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Taxation of Financial Products and Transactions 2018


Speaker(s): Amanda H. Nussbaum, Diana A. Imholtz, Eileen Marshall, Elinor C. Ramey, Helen M. Hubbard, Howard A. Wiener, I. Lee Holt, Jeffrey L. Dorfman, Kimberly S. Blanchard, Kristen M. Garry, Lena Y. Hines, Linda E. Carlisle, Lindsay M. Kitzinger, Mark E. Erwin, Mark H. Leeds, Mark P. Howe, Mark S. Perwien, Matthew A. Stevens, Michael Mou, Raymond J. Stahl, Richard G. Larkins, Stuart E. Leblang, William L. McRae
Recorded on: Jan. 16, 2018
PLI Program #: 218808

Eileen Marshall is a partner in the tax practice at Wilson Sonsini Goodrich & Rosati, based in the Washington, D.C. and Palo Alto offices.  Eileen's practice includes all aspects of domestic and cross-border mergers, acquisitions, divestitures, restructurings, tax-free reorganizations, taxable and tax-free spin-offs, incorporations, and partnership formations.  She also has significant experience advising on tax issues in connection with public and private equity and debt financings and restructurings.

Eileen is an officer of the Corporate Tax Committee of the American Bar Association Tax Section, a former chair of the Financial Transactions Committee of the American Bar Association Tax Section, and a former chair of the Financial Products Committee of the District of Columbia Bar Association Tax Section.  Eileen speaks regularly on panels for various groups, including the TEI SJSU High Tech Tax Institute, Practising Law Institute, American Bar Association Taxation Section, and District of Columbia Bar Association Tax Section.

Eileen received a Bachelor of Arts degree from University of Pennsylvania and a Juris Doctor from Yale Law School.  She is a member of the California, New York and District of Columbia bars.


Mark Erwin is the Acting Deputy Associate Chief Counsel, Financial Institutions & Products. Mr. Erwin provides oversight in the development and publication of regulatory and other administrative guidance, legal advice, and litigation support on tax matters involving banks, insurance companies, regulated investment companies, real estate investment trusts, asset securitization arrangements, debt obligations, derivatives, hedging arrangements, and tax exempt bonds.

From 2012 to 2017, he was a Branch Chief in the IRS Office of Associate Chief Counsel (International).  Prior to joining the IRS Office of Chief Counsel in 2006, he was a tax associate at several law firms in Washington DC. 

Mr. Erwin received his B.A. magna cum laude from Trinity University in 1992.  He received his Ph.D. in English Literature from Princeton University in 1998 and his J.D. cum laude from New York University School of Law in 2002. 


Mark Howe’s practice is concentrated in partnerships, financial products, securitization, the tax aspects of capital markets, general corporate finance, securities, and commodities. His work includes emphasis on the tax structuring of domestic and offshore investment funds and in the development, structuring, and implementation of a wide variety of financial and derivative products and transactions, such as fixed income, currency, equity, and commodity linked swaps, forwards, notes, options, and similar instruments and transactions, securities and other instruments with embedded derivatives, and hybrid and synthetic products.

Prior to joining Cadwalader, he was an associate with Hogan and Hartson.

After receiving his A.B. degree in mathematics, cum laude, from Harvard College, Mark received his J.D., magna cum laude, from Georgetown University Law Center, where he was an editor of the Georgetown Law Journal. He also holds an M.A.R. from Yale University.

Mark is admitted to practice in New York and Washington, D.C.


Matthew Stevens, a principal in the Capital Market group within International Tax Services at Ernst & Young LLP, handles planning and controversy matters regarding the U.S. federal income tax consequences of transactions, specializing in the design, structuring and implementation of domestic and international financial transactions.  He advises hedge funds, private equity funds, high net worth individuals (both U.S. and non-U.S.), insurance companies, and foreign and domestic multinational corporations.

Matthew serves as chair of the annual Practicing Law Institute program “Taxation of Financial Products and Transactions.”  He has served as chair of the Financial Transactions Committee of the Tax Section of the District of Columbia Bar, and as the chair of the Financial Transactions Committee of the Tax Section of the American Bar Association.  He has co-taught the Georgetown University Law Center class entitled “United States Taxation of International Income – II.”  He has published a number of articles dealing with international aspects of U.S. income tax and with the taxation of financial products and transactions.  Matthew is listed in Chambers USA:  America’s Leading Lawyers for Business.   From 2002 to 2004, Matthew served as special counsel to the Chief Counsel for the Internal Revenue Service. There, he advised the Chief Counsel regarding published guidance on a wide range of tax issues involving financial products and cross border transactions.

