Skip to main content

Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2017


Speaker(s): Andrew J. Dubroff, Anne O. Devereaux, Anthony G. Provenzano, Audrey Nacamuli Charling, Blake D. Rubin, Brett York, Brian W. Reed, Bryan C. Skarlatos, C. Ellen MacNeil, Clifford M. Warren, Craig J. Gibian, David H. Schnabel, David J. Shipley, David L. Forst, David W. Zimmerman, Dean S. Shulman, Deborah L. Paul, Donald E. Rocap, Eric B. Sloan, Eric Solomon, Erika W. Nijenhuis, Gerald B. Fleming, Gordon E. Warnke, Hal Hicks, Helen M. Hubbard, Jasper L. Cummings, Jr., Julie T. Wang, Karen Gilbreath Sowell, Kathleen L. Ferrell, Kenneth A. Raskin, Kimberly S. Blanchard, Krishna P. Vallabhaneni, Lewis R. Steinberg, Linda E. Carlisle, Linda Z. Swartz, Louis S. Freeman, Marc A. Countryman, Marie C. Milnes-Vasquez, Mark A. Schneider, Mark J. Silverman, Michael J. Desmond, Michael L. Schler, Nicholas J. DeNovio, Peter C. Canellos, Peter L. Faber, Philip B. Wright, R. David Wheat, Richard L. Reinhold, Richard M. Nugent, Robert H. Wellen, Robert J. Neis, Scott M. Levine, Stuart J. Goldring, Stuart L. Rosow, Thomas A. Humphreys, Thomas D. Moffitt, Thomas F. Wessel, William D. Alexander, William G. Cavanagh, William S. Dixon, William W. Burhop
Recorded on: Oct. 18, 2017
PLI Program #: 186545

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.


Robert Neis is the Benefits Tax Counsel in the Office of Tax Policy at the U.S. Treasury Department.  The Benefits Tax Counsel is responsible for developing and reviewing policy, legislation, regulations, and revenue rulings dealing with all aspects of employee benefits taxation and related matters.  Mr. Neis joined the Treasury Department in June of 2012 and works on a variety of employee benefits issues, including qualified retirement plans, health care, executive compensation, employment taxes, and fringe benefits.

Before joining the Treasury Department, Mr. Neis was a partner in the tax group at the Sutherland law firm.  His practice focused primarily on executive compensation, qualified plans, welfare plans, and fringe benefits.

Mr. Neis received his J.D. from Cornell Law School, where he was the editor-in-chief of the Cornell Law Review, and his B.A from Middlebury College.  He was also law clerk for the Honorable Elbert P. Tuttle on the Eleventh Circuit Court of Appeals.


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.


Anne O’Connell Devereaux has served as Deputy Associate Chief Counsel (Field Service & Litigation) (International), for the IRS Office of Chief Counsel in Washington, DC, since 2013.  Her responsibilities include overseeing ACCI’s litigation program, ensuring ACCI’s continued support of field counsel and the IRS examination functions, as well as supervising the issuance of legal memoranda and rulings.  Since the enactment of significant tax legislation in December of 2017, she has also been involved in developing published guidance in support of the new law. 

Prior to her position in ACCI’s front office, Anne was the Senior Technical Reviewer in Branch 3 (the foreign tax credit branch) of ACCI.  Before joining ACCI in 1998, Ms. Devereaux served as Editor for Tax Notes International, as an associate at the law firm of Muldoon, Murphy & Faucette, and as Attorney-Advisor to the Honorable Herbert Chabot at the U.S. Tax Court.  Ms. Devereaux received her Bachelor’s degree from the College of William and Mary, her J.D. from the Columbus School of Law, Catholic University of America, and her LL.M. in Taxation from the Georgetown University Law Center.


Anthony Provenzano’s practice focuses on the tax, ERISA, securities, and other laws impacting executive compensation and employee benefits, as well as the employment tax and reporting issues that may arise with respect to such arrangements.  He routinely advises clients on the various rules regarding non-qualified equity compensation and tax-qualified arrangements, and the surrounding employment tax and deduction issues.  In addition, Mr. Provenzano’s practice includes controversy matters involving the Internal Revenue Service (IRS), U.S. Department of Labor, and Pension Benefit Guaranty Corporation (PBGC) exams and disputes.

Mr. Provenzano’s extensive experience in executive compensation and employee benefit matters allows him to advise clients on the broader legal implications of an arrangement and how various benefit regimes could interact.  For instance, when drafting a new equity or deferred compensation program, he can advise how the benefits under the new program will interact with the employer’s tax-qualified 401(k) and pension arrangements, the various employment tax pitfalls that may arise, and whether the benefits under the new arrangement will need to be described in the employer’s proxy statement.  His experience in handling controversy matters, involving split dollar arrangements, deferred compensation programs, mispriced stock options, and qualified plans, can also help a client understand how plan language may be viewed by a government examiner or a participant asserting a claim. Clients quoted by Chambers have described Mr. Provenzano as "very thorough and very knowledgeable of the tax code."

Mr. Provenzano is frequently asked to speak on matters regarding executive compensation, including deferred compensation and the attendant payroll tax and reporting obligations with respect to such arrangements, performance-based compensation under Internal Revenue Code Section 162(m), defending against IRS executive compensation and employment tax audits, proxy disclosure of executive perks, and the new IRS guidance regarding correction of failures under a Code Section 409A arrangement. Mr. Provenzano is the former Vice Chair of the firm's Employee Benefits Department.

Rankings and Recognition

  • Chambers USA:Employee Benefits & Executive Compensation (District of Columbia), 2014 - 2015
  • Legal 500: Labor & Employment: Employee Benefits and Executive Compensation, 2013 - 2014

Bar Admissions

  • District of Columbia
  • New York

 Education

  • J.D., American University Washington College of Law, cum laude, 1998
  • B.A., Pennsylvania State University, 1995


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.


