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Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2018


Speaker(s): Amy J. Sargent, Andrew J. Dubroff, Andrew L. Gaines, Andrew L. Oringer, Audrey Nacamuli Charling, Blake D. Rubin, Brian W. Reed, Bryan C. Skarlatos, C. Ellen MacNeil, Caroline H. Ngo, Clifford M. Warren, Cristina Arumi, Dana L. Trier, David H. Schnabel, David J. Shipley, David W. Zimmerman, Dean S. Shulman, Deborah L. Paul, Donald E. Rocap, Douglas C. Bates, Ellen McElroy, Eric B. Sensenbrenner, Eric B. Sloan, Eric Solomon, Erika W. Nijenhuis, Gordon E. Warnke, Hal Hicks, Jeffrey W. Maddrey, José E. Murillo, Julie T. Wang, Karen Gilbreath Sowell, Kenneth A. Raskin, Kevin M. Jacobs, Kimberly S. Blanchard, Lewis R. Steinberg, Linda E. Carlisle, Linda Z. Swartz, Lisa A. Fuller, Louis S. Freeman, Marie C. Milnes-Vasquez, Mark J. Silverman, Maurice M. LaBrie, Michael L. Schler, Nicholas J. DeNovio, Peter C. Canellos, Peter L. Faber, Philip B. Wright, Raymond J. Stahl, Richard L. Reinhold, Richard M. Nugent, Robert H. Wellen, Scott M. Levine, Shane M. McCarrick, Stuart J. Goldring, Stuart L. Rosow, Susan E. Seabrook, Thomas A. Humphreys, Thomas F. Wessel, William D. Alexander, William G. Cavanagh, William S. Dixon
Recorded on: Oct. 17, 2018
PLI Program #: 218884

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.


  Profile

  • Amy Sargent is a member of EY’s National Tax Mergers and Acquisitions Group, Transaction Advisory Services based in Washington, D.C.Amy focuses on the federal income taxation of corporations, with an emphasis on issues that span both the mergers and acquisitions practice and the tax accounting practice, including capitalization, transaction costs, contingent liabilities, deferred revenue and troubled company issues.

    Transaction Specific Experience

  • Prior to joining EY, Amy was with the Washington National Tax Office of Deloitte & Touche LLP for two years and prior to that position she was with Arthur Andersen’s Office of Federal Tax Services for five years.
  • Before joining Arthur Andersen, Amy served at the IRS where she held a variety of positions.
  • From 1988 through 1997, Amy was an Assistant Branch Chief and an attorney adviser in the Office of the Assistant Chief Counsel (Income Tax & Accounting) and an attorney adviser in the Office of Assistant Chief Counsel (Corporate).
  • From 1994 through 1997, Amy served as a Trial Attorney with IRS District Counsel in Nashville, Tennessee, where she was appointed as a Special Assistant U.S. Attorney to represent the IRS in Bankruptcy Court.
  • Prior to joining the IRS, Amy was a Trial Attorney with the Department of Justice Tax Division where she represented the IRS in both District Court and Bankruptcy Court

  Education and Memberships

  • Amy received her undergraduate degree from Kansas State University, her JD from Washburn University School of Law and her LLM in Taxation from the University of Missouri – Kansas City.


Andrew L. Gaines is a partner in the firm’s Employee Benefits and Executive Compensation Group.

Andrew advises employers on all aspects of executive compensation and employee benefit plans and their treatment in corporate transactions and in bankruptcy. He counsels investment fund sponsors on ERISA issues associated with the formation of private investment funds and the structuring of underlying investments. Andrew also frequently counsels large institutional pension investors on fiduciary issues arising in connection with investing in private investment funds. He also represents employers and executives in the negotiation of employment and severance agreements.

Andrew has been recognized as a “leading individual” in Employee Benefits & Executive Compensation by Chambers USA for the past six consecutive years, with Chambers calling him “responsive, pragmatic.” He also has been recognized by The Legal 500 USA, by the PLC Which Lawyer? Yearbook, and has been listed in The Best Lawyers in America for Employee Benefits Law and Tax Law (New York City) since 2006.

Andrew is a frequent writer and lecturer on executive compensation and employee benefits topics.


