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Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2017

Speaker(s): Amy L. Sutton, Bahar A. Schippel, Benjamin H. Rippeon, Benjamin J. Applestein, Beverly Katz, Blake D. Rubin, Brenda L. Zent, Christopher T. Kelley, Christopher Trump, Clifford M. Warren, Craig A. Gerson, Dean S. Shulman, Donald E. Rocap, Eric B. Sloan, Glenn E. Dance, Howard E. Abrams, James G. Tod, James M. Lowy, John C. Hart, Julie A. Divola, Kevin Richards, Lewis R. Steinberg, Linda E. Carlisle, Michael J. Desmond, Paul W. Oosterhuis, Philip B. Wright, Philippe Benedict, Phillip Gall, Ryan K. Carney, Stephen D. Rose, Stephen L. Gordon, Stuart L. Rosow, Todd D. Golub, Todd D. Keator, Todd Gluth, Wendy Abkin, William P. Wasserman
Recorded on: Jun. 6, 2017
PLI Program #: 186514

Wendy Abkin advises clients on tax controversies and litigation with the Internal Revenue Service (IRS), Franchise Tax Board (FTB), and state and local taxing agencies. Wendy represents clients in civil and criminal tax matters, including voluntary disclosures, offshore matters, audits, appeals, litigation, and collection. She also assists clients with state and local tax matters, representing them before the California Franchise Tax Board, the State Board of Equalization, and the Employment Development Department.

Wendy has focused on tax controversy and litigation throughout her career, both in private practice and US government service. She is a former IRS trial lawyer and has worked with the IRS Office of Chief Counsel in San Francisco, where she litigated cases for the IRS before the US Tax Court. In private practice, Wendy’s clients have included individuals, privately held businesses, nonprofits and other tax-exempt entities, estates, and trusts, with a focus on trusts with exposure to California income tax issues. She also served as a law clerk for Judge Charles E. Clapp of the Tax Court in Washington, DC.

Wendy has been active on a number of tax-related committees and bar associations. A current member of the San Francisco Tax Club and the American Bar Association’s Section of Taxation, she has previously served as chair of the California State Bar Taxation Section, co-chair of the State Bar of California’s Council of State Bar Sections, and chair of the Tax Court Pro Se Pro Bono program of the California State Bar Taxation Section, which provides free advice and assistance to unrepresented taxpayers appearing in the Tax Court. 

Wendy speaks frequently on topics of tax controversy and tax procedure before legal and accounting professional associations, and she has served as an adjunct professor in both the School of Law and the Master’s in Taxation Program at Golden Gate University in San Francisco.

Awards and Affiliations
Member, Practice Group of the Year, Tax, Law360 (2017)
Recognized, Best Lawyers in America (2010–2011)
Recognized, Northern California Super Lawyers® (2006–2016)
Recognized, Northern California “Top 50 Women” Super Lawyers (2008, 2010–2012)
Recognized, Northern California "Top 100” Super Lawyers (2009)
Recipient, V. Judson Klein Award, Taxation Section, State Bar of California (2007)
Fellow, American College of Tax Counsel

Amy Sutton is a Tax Partner in the Passthroughs Group in the Washington National Tax Office of Deloitte Tax LLP and works in the Houston office. She specializes in partnership taxation with an emphasis on publicly traded partnerships and the use of partnerships in mergers and acquisitions.

Amy is a Certified Public Accountant and is licensed in the states of California and Texas. She is co-author of the on-line treatise, Federal Income Taxation of Passive Activities, published by Warren, Gorham & Lamont, and of the Bureau of National Affairs (BNA) portfolio, Publicly Traded Partnerships.

Amy received her Bachelor of Arts degree, magna cum laude, in Economics and Managerial Studies from Rice University. She continued at Rice University and received a Master’s degree in Business Administration, with concentrations in Accounting and Finance, from Rice University’s Jones Graduate School of Business. She received a Master’s degree in Taxation from Golden Gate University.

Bahar Schippel is a Partner with the law firm of Snell & Wilmer L.L.P. in Phoenix, Arizona.  She specializes in tax planning for mergers and acquisitions, joint ventures and real estate transactions, drafting LLC and partnership agreements, tax planning in connection with fund formation and operations, structuring tax-efficient debt workouts, designing service provider equity compensation for LLCs and partnerships and representing taxpayers before the Internal Revenue Service. Bahar served on the Council of the ABA Tax Section and is a Past Vice Chair (Pro Bono and Outreach) thereof. Bahar is a Past Chair of the ABA Tax Section Partnership Committee. She is currently a member of the ABA's National Conference of Lawyers and CPAs. Bahar is also the Past Chair of the Tax Section of the State Bar of Arizona and is the Past Chair of the Arizona Tax Advisory Commission, which oversees the tax specialization program in Arizona. She is also a Regent of the American College of Tax Counsel, and a member of the Bloomberg BNA Real Estate Advisory Board and the Wolters Kluwer Legal Tax Advisory Board, which all include some of the nation's leading authorities on tax law. Bahar frequently speaks at national and regional tax conferences and contributes articles to top-tier tax publications. Prior to joining Snell & Wilmer, Bahar served as Attorney-Advisor for the United States Tax Court in Washington, DC, and as Teaching Assistant to the Honorable David Laro at Georgetown University Law Center.

