Sean Clancy
Senior Counsel / Co-leader, Tax
Introduction
Sean Clancy is the team leader of Nixon Peabody’s Tax practice, and a member of the firm’s Public Company Transactions team. He assists clients with a broad range of tax and business planning matters and related tax policy matters.
My focus
Tax Planning
I advise clients on federal tax planning, including assistance in structuring mergers and acquisitions and other transactions. In addition, I counsel private equity funds on domestic and cross-border taxation and corporate finance matters, including mezzanine debt, minority stock and control positions. I also draft and analyze domestic partnership, joint venture, LLC, disregarded entity and other pass-through arrangements.
Executive Compensation/Employment
I assist compensation committees of boards of directors and internal human resources departments with respect to drafting, implementing and administering executive compensation, employment/change of control arrangements and incentive/bonus plans, including state and federal employment tax withholding/reporting obligations and deductibility of compensation, perquisites/fringe benefits and nonqualified deferred compensation.
Corporate Governance/Disclosure
I work with both for-profit and nonprofit clients on corporate formation and governance. In addition, I help analyze and counsel on compliance with the recommended and model pay practices of institutional investors, public interest groups and other stakeholders. I counsel clients regarding compliance with various regulatory (SEC ’33/’34, Sarbanes-Oxley, Dodd-Frank, TARP, Federal Reserve, etc.) and stock exchange (NYSE/NASDAQ) requirements.
Looking ahead
A continued increase in transactions/deal flow, notwithstanding expected legislative change in the federal tax code. Monitoring of federal tax reform proposals is key to advising clients seeking to structure strategic and capital transactions.
/Insights
- “Emerging Issues and Key Trends in M&A for 2018,” LexisNexis Webinar, January 30, 2018
In the news
- Mergers & Acquisitions
Gemspring Capital buys Amplix
Dec 13, 2022The following article covers the merger of technology advisory firms ROI Communications, Blue Front Technology Group, and allConnex into a new company, Amplix, which was then acquired by an affiliate of Gemspring Capital Management. The coverage mentions NP as legal advisor for the three firms that merged and were acquired. Corporate partners Greg O’Shaughnessy from Boston and Rachel Pugliese from New York City led the NP deal team, which also included Corporate partners Tom McCord from Boston, Sean Clancy from Washington, DC, and Sam Kim from Chicago; Manchester Affordable Housing & Real Estate partner Mark Beaudoin; Chicago IP partner Janet Garetto; Boston Labor & Employment partner Jeff Gilbreth; Chicago Labor & Employment counsel Kamau Coar; Corporate associates Paul DeTurk and Carolyn Glynn from Boston and Corey Habib from Manchester; Chicago IP associate Eliana Torres; Manchester Corporate department attorney Dave Zimmermann; and Boston Corporate senior paralegal Robert Isaacson.
- Channel Futures
PE-backed New England technology advisor team-up forms Amplix
Dec 13, 2022The following article covers the merger of technology advisory firms ROI Communications, Blue Front Technology Group, and allConnex into a new company, Amplix, which was then acquired by an affiliate of Gemspring Capital Management. The coverage mentions NP as legal advisor for the three firms that merged and were acquired. Corporate partners Greg O’Shaughnessy from Boston and Rachel Pugliese from New York City led the NP deal team, which also included Corporate partners Tom McCord from Boston, Sean Clancy from Washington, DC, and Sam Kim from Chicago; Manchester Affordable Housing & Real Estate partner Mark Beaudoin; Chicago IP partner Janet Garetto; Boston Labor & Employment partner Jeff Gilbreth; Chicago Labor & Employment counsel Kamau Coar; Corporate associates Paul DeTurk and Carolyn Glynn from Boston and Corey Habib from Manchester; Chicago IP associate Eliana Torres; Manchester Corporate department attorney Dave Zimmermann; and Boston Corporate senior paralegal Robert Isaacson.
