Noah Metz

Noah Metz

Partner

Noah Metz

Areas of Expertise

Noah Metz works with clients to solve complex tax problems and find creative solutions so that business transactions can run smoothly and efficiently.

Noah began his legal career at two of the country’s most sophisticated law firms where he developed deep technical expertise in transactional tax matters. Today, he applies that experience to help his clients structure and complete mergers and acquisitions, private equity and hedge fund investments, entity formation and restructuring, and emerging growth transactions.

Across all of his deals, Noah focuses on what matters most to his clients: maximizing post-tax proceeds, minimizing risk, and making tax planning feel less like a headache.

Experience

* Experience includes matters handled at prior firms.

Noah has advised buyers and sellers across several hundred transactions on the tax structuring, drafting and negotiation of taxable and tax-free acquisition agreements. His work includes counseling clients on purchase price allocation, earnouts, rollover equity and post-closing integration tax issues.*

Noah has counseled private equity and hedge funds on the tax implications of investment structures, including blocker entities and offshore structures, co-investments and carried interest arrangements. His work includes drafting and negotiating tax aspects of fund partnership agreements and related offering documents.*

A significant part of Noah’s practice includes drafting and negotiating tax provisions of operating and partnership agreements in connection with new entity formation, joint ventures and internal restructurings. This work includes advising clients on profits interest arrangements and equity incentive vehicles. Noah also regularly advises founders, investors and acquirers on qualified small business stock eligibility and planning, particularly in connection with financings and exit transactions.*

Noah has significant experience structuring investments in opportunity zones and drafting related transactional documentation.*

 

Activities

Volunteer Income Tax Assistance (VITA) – United Way Bay Area

  • Instructor for VITA volunteers, 2018 – present
  • Site coordinator, 2017-2020
  • Volunteer tax preparer, 2010-2016

Speaking Engagements

Notable Speaking Engagements

Business Planning: Financing the Start-Up Business and Venture Capital Financing, guest lecturer, Loyola Law School, January 2026

Publications

Notable Publications

“Selected Tax Considerations for Corporate Start-Up Businesses,” Noah Metz and Justin Bowen, University of Southern California, Gould School of Law 2020 Tax Institute; August 2020

“Tax Considerations in Structuring Initial Coin Offerings,” Noah Metz, et al., Tax Notes; July 2018