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International Tax Issues 2018

Speaker(s): Ari Berk, Christopher Trump, David J. Sotos, Diana S. Doyle, Joseph M. Calianno, Karen Lohnes, Marjorie A. Rollinson, Moshe Spinowitz, Oren Penn, Paul M. Schmidt, Peter A. Glicklich, Peter H. Blessing, Rocco V. Femia, Stephen R.A. Bates, T. Timothy Tuerff, Thomas A. Vidano, Thomas M. Zollo
Recorded on: Feb. 6, 2018
PLI Program #: 218822

Ari Berk is a Principal in the Passthroughs group in the Washington National Tax Office of Deloitte Tax LLP.  He specializes in the taxation of partnerships and their partners in domestic and cross-border mergers and acquisitions, financing transactions, and restructurings.  Ari has extensive experience with issues straddling the intersection between the rules governing partnerships and international taxation.  Prior to re-joining Deloitte, Ari was an Attorney Advisor in the Office of Tax Legislative Counsel at the U.S. Department of the Treasury, a senior manager in the same Passthroughs group in which he is now a Principal, and an attorney for the Internal Revenue Service, Office of Chief Counsel in the Passthroughs and Special Industries division.

Christopher is the Principal-in-charge of Deloitte’s Washington National Tax - International Tax and Transfer Pricing Services group. 

He regularly advises clients on issues involving foreign currency, loss surrender and utilization, and the design and implementation of principal company structures

He serves multinational companies in a variety of industries specializing in mergers and acquisitions, foreign tax credit planning, financing transactions, repatriation, and the utilization of partnerships in cross-border transactions. 

Prior to joining Deloitte, Mr. Trump was the Assistant to the Branch Chief, Branch 4, in the Office of the Associate Chief Counsel (International) for the Internal Revenue Service.  Mr. Trump also worked in the Office of the Associate Chief Counsel (Passthroughs & Special Industries). 

He is a frequent speaker and is the author of numerous articles on tax planning for U.S. based multinational corporations.

Diana Doyle chairs the Chicago Tax Department, where her practice focuses on tax planning for multinational companies, with an emphasis on private and public company mergers and acquisitions.

She has advised domestic and international companies on such matters as structuring taxable and tax-free stock and asset acquisitions and dispositions, cross-border migrations, tax-free reorganizations and spin-offs, securities offerings, limited liability company agreements and partnership tax. Ms. Doyle also has significant experience with tax audits, administrative appeals and litigation.

Ms. Doyle serves as a member of and is a past chair of the planning committee for the University of Chicago Tax Conference and is a frequent writer and speaker on a variety of tax topics, including the following recent articles and presentations:

  • “TCJA & CARES Act Interactions – Traps for the Unwary” at Tax Executives Institute 75th Annual Conference (2020)
  • Investment Banking: Valuation, LBOs, M&A, and IPOs – Third Edition (2020) (Contributor)
  • “Cross-Border M&A Planning and Development” at Practising Law Institute’s International Tax Issues Conference (2019)
  • “The Graphic Guide to Section 163(j),” published in Tax Executive Institute Magazine (March/April 2019)
  • “International Joint Venture Issues” at Practising Law Institute’s Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances Conference (2019)
  • “Tax Issues in M&A Contracts” at Practising Law Institute’s Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings Conference (2019)
  • “Back in Time: In Search of a Coherent Theory of Transactional Retroactivity,” published in the University of Chicago Federal Tax Conference edition of TAXES (March 2017).

Chambers USA consistently ranks Ms. Doyle for her efforts in the Tax practice, and she has been recognized by The Legal 500 for her work in the US Taxes: Non-Contentious practice. She chairs Latham’s Brexit Task Force and is a member of its global strategic Initiatives Committee. Ms. Doyle is a past board member of the Chicago-based Coalition of Women’s Initiatives in Law and a past Advisory Board member of Latham’s Women Enriching Business (WEB) initiative.


  • JD, University of Chicago Law School, 1996
  • BS, Northwestern University, 1988

Joe Calianno is a Managing Director in the US National Tax practice in the Washington D.C. office. He advises clients on all areas of international tax, including provisions related to the Tax Cuts and Jobs Act and cross-border restructuring.