Bill Cavanagh, co-chair of the Norton Rose Fulbright US tax group, specializes in corporate, partnership and international tax matters.  He advises a broad array of U.S. and multinational clients on a wide variety of U.S. and cross-border tax issues.  In recent years, he has worked extensively with clients in structuring and negotiating significant domestic and cross-border mergers and acquisitions, spin-offs, project finance transactions, securities offerings, financings and securitized loan transactions.  He has also represented clients in numerous tax controversy disputes with the Internal Revenue Service and with various state and local tax authorities.

Mr. Cavanagh has written extensively on tax issues and is a frequent speaker at  tax conferences and seminars around the country.  He makes  annual presentations to the Practicing Law Institute and has been a featured speaker for a number of years at  the New York University Institute on Federal Taxation and the USC Gould School of Law Tax Institute. He is serving as co-chair of the 2018 NYU Tax Institute and has served as chair of numerous other tax conferences.

Mr. Cavanagh is listed in Chambers, Legal 500, Superlawyers and the Euromoney Guide to the World's Leading Tax Advisors.  He received his law degree from George Washington University and an LL.M. (Taxation) from the New York University School of Law.  Mr. Cavanagh previously served as a law clerk to the Honorable Arthur L. Nims, III, United States Tax Court.  He is a member of the International Bar Association, the American Bar Association and the New York State Bar Association.


Bob Wellen is Associate Chief Counsel (Corporate) of the Internal Revenue Service.

Before joining IRS, Bob practiced tax law for more than 40 years. His practice included planning and negotiating corporate acquisitions, joint ventures, financings, equity offerings and spin-offs and developing corporate structures, representing taxpayers in administrative tax controversies and litigation and advocating policy positions before the Treasury Department and IRS. He also served as an arbitrator in commercial cases involving tax issues, such as tax sharing agreements, and as an expert witness on tax issues.

Bob received his B.A. from Yale College (magna cum laude, Phi Beta Kappa) in 1968, his J.D. from Yale Law School in 1971 and his LLM (Taxation) from Georgetown University Law Center in 1974.

Bob served on active duty in the U.S. Navy Judge Advocate General’s Corps during 1971-1975. Thereafter, he joined Fulbright & Jaworski (now Norton Rose Fulbright) and became a partner in that firm in 1979. He joined Ivins, Phillips & Barker as a partner in 1993. He joined the IRS Office of Chief Counsel in 2015.

He has written numerous articles for tax publications, including the Practising Law Institute proceedings, TAXES, Tax Notes and The Journal of Taxation. He lectures frequently at professional education programs, including programs sponsored by the American Bar Association, the Practising Law Institute, American Law Institute, Tax Executives Institute, Federal Bar Association, District of Columbia Bar, New York State Bar Association, New York University, University of Chicago, Penn State University/Dickinson College of Law, University of California at Los Angeles, University of Miami, William & Mary Law School and the Southern Federal Tax Institute.

He is a member of the American Bar Association Tax Section, in which he served as chair of the Corporate Tax Committee. He is also a fellow of the American College of Tax Counsel and a member of the District of Columbia Bar Tax Section and the Federal Bar Association.


Brian is a Partner in EY’s National Mergers and Acquisition Practice, based in Washington, DC. Brian advises clients on internal restructuring transactions, corporate acquisitions, dispositions, spin-offs, reorganizations, cross-border transactions, and consolidated return issues. Brian has authored articles on transaction tax related topics, including several New York State Bar reports, and is a frequent presenter at EY sponsored conferences, American Bar Association meetings, and Practicing Law Institute seminars.


Craig Gibian is a principal in the Financial Instruments Group of the Washington National Tax Office of Deloitte Tax LLP.  Craig assists Deloitte’s clients in their efforts to evaluate complex financial transactions and utilize financial instruments in a tax-efficient manner.

Prior to joining Deloitte in 2013, Craig was a partner in the DC Office of a New York law firm and has over 20 years of experience in the area of the taxation of financial instruments.  His extensive work in the area covers the taxation of debt and derivatives, including in the context of mergers and acquisitions.

Craig is currently the chair of the Financial Transactions Committee of the Tax Section of the American Bar Association and is the former chair of the Financial Products Committee of the DC Bar Taxation Section.  Craig received his bachelor’s degree from Princeton University and juris doctor from Harvard Law School.


David J. Shipley is a partner with McCarter & English, LLP’s multistate tax practice.  His practice includes representing clients in state tax controversies before administrative boards and courts throughout the country, providing multistate tax advice regarding business operations, assisting clients in structuring their operations in a tax efficient manner and advising clients on the state tax aspects of corporate mergers and acquisitions.  David  provides advice to clients regarding state corporate income, franchise, sales and use, personal income and other taxes. 

David is a frequent speaker on multistate tax topics for many organizations including the Practicing Law Institute, the Council on State Taxation, the New York University Institute on State and Local Taxation, the Georgetown Advanced State and Local Tax Institute, the Institute of Professionals in Taxation, the American Bar Association, the Tax Executives Institute, the New York University Summer Institute in Taxation, the Pharmaceutical Research and Manufacturers of America, the Broadband Tax Institute, the Wall Street Tax Association, the Pennsylvania Bar Institute, the New Jersey Institute for Continuing Legal Education and the New Jersey Society of Certified Public Accountants.

David has written on multistate tax issues for CCH’s Taxes magazine, State Tax Notes and the American Bar Association’s The State and Local Tax Lawyer.  David is a member of the executive committee of the American Bar Association’s State and Local Tax Committee and on the advisory Board for the New York University Institute on State and Local Taxation.  Mr. Shipley received a Bachelor of Arts degree cum laude from the University of Richmond and a Juris Doctor degree from Wake Forest University School of Law.  He is admitted to practice law in Pennsylvania, New York and New Jersey.


David Zimmerman has a sophisticated transactional practice involving a wide range of federal income tax matters relating to mergers and acquisitions, spin-offs, dispositions, corporate reorganizations and financings, with a particular emphasis on corporate tax planning and consolidated return matters. He is regularly engaged as special outside tax counsel for complex corporate transactions, many of which have been recognized for their complexity and scope. Mr. Zimmerman also represents a number of privately held corporations, many of which are very significant in size, and he has an active rulings practice. Mr. Zimmerman also assists clients with audits and negotiating settlements at Appeals.