- The Deal
Resonetics to acquire two SAES units
Dec 9, 2022The following article covers Resonetics LLC’s $900 million agreement to acquire Memry Corp. and SAES Smart Materials Inc. from NP client SAES Getters SpA. The article mentions Manchester partner and Private Equity & Family Offices team leader Phil Taub and Boston partner Amy O’Keefe, both of the Corporate group, for leading the NP team representing SAES Getters on U.S. legal matters. The team also includes Chicago partner and Global Finance co-leader Rob Drobnak; Corporate partners Alexandra Lopez-Casero and Thomas McCord from Boston, Andrew Share from Manchester, and Sean Clancy from Washington, DC; Affordable Housing & Real Estate partners Mark Beaudoin from Manchester and Alison Torbitt from San Francisco; Boston Labor & Employment partner Jeff Gilbreth; Rochester Intellectual Property partner Kristen Walsh; Washington, DC Complex Disputes partner and Antitrust leader Gordon Lang; Manchester Government Investigations & White-Collar Defense partner Mark Knights; Rochester counsel and Cybersecurity & Privacy deputy leader Jenny Holmes; Boston Corporate counsel David Crosby; Washington, DC Complex Disputes counsel Brian Whittaker; Albany Affordable Housing & Finance counsel Dana Stanton; Corporate associates Shaziah Singh from New York, Anthony Bova from Boston, Corey Habib from Manchester, and Hrishikesh Shah from Chicago; and Manchester Corporate department attorney Dave Zimmermann.
- New Hampshire Union Leader
Granite Recovery Centers acquired by Texas company
This article on BayMark Health Services’ acquisition of Granite Recovery Centers mentions NP for the work by Manchester partner and Private Equity practice leader Phil Taub, Washington DC partner and Tax practice co-leader Sean Clancy, and New York City partner Rachel Pugliese and associate Shaziah Singh, all of the Corporate group, for advising Granite Recovery Centers.Jan 5, 2022 - Behavioral Health Business
BayMark Health expands SUD treatment footprint with purchase of Granite Recovery Centers
This article on BayMark Health Services’ acquisition of Granite Recovery Centers mentions NP for the work by Manchester partner and Private Equity practice leader Phil Taub, Washington DC partner and Tax practice co-leader Sean Clancy, and New York City partner Rachel Pugliese and associate Shaziah Singh, all of the Corporate group, for advising Granite Recovery Centers.Dec 23, 2021 - The Deal
Tegna recruits sports podcaster-Locked On
This article on Tegna’s expansion into the fast-growing podcast market through its acquisition of Locked On Podcast Network mentions Washington, D.C. partners John Partigan and Sean Clancy and Rochester partner Brian Kopp, all of the Corporate group, for representing Tegna. The deal team also included Rochester Labor & Employment counsel Todd Shinaman; and Washington, D.C. associate Pierce Han and Boston associate Bohao Zhou, both in the Corporate group.Jan 27, 2021 - Law360
Don’t Miss It: Vinson, Nixon Peabody Lead Week’s Hot Deals
Nixon Peabody is mentioned as counsel to Tegna in its $535 million deal to acquire two television stations and one radio station in the Midwest from Dispatch Broadcast Group.June 14, 2019 - The Deal
Dispatch exits broadcasting with Tegna deal
The following stories mention Nixon Peabody as counsel to Tegna in its $535 million deal to acquire two television stations and one radio station in the Midwest from Dispatch Broadcast Group. NP’s deal team included partners John Partigan, Brian Kopp, Sean Clancy, counsels Todd Shinaman and Al Floro, and department attorney Dana Campbell.June 12, 2019 - Law360
Nexstar sells 19 stations for $1.32B to satisfy regulators
In the following coverage, Nixon Peabody is mentioned for its role as counsel to Tegna, which agreed to purchase a number of television stations from Nexstar Media Group for $740 million. Washington, DC, Corporate partner John Partigan led the deal team.March 21, 2019 - Law360
