John T. Lutz advises clients on the tax aspects of investment funds, structured finance, derivatives and structured products. He also counsels clients on matters related to insurance products, investment tax credits, conventional US and cross-border securities offerings, and corporate mergers and acquisitions. John represents a number of tax-exempt organizations in connection with their investment activities and incentive compensation arrangements.

John handles all aspects of tax-advantaged financings and investments for financial institutions, investment fund managers, high net worth individuals, and investors. He represents banks and investment managers in connection with asset backed securities including collateralized loan obligations, structured notes, and repackagings.

John is a recognized leader in the tax aspects of municipal derivatives and tax-exempt bond securitizations. He provides tax advice to derivative products dealers in the domestic and cross-border contexts, advising on US and international tax issues related to insurance products, equity swaps, repurchase agreements, structured notes, and offshore structured finance vehicles.

Steven J. Schnelle is a trusted advisor to investors, executives, general counsel, and business operators in the healthcare and life sciences sectors, delivering actionable strategies to help them achieve market leadership, drive transformative growth, and navigate complex regulatory landscapes. With a national reputation for his transactional acumen and regulatory insights, Steven brings clarity and alignment to multifaceted arrangements, empowering organizations to excel in today’s dynamic healthcare environment.

Steven is a recognized authority in national reimbursement strategy, enabling clients to maximize the value of healthcare services and products. His counsel is particularly sought after by executive leadership teams and general counsel in hospital systems, as well as by professional groups; pharmacy service providers; clinical laboratories; and manufacturers of pharmaceuticals, medical devices, and durable medical equipment. He has extensive experience in advising on cutting-edge regulatory developments and innovative business models, ensuring his clients remain competitive and compliant.

Core Areas of Experience:

• Healthcare Mergers and Acquisitions (M&A). Guiding transactions involving changes of ownership and control with a focus on seamless regulatory coordination
• Federal Healthcare Oversight. Managing audits, investigations, and compliance with federal programs
• Third-Party Payer and Reimbursement. Addressing challenges and opportunities in payer participation and payment structures
• Medicare Administrative Appeals. Driving favorable outcomes in high-stakes appeals
• Sector-Specific Regulations. Navigating the nuanced regulatory requirements of health facilities, corporate practice, pharmacy, clinical laboratories, hospice care, and pharmaceutical/device manufacturing
• Pharmacy Matters. Counseling pharmacies on state and federal regulatory frameworks, Medicare enrollment disputes, and revocations

Steven has also cultivated a niche practice in navigating the complexities of the 340B Drug Pricing Program, providing tailored guidance on program development, audit response, manufacturer repayments, and litigation. His ability to resolve intricate issues relating to duplicate discounts and alleged diversion has earned him accolades from healthcare providers and pharmacy services providers alike.

Thought Leadership

Steven’s thought leadership has been widely recognized, with accolades from Chambers USA and other prestigious legal directories. He is a sought-after speaker at industry conferences, addressing topics ranging from healthcare M&A trends to reimbursement innovation. His insights have also been featured in leading publications, and he frequently mentors the next generation of legal talent in the healthcare sector.

Shareholder activism strategy

Proxy contests and defensive strategies

Mergers and acquisitions

Securities law and regulatory compliance, including Sections 13 and 16, Rules 144 and 105, Schedules 13G and 13D, Form 13F, Reg SHO, MNPI

Sebastian Orozco advises high-net-worth individuals, families, and fiduciaries on sophisticated US and cross-border estate, gift, and income tax matters. His practice encompasses international estate planning, foreign and domestic trust planning, structuring US and foreign investments, wealth preservation, and U.S. tax compliance.

Sebastian has particular experience with preimmigration and expatriation planning. He counsels clients on trust classification and distribution issues, restructuring strategies involving gifts, grantor and nongrantor trusts, and cross-border holdings, and expatriation tax consequences. He also assists US beneficiaries and families with foreign trusts, foreign estates, reporting obligations, and the tax-efficient transfer of wealth across generations and borders.

Tony Torain is lead of the Employment Group’s traditional labor practice and is recognized among the standout lawyers of his generation. He provides strategic and trusted counsel to multinational corporations in labor and employment disputes, helping clients address and resolve critical issues efficiently and effectively. Recognized among the leading lawyers of his generation in labor and employment law, he has extensive experience representing companies across a range of industries – including healthcare, technology, consumer products, automotive, and private equity – in traditional labor matters and employment litigation, trials, and arbitrations.

In his traditional labor practice, Tony is adept at defending major organizations in unfair labor practice trials and proceedings before the National Labor Relations Board (NLRB), audits, strikes, union election campaigns, collective bargaining negotiations, and strategic labor relations planning matters.

Tony represents employers in various kinds of employment disputes in state and federal courts and before state and federal agencies, including cases that involve claims of discrimination, harassment, and retaliation, as well as wage and hour class and collective actions. His practice also includes assisting federal and state contractors in complying with unique statutory, regulatory, and contractual requirements regarding their employees.

Shawn O’Brien is nationally recognized by his peers and clients as a leading tax practitioner with a focus on tax litigation and controversies involving state, federal and international tax authorities. Drawing on his 25 years of experience, Shawn represents clients in tax examinations and administrative appeals and, when necessary, serves as a forceful advocate in litigation before the US Tax Court, US district courts, the US Court of Federal Claims, state courts and federal appellate courts. Shawn is the managing partner for the firm’s Houston office.

Clients interviewed in the Chambers USA Legal Guide 2024 shared that Shawn is “a trusted adviser and his level of service is superb” and he “has been a good strategic tax partner for our company,” particularly noting his “in-depth knowledge of our industry.”

Shawn’s experience spans a broad range of tax issues that affect many different industries, including energy, renewables, financial services, life sciences, manufacturing, media and entertainment, technology and aviation. He advises domestic, foreign and multinational corporations, partnerships, master limited partnerships, real estate investment trusts and limited liability companies on tax issues in connection with foreign and domestic transactions.

He also counsels clients in disputes involving transfer pricing, debt versus equity, loss carrybacks, international withholdings, advance pricing agreements, tax shelter disallowances, research and development tax credits, changes in accounting methods, captive insurance, related-party transactions, repatriation structures, inbound distributors, foreign credit transactions and penalty abatements. Shawn has also developed a market-leading federal and state excise tax practice that advises some of the largest corporations on excise tax planning and controversies.