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Consolidated Tax Return Regulations 2018


Speaker(s): Andrew J. Dubroff, Bernita L. Thigpen, Bryan A. Rimmke, Bryan P. Collins, Craig A. Gerson, Eric Solomon, Gerald B. Fleming, Gordon E. Warnke, Joseph M. Pari, Julie T. Wang, Karen Gilbreath Sowell, Kathleen L. Ferrell, Krishna P. Vallabhaneni, Lawrence M. Axelrod, Lisa M. Zarlenga, Marc A. Countryman, Mark J. Silverman, Mark R. Hoffenberg, Martin Huck, Michael J. Wilder, Michael L. Schler, Patricia W. Pellervo, Robert H. Wellen, Robert J. Crnkovich, Stuart J. Goldring, Thomas F. Wessel, William D. Alexander, William S. Dixon
Recorded on: Feb. 20, 2018
PLI Program #: 218828

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, 2019 ed.; Wolters Kluwer)
  • “Tax Issues in Restructuring,” The Law and Practice of Restructuring in the UK and US(Chapter Co-Author; Editors:C. Mallon, S. Waisman & R. Schrock; 2d ed.; Oxford Univ. Press 2017)

Numerous articles on tax issues relating to financially troubled companies.


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

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

Andy is a graduate with a B.S. in Economics and a J.D. from the University of Pennsylvania. He is a past American Bar Association Section of Taxation Council Director, and a past Chairman of the Section of Taxation’s Affiliated & Related Corporations Committee, as well as an active member of the District of Columbia Bar Association Tax Section. He currently serves as a member of the Advisory Board, New York University Institute on Federal Taxation, and is included in numerous independent compilations of leading tax lawyers, including The International Who’s Who of Corporate Tax, Who’s Who of Thought Leaders—Corporate Tax, and The Best Lawyers in America.

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


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

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

Mr. Alexander is a frequent speaker on corporate tax issues at bar association programs and other tax conferences.  He is active in the Tax Sections of the American Bar Association, for which he is the current 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.

 

 


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

Bob received his B.A. from Yale College (magna cum laude, Phi Beta Kappa), his J.D. from Yale Law School and his LL.M (Taxation) from Georgetown University Law Center.

Bob began his legal career on active duty in the Navy Judge Advocate General’s Corps.  Thereafter, he practiced tax law in Washington, D.C., for more than 40 years, first with Fulbright & Jaworski (now Norton Rose Fulbright), then with Ivins, Phillips & Barker.  He joined the Internal Revenue Service as Associate Chief Counsel in 2015.

He has served as chair of the Corporate Tax Committee of the ABA Tax Section, and he is a fellow of the American College of Tax Counsel.


Bryan Rimmke is an Attorney Advisor at the U.S. Treasury Department’s Office of Tax Policy where he specializes in Subchapter K issues.  Prior to this role, Mr. Rimmke was a Senior Manager in EY’s National Tax Department and an Attorney for the IRS Office of Chief Counsel (Passthroughs and Special Industries Division).  Additionally, Mr. Rimmke is an Adjunct Professor at the Georgetown University Law Center.  Mr. Rimmke has a B.A. from Hope College, a J.D. from the Michigan State University College of Law, and an LL.M. from the Georgetown University Law Center.


Eric Solomon is a partner at Steptoe and Johnson LLP in Washington, DC.  Prior to joining Steptoe Eric was co-director of the National Tax Department at Ernst & Young, where he 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 recently served as 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.


Function and specialization
Bernita L. Thigpen
is a Tax Managing Director in the Mergers & Acquisitions practice of KPMG's Chicago office.

Education, licenses and certifications
JD, with honors, DePaul University College of Law
BA, Purdue University


Professional and industry experience

Bernita consults on corporate tax matters, including corporate restructurings such as mergers and acquisitions, spin-offs and other distributions or divestitures and liquidations. She also assists clients on matters relating to attribute carryovers, consolidated returns and troubled company workout issues.

Bernita frequently speaks on the taxation of corporate reorganizations and consolidated returns and teaches internal and external continuing professional education courses.

Bernita joined KPMG’s Washington National Tax practice in April 2000 and joined the Chicago Mergers and Acquisition practice in 2002. Prior to that time, she served as Deputy Assistant Chief Counsel (Corporate) in the Office of the Chief Counsel, Internal Revenue Service. In that position, she had technical responsibility for Subchapter C, consolidated return matters, and some bankruptcy issues. Bernita reviewed published guidance, such as regulations, revenue rulings and procedures, notices, and announcements. She also resolved substantive tax issues in taxpayer-specific guidance, such as private letter rulings and technical advice memoranda. Bernita previously served as a Branch Chief in the Office of Assistant Chief Counsel (Financial Institutions & Products) and as the National Office Coordinator for the Industry Specialization Program for the Banking and Savings & Loan Industries.