Ben Applestein is a principal in the Passthroughs group in the National Tax Office of Deloitte Tax LLP in San Francisco, where his practice focuses on the use of partnerships and limited liability companies in domestic and cross-border mergers and acquisitions, financing transactions, restructurings, and capital markets. 

Prior to joining Deloitte, Ben worked as a Senior Vice President in Tax Advisory at Macquarie Holdings (USA), an Australian investment bank in New York and as a tax associate at Simpson Thacher and Bartlett in New York and Palo Alto, where he worked on a number of notable acquisitions, capital markets offerings, and private equity funds.

Ben has represented a wide array of clients including some of the largest private equity firms in the country.  

Education & Certifications

  • Attorney, licensed to practice in California and New York
  • New York University – LL.M. (Tax)
  • University of California, Hastings College of the Law – J.D.
  • Duke University – A.B.

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.

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.

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.

Dean Shulman is a tax partner in the New York office of Kirkland & Ellis LLP. He represents clients on a wide range of U.S. and international tax matters, including mergers, acquisitions, divestitures, tax-free spin-offs, leveraged buyouts, initial public offerings and the formation of funds. Dean has extensive experience advising on and structuring real estate transactions, including partnership workouts and restructurings, and like-kind exchanges, as well as transactions involving the formation and operation of partnerships, limited liability companies, joint ventures, real estate investment trusts and real estate funds. He also has represented regulated investment companies, publicly traded partnerships and investment partnerships.

Dean received his JD and LLM from New York University School of Law and his AB from Muhlenberg College.

Representative Matters

  • Bristol-Myers Squibb in its pending $90 billion acquisition of Celgene.
  • Danaher Corporation in its $21.4 billion acquisition of the biopharma business of General Electric.
  • GlaxoSmithKline in its $12.7 billion joint venture with Pfizer to combine their consumer health businesses.
  • Special Committee of the Board of Directors of Spectrum Brands in connection with the $10 billion merger of Spectrum Brands and HRG Group.
  • Wyndham Worldwide in its spin-off of its hotel business to create two separate publically-traded hospitality companies.
  • The Blackstone Group in its $4.8 billion acquisition of Aon pic’s technology-enabled benefits and HR platform.
  • Mead Johnson Nutrition in its $17.9 billion sale of Reckitt Benckiser Group pic.
  • Micro Focus International pic in its pending $8.8 billion “Reverse Morris Trust” acquisition of Hewlett Packard Enterprise Company’s software business.
  • Nexstar Broadcasting Group in connection with its $4.6 billion acquisition of Media General.
  • Baxalta Incorporated in its $32 billion merger with Shire pic.
  • Corning Inc. in connection with the exchange of its 50% ownership interest in Dow Corning Corp.
  • Blackstone Group in its $820 million investment in NCR Corporation.
  • Molson Coors Brewing Co. in its $12 billion acquisition of SABMiller pic’s interest in MillerCoors joint venture.
  • KKR in its acquisition, along with Anchor Equity Partners and Ticket Monster management, of a controlling interest in Ticket Monster from Groupon.

Baxter International Inc. in the tax-free spin-off of Baxalta Inc.

Eric Sloan is a partner in the New York and Washington D.C. offices of Gibson, Dunn & Crutcher and a member of the Firm’s Tax Practice Group.  With nearly 30 years of broad transactional and structuring experience, Mr. Sloan is a recognized expert in partnership taxation, private equity, and "UP-C" IPOs.  

Mr. Sloan is a Fellow of the American College of Tax Counsel.  He currently serves Vice Chair, Government Relations, of the American Bar Association Section of Taxation and is a past Chair of the tax section’s Committee on Partnerships and LLCs.  He is also a member of the Executive Committee of the New York State Bar Association Tax Section and a past Co-Chair of that tax section’s Committee on Partnerships. 

He is also Conference Co-Chair of Practising Law Institute's Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances conference, and serves on planning committees for The University of Chicago Federal Tax Conference, the NYU Institute on Tax Institute, USC’s Gould School of Law’s Tax Institute, the Texas Federal Tax Institute, and Bloomberg BNA's Pass-Through Entities Advisory Board.  In addition, for more than a decade he was an adjunct professor at Georgetown University Law Center, and he has been a guest lecturer at the Wharton School of the University of Pennsylvania and Harvard Law School.  