Mr. Zimmerman was a Graduate Editor of the Tax Law Review at New York University Law School and the Managing Editor of the Texas International Law Journal at the University of Texas Law School.

REPRESENTATIVE ENGAGEMENTS

  • Advised an integrated oil and gas company on exchangeable share acquisition of foreign-based target; spin/merger acquisitive transaction of joint venture interest.
  • Advised a Fortune 50 company on several multi-billion dollar dispositions of business units.
  • Advised a food services company on a multi-billion dollar tax-free spin-off and subsequent merger transaction.
  • Advised an oil and gas exploration company on acquisition of shallow water Gulf properties and associated financings.
  • Currently advising and implementing various internal restructurings/spin-off transactions involving domestic and international operations for several major utility companies.
  • Advised multiple clients on arbitration of disputes arising under tax sharing agreements.
  • Represented a foreign-based financial institution before Appeals on application of tax-free reorganization provisions on separation/combination effected under foreign law.

RANKINGS AND RECOGNITION

Chambers USA: Tax (District of Columbia), 2018
Legal 500: Tax: Non-Contentious, 2015 - 2018
Legal 500: Tax: International Tax, 2013 - 2015

AFFILIATIONS

  • Member, Thomson West Tax Advisory Board
  • Member, American Bar Association
  • Member, Affiliated and Related Corporations Taxation Committee, American Bar Association


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

  • 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 plc’s technology-enabled benefits and HR platform.
  • Mead Johnson Nutrition in its $17.9 billion sale of Reckitt Benckiser Group plc.
  • Micro Focus International plc 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, ending a six-month public takeover battle during which Nexstar jumped Media General’s previously announced transaction with Meredith Corp.
  • Baxalta Incorporated in its $32 billion merger with Shire plc.
  • 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 plc’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.
  • Sprint Nextel Corporation in its acquisition of Clearwire Corporation and its sale of Softbank Corp.


Ellen MacNeil is the Managing Director of Andersen Tax’s National Tax Office.  She is a member of the board of directors of Andersen Global.   She has over 30 years of experience in tax consulting for major U.S. businesses.  Prior to joining Andersen Tax she was a partner with Deloitte and with Arthur Andersen in their National tax practices.

Ellen has served on the Board of directors of The Tax Council.  She has also served as chair of the ABA Taxation Section’s Tax Accounting Committee and chair of the AICPA’s Accounting Committee.  She has chaired the ABA Taxation Section’s Committee on Government Submissions and has also served as a member of the Executive Committee of the AICPA’s Tax Division. 

Ellen has spoken at numerous tax institutes, including PLI’s Annual Symposium on Mergers and Acquisitions, The Tax Council Policy Institute, New York University Federal Tax Institute, Southern Federal Tax Institute, University of Texas Tax Conference, Parker C. Fielder Tax Conference, and at many TEI, and ALI-ABA seminars.  Her articles have appeared in Tax Notes, Journal of Taxation, Taxation for Accountants, Taxation for Lawyers, and Journal of Partnership Taxation.  She has also served as an adjunct professor of law at Georgetown University Law Center.


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.


Erika Nijenhuis is a partner at Cleary Gottlieb Steen & Hamilton LLP in the New York office.  Her practice focuses on U.S. tax issues of financial institutions, financial products, and sovereigns. She regularly advises financial institutions and other domestic and foreign clients on issues relating to capital markets transactions, the development of new financial products, and inbound and outbound business operations.  She has been at the forefront of new developments in tax policy and financial products and is sought after to advise on the most important and complex tax matters. She is a strong advocate for the private sector, and her tax policy recommendations and representations of clients before the Department of the Treasury and the IRS have frequently led to, and shaped, new regulations and legislative changes.

Erika has been repeatedly recognized as a leader in her field.  In 2018 and 2014, she won the “Best in Tax” award at the Americas Women in Business Law Awards of Euromoney Legal Media Group and she was also named New York City Tax Law “Lawyer of the Year” by The Best Lawyers in America in 2017 and 2015.  Erika was formerly (2009) chair of the New York State Bar Association Tax Section.  She is a sought-after speaker at tax conferences and has published many articles on the taxation of financial transactions, many of which are among the leading articles on those topics.

Erika joined the firm in 1990 and became a partner in 1997.  She received an LL.M. in taxation from New York University in 1997, and a J.D. in 1987 and an undergraduate degree from the University of Pennsylvania.


Hal Hicks is the global head of Skadden's international tax practice. He focuses on a wide range of international tax issues for multinational corporations, partnerships and other entities involving both tax planning and tax controversy. Mr. Hicks has broad-based experience, particularly in the areas of international M&A, foreign tax credit, transfer pricing and subpart F.  In addition, he has represented clients in audits, appeals and otherwise before the IRS and the U.S. Department of the Treasury.

Mr. Hicks is a highly recognized and frequent speaker and author.  He is repeatedly included as a leading tax adviser in legal directories including Chambers Global, Chambers USA, Euromoney’s Guide to the World’s Leading Tax Advisers, The Best Lawyers in America, Tax Directors Handbook, The International Who’s Who of Corporate Tax Lawyers, Who’s Who in American Law and The Legal 500. He is a fellow of the American College of Tax Counsel.

Prior to joining Skadden, Mr. Hicks served as the international tax counsel at the U.S. Department of Treasury (2005-2007), and as associate chief counsel (international) in the Office of Chief Counsel at the IRS (2003-2005). He received both the Treasury Honor Award and the Chief Counsel Award for his government service.


