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Consolidated Tax Return Regulations 2019


Speaker(s): Andrew J. Dubroff, Bryan P. Collins, Craig A. Gerson, Eric Solomon, Gordon E. Warnke, Jeffrey A. Erickson, Joseph M. Pari, Karen Gilbreath Sowell, Lawrence M. Axelrod, Lisa M. Zarlenga, Marc A. Countryman, Mark J. Silverman, Mark R. Hoffenberg, Martin Huck, Mary Fung, Michael J. Wilder, Michael L. Schler, Stuart J. Goldring, Thomas F. Wessel, William A. Curran, William D. Alexander, William S. Dixon
Recorded on: Jan. 22, 2019
PLI Program #: 252134

Teaching:

Adjunct professor in the New York University School of Law, LL.M. (tax) program

Education:

  • B.B.A. (with high distinction), University of Michigan (1979)
  • J.D. (magna cum laude), University of Michigan (1982)
  • LL.M. in Taxation, New York University School of Law (1983)

Elected to the Order of the Coif. Graduate Editor of the Tax Law Review

Admitted:

New York (1984)

Bar Memberships:

  • New York State Bar Association, Tax Section (Serve on Executive Committee; Co-Chairman of the Committee on Bankruptcy and Losses)
  • The Association of The Bar of the City of New York
  • American Bar Association, Tax Section

Advisory Board:

Serve on the BloombergBNA Corporate Advisory Board

Publications:

  • Tax Planning for Troubled Corporations:Bankruptcy and Nonbankruptcy Restructurings (Treatise Co-Author, 2018 ed.; CCH)
  • “Tax Issues in Restructuring,” The Law and Practice of Restructuring in the UK and US(Chapter Co-Author; Editors:C. Mallon, S. Waisman & R. Schrock; 2d ed.; Oxford Univ. Press 2017

Numerous articles on tax issues relating to financially troubled companies.


Andy Dubroff is Ernst & Young LLP’s Co-Director of National Tax Mergers and Acquisitions in Washington, DC. His practice focuses on the federal income taxation of corporations, and in particular, the application of the consolidated return regulations.

Andy previously served as Associate Tax Legislative Counsel and an Attorney-Advisor in the U.S. Department of the Treasury, Office of Tax Policy. In that capacity, his principle responsibilities included, among others, developments in the taxation of corporations and many fundamental changes to the consolidated return regulations. Prior to joining the Treasury, Andy was in private law practice at the law firm of Wolf, Block, Schorr and Solis-Cohen in Philadelphia.

Andy is a graduate with a B.S. in Economics and a J.D. from the University of Pennsylvania. He is a past American Bar Association Section of Taxation Council Director, and a past Chairman of the Section of Taxation’s Affiliated & Related Corporations Committee, as well as an active member of the District of Columbia Bar Association Tax Section. He currently serves as a member of the Advisory Board, New York University Institute on Federal Taxation, and is included in numerous listings of leading tax advisors in the United States.

Andy writes and speaks frequently at tax meetings and institutes, especially on matters related to consolidated returns. He was formerly the lead author of the multi-volume treatise entitled Federal Income Taxation of Corporations Filing Consolidated Returns (2d ed), which is widely cited by courts as the leading authority in its field.


Bill Alexander focuses on the tax aspects of corporate transactions, including U.S. and cross-border mergers and acquisitions, spin-offs, corporate restructurings and other business transactions. 

Before joining Skadden in 2015, Mr. Alexander served as Associate Chief Counsel (Corporate) of the Internal Revenue Service’s Office of Chief Counsel. He had been with the Office of Chief Counsel since 1990, serving as Associate Chief Counsel (Corporate) since November 2001. In this role, he was the chief adviser to the IRS on interpretations of the corporate tax laws, such as provisions dealing with corporate mergers and acquisitions, spin-offs, corporate-shareholder relationships, the use of corporate losses and consolidated returns of corporate groups. Mr. Alexander played a major role in the government’s development of published and private guidance, and in developing and implementing the IRS’ enforcement positions in these areas. Prior to joining the IRS, he worked in private practice in New York.