Andrew L. Oringer is a partner and the co-chair of the Employee Benefits and Executive Compensation Group at Dechert LLP.  He is the co-chair of the Employee Benefits Committee of the American Bar Association’s Business Section, the Emerging Issues Coordinator of the Employee Benefits Committee of the American Bar Association’s Section of Taxation, a former co-chair of the Employee Benefits Committee of the Tax Section of the New York State Bar Association and chair of the NYSBA’s Committee on Attorney Professionalism.  Mr. Oringer is a charter member of the Practical Law Employee Benefits and Executive Compensation Advisory Board and was a long-standing member of the Advisory Board for the Bloomberg BNA Benefits Resource Practice Center and for the Tax Management Compensation Planning Journal.  He is a Fellow of the American College of Employee Benefits Counsel, a Senior Fellow from Practice for the Regulatory Compliance Association and an adjunct professor at the Maurice A. Deane Law School at Hofstra University.  He is co-editor of a leading treatise on ERISA fiduciary law and has authored a chapter in a leading treatise on the taxation of nonqualified deferred compensation.  Mr. Oringer is highly rated by a number of key ranking organizations, is included in a widely disseminated list of the Top 100 lawyers in New York City across all practice areas and is a member of The Legal 500 Hall of Fame.


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.


Audrey received a B.A. degree from Dartmouth College and a J.D. degree from Vanderbilt University.  She served as a law clerk for the Honorable Cornelia G. Kennedy of the United States Court of Appeals for the Sixth Circuit.  Following her clerkship, Audrey was an associate at Foley, Hoag & Eliot in Boston, MA, and at McKee Nelson in Washington, DC.  She then became a senior manager at KPMG LLP, where she was a member of the Mergers & Acquisitions Group of the National Tax Department in Washington, DC.  From 2001 through 2005, she was an Attorney Advisor in the Office of Tax Legislative Counsel at the Treasury Department.  In that role, she focused on corporate tax and consolidated return matters. 

Audrey joined GE in February of 2006.  Her first role at GE was in the International Tax Group at GE Corporate.  She then moved to the Mergers and Acquisitions Group and is currently Senior Counsel, Transactional Planning and M&A at GE Corporate.  Her present position focuses on acquisition and disposition transactions as well as internal reorganizations.


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.

 

 


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

During the last several years, Mr. Cavanagh has lectured at numerous conferences and seminars and has written extensively on tax issues.  Mr. Cavanagh's most recent papers and articles include:

“Negotiating Taxable Acquisition Agreements:  Tax Traps for the Unwary (And The Wary Too!),” Practicing Law Institute, 2019

“U.S. Tax Reform In-bound and Out-bound Investments – Who Comes Out on Top,” International Fiscal Association, May 15, 2019

“Hot Tax Topics for 2019 Closely-Held Businesses-Tax Traps and Opportunities,” USC Gould School of Law 2019 Tax Institute, January 28, 2019

“Hot Tax Topics:  Selected Current Federal and State Tax Planning and Tax Litigation Issues,” 76th Annual NYU Institute on Federal Taxation, October 2018

“Tax Cuts and Jobs Act (2017) Hard Hit on Global Supply Chain Structures,” International Tax Institute, Inc., April 10, 2018

“Tax Planning with BEPS:  How Many People Does it Take to Earn Profits Offshore -- – An Interim Report, Plain English Version,” Tax Forum, May 2, 2016

“Partnership Tax Allocations – Theory and Practice” or “Why I don’t liquidate in accordance with capital accounts anymore (no matter what the learned commentators say),” University of Virginia Tax Law Conference, April 11, 2014

“Targeted Allocations Hit the Spot,” Tax Notes, p. 89, October 4, 2010

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


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

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.


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


Cliff Warren is Senior Level Counsel in the Passthroughs division of IRS’ Office of Chief Counsel.  Prior to this position, Cliff was head of tax at KKR.  Before that, he was head of tax at a large NYC hedge fund and a tax leader at the company formerly known as GE Capital.  Cliff is a graduate of Middlebury College, New York Law School and NYU’s LLM program.


Dana Trier is a retired tax partner of Davis Polk & Wardwell, who currently serves as counsel in Davis Polk’s Tax Department in New York City.  His practice focuses on domestic and international tax planning for corporate mergers, acquisitions, joint ventures, spinoffs and private equity investments.  He also has a substantial amount of experience in financial transactions such as convertible debt instruments, equity derivatives, securitization and project finance, and historically has done a significant amount of work involving executive compensation, employee benefits and insurance products.  In addition to his tax planning practice, he has represented clients on ruling and legislative matters and in tax controversies.

