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Basics of International Taxation 2018 New York


Speaker(s): Andrea Sharetta, Angela E. Holland, Caroline H. Ngo, Catherine G. Schultz, Corey M. Goodman, David L. Forst, James S.H. Null, Janice A. Mays, John D. Bates, John L. Harrington, John P. Warner, José E. Murillo, Kristine A. Crabtree, Linda E. Carlisle, Lisa M. Zarlenga, Michele J. Alexander, Nicole L. Welch, Patrick A. Jackman, Philip B. Wright, S. Eric Wang, Steven C. Wrappe, William J. Corcoran
Recorded on: Jul. 24, 2018
PLI Program #: 218872

Tax attorney Michele Alexander employs her extensive knowledge and experience to help clients navigate complex tax issues that affect their bottom line. With a focus on private equity and hedge funds and similar investment vehicles, Michele is able to take her clients' multifaceted fund and tax matters, determine the best options and explain the process in an easy-to-understand manner.

Over the course of 25 years, Michele has firmly established herself as an effective and efficient transactional tax lawyer who advises on a wide range of transactions, including mergers and acquisitions, fund formations, capital markets, and securities offerings, financings, joint ventures, and restructurings, with a dedicated focus on their tax implications. 

Michele also advises on real estate investment trusts, including guiding many international clients on inbound U.S. real estate investments. She is a frequent author on tax and other topics of interest to investors.

Clients count on Michele for her meticulousness and responsiveness. Michele's ultimate goal is to propose practical solutions that will help solve her clients' issues.

She has been recognized for her work by being named to the New York Super Lawyers list (2019-2020), in the Euromoney Institutional Investor PLC, the IFLR1000 Financial & Corporate Guide (2019-2020), The Legal 500 United States (2017-2019), and as a Go-To Thought Leader in Tax Law by the National Law Review (2018).

A cum laude graduate of Georgetown University Law Center and a magna cum laude graduate of The College of New Jersey, Michele is admitted to practice in New York and New Jersey.

Michele has served as president of the New York City Tax Club and is a member of the New York State Bar Association Tax Section.


Angela Holland is a senior counsel in Branch 6 of the Office of the Associate Chief Counsel (International). Branch 6 is responsible for international transfer pricing as well as a number of other practice areas. In her time at the IRS, Angela has worked on a range of complex cross-border transactions, including transfers of tangible and intangible property, intercompany services, intercompany financial transactions, restructurings, cost sharing arrangements, tax shelter transactions, and advance pricing agreements (APAs). Before joining the IRS, Angela worked for several years in private practice in the area of structured finance tax. She received a B.S. in Finance from Morgan State University and a J.D. and MBA from Howard University.      


Bill Corcoran advises on the federal and state income tax consequences of corporate and partnership mergers and divisions. He also represents leveraged buyout, venture capital, mezzanine and other alternative investment vehicles on formation and investment issues. Bill's practice includes assisting non-US investors in alternative investment vehicles formed to invest in equity, debt, real estate and infrastructure projects. He has extensive expertise in advising foreign sovereigns investing in the US. Bill also represents multinational corporations on financing, tax treaty planning, and other cross-border tax issues. He also has experience representing public and private companies involved in developing the exchangeable share structure and advises US investors investing in Canada through alternative investment vehicles.

Bill’s representative matters include:

  • Portfolio investment by a US investor in a Canadian corporation using exchangeable shares and designed to preserve Canadian controlled private corporation (CCPC) status
  • Acquisition of the stock and assets of a divisional business of a public corporation involving tax issues in the US, Canada and China
  • $300 million acquisition of the stock of a domestic Subchapter S corporation, together with the filing of a Section 338(h)(10) election to step-up the inside tax basis of the target corporation’s assets
  • Leveraged buyout of a US corporation by a Canadian buyout fund
  • Purchase of a publicly-traded corporation by another publicly-traded corporation involving US golden parachute tax rules and recently enacted deferred compensation tax rules

Education

  • University of ChicagoJD
  • Brandeis UniversityBA

Bar Admissions

  • New York
  • Massachusetts


Catherine Schultz is Vice President, Tax and Fiscal Affairs for the Business Roundtable, where she is responsible for tax and advocacy efforts that promote U.S. economic growth, competitiveness and job creation.

