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Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2018


Speaker(s): Afshin Beyzaee, Amy L. Sutton, Ari Berk, Bahar A. Schippel, Benjamin H. Rippeon, Benjamin J. Applestein, Blake D. Rubin, Bradley M. Seltzer, Christopher Trump, Clifford M. Warren, Daniel M. McCall, Donald E. Rocap, Dr. Daniel Z. Altman, Eric B. Sloan, Glenn E. Dance, Howard E. Abrams, James Chenoweth , James G. Tod, John C. Hart, Julie A. Divola, Karen Lohnes, Katharine P. Moir, Kathleen Saunders Gregor, Kevin Richards, Martin D. Pollack, Paul W. Oosterhuis, Philippe Benedict, Phillip Gall, Rachel D. Kleinberg, Samuel T. Greenberg, Stephen D. Rose, Stuart L. Rosow, Todd D. Golub, Todd Gluth, Wendy Abkin, William P. Wasserman
Recorded on: Jun. 4, 2018
PLI Program #: 218856

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

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

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

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

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


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

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

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

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


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

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

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

 
 


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

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

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

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

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


 


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

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

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

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


Afshin Beyzaee brings together a deep understanding of both corporate and tax issues to provide his clients with holistic solutions to their business and transactional needs. Clients regularly look to Afshin for his innovative and creative approaches to overcoming structural roadblocks and his understanding of the corporate, tax and business issues they confront. Afshin helps clients navigate tax issues that arise in an array of different business contexts. His extensive experience in addressing tax issues in mergers and acquisitions, joint venture, financial distress, real estate and other business contexts allows him to help clients structure their affairs in a tax-efficient manner and avoid costly pitfalls. He also regularly advises companies and service providers on the issues associated with establishing tax-favored “profits interest” arrangements and issuing them to service providers.

His clients have included publicly traded and privately held corporations, S corporations, partnerships, business trusts, limited liability companies, private equity and real estate funds, real estate developers, financial institutions and trade associations.


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

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

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

 


Ari Berk is a Principal in the Passthroughs group in the National Tax Office of Deloitte Tax LLP.  He specializes in the taxation of partnerships and their partners in domestic and cross-border mergers and acquisitions, financing transactions, and restructurings.  Prior to re-joining Deloitte, Ari was an Attorney Advisor in the Office of Tax Legislative Counsel at the U.S. Department of the Treasury, a senior manager in the Passthroughs group in which he is now a Principal, an attorney for the Internal Revenue Service, Office of Chief Counsel in the Passthroughs and Special Industries division, and an associate at Venable LLP.


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


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

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

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

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


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

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

 


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

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

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

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


Christopher is the Principal-in-charge of Deloitte’s Washington National Tax - International Tax Services group.  He regularly advises clients on issues involving foreign currency, loss surrender and utilization, and the design and implementation of principal company structures. He serves multinational companies in a variety of industries specializing in mergers and acquisitions, foreign tax credit planning, financing transactions, repatriation, and the utilization of partnerships in cross-border transactions.  

Prior to joining Deloitte, Mr. Trump was the Assistant to the Branch Chief, Branch 4, in the Office of the Associate Chief Counsel (International) for the Internal Revenue Service. Mr. Trump also worked in the Office of the Associate Chief Counsel (Passthroughs & Special Industries).  He is a frequent speaker and is the author of numerous articles on tax planning for U.S. based multinational corporations.

 


Cliff Warren is Senior 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.


Dr. Daniel Z. Altman is a partner in Sidley Austin’s tax group in New York. Dan represents clients with respect to all tax aspects of domestic and cross-border M&A and corporate restructuring transactions, including tax free and taxable transactions, stock and asset sales, mergers, bankruptcy restructuring, spin-offs, recapitalizations, joint ventures, inbound and outbound investments and IP structuring and utilization. He provides tax advice in a variety of fields, including life insurance, property and casualty insurance, IP, healthcare, real estate, manufacturing, services, asset management and others. Dan also advises clients on all international aspects of U.S. federal income taxation and assists clients in their international tax planning.