Mr. Trier rejoined Davis Polk  after serving as Deputy Assistant Secretary for Tax Policy in the U.S. Treasury Department in the Trump administration, where he oversaw the Office of the Tax Legislative Counsel, assisted in establishing and implementing the legislative goals of the Office of Tax Policy, and coordinated the administrative guidance projects of the Office.  He previously served as the Department’s Acting Deputy Assistant Secretary for Tax Policy, Tax Legislative Counsel and Deputy Tax Legislative Counsel from 1988 to 1989 during the administrations of Presidents Ronald Reagan and George H.W. Bush.

Mr. Trier has been listed as a leading tax lawyer in several legal industry publications, including Chambers Global; Chambers USA; Practical Law Company’s Cross-Border Tax on Corporate Transactions Handbook; Law Business Research’s Who’s Who Legal – International Who’s Who of Business Lawyers; Euromoney’s Expert Guide to the World's Leading Lawyers – Best of the Best U.S.; Tax Directors Handbook; and American Lawyer Media’s Corporate Counsel: Best Lawyers Annual Guide to Tax Law.  He was formerly Chair, Corporate Tax Committee, ABA Section of Taxation, and also served on the Executive Committee of the Taxation Section of the New York State Bar Association and on the Planning Committee for the University of Chicago Tax Conference.  Mr. Trier has also taught a variety of tax courses at Georgetown University Law Center, Columbia University Law School and University of Miami Law School, including corporate and partnership taxation, consolidated returns, taxation of property transactions and international taxation.

Mr. Trier graduated from Indiana University, where he majored in history and economics and graduated Phi Beta Kappa.  He did graduate work in history and international affairs at Princeton University, and received his law degree from the University of Michigan Law School, where he was note editor of the law review.  More recently, he did graduate work in applied economics at Johns Hopkins University where he received an M.A. in applied economics.


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

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

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


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

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

REPRESENTATIVE ENGAGEMENTS

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

RANKINGS AND RECOGNITION

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

AFFILIATIONS

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


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

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

Representative Matters

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

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


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

Ms. Paul is the 2019 Chair of the Tax Section of the New York State Bar Association and a frequent speaker at Practising Law Institute, International Fiscal Association, New York State Bar Association and other conferences on tax aspects of mergers and acquisitions and related topics.  She is rated a leading tax lawyer by Chambers USA, Super Lawyers, the Legal 500 and Who’s Who Legal

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


Ellen MacNeil is the Managing Director of US National Tax for Andersen and is a member of the Board of Directors of Andersen Global. She has over 30 years of experience in tax consulting for major U.S. businesses. Prior to joining Andersen Tax she was a Partner with Deloitte and with Arthur Andersen in their National tax practices.

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

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


Ellen advises clients on federal tax matters for businesses, primarily tax accounting concerns, accounting method considerations, and compliance and reporting issues. She regularly counsels clients on the proper tax treatment of costs associated with tangible property (including the treatment of repair costs), intangible property (including acquisition costs and recovery) and corporate transaction costs.

Ellen regularly represents clients before the Internal Revenue Service (IRS), including representation at the IRS National Office with private letter rulings and technical advice. She also represents a number of clients in controversy matters before the Examination and Appeals divisions, including matters involving Pre-Filing Agreements, Fast Track Appeals and the Compliance Audit Program.

Prior to entering private practice, Ellen led the transaction cost review practice for a Big Four accounting firm, where she worked on accounting methods and inventory matters for Fortune 500 companies. She also worked for the IRS Office of Chief Counsel where, over an eight-year government career, she developed and drafted legislative and regulatory proposals, supervised congressional investigations and administered Government Accountability Office audits involving the IRS. She also drafted regulations, revenue rulings, and other legal advice.

She frequently speaks before Tax Executives Institute (TEI) and federal and state bar groups on topics such as capitalization, treatment of transaction costs, inventory and accounting methods, and tax developments affecting health care organizations.

 

Awards and Rankings:

Recognized by The Legal 500 United States in the area of U.S. taxes: non-contentious 

Professional Activities:

  • Member, American Bar Association, COGS, Tax Accounting, Nominating and Administrative Practices Committees, Past Chair, Tax Accounting Committee
  • Federal Bar Association, Section on Taxation Tax Law Conference Steering Committee
  • Fellow, American College of Tax Counsel
  • Adjunct professor at Georgetown University Law Center

Recent Publications:


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

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

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

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


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.