Before joining the Business Roundtable, Catherine was the Vice President for Tax Policy at the National Foreign Trade Council for almost 15 years.   She was deeply involved in the OECD work on the Base Erosion and Profit Shifting (BEPS) Project, and the work on the taxation of the digital economy.   She is a U.S. representative to the OECD on the WP9 Technical Advisory Group on the taxation of cross-border services under the VAT.   She was also involved in EU and UN tax committee issues that would directly affect the competitiveness of U.S. companies, including the taxation of digital services, withholding taxes based on companies’ gross receipts, and leading the opposition to the public release of country-by-country reporting information.  Schultz was responsible for working with the U.S. Treasury Department and the IRS on regulatory and tax treaty issues. 

Prior to joining the National Foreign Trade Council, Schultz was a principle at Capitol Strategies Group where she represented clients on a variety of tax issues including FSC/ETI issues and the JOBS Act passed by Congress in 2004. 

Earlier in her career, Catherine was a Tax Director at WorldCom and was the lead federal tax advocate for the company’s priorities including the extension of the R&D tax credit, income sourcing rules and tax reform.    Schultz also was an advocate for state tax changes that would benefit the telecommunications industry.   Schultz was also part of the Tax Policy team at the law firm of Miller & Chevalier for 11 years, including work on the Tax Reform Act of 1986.

Schultz is a mentor in the Political Science Department at the Pennsylvania State University and is an active member and past Chair of the Tax Coalition.

A native of Pittsburgh, Pennsylvania, Catherine earned her bachelor’s degree from the Pennsylvania State University, studied economics at the University of Exeter, England, and attended graduate school at the University of Pennsylvania. 


Corey Goodman advises clients on federal income tax matters, including the structuring, documentation, and negotiation of a variety of domestic and international transactions, including mergers and acquisitions, joint ventures, spin-offs, bankruptcy reorganizations, refinancings, cross-border and internal restructurings, and securitization transactions.


Eric Wang is a member of Sullivan & Cromwell’s Tax Group and concentrates on U.S. tax matters. A partner since 2010, Mr. Wang advises on a broad range of planning and transactional matters for both U.S. and non-U.S. clients. He has advised extensively on cross-border acquisitions and joint ventures, including structuring a number of investments made by private equity and real estate funds worldwide. He also advises on U.S. tax issues relating to tax-sensitive financing structures and novel financial instruments, as well as debt restructurings. In addition, Mr. Wang has represented clients with respect to IRS audits and investigations. Mr. Wang has also advised clients on their response to and compliance with the Foreign Account Tax Compliance Act (“FATCA”) since its introduction in late 2009. He frequently speaks at industry events on a wide range of domestic and international tax matters, including Practising Law Institute. Clients he has advised recently include AB In-Bev, Barclays, BHP, BP, Concho Resources, Enbridge, Goldman Sachs, Rhône Capital and Philips Healthcare.


James “Jamie” Null is a leading tax lawyer with nearly fifteen years of experience advising on U.S. federal tax matters, including transactional tax issues associated with U.S. inbound and outbound investments, as well as domestic and international tax planning for individual, corporate and partnership transactions. He also advises on private equity investments and structures, and on domestic and cross-border mergers and acquisitions.

Jamie’s diverse practice spans a range of industries, including real estate, entertainment, media, biotechnology, alternative energy, hospitality, transportation and technology. In particular, he has substantial experience with regard to real estate-related transactions, including sophisticated like-kind exchanges involving domestic and foreign interest holders. Jamie also works frequently in the media and entertainment sector, advising U.S. and non-U.S. entertainment clients on the production and talent side on U.S. and international entertainment investments and joint ventures, productions and events. 


John Bates is a Principal in the in the Washington National Tax office and a member of the International Tax Services group. John has a sophisticated and broad-based international tax advisory practice.

He advises clients in many industries on outbound and inbound international tax matters, focusing on planning and transactional matters. Before joining Deloitte, John was a partner in and the leader of the international tax practice of a large law firm.

John is an adjunct professor of international tax at Georgetown University Law Center and regularly speaks on international tax matters.