Prior to joining Andersen, Joe spent several years as a partner at BDO and Grant Thornton, where he served as the International Technical Tax Practice Leader in both firm’s national tax offices.

Joe also previously served as Special Counsel to the Deputy Associate Chief Counsel (International) in the office of Chief Counsel, Internal Revenue Service. As Special Counsel, he was a technical advisor to the Associate and Deputy Associate Chief Counsel International and was involved in reviewing international tax regulations, revenue rulings, Notices, TAMs, PLRs, and providing technical advice to the IRS field offices. He also practiced with PWC’s National Tax office and Miles & Stockbridge, a large law firm.

Joe has been a guest lecturer at New York University Law School in the Graduate Tax Program (International Business Transactions class) and an adjunct faculty member at Georgetown Law School in the Graduate Tax Program.

Joe is a frequent speaker on international and corporate tax issues. He has spoken for organizations such as the ABA, AICPA, Atlas, BNA, DC Bar, Dallas Bar, Federal Bar, GW/IRS, Houston International Tax Forum, IFA, NYU Advanced International Tax Institute, Practising Law Institute, TEI, St. Louis International Tax Group, USD School of Law/Procopio International Tax Institute, Wall Street and World Trade Council tax conferences.

He has also published articles for national journals and organizations such as CCH Incorporated, International Tax Review, RIA’s Journal of International Taxation, Revue d'Intelligence Artificielle (RIA) Journal, Practising Law Institute, Tax Notes International, Tax Management International Journal, Tax Management Memorandum and The Tax Adviser.

Joe is both a CPA and attorney.

Karen Lohnes is a senior partner in the PwC M&A Partnership group.  She is a fully dedicated specialist in all aspects of Partnership taxation.  Mrs. Lohnes assists clients with joint venture matters, including structuring domestic and foreign partnership acquisitions and disposition transactions.

Mrs. Lohnes has extensive consulting experience in the areas of partnership formation and operational issues, including disguised sales, substantial economic effect analysis and section 704(c) methods.  Her experience also includes treatment of contractual alliances, application of section 197, basis adjustments and section751 analysis.

Prior to joining the legacy firm PricewaterhouseCoopers LLP, Mrs. Lohnes was a tax associate with Covington & Burling where she focused on partnership, corporate and general tax matters.  She also served as a law clerk to US Tax Court Chief Judge Lapsley Hamblen, Jr.

Mrs. Lohnes is a regular speaker at national conferences including PLI, TEI and ABA.  She is a co-author of the BNA on LLCs and author of numerous articles including, “Value equals basis and partners’ distributive share; stuffing, fill-ups, and waterfalls,” and “Controversial Ruling Requires Gain to be Recognized on Distributions From Merged Partnership” both published in Journal of Taxation, “Foreign Partnership: Rules, Issues, and Planning Opportunities Regarding U.S. Filing Requirements,” published in International Tax Journal, “Effecting Capital Gain Treatment on Disposition of a Partnership Interests,” published in the University of Southern California Tax Institute’s Major Tax Planning and “Maximizing Section 197 Amortization in Partnership Transactions” and “To File or Not to File, That is the Question for Foreign Partnerships,” published in The Tax Advisor.  She is a member of the ABA Partnership Tax Committee and is chair of the Partnership Workout Subcommittee.


Education and credentials

Mrs. Lohnes holds a J.D. from Boston University School of Law, where she graduated summa cum laude and served as Editor on the Boston University Law Review.  She also holds a B.S. Accounting from Louisiana State University.


Marjorie Rollinson is the National Tax Deputy Leader.

Prior to re-joining Ernst & Young LLP in 2019, Marjorie served as the Associate Chief Counsel (International) at the Internal Revenue Service.  As Associate Chief Counsel (International), Marjorie oversaw an office of more than 90 attorneys and other professionals responsible for legal advice, guidance, and support to the IRS, Treasury, IRS Appeals, the Department of Justice, and the public on international tax issues in all procedural postures.  Upon leaving the Office of Chief Counsel, she received the Chief Counsel Distinguished Service Award, the Office of the Chief Counsel’s highest honor.

Prior to joining the IRS in 2013, Marjorie was a principal in EY’s National Tax Department where she was the National Director of International Tax Services – Technical and co-chaired the International Tax Technical Committee. 


