Jason Ayer Graham

Jason Ayer Graham

Baker & McKenzie LLP


Jason A. Graham is a partner in Baker McKenzie's Tax Practice Group in Dallas. He advises investment funds, US and multinational companies on domestic and international tax planning and transactions.

Practice Focus

Jason advises clients on broad variety of domestic and international tax issues facing companies engaged in complex mergers, acquisitions, joint ventures, dispositions and reorganizations, including post-acquisition and pre-transaction restructurings, financing transactions and investments in distressed companies. Jason also advises investment funds in fund formation, investments, restructurings, and acquisitions. In addition, Jason has extensive experience in advising multinationals on day to day global tax strategy.

Representative Legal Matters

Private Equity / Investment Funds

  • Represented a private equity fund lending to and subsequently acquiring distressed companies undergoing restructuring or through bankruptcy proceedings.
  • Represented a private equity fund in its cross-border investment in a residential and resort community in the UK and in the Caribbean. 
  • Represented a European private equity fund in the establishment of a fund-of-funds structure and its subsequent investment into a US-based fund.
  • Represented a private equity fund in its cross-border investment in a European real estate platform.
  • Represented an investment fund in its combination of two existing fund platforms and carryover of certain LPs.
  • Represented investment funds in fund formation and structuring for US, non-US, and tax-exempt investors.

Mergers & Acquisitions / Corporate Transactions

  • Represented a NYSE-listed company in the acquisition of a European target valued at approximately USD 1 billion and implemented the post-acquisition integration process.
  • Represented a NYSE-listed company in the sale of a non-core manufacturing business unit for approximately USD 1.2 billion to a TSE-listed buyer and the seller's use of sale proceeds in global restructuring, debt refinancing, and entity rationalization.
  • Represented a NYSE-listed company in its Joint Venture with a European strategic partner for the creation of a new European business and advised on and implemented the global pre-contribution restructuring and entity rationalization.
  • Advised a global manufacturer in its financial reporting segment realignment efforts, by reorganizing a subsidiary business line including the restructured licensing, distribution, and sale of manufactured goods. 
  • Represented entertainment company in its global expansion and optimized operational structure.
  • Represented a franchise hospitality company in its intellectual property migration and expansion into new markets across Asia, Europe, and Mexico.
  • Represented a luxury brand in its joint venture for the manufacture, distribution, and sale of new lines of branded retail goods.

Financing Transactions

  • Represented a port operator in a Public-Private Partnership, including securing USD 187 million in financing to support ongoing operations, maintenance, and improvements of the port facilities.
  • Represented a global public company on its global treasury function, hedging, and restructuring.


  • Texas~United States (2014)
  • New York~United States (2013)
  • Missouri~United States (2010)


  • New York University School of Law (LL.M. Taxation) (2011)
  • Washington University School of Law (J.D.) (2010)
  • Southern Methodist University (B.B.A. Finance) (2007)


  • English
  • Jason is a frequent speaker and author on a wide variety of domestic and international tax topics.