Orla O’Connor, a counsel in Goodwin’s Tax Group, focuses her practice on tax structuring issues affecting funds of all types, including fund formation and transactional matters, fund operations, and tax planning for portfolio companies and management companies. Ms. O’Connor has also represented clients in obtaining private letter rulings from the Internal Revenue Service, and has a special expertise in cross-border matters.

Prior to joining Goodwin, Ms. O’Connor served as Acting Special Counsel to the Deputy Chief Counsel (Technical) at the Internal Revenue Service, and was in-house Tax Counsel to The Carlyle Group and Goldman Sachs & Co. She began her career as an associate at Sullivan & Cromwell in New York.

Areas of Practice




  • Represented:
    • KKR in its investment into French technology company Invalua
    • Curse Inc. and its founders in a sale to Amazon
    • Geometric Intelligence, Inc. and its founders in a sale to Uber Technologies
    • Goldman Sachs & Co., in a capital infusion to existing Israeli portfolio company, Powermat, and as underwriter to Mulesoft in its IPO
    • Ingenico Group (French company) in its investment in Wibmo (U.S. mobile payments processing company, with significant Indian presence)
    • Level Equity Management, LLC in its growth equity investment in Australian company SimPRO
    • Partners Group funds in various U.S. real estate joint ventures
    • A PRC-based investment house in its acquisition of two New York City hotels
    • Avalon Bay Communities (public REIT client) in real estate joint ventures with Allianz and CPP
    • Underwriters in the IPO of Invitation Homes (second largest REIT IPO ever, largest IPO since 2015)
    • PGIM Real Estate in its acquisition of a 40% stake in 11 Madison Ave. from SL Green (largest real estate deal of 2016), and other real estate investments
    • University Club of Boston, regarding a sale of air rights, including representation before the Internal Revenue Service
    • Technology fund group in its formation of successor private equity funds, its first fund of funds, and a managed account
    • Eightfold Real Estate Capital, LP in is Fund IV Formation and certain management company and GP-related tax matters
    • A real estate investment house in connection with tax issues related to a potential Reg A+ offering
    • A trust administrator regarding application of the new disregarded entity reporting regulations to its clients
    • Pro bono client Shatterproof, overseeing all pro bono legal advice, including in connection with Section 501(c)(3), intellectual property and contract matters
  • Structured leveraged partnership investment in large oil refinery project on behalf of a large private equity sponsor with an investor base consisting of multiple tax profiles*
  • Developed optimal tax structure for billion dollar multi-jurisdictional “carve-out” transactions*
  • Tax structuring of a multi-billion dollar NYC real estate development project marketed to non-U.S. investors*
  • Legal and tax structuring of feeder funds for European investors of different tax profiles in real estate funds investing primarily outside the U.S.*
  • Tax structuring of open-ended core real estate fund*
  • Developed tax due diligence procedures for active secondaries funds investing in Energy, Real Estate, and Private Equity funds*
  • Developed guidelines for non-U.S. investors in mezzanine real estate loan funds*
  • Structured and developed guidelines for non-U.S. treaty investors in mezzanine real estate loans*
  • Developed guidelines for energy mezzanine loan fund marketed to non-U.S. investors*
  • Tax structuring of RMB and other non-U.S. private equity funds with significant U.S. investors of different tax profiles*
  • Structured RIC “wrappers” of private equity, commodities and loan funds*

* Denotes experience prior to joining Goodwin.

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In den Nachrichten






J.D., 2002
Columbia Law School
B.S., 1998
Georgetown University



New York
District of Columbia


U.S. Tax Court
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Our clients rely on us for world-class advisory services, counsel on complex transactional work and high-stakes litigation. Specializing in matters involving the financial, life sciences, private equity, real estate, and technology industries, we use a collaborative, cross-disciplinary approach to resolve our clients’ most challenging issues. To find out more, please contact us.
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