Ruth N. Holzman
Partner
- T:
- +1 310 734 5214 (Century City)
- F:
- +1 310 734 5299 (Century City)
- E:
- rholzman@reedsmith.com
- Vcard
Ruth is a partner in the Tax Group. Her practice focuses on the tax aspects of corporate and real estate transactions, including business formations, mergers and acquisitions, tax-free reorganizations and spin-offs, business dispositions, debt and equity financings and restructurings, lending transactions, real estate acquisitions, dispositions and tax-deferred exchanges, and real estate restructurings and loan workouts. She also is experienced in tax planning for start-up and emerging growth companies, as well as passthrough entities such as limited liability companies, partnerships and S corporations. She has advised clients in a wide range of industries including renewable energy, biofuels, media and technology, entertainment, telecommunications, manufacturing, food, medical device, biopharmaceutical, healthcare, financial services, venture capital and private equity funds and real estate development. She also counsels numerous tax-exempt organizations on a multitude of tax and nonprofit corporate law issues.
Ruth was featured in the December 1999 cover story of San Francisco Attorney, "Through the Looking Glass: A Selection of Women From Boalt Hall's Remarkable Class of 1977 Reflect on a Quarter Century in the Law." She was also profiled in the ABA Journal twice - in the May 2001 issue in the story "Life in Question: How Five Lawyers Worked Out Answers of Their Own," and in the July 2006 issue in the story "Life in Question…Continued." Ruth was also selected by her peers and the publishers of Law & Politics and Los Angeles Magazine as one of Southern California's "Super Lawyers" for 2006.
Representative Matters
- Structured the formation and $15 million capitalization of a new U.S. limited liability company that will acquire a foreign manufacturing company's new media technology, and advised on the tax structure of the company's foreign operations
- Advised on the $21 million sale by a U.S. distribution company of DVD distribution rights to a major entertainment conglomerate
- Advised Radiator Express Warehouse, the largest distributor of car radiators in the United States with over 250 franchisees all managed by a complex proprietary software system, in restructuring over $22 million of debt and new equity financing.
- Structured the formation by U.S. investors of a foreign start-up company that will own the distribution rights to certain drugs in eastern Europe
- Structured the formation and capitalization of a U.S. limited liability company by an investor group to acquire the assets of a laser company in bankruptcy
- Advised a food service company on the restructuring and recapitalization of $6 million of existing debt into equity
- Structured investment bank's equity compensation in connection with the merger of two offshore gaming companies
- Structured initial and follow-on venture capital investments in a start-up limited liability company in the "clean tech" industry
- Advised an offshore private equity fund on the U.S. tax consequences of the merger of one of its portfolio companies with a Chinese public company
- Structured a joint venture between a solar power developer and a public utility company to minimize the tax consequences of a grant from the U.S. Department of Energy
- Advised small-cap public company on a recapitalization to eliminate outstanding warrants in preparation for a new round of equity financing
- Structured a joint venture between a SBIC and a fund manager to act as the general partner of a new venture capital fund
Publications
- Co-author, "IRS Issues Guidance on Application Process for New Tax Credits and Cash Grants for Small Biotech Companies," Reed Smith, Tax Alert 10-120 (May 26, 2010)
- Quoted, "Biotech Tax Credit Guidelines Clarify That All Qualifiers Will Receive An Award," The Pink Sheet (May 24, 2010)
- Quoted, "Feds Outline Rules for Snagging Part of $1B Tax Credit Program," BioWorld Today (May 24, 2010)
- Quoted, "Industry Eagerly Awaits Details of New Therapeutic Discovery Tax Credit," The Pink Sheet (May 17, 2010)
- Quoted, "Prepare Now; Biotech Tax Credit for Research May Go Quickly," BioWorld Today (April 19, 2010)
- "New Tax Subsidy for Small Biotech Companies Included in Health Care Reform," Reed Smith, Tax Alert 10-077 (April 16, 2010)
- "Tax Refunds from NOL Carrybacks Create a Window of Opportunity for Lenders," Reed Smith, Commercial Restructuring and Bankruptcy Alert (February 2010)
- Co-Author, Significant Tax Changes Included in Administration’s Fiscal Year 2011 Budget Proposal," Reed Smith, Tax Alert 10-038 (February 15, 2010)
- Co-Author, "Treasury Department Issues Surprising New Guidance Allowing Cash Grants in Connection With Leases of Renewable Energy Property To Tax-Exempt Entities," Reed Smith, Energy Alert 10-035 (February 11, 2010)
- Co-Author, "NOL Carrybacks for Businesses Large and Small – A Narrow Window of Opportunity, Reed Smith, Tax Alert 09-296 (November 18, 2009)
- Co-author, "IRS Modifies Safe Harbor Rules for Renewable Energy Projects Utilizing Partnership Flip Structure," Reed Smith, Energy Alert 09-263 (September 23, 2009)
- Co-author, “IRS Issues Guidance on Application Process for Tax Credits for Manufacturers of Renewable Energy Property,” Reed Smith, Energy Alert 09-236 (August 18, 2009)
- Co-author, “Proposed Legislation Would Provide Exemption from Passive Activity Limitations for Qualified Wind Facilities, Extend Cash Grants in Lieu of Tax Credits,” Reed Smith, Client Alert 09-221 (July 29, 2009)
- Co-author, “Treasury Department Issues Guidance on Electing Cash Grants in Lieu of Production or Investment Tax Credits,” Reed Smith, Energy Alert 09-211 (July 15, 2009)
- Quoted, "Obama Officials Detail Grants For Large Clean Tech Projects," Los Angeles Daily Journal (July 10, 2009)
- Co-author, "Effect of the Recovery Act on Renewable Energy Projects," Reed Smith, Energy Alert 09-040 (February 2009).