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

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

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


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.

 


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

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

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


Jeff Maddrey is a principal in the National Tax Office of PricewaterhouseCoopers LLP. Jeff advises on international and financial transaction planning issues.  In addition, Jeff has a significant ruling and controversy practice that in financial products matters.  Jeff works extensively with alternative asset managers on both trading and tax structuring issues as well as with US and foreign headquartered multinationals.

Jeff began his career at the IRS National Office as an attorney-advisor in the Financial Institutions and Products division of the National Office.  While there, Jeff participated in drafting significant regulations addressing tax accounting for debt instrument and derivatives.  From 1997 to 2000, Jeff moved to the United States Treasury Department’s Office of Tax Policy where he was first an attorney-advisor and then an Associate Tax Legislative Counsel.

Jeff is a member of the New York State Bar Association Tax Section Executive Committee and a co-chair of its Financial Transactions Committee.  Jeff is a past chair of the ABA Financial Transactions committee.  Jeff is a regular speaker at tax conferences, has authored numerous articles addressing taxation of derivatives, and has authored a Bloomberg BNA Portfolio (Maddrey, 181 T.M. Time Value of Money – Holders of Debt Instruments.) 

Jeff received his L.L.M. from Georgetown University, his J.D. from University of Maryland School of Law, and his B.A. from Duke University.


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.

 


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

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

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


Kevin M. Jacobs is a Senior Technician Reviewer (TCJA) with the Office of Associate Chief Counsel (Corporate) at the IRS.  He is currently assisting in overseeing Corporate’s guidance under TCJA. In addition, he advises the Associate Chief Counsel on all technical matters within the office’s jurisdiction.  Historically, Kevin’s core practice focused on transactional planning, earnings and profits, the allocation and recovery of basis, troubled companies issues, and debt-equity determinations. 

Before joining the Service, Kevin worked at international law firms in Washington, D.C.  Kevin earned his J.D. from the University of Florida Levin College of Law, and an LL.M. in Taxation from New York University School of Law.


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

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

As a banker, Mr. Steinberg has been involved in a number of significant M&A transactions, including SPX’s proposed spin-off of its Flow business, GTECH’s acquisition of International Game Technology Inc., Imperial Tobacco’s acquisition of U.S. cigarette brands from Lorillard Inc. and Reynolds American Inc., Energy Transfer’s acquisition of Susser Holdings, Albertson’s acquisition of Safeway Inc., Rayonier’s spin-off of its Performance Fibers business, Paladin’s sale to Endo Health Solutions, Berry Petroleum’s sale to LINN Energy and Liberty Global’s acquisition of Virgin Media.

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

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


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


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

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

  • Procter & Gamble in the split-off and tax-free merger of its Specialty Beauty business with COTY in a Reverse Morris trust transaction; the tax-free exchange of its Duracell business for P&G shares held by Berkshire Hathaway; the sale of the Pringles Group to Kellogg; the proposed tax-free distribution and acquisition of its Snack business to Diamond Foods; and the tax-free distribution and immediate acquisition of its Folgers Coffee business by J.M. Smucker;
  • U.S. Treasury Department Presidential Task Force on the Auto Industry with respect to the bankruptcy filings of General Motors and Chrysler;
  • LyondellBasell as lead debtor’s counsel in its chapter 11 case;
  • Northwest Airlines in its chapter 11 cases;
  • JPMorgan in the Centro Properties restructuring an in the Stations Casino chapter 11 cases; and
  • Pfizer in its acquisitions of Wyeth, Warner-Lambert and Pharmacia, and the respective sales of its Capsugel and consumer health businesses.

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


Lisa Fuller is the Acting Deputy Associate Chief Counsel in the Office of Associate Chief Counsel (Corporate).  Ms. Fuller joined Corporate in 2000, serving as an Assistant Branch Chief from 2001 to 2005, as a Senior Counsel from 2005 to 2010, as a Branch Chief from 2010 to 2016, and as a Special Counsel from 2016 to 2018, when she became the Acting Deputy Chief Counsel (Corporate).  Prior to joining the IRS, Ms. Fuller was an Associate at Fried, Frank, Harris Shriver & Jacobson, in Washington D.C., and prior to that, she was an Associate at Sutherland, Asbill & Brennan in Washington, D.C.  Ms. Fuller’s practice areas include domestic corporate reorganizations, incorporations, and liquidations; corporate distributions and redemptions; and taxable acquisitions and dispositions.  (J.D., Magna Cum Laude, Cornell Law School 1992; B.A., Summa Cum Laude, English and Spanish, Kent State University 1985, Phi Beta Kappa.)