Dan received his doctoral degree from Harvard Law School and has published a book on Dispute Resolution under Tax Treaties, in addition to other publications. Dan has recently authored the Bloomberg BNA Portfolio on dual consolidated losses (forthcoming in 2018). In 2006, Dan received the prestigious Mitchell B. Carroll Prize from the International Fiscal Association for his dissertation on the resolution of international tax disputes.

Dan is currently a member of the Executive Committee of the Tax Section of the New York State Bar Association, a member of the U.S. International Advisory Board of Bloomberg BNA and is recommended in Tax: International Tax in The Legal 500 US 2017.


Eric Sloan is a partner in the New York office of Gibson, Dunn & Crutcher and a member of the Firm’s Tax Practice Group. With more than 25 years of broad transactional and structuring experience, Mr. Sloan focuses his tax practice on the use of partnerships in domestic and cross-border mergers and acquisitions, financing transactions, and restructurings. He also has developed substantial experience in initial public offerings, including advising on many "UP-C" IPOs in a range of industries. 

Mr. Sloan has represented four of the largest private equity firms and the two largest privately held companies in the United States, as well as many publicly traded companies. He advised on the first publicly traded "permanent capital fund" launched by a major U.S.-based private equity firm and the first pass-through portfolio company investments made by four of the largest U.S.-based private equity firms. He also has substantial experience in the formation, recapitalization, and sale of domestic and cross-border joint ventures, including the largest joint venture in the United States and numerous private equity portfolio companies. 
 
Mr. Sloan is a Fellow of the American College of Tax Counsel. He currently serves as Co-Chair of the Committee on Partnerships and as an Executive Committee Member of the New York State Bar Association Tax Section. He is Conference Co-Chair of Practising Law Institute's Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances conference, and serves on Bloomberg BNA's Pass-Through Entities Advisory Board. He is a past Chair of the Committee on Partnerships of the American Bar Association’s Section of Taxation. 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. 

Mr. Sloan received his Juris Doctor from the University of Chicago in 1990. He also earned an LL.M. with distinction in taxation from Georgetown University Law Center in 1994. Mr. Sloan is a member of the District of Columbia bar and is not yet admitted to the New York bar. He currently practices under the supervision of the Principals of the Firm.


Glenn is a managing director in the Partnership Tax Business Line of Grant Thornton LLP’s Arlington VA office. From 2015-2017, Glenn served as special counsel to the IRS Associate Chief Counsel - Pass-thrus and Special Industries.  In a previous life, he was a partner at Arthur Andersen from 1993-2002 and at Ernst and Young from 2002-2014.  Glenn also teaches partnership tax at The Georgetown University Law Center and the Villanova School of Law.  Glenn obtained his bachelor of Business Administration from Temple University in 1978 and a JD from Temple University School of Law in 1981.  He has practiced in Dallas, Los Angeles and Washington DC, and is a member of the Texas State Bar and a CPA in Washington DC. 


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


James Chenoweth is a partner in the Houston office of Gibson, Dunn & Crutcher and a member of the firm’s Tax, Private Equity and Energy and Infrastructure practice groups.  
He counsels clients regarding tax-efficient structuring of energy transactions, including transactions involving publicly traded partnerships (also known as master limited partnerships, or ("MLPs")), IPOs and follow-on offerings, as well as acquisitions and dispositions, taxable sales and the formation of joint ventures, particularly in the oil and gas upstream and midstream sectors.

James represents clients regarding the funding, formation, transfer and acquisition of upstream drilling joint ventures in cash and carry transactions and similar arrangements forming "tax partnerships" in various shale plays, including the Eagle Ford, Utica, Three Forks, Marcellus and Niobrara.

In 2017, Chambers USA ranked James as one of three "Up and Coming" attorneys in Texas for the category of Tax, noting sources hail him as "good to work with, very thoughtful and a deep thinker."  He has also been recognized in The Legal 500 U.S. (2013) and Texas Super Lawyer – Rising Star (2008-2009, 2014-2017).

