Biography

Barbara Kelly has extensive experience with sophisticated domestic and international transactional matters and focuses her practice on the income tax concerns of large business organizations. She has considerable experience in bankruptcy and restructuring matters, including representation of creditors’ committees in connection with the formation, funding, and operation of creditors’ trusts. Barbara advises multinational corporations and private equity investors in purchase and sale transactions, and the debt and equity structures of target companies in a variety of industries. She has worked extensively on specialized transactions, including asset-backed securitizations, acquisitions of certified historic properties subject to federal and state rehabilitation tax credits, and business sales under court supervision for the benefit of victims’ restitution trusts.

Barbara began her professional career as a Certified Public Accountant with Arthur Andersen & Co. in New York City.

Representation

Advising Justice John K. Trotter (Ret.), Trustee, and Cathy Yanni, Claims Administrator, of the PG&E Fire Victim Trust on multiple aspects of trust administration and asset management, qualified settlement fund tax considerations, claims distribution tax matters, and related compliance with applicable laws. Following the catastrophic Northern California wildfires of 2015 to 2018, PG&E Corporation filed for bankruptcy protection in 2019 and a Plan of Reorganization under Chapter 11 of the United States Bankruptcy Code was confirmed by the Bankruptcy Court for the Northern District of California in 2020. The Plan became effective, and a multi-billion dollar Fire Victim Trust was formed and funded, on July 1, 2020 to administer the economic and noneconomic damage claims of tens of thousands of wildfire victims as a result of the 2015 Butte Fire, 2017 North Bay Fires, and 2018 Camp Fire, which caused destruction or damage to real estate and personal property, business losses, personal injury and wrongful death, and emotional distress.

Advising the Governmental Plaintiff Ad Hoc Group with respect to tax matters under a global settlement to resolve all opioid-related claims against Mallinckrodt Pharmaceuticals.

Advising the Ad Hoc Committee of consenting Governmental & Other Contingent Litigation Claimants in the bankruptcy cases of Purdue Pharmaceuticals, In re Purdue Pharma, L.P., with respect to tax matters affecting the settlement framework with Purdue and its shareholders (the Sacklers) for a proposed consensual plan in the bankruptcy.

Advising Professor Eric D. Green in his capacities as (i) court-appointed Special Master of the $975 million restitution fund established in connection with the plea agreement between the Department of Justice and Takata Corporation arising from defective airbag inflators; (ii) Trustee of the Takata Airbag Tort Compensation Trust Fund created pursuant to the Chapter 11 Plan to compensate affected individuals; (iii) Original Equipment Manufacturers’ Claims Administrator in connection with overseeing distributions to 57 automobile manufactures around the world related to defective airbag losses.

Advising on tax matters applicable to lenders to Pier 1 Imports Inc.

Advised the Plaintiffs’ Executive Committee in the bankruptcy case of Insys Therapeutics, Inc. regarding certain tax matters under a consensual settlement plan for the benefit of all plaintiffs including cities, counties, and American Indian Tribes in multi-district opioid litigation.

Advised Queensgate Investment LLP in acquiring a U.S. based group of hotels for approximately $400 million, focusing on interfacing with and addressing the concerns of the existing tax credit investors, advising on all documentation necessary to preserve the historic tax credit structure including financing documents related to the properties.

Advised the Official Equity Committee on U.S. tax matters, including impact of cross-border (Canadian) tax matters in connection with the Chapter 11 case of Performance Sports Group, Inc. and the resultant post-bankruptcy creditors’ liquidation trust.

Advised the Ad Hoc Group of Senior Secured Lenders on tax matters in connection with the pre-arranged bankruptcy plan of Millennium Lab Holdings and the resultant post-bankruptcy creditors’ liquidation trusts.

Advised the Special Committee of the Board of Directors of Tropicana Entertainment on tax matters relevant to the combined issuer tender offer by Tropicana and its controlling stockholder to repurchase approximately $140 million of stock.

Advised the Ad Hoc Committee of Second Lien Noteholders on tax matters in the Chapter 11 proceedings of Energy Future Holdings Corporation.

Advised the Official Committee of Unsecured Creditors on tax matters in connection with the Chapter 11 proceedings of the New England Compounding Center (NECC) and the resultant $200 million settlement fund for victims and claimants.

Advised ARIX Bioscience PLC, a global healthcare and life sciences company, on United States tax matters in connection with its €100 million initial public offering on the London Stock Exchange.

Advised international pharmaceuticals company Midatech Pharma PLC on tax matters related to its acquisition of NASDAQ-listed Dara BioSciences Inc.

Advised Lupin Limited, a multinational pharmaceutical corporation headquartered in Mumbai, on U.S. tax matters in connection with its $880 million acquisition of GAVIS Pharmaceuticals, LLC.

Education

New York University Law School – LL.M., 1987
Georgetown University – J.D. cum laude, 1981
City University of New York, Queens College – B.A., magna cum laude, 1976

Bar Admissions

New York
U.S. Tax Court
Awards and Honors
Recognized by The Legal 500 U.S. as a Recommended Attorney for Tax – U.S. Taxes: Non-contentious (2019-2020)
Community Involvement
Advisor to the Board of Directors, T2K Breast Cancer Coalition
Member, Georgetown Law Alumni Admissions Program
Former Executive Committee Member of the Board of Directors, Guide Dog Foundation for the Blind, Inc.
Former Executive Committee Member of the Board of Directors, America’s VetDogs
Founder and Advisor, Manhasset Junior Coalition Against Breast Cancer
Former President and Member of the Board of Directors, Manhasset Women’s Coalition Against Breast Cancer