Ryan Bray

Ryan Bray


Ryan advises clients on tax aspects of corporate and partnership transactions, with a particular focus on cross-border, mergers and acquisitions transactions, joint ventures and internal restructurings.
 Furthermore, Ryan regularly advises emerging growth companies and their founders in connection with choice-of-entity decisions, and qualified small business stock (QSBS) planning.


Representative matters

Mergers and Acquisitions

Fenway Sports Group in a variety of matters, including its sale of a minority interest in Liverpool FC to Dynasty Equity, its purchase of a controlling interest in Boston Common Golf, the extension of its partnership with LeBron James and sports executive Maverick Carter through an investment in LRMR Ventures LLC, its investment in GOAL (Green Operations & Advanced Leadership), its sale of the Salem Red Sox minor league baseball club to Diamond Baseball Holdings, its ownership of The Boston Red Sox, Pittsburg Penguins, Liverpool FC and New England Sports Network. 

Strategic Sports Group (SSG) in a partnership with the PGA TOUR to launch PGA TOUR Enterprises, a new commercial venture.

Paramount Global in multiple transactions, including its $1.62 billion sale of Simon & Schuster to KKR, its $500 million sale of CNET Media Group to Red Ventures, its sale of Bellator to the Professional Fighters League, its acquisition of AwesomenessTV Holdings, LLC, and multiple joint venture transactions.

Viacom Inc. in its $30 billion merger with CBS Corporation.

Celanese Corporation in its $11 billion acquisition of DuPont’s Mobility & Materials business, its sale of a 70% interest in its Nutrinova food ingredients business to Mitsui & Co., its restructuring of its 50/50 Korea Engineering Plastics Co. joint venture with Mitsubishi Gas Chemical Company, Inc., its $1.575 billion divestiture of its interest in its Polyplastics joint venture to Daicel Corporation and various other transactions.

Ajinomoto Co. Inc. in its $554 million acquisition of Forge Biologics Holdings LLC, a U.S. gene therapy contract development & manufacturing organization.
CVS on its $69 billion acquisition of Aetna.

Unibail-Rodamco on its $25 billion acquisition of Westfield Corporation.

Canada Pension Plan Investment Board in its $6.1 billion acquisition of Pattern Energy Group Inc. and its sale of Air Distribution Technologies, Inc. to Johnson Controls, Inc.

Salesforce.com in several transactions, including its $2.8 billion acquisition of Demandware, its acquisitions of Quip, SteelBrick, ClickSoftware, MapAnything, Kerensen Consulting, Sequence and Toopher and smaller acquihire transactions.

SPX Technologies in its sale of its legacy asbestos liability portfolio to an entity owned by Global Risk Capital and Premia Holdings.

Advanced Disposal Services, Inc. in its $4.6 billion acquisition by Waste Management, Inc., and related regulatory divestitures to GFL Environmental, Inc.
SAP in its carve-out and IPO of Qualtrics International.

McGraw Hill Financial in its sale to J.D. Power to XIO Group for $1.1 billion in cash.

Passage Identity, a developer of a user authentication platform, in its acquisition by 1Password.

Zillow in its $3.5 billion acquisition of Trulia.

LBO France and Yarpa in their disposal of McIntosh Group, a leading designer, manufacturer, and marketer of high-end home audio equipment, to Highlander Partners.

Local Bounti Corporation, a breakthrough U.S. indoor agriculture company combining the best aspects of vertical and greenhouse growing technologies, in its acquisition of California-based complementary indoor farming company Hollandia Produce Group, Inc.

Tire Rack Holdings, Inc. in its sale to Discount Tire.

LyondellBasell Industries NV in its $2.25 billion acquisition of A. Schulman, Inc.
KMG Chemicals in its $1.6 billion acquisition by Cabot Microelectronics.

Bojangles’ Inc. in its sale to Durational Capital Management and The Jordan Company in a public company merger transaction.

Vontier Corporation in its $965 million acquisition of DRB Systems. 

Texas Instruments Incorporated in its acquisition of substantially all of the assets related to the operations of a 300-mm semiconductor factory from Micron Technology, Inc. for $900 million.

Amyris in several transactions, including its acquisition of OLIKA and its brand collaboration joint venture with actress and entrepreneur Tia Mowry.

Volta Inc. in an agreement to be acquired by Shell USA, a subsidiary of Shell in an all-cash transaction valued at approximately $169 million.

Volumetric Biotechnologies in its sale to 3D Systems.

Qatar Investment Authority in its offer for Canary Wharf Group plc.

Banco Bradesco S.A. on its $500 million acquisition of BAC Florida Bank.

Glatfelter Corporation in its $308 million acquisition of the Jacob Holm Group and its $175 million acquisition of Georgia-Pacific’s U.S. nonwovens businesses. 

Shiseido Company Limited (Shiseido), a leading global cosmetics company, in various transactions, including the $485 million sale of its wholly-owned subsidiary Zotos International Inc., a global haircare company.