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

Background

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

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

Professional and Industry Experience

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

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

Other Activities

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

Gordon speaks frequently at professional education programs on federal income tax topics and has written extensively on corporate reorganization and other tax subjects. Among the forums at which Gordon has been a regular speaker are the American Bar Association, the D.C. Bar Association, the Federal Bar Association, the International Bar Association, the International Tax Institute, the New York State Bar Association, the Practicing Law Institute, the Southern Federal Tax Institute, the Texas Federal Tax Institute and the University of Chicago Tax Conference.

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

 


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

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

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

 

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

 

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

 


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

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

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

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

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

 


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.


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

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

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

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

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


Lisa Zarlenga represents public and private companies on federal income taxation issues, with a focus on corporate transactional and planning matters as well as on tax policy issues with respect to tax legislation and Treasury guidance. Lisa also advises clients on structuring tax-free and taxable acquisitions and dispositions, tax-free spin-offs, and internal restructurings, including providing opinion letters and seeking advance rulings from the IRS. She also assists clients in restructuring financially troubled businesses and advises on the special rules governing consolidated groups.

Drawing on her experience as Tax Legislative Counsel at the US Treasury Department’s Office of Tax Policy, Lisa marries substantive tax knowledge with first-hand insights on the guidance and other processes at Treasury. She helps clients advocate for and resolve tax policy issues before the Treasury Department and IRS involving proposed and pending regulations and other administrative guidance, and before Congress involving legislation.

Lisa has combined her policy and transactional backgrounds to advise clients on certain specialized tax issues, such as blockchain and digital currency and qualified opportunity zones.  She advises clients on conducting digital currency transactions and conversions, token offerings, and different investment and entity structures.  With respect to qualified opportunity zones, Lisa has advised investors and funds on the intricate tax rules that govern the investments and structured those investments.  She has also assisted clients during the rulemaking process, including preparing comment letters and meeting with policymakers.

 

Clerkship & Government Experience

  • Hon. Robert P. Ruwe, US Tax Court
  • Tax Legislative Counsel, Department of the Treasury, Office of Tax Policy

Education

  • LL.M., Georgetown University Law Center, with honors, Taxation
  • J.D., Ohio State University Moritz College of Law, Order of the Coif; Associate Editor, Ohio State Law Journal
  • B.S., Ohio State University, summa cum laude, Beta Gamma Sigma, Accounting

Awards

  • Fellow, American College of Tax Counsel
  • Chambers USA, Tax, DC (2018-2019)
  • The Best Lawyers in America, Tax Law (2018-2019)
  • Super Lawyers, Washington, DC, Tax (2017-2019)
  • Treasury Exceptional Service Award (2015), Special Act Award (2011)
  • Washingtonian magazine, "Best Lawyers," Tax (2015, 2017-2018)
  • Legal 500 US, Finance: Not-for-Profit, Nonprofit and Tax Exempt Organizations; Government: Government Relations; Tax: International Tax; Tax: US Taxes, Contentious (2017-2018); Tax: US Taxes, Non-Contentious (2016-2018); Domestic Tax, East Coast (2009-2010)

 


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

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

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

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

 


Mr. Collins is a managing director in Andersen’s Washington National Tax Office.  His responsibilities include providing firm-wide consultation regarding corporate restructurings, bankruptcy, consolidated returns, mergers, acquisitions, and spin-offs.  Mr. Collins has been a frequent speaker and author on Federal income tax matters.  He was an Adjunct Professor in the LL.M program at Georgetown University, where he taught Consolidated Returns -- Principles and Planning for 19 years.  He is a past-Chair of the Consolidated Return and S Corporation committees of the Tax Section of the American Bar Association.  From 1986 to 1989, Mr. Collins served as Attorney-Advisor in the Office of the Tax Legislative Counsel, U.S. Treasury Department, where he advised the Assistant Secretary (Tax Policy) regarding legislative proposals and administrative guidance with respect to consolidated returns, C and S corporations, publicly traded partnerships, and oil and gas.   


Tom is the Co-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 practices in numerous areas of federal income taxation.  He advises KPMG clients on all aspects of corporate taxation, with an emphasis on spin-offs, mergers and acquisitions, restructuring transactions, debt and equity offerings, and consolidated returns.  He also has testified as an expert by deposition and at trial in two significant litigations.  He is a member of the WNT Senior Tax Partner Advisory Committee and also serves in KPMG’s Tax Leadership.