Mr. Sloan received his Juris Doctor from the University of Chicago and his LL.M. with distinction in taxation from Georgetown University Law Center. 

Glenn is a partner at Holthouse, Carlin, Van Trigt (HCVT) in Orange County, CA.  From 2015-2017, Glenn served as special counsel to the IRS Associate Chief Counsel - Pass-thrus and Special Industries.  He was previously a partner at Arthur Andersen from 1993-2002 and at Ernst and Young from 2002-2014, and a managing director at Grant Thornton from 2017-2019.  Glenn has also taught partnership tax at The Georgetown University Law Center, the Villanova School of Law, the University of Southern California and Golden Gate University.    Glenn obtained his bachelor of Business Administration from Temple University in 1978 and a JD from Temple University School of Law in 1981.  He has practiced in Dallas, Los Angeles and Washington DC, and is a member of the Texas State Bar and a CPA in Washington DC. 

Jim Lowy retired as a principal in the Joint Ventures and Partnership Tax Consulting Group of the National Tax Department of Ernst & Young LLP. He currently works as a part time consultant for Ernst & Young, and is an adjunct professor, teaching partnership taxation, at the UC Davis School of Law and the University of San Francisco School of Law (LL.M. program). Jim’s practice has involved advising businesses regarding the strategic use of partnerships in real estate opportunity funds, private equity funds, hedge funds, real estate ventures, operating joint ventures and miscellaneous business transactions. He also has advised real estate investment trusts and other significant real estate owners, including sovereign wealth funds and other foreign investors.

Jim is a former Chair of the Real Estate Committee and is a member of the Partnerships Committee of the ABA Tax Section. He is a frequent speaker and author on a variety of partnership and real estate topics. He is a fellow of the American College of Tax Counsel. Jim is the co-author of Real Estate Investment Trusts, a treatise currently available online as part of CCH’s Intelliconnect Real Estate Commentaries Series, and previously co-authored a regular column on REIT taxation in the Journal of Passthrough Entities.  Jim also authored or co-authored articles that appeared in the Journal of Taxation, Tax Notes, Journal of Partnership Taxation, Journal of Limited Liability Companies, Tax Management Real Estate Journal, the Proceedings of the NYU Tax Institute, and Major Tax Planning (USC Tax Institute Proceedings).

Prior to joining EY in 1997, Jim practiced law for 20 years as a partner in Sheppard, Mullin, Richter & Hampton LLP and Pettit & Martin. He received a B.S. from the Wharton School of the University of Pennsylvania and a joint J.D.-M.B.A. from UCLA.

Julie Divola leads Pillsbury’s San Francisco Tax practice.  Her practice focuses on tax planning for business and financial transactions, including domestic and cross-border mergers, acquisitions, joint ventures and restructurings.  

Julie is active in the ABA Section of Taxation where she serves on numerous committees and has served as Vice Chair (Publications) and Chair of the Corporate Tax Committee.   She serves as a Fellow and Regent for the American College of Tax Counsel and as a Trustee of the American Tax Policy Institute.

Julie is a member of the advisory board of the New York University Institute of Federal Taxation, a member of the Bloomberg BNA Corporate Taxation Advisory Board, and a member of the editorial board of the Practical Tax Lawyer.  Julie has taught Corporate Tax as a Lecturer at the U.C. Berkeley School of Law and as a Visiting Professor at the U.C. Davis School of Law. 

Julie is recognized as a leading tax lawyer in a variety of industry publications including Chambers USA, Who’s Who Legal, The Legal 500, Best Lawyers in America, and Euromoney.

Julie also serves as Secretary and Trustee for the van Löben Sels/Rembe Rock Foundation, a private foundation that promotes social justice causes through legal services and advocacy.

Lewis R. Steinberg is Managing Director Mergers and Acquisitions and Head of Structured Solutions in the Global Corporate and Investment Bank of BofA Securities.  Lew joined BofA in May 2015.  Lew focuses on tax, legal and accounting structuring with respect to mergers and acquisitions and selected capital markets transactions.

Prior to May 2015, Lew was Managing Director Mergers and Acquisitions and Head of Strategic Advisory in the Investment Banking Department of Credit Suisse (USA) LLC, which he joined in July 2010.  Prior to Credit Suisse, Lew was Managing Director and Global Head of the Strategic Solutions Group in the Investment Banking Department at UBS Securities LLC.

Until December 2004, Lew was a partner and co-head of the tax department with the New York law firm of Cravath, Swaine & Moore LLP, where he specialized in corporate, partnership and international tax, focusing on mergers and acquisitions, financial products and corporate finance transactions. Lew joined Cravath as an associate in 1984 and was elected partner in 1991.

