Seth M. Buchwald

Counsel,

Atlanta

Phone: +1 404 881 7837
Email: seth.buchwald@alston.com

Companies rely on Seth’s creative problem-solving and commercial acumen to guide them through the federal and international tax implications of complex commercial transactions, including through the use of transactional insurance products.

Transactions

Represented GMS Inc. in a $3 billion public company tender offer and stock purchase.
Advised a publicly traded domestic energy company on a several-hundred-million-dollar tax-free spin-off of certain of its business lines.
Represented Global Payments Inc. in its 2024 and 2025 purchase of over $350 million of renewable energy investment tax credits and advanced manufacturing tax credits.
Represented Asbury Automotive Group in its 2025 purchase of approximately $60 million of renewable energy investment tax credits related to a portfolio of solar assets.
Represented TRT Holdings Inc. in its 2025 and 2026 purchases of approximately $25 million and $30 million respectively of Section 45Z Clean Fuel Production Credits.
Represented Total System Services (TSYS) in its $1.05 billion acquisition of Cayan, a payment technology company with operations in the United States and Northern Ireland.
Advised Synovus Financial Corp. in its $2.9 billion acquisition of FCB Financial Holdings.
Represented LinQuest Corporation, a federal government contractor and leading provider of space systems technology solutions to the U.S. defense and intelligence communities, in the sale of a controlling interest to Madison Dearborn Partners and CoVant Management.
Represented a pharmaceutical distribution company in a taxable spin-off and sale of one of its major business lines for $335 million.
Advised Synovus Financial Corp. on a $350 million preferred stock offering.
Advised clients on federal tax issues (Employee Retention Credits, Paycheck Protection Program loans, etc.) arising from the coronavirus pandemic, including the tax impact of new federal legislation designed to mitigate the economic effects, business disruption issues, and tax considerations for insolvent and troubled businesses.

Transactional Tax Insurance

Advising multiple insurance companies and managing general underwriters/agents in placing coverage with respect to a variety of specified U.S. tax risks, including risks related to complex restructurings, corporate reorganizations, partnership tax matters, renewable energy tax credits, international tax issues, and employee benefits and executive compensation matters.
Advising insurance companies and managing general agents/underwriters in placing coverage with respect to reps and warranties insurance coverage.
Advising clients on securing insurance policies for tax and other identified risks including negotiation of the policy and navigating the insurance process.
Worked with a large California-based battery storage project developer to procure a full-wrap $70 million tax insurance policy to facilitate one of the first investment tax credit transfer transactions in the market under the Inflation Reduction Act.
Placed a full-wrap tax insurance policy for $275 million of wind project investment tax credits for a large private-equity-backed sponsor developer to facilitate the sale of tax credits out of a hybrid tax equity structure.
Represented and advised various renewable energy project developers, private-equity-backed sponsors, large financial institution tax equity investors, and Fortune 500 corporate buyers on all tax insurance aspects of renewable energy tax credit monetization transactions.
Advised a publicly traded financial institution and assisted with procuring tax insurance for a “Granite Trust” restructuring transaction that resulted in a $300 million+ taxable loss.
Advised and aided a partnership in procuring tax insurance to mitigate the risk of an IRS challenge to the validity of the entity’s status as a partnership under the Internal Revenue Code.

Tax Controversy

Representing a publicly traded company in protesting IRS disallowance of a historic Section 199 Domestic Production Activities Deduction.
Representing several clients (including PEOs) in employee retention tax credit refund claims, transactional insurance claims, and IRS audits.
Represented a publicly traded company protesting an $18 million IRS disallowance of bad debt expense deductions and a $60 million of partnership basis and obtained a 90% IRS concession.
Represented a publicly traded company protesting a $12 million IRS disallowance of research and experimentation (R&E) credits and obtained an 80% IRS concession.

Seth M. Buchwald

Transactions

Transactional Tax Insurance

Tax Controversy

Bar Admissions

Education

Memberships