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

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

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

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


Marie Milnes-Vasquez is Special Counsel to the Associate Chief Counsel (Corporate). Her portfolio includes overseeing the office’s guidance program and supervising drafting teams working on guidance pertaining to topics throughout the jurisdiction of ACC (Corporate), including TCJA matters.  In addition, she advises the Associate Chief Counsel on all technical matters within the office’s jurisdiction. 

Marie’s core practice has historically focused on consolidated returns, tax attribute issues, and troubled company issues, such as sections 382 and 108, and G reorganizations.  She has drafted or co-drafted numerous regulations in the consolidated return and subchapter C areas, including the SRLY regulations, the consolidated section 108(b) attribute reduction regulations, and the section 355 predecessor and successor rules.  Most recently, Marie has been integrally involved in the development of regulations under GILTI, BEAT, FDII, and numerous other TCJA provisions.

Marie previously worked in Field Counsel, where she served as the Industry Counsel for Consolidated Return Issues.  She remains actively involved in tax litigation and other controversy matters.  

Before joining the Service, Marie served as law clerk to the Hon. Laurence J. Whalen of the United States Tax Court, and she was later associated with Baker & McKenzie's Washington DC office. Marie earned her J.D. from Harvard Law School and her LL.M. from Georgetown University Law Center. 


Maurice M. LaBrie is an Assistant Branch Chief in the Office of Associate Chief Counsel (Corporate), where he works on issues involving Subchapter C and consolidated return regulations.  Maurice received an LL.M., with distinction, from Georgetown University Law Center, a JD from the Touro College Jacob D. Fuchsberg Law Center, Summa Cum Laude, a Master of Arts in Education from Adelphi University, and Ordination and undergraduate and graduate degrees in Rabbinic Literature and Jewish Studies from the Rabbinical Seminary of America.


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


Mr. 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).


Mr. Schnabel is the chair of Davis Polk’s Tax Department. He advises clients on a full range of transactions, including M&A, spinoffs, financing, PIPEs, partnerships and S corporations, joint ventures, fund formation and inversions. He is a former Chair of the Tax Section of the New York State Bar Association, a member of the Planning Committee of the University of Chicago Law School Tax Conference, a Fellow of the American College of Tax Counsel and a frequent speaker and writer on the tax aspects of M&A and private equity and various tax issues.  


Mr. Sensenbrenner has extensive experience in assisting clients in the planning and execution of mergers, acquisitions and spin-offs, and in structuring cross-border investments and capital markets transactions.

Mr. Sensenbrenner regularly advises U.S. and international multinational companies in connection with cross-border mergers and acquisitions, and post-acquisition restructuring and integration transactions, and represents clients in connection with structuring cross-border investments, including the formation of U.S. and foreign joint ventures. Mr. Sensenbrenner also regularly advises clients with respect to international tax planning matters generally, including subpart F, the foreign tax credit and transfer pricing. He is a frequent author and lecturer on topics related to corporate and international taxation.

Mr. Sensenbrenner repeatedly has been selected for inclusion in Chambers Global: The World’s Leading Lawyers for Business and Chambers USA: America’s Leading Lawyers for Business, and also has been named in Who’s Who Legal: Corporate Tax. He was a member of the deal team recognized by the Daily Journal with a 2016 California Lawyer Attorneys of the Year award for innovative work on behalf of Broadcom Corporation in its acquisition by Avago Technologies, which was named the Americas Technology and Telecom Tax Deal of the Year at the 2016 International Tax Review Americas Awards


Nicholas J. DeNovio, Global Chair of Latham & Watkins’ International Tax Practice, is a partner in the Washington, D.C. office and member of the Audit Committee and Strategic Client Committee.

Mr. DeNovio advises large domestic and international corporations on cross-border transactions involving mergers and acquisitions, spin-offs, financings, and group structuring. He has represented a number of the world's leading corporations on multi-billion dollar transactions covering jurisdictions around Europe, Asia, and the Americas.

Mr. DeNovio began his career in private practice in New York City and became a partner at a global law firm. He is a member of the board for the George Washington University (GWU)/Internal Revenue Service (IRS) International Tax Program and served as Chair of the University of Chicago’s Federal Tax Conference from 2012 – 2014.