Jack Cummings is counsel in the Federal Tax Group of Alston & Bird in Raleigh and Washington, D.C.  He served as IRS associate chief counsel (corporate) and chair of the Corporate Tax Committee of the ABA Section of Taxation.  His books include The American Jobs Creation Act of 2004 (with Robert Hanson), The Supreme Court’s Federal Tax Jurisprudence published by the American Bar Association in 2010, second edition published in 2016, and The Supreme Court, Federal Taxation and the Constitution, published by the American Bar Association in 2013. In addition, he regularly authors a column in Tax Notes ("What Were They Thinking?").

Jack is a graduate of Duke University, summa cum laude, Yale Law School, and the Graduate Tax Program of NYU Law School, where he served as an Acting Assistant Professor.

He has also successfully argued a state tax case in the Supreme Court of the United States, Fulton Corp. v. Justus, 516 U.S. 325 (1996).


Ken Raskin is a partner and Chair of King & Spalding’s Employee Benefits & Executive Compensation Practice and is resident in the New York office. His practice concentrates in executive compensation and employee benefits law. He counsels clients in the creation, structure and communication of tax-qualified retirement plans and welfare benefit plans, assisting clients in maintaining IRS and ERISA compliance and in negotiating the resolution of qualification problems under the IRS’ and DOL’s compliance resolution programs. He also assists clients in establishing and maintaining non-qualified plans of deferred compensation (e.g., “top-hat plans” and “ERISA-excess plans”) and in developing funding mechanisms for these plans such as “rabbi trusts.” He advises plan trustees, bank trust departments and other fiduciaries regarding ERISA and its investment requirements, and fiduciary issues and responsibilities. He provides transactional counsel in mergers and acquisitions regarding financings, takeover defenses and a variety of other transactions.

Mr. Raskin advises both corporate and individual clients on executive compensation issues. He provides counsel in the design and negotiation of executive employment contracts, incentive compensation arrangements, stock option plans, non-compete agreements, severance arrangements and parachute plans. He also counsels investment fund sponsors, investing plans and lenders on the fiduciary and other implications of ERISA’s “plan assets” regulation.

Mr. Raskin is nationally recognized for his expertise by Chambers USA, Best Lawyers in America, PLC Which Lawyer? and the Legal 500.  He is a frequent speaker and author, and he is often quoted in industry publications such as The Deal, Metropolitan Corporate Counsel, BNA Corporate Accountability Report, and Dow Jones International News.


Krishna P. Vallabhaneni serves as the U.S. Department of the Treasury’s Tax Legislative Counsel.  In that capacity he leads the Office of Tax Legislative Counsel in developing regulations and other published guidance implementing the Tax Cuts and Jobs Act and other tax policy priorities.  From November 2015 to November 2018, he served as the Deputy Tax Legislative Counsel overseeing the development of published guidance concerning corporations, financial institutions and products, passthrough entities, and trusts and estates.  Prior to November 2015, he served as the principal corporate tax advisor to the Assistant Secretary for Tax Policy.

Mr. Vallabhaneni was previously a senior manager in the Subchapter C group of Deloitte Tax LLP’s Washington National Tax Office, where he advised corporate clients and their shareholders regarding the federal income tax consequences of a wide array of transactions, including taxable and tax-free mergers and acquisitions, reorganizations, and spin-offs.

Between 2001 and 2005, Mr. Vallabhaneni served as an attorney with the Internal Revenue Service’s Office of Associate Chief Counsel (Corporate).  He earned an LL.M. in Taxation from New York University School of Law, his J.D. from the George Washington University Law School, and a B.A. in Biology from Johns Hopkins University.


Lewis R. Steinberg is Managing Director Mergers and Acquisitions and Head of Structured Solutions in the Global Corporate and Investment Bank of Bank of America Merrill Lynch.  Lew joined BAML 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.


Lou Freeman, an attorney and CPA, is a retired partner of Skadden, Arps, Slate, Meagher & Flom LLP and was a member of the Tax Department in the Chicago office.  He is a graduate of the Harvard Law School and has an LL.M. in Taxation from New York University.

Lou has served on the Board of Advisors of Corporate Taxation magazine.  He has served as Chairman of the Chicago Bar Association Federal Taxation Committee, as a member of the Executive Committee of the New York State Bar Association Tax Section and as Chair of the Corporate Tax Committee of the American Bar Association Tax Section.  He previously served as a member of the Tax Advisory Group of the American Law Institute Subchapter C Project, a Fellow and Regent of the American College of Tax Counsel, a member of the Advisory Board of New York University Institute on Federal Taxation, and a member of the Planning Committee for the University of Chicago Federal Tax Conference.

Lou has written and lectured extensively on tax subjects and served as Chairman for twenty-eight years of the Practising Law Institute seminar on "Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations, and Restructurings."  He also served as Co-Chairman for nineteen years for the Practising Law Institute seminar on "Domestic and Foreign Partnerships, LLC's, Joint Ventures, and Other Strategic Alliances."

Lou has been listed in Who's Who in the World 25th Anniversary Edition, Who's Who Legal:  Illinois, Who's Who in America, International Who's Who of Business Lawyers, Who's Who in American Law, International Who's Who of Corporate Tax Lawyers, Who's Who Legal: USA – Corporate Tax, Chambers Global: The World's Leading Lawyers for Business, Chambers USA:  America's Leading Lawyers for Business, Best Lawyers in America, Global Counsel's Tax Law Handbook, PLC Which Lawyer?, PLC Cross-border Tax on Corporate Transactions Handbook, Tax Directors Handbook, Legal 500,  Euromoney's Guide to the World's Leading Tax Lawyers, Euromoney's Best of the Best USA, and TDH Top 250 Individual Tax Advisers in the World.


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).  She is currently supervising Corporate’s work on guidance under the TCJA.  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 or co-drafted numerous regulations in the consolidated return and subchapter C areas, including the SRLY regulations, the consolidated section 108(b) attribute reduction regulations, and the section 355 predecessor and successor rules. 

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. 