Lew received his A.B. from Amherst College (Phi Beta Kappa), his J.D. (with honors) from the New York University School of Law, and his LL.M. in Tax, also from NYU. Lew is an Adjunct Professor at NYU, where he has taught since 1993. He is a former Chair of the New York State Bar Association Tax Section and a former co-Chair of the Taxation Committee of the International Bar Association. Lew is a Life Trustee of the NYU School of Law and a Board Chair of the Lar Lubovitch Dance Company.  Lew is also a Member of the Board of LEAP.

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

MICHAEL J. DESMOND is the 48th Chief Counsel of the Internal Revenue Service, where he oversees a staff of more than 2,000 employees, including approximately 1,500 attorneys.  Mr. Desmond began serving as Chief Counsel on March 4, 2019, following his confirmation by the U.S. Senate on February 27, 2019.  As Chief Counsel, he is also an Assistant General Counsel in the Department of the Treasury.  After serving as a law clerk for the Hon. Ronald S.W. Lew in the federal district court in Los Angeles, Mr. Desmond began his legal career with the Attorney General’s Honors Program at the Tax Division of the U.S. Department of Justice.  After serving in the Tax Division, he joined McKee Nelson, LLP, where he was elected partner in 2004.  In early 2005, Mr. Desmond joined the Office of Tax Policy at the Department of the Treasury, where he served as Tax Legislative Counsel through 2008.  Following his tenure at the Treasury Department, he spent several years as a partner at Bingham McCutchen LLP in Washington, D.C. and Los Angeles, California.  In January 2012, Mr. Desmond started his own boutique tax firm in Santa Barbara, California, where he practiced until his nomination as Chief Counsel in 2018.  Mr. Desmond has held several offices with the Section of Taxation of the American Bar Association and served as a Regent for the American College of Tax Counsel.  He also served as an adjunct professor at Georgetown University School of Law.  Mr. Desmond was born in Santa Monica, California and is a graduate of the University of California, Santa Barbara and the Catholic University of America Columbus School of Law.

Mr. Oosterhuis is a senior international tax practitioner with Skadden, Arps, Slate, Meagher & Flom, where he is Of Counsel.  Mr. Oosterhuis has had over 30 years of experience in international acquisition and disposition transactions and tax planning for U.S. and foreign-based multinational corporations.  He also represents clients on controversy matters with the Internal Revenue Service, including intercompany pricing matters.

He received his B.A. from Brown University and his J.D. Degree from Harvard Law School.  After law school he became a Legislation Attorney for the Joint Committee on Taxation, U.S. Congress, and later served as the Committee's Legislation Counsel.  He has served as an Adjunct Professor at Georgetown University Law Center, where he taught International Taxation in the Master of Taxation graduate law program.

He has lectured at various professional seminars and institutes, has written on a variety of tax planning and tax policy matters, and has testified before Congressional tax writing committees on tax policy issues.


Mr. Rocap is a partner in Tax Group of Kirkland & Ellis LLP, located in the Chicago office. His practice focuses primarily on the tax aspects of business transactions, with particular focus on structuring mergers and acquisitions, leveraged buyouts, recapitalizations, venture capital and mezzanine investments, and private equity fund formations.  He is a lecturer at the University of Chicago Law School and is a coauthor of Mergers, Acquisitions, and Buyouts, by Martin D. Ginsburg, Jack S. Levin and Donald E. Rocap, and a coauthor of Structuring Venture Capital, Private Equity, and Entrepreneurial Transactions, by Jack S. Levin and Donald E. Rocap.  He has been selected as one of America’s Leading Lawyers for Business in Tax by Chambers USA every year since 2004 and as one of The World’s Leading Lawyers for Business in Tax by Chambers Global each year since 2002.  Mr. Rocap received his undergraduate degree from Duke University and his J.D. from the University of Virginia Law School, where he was a member of the Order of the Coif.  Prior to joining Kirkland & Ellis, he was with the U.S. Treasury Department’s Office of Tax Policy, serving as Deputy Tax Legislative Counsel (Regulatory Affairs).

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

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

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

Philippe Benedict is a partner at Schulte Roth & Zabel, where he focuses his practice on the tax aspects of investment funds, mergers and acquisitions, international transactions, real estate transactions and financial instruments. He has advised on many major transactions involving sales or spinoffs of investment fund managers.

Chambers USA, The Legal 500 US, New York Super Lawyers and the Tax Directors Handbook have recognized Philippe as a leading lawyer. He is a co-author of Hedge Funds: Formation, Operation and Regulation (ALM Law Journal Press) and was interviewed on the outcome of the Bipartisan Budget Act of 2015 in the Hedge Fund Legal & Compliance Digest’s article “Impact of New Partnership Tax Audit Rules on Hedge Funds: An Interview with Schulte Tax Partner Philippe Benedict.” Philippe also speaks at prominent industry events, including PLI’s Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2017 conferences in New York, Chicago and San Francisco and Goldman Sachs’ 15th Annual Hedge Fund Seminar. He has also presented on topics including FATCA, customized solutions for investors and management company structuring and operations.

