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Lowenstein Sandler LLP

Lesley P. Adamo

Lesley P. Adamo



  • Corporate
  • Blockchain Technology & Digital Assets
  • Investment Management
  • Bankruptcy, Financial Reorganization & Creditors' Rights

WSG Practice Industries


Lowenstein Sandler LLP
New York, U.S.A.


Lesley works closely with clients, as well as her corporate colleagues, to understand clients' business objectives and help ensure that transactions are structured tax-efficiently. She provides counsel on a variety of transactional tax matters, including corporate, partnership, and individual tax issues arising at the federal, state, and international levels, and she advises clients in connection with mergers and acquisitions, joint ventures, fund formation, and the various tax issues specific to startup businesses and their founders. Lesley also has extensive experience in various other tax matters, such as cross-border transactions, blockchain transactions, qualified opportunity funds, bankruptcy-related issues, and derivative transactions.

Prior to joining the firm, Lesley was an associate at Winston & Strawn, where she focused on tax planning matters for high-net-worth individuals, multinational corporations, and investment funds. During law school, Lesley provided pro bono legal services through Fordham University School of Law's Tax and Consumer Litigation Clinic, where she represented clients in consumer transaction and tax controversy matters.

Bar Admissions

    New York


New York University School of Law (LL.M. 2015), Taxation
Fordham University School of Law (J.D. 2010); Ruth Whitehead Whaley Scholar; Fordham Urban Law Journal
Amherst College (B.A. 2007), Economics and Psychology
Areas of Practice

Bankruptcy, Financial Reorganization & Creditors' Rights | Blockchain Technology & Digital Assets | Corporate | Investment Management | Mergers & Acquisitions | Real Estate | Tax

Professional Career

Significant Accomplishments

Represented TRANZACT, and its executive management team, a provider of comprehensive, direct-to-consumer sales and marketing solutions for leading insurance carriers in the United States, in its $1.4 billion sale to Willis Towers Watson, a leading global advisory, brokering and solutions company.

Represented Ethoca, a global provider of technology solutions that help merchants and card issuers collaborate in real-time to quickly identify and resolve fraud in digital commerce, in its acquisition by Mastercard (NYSE: MA).

Represented Cambium Learning Group, Inc. (Nasdaq: ABCD), a leading SaaS educational technology solutions company, in its $900 million acquisition by Veritas Capital, a New York-based private-equity firm.

Represented Regulatory Professionals, Inc., a global integrated regulatory outsourcing providers to the pharmaceutical, biopharmaceutical, and medical device industries, in its acquisition by Premier Research, a global provider of clinical development services to biopharmaceutical product innovators.

Represented Aceto Corporation, an international company engaged in the development, marketing, sale and distribution of human health products, pharmaceutical ingredients and performance chemicals, in the $411 million sale of its chemical business assets, plus the payment of cure costs and the assumption of certain liabilities, to an affiliate of New Mountain Capital, LLC, through a Court-supervised process under Section 363 of the Bankruptcy Code.

Represented Aceto Corporation, an international company engaged in the development, marketing, sale and distribution of Human Health products, Pharmaceutical Ingredients and Performance Chemicals, in the $137 million sale of its pharmaceutical business assets, including the payment of cure costs and the assumption of certain liabilities, to an affiliate of Suven Life Sciences Limited and Shore Pharma Investments, LLC, through a Court-supervised process under Section 363 of the Bankruptcy Code.

Represented FTP Power LLC (sPower), the largest independent owner, operator, and developer of utility-scale solar assets in the United States, in its $2.1 billion sale to affiliates of The AES Corporation and Alberta Investment Management Corporation by Fir Tree Partners and sPower's minority owners.

Represented The Estée Lauder Companies Inc., one of the world's leading manufacturers and marketers of quality skin care, makeup, fragrance, and hair care products, in its $1.45 billion acquisition of Too Faced, one of the fastest-growing makeup brands in the specialty-multi and online categories.

Represented Vesey Street Capital Partners (VSCP), as part of the recapitalization of HealthChannels, the parent company of ScribeAmerica. VSCP, a strategic private equity firm dedicated to health care services investments, led the recapitalization alongside HealthChannels’ management team.

Represented The Estée Lauder Companies Inc. in its acquisitions of BECCA Cosmetics, RODIN olio lusso, and Smashbox Beauty Cosmetics.

Represented TRANZACT, the leading provider of direct-to-consumer sales and marketing solutions for insurance carriers in the United States, in its sale to private equity fund Clayton Dubilier & Rice.

Represented 160over90, a national branding and creative services agency, in the sale of a majority stake to Searchlight Capital Partners, a private equity firm.

Represented The Estée Lauder Companies Inc. in its acquisition of By Kilian, a Paris-based prestige fragrance brand.

Represented System One Holdings, LLC’s management team, a leading professional staffing company focused on the nuclear wind and solar industries, in connection with Thomas H. Lee Partners L.P.’s investment in System One.

Represented Fir Tree Inc. and its affiliated funds as the majority stockholder of CiG Wireless Corp. (OTCBB: CIGW) in connection with the $150 million merger between CiG Wireless and Vertical Bridge Holdings LLC.

