Jerry Smith has more than 30 years of experience advising public and private companies and partnerships in connection with federal and international tax aspects of acquisitions, divestitures, joint ventures, and financings. He has extensive experience in structuring cross-border acquisitions and divestitures (both tax-free and taxable), international joint ventures, tax-free spin-offs, financings (both public debt offerings and syndicated private debt placements), and internal corporate restructurings. Jerry also has represented Fortune 500 companies in connection with IRS controversies including supporting clients at the audit level and at IRS Appeals, with particular experience regarding IRS settlement procedures including Early Referral, Rapid Appeals, and Fast-Track Settlement procedures.
Jerry recently advised clients with respect to more than $20 billion of public acquisitions and divestitures and more than $5 billion in public debt transactions and advised a nuclear energy company in connection with its spin-off of its thermal business to public shareholders in a tax-free Section 355 transaction. Prior to joining Jones Day in 2011, Jerry represented a public aerospace components manufacturer in connection with an IRS audit involving more than $500 million of proposed adjustments and advised a public building products wholesaler in connection with an IRS audit involving the disallowance by the IRS of more than $100 million of acquisition costs. Representative clients include Newell Brands, Suntrust, Flowers Foods, Babcock & Wilcox, and Reed Elsevier.
Jerry lectures frequently regarding tax-free spin-offs, IRS controversy matters, federal and international tax reform, and corporate inversions. He is a member of the American Bar Association, Atlanta Tax Forum, and International Fiscal Association.
Experience
Speaking Engagements
- March 2, 2020
Tax Reform, Foreign-Derived Intangible Income (Section 250), Participation Exemption (Section 245A), and Anti-Hybrid Rules (Section 267A), Atlanta Bar Association Tax and International Sections CLE Program - January 28, 2019
When Tax Plans Become Tax Gambling; The Risks of Not Planning for Litigation, Jones Day 2019 Atlanta CLE Academy - February 13, 2017
Looking into the Crystal Ball: What You Need to Know about Tax Reform and the Future of the Affordable Care Act, Jones Day CLE Academy - April 27, 2016
Temporary and Proposed Regulations under Section 956 Regarding Foreign Partnerships and Investments in U.S. Property, Tax Executives Institute - April 27, 2016
Recent Guidance Related to Inversions: Section 7874, Notice 2014 - 52, Temporary Regulations (T.D. 9761, 4/4/2016), Tax Executives Institute - November 17, 2015
Spin-off Transactions, Tax Executives Institute - October 12, 2015
Spin-Off Transactions, Tax Executives Institute - September 25, 2015
Spin-Off Transactions, Tax Executives Institute - June 23, 2015
Recent Developments in Subchapter C, M&A and Inversions, TEI Region III Conference, Foxwoods Resort - March 23-24, 2015
DC Corporate Taxation and the Biologics Industry "So you want to buy a company... or sell?", BIO General Counsels Committee Meeting - November 12, 2012
"Section 382 - Limitations on NOLs and Other Corporate Attribute Carryovers" "Limitation on Deductions for Interest Expense" "Debt Modifications - Debt Cancellation Income and Related Tax Considerations" "Section 1504 - Consolidated Return Filing Issues," Cherry, Bekeart & Holland, LLP - June 20, 2012
Federal Tax Reform & State Implications, TEI Atlanta Chapter's State and Local Tax Seminar - December 1, 2011
Nuts and Bolts of Tax Controversies, Georgia Society of CPAs - November 3, 2011
Nuts and Bolts of Tax Controversies, Georgia Society of CPAs
- Vanderbilt University (J.D. 1985; Associate Editor, Vanderbilt Law Review); University of North Carolina (B.S. in Accounting 1979)
- Georgia and North Carolina
Best Lawyers in America (2013-2020)
Chambers USA: America's Leading Lawyers for Business (2017-2019)