel
    • Associate General Counsel

Admissions

  • U.S. Court of Appeals, Fourth Circuit, 1999
  • U.S. Tax Court, 2003
  • District of Columbia, 2008
  • Virginia, 1999
  • Maryland, 1999

Education

  • LL.M., Taxation, Georgetown University Law Center, 2006, with distinction
  • J.D., George Mason University School of Law, 1999
  • B.S., Finance, Virginia Polytechnic Institute and State University, 1996
  • B.S., Management, Virginia Polytechnic Institute and State University, 1996

Blog

In The Blogs

Previous Next
Pillar and Post: Energy Law in the 21st Century
Easing the Path Toward Carbon Sequestration: Revenue Ruling 2021-13
By John R. Lehrer II
August 26, 2021
On July 1, 2021, the IRS released Revenue Ruling 2021-13 (Rev. Rul. 2021-13). That ruling (i) provided an example of the functionality-based definition of carbon capture equipment found in final Section 45Q Treasury Regulations; (ii) held...
Read More ->
Pillar and Post: Energy Law in the 21st Century
President Biden's Plan for the Carbon Sequestration Tax Credit
By John R. Lehrer II
August 25, 2021
Investment in Section 45Q tax partnerships may soon increase rapidly as the Biden administration aims to increase the Section 45Q tax incentive for carbon capture, utilization and sequestration.[1] Specifically, President Biden’s American...
Read More ->
Pillar and Post: Energy Law in the 21st Century
Monetizing the Section 45Q Tax Credit: The Key to Carbon Sequestration
By John R. Lehrer II
August 23, 2021
If there is to be rapid progress in limiting the increase of carbon dioxide (CO2) in the atmosphere, it will depend substantially on federal tax credits and state incentives for carbon capture and storage. For now, carbon capture and...
Read More ->