Sean E. Jackowitz

Sean Jackowitz advises clients on U.S. federal income tax aspects of mergers and acquisitions, restructurings, financial instruments and structured investments, and tax credit transactions.

Sean has represented buyers, sellers, and investors in a wide range of M&A transactions, including taxable and tax-free acquisitions and dispositions, carve-outs, and joint ventures. A significant portion of his practice is cross-border, and he has advised on inbound and outbound structuring, PFIC (passive foreign investment company) and CFC (controlled foreign corporation) issues, tax treaties, and FIRPTA (Foreign Investment in Real Property Tax Act). He also represents debtors, creditors, sponsors, and purchasers in chapter 11 and out-of-court restructurings, debt exchanges and modifications, and acquisitions of assets out of bankruptcy.

Sean regularly advises financial institutions on the taxation of financial instruments and structured products, including equity and currency derivatives, hybrid and convertible instruments, securitizations, and structured investment strategies.

In the tax credit area, Sean advises on tax equity transactions and transfers of credits under Section 6418. He represents investors and developers in solar, wind, and battery storage projects and has worked on transactions involving the advanced manufacturing production credit (Section 45X), the carbon capture credit (Section 45Q), and the clean fuel production credit (Section 45Z). He has substantial experience with the foreign entity of concern (FEOC) restrictions enacted in 2025, including the "prohibited foreign entity" and "material assistance" rules.

Sean has represented clients in contested matters before the Internal Revenue Service. Prior to joining Jones Day, he clerked for then-Judge Neil M. Gorsuch of the U.S. Court of Appeals for the Tenth Circuit.