James earned his Juris Doctor in 2004 from New York University School of Law, where he also received his LL.M. in taxation in 2005.  He graduated in 2001 with Honors from The University of Texas at Austin, where he was elected to Phi Beta Kappa and received a Bachelor of Arts degree in government.

 


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

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

 


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

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

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

 


Julie Divola leads Pillsbury’s San Francisco Tax practice.  Her practice focuses on tax aspects of corporate and partnership transactions, including domestic and cross-border mergers, acquisitions, joint ventures and restructurings.  

Julie currently serves as Vice Chair (Publications) for the ABA Section of Taxation and as Editor-in-Chief of The Tax Lawyer.  She is a former Chair of the Corporate Tax Committee of the ABA Section of Taxation and a former member of the Nominating Committee.  She is a Fellow of the American College of Tax Counsel.

Julie is a Lecturer at the U.C. Berkeley School of Law where she teaches Corporate Tax.  She has also taught Corporate Tax as a Visiting Professor at the U.C. Davis School of Law and Tax Policy as an Adjunct Professor at the University of San Francisco School of Law. 

Julie is recognized as a leading tax lawyer in a variety of industry publications including Chambers USA, Who’s Who Legal – International Who’s Who of Corporate Tax Lawyers, The Legal 500, Best Lawyers in America (where she was named San Francisco Tax Lawyer of the Year in 2016), and Euromoney (where she was shortlisted in 2016 for the Americas Women in Business Law Award – Best in Tax).

Julie serves on a number of professional boards, including the advisory board of the New York University Institute on Federal Taxation, the Bloomberg BNA Corporate Advisory Board, and the editorial board of the Practical Tax Lawyer.  She also serves as Secretary and Trustee for the van Löben Sels/Rembe Rock Foundation (a private foundation that promotes social justice causes through legal services and advocacy).


Karen Lohnes is the leader of the PwC Passthrough Group.  She is a fully dedicated specialist in all aspects of Partnership taxation.  Mrs. Lohnes assists clients with joint venture matters, including structuring domestic and foreign partnership acquisitions and disposition transactions.

Mrs. Lohnes has extensive consulting experience in the areas of partnership formation and operational issues, including disguised sales, substantial economic effect analysis and section 704(c) methods.  Her experience also includes treatment of contractual alliances, application of section 197, basis adjustments and section751 analysis.
Prior to joining the legacy firm PricewaterhouseCoopers LLP, Mrs. Lohnes was a tax associate with Covington & Burling where she focused on partnership, corporate and general tax matters.  She also served as a law clerk to US Tax Court Chief Judge Lapsley Hamblen, Jr.

Mrs. Lohnes is a regular speaker at national conferences including PLI, TEI and ABA.  She is a co-author of the BNA on LLCs and author of numerous articles including, “Value equals basis and partners’ distributive share; stuffing, fill-ups, and waterfalls,” and “Controversial Ruling Requires Gain to be Recognized on Distributions From Merged Partnership” both published in Journal of Taxation, “Foreign Partnership: Rules, Issues, and Planning Opportunities Regarding U.S. Filing Requirements,” published in International Tax Journal, “Effecting Capital Gain Treatment on Disposition of a Partnership Interests,” published in the University of Southern California Tax Institute’s Major Tax Planning and “Maximizing Section 197 Amortization in Partnership Transactions” and “To File or Not to File, That is the Question for Foreign Partnerships,” published in The Tax Advisor.  She is a member of the ABA Partnership Tax Committee and is chair of the Partnership Workout Subcommittee.

Education and credentials
Mrs. Lohnes holds a J.D. from Boston University School of Law, where she graduated summa cum laude and served as Editor on the Boston University Law Review.  She also holds a B.S. Accounting from Louisiana State University.


