Ram Sachs

Section 45Z, which was added to the Code by the Inflation Reduction Act of 2022 and amended by the One Big Beautiful Bill Act, provides a tax credit for eligible fuels that are produced after December 31, 2024 and sold before January 1, 2030.~~On February 3, 2026, the Internal Revenue Service (the IRS) and the Department of the Treasury (the Treasury) issued proposed regulations (the Proposed Regulations) regarding clean fuel production tax credits under section 45Z (the 45Z Credit).[1]  Section 45Z, which was added to the Code by the Inflation Reduction Act of 2022 and amended by the One Big Beautiful Bill Act (the OBBBA), provides a tax credit for eligible fuels that are produced after December 31, 2024 and sold before January 1, 2030.[2]  The text of the Proposed Regulations can be found here.  Our prior alert on the changes enacted by the OBBBA to clean energy tax provisions can be found here.~~The Proposed Regulations[3] are lengthy and complex and address a myriad of issues.  Below, we highlight five significant issues and developments.~~[1] Unless indicated otherwise, all “section” references are to the Internal Revenue Code of 1986, as amended (the Code ).~~[2] The legal name for the Inflation Reduction Act of 2022 is “An Act to provide for reconciliation pursuant to title II of S. Con. Res. 14,” and the legal name for the OBBBA is “an Act to provide for reconciliation pursuant to title II of H. Con. Res. 14.”~~[3] The preamble to the Proposed Regulations provides that taxpayers may rely on the Proposed Regulations until final regulations are published in the Federal Register, provided that taxpayers follow the Proposed Regulations in their entirety and in a consistent manner.  91 Fed. Reg. 5160, 5181 (Explanation of Provisions, IX).~~The following Gibson Dunn lawyers prepared this update: Josiah Bethards, Michael Q. Cannon, Matt Donnelly, Abram Dorrough, Blake Hoerster, and Eric B. Sloan.~~Gibson Dunn lawyers are available to assist in addressing any questions you may have regarding this proposed legislation. To learn more about these issues or discuss how they might impact your business, please contact the Gibson Dunn lawyer with whom you usually work, the authors, or any member of the firm’s Tax and Tax Controversy and Litigation practice groups:~~Tax: Dora Arash – Los Angeles (+1 213.229.7134, darash@gibsondunn.com) Sandy Bhogal – Co-Chair, London (+44 20 7071 4266, sbhogal@gibsondunn.com) Michael Q. Cannon – Dallas (+1 214.698.3232, mcannon@gibsondunn.com) Jérôme Delaurière – Paris (+33 (0) 1 56 43 13 00, jdelauriere@gibsondunn.com) Anne Devereaux* – Los Angeles (+1 213.229.7616, adevereaux@gibsondunn.com) Matt Donnelly – New York/Washington, D.C. (+1 212.351.5303, mjdonnelly@gibsondunn.com) Benjamin Fryer – London (+44 20 7071 4232, bfryer@gibsondunn.com) Evan M. Gusler – New York (+1 212.351.2445, egusler@gibsondunn.com) James Jennings – New York (+1 212.351.3967, jjennings@gibsondunn.com) Kathryn A. Kelly – New York (+1 212.351.3876, kkelly@gibsondunn.com) Rachel D. Kleinberg – Palo Alto (+1 650.849.5207, rkleinberg@gibsondunn.com) Brian W. Kniesly – New York (+1 212.351.2379, bkniesly@gibsondunn.com) Pamela Lawrence Endreny – Co-Chair, New York (+1 212.351.2474, pendreny@gibsondunn.com) Gregory V. Nelson – Houston (+1 346.718.6750, gnelson@gibsondunn.com) Benjamin Rapp – Munich/Frankfurt (+49 89 189 33-290, brapp@gibsondunn.com) Jennifer Sabin – New York (+1 212.351.5208, jsabin@gibsondunn.com) Eric B. Sloan – Co-Chair, New York/Washington, D.C. (+1 212.351.2340, esloan@gibsondunn.com) Edward S. Wei – New York (+1 212.351.3925, ewei@gibsondunn.com) Lorna Wilson – Los Angeles (+1 213.229.7547, lwilson@gibsondunn.com) Daniel A. Zygielbaum – Washington, D.C. (+1 202.887.3768, dzygielbaum@gibsondunn.com)~~Tax Controversy and Litigation: Saul Mezei – Washington, D.C. (+1 202.955.8693, smezei@gibsondunn.com) Sanford W. Stark – Chair, Washington, D.C. (+1 202.887.3650, sstark@gibsondunn.com) C. Terrell Ussing – Washington, D.C. (+1 202.887.3612, tussing@gibsondunn.com)~~*Anne Devereaux, of counsel in the firm’s Los Angeles office, is admitted to practice in Washington, D.C.~~© 2026 Gibson, Dunn & Crutcher LLP.  All rights reserved.  For contact and other information, please visit us at www.gibsondunn.com.~~Attorney Advertising: These materials were prepared for general informational purposes only based on information available at the time of publication and are not intended as, do not constitute, and should not be relied upon as, legal advice or a legal opinion on any specific facts or circumstances. Gibson Dunn (and its affiliates, attorneys, and employees) shall not have any liability in connection with any use of these materials.  The sharing of these materials does not establish an attorney-client relationship with the recipient and should not be relied upon as an alternative for advice from qualified counsel.  Please note that facts and circumstances may vary, and prior results do not guarantee a similar outcome.~~Download PDF~~

Feb 6

3 min

Gibson, Dunn & Crutcher on Monday announced the hiring of Rachel Kleinberg, the former coleader of Sidley Austin's tax practice. Kleinberg joins Gibson Dunn's Palo Alto office as a partner in the firm's tax practice group, where she will continue to advise private equity and corporate clients on U.S. federal tax issues in a variety of transactions, per a firm press release. Tax practice group cochair Eric Sloan characterized Kleinberg as "one of California's leading tax lawyers" in the Monday release. "As the transactional market continues to gain momentum and federal tax legislation grows increasingly complex, she further enhances our capabilities, both nationally and on the West Coast, and strengthens our ability to counsel clients on cross-border matters across our global platform," Sloan said. Kleinberg said in the release that she had known the Gibson Dunn tax team for years, adding that its depth of talent is "truly impressive and highly respected." "I'm very much looking forward to contributing to the continued growth of this preeminent practice," she added. Kleinberg joined Sidley in April 2020 and was named coleader of the firm's global tax practice in February 2024. A Sidley spokesperson did not immediately respond to a request for comment on Kleinberg's departure.