Represented Indorama Ventures Public Company Limited in its acquisition from BP Amoco Chemical Company of a 1,000-acre manufacturing facility located in Decatur, Alabama, which produces one million metric tons of annual purified terephthalic acid capacity and 732,000 metric tons of paraxylene capacity.

Represented Celimmune LLC, a clinical development-stage immunotherapy company focused on treating and preventing autoimmune diseases, in connection with its licensing of a Phase 2-stage, anti-IL-15 monoclonal antibody (AMG 714) from Amgen (NasdaqAMGN).

Represented The Estée Lauder Companies Inc. in its acquisition of GLAMGLOW, a Hollywood skin care brand.

Represented The Estée Lauder Companies Inc. in its acquisition of Editions de Parfums Frédéric Malle, the storied fragrance brand established by the iconic perfumer Frédéric Malle.

Represented The Estée Lauder Companies Inc. in its acquisition of Le Labo, the high-end fragrance and sensory lifestyle brand with a distinct French heritage and an emphasis on fine craftsmanship and personalization.

Represented long-time private equity fund client Veronis Suhler Stevenson and its portfolio company, TRANZACT, in connection with VSS's exit from its investment in White Mountains Insurance Group Ltd.

Speaking Engagements

Lesley P. Adamo addresses Taxation of the Digital Economy as part of PLI's Global Institute on International Taxation 2019. Her presentation will address:

  • Will there be international consensus?
  • OECD Digital Economy Task Force
  • European Commission proposals, unilateral measures
  • What should businesses be doing to plan?

Global Institute on International Taxation 2019 program description:

PLI is proud to announce the latest addition to our UK Centre for Legal Education, the Global Institute on International Taxation 2019. We have assembled a group of UK and U.S. tax experts who will explore global international tax issues and their impact UK tax professionals. Whether you are a solicitor, barrister, accountant or other professional you do not want to miss this unique educational opportunity.

The program will cover:

  • Taxation of the digital economy, including the OECD Digital Economy Task Force and European Commission proposals
  • The current global landscape for the taxation of intellectual property
  • Transfer pricing, APAs and other tax rulings
  • The new DA6 mandatory tax disclosure rules
  • EU state aid challenges
  • HMRC priorities and approach

Additional information:

  • Adamo's presentation takes at 9:15 a.m. BST.
  • The entire program runs 9 a.m.-5 p.m. BST.
  • It will held in person at BCLP, Adelaide House, London Bridge, London, GBR. It will also be available as a live webcast.  

Marie T. DeFalco and Lesley P. Adamo will be speaking on panels at the Opal Group’s Family Office Winter Forum

Families and financial managers will enjoy a fast pace day of interactive panel discussions and networking breaks. With over 500 delegates there is always an opportunity to meet potential clients. While in the session room, trending investment topics will be addressed by some of Wall Street’s most sought after managers and advisors. Themes of family governance, alternatives, and impact investing, will have even the most cynical of New Yorkers believing in their financial future. The Family Office Winter Forum will leave each delegate stimulated, enlightened and in that New York State of Mind.

LocationNew York Athletic Club, 180 Central Park S, New York, NY

Additional Information:

  • Lesley P. Adamo will be speaking on the “Opportunity Zones & the Impact of Tax Reform on Real Estate Strategies: Market Level Update” panel at 10:15 a.m.
  • Marie T. DeFalco will be speaking on the “Direct vs. Co-Investment vs. Commingled Funds” panel at 3:45 p.m

 Lowenstein Sandler is committed to the health and well-being of our clients, colleagues, and guests. Given recent developments concerning the Coronavirus and current guidance from the Centers for Disease Control (CDC), we are asking any registrants who have traveled to countries that are on the CDC’s Warning, Alert, or Watch lists (currently, Mainland China, Hong Kong, Iran, Italy, Japan, and South Korea), or who have been in proximity to others who recently visited those locations in the past 14 days, to please refrain from attending this program.

You can find the CDC’s up-to-date information about the coronavirus here. If you have any questions or concerns about whether to attend our program, please feel free to contact us.

Thank you for your understanding.

Professional Activities and Experience

  • Rising Star - Super Lawyers - Adamo
  • 2019 Leadership Council on Legal Diversity Fellows Program (Adamo)


Founders of startups usually hold their stock subject to “vesting” (stock subject to vesting is also known as “restricted stock”), which generally raises a tax question under Section 83(b).1 How the founder answers this tax question – and they must answer it early in their vesting period – could tremendously impact that founder’s taxes, both now and in the future, on that stock.

This article (1) discusses the general tax treatment of receiving ‘restricted stock’ (stock subject to vesting) whether for a founder, executive, board member, advisor or anyone else providing a service to the company, (2) considers the commonly discussed election under Section 83(b) (an “83(b) Election”) as well as the interplay between Section 83 and Qualified Small Business Stock (or QSBS), and (3) lays out detailed examples of how (not) making a Section 83(b) Election could play out over the several years following receipt of restricted stock. For more on QSBS, see Edward Zimmerman and Brian Silikovitz, “Gimme Shelter: VC-Backed M&A Tax Strategies For QSBS/1202,” Forbes (July 18, 2016, we refer to this article as the “Zimmerman/Silikovitz QSBS Article”).

WSG's members are independent firms and are not affiliated in the joint practice of professional services. Each member exercises its own individual judgments on all client matters.

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