Alison Chen’s practice focuses on U.S. federal income tax aspect of domestic and international transactions, primarily within the energy sector.
Practice and Background
Ms. Chen’s practice focuses on federal income taxation of corporations, partnerships (including publicly traded partnerships, or MLPs) and limited liability companies, primarily in the energy sector. She has significant experience advising MLPs on capital formation, acquisition (including “dropdown” transactions) and recapitalization activities. She has served as tax counsel to both issuers and underwriters in connection with numerous MLP initial public offerings (IPO) and follow-on equity and debt offerings. Ms. Chen also advises clients on federal income tax matters in private equity transactions, mergers and acquisitions, reorganizations and financing transactions.
Ms. Chen received her LL.M. in taxation from New York University School of Law. She received her J.D., cum laude, from the University of Houston Law Center and her B.A., with honors, from the University of Texas. Prior to joining Akin Gump Strauss Hauer & Feld LLP, Ms. Chen was a partner at another major U.S. law firm where she advised clients on U.S. federal income tax matters.
Ms. Chen’s representations from the last several years include acting as tax counsel to:
- a large chain in the convenience retailing industry in its acquisition of over 100 gasoline and convenience store locations
- an MLP client in a $142 million public offering underwritten public offering of $4.6 million common units representing limited partner interests
- an MLP in its contribution of a certain terminal pipeline and storage assets for total consideration of $2 billion.
- a special committee of a publicly traded energy MLP in connection with transactions involving the acquisition of assets for an aggregate value of approximately $85 million
- an upstream oil and gas MLP of its $915 million merger with an affiliated public corporation
- an international oil and gas trading and marketing company in connection with the sale of its west Texas assets totaling over $750 million
- In its purchase agreement with an unrelated third party seller to acquire leasehold interests and related assets in the Southern Delaware Basin for an aggregate purchase price of $560 million
- an E&P company in its acquisition of Midland Basin assets for approximately $125 million
- a downstream oil and gas MLP of its $1.5 billion merger with an affiliated public corporation
- a coal mining MLP in connection with a dropdown transaction of approximately $982 million mining assets from its parent affiliate
- a midstream MLP in connection with a dropdown transaction of approximately $300 million of ethane processing plants and related assets from its parent affiliate
- a traditional MLP in connection with a dropdown transaction from its parent affiliate for $465 million
- a public energy company in connection with a $363 million preferred equity investment in a midstream MLP
- a major private equity fund in connection with a formation of a joint venture to acquire $850 million of Haynesville shale assets
- a major private equity fund in connection with its investment in a $140 million drilling partnership to develop leasehold acreage in Lee and Fayette Counties, Texas
- investment banking clients in connection with the IPO by an MLP engaged in the midstream business
- investment banking clients in connection with the IPO by an MLP that owns a preferred interest in an affiliated entity that owns an LNG import facility and related transportation assets
- an issuer client holding limited partnership interest in an affiliated MLP
- an MLP client in forming a private joint venture with third parties to construct oil and gas pipelines
- a parent sponsor in connection with a dropdown of midstream assets to the affiliated MLP in exchange for common units and cash
- the conflicts committee of the board of directors of the general partner of an MLP in connection with the $12 billion purchase of U.S. transmission and storage assets from its publicly traded parent
- the conflicts committee of the board of directors of the general partner of an MLP in connection with the $823 million purchase of interests in two interstate pipeline systems and a related Canadian pipeline system from its publicly traded parent
- the parent of a midstream MLP in connection with an Internal Revenue Service audit
- investment banking clients in connection with registered and private debt offerings, including recent offerings of notes in the aggregate principal amounts of $2.25 billion, $1.75 billion and $450 million
- various MLP issuers and underwriters in follow-on equity offerings.
Awards & Accolades
- Recognized as a “40 Under 40” award winner by Houston Business Journal (2016)
- Recognized in Chambers USA in the area of tax (2017)
- Awarded “Best Lawyer Under 40” by The State Bar of Texas Asian Pacific Interest Section
- Named one of the “Most Powerful and Influential Women” at the 2016 Texas Diversity & Leadership Conference
- Recognized as a “Texas Rising Star” by Super Lawyers Magazine (2015-2017)
- "The New Energy Paradigm: Investing and Operating in the Current Market", Houston, Texas 2016
- “MLP Matters: New IRS Guidance”, Akin Gump Mid-Year Energy Briefing, Houston, Texas, 2015