Vadim Mahmoudov is a partner in the Tax Department, where he focuses on structuring, negotiating and tax modeling for cross-border and domestic mergers and acquisitions, bankruptcy restructurings and debt workouts. He also has significant experience in fund formation matters for private equity clients, corporate spin-offs, debt financings and insurance-related transactions.


Prior to joining Willkie in 2021, Vadim was an M&A Tax Principal and U.S. Debt Restructuring Tax Leader at PricewaterhouseCoopers LLP, and a tax partner at Debevoise & Plimpton LLP.

Vadim is the President of the Tax Club of New York, and a member of the Executive Committee of the Tax Section of the New York State Bar Association, where he drafted several reports.

  • Author, Closing Down the Shop: Tax Pitfalls and Opportunities for a Liquidating Business, (Tax Notes 2021)
  • Co-author, Selected Federal Income Tax Issues Arising in Corporate Debt Restructurings, (PLI 2024)
  • Co-author, Watch Your Back with DAC Under Loss Limitation Rules, (Tax Notes 2017)
  • Co-author, Intragroup Wars: Abusive Parents, Rebellious Subsidiaries, (Tax Notes 2016)
  • Co-author, Playing With Blocks: Testing a Fund’s Blocker Allocations, (Tax Notes 2011)
  • Author, Are Workfare Participants ‘Employees'? Legal Issues Presented by a Two-Tiered Labor Force, (Annual Survey of American Law 1998)

Vadim worked on the following significant matters:

  • Recognize Partners in the sale of its portfolio company Torc, a talent marketplace platform, to Randstad
  • NanoString Technologies in its Chapter 11 case
  • Warburg Pincus on its investment in Service Compression, LLC
  • Insight Partners on its investment in connection with the merger of Comply365 and Vistair Limited
  • American Family Insurance Group in the sale of a majority stake in the attorney-in-fact of Trusted Resource Underwriters Exchange to funds managed by Gallatin Point Capital
  • Troika Media Group, Inc. in its Chapter 11 case
  • Unconditional Love Inc. d/b/a Hello Bello in its Chapter 11 case
  • Near Intelligence Inc. in its Chapter 11 case
  • iA Financial Corporation in its acquisition of Vericity
  • Prudential Financial, Inc. on its agreement to reinsure a $12.5 billion guaranteed universal life block with Somerset Re
  • Insight Partners in the closing of Continuation Fund II with aggregate commitments of $1.3 billion
  • Tenex Capital Management in the sale of Team Select Home Care, a leading pediatric home care provider
  • Stone Point Capital in the formation of an independent Managing General Agency with AIG serving High Net Worth and Ultra High Net Worth markets
  • Essent Group in its acquisitions of Agents National Title Holding Company and Boston National Holdings LLC
  • Recognize Partners in its investment in 2X LLC, a leading B2B-focused marketing-as-a-service firm 
  • Atlas Holdings in its sale of a majority stake in International Wire Group Holdings to Olympus Partners
  • Marcal Paper, a portfolio company of Atlas Holdings, in its acquisition of von Drehle Corporation business
  • Bending Spoons in its acquisition of Evernote
  • Avista Capital Partners in its acquisition of Spear Education
  • Clovis Oncology in its chapter 11 case
  • Tenex Capital Management in its acquisition of Rose Paving, LLC, a leading nationwide provider of parking lot maintenance services
  • Delaware Life Insurance Company in its sale of Delaware Life Insurance Company of New York to Nassau Financial Group
  • Atlas Holdings in its acquisition of Crown Paper Group, a leading West Coast paper and packaging company
  • GenapSys in its Chapter 11 cases
  • First American Financial Corporation in its acquisition of Mother Lode Holding Company
  • Galata Acquisition Corp in its merger with Marti Technologies
  • Mitsui Sumitomo Insurance in its acquisition of Transverse Insurance Group
  • Insight Partners in the sale of Frontline Education to Thoma Bravo
  • Insight Partners in its sale of Interfolio to Elsevier
  • Innoviva in its acquisition of Entasis Therapeutics Holdings Inc.
  • Warburg Pincus in its partial sale of eSentire Inc.
  • WebPT in its acquisition of Clinicient
  • Analytic Partners in connection with an investment by Onex
  • Zone & Co in its acquisition of Fast Four
  • Insight Partners in its investment in Gamma Technologies
  • LSC Communications in its acquisition of Phoenix Color
  • BigHand Ltd. in its acquisition of Iridium Technology
  • Corre Partners in its investment in Team Inc.
  • Western & Southern Financial Group in its acquisition of Fabric Technologies Inc.
  • Recognize in its investment in AST Corporation
  • Tenex Capital in its investment in Suited Connector
  • Tenex Capital in its sale of AquaCentral to Heritage Pool Supply Group
  • Insight Partners as lead co-investor in an equity consortium in an agreement to acquire Inovalon for $7.3 billion
  • Firemon in its acquisition of DisruptOps
  • Warburg Pincus in its investment in Tiptree Inc.’s insurance subsidiary, The Fortegra Group, LLC
  • Cisive in its acquisition by GTCR
  • Official committee of unsecured creditors of Avianca Holdings S.A. and its 38 affiliated debtors in their chapter 11 cases
  • Insight Partners in its investment in Zone & Co



New York University School of Law, LLM (Tax), 2002 New York University School of Law, J.D. (cum laude), 1999 Georgetown University School of Foreign Service, B.S. (cum laude), 1993 Institut d'Etudes Politiques de Paris, Certificate of Political Studies, 1992

Bar Admissions

New York