Winston Chang

Of Counsel

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Winston Chang is a highly skilled tax lawyer who specializes in a broad range of federal income tax matters, with particular emphasis on corporate mergers and acquisitions, restructurings, and tax planning. In addition, he regularly assists clients with the formation, operation, and disposition of partnerships and limited liability companies. Winston also advises clients on the formation of real estate investment funds and ongoing REIT compliance. He frequently guides private equity and sovereign wealth funds on structuring fund investments and also advises clients on securities, financing, and restructuring transactions, film financings, tax-exempt structures, and life settlements, among other matters.

Winston believes that careful tax planning requires a meaningful understanding of a client’s factual situation and goals. He partners with his clients to ensure that significant risks are understood, so that they can be mitigated, avoided, or guarded against.

Prior to joining O’Melveny, Winston was a senior auditor with a Big Six public accounting firm.


Bar Admissions

  • California


  • University of California, Berkeley, J.D., Order of the Coif; American Jurisprudence Awards in Individual Income Taxation, Corporate Income Taxation, International Tax, Corporations, Real Property, and Criminal Procedure
  • University of Southern California, B.S., summa cum laude

Professional Activities


  • “Comments on Proposed Partnership Equity Regulations,” Tax Notes Today, 2006 TNT 133-56
  • Formation of a new private real estate investment trust to invest in a large retail project
  • Formation of a new joint venture between a manager of private REITs and a public strategic co-investor
  • Advising on restructuring a telecommunications company (portfolio company of a private equity fund) in financial distress and its acquisition by a major public company
  • Structuring a joint venture between a private equity firm and a portfolio company, and provide ongoing advice on structuring investments made by the portfolio company in various onshore and offshore loan portfolios
  • Advising a publicly-traded REIT regarding various real estate investments, involving both UPREIT and 1031 structures