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2017 Tax Act Update: Riding the Tidal Wave of Regulatory and Administrative Guidance

Speaker(s): Andrew M. Herman, Brenda L. Zent, Bryan P. Collins, Clifford M. Warren, Dana L. Trier, Daniel M. McCall, David H. Schnabel, Erin Cleary, Gordon E. Warnke, Jesse F. Eggert, John J. Merrick, Jonathan Talansky, Karen Gilbreath Sowell, Kimberly S. Blanchard, L.G. "Chip" Harter, Marc A. Countryman, Margaret O'Connor, Marie C. Milnes-Vasquez, Michael B. Shulman, Michael J. Caballero, Michael L. Schler, Robert Cassanos, Russell G. Jones, S. Eric Wang, Thomas C. West, Jr.
Recorded on: Mar. 19, 2019
PLI Program #: 252146

L.G. "Chip" Harter is a senior policy advisor to PwC.

He served the Department of the Treasury as Deputy Assistant Secretary of Tax Policy for International Tax Affairs from September 2017 through November 2020.

As Deputy Assistant Secretary for International Tax Affairs, Mr. Harter was responsible for all international tax matters at Treasury. He played a central role in representing the Treasury in the legislative process for the Tax Cuts and Jobs Act (TCJA), which was signed into law in December 2017. Mr. Harter then led the development and issuance of an integrated set of regulations to implement the new international provisions of the TCJA, including regulations to implement the Global Intangible Low Tax Income (GILTI) regime, the Base Erosion Anti-Avoidance Tax (BEAT), and the Foreign Derived Intangible Income (FDII) regime.

Mr. Harter also represented the United States in tax negotiations at the Organisation for Economic Cooperation and Development (OECD). At the OECD, he led the efforts to revise long-standing international tax rules that provide for the allocation of taxing rights over multinational businesses, representing the United States in negotiations over the designs of the Pillar 1 and Pillar 2 proposals.

In recognition of these services, Mr. Harter was awarded the Treasury Medal.

Prior to joining the Treasury, Mr. Harter served for 18 years as a principal in the Washington National Tax Service of PwC. Prior to joining PwC, Mr. Harter served 18 years, first as an associate and then as a partner, with the international law firm of Baker& McKenzie. He is a member of the District of Columbia Bar.


Mr. Shulman is Co-Head of the Tax Group at Shearman & Sterling. Mr. Shulman represents and advises clients on the tax aspects of a wide variety of business and financial transactions. 

Mr. Shulman works extensively in the areas of corporate acquisitions, dispositions, restructurings and spin-offs. He also represents regulated investment companies and onshore and offshore investment funds on a broad range of organizational and transactional matters.

Mr. Shulman is the former Chair of the Financial Transactions Committee of the American Bar Association Tax Section and is a member of the Executive Committee of the New York State Bar Association. Mr. Shulman joined the firm in 1996 and became a partner in 2001.


New York University School of Law, LL.M., 1997

Vanderbilt University School of Law, J.D., 1993

University of Chicago, B.A., 1990

Andrew Herman is principal in Ernst & Young LLP’s National Tax Mergers and Acquisitions group, within the International Tax & Transaction Services practice, based in Washington, D.C.  He focuses on advising clients on corporate acquisitions, dispositions, spin-offs, reorganizations, consolidated return issues, and cross-border transactions.  He is a member of the Executive Committee of the New York State Bar Association Tax Section.  Prior to joining EY, Andrew was a tax attorney at the law firm of Debevoise & Plimpton, LLP in New York City.  Prior to entering law school, Andrew was a project manager for the NYC Department of Transportation, and an aspiring film score composer.

Andrew obtained a B.A., magna cum laude, in Philosophy from the University of Pennsylvania, and a J.D. and LLM in taxation from New York University School of Law. 

Brenda Zent is a Special Advisor to the International Tax Counsel in the Office of Tax Policy. Brenda joined the Treasury Department in September 2010 and during this time has played a lead role in guidance related to cross border mergers and acquisitions involving corporations and partnerships. Prior to joining Treasury, Brenda was a Managing Director in the Washington National Tax office of a “Big 4” accounting firm where she specialized in cross-border M&A.

Cliff Warren is Senior Level Counsel in the Passthroughs division of IRS’ Office of Chief Counsel.  Prior to this position, Cliff was head of tax at KKR.  Before that, he was head of tax at a large NYC hedge fund and a tax leader at the company formerly known as GE Capital.  Cliff is a graduate of Middlebury College, New York Law School and NYU’s LLM program.