Mr. Alexander is a frequent speaker on corporate tax issues at bar association programs and other tax conferences.  He is active in the Tax Sections of the American Bar Association, for which he is the current vice chair of the Corporate Tax Committee, and the NY State Bar Association, where he is a member of the Executive Committee and co-chair of the Consolidated Returns Committee.  He is the chair of Bloomberg BNA's Corporate Taxation Advisory Board.

Mr. Alexander is admitted to practice in the District of Columbia and New York, and has a bachelor's degree from Cornell University, a law degree from Columbia Law School, and an LL.M. in Taxation from New York University School of Law.


Eric Solomon recently retired as the Co-Director of Ernst & Young LLP’s National Tax Department in Washington, DC.  Eric has advised clients on a wide range of transactional and tax policy issues.  He has over 40 years of tax experience in private practice and government service.

Eric served as Assistant Secretary for Tax Policy at the U.S. Treasury Department from December 2006 to January 2009.  As Assistant Secretary, he headed the Office of Tax Policy, which serves as the primary advisor to the Treasury Secretary on legal and economic matters relating to domestic and international taxation.  Eric joined the Office of Tax Policy in 1999.  He served in both the Clinton and George W. Bush Administrations.  He was Senior Advisor for Policy, Deputy Assistant Secretary (Tax Policy) and Deputy Assistant Secretary (Regulatory Affairs) prior to his 2006 confirmation as Assistant Secretary.

Eric has received numerous awards for his government service.  In recognition of his contributions at the Treasury Department, Eric received the Alexander Hamilton Award, which is the highest award for Treasury service, and the Distinguished Presidential Rank Award.  He has also received distinguished service awards from the Tax Foundation, the Tax Council Policy Institute, Tax Executives Institute, and the taxation sections of the State Bar of California, the State Bar of Texas, and the Federal Bar Association.

From 1996 to 1999, Eric was a principal in Ernst & Young LLP’s National Tax Mergers and Acquisitions group in Washington, DC.  Previously, he was Assistant Chief Counsel (Corporate) at the Internal Revenue Service, heading the IRS legal division responsible for all corporate tax issues.  He began his career with law firms in New York City and was a partner at Drinker Biddle & Reath in Philadelphia.

Eric received his A.B. from Princeton University (Phi Beta Kappa), his J.D. from the University of Virginia and his LL.M. in taxation from New York University.  He is Chair of the American Bar Association Section of Taxation.  Eric is also a member of the Executive Committee of the Tax Section of the New York State Bar Association. He is co-chair of the Practising Law Institute conference on Tax Strategies for Corporate Acquisitions and Dispositions.

Eric is an adjunct professor of law at Georgetown University Law Center, where he teaches a course in corporate taxation.  He received the Distinguished Adjunct Professor Award for Georgetown University’s graduate law programs.


Lawrence M. Axelrod graduated from Stuyvesant High School in New York City and attended the State University of New York at Stony Brook during the quiet years, 1967 through 1971.  After waiting tables during a year's respite from academia, he enrolled in the University of Southern California Law Center.  Upon graduation, he joined the tax department of a large accounting firm that suffered from the delusion that he could be made a CPA.  In 1977, following a year and a half of tax practice, with emphasis in estate planning, Larry went to work for the Office of Chief Counsel, Legislation and Regulations Division, of the IRS in Washington, DC.  In light of his estate planning experience, the IRS assigned him to the Corporate Branch where he drafted regulations on investment credit for movies and bad-debt deductions for thrifts, in addition to regulations on consolidated returns.  The Tax Court declared his regulations under section 593 invalid on three occasions—and three times was reversed.  During his tenure at the IRS, he received an MLT degree from Georgetown University Law Center.  In 1981, having served his commitment with the Service, Larry joined the Washington Service Center of Touche Ross (which in 1989 merged with Deloitte).  In 1985, he was admitted to the partnership.

