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D 713.374.1651
F 713.583.9968
  • Education
    • LL.M., Georgetown University Law Center, 1997, Tax
    • J.D., University of Tulsa College of Law, 1994, Phi Delta Phi
    • B.S., Oklahoma State University, 1991

For each engagement, John Woodruff’s goal is to provide strategic, practical, and efficient recommendations for clients’ complex tax matters. John counsels clients on all aspects of international tax, transfer pricing, and tax issues related to cross-border mergers, acquisitions, and restructurings. He regularly partners with clients on issues related to the U.S. foreign tax credit, subpart F, U.S. trade or business/permanent establishment determinations, treaty-based positions, transfer pricing strategies, and strategic tax-related planning for international investments and financings. 

Drawing on his many years of experience in private practice and in Big Four accounting firms, John structures acquisitions, dispositions, public offerings, reorganizations, restructurings, repatriations, financings, fund formation and insolvency transactions in a manner that best protects each client's interests and promotes tax efficiency.  

John represents multi-national clients operating in a broad range of industries, both strategic and financial. In the strategic area, John has particular experience in the areas of energy, fin-tech, real estate, food and beverage, manufacturing and services. In the financial area, John regularly works with private equity funds, hedge fund and venture capital funds across a broad spectrum of industries.

  • Represented numerous private equity, venture capital and hedge firms in establishing tax efficient cross-border fund structures and investments across a wide array of industries, including real estate, life settlements, lending, factoring and fintech
  • Advised a publicly-traded energy company concerning a tax advantaged supply-chain restructuring.
  • Represented several foreign clients in administrative proceedings related to withholding tax matters and refund claims  
  • Counseled many clients on tax efficient structures for inbound investments in the United States
  • Represented several publicly traded energy companies in obtaining material deductions for worthless stock and securities.
  • Counseled a food industry client on restructuring to allow recognition of worthless stock and securities deductions.
  • Represented a publicly-traded energy services company in a transaction designed to trigger capital losses with carrybacks to offset capital gains in previous tax years.
  • Provided planning advice to a publicly-traded inverted company on permanent establishment and issues.
  • Represented an energy services company on issues concerning application of permanent establishment and business profits articles.
  • Represented energy services company concerning employee withholding requirements for work by non-residents in the U.S. Gulf of Mexico.
  • Drafted opinion on sourcing and withholding with regard to use of sales of digital products through U.S. servers, utilizing IP developed abroad.
  • Planned, implemented and provided opinion on a business restructuring of foreign operations for a publicly traded engineering, procurement and construction company.
  • Planned and implemented the reorganization of a large, publicly traded oil and gas company designed to amalgamate international subsidiaries acquired through several separate acquisitions into a single ownership chain; advice included application of the pertinent reorganization rules, application of §367 to outbound transfers of subsidiaries and branches, and application of the overall foreign loss, dual consolidated loss and branch loss recapture rules.
  • Provided counsel to several offshore drilling rig and offshore oilfield construction companies on structuring operations to avoid U.S. tax on foreign source income and to reduce U.S. tax on bareboat charter payments to appropriate treaty resident companies.
  • Recapitalized obligations of domestic companies and established a registration system to allow notes to qualify for portfolio interest rules and avoid withholding tax on outbound payments of interest.
  • Represented a publicly traded engineering, procurement and construction company in a significant transfer pricing audit.
  • Structured tax deferred repatriations of foreign earnings for a large exploration and production company.
  • Represented a publicly-traded engineering, procurement and construction company in a significant tax-sharing dispute involving multiple parties and jurisdictions.
eAlerts Updates
June 7, 2021
text icon Publications & Presentations
Co-author, Polsinelli BitBlog
October 26, 2020
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Co-author, Polsinelli BitBlog
October 7, 2020
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Co-Author, Law360
June 1, 2020
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Co-author, Polsinelli BitBlog
October 18, 2019
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August 22, 2019
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Co-author, Polsinelli BitBlog
June 7, 2019
eAlerts Updates
December 2017
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Submitted on behalf of the American Bar Association Section of Taxation
May 4, 2016
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Co-Author; National Law Review, Focus on Tax Strategies & Developments
October 2, 2015