Dana Trier is a retired tax partner of Davis Polk & Wardwell, who currently serves as senior counsel in Davis Polk’s Tax Department in New York City.  His practice focuses on domestic and international tax planning for corporate mergers, acquisitions, joint ventures, spinoffs and private equity investments.  He also has a substantial amount of experience in financial transactions such as convertible debt instruments, equity derivatives, securitization and project finance, and historically has done a significant amount of work involving executive compensation, employee benefits and insurance products.  In addition to his tax planning practice, he has represented clients on ruling and legislative matters and in tax controversies.

Mr. Trier rejoined Davis Polk after serving as Deputy Assistant Secretary for Tax Policy in the U.S. Treasury Department in the Trump administration, where he oversaw the Office of the Tax Legislative Counsel, assisted in establishing and implementing the legislative goals of the Office of Tax Policy, and coordinated the administrative guidance projects of the Office.  He previously served as the Department’s Acting Deputy Assistant Secretary for Tax Policy, Tax Legislative Counsel and Deputy Tax Legislative Counsel from 1988 to 1989 during the administrations of Presidents Ronald Reagan and George H.W. Bush.

Mr. Trier has been listed as a leading tax lawyer in several legal industry publications, including Chambers Global; Chambers USA; Practical Law Company’s Cross-Border Tax on Corporate Transactions Handbook; Law Business Research’s Who’s Who Legal – International Who’s Who of Business Lawyers; Euromoney’s Expert Guide to the World's Leading Lawyers – Best of the Best U.S.; Tax Directors Handbook; and American Lawyer Media’s Corporate Counsel: Best Lawyers Annual Guide to Tax Law.  He was formerly Chair, Corporate Tax Committee, ABA Section of Taxation, and also served on the Executive Committee of the Taxation Section of the New York State Bar Association and on the Planning Committee for the University of Chicago Tax Conference.  Mr. Trier has also taught a variety of tax courses at Georgetown University Law Center, Columbia University Law School and University of Miami Law School, including corporate and partnership taxation, consolidated returns, taxation of property transactions and international taxation.

Daniel McCall is the Deputy Associate Chief Counsel (International - Technical).  Mr. McCall oversees the international component of the published guidance program and also assists the Associate in providing legal advisory services on all international and foreign tax matters.

Previously, Mr. McCall served in other capacities in IRS Chief Counsel International, focusing on international mergers and acquisitions. He has also worked in private practice on a wide range of international and corporate tax matters.  

Mr. McCall received his J.D. from the Georgetown University Law Center in 2005 and a Bachelor’s degree from Georgetown University’s Walsh School of Foreign Service, cum laude, in 2001.

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.

Erin Cleary is a tax partner and a member of the firm’s Tax Department and Investment Management Group. Her practice focuses on advising private equity and corporate clients on a broad range of M&A transactions, as well as advising sponsors on the formation of U.S. and international private equity funds.

Ms. Cleary is a member of the Executive Committee of the Tax Section of the New York State Bar Association. She is recognized by The Legal 500 US (2019) for her expertise in U.S. and international tax.

Ms. Cleary joined Debevoise in 2008. She received a J.D. magna cum laude from Rutgers School of Law-Newark in 2008, where she was a member of Order of the Coif, editor-in-chief of the Law Review and a recipient of the Alumni Senior Prize. Ms. Cleary received her undergraduate degree with high honors from Douglass College, Rutgers University in 2002.

Ms. Cleary is a member of the Bars of New York and New Jersey.

Gordon is a leading tax professional skilled in assisting multinationals navigate through the complexities of domestic and international M&A transactions, particularly in light of the evolving global tax environment.  


Gordon is the Principal in Charge of KPMG’s U.S. and Global Complex Transactions Group and Co-Principal in Charge of KPMG’s Washington National Tax M&A group.

Prior to joining KPMG, Gordon was the U.S. and global head of tax at Linklaters LLP, and, prior to that, the U.S. and global head of tax at Dewey & LeBoeuf LLP (as well as its predecessor firm, Dewey Ballantine LLP).

Professional and Industry Experience

Gordon’s primary areas of concentration are U.S. federal income tax considerations relating to domestic and cross-border mergers, acquisitions, spin-offs, divestitures, joint ventures, restructurings, bankruptcy and non-bankruptcy workouts, consolidated returns, and foreign tax credit, basis, earnings and profits and other tax attribute matters. He also has significant experience in the taxation of private equity funds and other collective investment vehicles as well as the taxation of complex financial arrangements and products.

Gordon has been recognized in Chambers USA, Chambers Global, Legal 500 and other publications as a leading tax individual in the United States.

Other Activities

Gordon is currently the Chair of the Executive Committee of the New York Bar Association Tax Section and is a former co-chair of the New York State Bar Association Tax Section’s Committee on Reorganizations and Committee on Cross-Border Capital Markets. He is also a former chair of the American Bar Association Tax Section’s Committee on Affiliated and Related Corporations and is on the advisory board of the University of Chicago Tax Conference.