Education

Harvard University
(J.D., 1990)

University of Kansas
(B.A., 1987)


Mr. Perwien is Senior Advisor, Financial Products for the Director of Enterprise Activities. He is an expert in the taxation of financial derivatives. Prior to joining the Large Business and International Division, he was a Special Counsel in the Office of the Associate Chief Counsel (Financial Institutions and Products). He worked on Wall Street for many years, advising the sales and trading desks on the tax consequences of their activities both for the firms and the customers. He has also helped design many financial products to insure their tax efficiency. While on Wall Street he served as the Chair of the North American Tax Committee of the International Swap and Derivatives Association.

He has spoken on the taxation of financial products to many groups including the Tax Section of the American Bar Association, the Tax Section of the NYS Bar Association, The NYS Society of CPAs, the Tax Executives Institute, the DC Bar Tax Section, the Practicing Law Institute, and the Wall Street Tax Association.

He received his B.A. in Urban Studies and B.S. in Economics from the University of Pennsylvania, his M.B.A. from Wharton, his J.D. from Stanford University, and his L.L.M. in taxation from New York University.


Ms. Imholtz is a Special Counsel in the Financial Institutions & Products Division (FIP) of the IRS Office of Chief Counsel (Chief Counsel) in Washington, D.C.  FIP provides legal advice on tax issues involving banks, thrift institutions, insurance companies and products, regulated investment companies, real estate investment trusts, annuities, debt instruments, securitization vehicles, derivatives, tax-exempt bonds, and numerous other types of financial instruments and entities.  She previously served as a Branch Chief in FIP and as a Senior Technical Reviewer in the International Division of Chief Counsel. 

Prior to joining Chief Counsel, Ms. Imholtz worked at the law firm of Holland & Knight LLP, where she specialized in tax laws pertaining to tax-exempt bonds.  She previously served as an attorney-advisor to the Honorable Lewis R. Carluzzo at the United States Tax Court.  Ms. Imholtz holds a B.S. from Moravian College and a J.D. from the University of Pittsburgh School of Law, where she was lead topics editor of the University of Pittsburgh Law Review.  She is a member of the District of Columbia bar.


Mark H. Leeds is a tax partner with the law firm of Mayer Brown.  Mark’s professional practice focuses on the tax consequences of a variety of capital markets products and strategies, including over-the-counter derivative transactions, swaps, tax-exempt derivatives, strategies for efficient utilization of tax attributes as well as advising on crossborder tax issues.  Prior to joining Mayer Brown, Mark was a shareholder at another international law firm, and a Managing Director and Senior Tax Counsel with Deutsche Bank AG in New York.  At Deutsche Bank, Mark led the Tax Counsel function within Group Tax of the Americas.  Mark is also a recipient of the 2015 Burton Award for Distinguished Legal Writing.  Prior to joining Deutsche Bank, Mark served as the general counsel of a credit derivative company and, prior to that, Mark was a partner at Deloitte & Touche where he led the Capital Markets Tax Practice. Mark began his professional career as a tax associate, first at Skadden Arps, and then at Weil Gotshal.

Mark is a graduate, magna cum laude, of the Boston University School of Law (1984), and holds a Bachelor of Arts, cum laude, from Binghamton University, in Economics (1981).  Mark also holds an LLM in taxation from New York University (1990).

Mark is a frequent writer and speaker on tax topics affecting the Capital Markets.  Some of his recent articles include: Author, Stress Relief: IRS Notice 2016-76 Eases Implementation Rules for Cross-Border Dividend Equivalent Withholding (December 2016); Author, Bits & Pieces: IRS Notice 2016-42 Offers First Glimpse of Qualified Derivatives Dealer Rules (July 2016).


Ray Stahl is a Special Counsel in the office of the Associate Chief Counsel (International) at the IRS.  Ray previously served as the Assistant to the Branch Chief in Branch 5 of ACCI, which he originally joined as an attorney advisor in 2011.  Before joining ACCI, Ray was an associate in the tax department at Ropes & Gray LLP.  Ray received his J.D. from Harvard Law School in 2007, and a Bachelor’s degree from Williams College in 2003.


