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International Tax Issues 2019


Speaker(s): Ari Berk, Christopher Trump, David J. Sotos, Diana S. Doyle, Joseph M. Calianno, Karen Lohnes, Michael A. DiFronzo, Moshe Spinowitz, Oren Penn, Peter A. Glicklich, Peter H. Blessing, Rocco V. Femia, Ronald A. Dabrowski, Shane M. McCarrick, Stephen R.A. Bates, Thomas A. Vidano, Thomas M. Zollo
Recorded on: Feb. 5, 2019
PLI Program #: 252128

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 speaker on a variety of tax topics, including the following recent presentations:

  • “Understanding and Applying Section 163(j)” at Tax Executives Institute’s 73rd Annual Conference (2018) (“The Graphic Guide to Section 163(j)” to be published in March/April 2019 edition of Tax Executive magazine)
  • “International Joint Venture Issues” at PLI’s Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances Conference (2018)
  • “Tax Issues in M&A Contracts” at PLI’s Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings Conference (2018)
  • “Back in Time: In Search of a Coherent Theory of Transactional Retroactivity” at the University of Chicago Federal Tax Conference (2016) (paper published in March 2017 edition of TAXES)

Chambers USA consistently ranks Ms. Doyle for her efforts in the Tax practice, including 2018 recognition as a leading lawyer, and The Legal 500 has recognized her 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.

Education

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


Joe is a tax partner and serves as the firm’s International Technical Tax Practice Leader in BDO’s Washington D.C. office. He practices in all areas of international taxation and helps assist the offices around the firm and the firm’s clients with complex international tax issues. He regularly advises on issues relating to cross-border restructuring and financing, subpart F and foreign tax credit planning, inbound planning including tax treaties, and global tax rate reduction.

Prior to joining BDO, Joe was a partner with Grant Thornton’s National Tax Office and served as the firm’s International Technical Tax Practice Leader.  He previously worked as Special Counsel to the Deputy Associate Chief Counsel (International) in the Office of Chief Counsel, Internal Revenue Service. As Special Counsel, he served as 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 IRS field offices. He also spent several years in private practice at a large law firm and a Big 4 global accounting firm advising clients in several areas of tax law, including international, corporate and partnership taxation.

EDUCATION

M.B.A., New York University’s Leonard N. Stern School of Business

LL.M., Taxation, New York University School of Law

J.D., Villanova University School of Law, cum laude

            Villanova Law Review, member

B.S., Accounting, University of Scranton

PROFESSIONAL AFFILIATIONS

American Bar Association, Tax Section    

            Past Chair, Foreign Activities of U.S. Taxpayers (FAUST) Committee

   Past Vice Chair, FAUST Committee

            Past Chair, International Aspects of Subchapter C Sub-Committee, FAUST

American Institute of Certified Public Accountants

     Member of AICPA’s Tax Executive Committee  

            Past Chair, AICPA’s International Tax Technical Resource Panel

            Past Vice-Chair, AICPA’s International Tax Technical Resource Panel

PRESENTATIONS & PUBLICATIONS

Mr. Calianno is a frequent speaker on international and corporate tax issues, including a regular speaker on Tax Reform. He has published numerous articles on international tax issues in several national journals and has been cited in several major treatises.  He is frequently quoted in the tax press (e.g., Bloomberg’s Daily Tax Report, Tax Notes, and Tax Notes International) on legislative and regulatory developments, including developments relating to the TCJA.


Michael A. DiFronzo serves as a Principal in and leader of the International Tax Services group in the Washington National Tax Office of PwC.  In that role, Michael serves as a global resource for the firm’s international tax practice.  His practice includes all aspects of international taxation, with a particular focus on international mergers, acquisitions and restructurings and the U.S. anti-deferral rules.  He also works closely with U.S. and non-U.S. based multinationals on cross-border financing, cash repatriation and other planning issues.  

Before joining PwC, Michael was a senior executive in the U.S. Treasury Department.  He worked for the Office of Chief Counsel, Internal Revenue Service as the Deputy Associate Chief Counsel (International – Technical).  In that capacity, he had primary responsibility for the oversight of published guidance related to the taxation of cross-border investment and related issues.  Michael served in that role from 2006 - 2010.

Prior to joining the Office of Chief Counsel, Internal Revenue Service, Michael served as a partner in the Tax Department of McDermott Will & Emery LLP in Chicago, Illinois.  There he served as an international tax attorney for large U.S. and non-U.S. multinational corporations.  Michael’s work experience also includes the National Tax Office of Deloitte & Touche LLP and the Washington, DC office of Weil Gotshal & Manges LLP.