Gordon 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, the Texas Federal Tax Institute and the University of Chicago Tax Conference.

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


Jesse Eggert joined KPMG in 2017 as a principal in the International Tax Group of Washington National Tax. He focuses in particular on consulting and advising on issues related to international and U.S. tax reform, including in particular issues related to the BEAT tax and BEPS implementation, as well as tax issues related to inbound investment in the United States more generally, including the interpretation and application of tax treaties.

He joined KPMG from the Organization for Economic Cooperation and Development (OECD), where he served the Centre for Tax Policy and Administration as a Paris-based senior adviser on the base erosion and profit shifting (BEPS) initiative. That role included leading the group’s work on the taxation of the digital economy and serving as lead negotiator of a multilateral instrument (MLI) to implement BEPS-related tax treaty modifications. Previously, Jesse served the U.S. Treasury Department’s Office of Tax Policy for seven years as an attorney-adviser and later as Associate International Tax Counsel. Among other responsibilities, he developed U.S. international tax guidance with respect to FATCA, sovereign investment in the United States, and conduit financing, represented the United States before the OECD working parties on tax treaties and exchange of information, and led negotiation of tax treaties, tax information exchange agreements, and FATCA IGAs with a number of jurisdictions.

John Merrick, a Senior Level Counsel to the Associate Chief Counsel (International), has been with the Office of Chief Counsel for over 15 years.  Prior to joining Chief Counsel, he practiced international tax in the national offices of two accounting firms in Washington.  He also practiced international and corporate tax in Chicago with an accounting firm and a law firm.

Jonathan specializes in federal income taxation, with an emphasis on real estate private equity funds, mergers and acquisitions, real estate investment trusts, infrastructure projects, capital markets, and real estate acquisitions and divestitures. He has developed an expertise in the newly enacted “qualified opportunity zone” provisions of the Code and advises many stakeholders seeking to benefit from the program.

He has assisted clients in structuring numerous open-end, perpetual life real estate investment vehicles, and has advised public and private REITs on compliance issues, planning and dispositions.

Jonathan’s clients include many large private equity, infrastructure and real estate funds, whom he advises them in connection with fund formation and structure issues, along with side-letter negotiation and deal execution.

Jonathan is also frequently engaged to implement inbound investment structures for sovereign wealth funds and other non-U.S. investors.

He has structured numerous cutting-edge Section 1031 exchanges for prominent real estate investors and developers.

Jonathan is a frequent commentator and published author on numerous tax topics, and is a member of the executive committee of the New York State Bar Association Tax Section.

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 was Chair of the Executive Committee of the Tax Section of the New York State Bar Association in 2018. She is a former chair of the Corporations Committee of the Tax Section of the American Bar Association.


Marc is a Partner in the National Tax M&A Group within the International Tax and Transaction 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. 



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.).

Marie Milnes-Vasquez is Special Counsel to the Associate Chief Counsel (Corporate). Her portfolio includes managing the office’s guidance program and supervising drafting teams working on guidance pertaining to topics throughout the jurisdiction of ACC (Corporate).  In addition, she advises the Associate Chief Counsel on all technical matters within the office’s jurisdiction.

Marie’s core practice has historically focused on consolidated returns, tax attribute issues, and troubled company issues, such as sections 382 and 108, and G reorganizations.  She has drafted numerous regulations in the consolidated return and subchapter C area.

Marie previously worked in Field Counsel, where she served as the Industry Counsel for Consolidated Return Issues.  She remains integrally involved in tax litigation and other controversy matters. 

Before joining the Service, Marie served as law clerk to the Hon. Laurence J. Whalen of the United States Tax Court, and she was later associated with Baker & McKenzie's Washington DC office. Marie earned her J.D. from Harvard Law School and her LL.M. from Georgetown University Law Center. 

Michael J. Caballero is a tax partner at Covington & Burling LLP in the firm’s Washington D.C. office.  Prior to joining Covington, he spent two and a half years in the Treasury Department’s Office of Tax Policy, from February 2010 to August 2012, first as Deputy International Tax Counsel, and then as International Tax Counsel.  He also spent over five and a half years in the Office of Tax Policy from 1999 through 2004, as an Attorney-Advisor and Associate International Tax Counsel.  In between his two stints at the Treasury, he was an international tax partner in the Washington D.C. office of two global law firms.  Mr. Caballero received a B.S. in Mathematics (with a concentration in Computer Science), magna cum laude, from the University of Notre Dame, a J.D., cum laude, from the Georgetown University Law Center, and an LL.M. in Taxation from the New York University Law School. 

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 has been 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).


