Robert G. McElroy Partner

Bob advises public and private companies on tax matters related to mergers, business acquisitions and capital restructurings.

He also counsels emerging-growth and middle-market companies in structuring and closing tax-advantaged investments and acquisitions, including private equity and mezzanine financings and contingent or convertible equity rights. Recent transactions crossed diverse industries, including insurance, healthcare, manufacturing, technology and telecommunications, real estate, oil and gas, commodity trading, and retail.

Having previously served as tax counsel for a Fortune 100 multinational corporation, Bob has substantial experience in tax-free restructurings and international transactions, including cross-border acquisitions and debt/equity financings. His responsibilities included international operations in the United States, Europe and South America. He began his career as a certified public accountant with a national accounting firm. Bob served in the accounting firm's Washington, D.C., office and later assumed responsibility for tax planning, tax audit and assurance on several Fortune 500 multinational companies and a number of private businesses.

Bob frequently lectures on tax matters, including mergers, acquisitions, partnerships and international transactions. He is a regular presenter at tax conferences, including the annual William & Mary Tax Conference and the annual Virginia Conference on Federal Taxation at the University of Virginia. He is also a frequent in-house instructor for CPAs at prominent accounting firms.


Represented client in the acquisition (via merger) of a $2.3 billion public company, including negotiation of merger agreement and preparation of offering memoranda and supporting tax opinions.

Assisted various public and private clients doing business in diversified industries in structuring Section 355 spin-offs, including strategies for intercompany and third-party debt and submissions of private letter rulings to the Internal Revenue service.

Represented a foreign private equity fund in its $1 billion acquisition of the fluid and power division of a public company with subsidiaries and operations in the United States and multiple foreign jurisdictions.

Developed and negotiated a tax-advantaged acquisition structure for a $650 million energy joint venture with tax-advantaged capital and equity rights.

Represented a private company in the $400 million sale of its mechanical and aerospace operations to a U.S. buyer.

Implemented a strategy to qualify a $700 million energy-based business alliance for tax-advantaged financing and rapid depreciation deductions.

Represented a public consumer products company with the issuance of tracking stock, and the follow-on representation of its successful spin-off under Section 355, including preparation of offering documents, tax-related related securities filings, and tax opinions.

Represented a telecommunications company in the formation of a joint investment partnership and the subsequent acquisition of assets, with $725 million of combined debt and equity capitalization, utilizing trusts to secure creditors.

Represented owners of a private construction-materials company in negotiating and closing a $130 million sale with contingent stock rights for senior executives.

Represented a public company in the $180 million sale of its international textile and apparel supplies division with subsidiaries in the United States and over 20 foreign jurisdictions.

Represented a private equity portfolio company in connection with the expansion of its digital and electronic marketing and distribution business into Europe.

Represented a private UK athletic supplies distribution company in the formation of a US marketing and sales subsidiary.

Represented a large, privately controlled U.S. company in the sale of its specialty steel business to a German steel manufacturer.

Represented a venture capital investor in connection with a Series B venture financing in a company that owns and operates a new digital out of home television network.

Represented the world’s leading supplier of technology, integrated project management and information solutions to customers working in the oil and gas industry worldwide in its investment in a cathodic atmospheric plasma company.

Represented a private equity fund in a recapitalization of a designer and manufacturer of custom precision optics and optical assemblies.

Represented a wholesale provider of audiometric equipment in the sale of the company to an international medical device manufacturer.

Closed a credit facility for a portfolio company/private equity firm to fund an equity recapitalization and dividend to the company's shareholders.

Represented a leading provider of e-learning performance support solutions in connection with an investment by a venture capital firm.

Represented a leading middle market private equity fund in the acquisition of a growing Texas-based health business.

Represented a publicly-traded manufacturer of high-speed interconnect solutions in its asset acquisition of a silicon photonics-based technology manufacturer.

Represented a distributor and provider of repair, maintenance and installation services to the fueling infrastructure industry (and a portfolio company of a private equity firm), in a recapitalization through a financing led by a private equity firm.

  • Cleveland State University, Cleveland-Marshall College of Law, JD
  • Georgetown University Law Center, LLM
  • Miami University, BA

Past Chair, International Section, Virginia Bar Association

Board of Directors, AICPA International Tax Committee

  • Illinois
  • Virginia

Selected for inclusion in The Best Lawyers in America, Tax Law, Woodward/White, Inc., 2005-2019

Named to "Virginia Super Lawyers," Tax: Business, Mergers & Acquisitions, International, Super Lawyers, Thomson Reuters, 2006-2013, 2015-2017

Fellow, American College of Tax Counsel

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