Lena Y. Hines is a principal in Ernst & Young LLP’s International Tax Services - Capital Markets practice, and she is based in Los Angeles, California.  Specializing in the taxation of financial products, including debt instruments and derivatives, she advises on domestic and international tax-planning opportunities involving financial instruments and transactions in the fixed income, equity, currency and commodities, markets.

Lena is the current Chair of the Financial Products Committee of the District of Columbia Bar Taxation Section, and a member of the State Bar of California and the American Bar Association.  She has been a substantial contributor on comment letters issued by the ABA and DC Bar regarding legislative developments that impact the taxation of financial products. 


Stuart E. Leblang is the co-head of the tax practice at Akin Gump Strauss Hauer & Feld LLP. Mr. Leblang’s practice includes planning and negotiation of domestic and international business transactions, corporate and financial tax counseling, and representation of clients on tax legislative and policy issues before the U.S. Congress, the U.S. Department of Treasury and other federal agencies. He also focuses on various investment fund related matters.

Prior to joining Akin Gump, Mr. Leblang was the associate international tax counsel at the U.S. Department of Treasury. During his tenure there, he was involved in legislative and regulatory developments in the international arena. He initiated and developed a number of international provisions contained in the Taxpayer Relief Act of 1997, including those relating to foreign tax credits, passive foreign investment companies and the taxation of foreign investors. He also played a central role in the creation and development of the international tax provisions contained in President Clinton’s 1998 Budget Proposal and in a number of international regulatory projects. Mr. Leblang has spoken extensively on issues relating to international tax policy.

In addition to his legislative activities at the Treasury, Mr. Leblang was responsible for initiating and implementing a number of tax regulatory projects, including those relating to foreign tax credits, hybrid entities, passive foreign investment companies and cross-border derivative transactions. He also was integrally involved in other completed and ongoing regulatory projects, including projects relating to the subpart F consequences of hybrid entity structures, the sourcing of losses on sales of personal property, the treatment of step-down preferred stock transactions, the taxation of FASITs, corporate tax shelter registration requirements and interest expense allocations. Mr. Leblang also participated in a number of negotiations with current and prospective U.S. tax treaty partners.

Prior to working at the Treasury, Mr. Leblang was an associate in Akin Gump’s New York office and at another international law firm, in its New York and London offices.

Mr. Leblang earned his B.A. from Cornell University in 1987 and his J.D. in 1990 from Columbia Law School where he was a James Kent Scholar and a Harlan Fiske Stone Scholar, as well as a coordinator of the Columbia Moot Court Program.


Amanda H. Nussbaum is a partner in the Tax Department and also is a member of the Private Investment Funds Group at Proskauer. Her practice concentrates on planning for and the structuring of domestic and international private investment funds, including venture capital, buyout, real estate and hedge funds, as well as advising those funds on investment activities and operational issues. She also represents many types of investors, including tax-exempt and non-U.S. investors, with their investments in private investment funds. 

Amanda has significant experience structuring taxable and tax-free mergers and acquisitions, real estate transactions and stock and debt offerings. She also counsels both sports teams and sports leagues with a broad range of tax issues. 

In addition, Amanda advises not-for-profit clients on matters such as applying for and maintaining exemption from federal income tax, minimizing unrelated business taxable income, structuring joint ventures and partnerships with taxable entities and using exempt and for-profit subsidiaries. 

Amanda has co-authored with Howard Lefkowitz and Steven Devaney the New York Limited Liability Company Forms and Practice Manual, which is published by Data Trace Publishing Co. 

Education
New York University School of Law, LL.M., 2003
Harvard Law School, J.D., 1998
Yeshiva University, Stern College for Women, B.A., 1995, summa cum laude

Memberships
American Bar Association (Tax Section)
New York State Bar Association (Executive Committee of Tax Section)

Awards & Recognition
Chambers USA: New York: Tax 2014-2017
Chambers USA: Investment Funds: Hedge Funds Nationwide 2011-2012
New York Law Journal's "Rising Stars" 2013
Best Lawyers in America 2013-2018
New York Super Lawyers 2010-2017
The Legal 500 United States: Non Profit and Tax Exempt Organizations 2016-2017
The Legal 500 United States: Tax: Domestic Tax: East Coast 2009-2011, 2013-2017
The Legal 500 United States: Investment Fund Formation & Management: Alternative/Hedge Funds 2011-2016
Fellow, American College of Tax Counsel
Fellow, American Bar Foundation


Elinor Ramey is an Attorney-Advisor in the Office of Tax Policy of the U.S. Department of the Treasury. She is responsible for advising the Assistant Secretary (Tax Policy) on all tax matters involving tax-exempt organizations and charitable contributions. Prior to joining the Treasury Department, Ms. Ramey was an attorney at Steptoe & Johnson LLP, where her practice included advising tax-exempt organizations and tax controversy. Ms. Ramey received her B.A. from Wellesley College and her J.D. from Georgetown University Law Center. 