Moshe Spinowitz advises multinational companies in connection with cross-border mergers and acquisitions, and post-acquisition restructuring and integration transactions.  He also advises clients on a range of tax controversy matters during all phases of IRS audits and appeals.

Moshe Spinowitz’s experience includes advising multinational companies in connection with the integration and restructuring of their operations following large cross-border acquisitions, advising pharmaceutical and technology companies in connection with the structuring of their intellectual property holdings, advising companies in connection with U.S. tax reform, and successfully representing several multinational corporations before IRS appeals in connection with intercompany financing transactions.

Select representations include:

  • Juno Therapeutics in its $9 billion acquisition by Celgene;
  • Clementia Pharmaceuticals Inc. in its $1.3 billion acquisition by Ipsen S.A.
  • Carbonite, Inc. in its $619 million acquisition of Webroot Inc.
  • Gilead in its $11.9 billion acquisition of Kite Pharma and its acquisition of Cell Design Labs for up to $567 million;
  • Biogen, Inc. in the spin-off of its hemophilia business as an independent public company, Bioverativ;
  • Konecranes plc in its acquisition of Terex Corporation’s material handling and port solutions unit for $1.28 billion;
  • Merrimack Pharmaceuticals, Inc. in its sale of cancer treatment drugs Onivyde and generic Doxil to Ipsen S.A. for up to $1.025 billion;
  • PMC-Sierra, Inc. in its acquisition by Microsemi Corporation for $2.5 billion;
  • Qlik Technologies in its sale to Thoma Bravo for $3 billion;
  • Spectra Energy Corp. in its combination with Enbridge Inc. for $28 billion;
  • Tobira Therapeutics in its sale to Allergan for up to $1.7 billion; and
  • Cempra in its combination with Melinta Therapeutics;

Prior to joining Skadden, Mr. Spinowitz served as a law clerk to Judge Michael Boudin on the United States Court of Appeals for the First Circuit, and Justice Antonin Scalia on the United States Supreme Court.

Mr. Blessing is the Associate Chief Counsel (International) in the office of Chief Counsel, Internal Revenue Service. He oversees an office of approximately 95 attorneys and other professionals responsible for legal advice, guidance, and support to the IRS, Treasury, and the public on international tax issues in all procedural postures. 

Prior to joining the IRS Chief Counsel’s office, Mr. Blessing practiced as a member of the International Tax, Corporate Tax, and Complex Transactions practices units within the Washington National Tax practice at KPMG LLP.  He was a partner for over 25 years with Shearman & Sterling LLP, where his practice focused on international tax matters and financial institutions. Mr. Blessing received his B.A. from Princeton University.  He received his J.D. from Columbia Law School and his LL.M (Taxation) from New York University School of Law.

Mr. Blessing has served as the President of the USA Branch of the International Fiscal Association (2016-18) and member of IFA’s Permanent Scientific Committee (2010-16), Chair of the New York State Bar Association Tax Section (2010), Chair of the International Bar Association Taxes Committee (2010-11), Vice Chair Government Relations of the ABA Tax Section (2014-16), and President of the International Tax Institute, and has taught as an adjunct law professor at Columbia Law School (2008-11) as well as classes at NYU School of Law.  He has authored numerous articles and texts on taxation, including a treatise on US income tax treaties.  Mr. Blessing graduated from Princeton University, Columbia Law School and New York University School of Law (LLM Taxation). 

Oren S. Penn is an International Tax Services Principal in the PwC Washington National Tax Services office.  Mr. Penn is responsible for providing U.S. tax policy advice for many of the firm's multinational clients and is a leading practitioner in the area of advising non-U.S. based companies with significant U.S. operations.

Prior to joining PwC, Mr. Penn served as Legislation Counsel on the staff of the U.S. Congressional Joint Committee on Taxation, advising the U.S. Congress on policy and legislative matters relating to the taxation of cross-border transactions.  In this position, he was involved in developing, drafting, and analyzing a wide range of international tax legislation.  He also advised the Senate on U.S. tax treaty matters. 

Prior to working with the Joint Committee on Taxation, Mr. Penn served as an attorney with Baker & McKenzie in Chicago, Illinois, where he was primarily involved in planning and controversies relating to the taxation of cross-border transactions.  

