Gregory W. Gallagher, P.C.

Of Counsel Tax

Chicago

Gregory W. Gallagher, P.C.

Overview

As of counsel in Golden Flag 's Chicago tax group, Gregory W. Gallagher's practice focuses primarily on domestic and international transactional tax matters. In the domestic area, Greg has advised clients on a wide variety of transactions, including mergers and acquisitions, spin-offs, IPOs, joint ventures, debt restructurings, bankruptcy and general tax planning. He also regularly advises clients on tax aspects of complex cross-border transactions.

From 2013–2016 and 2020–2022, Greg was recognized as a leading tax attorney in Chambers USA, America's Leading Lawyers for Business. The Legal 500 U.S. also recognized him for his tax work, with clients calling him "one of the most capable tax lawyers in the M&A arena." Greg was mentioned in the article, "Big Suits: UAL Bankruptcy," for his role in UAL Corp.'s bankruptcy filing.

Lead tax and structuring attorney for the following transactions:

  • American Builders & Contractors in its acquisition of Bradco Supply Corp., Norandex Building Materials Distribution, Inc. and L&W Supply Corp.

  • A consortium of investors including Bain Capital and Golden Gate Capital in their acquisition of BMC Software, Inc.

  • Bain Capital in numerous acquisitions, including Air Medical Group Holdings, Inc., Physio-Control, Inc., Guitar Centers Inc., Apple Leisure Group, Apex Tool Group, the Sensors & Controls division of Texas Instruments (now called Sensata Technologies), Blue Nile, Inc., Bob's Discount Furniture, Sundial Brands, Viewpoint Construction Software and International Market Centers

  • Broder Brothers, Co. in its out-of-court restructuring, including its private exchange offer for outstanding high yield debt securities

  • Clear Channel Communications in numerous financings

  • GTCR and Cole-Parmer in its acquisition of ZeptoMetrix Corporation 

  • GTCR and Mega Broadband Investments (MBI) in the sale of a 45% minority stake in MBI to Cable One, Inc. 

  • GTCR, Sycamore Partners and CommerceHub in its strategic investment in CommerceHub from Insight Partners 

  • Charter Communications in numerous financings

  • Kerzner International in its global out-of-court restructuring

  • Majestic Star Casino and its affiliates in their Chapter 11 restructuring

  • Muzak, Inc. and its affiliates in their Chapter 11 restructuring

  • NRG Energy Inc. in numerous transactions, including its tax-free acquisition of GenOn Energy, sale to MidAmerican Energy Holdings Company of a 49% interest in the Agua Caliente solar project (named Solar Project of the Year by Renewable Energy World), acquisition of Reliant's Texas retail energy business and related $1.5 billion credit sleeve, $350 million acquisition of Green Mountain Energy Company, a green retail energy marketer, acquisition of Energy Plus, a national energy retail marketer, and the $462 million IPO of NRG Yield, Inc.

  • Roundy's Inc. in connection with its $163 million IPO

  • Sensata Technologies in connection with its $650 million IPO

  • S.C. Johnson in numerous transactions, including its acquisition of Sara Lee Corporation's global household insecticides business, its acquisition of Sara Lee Corporation's global shoe care business, its sale of the Edge and Skintimate shaving preparation brands to Energizer Holdings, and its acquisition of Caldrea Corporation

  • Silver Oak Services Partners in numerous transactions, including its acquisition (and subsequent sale) of Physicians Endoscopy, its acquisition of Direct Travel, Inc., Glazer-Kennedy Insider's Circle, Gold's Gym of Utah and Pallet Logistics of America

  • Thomas H. Lee Partners in its acquisition of Phillips Pet Food & Supplies

  • UTGR, Inc. d/b/a Twin River and certain of its affiliates in their Chapter 11 restructuring

  • Unisource Worldwide, Inc. in its merger with xpedx to form Veritiv, Inc.

More

Thought Leadership

Publications

Contributor, Martin D. Ginsburg & Jack S. Levin, Mergers, Acquisitions and Buyouts (updated semi-annually)

Co-Author, Rocap, Welke & Gallagher, "Partnership Joint Ventures of Operating Business," Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2005 (published annually)

Co-Author, Evans & Gallagher, "INDOPCO - The Treasury Finally Acts," 80 Taxes 47 (March, 2002)

Editor and Co-Author, Federal Income Taxation of Life Insurance, 2nd Edition (American Bar Association, May, 1999)

Co-Author, Javaras, Maynes and Gallagher, 534 T.M., "Start-Up Expenditures"

Seminars

Subchapter C Developments (with William Alexander and Eric Solomon), Chicago-Kent Annual Tax Conference (2013)

Joint Ventures of Operating Businesses, PLI, Tax Planning for Domestic and Foreign Partnership Conference (annually, 2008–2015)

Dealing with Disregarded Entities for Tax and Accounting Purposes (with Thacher Smith), Chicago-Kent Annual Tax Conference (2010)

Tax Issues with Disregarded Entities, Tax Executives Institute (2010)

Recent Developments in Tax Attribute Protection Techniques, Tax Executives Institute (2010)

Recognition

Adjunct Professor, IIT/Chicago-Kent College of Law, "Corporate Tax" (2005–2006)

Lecturer at seminars and conferences, including Tax Executives Institute and Practising Law Institute

Co-Chairman, Chicago-Kent College of Law Federal Tax Institute Planning Committee (2015–present)

Credentials

Admissions & Qualifications

  • 1997Illinois

Courts

  • United States District Court for the Northern District of Illinois1997
  • United States Tax Court1998

Education

  • University of Illinois College of LawJ.D.summa cum laude1997

    Order of the Coif

    Harno Fellow 

    Associate Editor, Law Review

  • University of Illinois at Urbana-ChampaignB.S.1994
    University Honors (Bronze Tablet)