Nick Pearson

Draft the client's representations for Sec. 351 exchanges, Sec. 332 liquidations, Sec. 368 reorganizations, and Sec. 355 spin transactions in connection with large domestic and cross border tax planning Lead tax due diligence engagements for strategic corporate and private equity clients on buy- and sell-side transactions, overseeing junior associates' work and directing client tax discussions Complete tax due diligence reports to identify material historical tax exposures in connection with a client's purchase of an entity classified as an S corporation, C corporation, or partnership for US federal income tax purposes

Transaction Tax Manager - Ernst & Young LLP - Tysons Corner, VA

(2024-06)

• Draft the client's representations for Sec. 351 exchanges, Sec. 332 liquidations, Sec. 368 reorganizations, and Sec. 355 spin transactions in connection with large domestic and cross border tax planning
• Lead tax due diligence engagements for strategic corporate and private equity clients on buy- and sell-side transactions, overseeing junior associates' work and directing client tax discussions
• Complete tax due diligence reports to identify material historical tax exposures in connection with a client's purchase of an entity classified as an S corporation, C corporation, or partnership for US federal income tax purposes
• Review purchase agreements to ensure the appropriate tax indemnities and provisions are included to address tax issues identified during the tax due diligence process

Transaction Tax Senior - Ernst & Young LLP - Tysons Corner, VA

(2021-10 - 2024-06)

• Draft the client's representations for Sec. 351 exchanges, Sec. 332 liquidations, Sec. 368 reorganizations, and Sec. 355 spin transactions in connection with large domestic and cross border tax planning
• Lead tax due diligence engagements for strategic corporate and private equity clients on buy- and sell-side transactions, overseeing junior associates' work and directing client tax discussions
• Complete tax due diligence reports to identify material historical tax exposures in connection with a client's purchase of an entity classified as an S corporation, C corporation, or partnership for US federal income tax purposes
• Review purchase agreements to ensure the appropriate tax indemnities and provisions are included to address tax issues identified during the tax due diligence process

Transaction Tax Staff - Ernst & Young LLP - Tysons Corner, VA

(2021-01 - 2021-10)

• Draft the client's representations for Sec. 351 exchanges, Sec. 332 liquidations, Sec. 368 reorganizations, and Sec. 355 spin transactions in connection with large domestic and cross border tax planning
• Lead tax due diligence engagements for strategic corporate and private equity clients on buy- and sell-side transactions, overseeing junior associates' work and directing client tax discussions
• Complete tax due diligence reports to identify material historical tax exposures in connection with a client's purchase of an entity classified as an S corporation, C corporation, or partnership for US federal income tax purposes
• Review purchase agreements to ensure the appropriate tax indemnities and provisions are included to address tax issues identified during the tax due diligence process

Spring Associate - Taylor Law, PLLC - Washington, DC

(2020-03 - 2020-06)

• Collaborated with fellow associates in negotiating and drafting commercial lease agreements
• Drafted operating agreements, equity agreements, employment agreements, and partnership agreements

Student Attorney - Small Business & Community Economic Development Clinic - Washington, DC

(2019-08 - 2019-12)

• Drafted and edited articles of incorporation and by-laws for small businesses and nonprofit organizations
• Structured purchase and investment agreements to minimize clients' risk in compliance with relevant securities laws
• Aided clients in structuring nonprofit organizations to establish most efficient tax exposures

Transaction Tax Intern - Ernst & Young LLP - Tysons Corner, VA

(2019-06 - 2019-08)

• Reviewed tax due diligence reports for large buy-side and sell-side transactions
• Assisted transaction tax team with the business aspects of the transaction timeline including budgeting, engagement metrics, and invoicing

Law Clerk - New Jersey Bureau of Securities - Newark, NJ

(2019-01 - 2019-04)

• Reviewed investor complaints of securities fraud involving churning, breach of fiduciary duty, and insider trading
• Deposed broker-dealers and investment advisors involved in securities enforcement actions
• Assisted attorneys and FINRA with background checks for prospective investment advisor registration applicants
• Drafted Bureau advisory opinions and no-action letters to ensure investors understand the New Jersey Securities Laws

Legal Intern - Internal Revenue Service - Washington, DC

(2018-08 - 2018-12)

• Investigated Schedule C tax forms and relevant financial assets to identify businesses with fraudulent tax disclosures
• Negotiated settlement agreements with defendants and informed them of breaches of compliance

Legal Intern - Federal Emergency Management Agency - Washington, DC

(2018-05 - 2018-07)

• Advised FEMA employees on securities purchases, federal ethics, and contract laws to avoid conflicts of interest
• Drafted propositions for amendments to the Stafford Act
• Analyzed government contracts and conducted legal research to draft suspension and debarment decisions

J.D. - The George Washington University Law School (2020-05)

B.A., magna cum laude - Political Science and Economics (minor) - University of Pittsburgh (2017-04)

Study Abroad - Capa, The Global Education Network (2015-05 - 2015-07) London, United Kingdom