Adriana Zhan is a partner in the Tax, Pensions and Employment practice in New York.
Her practice focuses on cross-border and domestic taxation, including advising clients on tax aspects of global and domestic mergers and acquisitions and private capital transactions, securities offerings, as well as investments in, and operation of, investment funds and joint ventures.
Adriana also advises clients on US tax issues relating to partnerships, FIRPTA, and sovereign and sovereign-related investors.
- Nomura Holdings America Inc., the U.S. arm of the Nomura Group, a global financial services group and one of Japan's largest investment banks and brokerage group, on its proposed US$1.8 billion acquisition of Macquarie's U.S. and European public asset management business.
- EchoStar Corporation (NASDAQ: SATS), a globally, fully integrated communications and content delivery leader, on:
- the successful entry into definitive agreements with respect to certain of its valuable wireless spectrum licenses, including (i) a license purchase agreement with AT&T pursuant to which AT&T will acquire EchoStar's nationwide 3.45 GHz and 600 MHz for approximately US$23 billion and (ii) a license purchase agreement with SpaceX pursuant to which SpaceX will acquire EchoStar's AWS-4 and H-block spectrum licenses for approximately US$17 billion, consisting of up to $8.5 billion in cash and US$85.B in SpaceX stock valued as of entry into the definitive license purchase agreement, together with SpaceX's agreement to fund an aggregate of an additional approximately US$2 billion of cash interest payments on EchoStar debt through November of 2027. In connection with the AT&T transaction, EchoStar and AT&T have entered into agreements pursuant to which EchoStar's Boost Mobile business will now operate as a hybrid mobile network operator utilizing AT&T's network infrastructure. In connection with the SpaceX transaction, SpaceX and EchoStar have entered into a long-term commercial agreement, which will enable EchoStar's Boost Mobile subscribers – through its cloud-native 5G core – to access SpaceX's next generation Starlink Direct to Cell service.
- A successful suite of transformative transactions to delever its balance sheet and improve its debt maturity profile, including (i) raising US$5.2 billion of capital from existing stakeholders for investment in nationwide 5G Open RAN network and general corporate purposes, (ii) exchanging approximately US$5 billion of existing DISH Network convertible notes for a combination of new EchoStar secured debt instruments, representing over 96% participation in the exchange offers, (iii) raising US$2.5 billion in new financing from TPG Angelo Gordon and certain co-investors at DISH DBS to address upcoming debt maturities and provide incremental liquidity to the business and (iv) concurrently closing a US$400 million PIPE transaction to provide incremental capital to the balance sheet or general corporate purposes.
- its terminated definitive agreement under which DIRECTV would have acquired EchoStar's video distribution business DISH DBS, including DISH TV and Sling TV, through a series of innovative debt exchange and financing transactions designed to deliver its balance sheet and improve the company's debt maturity profile.
- its combination with DISH Network Corporation (NASDAQ: DISH) in an all-stock merger at a fixed exchange ratio.
- Hartree Partners, a global energy and commodities trading company, on the US tax aspects of its acquisition of ED&F Man Commodities’ three principal business units: Volcafe (coffee), ED&F Man Liquid Products (molasses, animal feeds and fish oil) and ED&F Man Sugar.
- CrowdStrike Holdings, Inc. (NASDAQ: CRWD), a leading global cybersecurity company, on its acquisition of Flow Security Ltd, the industry's first and only cloud data runtime security solution.
- I Squared Capital for its investment in RPower LLC, a distributed energy resource platform, with a target of up to US$400 million of equity capital to fund the development, construction and ownership of distributed energy resources that provide resiliency and services to both the electric grid and commercial and industrial users.
- Biosight Ltd., a privately held pharmaceutical development company developing innovative therapeutics for hematological malignancies and disorders, in its reverse merger transaction with Advaxis, Inc. (NASDAQ: ADXS), pursuant to which the shareholders of Biosight will become the majority holders of the combined company immediately following completion of the transaction.
- NovaQuest Capital Management LLC in its acquisition of Spectra Medical Devices, Inc., a leading manufacturer of procedural needles and distributor of generic injectable drug products.
- Azelis Americas, LLC, a specialty chemicals and food ingredients distributor in North America, in its acquisition of Vigon International, Inc., a leading US specialty distributor and manufacturer of ingredients for the flavors, fragrances and cosmetics market segments.
- Soaring Eagle Acquisition Corp. (NASDAQ: SRNG), a SPAC, in its US$15 billion business combination with Ginkgo Bioworks, Inc., a synthetic biology company, which uses technology to program cells for a potentially wide variety of uses, including fragrances and sweeteners, as well as mRNA vaccines and animal-free proteins.
- SES Holdings Pte. Ltd., a developer and manufacturer of high-performance hybrid lithium-metal rechargeable batteries for electric vehicles, in its US$3.6 billion business combination with Ivanhoe Capital Acquisition Corp. (NYSE: IVAN), a SPAC focused on electrification of society and industry.
- CVC Capital Partners in a consortium of investors in the US$3.5 billion investment for a 22.55% stake in Authentic Brands Group LLC, a brand management company and owner of a portfolio of brand name companies.
News and client work
Contact details
- Clifford Chance, New York
- +1 212 878 8114
- Email me
- Practice area Tax
Career & qualifications
- Case Western Reserve (BS, Accounting) 2011
- Fordham Law School (JD) 2016
- Admitted as Attorney-at-Law in New York 2017
- Joined Clifford Chance as partner 2026