Jan 5

1 min

Sidley represented The Brink’s Company (NYSE: BCO) in its acquisition of NCR Atleos Corporation (NYSE: NATL) in a cash and stock transaction valued at approximately US$6.6 billion. The deal combines two leading financial technology infrastructure providers, bringing together Brink’s global cash management expertise and route-based infrastructure with NCR Atleos’ end-to-end ATM management and services expertise, ATM network, and fast-growing ATM-as-a-Service outsourcing solutions. Sidley served as both transaction and financing counsel to Brink’s in the transaction. The transaction has been unanimously approved by the boards of directors of both companies and is expected to close in the first quarter of 2027, subject to customary closing conditions. The Sidley team was led by David Grubman, Adam Cromie, George Hunter, and Dustin Page (M&A), and included Lisa Holzman, Evan Kowalski, Jordan Lemoine, and David Hoff (M&A); Angela Fontana, Tracey Nicastro, Caroline Roberts, and Alexander Waddell (Global Finance); Sonia Gupta Barros, Alexander Csordas, Samir Gandhi, and Kayla West (Capital Markets); Suresh Advani, Christian Brause, Eric Grosshandler, and Patrick Gray (Tax); Gregory Marrs, Elizabeth Burns, and Steven Szymanski (Employee Benefits and Executive Compensation); Corey Roush, Murray Reeve, and Anna Kubinska (Antitrust and Competition); Sven De Knop, Alessandra Moroni, James Daher, and Laura Verbeken (Global Arbitration, Trade and Advocacy); Stanley Boris and Matthew Katz (Banking, Payments and Fintech); Colleen Brown and Stephanie Lim (Privacy and Cybersecurity); Heather Palmer (Environmental, Health, and Safety); Natalie Piazza, Vishnu Tirumala, Melissa Gerdts, Amber Otto, Chetan Reddy, and Shannon McDonald (Commercial Litigation and Disputes); and Derek Zaba (Shareholder Activism & Corporate Defense).

Feb 26

1 min

Sidley represented Alight, Inc. (NYSE: ALIT) in its settlement of an activism campaign by Starboard Value LP. Pursuant to the cooperation agreement between Alight and Starboard, Alight appointed two new independent directors to its Board of Directors. Starboard had previously nominated a slate of four candidates for election to the Board at Alight’s upcoming annual meeting. A link to the press release is here. Sidley’s team was led by partners Derek Zaba and Jessica Wood and included associates Ram Sachs, John Neal, Carly McCabe, and law clerk Eboni Clay.~~Sidley represented Alight, Inc. (NYSE: ALIT) in its settlement of an activism campaign by Starboard Value LP. Pursuant to the cooperation agreement between Alight and Starboard, Alight appointed two new independent directors to its Board of Directors. Starboard had previously nominated a slate of four candidates for election to the Board at Alight’s upcoming annual meeting. A link to the press release is here. Sidley’s team was led by partners Derek Zaba and Jessica Wood and included associates Ram Sachs, John Neal, Carly McCabe, and law clerk Eboni Clay.

May 7

1 min

Sidley Austin has hired three investment funds partners from Clifford Chance in New York, continuing its aggressive hiring strategy. The firm is bringing in partners Cliff Cone, Michael Sabin and Dan Drabkin into its investment funds group as it continues to build out the practice in the city. At Clifford Chance, Cone and Sabin were co-heads of the firm’s U.S. funds and investment management practice. Cone spent nearly 13 years at Clifford Chance, according to his LinkedIn profile, and Sabin joined the firm in 2017. A recent Law.com analysis found that Clifford Chance reported £385 million in Americas revenue in 2025, up from £332 million the previous year, making the region its third-largest after Europe and Asia-Pacific. Brian Fahrney, chair of Sidley’s executive committee, said the hires bring experience in the funds space and relationships with investment funds and asset managers. The additions come as Sidley has made a series of hires to strengthen its investment funds capabilities. Recent arrivals include Shane Goudey in Palo Alto, who leads the venture funds practice; John Muno in Chicago, who leads the private equity funds practice; Mathew Eapen in Boston, who focuses on venture capital, growth equity, and technology- and healthcare-focused funds; and Ed Gander, Stephen Fox and Peter Boulle in London, who advise global fund managers across private equity, infrastructure, real estate, credit and secondaries funds. For Clifford Chance, the firm added Sheelka Arora-Cox in New York from Pillsbury Winthrop Shaw Pittman as a partner in its energy and infrastructure finance team, supporting its renewables and project finance practice as well as private equity partner Andrea Gede-Lange from Fried Frank in September 2025. In January 2026 the firm added partner Alexandra Diehl, along with her 14 strong team who are joining the firm’s Frankfurt office from White & Case. A Clifford Chance spokesperson said: "We thank Michael, Cliff and Dan for their contributions to the firm and wish them well for the future."

Jan 20

1 min