- Co-author, "The American Recovery and Reinvestment Act: Tax Incentives for Business," Reed Smith, Tax Alert 09-045 (February 2009).
- "Expert Advice: Tax Reporting After Settlement," in California Lawyer, Vol. 28, No. 12 (December 2008)
- "New Tax Incentives and Extensions for Renewable Energy Included in Financial Rescue Bill," Reed Smith, Client Alert 08-180 (October 2008)
- "Congress Enacts Five-Year Extension of Tax Incentives for Green Buildings," Reed Smith, Environmental E-Flash Bulletin (October 9, 2008)
- "California Adopts New Green Building Code Impacting Developers, Lenders and Tenants," Reed Smith, Environmental E-Flash Bulletin (August 7, 2008)
- "IRS Establishes Safe Harbor For Section 45 Credits Claimed By Partners of Wind Energy Partners," Reed Smith, Energy E-Flash Bulletin, (October 25, 2007)
- "New Tax Incentives for 'Green' Buildings Have Owners Seeing Green," in the ABA's The Construction Lawyer, Vol. 27, No. 3 (Summer 2007); an earlier version appeared in Reed Smith, The Critical Path, Vol. VII, No. 2, (Fall 2006).
- "IRS Issues Guidance on New Tax Break for U.S. Film and Television Productions," featured in the February 13, 2007 issue of Adlaw by Request, www.adlawbyrequest.com
- Co-author, "Drawing Lines in the Sand Between More Transparency in Reporting and Privileged Tax Advice," Reed Smith, Commercial Restructuring & Bankruptcy Alert, Vol. II, No. 8, (December 2006), also in Reed Smith Client Bulletin, Bulletin 06-26, (September 2006)
- "The 2003 Tax Bill - What it means to you," Reed Smith Client Bulletin, Bulletin 03-54, (July 18, 2003)
- "IRS Process for Distribution of IRS Checks," Crosby Heafey Memorandum, (July 1, 2001)
Speeches / Presentations
- “Tax Incentives for Clean Energy: Preparing for Life After the Stimulus Act,” West Legal Works webcast, 3/11/09
- “FIN 48 and Tax Transparency: What Clients Need to Know,” Reed Smith webinar, 5/2/07
Experience
| 2003 | Reed Smith |
|---|---|
| 2000 | Crosby Heafey Roach & May (combined with Reed Smith in 2003) |
| 1981 | Sanders, Barnet, Goldman, Simons & Mosk |
Legal Education
| 1977 | J.D., University of California, Berkeley, Boalt Hall School of Law Order of the Coif Phi Beta Kappa Note and Comment Editor of the California Law Review |
|---|
Undergraduate Education
| 1974 | A.B., University of California at Berkeley |
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Professional Admissions / Qualifications
- California
Professional Affiliations
- Beverly Hills Bar Association (Business Law and Tax sections)
- Los Angeles County Bar Association (Business Law and Tax sections)
Pro Bono
- Received the Los Angeles Urban League's 2008 Community Service Award for leading a Reed Smith pro bono team that helped put in place a new education partnership (Greater Crenshaw Education Partnership) to run Crenshaw High School in south Los Angeles under an MOU that Ruth's team successfully negotiated with the LA Unified School District