Mr. Schnabel is a partner in Davis Polk’s Tax Department. He advises clients on a full range of transactions, including mergers and acquisitions, spinoffs, financing, PIPEs, partnership and other flow through investments, joint ventures, fund formation and related issues, and inversions. He is Former Chair Tax Section, New York State Bar Association; Former Co-Chair of various committees of the NYSBA Tax Section; Member, Planning Committee, University of Chicago Law School Tax Conference; Fellow, American College of Tax Counsel; and frequent speaker on the tax aspects of M&A and private equity as well as a frequent writer on tax issues, and is the author of numerous New York State Bar Association Reports on tax issues.


Peter L. Faber is a partner in the New York office of the law firm of McDermott, Will & Emery LLP.  He specializes in state and local tax matters, including planning, administrative proceedings, and litigation.

Mr. Faber’s state and local tax practice has included tax planning for corporate acquisitions, divestitures, and restructurings; combined report planning; electronic commerce and nexus issues; cloud computing issues; residence matters; alternative apportionment issues; and a variety of other matters.  He has litigated many cases before state and local administrative agencies and courts and has represented taxpayers at all levels of the administrative controversy and ruling process, including Attorney General investigations and False Claims Act proceedings.  He has also represented companies and industry groups in legislative and regulatory matters.  His clients include Goldman Sachs, Morgan Stanley, MetLife, Aetna, and The New York Times Company.  He is a member of the Firm’s State and Local Tax Practice Group, that includes SALT specialists around the Country and that, among other matters, successfully represented the taxpayers in the landmark Quill, ASARCO, and Woolworth cases before the United States Supreme Court.

Mr. Faber has served as Chairman of the American Bar Association Section of Taxation and is a member of the Section's Committee on State and Local Taxes.  He is a former Chairman of the New York State Bar Association Tax Section.  Mr. Faber has served as a member of the Governor's Council on Fiscal and Economic Priorities and as Chairman of the New York City Partnership’s Committee on Taxation and Public Revenue.  He served on the Board of Directors of the Partnership.

He has served on the New York State Tax Reform Commission, the Governor's Temporary Commission to Review the New York Sales and Use Tax Laws, and the New York State Legislature's Tax Study Commission's Policy Advisory Group.  He currently serves as a member of the Advisory Committees of the New York State Tax Appeals Tribunal, the New York City Tax Appeals Tribunal, the New York State Department of Taxation and Finance, and the New York City Department of Finance. 

Mr. Faber has lectured on state and local taxation at the Georgetown University Institute on State and Local Taxation, the National Institute on State and Local Taxation, the Committee on State Taxation (COST), the Hartman State and Local Tax Forum, the National Tax Association, The NYU Annual Institute on State and Local Taxation, the National Conference of State Tax Judges, the Multistate Tax Commission, and before many other professional groups.  He is a member of the Advisory Committees of the Georgetown and NYU Institutes.  He is the author of many articles on state and local taxation.

Mr. Faber graduated from Swarthmore College with high honors and from Harvard Law School, cum laude.


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.


PRACTICE

Richard L. Reinhold is senior counsel in Willkie’s Tax Department in New York. Mr. Reinhold’s practice includes domestic and international business tax matters relative to mergers and acquisitions, joint ventures, investment funds, corporate restructurings, and financing transactions.

Chambers USA (2016) ranks Mr. Reinhold among the leading individuals practicing Tax Law in New York. He has also been recognized in The Best Lawyers in America, Who's Who Legal, Euromoney Guide to the World’s Leading Tax Lawyers, and New York magazine’s "Best Lawyers in New York."

SELECTED PROFESSIONAL AND BUSINESS ACTIVITIES

Mr. Reinhold is a former Chair of the New York State Bar Association (Tax Section) and has been a member of its Executive Committee since 1985. He is a Fellow of the American College of Tax Counsel, a member of the Board of Advisors of the New York University School of Law International Tax Program, and a member of the Tax Forum and Tax Club.

Mr. Reinhold is an Adjunct Professor of Law at the New York University School of Law. Additionally, he has lectured and written widely on federal income tax matters.

BAR ADMISSIONS

Mr. Reinhold is admitted to the New York and Florida Bars.


Richard Nugent has 19 years of experience advising parties on the tax aspects of public and private M&A deals, spin-offs, and internal restructurings and advising debtors and creditors within and outside bankruptcy. He also advises on financings and other capital markets transactions, partnerships, REITs, and real estate deals.

Richard currently is advising Wabtec in its pending $11.1 billion Reverse Morris Trust merger with GE Transportation, Conagra Brands in its $10.9 billion acquisition of Pinnacle Foods, Procter & Gamble in its $4.2 billion acquisition of Merck KGaA's worldwide consumer health business, and the Term Loan/PGN Group Lenders in the iHeart bankruptcy case. He also advised The Carlyle Group in its sale of Signode Industrial Group Holdings for $4 billion, Eagle Tree Capital in several private equity transactions, and the Term Loan Lender Group in the rue21 bankruptcy case.

Before joining Jones Day, Richard worked on many notable transactions, including advising Procter & Gamble on the tax-free split-off and immediate acquisition of its specialty beauty business by Coty and its Folgers coffee business by the J.M. Smucker Company, the tax-free split-off of its Duracell business to Berkshire Hathaway, and the sale of its Pringles business to Kellogg; the U.S. Department of Treasury in the General Motors and Chrysler bankruptcies; Pfizer in several acquisitions and dispositions; and LyondellBasell in its chapter 11 reorganization case.

Richard is a member of the Tax Forum and the Executive Committee of the Tax Section of the New York State Bar Association and a regular speaker on tax issues, including at the PLI where he speaks on REITs.


Scott M. Levine is a tax partner in Jones Day’s Washington office where he advises on the tax aspects of corporate transactions, including international and domestic mergers and acquisitions, leveraged buyouts, spin-offs and other divestitures, restructurings, financings, and joint ventures. Mr. Levine also has negotiated private letter rulings with the Internal Revenue Service in the corporate, international, financial instruments, and energy credit tax areas. Before joining Jones Day, Mr. Levine was a senior manager in KPMG’s Washington National Tax corporate tax group.

