Ellis G. Wasson

Areas of Expertise

• Taxation and Tax Controversy – More than 25 years of diversified tax and tax controversy experience including a broad range of industry and specialized technical expertise. Experience includes tax planning and compliance consulting for clients ranging from individuals to multi-national public companies. Matters include federal, state, multi-state, and international income tax issues as well as state and local matters. Tax Controversy experience includes representation of clients before the IRS, FTB, SBE, and many other administrative agencies, as well as before the United States Tax Court, and Multi-state Tax Commission.
• Mergers and Acquisitions – Representation of clients in taxable and non-taxable acquisitions, spin-offs, assets sales, stock sales, 338 transactions, tax-free reorganizations, leveraged buy outs, including management-led transactions, and various corporate restructuring transactions. Particular emphasis on transaction design and structuring to achieve tax advantaged and tax efficient results. Experience assisting clients expand operations in multi-state and international contexts as well as inbound transactions.
• General Corporate Practice – Assist a broad range of clients with general corporate matters including corporate governance, administrative compliance, general business and contract issues, equity based compensation planning and compliance, shareholder agreements, financings, succession planning, and related matters. Extensive experience working with clients in the food industry, particularly wholesale seafood, also real estate, distribution, medical device manufacturers, motor sports and retail.

Recent Representative Matters 

• Represented RCP Advisors, a private equity investment management firm focused on middle market buyouts with committed capital of nearly $6 Billion, in a merger with P10 Industries, Inc., a publicly traded company.
• Represented Lyons Capital in the merger of its portfolio company, The Roadmaster Group, in a merger with Daseke Inc, one of the largest owners of flatbed equipment in North America.
• Represented Great American Seafood in its separate acquisitions of Desert Gold Foods, Galaxy Foods, Inc. and Equator Foods as well as the restructuring of Great American’s senior credit facility.
• Represented Pure Water Technology, a leading provider of workplace bottleless water solutions and coffee in the Southern California market, in its sale to Waterlogic, a vertically integrated global designer, manufacturer, distributor and service provider of drinking water systems.
• Representation of Chicken of the Sea Frozen Foods in connection with Parent Company, Thai Union’s, purchase of 18% minority interest in Tri Union Frozen Products for approximately THB1.6 billion (US$46.1m).
• Representation of Chicken of the Sea Frozen Foods in connection with the purchase of the assets of lobster and shellfish producer Orion Seafood International.
• Representation of Ittella Foods, Inc. in connection with the establishment of it manufacturing plant in Pizzo, Italy and related senior financing facility.
• Representation of Solutions 2 Go in the restructuring of its U.S. and Canada operations.
• Representation of management-led buyer group in purchase of Certi Fresh Foods, Inc. in the wholesale seafood industry from equity fund owner.
• Design and Formation of various private equity and real estate funds and joint ventures, including preparation of private placement documents and Reg. D compliance.
• Representation of partnerships, C Corporations, S Corporations, individuals, and trusts in various tax controversy cases before the U.S Tax Court involving deficiency assessments over a broad range of income tax issues.
• Representation of clients before the State Board of Equalization on issues of income and sales tax assessments appeals.
• Representation of client in successful application for OFAC license to own and rent real property in Iran.
• Representation of high net worth individuals in connection with voluntary disclosure of foreign bank accounts (FBAR).

Publications

• Debt and Flow-Through Tax Entities, Orange County Register, September 2014
• Tax Representations, Warranties, Covenants and Indemnification Provisions in Merger and Acquisition Documents, Orange County Business Journal, January 2014
• Selecting and Forming Business Entities, California CEB Guide
• Limited Partnerships, California CEB Guide
• Counseling California Corporations: Chapter 2 “Advising the Board” (Co-Authors Rachel Simon and Michael Page), Chapter 3 “Avoiding Managment Liability” (Co-Author Brad Martinson), and Chapter 9 “Establishing a Corporate Compliance Program” (Co-Author Andrew Harline), California CEB Guide

Memberships & Associations

• State Bar of California
• Orange County Bar Association
• American Bar Association (Tax and Corporate Sections)
• Certified Public Accountant, American Institute of Certified Public Accountants