Howard Wiener recently rejoined KPMG’s Washington National Tax Office as an international tax partner. From 2009 through December 2010, Howard was Vice President of Global Tax Planning at Marriott International.  Prior leaving to join Marriott, Howard was a partner in the International Corporate Tax practice in KPMG’s Tysons Corner, Virginia office focusing on complex international corporate tax issues, including international corporate restructuring and tax efficient cross-border finance. 

From 1995 to 2000, Howard was an attorney in the Internal Revenue Service (IRS) Office of Chief Counsel where he focused on international taxation.  Among his responsibilities, Mr. Wiener served as an attorney in the office of Advance Pricing Agreements, where he was responsible for negotiating transfer pricing agreements with taxpayers and foreign competent authorities on behalf of the U.S. government.  In addition, Howard was responsible for drafting guidance with respect to the taxation of foreign currency, including the Euro regulations, hyperinflationary currency regulations and dual currency contingent debt guidance. 

Prior to his tenure at the IRS, Howard was a tax associate at Cole Corette & Abrutyn where he focused on international tax planning and controversy. 


Jeffrey Dorfman is a managing director in the International Tax Services group at PwC where he provides advice on foreign currency and other financial products issues.  Prior to joining PWC, Jeff was the Chief of Branch 5 in the Office of the Associate Chief Counsel (International) for over twenty years.  Jeff is also the one of the principal authors of the section 988 regulations, the 2006 proposed section 987 regulations and the §1.985-8 regulations regarding transition to the euro, among other things.


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.

 


Kristen Garry is a partner in Shearman & Sterling’s Tax practice. She regularly advises financial institutions and other domestic and foreign clients on issues relating to financial products, cross-border structured finance and mergers and acquisitions. She has represented numerous international and U.S. corporations in connection with private and SEC-registered securities offerings (both debt and equity). She also assists clients with IRS audits, appeals and tax litigation.

Kristen represents a broad range of clients including Ardagh, Barclays, Citigroup, Jefferies, Nokia and Susquehanna International Group LLP.

Prior to joining the firm, Kristen clerked with Judge Halpern of the U.S. Tax Court.

Recent Experience includes representation of:

  • The Estate of Andrew J. McKelvey, the founder of Monster.com, in its victory in the United States Tax Court in a case of first impression involving the extension of two variable prepaid forward contracts
  • Anglo American on its $1.3 billion senior notes offering consisting of $650 million 3.625% senior notes due 2024 and $650 million 4% senior notes due 2027
  • Citibank, N.A. in its acquisition of the U.S. co-brand credit card portfolio of Costco Wholesale Corporation from American Express Company
  • Lafarge North America Inc. and its wholly-owned subsidiary, Lafarge Mid-Atlantic LLC, in its sale of certain aggregates quarries and related assets to Bluegrass Materials Company, LLC., following the option exercised by Bluegrass to purchase the quarries and related assets upon the end of an 18 month lease
Education
New York University, School of Law, LL.M. in Taxation
New York University, School of Law, J.D.
Cornell University, B.A., magna cum laude

Recent Business Activities
  • Advisory Board Member – Journal of Taxation of Financial Products
  • Panelist, “Lines Drawn in the Sand – When Does an Asset or Liability Constitute ‘Property’ for Tax Purposes?” hosted by the DC Bar Financial Products Committee on October 3, 2017.
  • Author, Are the Proposed Code Sec. 385 Regulations, Which Represent Significant Changes in Law, in Part, Impermissibly Retroactive?, J. of Tax’n of Fin. Products, Issue 1 2016 at 13.


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.


Lindsay Kitzinger is an attorney-advisor in the Office of Tax Policy at the U.S. Department of the Treasury.  At Treasury, she focuses on a wide variety of international tax issues including those involving subpart F, foreign tax credits, PFICs, and income tax treaties, as well as tax issues arising the in the context of the G-20 and G-7.  Prior to joining the Treasury Department, Lindsay was an associate at Covington & Burling LLP.  Lindsay earned her B.S. from George Washington University and her J.D. from Harvard Law School. 


