John R. Lehrer II

Partner

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

Overview

John Lehrer provides federal income tax advice focused on domestic and cross-border mergers, business acquisitions and dispositions, joint ventures, spin-offs and tax-free reorganizations. He focuses his practice on the overall corporate structuring (domestic and international) of taxable and tax-free transactions; corporate divisions under IRC Section 355; liquidations; shareholder redemptions; entity selection; basis and E&P calculations; deemed asset purchases; tax due diligence; corporate loss limitation studies (IRC Section 382); the overall tax aspects of bankruptcy and workouts; and the consolidated return regulations. He represents clients before the Internal Revenue Service with respect to private letter rulings and all aspects of dispute resolution, including responses to preliminary information requests, assistance with the audit process and representation in matters before the IRS Appeals Division.

John serves as the Tax group coordinator for the firm’s DC office. He frequently lectures on various tax topics at seminars and institutes around the country.

Select Experience

  • 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 enabling 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.

  • 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.

  • Represented The E.W. Scripps Company in its acquisition of the Katz broadcast networks in a deal worth $302 million.

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Experience

  • 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 enabling 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.

  • 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.

  • 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 an oil and gas company purchaser in a $95 million acquisition of a technology company.

  • Represented a target hydration company in an $80 million sale of the target.

  • Represented CenterPoint Energy in its $77.5 million acquisition of Continuum Energy’s retail energy services business.

  • Represented Chesapeake Utilities Corporation in its $59.2 million acquisition of Gatherco, Inc.

  • Represented a public European company in its $49 million acquisition of a United States electro-mechanical repair business.

  • Represented CenterPoint Energy in its $40 million acquisition of Atmos Energy Marketing, LLC (AEM), a 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 Morgenthaler Partners in a stock sale of Roto-Die Company, Inc. to Sentinel Capital Partners.

  • Advised a global private equity fund on taxation structuring issues.

  • Represented a healthcare management organization in its purchase of a physician group’s medical practice.

  • Represented a debtor in connection with the sale of assets pursuant to sections 363 and 365 of the Bankruptcy Code.

  • 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.

Prior Experience
  • While working for an international energy management and consulting company, John's responsibilities included drafting consulting and confidentiality agreements, negotiating joint venture agreements with parties located in Germany and Brazil, acquiring rights-of-way for development of natural gas pipeline laterals for a natural gas-fired power plant that was under construction, assisting with the sale of an interest in a natural gas-fired power plant, and addressing legal and tax issues involved with the development of synthetic fuel manufacturing facilities under IRC Section 29.

Recognitions and Memberships

Recognitions

  • The Legal 500 United States
    • Recommended in Tax - International tax (2014, 2017)
    • Recommended in Tax - Domestic tax (2015)

Memberships

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

News

News

Press Releases

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