He received a BA in Mathematics and Economics and a JD from the University of Virginia and an LLM from Georgetown University Law Center.

Mr. Bates is a member of the Illinois Bar Association and the Washington, DC Bar Association.

 

 


John L. Harrington is a co-leader of Dentons’ US and global tax practice.  He advises clients on tax planning, transactional and compliance issues; international tax legislative, regulatory, and treaty matters; and a variety of substantive and legislative domestic tax issues.  In particular, he has extensive experience in dealing with the foreign tax credit, anti-deferral regimes (including Subpart F income), cross-border activities of companies and individuals, and other international tax issues.

Prior to joining Dentons, Mr. Harrington served as International Tax Counsel for the U.S. Department of Treasury.  As International Tax Counsel, he directed and supervised the staff of the Office of the International Tax Counsel which provides legal advice and analysis relating to international tax issues, including legislation, regulations, and treaties. 

At the Treasury Department, he worked closely with the Internal Revenue Service to develop regulations and other administrative guidance.  He also interacted frequently with other Executive Branch officials, especially in the State Department, the Commerce Department, the Office of the U.S. Trade Representative, and the White House.

He represented the Treasury Department before Congress, including testifying at hearings.  He worked regularly with Congressional committees and staff on the international tax aspects of legislation, conducting briefings and participating in the development of legislative proposals.

While at the Treasury Department, Mr. Harrington worked closely with tax officials in other countries.  He represented the United States at tax-related meetings of the Organisation for Economic Cooperation and Development (OECD) and in tax-related trade disputes before the World Trade Organization.

 Before joining the Treasury Department, Mr. Harrington was a tax counsel on the U.S. House Committee on Ways and Means.  On the committee staff, Mr. Harrington was responsible for international, pass-through entities, financial institutions and products, real estate, environment, energy, and other tax issues.


John Warner is a shareholder of Buchanan Ingersoll & Rooney, P.C., where he has served as Chair of its Advisory Committee and Co-Managing Shareholder of its Washington, D.C. office. He is a graduate of the University of California, Berkeley School of Law, where he was the Articles Editor of the Industrial Relations Law Journal.  John has more than 40 years of experience in domestic and international federal income tax and business planning, including transfer pricing, the structuring of business formations, joint ventures and mergers and other domestic and cross-border business acquisitions and dispositions. He has represented numerous clients in tax controversy matters, including IRS Appeals Office cases, National Office rulings and competent authority proceedings and the resolution of transfer pricing disputes. 

John has litigated disputes in the United States Tax Court and the United States Claims Court, including Oak Industries, Inc. v. Commissioner, 96 T.C. 559 (1991), and Libbey v. Commissioner, 55 T.C.M. (CCH) 1052 (1988), and authored an amicus brief in Indianapolis Power & Light Co. v. Commissioner, 493 U.S. 203 (1990).  He is a co-author and original editor of the Tax Management Transfer Pricing Portfolio Series, and author of numerous articles, including “Income and Indirect Tax Consequences of Cash Pooling Arrangements,” 37 Tax Mgmt. Intl. Forum 91 (2016), “Income and Indirect Tax Consequences of Inbound Cloud Computing Transactions,” 35 Tax Mgmt. Intl. Forum 120 (2014), "Too Much Ado About Something - The Proposed Regulations Governing Controlled Services Transactions," 33 Tax Mgmt. Intl. J. 67 (2004), "Squaring the Transfer Pricing Circle," 33 Tax Mgmt. Intl. J. 3 (2004), and "Control, Causality and Section 482," 28 Tax Mgmt. Intl. J. 403 (1999). John served as Vice Chair of the Transfer Pricing Committee of the American Bar Association Section on Taxation from 2004-2008 and Chair of the Committee in 2008-2010.

 


José Murillo assumed his position as Deputy Assistant Secretary, International Tax Affairs, in the U.S. Treasury Department’s Office of Tax Policy on March 1, 2021. In his role as DAS, International Tax Affairs, José provides advice and counsel to the Assistant Secretary (Tax Policy) related to international tax policy and tax treaties.