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.


William L. McRae is a partner at Cleary Gottlieb in the firm’s New York office. His practice focuses on U.S. federal income tax matters, including the taxation of financial products, corporate transactions, and international mergers and acquisitions. He regularly speaks on tax matters at conferences.

William has been recognized by Chambers USA, The Legal 500 U.S., The Legal 500 Latin America and Turnarounds & Workouts for his work in domestic and international tax law and corporate and M&A. 

William joined the firm in 1996 and became a partner in 2005. He is a member of the New York State Bar Association’s Tax Section Executive Committee. William received a B.A., magna cum laude, from Williams College and a J.D., cum laude, from Harvard Law School. He is a member of the bar in New York.


Lee is a partner in EY’s International Tax Services, Capital Markets group in New York. He focuses on cross-border financial transactions and structures, financial instruments, foreign currency transactions, hedging and U.S. tax issues and opportunities related to in-house banking/treasury structures.

Lee has been with Ernst & Young LLP since 1994. Prior to working in the New York office, Lee worked in London for three years as part of Ernst & Young LLP’s U.S. Tax Desk and, prior to that, in Philadelphia’s International Tax Services group.

Lee is a frequent panelist and chairperson at conferences, including the annual Ernst & Young International Tax Conference, tax directors’ workshops and external conferences such as TEI, ATLAS (past chairperson of Foreign Currency Transactions seminar) and Networking Seminars.

Lee graduated from the University of Richmond with a Bachelor Science Business Administration (Accounting) in 1994 and received a Masters in Taxation from Villanova University (School of Law) in 1999.


Michael is a Principal in the International Tax Services group of Deloitte’s Washington National Tax office. Michael’s practice principally concentrates on taxation of financial instruments, foreign currency, and cross-border treasury operations. He advises U.S. multinationals, investment banks, banks, hedge funds, and other financial institutions on tax issues related to capital market products, derivatives, and foreign currency transactions. Michael has extensive experience with respect to tax issues arising from international treasury operations (including cash pooling and in-house bank structures) and has worked with treasurers from many U.S. multinationals on the restructuring of their global treasury operations.

Michael received his J.D., cum laude, from Loyola Law School, Los Angeles, in 2004, where he was named to the Order of the Coif and served as an Editor of Loyola Law Review. He received his L.L.M. in Taxation from New York University School of Law in 2005 where he also served as a Graduate Editor of New York University Journal of International Law and Politics. He is a licensed member of the California, New York and DC Bars.  

Michael speaks frequently on tax topics involving foreign currency, financial products and treasury operations. He has also published numerous articles in publications such as International Tax Journal, The Tax Adviser, and Tax Notes.


Richard is a Partner in Ernst & Young LLP’s National Tax Department in Washington, D.C. Richard works in the Capital Markets Tax Practice and specializes in the taxation of financial products and transactions.

Richard has nearly twenty-five years of experience in the taxation of financial products and transactions. He currently consults with clients on a range of tax issues regarding the taxation of debt instruments, cross-border financing transactions, debt and equity financing, bankruptcy workouts, debt renegotiations, derivatives, hedging transactions, and securitizations.

Richard is a frequent speaker at tax conferences and has authored numerous articles on various topics related to the taxation of financial transactions.  Richard is also a contributing author to the Federal Income Taxation of Debt Instruments (Seventh Edition), published by CCH. 

Immediately prior to joining Ernst & Young in 2002, Richard was a Principal in Arthur Andersen’s Office of Federal Tax Services in Washington, D.C. Richard has also worked in the U.S. Federal Government as an Attorney-Advisor in the Internal Revenue Service Chief Counsel’s office and as a Special Assistant to the Assistant Attorney General (Tax Division) in the U.S. Department of Justice.  In addition, Richard was an associate at two large law firms. 

Richard received a B.A. in Accounting from the University of Washington (1984) and a J.D. from the Northwestern University School of Law (1990). Richard is admitted to the Bar in both Illinois and the District of Columbia. Richard also is a Certified Public Accountant (CPA) licensed in both Washington state and the District of Columbia. 

He is a member of the American Institute of CPAs, the National Association of Black Accountants, the American Bar Association, the National Bar Association, and the D.C. Bar Association.  Richard is the chair of the steering committee of the Taxation Section of the D.C. Bar Association.  In addition, Richard is a past vice-chair and chair of the Financial Products Committee of the Taxation Section of the D.C. Bar Association.