Bari Zahn, Esq.

Bari Zahn, Esq.

ABOUT

Bari Zahn has nearly 20 years of experience practicing at global law firms in New York. Bari has represented a broad array of multinational clients on U.S. and cross-border transactions. She has supervised legal teams worldwide and has extensive management experience as the Founder, former CEO and General Counsel of a non-profit organization.

Bari’s expertise is in the field of tax – both international and stateside. She advises international investors, entrepreneurs, global families, and high-net-worth individuals and their family offices with tax planning, structuring and also with respect to business succession and life planning; this work includes a robust LGBT private client practice.

She helps large corporations, mid-size businesses and private clients with real estate transactions, deftly navigating the complex and sophisticated national and cross-border tax regulations. Bari also has a thriving cryptocurrency specialty, working with clients in tax planning for cryptocurrency transactions, including asset tokenization and NFT offerings for art, music and many other collectibles.

Bari worked at a number of “Big Law” firms. From 2009 through 2014, while at the law firm of Kaye Scholer, Bari counseled privately and publicly held companies, real estate funds and family offices, joint ventures, hedge funds, private equity shops, venture capitalists and pension funds on a broad spectrum of U.S. and cross-border transactions, including stock and asset acquisitions, tax-free mergers, recapitalizations and similar corporate reorganizations.

Bari has also advised state and federal instrumentalities, as well as other non-U.S. multinationals, governmental entities and sovereign wealth funds on the acquisition and disposition of U.S. real properties via REITs, U.S. Real Property Holding Companies and other similar tax-efficient real estate structures.

While at her former firms, including her time spent at Shearman and Sterling, Bari’s practice focused on both tax transaction and tax controversy matters, including the representation of clients before the IRS and the New York Taxing Authorities.

Bari also represented CEOs, COOs and other C-Suite executives on general corporate, employment, tax and other business-related matters, often acting as outside general counsel to many such clients.

Bari earned her law degree from Brooklyn Law School in 1995. She received her Bachelor of Arts degree from New York University in 1988 and completed a semester abroad at Franklin College in Lugano, Switzerland.

 

Selected Publications

  • “Non-qualified Deferred Compensation Arrangements,” Taxation of Executive Compensation and Retirement, February 2009
  • “Canadian Companies—Act Now to Ensure Deferred Compensation Arrangements Comply with U.S. Tax Laws Under Section 409A,” Taxation of Executive Compensation and Retirement, vol. 19, no. 6, Federated Press, Toronto, September/October 2008
  • “Corporate Governance: American Jobs Creation Act,” Lexpert, April 1, 2005
  • “The Potential Effect of the American Jobs Creation Act,” co-authored with Christina Medland, Taxation of Executive Compensation and Retirement, Federated Press, Toronto, December/January 2005

 

Awards

  • SmartCEO’s Brava Award, 2015, celebrating top female CEOs who have both entrepreneurial spirit and a passion for giving back to their community.
  • Brooklyn Law School, 2014 LGBT Community Activism Award
  • New York State Bar Association’s Empire State Counsel, Pro Bono Award
  • New York City Council Proclamation: For Outstanding Community Service, as Founder of Living Beyond Belief HIV/AIDS Youth Education Non-profit
  • Honored NY1 News New Yorker of the Week for AIDS awareness work among teens in the city, interviewed – June 24, 2005

SELECTED TRANSACTIONS

STO for Blockchain-Based Gaming Platform

Represented a non-US issuer in connection with launching a $30M security token offering (STO) in the US for developing a blockchain-based gaming platform

STO for a Major Foreign Digital Exchange and Wallet Service

Represented a client in tokenizing a part of equity in a foreign digital currency exchange and digital wallet by offering tokenized preferred shares through a U.S. SPV (Delaware corporation).

STO for Blockchain-based Marine Navigation Network

Represented blockchain-based marine navigation service with AI capabilities in structuring a security token offering (STO) in the US

STO for Digital Healthcare Platform

Represented a non-US issuer in connection with launching a security token offering (STO) for developing and operating digital healthcare platform

STO for B2B / B2C Blockchain Freelance Platform

Represented B2B / B2C blockchain freelance platform in the process of raising capital through Regulation D and S offerings to U.S. and non-U.S. investors, including review and analysis of the white paper and the project, preparation of the private placement memorandum (PPM), subscription agreements, guidance regarding the process of investor accreditation as well as AML/KYC checks, and filing Form D with the SEC.

STO for Developing Renewable Energy Farms + Data Centers

Represented a non-US issuer in structuring a security token offering (STO) for developing a digital currency operation in the US and abroad

STO for Digital Currency Exchange and E-commerce Platform

Represented a FinTech company developing a digital currency exchange and e-commerce platform with structuring a security token offering (STO) featuring multiple types of security tokens, with and without voting rights and dividend distributions

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