Mr. DeNovio is consistently ranked by The Legal 500 US, Chambers USA and Super Lawyers as one of the leading tax lawyers in the District of Columbia. In addition, The Legal 500 US and Chambers Global regularly recognize him for his international tax work.

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


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

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

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

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

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

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


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

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

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


PRACTICE

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

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

SELECTED PROFESSIONAL AND BUSINESS ACTIVITIES

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

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

BAR ADMISSIONS

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


Richard Nugent has 20 years of experience advising parties on the tax aspects of public and private M&A deals, spin-offs, and internal restructurings and advising debtors and creditors within and outside bankruptcy. He also advises on financings and other capital markets transactions, partnerships, REITs, and real estate deals.

Richard recently advised Wabtec in its $11.1 billion RMT with GE Transportation (and related financings); the term loan lenders in the iHeart bankruptcy; Procter & Gamble in its $4.2 billion acquisition of Merck KGaA's worldwide consumer health business and its acquisitions of This is L. and Snowberry; Conagra Brands in its $10.9 billion acquisition of Pinnacle Foods (and related financings); The Carlyle Group in its sale of Signode Industrial Group for $4 billion; Eagle Tree Capital in several private equity transactions (and related financings); and the term loan lenders in the Sungard, Catalina, David's Bridal, and rue21 bankruptcies.

Before joining Jones Day, Richard worked on many notable transactions, including advising Procter & Gamble on the tax-free RMT dispositions of its specialty beauty business to Coty and its Folgers coffee business to Smucker, the tax-free split-off of Duracell to Berkshire Hathaway, and the sale of Pringles to Kellogg; the Treasury Department in the General Motors and Chrysler bankruptcies; Pfizer in several acquisitions and dispositions; and LyondellBasell in its bankruptcy.

Richard is a member of the Tax Forum and the Executive Committee of the NYSBA Tax Section and speaks regularly at the Practising Law Institute (PLI) on REITs.


Scott Levine advises on the tax aspects of corporate transactions, including international and domestic mergers and acquisitions, leveraged buyouts, spin-offs and other divestitures, restructurings, financings, and joint ventures. He also has negotiated private letter rulings with the Internal Revenue Service in the corporate, international, financial instruments, and energy credit tax areas. He has advised on the tax aspects of structuring cross-border acquisitions and financial instruments.

Scott advised Procter & Gamble on the sale of its pet foods business to Mars, Essilor in its buyout of PPG's interest in Transitions, and Lam Research on its acquisition of Novellus Systems. In the renewable energy sector, he advised SunPower on its acquisition of PowerLight and Solyndra on issues related to solar energy credits. Other representative clients include Abbott Labs, Albemarle Corporation, Bank of America, Celgene, Dow Corning, Laureate Education, Monsanto, and T-Mobile.

Before joining Jones Day, Scott was a senior manager in KPMG's national tax office.

Scott is currently an adjunct professor of law at the Georgetown University Law Center in Washington, D.C. and the International Tax Center at Leiden University in the Netherlands, where he teaches courses on corporate taxation. He has lectured at internal continuing professional education programs and frequently participates as a panelist on programs addressing a wide range of topics from corporate tax to energy credit issues.

Scott is an active member of the ABA’s Tax Section, the vice chair of the ABA’s Corporate Committee, and the primary author of several comment letters including the ABA’s recent letters on the proposed GILTI regulations, the temporary section 245A regulations, the final GILTI regulations, and the proposed opportunity zone regulations as they related to corporate and consolidated issues.  Scott was a member of the D.C. Bar Tax Section's Steering Committee and chair of the Tax Section's Corporate Tax Committee.  He has been the Chair of the DC Bar’s Annual Tax Reform Conference since its inception in 2017.


Shane McCarrick is a Senior Counsel in the Office of Associate Chief Counsel (International), Branch 4.  He specializes in the taxation of cross-border mergers, acquisitions, and other restructurings, as well as dual consolidated losses and the hybrid mismatch provisions.  He has been working in Branch 4 since 2011.  Mr. McCarrick received his Juris Doctor, magna cum laude, from George Mason University School of Law and his Bachelor of Arts degree in economics and political science from Hood College.