Kat is a tax partner and co-founder of the Tax Controversy Group at Ropes & Gray LLP in Boston. Kat regularly handles disputes with the IRS and other administrative bodies, and assists clients in managing disputes with non-U.S. tax authorities. Kat represents public companies, private investment funds, institutional investors, private companies and high net worth individuals before the IRS, U.S. Tax Court, U.S. Court of Federal Claims and other federal and state courts.

Kat’s practice encompasses a wide range of partnership and international tax issues, with a focus on the asset management and life sciences industries. Kat advises private investment fund managers on structuring and launching funds, and has worked extensively on fund investment and secondary transactions. She also represents public and private clients in ongoing tax issues, as well as merger, acquisition and restructuring transactions.

Kat previously practiced as a CPA with PricewaterhouseCoopers LLP, where she advised venture capital funds and their portfolio companies on tax compliance, planning, and controversy matters.

She was named to the 2016 Boston Business Journal “40 under 40” list and from 2013-2016 was named a Massachusetts Super Lawyers Rising Star

Kat graduated magna cum laude from Georgetown University where she earned her bachelor’s in Accounting, and graduated cum laude from Harvard Law School. 

 


Katharine Moir heads the Tax Practice in Simpson Thacher’s Palo Alto office, providing clients with tax advice in a broad range of transactions, including mergers, acquisitions, joint ventures, formation of private investment funds, and securities offerings. Katharine’s clients include private equity firms such as Hellman & Friedman, Silver Lake Partners, KKR, and Warburg Pincus, as well as leading technology companies such as Alibaba, Dell, and Microsoft. 

Katharine was the lead tax partner for the following transactions:

  • Dell in its $67 billion acquisition of EMC, the largest technology deal to date
  • Hellman & Friedman in its acquisition of MultiPlan
  • Silver Lake Partners and GIC in their $2.6 billion strategic investment in Ancestry.com
  • KKR in its $1.2 billion sale of Alliance Tire Group to Yokohama Rubber
  • Alibaba Group in its going private acquisition of Youku Tudou
  • Interactive Data Corporation in its $5.2 billion acquisition by Intercontinental Exchange
  • Microsoft Corporation in its $19.75 billion debt offering
  • Silver Lake in the establishment of Silver Lake Partners IV, L.P., with $10.3 billion in total commitments, the largest amount ever raised for a technology investment-focused private equity fund
  • Yahoo! in its acquisition of Tumblr
 
Katharine is recognized as a leading tax lawyer by Chambers USA: America’s Leading Lawyers for Business, which noted “She is acclaimed as very knowledgeable and easy to work with. She understands what the client wants, and is practical at getting a deal done.” Recent speaking engagements have included Practising Law Institute’s “Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances” and the TEI-San Jose State High Tech Tax Institute’s “What’s New in High Tech Mergers and Acquisitions.”  

Katharine received her B.A. with honors from Princeton University in 1992 and her J.D. with honors from the University of Chicago in 1996, where she was elected to the Order of the Coif. She is admitted to practice in California, New York and Illinois.
 


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

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

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

Kevin has served as an Adjunct Professor at the University of Houston Law Center and frequently speaks on matters relating to partnership and oil and gas taxation.

 


Martin Pollack is a co-head of the Firm’s global Tax practice and is a nationally recognized authority on federal income tax matters. He has extensive experience in structuring complex private equity and merger & acquisition transactions, and he regularly advises clients on the formation and operation of private equity funds, joint ventures, and other investment vehicles. Mr. Pollack’s practice also involves the tax aspects of bankruptcy and insolvency, leasing transactions, and planning for technology intensive enterprises. 

Mr. Pollack is a frequent lecturer at tax seminars and the author of numerous articles on federal income tax issues. He is the co-author of a treatise, published by Little Brown, analyzing the federal income, estate, gift, and other transfer tax consequences of partnership buy/sell agreements. 

Mr. Pollack has served as an adjunct associate professor of tax law at the New York University School of Law; he is a member of the advisory board of Tax Management; and he is the former Chair of the Partnerships and LLCs Committee of the American Bar Association Tax Section.