Prior to assuming his current role, José was a partner and the leader of the international tax and transaction services practice in Ernst & Young LLP’s (EY) National Tax Department based in Washington, D.C.  José’s practice focused primarily on cross-border acquisitions, dispositions, and restructurings, and most recently he led EY’s initiatives around the 2017 Tax Cut and Jobs Act.

Prior to rejoining EY in August 2010, José spent approximately three years with the US Treasury Department’s Office of the International Tax Counsel, where he assisted in the development of international tax policy, Treasury regulations, and in negotiating income tax treaties.

Prior to joining the U.S. Treasury Department in 2007, José was a member of EY international tax services practices in Houston and Washington, DC.


Linda E. Carlisle is the Chief Operating Officer & General Counsel of Unicom Capital LLC in Denver. She was a member of Miller & Chevalier in Washington, D.C. before joining Unicom where she practiced international and domestic tax law, concentrating on corporate and partnership tax issues and on the taxation of cross-border investments. She also advised clients on legislative, regulatory and administrative tax matters. Before joining Miller & Chevalier Linda was a Tax partner in the Washington, D.C. office of White & Case and was the Special Assistant to the Assistant Secretary (Tax Policy) during the enactment of the 1986 Tax Reform Act.


Lisa Zarlenga represents public and private companies on federal income taxation issues, with a focus on corporate transactional and planning matters as well as on tax policy issues with respect to tax legislation and Treasury guidance. Lisa also advises clients on structuring tax-free and taxable acquisitions and dispositions, tax-free spin-offs, and internal restructurings, including providing opinion letters and seeking advance rulings from the IRS. She also assists clients in restructuring financially troubled businesses and advises on the special rules governing consolidated groups.

Drawing on her experience as Tax Legislative Counsel at the US Treasury Department’s Office of Tax Policy, Lisa marries substantive tax knowledge with first-hand insights on the guidance and other processes at Treasury. She helps clients advocate for and resolve tax policy issues before the Treasury Department and IRS involving proposed and pending regulations and other administrative guidance, and before Congress involving legislation.

Lisa has combined her policy and transactional backgrounds to advise clients on certain specialized tax issues, such as blockchain and digital currency and qualified opportunity zones.  She advises clients on conducting digital currency transactions and conversions, token offerings, and different investment and entity structures.  With respect to qualified opportunity zones, Lisa has advised investors and funds on the intricate tax rules that govern the investments and structured those investments.  She has also assisted clients during the rulemaking process, including preparing comment letters and meeting with policymakers.

 

Clerkship & Government Experience

  • Hon. Robert P. Ruwe, US Tax Court
  • Tax Legislative Counsel, Department of the Treasury, Office of Tax Policy

Education

  • LL.M., Georgetown University Law Center, with honors, Taxation
  • J.D., Ohio State University Moritz College of Law, Order of the Coif; Associate Editor, Ohio State Law Journal
  • B.S., Ohio State University, summa cum laude, Beta Gamma Sigma, Accounting

Awards

  • Fellow, American College of Tax Counsel
  • Chambers USA, Tax, DC (2018-2019)
  • The Best Lawyers in America, Tax Law (2018-2019)
  • Super Lawyers, Washington, DC, Tax (2017-2019)
  • Treasury Exceptional Service Award (2015), Special Act Award (2011)
  • Washingtonian magazine, "Best Lawyers," Tax (2015, 2017-2018)
  • Legal 500 US, Finance: Not-for-Profit, Nonprofit and Tax Exempt Organizations; Government: Government Relations; Tax: International Tax; Tax: US Taxes, Contentious (2017-2018); Tax: US Taxes, Non-Contentious (2016-2018); Domestic Tax, East Coast (2009-2010)

 


Philip B. Wright is a Partner in the law firm of Bryan Cave Leighton Paisner LLP and is a member and co-leader of the Tax Advice and Controversy Practice Group.  His practice is concentrated primarily on advising clients in respect of the domestic and international tax aspects of inbound and outbound investment including acquisition structuring and related financing in all industries including real estate.  He regularly advises clients regarding the federal income tax aspects of the formation and operation of business entities.

