Lisa C. Merrill is a transactional tax attorney with over 30 years of experience. She regularly works with clients to develop partnership, limited liability company, corporate and business entity structures designed to facilitate capitalization, financing, tax, and management objectives. Lisa 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, and advises clients on a broad range of federal and state income tax issues as well as California real property taxation. Lisa also has extensive experience in the nonprofit space, including the formation, operation, merger, and dissolution of nonprofit entities such as 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.
Because of her extensive experience, Lisa is member of the firm's Education Group and advises clients in the education industry on nonprofit matters, including formation, operations, mergers, dissolutions and other corporate changes. She also works with attorneys in the firm’s Energy and Public-Private Partnership Groups on matters such as limited liability company structuring and formation and advice on the availability of tax incentives, benefits and credits. Finally, Lisa regularly advises private equity funds on tax issues relative to structuring, formation and disclosure.
- Represented a foreign family office in a $5 million Series C investment in a US-based leading global provider of parcel delivery software and hardware to businesses in the U.S. and Europe.
- Represented Lovett Commercial, a Houston-based commercial real estate developer, in the closing of Phase 2 of financing which consisted of $11.8 million in New Markets Tax Credit financing, a $25 million bridge loan from Cedar Rapids Bank & Trust, and a $40 million opportunity fund investment for the $150 million historic renovation of the former Houston Post Office Building, a mixed-use development to house a music venue, retail spaces and rooftop urban farm.
- Assisted client with preparation of the corporate governance documents necessary to secure educational accreditation, design and implementation of 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 positioned 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 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.
- Coordinated a multi-state transfer tax analysis in connection with the acquisition of an extensive real estate portfolio, including related transaction structuring.
- 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 $75 million gift to fund capital improvements for a nonprofit.
Areas of Practice
Limited Liability Companies and Partnerships
Pass Through Entity Equity Compensation
Entity Structuring and Implementation
- U.S. District Court for the Southern District of California
- U.S. Tax Court
- U.S. Court of Federal Claims
- 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
- Duane Morris LLP
- Special Counsel, 2012-present
- DLA Piper, 1986-2012
Honors and Awards
- AV Preeminent® Peer Review Rated by Martindale-Hubbell®
- The State Bar of California
- San Diego County Bar Association
Co-author, "Time to Update Partnership and Operating Agreements Under New Audit Rules," Duane Morris Alert, January 23, 2018
Co-author, "New Pass-Through Entity Deduction Delivers Tax Relief and Complexity," Duane Morris Alert, January 8, 2018