Mr. Penn regularly speaks on international tax topics. He graduated cum laude from the Northwestern University School of Law in 1993 and from the University of Cincinnati with a degree in Accounting in 1990. 

Paul Schmidt, former legislation counsel to the Joint Committee on Taxation, has extensive experience in corporate and international tax matters and has worked on all facets of taxation, from controversy to transactions to planning. Paul also has significant experience handling issues in connection with examinations by the Internal Revenue Service and frequently advises clients on issues raised by foreign tax authorities. Paul's practice includes representation of several Fortune 500 corporate clients in industrial, energy and commodities businesses, as well as financial institutions in connection with international tax issues. He regularly advises private equity and hedge funds, publicly traded partnerships, and master limited partnerships (MLPs) on tax matters, and has unique knowledge of global taxable presence and transfer pricing issues facing funds. Paul regularly deals with tax issues in connection with the hospitality industry, including hotel groups, timeshares and fractional interests. He has considerable experience in hedging transactions and global hedging and trading centers. He also has worked extensively on tax issues associated with intellectual property, supply chain management, contract manufacturing, and structuring inbound and outbound global joint ventures. 

Paul chairs BakerHostetler's national Tax Group and is the leader of the International Tax team, and is a member of the firmwide Policy Committee, the firm's governing body. He is ranked in Chambers USA: America's Leading Lawyers for Business, is listed in The Best Lawyers in America© and appears on the Washington, D.C., "Super Lawyers" list. Paul is the U.S. vice chair of the American Bar Association Tax Section Foreign Lawyers Forum and also a member of its Government Relations Committee, and formerly served as the chair of the AICPA International Taxation Technical Resource Panel. Paul is a Certified Public Accountant in Virginia and serves as an adjunct professor of law, teaching international tax at Georgetown University

Peter Glicklich is the Managing Partner of the firm's New York office and a partner in its Taxation practice.  For over 25 years, he has counseled North American and foreign-based multinationals and other institutions on their international and corporate tax concerns.

Peter concentrates his practice in the taxation of inbound corporate and international transactions.  He advises public and closely held corporations, private equity and hedge funds, and REITs in connection with their mergers and acquisitions, cross-border financings, restructurings, reorganizations, spinoffs and intercompany pricing.  Peter has advised entities in diverse fields, including real estate, infrastructure, finance, retail, manufacturing, mining, biotechnology, service software, transportation, telecommuni¬≠cations, beverages and pharmaceuticals.  He has worked with institutional investors, private equity, hedge and venture capital funds, foreign governments, pension plans, Fortune 500 companies, investment banks, commodities and securities dealers, insurance companies, and others.  Peter also arbitrates tax-related contract disputes arising in connection with M&A and other transactions and handles tax controversies.

A cum laude graduate of Harvard Law School, and an honors degree graduate of the University of Wisconsin — Madison, Peter is on the Executive Committees of the International Fiscal Association and of its U.S.A. Branch, the Advisory Board of BNA, and he speaks and writes frequently on international tax topics, including at the Practicing Law Institute.

Rocco Femia represents large, multinational corporate clients in high-stakes U.S. international tax and transfer pricing planning, controversy, and policy matters. Mr. Femia is a former official at the U.S. Department of the Treasury and delegate to the OECD and brings this perspective to bear in advising clients. Mr. Femia was named one of the country's leading practitioners in the field of taxation by Chambers USA: America's Leading Lawyers for Business 2010 to 2020, and one of the Best Lawyers in America® from 2009 to 2020. Clients quoted by Chambers have said that Mr. Femia is noted for his "great reputation as an international planner."

Mr. Femia's practice focuses on counseling and advocacy work on behalf of U.S. and foreign-based multinational enterprises. These projects typically involve complex, highly technical U.S. international tax, tax treaty, and transfer pricing issues often involving hundreds of millions or billions of dollars. Mr. Femia has counseled clients with respect to the implementation of the new U.S. international tax rules enacted in the 2017 Tax Cuts and Jobs Act (TCJA), including the section 965 transition tax and the new GILTI and BEAT regimes. This work has included advice related to restructuring or other planning to avoid inappropriate results, and engagement with policymakers. Mr. Femia's transfer pricing work includes advisory work related to new business arrangements and transfers of intangible property, the negotiation of Advance Pricing Agreements with the IRS and other tax authorities, the resolution of disputes through the Competent Authority or MAP process and the resolution of disputes with the IRS through the administrative Appeals process and litigation.