Taxation with Representation: Nixon, Kirkland, Skadden
Washington DC Corporate partner Sean Clancy and Rochester Corporate associate Brian Mahoney are mentioned for their work on Paychex’s $1.2 billion acquisition of Oasis Outsourcing Acquisitions Corp. The deal is featured in a roundup of notable deals, with a focus on the tax attorneys who help advise on them.Nov 30, 2018 - Law360
Don't miss it: Nixon Peabody pilots Tegna’s $105M TV stations deal
Washington DC partner and team leader John Partigan is mentioned in this article for leading the deal team in Tegna Inc.’s $105 million acquisition of local television stations in Ohio and Texas. The deal team also included partners Sean Clancy, Brian Kopp, Jean McCreary and Denise Pursley; counsel Todd Shinaman; and associates Pierce Han, Dara Histed, Carolyn Lowry and Dana Stanton.Aug 24, 2018 - Big Sky Business Journal
Montana Highlights
Nixon Peabody is mentioned in this roundup of major Montana business news for its representation of Eagle Bancorp Montana, Inc., in its acquisition of Ruby Valley Bank in Twin Bridges, Montana. Nixon Peabody’s deal team was led by Public Company Transactions partner Lloyd Spencer and senior counsel Ray Gustini and included Public Company Transactions partner Sean Clancy, Real Estate partner Colette Dafoe, Energy & Environmental Group partner Jean McCreary, and Labor & Employment partners Jeff Gilbreth, Yelena Gray and Tom McCord.April 9, 2018 - Law360
In Case You Missed It: Hottest Firms and Stories On Law360
The article “Tax Reform’s Impact on Private Equity,” written by NP attorneys Sean Clancy, Shahzad Malik, Praveen Ayyagari and Brian Mahoney, was one of Law360’s most-clicked items last week.April 8, 2018 - Law360
Tax Reform’s Impact On Private Equity
Washington DC public company transactions partner Sean Clancy and associate Praveen Ayyagari, Rochester M&A and corporate transactions associate Brian Mahoney and Los Angeles M&A and corporate transactions partner Shahzad Malik contributed this expert analysis column on tax reform’s impact on private equity.April 3, 2018 - The Deal
Tegna Goes Shopping for Big Four Affiliates
Public Company Transactions practice group leader John Partigan and attorneys Brian Kopp, Mike Hausknecht, Allan Floro, Justin Thompson, Sean Clancy, Pierce Han, Erin Kansy and Carolyn Lowry were mentioned in this article for representing Tegna in its recent purchase of a CBS-affiliated TV station and two radio stations in San Diego.March 2, 2018 - Law360
3 Firms Steer $1B Real Estate Portfolio Deals Through Feb.
Boston M&A and corporate transactions partners Linda Ji and Jack Fainberg were noted as representing Chinese companies Cindat Capital Management Ltd. and Union Life Insurance Co. in a joint venture to invest $930 million in a real estate portfolio held by U.S. health care company Welltower Inc. The full deal team included partners Allen Lynch, Colette Dafoe, and Sean Clancy, and associates Dustin Hawks, Julia Walcott, and Alexander Rosso.March 9, 2017 - Law360
Nixon Peabody Adds Tax Partner from Squire Patton
This feature story highlights the arrival of Washington, DC, securities partner Sean Clancy.Jan 15, 2016
Admitted to practice
District of Columbia
U.S. Tax Court
Education
Georgetown University Law Center, M.L., Taxation
Lehigh University, B.A., with honors
Widener University School of Law, J.D., cum laude
Professional activities
- Adjunct Professor of Law (2000–2008), Taxation, Georgetown University Law Center and the Master of Laws in Taxation Program
- American Bar Association, Tax Section
- District of Columbia Bar Association, Tax Section
Recognition
- Selected, through a peer-review survey, for inclusion in The Best Lawyers in America® 2025 in the field of Tax Law; listed in Best Lawyers since 2023