For 20 years he conducted a two-day consolidated return seminar for public participants willing to fork over the tuition.  In 2007, he became author of the 4th edition of the treatise CONSOLIDATED TAX RETURNS, published by Thomson Reuters, and updates it annually.

From 1987 to 1988, he was chair of the ABA Tax Section Committee on Affiliated and Related Corporations.  He has published numerous articles on consolidated return issues, including “The Supreme Court, Consolidated Returns, and 10-Year Carrybacks” which was cited in Justice Souter's 2001 opinion in United Dominion Industries, Inc.  Also, his article on consolidated AMT was cited in Judge Cohen's opinion for the Tax Court in State Farm Insurance Co. v. Commissioner.  His 1997 article, “Are Consolidated Returns Obsolete,” exploring the differences and similarities between a single-member LLC and a subsidiary in a consolidated group, was among the articles selected for republication by Tax Notes in 2012 to commemorate the magazine's 40th anniversary.

In May 2008, to the lament of his clients, partners, and the tax community in general, Larry retired from Deloitte Tax to pursue a life of relative leisure. After eight months, however, he heard the clarion call of public service and returned to the IRS as Special Counsel to the Associate Chief Counsel (Corporate).  He also joined the faculty of Georgetown Law School’s graduate tax program as an adjunct professor.

After leaving the IRS in 2016, he authored several articles for Tax Notes, “Marvel and United Dominion’s Dangerous Dictum,” “Why Rite Aid Was Right,” “Are Prepaid Property Taxes Properly Deductible," "Diminishing Interest in Consolidated Group that Owns a Partnership," and "How Soft and Loose is Firm and Fixed.”

 
 


Lisa Zarlenga represents public and private companies on federal income taxation issues, with a focus on tax policy issues with respect to tax legislation and Treasury guidance as well as on corporate transactional and planning matters. Lisa serves as co-chair of Steptoe’s Tax Group and leads the firm’s tax policy practice. Drawing on her experience as Tax Legislative Counsel at the US Treasury Department’s Office of Tax Policy, Lisa marries substantive tax knowledge with strong relationships at Treasury and 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 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.

Lisa has combined her policy and transactional backgrounds to advise clients on tax issues relating to blockchain and digital currency. She advises clients on conducting digital currency transactions and conversions, token offerings, and different investment and entity structures. Her experience includes advising a coalition of the leading companies in the blockchain space that was engaging directly with the IRS and policymakers to develop workable policies at an industry-wide level.

As Tax Legislative Counsel at the Treasury Department, Lisa advised Treasury’s Assistant Secretary for Tax Policy on a broad range of domestic tax policy issues, including corporate, partnership, healthcare, tax-exempt organizations, energy, income tax accounting, estate and gift, and procedure and administration. She oversaw preparation of regulations and other administrative guidance implementing the Internal Revenue Code and the president’s annual revenue proposals in these areas.

Clerkship

• Hon. Robert P. Ruwe, US Tax Court

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

The Best Lawyers in America, Tax Law (2018)

Super Lawyers, Washington, DC, Tax (2017)

• Treasury Exceptional Service Award (2015), Special Act Award (2011)

• Washingtonian magazine, "Best Lawyers," Tax (2015, 2017)

Legal 500 US, Finance: Not-for-Profit, Nonprofit and Tax Exempt Organizations; Government: Government Relations; Tax: International Tax; Tax: US Taxes, Contentious; Tax: US Taxes, Non-Contentious (2016); Domestic Tax, East Coast (2009-2010)


Gordon is a principal in the International Mergers and Acquisitions group of KPMG’s Washington National Tax practice and is located in New York.  He is also a member of KPMG’s Complex Transactions team. Prior to joining KPMG, Gordon was the U.S. and global head of tax at Linklaters LLP, and, before that, the U.S. and global head of tax at Dewey & LeBoeuf.