Philippe earned his LL.M. in taxation and his J.D. from New York University School of Law. While pursuing his J.D., he was the recipient of a Gruss Fellowship and served on the staff of the Journal of International Law and Politics. He obtained his B.S., summa cum laude, from Adelphi University.

Phillip Gall is a Principal in the Partnership Transaction Planning & Economics Group in Ernst & Young LLP’s National Tax Department and is located in New York. He focuses on the taxation of partnerships, joint ventures, and limited liability companies. Phillip has significant experience in the formation, operation, and unwinding of these types of entities for large multinationals and for investment funds in both the international and domestic context.  Phillip is an Adjunct Professor at New York University School of Law, where he has taught partnership tax courses for a number of years, and is a member of the Executive Committee of the New York State Bar Association Tax Section. Phillip has a B.S.B.A., summa cum laude, from Washington University and a J.D., cum laude, and LL.M. (Tax) from New York University School of Law.

Stephen was most recently a partner and the global head of tax at TPG Global in San Francisco, CA.

Prior to joining TPG in February, 2018, Stephen was a partner of Munger, Tolles & Olson LLP in Los Angeles, concentrating on the structuring and taxation aspects of complex business transactions, including mergers and acquisitions, joint ventures, private equity transactions, workouts and restructurings, and innovative financings. 

Mr. Rose has been selected for inclusion in Chambers USA, and is a fellow of the American College of Tax Counsel.  He received a B.A. from the University of California at San Diego, an M.B.A. from the University of California at Berkeley, a J.D. from the University of California, Hastings College of the Law and an LL.M. in taxation from New York University School of Law, where he served as a graduate editor of the Tax Law Review and was the recipient of a Tax Law Review merit scholarship. 

Stephen has also served for many years as an adjunct law professor at both the UCLA School of Law and the USC School of Law, teaching advanced corporate and partnership taxation courses.  He is a frequent lecturer at national conferences, including the NYU Tax Institute, the Tax Executives Institute, the USC Tax Institute, and Practising Law Institute programs, and has written many articles on a variety of taxation subjects.  Currently, Mr. Rose is on the Executive Planning Committees for both the NYU Tax Institute and the USC Tax Institute (Chair), and serves as co-chair for the Practising Law Institute Partnership Tax program.

In addition to his professional activities, Mr. Rose has been a longtime trustee of the Curtis School in Los Angeles, where he was Board Chair from 2012 to 2017.

Stephen L. Gordon is a partner at Cravath and serves as the Head of the Tax Department.  He advises clients on the tax aspects of mergers and acquisitions and other major transactions, including taxable and tax-free acquisitions and dispositions, spin-offs, international restructurings and corporate joint ventures.  Mr. Gordon also works with clients on issues related to corporate finance and domestic and international taxation.

Mr. Gordon’s recent transactions include representing:

  • AB InBev in its $107 billion acquisition of SABMiller and $12 billion agreement with Molson Coors;
  • Shire in its pending $32 billion combination with Baxalta;
  • Honeywell in its $90 billion proposal to acquire United Technologies;
  • Cigna in its pending $54.2 billion merger with Anthem;
  • Mylan in its pending $9.9 billion offer for Meda, its 2015 proposal to acquire Perrigo in a transaction valued at approximately $35 billion and its 2015 $5.6 billion inversion acquisition of Abbott Laboratories’ non-U.S. developed markets specialty and branded generics business;
  • Cameron International in its pending $15 billion sale to Schlumberger and in the creation of the OneSubsea joint venture with Schlumberger;
  • White Mountains in its $2.2 billion sale of its Sirius reinsurance business to CMI;
  • Ashland in its pending separation of its Valvoline business;
  • H.J. Heinz and 3G Capital in Heinz’s $60 billion merger with Kraft Foods Group to form The Kraft Heinz Company; and
  • Casa Cuervo in an asset swap with Diageo in which Casa Cuervo acquired The Old Bushmills Distillery, including the Bushmills Irish Whiskey brand, and Diageo acquired full ownership and control of Don Julio Tequila plus cash in the amount of $408 million.


Mr. Gordon has been repeatedly cited as one of the country’s leading tax practitioners by, among others, Chambers USA: America’s Leading Lawyers for Business from 2007 through 2015; Chambers Global: The World’s Leading Lawyers for Business from 2008 through 2015; The Legal 500 from 2007 through 2015; The Best Lawyers in America from 2007 through 2016; and Who’s Who Legal: Corporate Tax from 2007 through 2014.  In addition, Cravath’s tax practice received the publication’s highest ranking for its ability to handle “any matter thrown at them with poise and flair.”  In 2012, Mr. Gordon was chosen by corporate counsel as one of the BTI Client Service All-Stars for his exceptional commitment to understanding his clients’ legal and business objectives, recognizing client goals and providing innovative and effective solutions tailored specifically to the client’s desired outcome. 