Phil received his B.A. degree in Accounting from the University of Missouri, magna cum laude (1979), J.D. degree from Georgetown University, cum laude (1982), and his LL.M. from New York University (1985).  He serves as an adjunct professor in the School of Accountancy Master's program at the University of Missouri – Columbia where he has taught Partnership Taxation and Mergers and Acquisitions Taxation.  He has served as an adjunct professor in the Masters Tax Program at Washington University School of Law.  He frequently writes and speaks on tax issues involved in cross border merger and acquisition.  His prior professional experience includes practice as a tax specialist and CPA with a Big Four accounting firm.

Phil is a member of the Tax Section of the American Bar Association and New York State Bar Association. Phil also serves as a Member of Bloomberg BNA's Corporate Taxation Advisory Board.  He is a Fellow of the American College of Tax Counsel and is listed in The Best Lawyers In America.  He is admitted to practice in Missouri, New York and the District of Columbia.


Steve is Grant Thornton’s Transfer Pricing Technical Leader in its Washington National Tax Office.

Steve is a globally-recognized transfer pricing expert, with over 25 years of experience in transfer pricing planning, compliance and controversy for large multinational clients. During that time, he has been a Senior Attorney with the IRS Advance Pricing Agreement (APA) Program, a partner with a global law firm, and the transfer pricing controversy practice leader at Big Four Firms.

Steve’s extensive transfer pricing controversy experience covers examinations, Appeals, and alternative dispute resolution, but his main focus has been APAs and the mutual agreement procedure (MAP). With experience in well over 200 APAs and MAP, Steve is the most experienced negotiator of transfer pricing issues at any firm. He has negotiated APAs and MAP agreements across all industries and involving over fifteen countries. Steve also negotiated the first coordinated Customs ruling/bilateral APA.

 

Presentations & publications

Based upon his extensive client experience, Steve has written the leading U.S. transfer pricing treatise withMarc Levey (Baker McKenzie): Transfer Pricing: Rules, Compliance and Controversy, Wolters Kluwer/CCH (5th Ed., 2019); this treatise is used in multiple tax programs.

Steve has written over 100 articles on various transfer pricing topics, including:

  • How Tariffs Affect Transfer Pricing And What Companies Are Doing, 164 Tax Notes Federal 1701 (9/9/19) (with co-author).
  • U.S.-Japan APAs Remain Valuable to Japan-based Multinationals, 27 Transfer Pricing Report, 9/20/18 (with co-authors).
  • It’s the End of the World as We Know it—OECD Looks at Taxing Digital Profits, DTR:Intl. 9/3/2019.
  • It Ain’t Over Till It’s Over: Federal Tax Implications of Implementing a Sustained Transfer Pricing Adjustment, 23 Tax Mgt. Transfer Pricing Special Report, 872, 10/29/14 (with co-authors).

 

Education

New York University School of Law, LL.M.

University of Texas School of Law, J.D.

University of Notre Dame, B.B.A. (Accounting)


Caroline H. Ngo works principally with Fortune 500 companies and is a go-to advisor for some of their most complex tax issues.  She specializes in global tax planning, cross-border mergers and acquisitions, and international tax matters.  Caroline is Co-Leader of McDermott’s International Tax practice.

Caroline is nationally recognized for her deep knowledge of her field and is regularly invited to speak at significant forums on corporate and international tax issues. In her commitment to the development of others, Caroline has served or is currently serving as a mentor for nearly all of the associates in the McDermott Washington Tax Group.


David Forst focuses on international corporate taxation. David is included in Legal Media Group's Guide to the World's Leading Tax Advisers. He is also in Law and Business Research’s International Who’s Who of Corporate and Tax Lawyers (for the last eight years). David is listed in Legal 500 Hall of Fame, Chambers USA America's Leading Lawyers for Business (2011-2017), and has been named a Northern California Super Lawyer in Tax by San Francisco Magazine.

David is a lecturer at Stanford Law School and UC Berkeley Law School where he focuses on international taxation.  He is an editor of and regular contributor to the Journal of Taxation, where his publications have included articles on international joint ventures, international tax aspects of mergers and acquisitions, the dual consolidated loss regulations, and foreign currency issues. He is a regular contributor to the Journal of Passthrough Entities, where he writes a column on international issues. David is a frequent chair and speaker at tax conferences, including the NYU Tax Institute, the Tax Executives Institute, and the International Fiscal Association.