Mr. Levine is currently an adjunct professor of law at the Georgetown University Law Center in Washington, D.C. and the International Tax Center at Leiden University in the Netherlands, where he teaches courses on U.S. domestic and international corporate taxation. Mr. Levine is a frequent speaker on subjects in his practice for various groups including the Tax Executives Institute, the Practising Law Institute, the American Bar Association, the D.C. Bar Association, the Federal Bar Association, and the International Fiscal Association.

Mr. Levine is a member of the D.C. Bar Tax Section’s Steering Committee and former chair and vice chair of the Tax Section’s Corporate Tax Committee. Mr. Levine also is an officer of the American Bar Association’s Corporate Tax Committee. Mr. Levine was the primary drafter of the D.C. Bar’s comment letter on the recently proposed section 385 regulations.


Thomas Humphreys is a partner in Mayer Brown's New York office and a member of the Tax Transactions & Consulting practice. He has extensive experience with the tax aspects of capital markets transactions; financial instruments; real estate investment trusts; mergers and acquisitions; bankruptcy and reorganization; tax controversy, including transfer pricing; and international transactions. Thomas also works with investment banks and issuers on developing new financial products.

He is the author of Limited Liability Companies and Limited Liability Partnerships, published by Law Journal Seminars Press. He is also a co-author of Federal Taxation of Partnerships and Partners, a CCH Expert Treatise Library publication. He frequently speaks on tax topics before various audiences, including the Practising Law Institute.

Thomas is an adjunct professor of law at New York University Law School, where he teaches Taxation of Financial Instruments in the LLM program. He is also a solicitor, admitted as a member of the Law Society of England and Wales.


Audrey is currently a Senior Executive Tax Counsel at General Electric Company where she focuses on acquisition and disposition transactions.  Prior to joining GE, she was an Attorney Advisor in the Office of Tax Legislative Counsel at the Treasury Department where she was responsible for corporate tax and consolidated return matters.  Audrey received a B.A. degree from Dartmouth College and a J.D. degree from Vanderbilt University.  After law school, she served as a law clerk for the Honorable Cornelia G. Kennedy of the United States Court of Appeals for the Sixth Circuit. 


For more than thirty years, Bryan C. Skarlatos has represented individuals and corporations in civil and criminal tax controversies, white collar criminal matters, regulatory investigations, tax whistleblower cases and voluntary disclosures. He is often hired as an expert on tax standards, penalties and procedures. 

Mr. Skarlatos is an adjunct professor at New York University School of Law, where he teaches a course on Tax Penalties and Prosecutions.  He created and chairs the annual New York University Tax Controversy Forum and the Practicing Law Institute program on Nuts and Bolts of Tax Penalties.  Mr. Skarlatos is a fellow in the American College of Tax Counsel and he also has served as the chair of tax committees for many bar associations including the American Bar Association, New York State Bar Association and New York City Bar Association.

Mr. Skarlatos has been recognized by New York Super Lawyers as one of the Top 100 lawyers in New York and he is listed in Best Lawyers in America where he was named Tax Litigator of the Year in New York for 2014 and 2017.  He also is ranked in Band One of Chambers USA: America’s Leading Lawyers for Business, which describes him as having a, “smart reassuring presence with insight into the government…extremely knowledgeable and very well connected to the various taxing authorities…Clients applaud him as being exceptionally brilliant at coming up with great outcomes.”

Mr. Skarlatos speaks throughout the country on tax-related topics and he frequently is quoted in publications such as The Wall Street Journal, USA Today, Forbes, Bloomberg, Reuters, Financial Times, Tax Analysts-Tax Notes, and Bloomberg BNA Daily Tax Report.


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. 


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

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

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

 


David Wheat is a Partner in the Houston office of Kirkland & Ellis LLP.  Most recently, David was Principal in KPMG’s Washington National Tax Practice.  He has an L.L.M. in Taxation from NYU.  He is a former Chair of the ABA Corporate Tax Committee and a current Council Director for the ABA Tax Section.  He is also a former Chair of the Dallas Bar Tax Section and the State Bar of Texas Tax Section.  David Wheat has been voted by his peers as one of the Best Lawyers in Dallas in his field and a Top 100 “Texas Super Lawyer” in Texas Monthly, and has been selected one of the Best Lawyers in America and Who’s Who Legal: Corporate Tax.  His practice focuses on corporate tax, financing transactions, mergers and acquisitions, workouts and restructurings.


Julie Wang is a Senior Counsel in Branch 2 of the Office of Associate Chief Counsel (Corporate).  She primarily works on issues involving Subchapter C and consolidated return regulations.  Julie received a B.B.A. and a Masters of Accountancy degree from the University of Wisconsin-Madison, and a J.D. from Boston University School of Law.  She is a member of the New York bar and a certified public accountant.  


Linda Z. Swartz is the Chair of Cadwalader’s Tax Group and a member of the Firm’s Management Committee. She focuses her practice on structuring complex global mergers and acquisitions, spin-offs, joint ventures, and restructurings, and on foreign tax planning strategies. She is consistently recognized as one of the country’s leading tax lawyers by Best Lawyers, Chambers USA, Euromoney Publications, Expert Guides, International Tax Review, International Who’s Who, The Legal 500, Super Lawyers, Tax Directors Handbook, and Who’s Who in American Law, among other industry guides.