Michael received an LL.M. in taxation from New York University School of Law, a J.D. from University of Montana School of Law, and a B.S. in Accounting from Montana State University.  Michael served on the Board of International Tax Advisors and as a guest lecturer for New York University School of Law’s graduate tax program from 1999 - 2010.   Michael also served on the Board of Visitors for the University of Montana School of Law from 2006 - 2011.

Michael’s professional affiliations include the tax sections of the American Bar Association and the DC Bar Association, as well as the International Fiscal Association.  He is the author of numerous articles on cross-border tax issues and a frequent speaker.  Michael is currently a member of the District of Columbia, Illinois, Montana and Nevada bar associations and is admitted to practice before the United States Tax Court.  He is also licensed as a CPA.


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.


Peter Blessing is the Associate Chief Counsel (International) at the Internal Revenue Services.  Previously, he was a member of the Complex Transactions Group within the Washington National Tax practice at KPMG, operating principally from the New York City and Stamford offices.  His practice involves transactional and advisory matters, generally in a cross-border context.    

Mr. Blessing recently completed his term as the President of the USA Branch of the International Fiscal Association (2016-18). He has served as 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).  He has authored numerous articles and texts on taxation, including a treatise on US income tax treaties.  He is the editor as well as a co-author of “Tax Planning for International Mergers, Acquisitions, Joint Ventures and Restructurings” first published by Kluwer Law International in 2012.

Mr. Blessing graduated from Princeton University, Columbia Law School and New York University School of Law (LLM Taxation). 


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, telecommuni­cations, 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.


Ron is the Technical Deputy in KPMG’s Washington National Tax office.  He has more than 20 years of experience in international and business taxation.  He was a partner at KPMG from 2004 through 2010 and returned to KPMG in 2014 after serving in a variety of executive positions in the federal government:

  • Special Counsel in the Treasury Department’s Office of Tax Policy;
  • International Tax Counsel on the Majority Staff of the Senate Finance Committee; and
  • Deputy Associate Chief Counsel (International – Technical) at the IRS Chief Counsel’s office.

Professional and industry experience

Ron has extensive experience in large-scale, cross-border mergers and acquisitions, including the planning and execution of business separations and acquisition integration.  Ron’s experience spans industries.  He has extensive experience in the telecommunications, pharmaceuticals, financial businesses, oil & gas, and oil-field services. 

Ron has also taken leadership roles within KPMG on emerging and cutting edge issues, including having leadership roles in KPMG’s section 385 practice in 2016 and tax reform analysis group in 2017.  Ron is also part of KPMG’s Complex Transactions Practice.

Publications and speaking engagements

Ron is a co-author with Kevin Dolan et al of U.S. Taxation of International Mergers, Acquisitions, and Joint Ventures (Warren, Gorham & Lamont).  He is a frequent speaker and writer on a variety of international tax and tax policy topics.


Shane McCarrick is a Senior Counsel in the Office of Associate Chief Counsel (International), Branch 4.  He specializes in the taxation of cross-border mergers, acquisitions, and other restructurings, as well as dual consolidated losses and the hybrid mismatch provisions.  He has been working in Branch 4 since 2011.  Mr. McCarrick received his Juris Doctor, magna cum laude, from George Mason University School of Law and his Bachelor of Arts degree in economics and political science from Hood College.


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.

 


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.

 

 


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.  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 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.


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.  

 


Karen Lohnes is the leader of the PwC Passthrough 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.


Oren S. Penn is an International Tax Services Principal in the PricewaterhouseCoopers LLP 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 PricewaterhouseCoopers LLP, 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. 

 


Rocco V. Femia is a member of Miller & Chevalier Chartered.  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 U.S. international tax consequences of their cross-border business operations, including issues involving supply chain planning, funding arrangements and cash management (including repatriation). Mr. Femia’s transfer pricing work has included 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.

Mr. Femia is a former Associate International Tax Counsel at the U.S. Department of the Treasury, Office of Tax Policy.  While at the Treasury, Mr. Femia had responsibility for a broad spectrum of U.S. tax treaty and international tax regulatory and legislative matters.  

Mr. Femia writes and speaks regularly on a variety of international tax and transfer pricing issues, and is a former Adjunct Professor at the Georgetown University Law Center.  Mr. Femia graduated, magna cum laude, from Georgetown University Law Center in 1995.  He received his B.A. in Economics from Duke University in 1991.

 


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.

Background

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), 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.