Prairie Farms in its acquisition of certain assets of Dean Foods under a bankruptcy court approved sale procedure.

DBAG Fund VI and Deutsche Beteiligungs AG in the reorganization of Pfaudler Group.

Fairfax Financial Holdings Limited in various transactions, including its acquisitions of Allied World Assurance Company Holdings.

Liveoak Technologies, Inc. in its sale to DocuSign, Inc.

Stone Point Capital in the sale of its portfolio company, Hodges-Mace to Alight Solutions.

EQT Mid Market US GP B.V. on its acquisition of Innovyze, Inc.

ARX Holding Corp., the parent company of American Strategic Insurance Corp., in the sale of a controlling position to The Progressive Corporation.

Q Engineering, LLC in its sale to Enverus.

Centina Systems, Inc. in its sale to Ciena Corporation.

Bluespring Wealth Partners, a subsidiary of Kestra Financial, Inc., in multiple acquisitions.

Pushpay Holdings Limited in multiple acquisitions, including its acquisition of Resi Media and Church Community Builder.

Empyrean Benefit Solutions, Inc. in its acquisition of Bloom Health Corporation and in its sale to Securian Financial Group, Inc.

GENEWIZ Group in its $450 million acquisition by Brooks Automation, Inc.

CX Partners and Capital Square Partners in the $420 million sale of Minacs to Concentrix Global Holdings Inc.

American Financial & Automotive Services, Inc., and American Financial Warranty Company in the sale of 100 percent of their outstanding stock to Assurant, Inc.

Francisco Partners in various transactions.

Vector Capital in numerous transactions.

Symphony Technology Group in various transactions.

Fallbrook Technologies Inc. and certain of its affiliates in their voluntary chapter 11 cases.

Bain Capital in its acquisition of VXI Global Solutions.

Trend Micro International in its acquisition of Hewlett-Packard Company's TippingPoint business.

American Airlines and certain of its affiliates in their voluntary chapter 11 cases and merger with US Airways to form the American Airlines Group. (previous firm experience)

Venture Capital Transactions

HiddenLayer in its $50 million Series A funding co-led by M12, Microsoft's Venture Fund, and Moore Strategic Ventures.

Restream Inc. in its $50 million Series A financing led by Sapphire Ventures and Insight Partners.

Caris Life Sciences, Inc. in several transactions, including its $400 million senior secured term loan facility and its $830 million Series D financing.

Schoox Inc. in its strategic growth investment from Vista Equity Partners.

Theatro Labs, an AI-Powered voice-controlled mobile platform in its $20 million Series C financing.

LiveOak Venture Partners in multiple venture capital financings.

Capital Markets Transactions

Paramount Global (formerly ViacomCBS Inc.) in multiple transactions, including its offer to purchase for cash up to $1 billion of certain its outstanding debt securities, its $1 billion issuance of 6.375% Fixed-to-Fixed Rate Junior Subordinated Debentures due 2062 and its offerings of $2 billion of class B common stock and $1 billion of series A mandatory convertible preferred stock.
Glatfelter Corporation in its offering of $500 million aggregate principal amount of 4.750 percent senior notes due 2029.

LyondellBasell on its $3 billion “modified Dutch Auction” tender offer.
Ibere Pharmaceuticals, a blank check company formed for the purpose of effecting a merger in the pharmaceutical and life sciences industries, in its $138 million initial public offering.

Joint book-running managers and representatives of the several underwriters in Amgen Inc.’s registered offering of €2 billion of investment-grade notes, consisting of €1,250,000,000 of 1.250% senior notes due 2022 and €750,000,000 of 2.000% senior notes due 2026.

Electronic Arts Inc. in a public offering of $600,000,000 principal amount of 3.700% senior notes due 2021.

West Fraser Timber Co. Ltd. in a Rule 144A/Regulation S offering of $300 million aggregate principal amount of West Fraser’s 4.35% Senior Notes due 2024.

City Office REIT in its IPO on the NYSE and subsequent offerings.

China Rapid Finance Limited in its IPO on the NYSE.

Published Work

Lowther, T., Crouch, L., Bray, R., Emmett Moldowan, G., Aghai, I., Garg, J. 2023, “Tax Court Agrees Profits Interest Safe Harbor Should Apply to Tiered Partnership Structure”, Journal of Taxation of Investments



California, 2011
Texas, 2019


B.A., Political Science, UC, Los Angeles, 2007
J.D., Pepperdine University, 2010, Journal of Business, Entrepreneurship & the Law
LL.M., Taxation, New York University, 2011

A&O Shearman was formed on May 1, 2024 by the combination of Shearman & Sterling LLP and Allen & Overy LLP and their respective affiliates (the legacy firms). Any matters referred to above may include matters undertaken by one or more of the legacy firms rather than A&O Shearman.