Experience

Prior to joining KPMG in 2000, Tom was a founding partner of McKee, Nelson, Ernst & Young LLP.  From 1991-2000, he was the lead merger and acquisition tax partner in the King & Spalding, D.C. office.  From 1990-1991, he was Special Counsel to the Chief Counsel for the Internal Revenue Service where he served as the principal legal advisor to the Chief Counsel 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 Honorable Jacob Mishler, U.S. District Court for the Eastern District of New York.

Education and Qualifications

Mr. Wessel earned an LL.M. in taxation from the New York University School of Law in 1985.  He earned his J.D., cum laude, in 1980 from the New York University 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 American Bar Association 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 Tax-Free Reorganizations, the Chair of the Corporate Tax Subcommittee on Affiliated Group Acquisitions, and a Vice Chair for the Committee on Corporate Tax.  He currently serves as the Chair of the Corporate Tax Subcommittee on Tax-Free Distributions.  He regularly speaks on subjects in his practice areas at forums such as: ALI-ABA, the American Bar Association, the Federal Bar Association, and the Practising Law Institute.  Among his various writings, Mr. Wessel is a principal author of the more than 1,400-page Practising Law Institute work on Corporate Distributions under Section 355.  He is listed in The International Who’s Who of Corporate Tax Lawyers, The International Who’s Who of Corporate Tax Expert Witnesses, The International Who’s Who of Business Lawyers, Who’s Who Legal: Thought Leaders – Global Elite, Who’s Who Legal: Thought Leader for Corporate Tax, 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 was selected as a runner-up for Tax Notes’ “Person of the Year” for 2013 and 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, 2017, and 2019.


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, capital structure solutions and financings 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 has 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. 


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.


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.  


Professional and industry experience                                                    

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

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

Publications and speaking engagements                                                                  

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


Bob Crnkovich is a member of Ernst & Young LLP’s National Tax Partnership Transactional Planning and Economics Group, where he advises on the taxation of partnerships, private equity, hedge funds, and real estate.  He returned to the firm after serving as Senior Counsel in the U.S. Department of Treasury's Office of Tax Policy (Office of Tax Legislative Counsel) in Washington, D.C., where he focused on partnership matters.

Professional Background

For over 25 years Bob has been on the faculty at Georgetown University Law Center, where he has taught two courses, Advanced Partnership Taxation and Private Equity & Hedge Funds: Taxation and Transactions.  A frequent lecturer, Bob has spoken at a number of conferences, including those sponsored by New York University, the University of Chicago Law School, the University of Virginia, the University of Southern California, the University of Alabama, the Practising Law Institute, the Tax Executives Institute, the American Bar Association, the Southern Federal Tax Institute, and the American Institute of Certified Public Accountants.  He has also written extensively in the partnership area, including co-authoring the Tax Management Portfolio on Limited Liability Companies and the following articles – The Non-Tax Implications of the Taxation of Partnership Options; When Might an OP in an UPREIT Be A PTP, and Why Should You Care?; Son of Boss Revisited; Castle Harbour Strikes Again; Partnership Conversions – Making Something Out of Nothing; CFC Stock Held by Foreign Partnerships – Confusion Galore; and New COD-AHYDO Legislation – Needed Relief Adds Complexity.

Bob is a member of the Washington, DC bar and earned accounting and law degrees from Marquette University and a masters of law degree from Georgetown University Law Center.


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

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

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


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


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

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

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

 


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

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

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

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


Pat Pellervo is a principal in the National Tax Services practice of PricewaterhouseCoopers LLP. Prior to joining the firm in 1989, Pat was an attorney in the Legislation and Regulations Division of the Internal Revenue Service. Pat has specialized in the tax aspects of mergers and acquisitions and related consolidated return issues for more than 30 years.

Pat's extensive experience includes planning tax-efficient acquisitions, reorganizations, and divestitures, with particular emphasis on matters related to the filing of consolidated returns, including the computation of earnings and profits, basis in subsidiary stock, and analysis regarding the utilization of losses and credits following corporate transactions. Pat also has experience representing clients before the Internal Revenue Service and Treasury regarding pending regulations and rulings, and has testified as an expert witness related to IRC section 382 limitations on net operating losses. 

Pat is the co-author of The Consolidated Tax Return (Warren Gorham Lamont 6th ed.). Pat has served as Chair of the Corporation Tax Committee of the District of Columbia Bar Association, and is a frequent speaker and author on the tax aspects of mergers and acquisitions and related consolidated return issues. Pat earned her B.S. in Accounting and J.D. degrees from Marquette University.


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. 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.