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Scott Masaitis, Nutter McClennen & Fish LLP Photo

Overview

Scott M. Masaitis is a partner in Nutter’s Tax Department. Scott provides legal guidance to corporate and financial investors, with a focus on complex transactional tax matters. Drawing on 25 years of experience, Scott frequently advises clients on domestic corporate tax, tax structuring, tax due diligence, cross-border transactions, tax modeling, consolidated group issues, tax efficient financing, and international taxation. He counsels clients across diverse industries, including consumer products, telecommunications, financial services, real estate, private equity, industrial products, gaming and leisure, and professional services.

Scott conducts, develops, and oversees tax due diligence, tax structuring, and tax modeling workstreams to identify and mitigate relevant historical and projected tax risks, optimize tax structuring, and preserve valuable tax attributes. He manages various technical tax issues related to consolidated returns, S corporations, partnerships, and limited liability companies, ensuring compliance with tax laws and maximization of tax advantages. Scott regularly reviews and analyzes merger agreements and provides tax opinions in connection with transactions. He also assists clients on significant transactions involving inbound and outbound international taxation, including new country investments, foreign tax credit planning, earnings and profits computations, transfer pricing, earnings stripping, FIRPTA, and branch profits taxes. Scott has extensive experience advising clients on reorganizations, bankruptcy emergence planning, out of court workouts, debt restructurings, and Section 382 issues.

Notable Experience and Client Impact

Bankruptcies

  • Advised a Nevada-based publicly traded gaming and leisure corporation on a Chapter 11 bankruptcy reorganization consummated utilizing a tax-free spin-off involving an Opco/Propco transaction
  • Advised a publicly traded nuclear engineering corporation on a Chapter 11 bankruptcy reorganization which involved highly complex cross-border structuring issues

Cross-Border Transactions

  • Advised a Pennsylvania-based publicly traded gaming and leisure corporation on an acquisition of a publicly traded Canadian target utilizing a complex exchangeable share structure
  • Advised a private equity investor on an acquisition of a significant Brazilian target utilizing a “FIP” structure

Legal Entity Rationalization / Synergy Capture

  • Advised a Saudi Arabian-based sovereign wealth fund on an acquisition of a material division of a publicly traded U.S.-based corporation involving several hundred million dollars in tax synergies as well as myriad complex domestic and cross-border tax issues
  • Advised a publicly traded consumer products corporation on legal entity rationalization involving the elimination of several hundred legal entities following the acquisition of a publicly traded target

Spin-offs

  • Advised a publicly traded gaming and leisure corporation on a tax-free spin-off of their real estate assets in the first ever Opco/Propco transaction to be completed with a favorable PLR
  • Advised a publicly traded insurance company in its tax-free spin-off of one of its core businesses

Scott authors articles and presents on M&A tax strategies and best practices at conferences throughout the United States and Europe. He has served as an adjunct professor at Villanova University’s Graduate Tax Program, where he taught courses on tax free reorganizations and taxable transactions.

Prior to joining Nutter, Scott was a principal in the Mergers & Acquisitions Tax practice at KPMG. He held roles of increasing responsibility over his 25-year career at KPMG, including leading the National M&A Strategic Tax Practice and principal-in-charge of the New York M&A Tax Practice.

News & Insights

Education & Admissions

Education

New York University School of Law, LL.M.
Seton Hall Law School, J.D.
University of Georgia, B.S.

Admissions

  • New York

Industry Expertise

Scott authors articles and presents on M&A tax strategies and best practices at conferences throughout the United States and Europe. He has served as an adjunct professor at Villanova University’s Graduate Tax Program, where he taught courses on tax free reorganizations and taxable transactions.

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