Gordon’s primary areas of expertise include the U.S. federal income taxation of domestic and cross-border mergers, acquisitions, spin-offs, divestitures, joint ventures and restructurings. He also has significant experience in the taxation of investments in the United States by non-U.S. governments and their controlled entities, as well as in the taxation of collective investment vehicles and complex financial arrangements and products.

Gordon has been recognized in Chambers USA, Chambers Global, Legal 500, Super Lawyers, Who’s Who, World Tax and other publications as a leading tax individual in the United States.

Gordon is an active member, and Secretary, of the Executive Committee of the Tax Section of the New York State Bar Association.  In addition, he speaks frequently at professional education programs on federal income tax topics and has written extensively on corporate reorganization and other tax subjects. Among the forums at which Gordon has been a regular speaker are the American Bar Association, the D.C. Bar Association, the Federal Bar Association, the International Bar Association, the International Tax Institute, the New York State Bar Association, the Practicing Law Institute, the Southern Federal Tax Institute and the Texas Federal Tax Institute.

Gordon received an LL.B. from the University of Alberta and an S.J.D. from Harvard Law School.


Mr. Wessel is the Principal-in-Charge for KPMG’s Washington National Tax M&A Tax Group.  With his experience as a former law clerk in a U.S. District Court, private attorney, and official at the Internal Revenue Service and the U.S. Treasury Department, he advises his clients on all aspects of corporate taxation, with a particular emphasis on spin-offs.  He also has testified as an expert in two significant litigations involving spin-offs.  Mr. Wessel also serves in KPMG’s Tax Leadership.

Prior to joining KPMG in 2000, Mr. Wessel was a founding partner of McKee, Nelson, Ernst & Young LLP.  From 1991-2000, he was the lead M&A tax partner in the King & Spalding, D.C. office.  From 1990-1991, he was Special Counsel to the IRS Chief Counsel where he served as his principal legal advisor on the development of regulations, rulings, and designated tax litigation.  From 1985-1990, he served as Associate Tax Legislative Counsel and Attorney-Advisor in the U.S. Treasury Department’s Office of Tax Legislative Counsel with primary responsibility for developing corporate tax legislation and regulatory guidance.  From 1980-1982, he served as a Law Clerk to the Hon. Jacob Mishler, U.S. District Court, EDNY.

Mr. Wessel earned an LL.M. in taxation from the NYU School of Law in 1985.  He earned his J.D., cum laude, in 1980 from the NYU School of Law, where he served on the New York University Law Review and was a member of the Order of the Coif.  He graduated, magna cum laude, in 1976 with a B.S.E. from the University of Pennsylvania, The Wharton School, where he was elected to Beta Alpha Psi.  He also is an active member of the ABA Section of Taxation where he has served as a co-chair of the Corporate Tax Subcommittee for Policy and Special Projects, the Chair of the Corporate Tax Subcommittee on (i) Tax-Free Reorganizations, (ii) Affiliated Group Acquisitions, and (iii) Tax-Free Distributions and a Vice Chair for the Committee on Corporate Tax.  He regularly speaks on subjects in his practice areas at forums such as: ALI-ABA, ABA, FBA, and PLI.  Among his various writings, Mr. Wessel is a principal author of the more than 1,400-page PLI work on Corporate Distributions under Section 355.  He is listed in The International Who’s Who of Corporate Tax Lawyers, Corporate Tax Expert Witnesses and Business Lawyers, WhosWhoLegal.com, The Best Lawyers in America, International Tax Review’s Expert Guide to the World’s Leading Tax Advisors, The Best of the U.S., and The Washington DC Area’s Best Lawyers.  Mr. Wessel also has been named one of the 30 “Best of the Best” tax advisers in the United States by in-house counsel and his peers in The Best of the Best USA, 2012, 2015, and 2017, and was selected as a runner-up for Tax Notes’ “Person of the Year” for 2013.