Linda has advised clients in numerous high-profile transactions, including:

  • Procter & Gamble in the split-off and tax-free merger of its Specialty Beauty business with COTY in a Reverse Morris trust transaction; the tax-free exchange of its Duracell business for P&G shares held by Berkshire Hathaway; the sale of the Pringles Group to Kellogg; the proposed tax-free distribution and acquisition of its Snack business to Diamond Foods; and the tax-free distribution and immediate acquisition of its Folgers Coffee business by J.M. Smucker;
  • The Medicines Company in the sale of its infectious disease business to Melinta Therapeutics in the sale of three of its marketed cardiovascular products and related assets to Chiesi Farmaceutici.
  • Salix Pharmaceuticals in its $15.6 billion acquisition by Valeant Pharmaceuticals, and previously in its terminated combination with Cosmo Technologies, a subsidiary of Cosmo Pharmaceuticals, to form Salix Pharmaceuticals, plc;
  • Elan in the tax-free distribution of its stock of Prothena and subsequent sale to Perrigo, representing the largest U.S.-to-Ireland inversion in 2013;
  • Pfizer in its acquisitions of Wyeth, Warner-Lambert and Pharmacia, and the respective sales of its Capsugel and consumer health businesses;
  • U.S. Treasury Department Presidential Task Force on the Auto Industry with respect to the bankruptcy filings of General Motors and Chrysler; and
  • LyondellBasell as lead debtor’s counsel in its chapter 11 case. 

Linda is widely published on transactional tax issues and frequently speaks on a broad range of topics, including each year at the PLI conferences on corporate, partnership, and real estate tax issues. She is a Member of the Executive Committee of the New York State Bar Association Tax Section and is the former Chair of the Tax-Free Reorganizations, Bankruptcy, Consolidated Returns, Real Property, and Tax Accounting and Basis Committees of the New York State Bar Association Tax Section. She received her J.D. degree from the University of Pennsylvania Law School in 1987 and her B.A. degree, magna cum laude and Phi Beta Kappa, from Bucknell University in 1984.


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).


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.


 


William Burhop serves as a Senior Technician Reviewer in Branch 5 of the Office of the Associate Chief Counsel (Corporate), where he primarily works on issues involving Subchapter C and consolidated returns.  Previously, he was an Assistant to the Branch Chief and an Attorney in Corporate, and an Attorney in the Office of Associate Chief Counsel (Income Tax & Accounting), where he focused on deductions, capitalization, and timing issues involving income and expense.  Mr. Burhop earned his B.A. in History from the University of Pennsylvania, his J.D. from American University – Washington College of Law, and his LL.M. from Georgetown University Law Center.


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.


Brett York serves as the chief attorney advisor to the Assistant Secretary on federal income tax matters regarding corporations and their shareholders, including under the consolidated return regulations.  Prior to November 2015, he served as an attorney advisor in the Office of International Tax Counsel and advised on a number of international tax issues.

Mr. York was a tax counsel at General Electric Company from 2007 to 2012, where he worked on a variety of domestic and international transactions.

Between 2001 and 2007, Mr. York was a tax associate at Shearman & Sterling LLP where he advised on a number of corporate tax, international tax and financial products issues. He earned his J.D. from University of Pennsylvania Law School, and a B.A. in Statistics and Mathematics from the University of Chicago.


Cliff Warren is Senior Counsel in the Passthroughs Group in the Office of Chief Counsel.  Prior to this, Cliff was head of tax at KKR and, before that, a large NYC hedge fund.  Cliff was also Tax Director of GE Capital Commercial Finance for about ten years.  He is a graduate of Middlebury College, New York Law School and the NYU tax program.


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.  

 


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.


Kathleen Ferrell is a partner in Davis Polk’s Tax Department. She frequently advises corporate and private equity fund clients on federal income tax matters, including mergers, acquisitions, spinoffs and other major U.S. domestic and cross-border corporate transactions. She also advises domestic and international clients on capital markets transactions, joint ventures, bankruptcy and workouts, and tax legislative and administrative matters.

Kathleen served in the Treasury Department’s Office of Tax Policy from 1987 to 1990, as an Attorney-Adviser in the Office of Tax Legislative Counsel and as the Special Assistant to the Assistant Secretary of Tax Policy.

Recognition

  • Ms. Ferrell is recognized as a leading tax lawyer in various industry publications:
  • Chambers USA
  • PLC Cross-border Tax on Corporate Transactions Handbook
  • Who’s Who Legal – International Who’s Who of Business Lawyers and
    Who’s Who Legal – International Who’s Who of Corporate Tax Lawyers
  • Corporate Counsel: Best Lawyers Annual Guide to Tax Law
  • Tax Directors Handbook

She is recognized as a leader in the legal industry:

  • International Tax Review – "Women in Tax Leaders": United States
  • Elected as a Fellow of the American College of Tax Counsel

Of Note

  • Editor of Tax Reform and Transition, a Davis Polk blog covering the latest developments in tax reform
  • Frequent speaker on M&A tax topics
  • Member, Executive Committee, Taxation Section, New York State Bar Association
  • Member, International Fiscal Association USA Branch

PROFESSIONAL HISTORY

  • Partner, 1997-present; Associate, Davis Polk, 1990-1997
  • Attorney-Adviser, Office of Tax Legislative Counsel; Special Assistant to the Assistant Secretary of Tax
    Policy, Treasury Department’s Office of Tax Policy, 1987-1990


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.

 


Mark Schneider is a principal with the Washington National Tax office of Deloitte Tax, LLP, specializing in corporate acquisitions and divestitures, consolidated return tax matters, cross-border transactions, and the taxation of financially troubled companies.  Prior to joining Deloitte Tax in April 2008, Mark was the Deputy Associate Chief Counsel (Corporate) for the Internal Revenue Service.   Mark also is an adjunct professor at Georgetown University Law Center, where he teaches a course on the taxation of corporate reorganizations and spin-offs.


Ms. Helen Hubbard is currently the Associate Chief Counsel, Financial Institutions & Products. This organizational component of the Office of Chief Counsel provides legal support to promote uniform interpretation and enforcement of tax laws involving banks, thrifts, insurance companies, investment companies, real estate investment trusts and other financial institutions. It is also responsible for the tax laws relating to tax-exempt bonds and financial products and instruments developed by financial institutions and others, including annuities, options, forwards and futures contracts, debt instruments, hedging arrangements and other sophisticated financial arrangements.

