Andrea M. Despotes

Senior Counsel

Andrea Despotes focuses her practice on the federal income tax aspects of transactional and controversy matters. 


Andrea Despotes focuses her practice on the federal income tax aspects of transactional and controversy matters.

Andrea advises clients on tax planning techniques for acquisitions and divestitures, joint ventures, business formations and internal restructurings, including through the use of tax-free reorganizations, spin-offs, and other deferral strategies. In tax controversy matters, she guides clients through all steps of the audit and administrative processes, from preparing IDR responses to later advocating and negotiating before IRS Appeals.

Andrea’s federal tax expertise encompasses the complex rules governing corporations, partnerships, consolidated groups, S corporations, and real estate investment trusts (REITs). She has successfully represented her clients’ interests by obtaining private letter rulings from the Internal Revenue Service, authoring tax opinions, and achieving key concessions from opposing counsel in both transactional matters and IRS administrative proceedings.

Andrea was first recognized as a leader in Chambers USA: America’s Leading Lawyers for Business (recommended in “Tax”) in 2010. She has also been selected by her peers for inclusion in The Best Lawyers in America in Tax Law and Illinois Super Lawyers.

Relevant Experience

Advised a private multi-billion dollar conglomerate on its tax-free spin-off of a major business segment, including obtaining a private letter ruling from the Internal Revenue Service and issuing of a tax opinion.

Acted as principal tax counsel representing management stockholders in connection with the sale of substantially all of the stock of a billion-dollar logistics company to private equity investors.

Acted as principal tax counsel to a public REIT with respect to numerous UPREIT acquisitions and joint venture transactions.

Acted as principal tax counsel to the lead investor in a billion-dollar real estate joint venture involving foreign government investors.

Achieved complete concession by the Internal Revenue Service of a multi-million dollar claim it brought against a multibillion-dollar manufacturing conglomerate.

Acted as principal tax counsel to an international public manufacturing company with respect to multiple acquisitions of United States target companies.

Acted as principal tax counsel to several health industry clients in major equity acquisitions and joint venture arrangements.

Acted as principal tax counsel to a Fortune 500 company in connection with strategic tax planning with respect to its interest in a multimillion dollar joint venture.

Acted variously as company counsel and underwriter’s counsel in advising on the United States tax aspects of stock offerings and acquisition transactions by various foreign public natural resource companies.

Acted as principal tax counsel to private investment partnerships, including (1) tax advice regarding complex tax allocation issues and (2) restructuring private investment funds to improve tax-efficiency of structure.

Advised multi-national manufacturing client regarding international tax matters, including U.S. foreign tax credit utilization and subpart F issues.

Speaking Engagements

Andrea has presented at national tax conferences hosted by the American Bar Association and the Practicing Law Institute, and has taught International Taxation as a member of the adjunct faculty at IIT Chicago-Kent College of Law.


J.D., Harvard Law School, 1995 (cum laude)

B.A., Stanford University, 1991 (with distinction)


“Assumptions of Liabilities in Corporate Nonrecognition Transactions,” Journal of Taxation of Corporate Transactions (July-August 2003)

“Assessing REIT Spin-Off Transactions,” Journal of Taxation of Corporate Transactions (May-June 2002).

Tax Alerts

IRS Delays Partnership Reporting Requirements with its Release of Notice 2019-66 (2020)

Implications of the TCJA for Bonus Depreciation in the Partnership Context (2019)

Inaugural Partnership Tax Matters Alert (2019)

2017 Tax Reform: Senate Proposal and Amendments to House Bill (2017)

Highlights of the 2017 House Tax Reform Bill (2017)


Andrea is admitted to practice in Illinois.

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