Will is an investment banker and Managing Director at Citigroup Global Markets Inc., where he focuses on tax-advantaged domestic and cross-border M&A transactions and capital structure solutions for public and private companies. 

Will has served as an adjunct assistant professor at Brooklyn Law School and taught classes on the taxation of securities and derivatives and the taxation of partnerships.  He has also taught as an adjunct at the Peter J. Tobin School of Business at St. John’s University and given guest lectures for classes at Harvard Law School and NYU’s Leonard N. Stern School of Business.

Will currently serves on the Board of Directors of the International Tax Institute, is a member of the New York Steering Committee of the International Fiscal Association, and was formerly Chair of the U.S. Activities of Foreigners and Tax Treaties Committee of the ABA’s Section of Taxation.  He is a former John S. Nolan Fellow and also served on the ABA’s Task Force on International Tax Reform.  Will speaks frequently about Federal income tax matters. 

Prior to joining Citigroup, Will was a Senior Attorney at Cravath, Swaine & Moore LLP, a law firm in New York City; he earned his J.D. (magna cum laude) from Boston University School of Law. 


Joe Pari is Co-Chair of Weil’s Tax Department and is based in New York and Washington, D.C. Mr. Pari has extensive experience advising on federal income taxation of domestic and cross-border mergers, acquisitions, spin-offs, other divestiture types, restructurings, bankruptcy and non-bankruptcy workouts, acquisition financing, and the use of pass-through entities in acquisitive and divisive transactions, with a particular emphasis on corporate tax planning, the utilization of net operating losses, and other tax attributes and consolidated return matters.

Prior to joining Weil, Mr. Pari was National Principal-in-Charge of Washington National Tax at KPMG LLP.

Mr. Pari is on the advisory boards of the New York University Institute on Federal Taxation and the Federal Bar Association, and is an adjunct faculty member at the Georgetown University Law Center. He is a frequent speaker on tax issues relating to mergers and acquisitions, spin-offs and other divestitures, corporate tax planning, workouts, and consolidated return matters.

Mr. Pari has served as chair of the Corporate Tax Committee of the American Bar Association Tax Section; council director for the American Bar Association Tax Section’s Corporate Tax Committee, Committee on Affiliated and Related Corporations, and Bankruptcy and Workouts Committee; chair of the American Bar Association Tax Section’s Committee on Affiliated and Related Corporations and its Subcommittee on Consolidated Returns; co-chair of the Federal Bar Association Domestic Corporate Tax Symposia; and member of the advisory board of the National Foreign Trade Council, Inc.

Mr. Pari has been selected for inclusion in publications including Chambers Global, Chambers USA, The Best Lawyers in America, Legal 500 US, Who’s Who Legal, The International Who’s Who of Business Lawyers, Washington D.C. Super Lawyers and was named Washington, D.C. Tax Lawyer of the Year by Best Lawyers in 2012.


 


Michael L. Schler is Of Counsel and a retired tax partner in the New York City law firm of Cravath, Swaine & Moore LLP.  He practices in the areas of mergers & acquisitions, corporate tax, international tax, consolidated returns, and financial products.

Mr. Schler is a past Chair of the New York State Bar Association Tax Section and is a member of the Executive Committee.  He was the President and is now a Trustee of the American Tax Policy Institute.  He is also the Chair of the New York Tax Forum.  He is a member of the American College of Tax Counsel.  He has been a Consultant to the American Law Institute Federal Income Tax Project on Integration of the Individual and Corporate Income Taxes, and to the Institute’s Project on Taxation of Private Business Enterprises.  He is a past winner of the Chambers USA Award for Excellence in Corporate Tax, and is recognized as a top rated tax lawyer by Chambers Global, Chambers USA, The Legal 500 and other publications.