Mr. Pollack has received numerous awards including being consistently recognized in tax by Chambers USA, Legal 500 US and Best Lawyers in America. In addition, Mr. Pollack is consistently named among the leading Bankruptcy Tax Specialists in the nation’s major law firms by Turnarounds and Workouts magazine.

Education
• New York University Law (LL.M., 1979)
• University of Pennsylvania Law (J.D., 1976 – Board of Officers of the University of Pennsylvania Law Review)
• Johns Hopkins University (B.A., 1973)
• Johns Hopkins University (M.A., 1973)

 


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

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

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


Phillip Gall is a Principal in the Partnership Transaction Planning & Economics Group in Ernst & Young LLP’s National Tax Department and is located in New York. He focuses on the taxation of partnerships, joint ventures, and limited liability companies. Phillip has significant experience in the formation, operation, and unwinding of these types of entities for large multinationals and for investment funds in both the international and domestic context. 

Phillip also has experience representing clients in connection with federal and state tax controversies involving partnership tax matters.

Phillip is an Adjunct Professor at New York University School of Law, where he has taught partnership tax courses for a number of years. He is also a frequent speaker on partnership tax matters at conferences throughout the country. 

Phillip has published the following articles: Phantom Tax Regulations: The Curse of Spurned Delegations (Tax Lawyer, Winter 2003), Partnership Distributions of Marketable Securities (Tax Notes, Nov. 12, 2007), and most recently, The Mysterious Case of Disappearing Debt in Partnership Transactions (Taxes, March 2012). 

Prior to joining Ernst & Young LLP, Phillip was a Co-Managing Principal for the national partnership tax practice of another Big 4 accounting firm. 

From 1994 until 2009, Phillip practiced law and became the co-head of the law firm’s tax practice. 

Phillip has a B.S.B.A., summa cum laude, from Washington University and a J.D., cum laude, and LL.M. (Tax) from New York University School of Law.

 


Samuel Greenberg is a principal in the national office of Ernst & Young LLP, where he specializes in partnership and pass-thru transaction planning. He has experience in all aspects of federal taxation and concentrates primarily on the use of partnerships in formations, acquisitions, dispositions, mergers and restructurings. He has also worked extensively with ultra-high-net-worth families, investment funds and tax-exempt entities.  Mr. Greenberg is a frequent speaker at industry forums and tax conferences. He also teaches partnership tax at the University of Southern California Gould School of Law and has previously taught income tax timing at Loyola Law School.


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


Background

Brad Seltzer brings nearly 40 years of experience representing Fortune 100 utility, energy and telecom clients in complex tax matters, including tax planning, accounting and controversy. He defends clients in large tax disputes with the Internal Revenue Service (IRS) at both the trial and appellate court levels, and prepares private letter rulings, technical advice requests and accounting method changes for the IRS National Office.

Brad has extensive experience testifying at public hearings on behalf of clients regarding proposed regulations that affect the utility industry, such as interest synchronization, consolidated tax adjustments and the normalization consequences of dispositions or deregulation. He also counsels on tax saving strategies and manages complex tax refund claims, audits, appeals and litigation.

Brad is a frequent speaker on utility and telecom tax topics at various industry conferences and before various trade associations and professional organizations, including the American Bar Association Section of Taxation, the Edison Electric Institute, the American Gas Association, the National Association of Regulatory Utility Commissioners and the IRS.

Brad returns to Eversheds Sutherland (US) after nearly a 20-year stint with Deloitte Tax, where he most recently served as Global and U.S. Tax Leader of its Energy Resources and Carbon Markets groups

 


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


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

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

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

 


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


Ms. Kleinberg is a tax partner in the Northern California office of Davis Polk. Her practice focuses on advice to corporate and private equity fund clients on mergers and acquisitions, joint ventures, spinoffs and reorganizations, as well as cross-border restructurings. She also has significant experience in the areas of corporate finance and derivatives.  Ms. Kleinberg is Vice-Chair for the ABA Tax Section’s Committee of Foreign Activities of U.S. Taxpayers and a Fellow of the American College of Tax Counsel.