Mr. Gordon was born in Syracuse, New York.  He received an A.B. cum laude from Cornell University in 1978 and a J.D. cum laude from Harvard Law School in 1981, where he was an Editor of the Harvard Law Review.  He joined Cravath in 1981 and became a partner in 1987.  Mr. Gordon has served as the Firm’s Hiring Partner and Managing Partner of Administration.

Mr. Gordon is a frequent speaker at national and international tax conferences, including those sponsored by PLI, ALI-ABA, the Tax Executives Institute and the International Fiscal Association, and is a member of the Tax Forum and the tax sections of the New York State Bar Association and the American Bar Association.

Based in Washington, D.C., Blake practices federal taxation, with emphasis on matters relating to partnership and real estate taxation. His practice includes planning, policy and controversy matters. He has extensive experience structuring large partnership and real estate transactions.

Blake is listed in The Best Lawyers in America and in Super Lawyers in both the tax and real estate categories. Chambers USA described him as “a masterful attorney whose expertise in partnerships and real estate is unparalleled;” “phenomenal for partnership tax issues;” “one of the best at tax structuring;” and “an absolutely sterling individual.” Legal 500 “highly recommends” him as an “industry leader” for both partnership and real estate matters; PLC Which Lawyer? recommends him as “highly regarded;” and Washingtonian Magazine named him as one of the top lawyers in Washington, D.C. He is also listed in Who’s Who in America and in Who’s Who in American Law.  He has been rated AV Preeminent by Martindale-Hubbell every year since 1997. He is the author of more than 180 professional articles, is a frequent lecturer on tax topics at conferences across the country, and has testified at the invitation of the U.S. House of Representatives Committee on Ways and Means as an expert on tax issues.

Blake has been active in both the District of Columbia Bar and the American Bar Association. He served as Chair of the 1,600 member District of Columbia Bar Section of Taxation, and twice served as Chair of its Passthroughs and Real Estate Committee. He served as Chair of the American Bar Association Section of Taxation Real Estate Committee. He serves as Partnership and Real Estate Chair for New York University’s Annual Institute on Federal Taxation, and also serves as Chair of three other annual national tax conferences. He served as Vice Chair of the Tax Policy Advisory Committee of the Real Estate Roundtable, and is a member of the National Association of Real Estate Investment Trusts.

Prior to joining EY in 2016, Blake was Global Vice-Chair of the U.S. & International Tax Group at McDermott Will & Emery and also Head of its Washington Tax Practice. Prior to that, Blake was Chair of the Tax Practice at Arnold & Porter. From 1984 through 1987, Blake served with the Office of Tax Legislative Counsel, U.S. Department of Treasury. He was deeply involved in the development of the Tax Reform Act of 1986 provisions and administrative guidance affecting partnerships and real estate. Before joining the Treasury Department, Blake practiced in Philadelphia and was an Adjunct Professor in Villanova University’s Master of Laws in Taxation program, where he taught courses on tax planning for real estate transactions.


J.D., cum laude, Order of the Coif, University of Pennsylvania School of Law

M.B.A., with distinction, Beta Gamma Sigma and Beta Alpha Psi, Wharton School of the University of Pennsylvania

B.A., Haverford College

Stuart Rosow is a partner in Proskauer’s Tax Department and a leader of the transactional tax team. He concentrates on the taxation of complex business and investment transactions. His practice includes representation of publicly traded and privately held corporations, financial institutions, operating international and domestic joint ventures, and investment partnerships, health care providers, charities and other tax-exempt entities and individuals.

For corporations, Stuart has been involved in both taxable and tax-free mergers and acquisitions. His contributions to the projects include not only structuring the overall transaction to ensure the parties' desired tax results, but also planning for the operation of the business before and after the transaction to maximize the tax savings available. For financial institutions, Stuart has participated in structuring and negotiating loans and equity investments in a wide variety of domestic and international businesses. Often organized as joint ventures, these transactions offer tax opportunities and present pitfalls involving issues related to the nature of the financing, the use of derivations and cross-border complications. In addition, he has advised clients on real estate financing vehicles, including REITs and REMICs, and other structured finance products, including conduits and securitizations.

Stuart's work on joint ventures and partnerships has involved the structuring and negotiating of a wide range of transactions, including deals in the health care field involving both taxable and tax-exempt entities and business combinations between U.S. and foreign companies. He has also advised financial institutions and buyout funds on a variety of investments in partnerships, including operating businesses, as well as office buildings and other real estate. In addition, Stuart has represented large partnerships, including publicly traded entities, on a variety of income tax matters, including insuring retention of tax status as a partnership; structuring public offerings; and the tax aspects of mergers and acquisitions among partnership entities.