Mr. Schler is the author of numerous published articles, including articles on tax reform, BEPS, consolidated returns, spinoffs, section 1032, section 356, tax shelters, and partnership carried interests.  He is a speaker at numerous tax conferences, and was the chair or co-chair of the annual NYC Bar-Penn State Dickinson School of Law m&a tax conference and its predecessor conferences in 1998-2013.

Mr. Schler has degrees from Harvard College (A.B., magna cum laude), Yale Law School (J.D.), and New York University School of Law (LL.M. in Taxation).


Professional and industry experience                                                    

 Mark R. Hoffenberg is the principal-in-charge of KPMG LLP’s Washington National Tax Corporate practice. He advises KPMG partners, employees, and clients on corporate and consolidated return tax matters, including acquisitions, dispositions, reorganizations, spinoffs, debt restructurings, and bankruptcy workouts.

Mr. Hoffenberg was admitted to the partnership when he joined KPMG in 2000 as a principal. Previously, he served at the Treasury Department’s Office of Tax Legislative Counsel, where his legislative and regulatory responsibilities focused on the taxation of corporations and their shareholders, the taxation of an affiliated group of corporations filing a consolidated return, corporate reorganizations and divisions, and the research credit. From 1992 to 1997, prior to joining the Treasury Department, Mr. Hoffenberg was an associate with a major D.C. law firm. At the firm, his practice focused on the domestic and international taxation and structure of professional sports leagues and related business enterprises, corporate reorganizations and divisions, insurance taxation, and the taxation of regulated investment companies.

Publications and speaking engagements                                                                  

 Mr. Hoffenberg lectures and teaches internal and external continuing professional education courses, and publishes in the area of corporate taxation, debt workouts inside and outside of bankruptcy, and consolidated returns.


Widely recognized as one of the top corporate tax lawyers, Mark Silverman advises large public corporations as well as closely held businesses on tax planning and transactional matters. He has extensive experience structuring acquisitions, mergers, and spin-off transactions. Mark is often called upon to advise the IRS, Treasury Department, and the staffs of the Congressional tax writing committees on corporate tax issues, and previously served as an advisor to the Committee on Ways and Means during its consideration of revisions to the corporate tax provisions of the Internal Revenue Codes.

A significant part of Mark’s practice involves resolving tax policy issues before Congress and the Treasury Department. Clients also turn to Mark for his extensive experience with audit and tax controversy matters, including effectively negotiating with IRS appeals officers, National Office officials, and district counsel in settling significant audit issues.

Mark is the former chair of the corporate tax committee and a counsel member of the ABA Tax Section. He is a member of the advisory boards of BNA Tax Management, Consolidated Returns Tax Report, M&A Tax Report, and Corporate Taxation magazines. Mark chairs the annual PLI Consolidated Returns program. He is a frequent speaker on tax matters and has published numerous articles on the subject.


Craig Gerson is a Principal in the Mergers and Acquisitions group of PwC’s Washington National Tax Services practice.  At PwC, Craig advises clients on the use of partnerships in a wide array of domestic and cross-border transactions.  Craig previously served in the Office of Tax Legislative Counsel at the U.S. Department of the Treasury as an Attorney-Advisor specializing in partnership taxation issues.  While at the Treasury Department, Craig had primary responsibility for the development and publication of guidance on partnership tax topics, including regulations relating to: distributions under section 751(b); basis adjustments under the Jobs Act of 2004; varying interests under section 706; qualifying income under section 7704(d)(1)(E) for publicly traded partnerships; disguised payments for services under section 707(a); partnership transactions involving partner stock under section 337(d); and allocations of partnership liabilities under section 752.  Craig also has prior experience as an Attorney-Advisor in the Passthroughs Division of Chief Counsel.

Craig has authored articles that have appeared in numerous publications, including Practising Law Institute (PLI) (Tax Planning for Domestic and Foreign Partnerships, LLCs, Joint Ventures and Other Strategic Alliances), Tax Notes, and Journal of Taxation. Craig is a regular speaker on partnership tax issues at a wide variety of tax conferences including the American Bar Association Tax Section, PLI, and Tax Executives Institute. Craig has also instructed the Taxation of Partnerships class for the LL.M. program in taxation at the Georgetown University Law Center.

