James Hayden

Partner, New York


James Hayden has been annually recognized in The International Who’s Who of Business Lawyers—Aviation, since 2005.


James advises clients on complex tax issues involved in the financing and disposition of mobile equipment and electric generating facilities. He also focuses on tax matters related to renewable energy projects, bankruptcy and municipal finance.

He has helped numerous clients to achieve tax compliance and tax efficiency in complex transactions. James' track record also includes advising clients on the tax aspects of the sale and financing of asset portfolios, equipment leasing, aircraft financing (including JOLCO financings) and the securitizations of rental car fleets.

Clients also benefit from his thorough grasp of bankruptcy law, advising airlines as well as power generation and transmission facilities on complex matters such as the restructuring of leveraged leases with Section 467 uneven rent structures.

In the area of municipal finance, James has represented issuers, credit support and liquidity providers. He has hands-on experience of a variety of products, including standard financings and Build America Bonds. He has also counseled clients on compliance and indemnity issues arising from newly adopted FATCA rules.

A significant part of James' practice is devoted to advising clients on leveraged leasing and operating leases. He has represented arrangers, lenders, lessees, lessors, guarantors and equity investors in arrangements involving aircraft, automobiles, power generation equipment and facilities, real estate and other transportation stock.

He has advised on a broad spectrum of financing arrangements, including portfolio securitizations, synthetic leases, operating leases, as well as cross-border leveraged leases, including a number of country-specific arrangements. In addition, he has represented lenders, lessors and lessees in Ex-Im and ECA supported financings. He has also represented equity investors, servicers and lenders in the establishment of special purpose investment entities established to own and manage portfolios of aircraft.

Active in professional circles, James has taught numerous seminars sponsored by organizations as diverse as the National Association of Bond Lawyers, the Equipment Lease and Finance Association Accountants Conference, and Boeing Capital Corporation. He is a member of a number of professional associations, and sits on the Federal Tax Committee of the Equipment Leasing and Finance Association.

James has worked at White & Case for more than 30 years, and has been a partner since 1990. He is a member of the Firm's Global Tax Practice, a team dedicated to advising clients on matters of tax law, ensuring compliance and minimizing liabilities across multiple jurisdictions.

Bars and Courts
New York State Bar
US Tax Court
Harvard Law School
Harvard College


Element Financial US$1 Billion Auto Lease Securitization (Deal Closed, June 22, 2016) Representation of Chesapeake Funding II LLC, a special purpose vehicle subsidiary of Element Financial Corp., a leading fleet management services provider in the United States and Canada, in connection with a US$1 billion auto lease securitization.

Avis US$450 Million Asset-Backed Securitization (Deal Closed, March 30, 2016).

China Three Gorges Corporation (CTG) in its US$1.2 billion acquisition of Duke Energy's assets in Brazil.

Chesapeake Funding II US$700 Million Auto Lease Securitization (Deal Closed, March 30, 2016): We represented Chesapeake Funding II LLC, a special purpose vehicle subsidiary of Element Financial Corporation, a leading fleet management services provider in the United States and Canada, in connection with a US$700 million auto lease securitization.

Calpine Corporation in its US$17 billion sale to Energy Capital Partners, an energy-focused private equity firm, and a consortium of investors including Access Industries and Canadian Pension Plan Investment Board. This transaction was named "Americas Private Equity Tax Deal of the Year" by International Tax Review in 2018.

Dynegy Inc. in the purchase by its wholly-owned subsidiary, Dynegy Zimmer of AEP Generation Resources Inc.'s interest in the Wm. H. Zimmer Generating Station; and in the sale by Dynegy's wholly-owned subsidiary, Dynegy Conesville, LLC of its interest in the Unit 4 Conesville Generating Station to AEP.

Dynegy Inc. in its US$119 million sale of two intermediate gas-fueled plants located in Dighton and Milford, Massachusetts to a subsidiary of Starwood Energy Group Global.

Dynegy Inc. in the acquisition of a 28.1 percent interest in the Wm. H. Zimmer Generating Station and a 36 percent interest in Miami Fort Unit 7 and Miami Fort Unit 8.

International Lease Finance Corporation (ILFC), one of the largest aircraft operating lessor companies, in connection with its US$1.5 billion secured term loan, secured by 54 aircraft on lease to 25 airlines operating in Europe, Latin America, Asia and the Middle East. This complex transaction was awarded 2011 Commercial Loan Deal of the Year by Airfinance Journal.

The lead arrangers in the financing of the FPSO OSX-2 (Floating Production Storage and Offloading) vessel, which is sponsored by OSX Leasing Group B.V., with a total project cost of US$1.1 billion. This deal was selected as 2011 Americas Oil & Gas Deal of the Year by Project Finance International magazine, and as 2011 Latin American Oil & Gas Deal of the Year by Project Finance magazine.

Dynegy Inc., a major US wholesale power, capacity and ancillary services provider, as debtor lessees in a crucial US$1.7 billion debt refinancing transaction involving leases of power generation facilities, which included uneven rent structures under Code Section 467.

Avianca on its export, credit-supported financing for more than 20 Airbus aircraft, as well as the restructuring of the ECA-supported fleet of AviancaTaca Holding. The innovative transaction structure for the initial ECA financing developed by James and his team involved English, New York and Panamanian laws, and was awarded 2008 Debt Deal of the Year – South America by Jane's Transport Finance magazine.

Société Générale, acting through its four wholly-owned subsidiaries as lessors, in the structuring and negotiation of the US Ex-Im Bank-supported financing of four Boeing aircraft to the Brazilian airline TAM, utilizing Italian leases. James and his team also represented Calyon and Natixis in their capacity as accreting (SOAR) lenders in the SOAR loans granted to the lessors, which received the Jane's Transport Finance 2008 Aircraft Leasing Deal of the Year – South America award, and Airfinance Journal's 2008 Latin American Deal of the Year award.

Great Basin Transmission South LLC, a special purpose entity formed by LS Power, on the first-ever US Department of Energy loan guarantee for the One Nevada Transmission Line project, which involved the development of a new transmission line in southern Nevada.

A US bank on the development and structuring of an innovative lease and service contract financing for equipment, including that used for excavation, located in Europe, the US and Canada.

A US borrower/lessee air carrier in the tax-advantaged French credit bail financings of multiple aircraft.

Awards and Recognition

Recognized in Best Lawyers in America – Tax Law, 2020

Recognized Individual for Tax and Asset Finance & Leasing, Legal 500 USA 2017

Recognized in The International Who's Who of Business Lawyers–Aviation, 2005–2017

Recognized in The Tax Directors Handbook – US, 2010–2012

Recognized in The Legal 500 USA, 2009–2012