Lisa C. Merrill has substantial experience in working with clients to develop partnership, limited liability company, corporate and business entity structures designed to facilitate capitalization, financing, tax, and management objectives. She assists clients in a wide variety of transactions affecting business entity operations, including the transfer, sale, redemption or recapitalization of partnership, corporate and limited liability company interests, mergers, divisions and liquidations. Lisa also regularly advises clients on a broad range of federal and state income tax issues. Lisa has extensive experience in the formation, operation, merger, and dissolution of nonprofit entities including charities, private foundations, civic leagues and trade organizations and regularly provides advice on matters relating to unrelated business taxable income, excess benefit transactions, and deferred compensation as well as state law governance and fiduciary duty issues.

Representative Matters

  • Assisted client with preparation of the corporate governance documents necessary to secure educational accreditation, designing and implementing necessary internal procedures to avoid conflict of interest, self-dealing and excess benefit transactions and preparation and prosecution of the client’s Application for Recognition of Exemption under IRC 501(c)(3).
  • Assisted the client with removal of a high level executive who was also a significant shareholder in the company, involving a prolonged and contentious negotiation over the value of the stock for buy out purposes, requiring detailed and complex analysis.
  • Assisted the client in a complete overhaul of the entity structuring for this hotelier client and position the client for a private equity offering.
  • Advised concerning year-end multi-country corporate restructuring for South American investors of $72 million in real estate and other assets, which were located in six jurisdictions (France, Panama, Peru, Massachusetts, Florida and Colorado) and transferred to a new holding company.
  • Represented Voxx International Corporation in its $20 million acquisition, through Newco, a Delaware LLC, of 54 percent of the assets of EyeLock, Inc., a Puerto Rico corporation, and EyeLock Corporation, a Delaware corporation, and a wholly-owned subsidiary of EyeLock, Inc.
  • Represented a private investment company focused on casino operators and suppliers in (i) rolling up its various gaming equipment finance businesses, (ii) completing a reverse takeover of a Canadian public shell company, and (iii) completing a public offering of $10 million of common stock and $10 million of secured convertible debentures.
  • Represented Quest Diagnostics in the sale of a stream of royalty revenue from commercialization of the drug candidate Ibrutinib to Royalty Pharma for $485 million in cash.
  • Represented a client in obtaining a private letter ruling from the IRS on the income tax consequences of a corporate restructuring.
  • Coordinated a multi-state transfer tax analysis in connection with the acquisition of an extensive real estate portfolio, including related transactions structuring.
  • Represented a client in the acquisition of a $250 million land development.
  • Represented a client in the formation of a $450 million real estate investment fund.
  • Represented a client in the acquisition of a $600 million real estate portfolio.
  • Represented a client with respect to structuring a gift to fund capital improvements for a nonprofit.
  • Represented a client in a $350 million venture restructure with a new investor.

Areas of Practice

  • Taxation
  • Entity Structuring and Implementation
  • Business Operations
  • Exempt Organizations

Admissions

  • California
  • U.S. District Court for the Southern District of California
  • U.S. Tax Court
  • U.S. Court of Federal Claims

Education

  • University of Oregon School of Law, J.D., 1986
    - Order of the Coif
  • University of Oregon, M.S., 1983
  • Wagner College, B.S., magna cum laude, 1981

Experience

  • Duane Morris LLP
    - Special Counsel, 2012-present
  • DLA Piper, 1986-2012

Honors and Awards

Professional Activities

  • The State Bar of California
  • San Diego County Bar Association

Selected Publications