Stephen is a principal in the National Tax Department, based in San Francisco. Stephen provides tax advice to multinational corporations on transactional and controversy matters, including transfer pricing, intellectual property alignment, international restructuring and supply chain management. He advises large multinationals in a variety of industries, including the software, semiconductor, life sciences, consumer products, manufacturing, and services sectors.



Prior to joining Ernst & Young LLP, Stephen was a principal at another Big Four firm and an international tax associate at the law firm of Weil, Gotshal & Manges LLP.

Stephen is a frequent speaker on international tax issues before various organizations, including Tax Executives Institute, the D.C. Bar Association, and the American Tax Association. He is the author of numerous articles regarding international tax reform and the technology industry (Tax Notes International), contract manufacturing (Tax Notes International), manufacturing branch rules (Journal of Corporate Taxation), planning for cross-border services (Tax Notes), taxation of space, ocean and communications income (Journal of International Taxation and TAXES Magazine), sourcing of computer software royalties (Tax Management International Journal), cloud computing (Tax Notes), offshore e-commerce (Journal of Taxation of Financial Institutions) and attribution of corporate agent activities (Georgia Law Review).

Stephen earned a J.D. with high honors from the George Washington University Law School and a B.A. from Northwestern University in political science and international studies. Stephen is admitted to the New York and District of Columbia bar.

Thomas A. Vidano is an Executive Director in EY’s Transfer Pricing Controversy Services practice. Tom recently joined EY from IRS Counsel and has over 18 years of extensive experience in international tax and transfer pricing, including drafting Treasury regulations (§ 482 Services and § 367(d) regulations), advising on IRS transfer pricing examinations and litigation, and leading teams working on advance pricing agreements (APAs). Tom has experience in a diverse group of industry sectors, including pharmaceuticals, medical device, electronics, computer software, energy, heavy manufacturing, apparel, retail and chemical.

Prior to joining EY, Tom served as the Deputy Division Counsel (International) in LB&I Division Counsel. In this role, Tom served as the legal advisor to IRS executives in charge of international tax issues.  Tom assisted in identifying emerging international tax issues and transactions, developing compliance strategies, and coordinating those issues with Associate Chief Counsel (International) (“ACCI”). Tom also oversaw all significant international tax litigation in LB&I Division Counsel, including transfer pricing, and participated with the Director of Transfer Pricing Operations in reviews of all significant non-docketed transfer pricing examinations. Prior to serving as the Deputy Division Counsel (International), Tom was the Assistant Branch Chief in Branch 4 (corporate and partnership issues) of ACCI, and an attorney in Branch 6 (transfer pricing) of ACCI.

Tom has taught several transfer pricing courses at Georgetown Law Center’s LLM (Taxation) program, and at University of San Diego’s LLM (Taxation) program. Tom has also been a speaker on transfer pricing issues at a wide variety of tax conferences sponsored by the American Bar Association (ABA), Federal Bar Association (FBA), Tax Executives Institute (TEI), GW-IRS International Tax Conference, Alliance for Tax, Legal and Accounting Seminars (ATLAS), and BNA Tax Management.

Tom received a B.A. in economics, with distinction, from Stanford University; a J.D. from U.C.L.A. Law School; and an L.L.M. (Taxation), summa cum laude, from University of San Diego Law School.


Tim Tuerff is an international tax partner in the Washington National Office, serving U.S.-based multinational clients involved in cross-border transactions.  His practice involves consulting related to structuring of international business operations, mergers and acquisitions, financing international operations, repatriation and utilization of foreign tax credits.