Craig received his B.A. in English from Northwestern University, his J.D. from University of California - Davis, and his LL.M. from the Georgetown University Law Center. Craig is admitted to practice law in Washington D.C. and California.


Jeff, based in Washington, DC, is a principal in the Joint Ventures and Partnerships group in Ernst & Young’s National Tax Office.  Jeff works extensively in the MLP, private equity and international space across a broad spectrum of industries, including medical, pharmaceutical, real estate, and oil and gas.  

Jeff was an Assistant Branch Chief in the IRS Chief Counsel’s office for Passthroughs.  Jeff has given many speeches and presentations to Bar Associations and other tax groups (including the National Association Publicly Traded Partnerships) on a number of partnership tax issues, covering such topics as drafting and reviewing partnership agreements, the basics of MLPs, and the interaction of the so-called intangible anti-churning rules and the partnership tax rules.  Jeff has also written articles on various topics, including the allocation of partnership debt, the conversion of partnerships, and the at-risk rules.

 


Karen Gilbreath Sowell is a principal in Ernst & Young LLP’s National Tax Department. Based in Washington, D.C., Karen serves as a co-leader of the Mergers and Acquisitions group. A partner since 2001, Karen has advised the firm’s most significant clients on complex transactions, and leads the firm’s practice involving corporate spin-off transactions.

Karen was the US Treasury’s Deputy Assistant Secretary for Tax Policy from July 2007 to January 2009. She worked closely with the leadership of the Treasury Department during the financial crisis. She participated in the legislative process for the Economic Stimulus Act of 2008 and the Emergency Economic Stabilization Act (EESA) of 2008, and played a leadership role in the expedited issuance of important guidance projects directed at economic stabilization. She was co-leader of the Treasury Department’s promulgation of standards for the executive compensation requirements of EESA. She received the Treasury Distinguished Service Award in recognition of her contributions.

Among her other duties as Treasury’s Deputy Assistant Secretary for Tax Policy, Karen worked closely with the Internal Revenue Service to issue a substantial amount of significant regulations, revenue rulings, revenue procedures, notices and other guidance. 

Karen first served at the Treasury Department from 1997 to 2001, where she was Associate Tax Legislative Counsel. She was primarily responsible for matters relating to corporate taxation in a period of prolific guidance, including regulations and other guidance governing spin-off transactions, taxable transactions, and the check-the box regime. 

Karen is the First Vice Chair of the Executive Committee of the Tax Section of the New York State Bar Association and will be Chair of the organization in 2018. She is a former chair of the Corporations Committee of the Tax Section of the American Bar Association.


Martin Huck is a Principal in Ernst & Young LLP’s National Mergers and Acquisitions group.  His practice involves a wide range of Federal income tax issues relating to multinational corporate transactions, with particular focus on tax-free spin-offs in the domestic and cross-border context, multinational integration transactions, and consolidated return issues.  He leads engagements that include transaction structuring and implementation, opinions, and private letter rulings.  

Martin joined EY from the Corporate Division of the IRS Office of Chief Counsel.  Prior to working at the IRS, he was a clerk at the United States Tax Court.  He holds a BS in Mathematics and English from Carnegie Mellon University, a JD from Indiana University’s School of Law in Bloomington, and an LLM in Taxation from the University of Baltimore’s School of Law.  

Martin is a former Chair of the Corporate Tax Committee of the American Bar Association’s Tax Section.  He regularly participates in panel presentations for the ABA Tax Section, Practicing Law Institute, and the DC Bar Association’s Corporation Tax Committee, and served as an instructor for NYU’s Summer Institute in Taxation.

