Jason A. Graham

Clients trust Jason to guide them through their most critical business transactions and challenges because of his practical, creative, and business-focused approach. His practice includes tax aspects on strategic mergers and acquisitions, liability management transactions, strategic capital structure transactions, complex financings, restructurings, and cross-border matters. Jason advises debtors, creditors, investors, private equity firms, family offices, and multinational companies on tax-efficient solutions to complex business problems.

He is particularly experienced in helping financially stressed businesses, their investors, and their lenders navigate the tax issues that arise in distressed situations.

Jason also maintains a significant international tax practice. Having advised on numerous cross-border acquisitions, expansions, financings, and restructurings, he helps clients navigate complex multijurisdictional tax issues.

Whether representing a private equity firm, a family office, a multinational public company, or an entrepreneurial business, Jason believes business objectives should drive the structure, not the other way around.

Prior to joining Calfee in 2026, Jason was a Tax Partner at two Am Law 100 firms and previously was a Senior Associate in International Tax Services at PwC.

Education

Master of Taxation (LL.M.), New York University School of Law, 2011

J.D., Washington University School of Law, 2010

B.B.A., Finance, Southern Methodist University, 2007

Experience

Jason’s tax law experience includes the following representative transactions completed during his tenure at former firms:

Private Equity/Investment Funds

• Represented a private equity fund in its cross-border investment in a residential and resort community in the UK and in the Caribbean.
• Counseled a family office on cross-border tax planning in connection with the reorganization of international investments, estate planning objectives, and a potential sale of assets.
• Represented a European private equity fund in the establishment of a joint venture with a U.S.-based investment manager.
• Represented a private equity fund in its cross-border investment in a European real estate platform.
• Represented an investment fund in its continuation vehicle of two existing fund platforms and carryover of certain LPs.
• Represented investment funds in fund formation and structuring for U.S., non-U.S., and tax-exempt investors.
• Advised investment funds on cross-border tax issues related to trading in energy, commodities, and derivatives markets.
• Advised investment funds on cross-border tax issues arising from cryptocurrency trading strategies, including PFIC-related considerations.

Distressed and Troubled Company Transactions

• Represented a private equity fund in loan-to-own transactions, lending to and subsequently acquiring distressed companies undergoing restructuring or through bankruptcy proceedings.
• Advised a global manufacturer in its financial reporting segment realignment efforts, by reorganizing a subsidiary business line, including the restructured debt, licensing, distribution, and sale of manufactured goods.
• Counseled a global sports and entertainment business on tax planning related to royalty monetization, debt modification, and a potential spin-off transaction.
• Advised on the tax restructuring and modification of debt and hybrid instruments in connection with liability management and balance sheet optimization initiatives.
• Counseled a multinational corporate group on tax aspects of global cash repatriation, treasury restructuring, debt reduction and modification transactions, and broader liability management efforts.
• Advised on the tax implications of the deployment of sale proceeds as part of a global restructuring, debt reduction, entity rationalization, and liquidity enhancement program.
• Counseled public companies on tax attribute preservation strategies, including the implementation of NOL protection measures.
• Advised distressed companies on the preservation and utilization of tax attributes, including Section 382 limitations, valuation allowance considerations, and restructuring alternatives.
• Advised on tax-efficient restructuring transactions designed to preserve and monetize net operating losses and other tax attributes during periods of financial distress.
• Counseled borrowers and creditor stakeholders on tax aspects of asset reorganizations involving security interests, collateral arrangements, foreclosure rights, and default-related remedies.
• Advised on tax structuring matters arising from asset transfers, reorganizations, and structural subordinations undertaken in connection with covenant breaches, defaults, and creditor enforcement actions.

Mergers and Acquisitions/Corporate Transactions

• Counseled a wellness technology company on tax aspects of a transformative cross-border merger valued at approximately $7.5 billion.
• Represented a midstream energy platform in the tax structuring of a $120 million acquisition of gathering systems.
• Counseled a private equity sponsor on tax structuring matters in connection with the acquisition of a towing services business.
• Counseled a private equity sponsor on tax structuring matters in connection with the acquisition of an offshore energy services provider.
• Represented a private equity fund in the tax structuring of an acquisition in the HVAC services sector.
• Advised a private equity fund on the tax aspects of the acquisition of a food company and the formation of a multi-brand food platform through strategic add-on acquisitions.
• Represented a NYSE-listed company in the acquisition of a European target valued at approximately $1 billion (USD) and implemented the post-acquisition integration process involving over 40 jurisdictions.
• Represented a NYSE-listed company in the sale of a non-core manufacturing business unit for approximately $1.2 billion (USD)  to a TSE-listed buyer and the seller's use of sale proceeds in global restructuring, liability management, and entity rationalization.
• Represented a NYSE-listed company in its Joint Venture with a European strategic partner for the creation of a new European business and advised on and implemented the global pre-contribution restructuring and entity rationalization.
• Represented a franchise hospitality company in its intellectual property migration and expansion into new markets across Asia, Europe, and Mexico.
• Represented a luxury brand in its joint venture for the manufacture, distribution, and sale of new lines of branded retail goods.

Financing Transactions

• Represented numerous borrowers in credit facilities, new borrowings, offerings, and financings.
• Represented a port operator in a Public-Private Partnership, including securing $187 million in financing to support ongoing operations, maintenance, and improvements of the port facilities.
• Advised corporate executives on the tax aspects of variable prepaid forward transactions involving concentrated equity positions.
• Advised a corporate group on the tax aspects of a credit facility, including guarantor arrangements and interest expense pushdown planning.
• Represented a global public company on its global treasury function, hedging, and restructuring.