Mr. Collins is a managing director in Andersen’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 was an Adjunct Professor in the LL.M program at Georgetown University, where he taught Consolidated Returns -- Principles and Planning for 19 years.  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. Schnabel is the chair of Davis Polk’s Tax Department. He advises clients on a full range of transactions, including M&A, spinoffs, financing, PIPEs, partnerships and S corporations, joint ventures, fund formation and inversions. He is a former Chair of the Tax Section of the New York State Bar Association, a member of the Planning Committee of the University of Chicago Law School Tax Conference, a Fellow of the American College of Tax Counsel and a frequent speaker and writer on the tax aspects of M&A and private equity and various tax issues.  

Peg O’Connor is the Deputy Associate Chief Counsel (Operations and International Programs) for ACCI. 

Prior to joining Chief Counsel, Ms. O’Connor was the Senior Advisor to the Director of Cross Border Activities, Large Business and International.  Prior to joining the IRS, Ms. O’Connor was a partner in the national office of Ernst and Young LLP for nearly 20 years advising on issues relating to international tax. 

Ms. O’Connor holds a B.A. from Bryn Mawr College, a J.D. from the University of Maryland, and a MLT from Georgetown University. 

Robert Cassanos is a partner in the New York office and the former co-chair of the Firm's Tax Department. He joined the Firm in 1981 and became a partner in 1988.

Mr. Cassanos has extensive experience in and provides counsel on the tax aspects of the Firm’s transactional practice areas including public and private M&A, leveraged buyouts, cross-border acquisitions, fund formations, real estate acquisitions and dispositions, joint ventures, and financing and capital markets transactions. He has significant experience advising on both private equity and hedge funds particularly in the fixed income and real estate areas. He is the author of a number of published papers and a frequent speaker on various tax topics.

Mr. Cassanos is consistently recognized by Chambers USA: America's Leading Lawyers for Business as a leading individual in Tax. Mr. Cassanos is also consistently recognized by Legal 500 in Tax: US Taxes: Non-Contentious and is recognized by Who's Who Legal in Corporate Tax.

Mr. Cassanos received his JD from Rutgers School of Law in 1981 and his AB from Cornell University in 1974. He is admitted to practice in New York.

Russell Jones is a Special Counsel in the Office of Associate Chief Counsel (Corporate) at the IRS.  Prior to joining the IRS in 2009, he was an associate with Cleary Gottlieb Steen & Hamilton LLP in London and New York.  Before that, he was an associate with Baker Botts LLP in Houston.  He has a bachelor’s degree from Oberlin College, an M.P.Aff. from the LBJ School of Public Affairs at the University of Texas at Austin, and a J.D. from Harvard Law School.

Tom West left the Treasury Department in November 2018.  At Treasury, he’d served as the Tax Legislative Counsel in the Office of Tax Policy since 2015.  The Tax Legislative Counsel’s office has responsibility for a wide range of tax policy issues, including those related to corporate and business taxation, tax-exempt organizations, financial products, income tax accounting, estate and gift taxation, energy tax, excise tax, and procedure and administration.  In his role as Tax Legislative Counsel, Mr. West had significant oversight of and input into the Treasury Department’s implementation of the Tax Cuts and Jobs Act.  From January to July 2017, Mr. West served in an acting role as Assistant Secretary for Tax Policy and was, throughout the entire process, prominently involved in the legislative tax reform efforts.  Prior to joining the Treasury Department, Mr. West was a shareholder at a large multinational law-firm and he has also worked in several Big 4 accounting firms.  He has an LLM in Tax from Georgetown University Law Center and a JD from Temple University School of Law.

Kim Blanchard is a partner in Weil’s Tax Department whose practice encompasses a variety of largely international transactions involving corporate acquisitions and mergers, internal restructurings, business formations and joint ventures. Ms. Blanchard also advises domestic, foreign and multinational clients in connection with venture capital investment and fund formation, partnerships, real estate and exempt organization issues.

Ms. Blanchard has lectured and published extensively on topics ranging from international tax planning for U.S. businesses to the special tax issues facing foreign persons, pension plans and other exempt investors who invest in U.S. private equity partnerships and in U.S. real estate.

Ms. Blanchard is consistently recognized as a leading Tax lawyer by Chambers USA, Chambers Global, Legal 500 US, Best Lawyers in America and The Best of the Best USA.  She is a former Chair of the New York State Bar Association Tax Section and past President of the International Tax Institute. She is the author of the Tax Management Portfolio on PFICs, a “Leading Practitioner Contributor” to the Tax Management International Journal and a member of Practical Law Company’s U.S. advisory board. In addition, Ms. Blanchard is a member of the Board of Trustees of the American Indian College Fund and of the Board of Directors of the Girl Scouts of Greater New York.