Also actively involved in the health care field, Stuart has structured mergers, acquisitions and joint ventures for business corporations, including publicly traded hospital corporations, as well as tax-exempt entities. This work has led to further involvement with tax-exempt entities, both publicly supported entities and private foundations. A significant portion of the representation of these entities has involved representation before the Internal Revenue Service on tax audits and requests for private letter rulings and technical advice.

Stuart also provides regular advice to corporations, a number of families and individuals. This advice consists of helping to structure private tax-advantaged investments; tax planning; and representation before the Internal Revenue Service and local tax authorities on tax examinations.


Todd Golub is a principal in the Partnership Transactional Planning & Economics Group of Ernst & Young LLP’s National Tax Department, based in Chicago, Illinois.  Todd advises clients on a wide range of partnership transactions, both domestic and international with a particular emphasis on private equity transactions, fund formation, applying partnership techniques in large corporate acquisitions, strategic alliances, international joint ventures and restructurings.  He also regularly advises partners on the tax aspects of fund investments (PE, real estate, and others). 

Todd is also a lecturer at the University of Chicago Law School where he teaches a course on partnership taxation.

He is a member of the American Bar Association’s Section of Taxation and is a former Chair of the Committee on Partnerships and LLCs.   

Todd received his B.S. and J.D. from Indiana University and his LL.M (Taxation) from the New York University School of Law.

Benjamin H. Rippeon is a partner in Gibson, Dunn & Crutcher's Washington, DC office.  He is a member of the firm's Tax Department, with an emphasis on domestic and international corporate, partnership and REIT tax matters.  Mr. Rippeon's practice focuses on international and domestic taxation of corporations, partnerships (including private equity funds), limited liability companies, REITs and their debt and equity investors.  He has extensive experience in tax planning for corporate and real estate acquisitions, dispositions and reorganizations, as well as advising on executive compensation arrangements.  In addition, he has represented numerous private REITs (including taxable REIT subsidiaries) in their formation and acquisitions and disposition of real estate assets.  Mr. Rippeon has successfully assisted clients in resolving tax controversies with the Internal Revenue Service and drafting and submitting private letter ruling requests.  He also provides advice to a number of tax-exempt charitable organizations.

Mr. Rippeon is admitted to practice before the United States Tax Court, the District of Columbia Court of Appeals and the Court of Appeals of Maryland.  Mr. Rippeon received a Bachelor of Science with special attainments in commerce from Washington and Lee University in 1997 and graduated cum laude from Georgetown University Law Center 2000, where he was a member of the Tax Lawyer. 


Beverly is a Director in KPMG LLP’s Washington National Tax Passthroughs practice. She is a Vice-Chair of the Partnerships and LLCs Committee of the ABA Section of Taxation. Her practice focuses on transactional tax planning, including partnership acquisitions, dispositions and restructurings. 

Prior to joining KPMG, she was with the Internal Revenue Service’s Office of Chief Counsel for 15 years.  Most recently, Bev spent six years as Special Counsel to the Associate Chief Counsel (Passthroughs & Special Industries). While at the IRS, she worked extensively on regulations and other guidance regarding partnership tax issues. Prior to joining the Office of Chief Counsel, Bev worked at the Department of Justice, Tax Division, litigating tax matters across the country.

Ms. Katz holds a J.D. cum laude from University of Miami, School of Law and B.A. magna cum laude, from University of Florida, School of Accountancy.


Bill has over 40 years of transactional tax experience and has been involved in all aspects of partnership and corporate tax planning, particularly involving the formation and devolution of joint ventures, real estate, and family wealth planning.  

Bill is a frequent lecturer in the field of taxation and has lectured at programs and institutes sponsored by Practicing Law Institute, The University of Southern California, New York University, University of Chicago, American Law Institute-American Bar Association, Southern Federal, and other organizations. 

Bill has been Chairman of the American Bar Association Tax Section’s Real Estate Tax Problems Committee, and the California Continuing Education of the Bar’s Tax Law Advisory Committee.  Bill serves on Advisory Committees for the Practicing Law Institute and BNA Tax Management, and is a member of the American College of Tax Counsel. 

Bill holds a B.A. degree from The University of California at Berkeley, and a J.D. from the University of California, Hastings College of Law, where Bill was an Editor of the Law Review and was graduated Order of the Coif.

Chris Kelley is currently serving as the Acting Deputy Associate Chief Counsel (Passthroughs and Special Industries).  He was previously Special Counsel to the Associate Chief Counsel, Passthroughs and Special Industries, where he worked on partnership, energy, and excise tax issues.  He was also an attorney-advisor in the Tax Legislative Counsel Office in Treasury’s Office of Tax Policy, where he handled energy and excise tax matters.  Chris has also worked for the Washington National Tax Office of KPMG.  Chris received his undergraduate and law degrees from the University of Illinois and a Master of Laws in Taxation from Georgetown University.

