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Alan Kaden Call him the $50 billion man. That’s the value of the deals that Fried, Frank, Harris, Shriver & Jacobson partner Alan Kaden worked on in 2004 alone. Skilled in both transactional tax planning and tax-controversy work, Kaden, 49, advises major companies such as BellSouth Corp., Cargill Inc., Dow Jones & Co., El Paso Energy Corp., and WPP Group. “He’s practical and creative, with a strong commercial sense of what’s do-able,” says Daniel Bradley, chief tax counsel for mergers and acquisitions at BellSouth, who has worked with Kaden for 15 years. Last year, Kaden served as the company’s tax counsel in Cingular’s $41 billion purchase of AT&T Wireless Services Inc. (BellSouth and SBC Communications are Cingular’s parent companies.) Fried, Frank corporate lawyers also worked on the deal, which Kaden describes as the largest cash acquisition of all time. In another complex transaction, Kaden represented the Rouse Co., a Columbia, Md.-based real estate developer, when it was bought last year by General Growth Properties Inc. for $12.6 billion. In preparing for the deal, Rouse discovered tax issues related to its status as a real estate investment trust. Both the deal and the sales price were in jeopardy, says Elizabeth Hullinger, who was Rouse senior vice president and director of taxes. “It was a very difficult and stressful situation, and [Kaden] was wonderful to work with,” Hullinger says. Kaden was able to swiftly secure three separate agreements with the Internal Revenue Service to settle the matter. The sale went through at top dollar. One Rouse investor called Kaden “the world’s greatest tax lawyer,” reports Hullinger. “Based on my experience, I would agree with that assessment.” One of Kaden’s most significant transactions, which set an important precedent for international mergers, was the $58 billion acquisition of AirTouch Communications Inc. by Britain’s Vodafone Group, in 1999. Kaden’s client, AirTouch, wanted to accept Vodafone’s offer, but only if the deal would be tax-free for its shareholders. U.S. tax law, however, stipulates that such mergers can be tax-free only if the value of the foreign acquirer exceeds that of the domestic company. Historically, Vodafone was the larger company, but AirTouch’s market capitalization had been bid up as a result of competing offers. Suddenly, AirTouch rivaled Vodafone in size. If the merger lost its tax-free status, it could cost shareholders billions. Kaden’s job was to persuade the IRS to look at the companies’ historic value, not their current merger-fueled value � or, as he puts it, “to compare apples to apples, not apples to apples plus premium.” The IRS agreed and issued an unprecedented ruling that the parties were in “substantial compliance” with the rules on tax-free cross-border mergers. Not all of Kaden’s work is deal-related. For example, he spent more than 15 years representing ABC Inc. in a dispute with the IRS. At issue was the amount of investment tax credit that the network could claim for certain programs, such as soap operas and game shows. Working with Martin Ginsburg, who is of counsel at his firm, Kaden secured tax refunds for ABC in excess of $200 million. The ABC case was not Kaden’s first encounter with Ginsburg, who is a legend in the tax bar. Kaden was originally a student of Ginsburg’s at Columbia Law School. In 1981, when Kaden earned his law degree, his professor’s wife, the future Supreme Court Justice Ruth Bader Ginsburg, was appointed to the U.S. Court of Appeals for the D.C. Circuit. The Ginsburgs moved to Washington. “[Martin Ginsburg] called and asked if I was interested in joining him at Fried, Frank in D.C.,” recalls Kaden, noting that at the time the firm had no tax department in Washington. “It was a wonderful opportunity, a chance to work with someone brilliant.” In a written statement submitted on Kaden’s behalf, Ginsburg calls him “extremely skilled” and one of the best attorneys “practicing tax law anywhere in the country.” In 1987, Kaden made partner after just six years with Fried, Frank � highly unusual at the firm. Today he serves as co-managing partner of the D.C. office.

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