Pardis Zomorodi

  • Partner
  • 10250 Constellation Blvd.
  • Suite 1100
  • Los Angeles, CA 90067
  • USA
  • T +1.424.653.5565


Pardis Zomorodi, Deputy Office Managing Partner for the Century City and Los Angeles offices, advises US and international public and private companies, including REITs, private equity firms, and investment banks, on tax aspects of complex transactions, including mergers and acquisitions, spin-offs, and joint ventures.

Ms. Zomorodi regularly counsels clients on structuring taxable and tax-free mergers, acquisitions, dispositions, and spin-offs. She draws on considerable experience advising private equity firms, entertainment companies, and strategic buyers and sellers in public and private transactions.

Ms. Zomorodi often advises REITs on the tax aspects of formation transactions, mergers and acquisitions, securities offerings, and ongoing operational matters. She has also helped clients obtain private letter rulings from the IRS on a number of tax matters.


Mergers & Acquisitions

Ms. Zomorodi’s recent representative M&A transactions include:

  • Virgin Galactic in its merger with Social Capital Hedosophia, creating the first publicly-traded commercial human spaceflight company
  • PIMCO in its acquisition of Gurtin Municipal Bond Management
  • Cheesecake Factory in its acquisition of Fox Restaurant Concepts
  • Entercom in its US$3 billion merger with CBS Radio
  • Ares Capital Corporation in its US$3.4 billion acquisition of American Capital
  • Legendary Entertainment, a US-based film and television production company, in its US$3.5 billion majority stake sale to Dalian Wanda Group
  • Participant Media in its joint venture with DreamWorks Studios, Reliance Entertainment, and Entertainment One to form Amblin Partners, a new film, television, and digital content creation company
  • Marlin Equity Partners in its acquisition of HotSchedules and Fourth, two leading providers of workforce, inventory, and operations management solutions to the global restaurant and hospitality industry
  • Transom Capital Group in its acquisition of Conair Corporation’s professional liquids division

Her REIT clients, including as underwriter’s counsel, consist of:

  • Rexford Industrial Realty, Inc.
  • Sunstone Hotel Investors, Inc.
  • Extra Space Storage Inc.
  • HCP, Inc.
  • Store Capital Corporation
  • MGM Growth Properties LLC
Spin-off Transactions

Ms. Zomorodi has also represented multiple clients in spinning-off business segments and divisions to create stand-alone, independent publicly listed companies, including:

  • Delphi Automotive in its spin-off of the Powertrain Systems segment to its shareholders
  • Exterran Holdings, Inc. in its spin-off of its international services and global fabrication businesses, a publicly traded company, to its shareholders

Thought Leadership

  • Considerations for REITs in Adopting a Poison Pill in Response to the COVID-19 Crisis -  June 02, 2020
  • IRS Relaxes Stock Dividend Safe Harbor for Publicly Offered REITs and RICs in 2020 -  May 18, 2020
  • Spin-offs Unraveled: Complex ‘IPOs’ With a Sophisticated Tax Overlay -  October 09, 2019
  • IRS Publishes Ruling Requirements for Certain Tax-Free Spin-Off Monetization Transactions -  October 22, 2018
  • IRS Studying Active Trade or Business Requirement for Tax-Free Spin-Offs  -  October 01, 2018
  • IRS Provides Guidance on Stock Distributions for Publicly Offered REITs and RICs -  August 18, 2017
  • IRS Tightens Rules on Disguised Sales and Allocating Partnership Liabilities -  November 02, 2016
  • Congress Enacts Significant Changes to the REIT and FIRPTA Rules -  December 23, 2015
  • IRS Adds Certain Spin Transactions to the “No Rule” List -  September 30, 2015
  • IRS to Resume Work on REIT Conversion Ruling Requests -  November 22, 2013
  • Revenue Procedure 2010-12 Extends Guidance Allowing Real Estate Investment Trusts to Preserve Cash While Satisfying Distribution Requirements -  January 5, 2010
  • Revenue Procedure 2008-68 Enables Real Estate Investment Trusts to Preserve Cash While Satisfying Distribution Requirements -  December 10, 2008
  • 2008 Housing Act Amends US Rules Governing Real Estate Investment Trusts -  August 1, 2008

According to sources:

“She is super responsive and is very easy to work with.”
“She's also proactive, which gives me great confidence that she won't let us get into any trouble.”

Chambers USA 2021
Bar Qualification
  • California
  • Illinois
  • LLM, New York University School of Law, 1999
  • JD, University of Florida, Fredric G. Levin College of Law, 1997
    Dean's List
  • BA, University of Florida, 1994
    Dean's List
  • REITs
  • Entertainment, Sports & Media
  • Transactional Tax
  • Master Limited Partnerships
  • Tax
  • Investment Funds