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.

Howard E. Abrams is the William K. Jacobs, Jr., Visiting Professor at Harvard Law School. Immediately prior to rejoining the Harvard faculty in 2017, he was Warren Distinguished Professor and Director of Tax Programs at the University of San Diego School of Law. Professor Abrams is a partnership and corporate tax specialist, receiving his B.A. from the University of California (Irvine) and his J.D. from Harvard University. He has written four books, the BNA Tax Management Portfolios on Disregarded Entities and on Partnership Options, and more than fifty articles on taxation. Professor Abrams taught at Emory University from 1983 until 2013, spent the 1999-2000 academic year with the national office of Deloitte Tax as the Director of Real Estate Tax Knowledge, and from January of 2003 through August of 2004 was of counsel to Steptoe & Johnson in Washington, DC. He teaches regularly at Leiden University in the Netherlands and is a member of the American Law Institute and the California (inactive) and DC Bars. Prior to joining the Emory faculty, Professor Abrams was a law clerk to Chief Judge Theodore Tannenwald, Jr., of the United States Tax Court and practiced in Los Angeles with the firm of Brobeck, Phleger & Harrison. Professor Abrams has taught as a Visiting Professor at Cornell, Berkeley, Yale, and Harvard. 

Jim is a partner in the Passthroughs Group for KPMG’s Washington National Tax practice where he is a primary contact for KPMG’s alternative investment practice.  In this role, Jim regularly advises bulge bracket private equity and hedge funds on both fund structuring considerations as well as portfolio company acquisitions and dispositions.  Jim is also a member of KPMG’s Complex Transactions Group.  As a member of this group, Jim regularly advises on KPMG’s largest transactions.  Jim also has extensive experience in real estate, debt restructurings, and energy. 

Jim has served as an adjunct instructor and/or guest lecturer at Golden Gate and Cal Poly Universities.  He has also served as a member of the AICPAs Partnership Technical Resource Panel and as a project leader for the American Bar Association. 

Jim is a frequent lecturer on partnership tax matters.


John Hart is a tax partner in the New York office of Simpson Thacher & Bartlett LLP. Mr. Hart advises on a wide variety of tax matters, including formation of private investment funds; REITs and real estate transactions; and IPOs. 

Mr. Hart is a member of the Executive Committee of the NYS Bar Association Tax Section and co-chairs the Section’s Investment Funds Committee. He is an adjunct professor at the NYU School of Law, where he teaches partnership tax.  He is a fellow of the American College of Tax Counsel, a member and past president of the New York City Tax Club and a member and past chair of the Private Investment Fund Tax Forum. A regular speaker on partnership tax matters, he has presented at conferences sponsored by the NYS Bar Association, the NYU Real Estate Institute, the International Tax Institute, the International Bar Association, the Yale School of Management and other groups. Mr. Hart has been named one of the leading tax lawyers in the United States in Chambers USA: America’s Leading Lawyers for Business 2017.

Mr. Hart received his J.D., cum laude, from Harvard Law School in 1979. He received his A.B. with High Distinction and Highest Honors in English Literature in 1976 from the University of Michigan, where he was elected to Phi Beta Kappa.


Kevin Richards is a member of the Passthrough Transactions Group of Ernst & Young’s National Tax Department and is resident in the Houston, Texas office.

Prior to joining Ernst & Young, Kevin practiced law at Weil, Gotshal & Manges.

Kevin received his (i) B.S. in Finance from the University of Utah College of Business, (ii) J.D. from University of Utah College of Law, and (iii) L.L.M. in Taxation from the University of Houston Law Center.


Todd Gluth is a partner at Cooley LLP.  He advises clients on structuring and tax aspects of complex domestic and cross-border business transactions, including mergers and acquisitions, joint ventures, public and private offerings of securities, debt and equity restructurings, real estate transactions, executive compensation, the organization and operation of investment funds, and investments by tax-exempt and non-U.S. investors. He also represents clients in connection with federal and state tax controversies, voluntary disclosures, private letter rulings, and commercial litigation involving tax matters.

Todd Keator represents clients in transactional tax matters including corporation, partnership, and LLC formation and operation; real estate transactions; tax-deferred 1031 exchanges; federal and state tax planning and advice; acquisitions and divestitures; private equity transactions; MLP transactions; oil and gas tax; and FIRPTA tax. Todd provides clients with transactional planning and advice, document preparation, and preparation of tax opinions on federal and state tax implications of business transactions.

Ryan’s practice focuses on the tax aspects of domestic and international business transactions, primarily within the energy sector. He has extensive experience with the taxation of publicly traded partnerships, master limited partnerships (MLPs), private equity transactions and structures, mergers and acquisitions, reorganizations, and capital markets transactions.