 


Mary is a Director in KPMG’s Mergers and Acquisitions Tax Practice in New York.   Mary specializes in net operating loss preservation and utilization planning (including IRC section 382 ownership change analyses).  In addition, Mary consults on consolidated return issues (including stock basis, loss disallowance, attribute reduction modeling, and earnings and profits studies) for large consolidated groups.  She also specializes in tax structuring and due diligence in tax-free reorganizations, tax-free spin-offs, taxable acquisitions, cross-border transactions, bankruptcy and workouts, debt and equity restructurings and financings.

Mary graduated with a Bachelor of Business Administration (Accounting) and Master in Taxation from University of Washington.  Mary is a licensed CPA in Washington.  

 


Michael J. Wilder focuses his practice on corporate and international tax issues. He has extensive experience in structuring corporate mergers and dispositions, spin-offs, liquidations, cross-border transfers and financing instruments, as well as in the areas of consolidated returns, bankruptcy and insolvency tax matters. Michael represents clients in seeking private letter rulings from the Internal Revenue Service (IRS) and in handling audit and appeals matters. Michael is the leader of McDermott’s Corporate Tax Practice.

Michael has taught advanced international taxation at Georgetown Law School. He also speaks frequently on tax issues.

Previously, Michael worked in the Office of Associate Chief Counsel (Corporate) at the IRS for fourteen years. At the IRS, he reviewed and consulted on guidance projects, technical advice memoranda, private letter rulings, litigation, spin-offs, and other matters concerning corporate tax transactions and issues.

Before his legal career, Michael was a professional chess player. He became the national champion of the United States in 1988 and was awarded the title of international grandmaster in 1989.


Marc is a Partner in the National Tax Mergers and Acquisitions group within the Transaction Advisory Services practice of Ernst & Young LLP, and is located in San Francisco, CA. His practice focuses on federal corporate income tax, and consolidated return matters. 

Background

Marc previously served as Associate Tax Legislative Counsel and an Attorney-Advisor in the U.S. Department of the Treasury, Office of Tax Policy. In that capacity, his principal responsibilities included, among others, developments in the taxation of corporations. Specifically, Marc was the principal reviewer on all corporate tax guidance projects, including: the final consolidated return Unified Loss Rule; final regulations regarding the transfer of assets or stock following a reorganization; proposed regulations regarding the active trade or business requirement under section 355; and proposed regulations that would allow for an election under section 336(e). He was also a frequent speaker, representing the Treasury Department at various tax conferences sponsored by the ABA, DC Bar Association, NYSBA, and PLI.

Prior to joining the Treasury Department, Marc served as a Senior Technician Reviewer at the Internal Revenue Service, Office of the Associate Chief Counsel (Corporate). Prior to joining the government he was a Senior Tax Manager at Deloitte Tax LLP in Chicago.

Marc is a graduate of the University of Minnesota (B.S. Accounting), and Loyola University Chicago School of Law (J.D.).


Mr. Collins is a partner in Deloitte’s Washington National Tax Office.  His responsibilities include providing firm-wide consultation regarding corporate restructurings, bankruptcy, consolidated returns, mergers, acquisitions, and spin-offs.  Mr. Collins has been a frequent speaker and author on Federal income tax matters.  He is an Adjunct Professor in the LL.M program at Georgetown University, where he teaches Consolidated Returns -- Principles and Planning.  He is a past-Chair of the Consolidated Return and S Corporation committees of the Tax Section of the American Bar Association.  From 1986 to 1989, Mr. Collins served as Attorney-Advisor in the Office of the Tax Legislative Counsel, U.S. Treasury Department, where he advised the Assistant Secretary (Tax Policy) regarding legislative proposals and administrative guidance with respect to consolidated returns, C and S corporations, publicly traded partnerships, and oil and gas.


Mr. Curran is a partner in Davis Polk’s Tax Department. He regularly advises public and private clients on federal income tax aspects of domestic and cross-border mergers, acquisitions, dispositions, joint ventures and spinoffs. His practice also focuses on cross-border internal group restructurings for multinational corporate groups.