Mr. Tuerff brings over twenty years of experience providing international tax consulting services to multinational corporations as well as a senior level government service to his client engagements.  This experience includes practicing in the national office of international accounting firms, the practice of law in Washington D.C. and government service as Special Assistant to the Chief Counsel of the Internal Revenue Service.  Mr. Tuerff has served as the Managing Partner for the Deloitte Washington National Tax Office and as a member of the Board of Directors of Deloitte LLP.  Mr. Tuerff’s variety of experience allows him to provide practical tax planning advice taking into account transactions that are currently executed in the marketplace as well as the position of global taxing authorities.  He has also testified before the U.S. Congress Ways and Means Subcommittee on Select Revenue Measures concerning the International Tax Reform Discussion Draft addressing a territorial system of taxation.

Mr. Tuerff is a frequent contributor to tax periodicals, including Tax Notes and Tax Notes International and the Practicing Law Institute journal, Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances, the American Bar Association, International Franchising Journal, and BNA Tax Management Portfolio No. 6380, Outbound Tax Planning for U.S. Multinational Corporations. These periodicals stress the importance of comprehensive tax planning for global transactions.

Professional Memberships

Mr. Tuerff is a member of the American Bar Association and the District of Columbia Bar Association.  Mr. Tuerff is also a District of Columbia certified public accountant.


Tom is a Principal in the International Corporate Services practice of KPMG Chicago’s Washington National Tax. He specializes in structuring the operations of multinational corporations.

Tom focuses on structuring the operations of multinational corporations, primarily in the industrial and consumer market sectors. Tom has led a large number of international supply chain redesign projects for U.S.-based multinationals involving the establishment of regional entrepreneur companies. He also has significant experience advising non-U.S. multinationals on issues related to the establishment and operation of their U.S. businesses, including the application of treaty provisions, the U.S. effectively connected income rules, and the U.S. interest-stripping rules. Tom has considerable experience in tax controversy matters, particularly those involving transfer pricing. He has represented taxpayers before IRS Appeals throughout the US, in the US Tax Court, and in competent authority proceedings. Tom served as the United States reporter on business restructurings to the 2011 International Fiscal Association World Congress. He has spoken at many of the world’s leading tax forums, including the George Washington/IRS Tax Conference, the University of Chicago Tax Conference, several national and international meetings of the International Fiscal Association, the American Bar Association’s annual meeting, and the Tax Executive Institute’s annual meeting.

Tom is recognized in the Tax Law Review’s Guide to the World’s Leading Tax Advisors, Guide to the World’s Leading Transfer Pricing Advisors, and Tax Controversy Leaders Guide.



David is a Principal in the Washington National Tax Services-International Tax Services practice.  David's practice focuses on international tax matters including M&A, restructuring transactions, and subpart F and foreign tax credit planning for U.S. multinational corporations.  In June 2013, David relocated to San Jose but remains part of PwC's WNTS-ITS practice.     

David joined PwC in April 2012 from Skadden, Arps, Slate, Meagher & Flom in Washington D.C, where he advised and represented U.S. and foreign multinational corporations, including several pharmaceutical companies, on a broad range of international tax planning and tax controversy matters, including corporate inversions, as well as subpart F and foreign tax credit planning.  

Prior to private practice, David served ten years in various roles in the US government including as an attorney advisor for the U.S. Tax Court, the IRS Office of Associate Chief Counsel, serving in both the Passthroughs and Special Industries and International divisions, as well as the International Tax Counsel's Office of the Department of the Treasury.  While in the government, David was extensively involved in the development and issuance of a broad array of international tax guidance projects, the negotiation of several U.S. tax treaties and protocols, and the evaluation of legislative proposals.  He authored the regulations under Section 1446 relating to partnership withholding, and was integral in the modernization of the dual consolidated loss regulations under Section 1503(d) and the foreign base company sales regulations under Section 954(d), as well as significant guidance under Section 367 relating to cross-border M&A transactions.  David also represented the United States in negotiating tax treaties and protocols with Canada, Belgium, and Bulgaria, and was the lead U.S. Treasury delegate responsible in the early negotiations to obtain tax information exchange agreements with Gibraltar and Liechtenstein.     

David is a member of the American Bar Association, and the DC Bar Association, and frequently writes and speaks on international tax issues.  He is licensed to practice law in Ohio and the District of Columbia, and represent clients before the United States Tax Court.  

David received his LL.M. in Taxation from the University of Florida, his J.D from Capital University Law School (summa cum laude) and his B.S.B.A. in Accounting (cum laude) from Ohio State University.