Michael P. Flamenbaum
Norton Rose Fulbright US LLP
Michael P. FlamenbaumvCard
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Michael Flamenbaum is a tax partner in the New York office and United States co-head of the Asset and Wealth Management International Business Group. His practice is focused on M&A transactions, joint ventures, private equity and hedge fund formation, capital markets and real estate transactions.
Michael has extensive experience in structuring and negotiating acquisition and disposition transactions. He also advises clients on tax issues arising out of the formation, operation and dissolution of partnerships, joint ventures and limited liability companies. Michael regularly represents issuers and underwriters in debt and equity offerings, many involving foreign issuers.
Michael represents a number of private investment funds and their sponsors in their organization and operation, and also has extensive experience representing institutional investors in private equity, venture capital and real estate funds, including US taxable and tax-exempt investors, foreign investors and multi-lateral organizations. He has established internal arrangements for investment fund sponsors, including partnership and limited liability company agreements, leverage programs and separation arrangements.
Michael represents US and foreign investors in US real estate transactions, including providing tax advice on in-bound structuring and exit transactions.
Prior to law school, Michael worked as a financial analyst.
JD, Columbia University, 1991
BS, magna cum laude, New York University, 1986
Mr. Flamenbaum was admitted to practice law in New Jersey in 1991 and in New York in 1992.
- New York State Bar
- Representations of several private equity funds in connection with acquisitions and dispositions of portfolio investments
- Representation of public REIT in connection with stock issuances
- Representation of foreign bank in connection with $1 billion acquisition of U.S. operations
- Representation of 501(c)(3) organization in connection with $3 billion disposition of health care operations
- Representation of U.S. public target in cross-border disposition
- Representation of foreign issuer in connection with $1.4 billion issuance of senior notes
- Representation of investment adviser in connection with the acquisition of investment management business with $27 billion under management
- Representation of fund manager in connection with the formation of a Brazil-focused renewable energy fund
- Representation of fund manager in connection with the formation of two energy industry focused private equity funds
- Representation of fund manager in connection with the formation of a health-care focused buyout fund
- Representation of fund manager in connection with the formation of several private equity funds-of-funds
- Representation of fund manager in connection with the organization of several mezzanine debt funds
- Representation of fund manager in organizing several health care focused venture capital funds
- Representation of institutional investors in investments in buyout, venture capital, real estate, mezzanine and infrastructure funds
- New York Metro Super Lawyer, Tax, Thomson Reuters, 2010 - 2020
- IFLR1000 – United States, Euromoney Institutional Investor PLC, 2018 - 2021
- Legal 500 US, recommended lawyer, Tax: International tax, The Legal 500, 2019
- Co-author, "US tax reform update: Impact on private investment funds" Norton Rose Fulbright - Legal update, January 2018
- Co-author, "Non-US investor held not taxable on ECI partnership sale" Norton Rose Fulbright - Legal update, July 2017
- Co-author, "SEC enforcement action signals focus on private equity managers' brokerage activities," Global asset management quarterly, September 2016
- Author, "SEC enforcement focus on private equity," Global asset management quarterly, June 2016
- Co-author, "Sun Capital – Private equity funds liable for portfolio company withdrawal liability," Global asset management quarterly, June 2016
- Co-author, "IRS clarifies tax treatment of 'bad boy' guarantees," Norton Rose Fulbright - Legal update, April 2016
- Co-author, "Proposed US Treasury regulations focus on management fee waivers," Asset management quarterly - North America, March, 2016
- Co-author, "SEC scrutinizes private equity expense allocations and conflicts of interest," Asset management quarterly - North America, March 2016
- Co-author, "Foreign Investment in Real Property Tax Act," Recent changes to FIRPTA, January 2016
- Co-author, "Noncompensatory Options Regulations May Adversely Affect Holders, Buyers, and Historic Partners," Fulbright Briefing, February 14, 2013
- Co-author, "SEC Adopts Family Office Rule," Fulbright Briefing, July 7, 2011
- Co-author, "SEC Adopts Rules on Exemptions for Private Fund Advisers; Delays Registration Date to 2012," Fulbright Briefing, July 5, 2011
- Co-author, "SEC Proposes Rules on Exemptions for Private Fund Advisers," Fulbright Briefing, December 3, 2010
- Co-author, "Treasury Publishes Long Awaited Guidance on Series LLCs and Cell Companies," Fulbright Briefing, September 24, 2010