Bar Admissions

  • California
  • New York


  • LL.M., New York University School of Law, 2004
  • University of Southern California, Gould School of Law, 2002

    Senior Editor, Southern California Interdisciplinary Law Journal

  • B.A., Bucknell University, 1998


  • Past Chair, Foreign Tax Committee, Tax Section, Los Angeles County Bar Association

    American Bar Association

T +1 310.229.0355
F +1 310.229.9901

Bryan H. Kelly


Bryan Kelly is a member of Venable's Tax and Wealth Planning Group. He has more than a decade of private practice and Big Four accounting firm experience advising clients on a multitude of tax matters, with an emphasis on the tax considerations relating to cross-border transactions.

Mr. Kelly advises both U.S.-based and non-U.S.-based multinational organizations across a number of industries, ranging from large, publicly traded companies to start-up ventures, on federal income tax considerations with respect to various inbound and outbound transactions. He has significant experience with inbound investment into the United States, and regularly advises clients in connection with matters such as repatriation planning, planning for the establishment or expansion of international operations, the structuring of various cross-border joint ventures, and the cross-border tax aspects of mergers and acquisitions. In his role as an international tax advisor, in addition providing U.S. tax advice, he regularly coordinates with advisors across multiple jurisdictions to manage the global design and implementation of structuring and restructuring projects. Mr. Kelly also advises both sponsors and investors on tax considerations relating to the formation and activities of private equity, real estate, and other investment funds.

Before joining Venable, Mr. Kelly was a member of the International Tax Services Group at Ernst & Young. Prior to his tenure at Ernst & Young, Mr. Kelly spent nearly a decade in private practice in New York and Los Angeles, where he advised on federal tax matters relating to a variety of domestic and cross-border transactions.

Significant Matters

  • Advised a U.S.-based retailer in assessing options for a legal and operational structure to support international business expansion, working with the company’s business and tax teams to develop estimates of the net tax benefits associated with implementation of different structures.
  • Advised a global professional services firm in the design and implementation of a restructuring of its foreign operations to facilitate future investment, reduce operating costs, and manage its worldwide ETR.
  • Acted as regular outside advisor to a U.S.-based multinational executive search firm in connection with a series of restructuring projects, including post-acquisition restructurings, modification of intercompany obligations, and the incorporation of foreign branch operations.
  • Advised a U.S.-based consulting firm in connection with amendments to its existing Canadian hybrid financing structure to address changes in applicable Canadian law.
  • Represented a foreign-parented film finance company in connection with the establishment of worldwide film financing arrangements with major U.S. studios.
  • Advised an Australian-based provider of automotive parts and services in connection with the review and ultimate modification of its U.S. capital structure.
  • Advised a U.S.-based global security company regarding the recognition and reporting of losses in connection with certain hyperinflationary intercompany debt.
  • Represented an Australian hospitality and gaming company in connection with a spin-off of its U.S. holdings and concurrent controlled REIT transaction to monetize certain of its real estate holdings.
  • Advised a new media start-up company in connection with the development of legal and operational structuring options for international expansion, and estimates of the net tax costs and benefits associated with contemplated options.
  • Advised a China-based energy company in connection with an initial public offering on the New York Stock Exchange.
  • Represented a foreign financial institution in connection with its entrance into, and ultimate exit from, a film financing arrangement with a major motion picture producer.
  • Represented a secondaries fund in connection with its acquisition of interests in a pool of U.S.-managed private equity funds and structuring of supplemental carry grants to existing managers.
  • Represented a U.S.-based gaming company in connection with its acquisition of an Israeli target, and related development of post-acquisition integration strategies.
  • Advised a foreign investor in connection with the structuring of an investment in a residential real estate development project in the United States, and the negotiation of the terms of the operating agreement for the project company.
  • Represented an investment manager in connection with the formation of a fund to invest in healthcare-related intellectual property, and negotiation of terms with the fund’s seed investors.
  • Assist the investment manager of a group of foreign pension plans in the performance of tax diligence with respect to proposed investments in various U.S. real estate funds.
  • Represented a private equity fund sponsor in a fundraising for an offshore fund focusing on investments in Turkey and Eastern Europe.
  • Represented a Canadian pension plan in connection with an investment in a private equity fund focusing on U.S. and Canadian investments.
  • Acted as regular outside advisor to a European financial institution in connection with a fund of funds program involving the formation of a series of funds of funds to be marketed to non-U.S. private banking clients.
  • Advised an offshore fund manager with respect to the U.S. tax treatment of the receipt of carried interest participation by management team members who are U.S. citizens or residents.