Prior to joining Chief Counsel, Ms. Hubbard was Vice President for Tax and Benefits and Deputy General Counsel for Fannie Mae, a large financial institution. From 2005 to 2010, she was an equity partner with Baker and McKenzie L.L.P. From 2002 to 2005, she served as Tax Legislative Counsel with the Department of the Treasury. From 1996 to 2002, Ms. Hubbard was a National Tax Partner with Ernst & Young, L.L.P. Previously she was a partner with Akin, Gump, Strauss, Hauer and Feld, L.L.P and an associate with Miller and Chevalier and Johnson and Gibbs, P.C. From 1987 to 1988, she served as law clerk for the Honorable Irving L. Goldberg of the United States Court of Appeals for the Fifth Circuit.

Ms. Hubbard received her J.D. magna cum laude from Southern Methodist University in 1987. Before attending law school, she was a certified public accountant in Dallas, Texas, and a tax manager with Price Waterhouse. She received her B.B.A. in 1975 from Texas Tech University.


Nicholas J. DeNovio, Global Chair of Latham & Watkins’ International Tax Practice, is a partner in the Washington, D.C. office and member of the Audit Committee and Strategic Client Committee.
 
Mr. DeNovio advises large domestic and international corporations on cross-border transactions involving mergers and acquisitions, spin-offs, financings, and group structuring. He has represented a number of the world's leading corporations on multi-billion dollar transactions covering jurisdictions around Europe, Asia, and the Americas.

Mr. DeNovio began his career in private practice in New York City and became a partner at a global law firm. He is a member of the board for the George Washington University (GWU)/Internal Revenue Service (IRS) International Tax Program and served as Chair of the University of Chicago’s Federal Tax Conference from 2012 – 2014.  Mr. DeNovio is consistently ranked by The Legal 500 US, Chambers USA and Super Lawyers as one of the leading tax lawyers in the District of Columbia. In addition, The Legal 500 US and Chambers Global regularly recognize him for his international tax work.

Mr. DeNovio is a renowned speaker and writer for organizations such as Tax Executives Institute (TEI), Practicing Law Institute (PLI), International Fiscal Association (IFA), National Foreign Trade Council (NFTC) and various bar associations.

 


After serving as a law clerk for a Federal judge in Los Angeles, Mike began his career in tax controversy as a Trial Attorney with the Attorney General’s Honors Program at the Tax Division of the U.S. Department of Justice.  After the Justice Department, Mike worked at a boutique tax firm in Washington, D.C., where he was elected partner in 2004.  Mike returned to government in 2005, serving as Tax Legislative Counsel in the U.S. Department of Treasury through 2008.  As Tax Legislative Counsel, Mike was the Department’s senior legal advisor on domestic tax issues, testifying before Congress and working with senior IRS officials on a broad range of tax policy, legislative and regulatory matters.  Following his tenure at the Treasury Department, Mike spent several more years as a partner in a global law firm before starting his own practice in January 2012.


B.A. The Ohio State University, 1976, J.D. Case Western Reserve University, 1980, LL.M. (Taxation) George Washington University, 1989.  Office of Chief Counsel, Internal Revenue Service, Tax Litigation Division, 1988-1991, Field Service Division 1991-2000, and Income Tax & Accounting Division 2000 to present.  Branch Chief, 2001- 2016, Special Counsel, 2016 to present.  Areas of responsibility have included advising on: capitalization of merger fees in hostile takeover transactions, loss treatment of fees incurred in abandoned white knight merger transactions, loss treatment upon bankruptcy filing for fees incurred and capitalized in a leveraged buyout (See, Field Service Advisory, 1996 WL 33320937), Treas. Reg. § 1.263(a)-4 (Intangibles), Treas. Reg. § 1.263(a)-5 (Facilitative Expenses), and Rev. Proc. 2011-29 (Success-Based Fees).


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


Deborah L. Paul is a Partner in the Tax Department at Wachtell, Lipton, Rosen & Katz where she focuses on the tax aspects of corporate transactions, including mergers and acquisitions, joint ventures, spinoffs and financial instruments.  Ms. Paul has been the principal tax lawyer on numerous domestic and cross-border transactions, including strategic acquisitions and private equity buyouts.  

Ms. Paul is a frequent speaker at Practising Law Institute, International Fiscal Association, New York State Bar Association and other conferences on tax aspects of mergers and acquisitions and related topics.  She is rated a leading tax lawyer by Chambers USA, Super Lawyers, the Legal 500 and Who’s Who Legal.  

Ms. Paul is an active member of the Executive Committee of the Tax Section of the New York State Bar Association (First Vice Chair 2018; Chair 2019).

Ms. Paul received an A.B. from Harvard University, a J.D. from Harvard Law School and an LL.M. in taxation from New York University School of Law. 

 


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. Canellos is of counsel at the tax department of the law firm of Wachtell, Lipton, Rosen & Katz in New York City.  He is a graduate of Columbia University (A.B. 1964, Summa Cum Laude and L.L.B. 1967, Magna Cum Laude), serving as editor-in-chief of the Law Review.  Mr. Canellos clerked for Judge Charles D. Breitel of the New York Court of Appeals and was a Fulbright Scholar at the University of Amsterdam, the Netherlands.  Mr. Canellos has also served as chairman of the New York State Bar Association Tax Section, and as the General Reporter at the 2005 IFA Congress session dealing with international mergers and acquisitions.


Mr. Fleming joined the IRS Office of Chief Counsel in 1987.  Since 2000, he has been the Senior Technician Reviewer for Branch 2 in the Office of the Associate Chief Counsel (Corporate), handling a variety of matters under subchapter C of the Internal Revenue Code and the consolidated return regulations.

Mr. Fleming received  J.D. and M.L.T degrees from Georgetown University Law Center and B.S. (with highest honors) and M.A. degrees in mathematics from the University of Oklahoma.

Prior to joining the Office of Chief Counsel, Mr. Fleming was an associate at Miller & Chevalier Chartered and also served as an attorney in the Office of General Counsel at the Interstate Commerce Commission.  Before becoming a lawyer, Mr. Fleming was a computer programmer at the Central Intelligence Agency.


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).