David graduated with an A.B., cum laude, Phi Beta Kappa, from Princeton University’s Woodrow Wilson School of Public and International Affairs, and received his J.D., with distinction, from Stanford Law School.

 


Andrea Sharetta is a Partner in the New York office of Dentons' Tax practice.  Her practice focuses primarily on a broad range of international tax areas, including cross-border restructurings and financing, Subpart F, US tax treaties, foreign tax credit planning, the tax treatment of inbound and outbound investments, and the new international tax rules enacted with the recent passage of US tax reform.  She also has expertise in federal income tax matters, including taxable and tax-free mergers, acquisitions, dispositions and other internal restructurings; and corporate joint ventures, as well as pre-immigration and expatriation planning for high net worth individuals.


Janice Mays is a Managing Director in PwC’s Washington National Tax Services (WNTS). Janice’s long background in government and her deep understanding of the factors influencing both elected and professional participants in government make her uniquely qualified to provide insight and to assist the business community in assessing and pursuing critical policy issues more effectively. 

Janice joins PwC after a 40 year career on the Hill including over 22 years as the Democratic chief counsel and staff director for the House Ways and Means Committee. During her tenure, she was closely involved with and responsible for much tax legislation, including the Tax Reform Act of 1986. In addition, the second half of her career on the Hill, Janice worked extensively on health reform and international trade legislation.

 


Kristine Crabtree has worked on Subpart F and PFIC issues in the Internal Revenue Service’s Office of Chief Counsel since 2009.  She is currently a Senior Technical Reviewer in the Office of the Associate Chief Counsel (International) (ACCI) and co-leader of ACCI’s GILTI working group.  

Prior to joining the IRS, Ms. Crabtree spent several years in WilmerHale’s Boston and DC offices working on a wide range of tax matters.  Before her law career, Ms. Crabtree was a French instructor at Washington University in St. Louis, an English teacher and economist intern in Venezuela, and a high-tech recruiter in Austin, Texas.  

Ms. Crabtree holds a law degree from the University of Chicago, a Masters in Business Taxation from the University of Southern California, and a bachelor’s degree in French and Economics from Washington University in St. Louis.

 


Nicole Welch is the senior manager of the IRS’s Treaty Assistance and Interpretation Team (TAIT) and U.S. Territories program, which is responsible for all non-allocation interpretive matters and double-tax cases arising under U.S. tax treaties and coordination agreements with the U.S. territories. Since joining TAIT in 2012, Nicole has participated in negotiations under the mutual agreement procedure article of U.S. tax treaties, the IRS’s engagement in Organisation for Economic Co-operation and Development and Forum on Tax Administration committees, and the activities of LB&I’s Treaty and Exchange of Information practice networks. Before joining TAIT, Nicole represented clients in tax planning and controversy matters at a law firm in Washington, DC. Nicole graduated from The University of Chicago Law School and Georgetown University.


Pat is an International Tax Partner in KPMG’s Washington National Tax Practice, based in Stamford and New York.  He has over 25 years of experience advising clients on a broad array of U.S. international tax matters, with a special focus on cross border M&A.   For example, he assists clients in developing structures that provide for tax-efficient repatriation, foreign tax credit planning, acquisition financing and post-acquisition integration of acquired operations (e.g., out from under planning). 
Previously, Pat has been an in-house head of international tax planning and an international tax partner with a major NY law firm.  In these prior positions, Pat has focused on various aspects of international tax planning, including optimizing tax-efficiency of foreign and cross-border operations, investments/acquisitions and funding, with specific focus on cross border M&A planning.

Pat is the co-author of a leading International M&A tax treatise, “U.S. Taxation of International Mergers, Acquisitions, and Joint Ventures,” and has published articles in Journal of International Tax, International Tax Journal, and Tax Notes International. He has presented at the GWU/IRS Conference on International Taxation, the Canadian Tax Foundation, IFA, TEI, International Tax Institute, Atlas, and CITE.

Pat is a member of the International Fiscal Association.

Pat holds a JD degree from the University of Virginia Law School and a BA degree in economics from Haverford College.