Susan Seabrook provides innovative solutions and strategies to a wide variety of complex tax issues faced by insurance companies, reinsurers, financial institutions and other large multinational corporations. With more than 25 years of experience, she advises on highly technical Internal Revenue Service (IRS) procedural, controversy and tax litigation matters, representing clients in all phases of examination, audit, discovery and administrative appeals.

With clients that span a variety of industries—including healthcare, finance, energy, life sciences and leasing—Susan regularly counsels on large-scale mergers and acquisitions, insurance and reinsurance transactions (life and non-life), Subchapter L issues, captives, general corporate transactional tax planning, structuring and restructuring, and tax risk assessments.

Prior to entering private practice, Susan worked for a Big Four accounting firm and the IRS Office of Chief Counsel where, for nearly 10 years, she served as a senior trial attorney and attorney advisor in the insurance branch of the Financial Institutions and Products division. As a senior trial attorney, she tried many cases and served as counsel to an IRS Exam team in a joint audit with the Japanese National Tax Administration.

A widely respected thought leader, Susan is a frequent speaker and panelist on IRS practice, controversy and tax litigation matters, and appears regularly before industry groups and at insurance tax conferences.

Awards and Rankings:

  • Recognized by The Legal 500 United States in the area of tax controversy (2009-2011, 2014, 2018)
  • Recipient, IRS Special Act Award (1994, 1995, 1996)
  • Recipient, IRS Performance Award (1997, 1999)

Professional Activities:

  • Member, American Bar Association, Section of Taxation
  • Member, Federal Bar Association, Section of Taxation
  • Member, National Association of Women Lawyers
  • Vice President and Secretary, Insurance Tax Conference
  • Master, Edgar Murdock (Tax Court), American Inns of Court


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

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

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


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. 


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


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

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

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

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


José is the leader of the International Tax Services (ITS) practice, Washington, DC at Ernst & Young LLP, the US EY member firm. He also serves as the National Director of Technical Services for ITS. José practices primarily in the area of cross-border acquisitions, dispositions and restructurings.

Prior to his current role, José was a member of the Treasury Department’s Office of Tax Policy, where he assisted in the development of international tax policy, Treasury regulations and other guidance and in negotiating income tax treaties.

Before serving with the Treasury Department, he was a member of Ernst & Young LLP’s International Tax Services practices in Houston and Washington, DC.

José is a frequent contributor to tax publications and a presenter at internal and external international tax seminars and conferences.

 


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.


For over 20 years, Cristina Arumi has been focusing her practice on the tax aspects of capital markets and M&A transactions involving real estate investment trusts (REITs), real estate funds, and joint ventures in addition to tax components of foreign investment in U.S. real estate.

She regularly advises both public and private REITs, including mortgage REITs, closely held real estate companies, real estate funds, and non-U.S. real estate investors on a variety of matters. She has worked on multiple transactions involving mergers and acquisitions, the formation and initial public offering of UPREITs, REIT conversions, rollup transactions, downREIT transactions, and public debt and equity offerings.

Cristina also advises a number of REITs on ongoing operating matters, including compliance with tax protection agreements in the course of subsequent transactions and refinancings, and has years of experience representing clients in requests for private letter rulings from the IRS, as well as experience representing REITs and taxable REIT subsidiaries undergoing IRS audits.

Cristina advises non-U.S. clients – individuals, foreign pensions, and sovereign investors – of the U.S. tax implications of investments and operations in the United States, including the Foreign Investment in Real Property Tax Act (FIRPTA). She also advises both U.S. and non-U.S. clients regarding U.S. tax implications on a variety of cross-border transactions.

Before re-joining Hogan Lovells in March 2019, Cristina was a principal of Ernst & Young LLP's National Tax Department for six years. Prior to that, she was a partner and the global leader of the Tax practice area at Hogan Lovells. During her initial 17 years at the firm, Cristina advised on the tax aspects of many of the most complex and high-profile real estate-related transactions in the industry.


Caroline H. Ngo works principally with Fortune 500 companies and is a go-to advisor for some of their most complex tax issues.  She specializes in global tax planning, cross-border mergers and acquisitions, and international tax matters.  Caroline is Co-Leader of McDermott’s International Tax practice.

Caroline is nationally recognized for her deep knowledge of her field and is regularly invited to speak at significant forums on corporate and international tax issues. In her commitment to the development of others, Caroline has served or is currently serving as a mentor for nearly all of the associates in the McDermott Washington Tax Group.


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.  


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


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.


 


Kim Blanchard is a partner in Weil’s Tax Department whose practice encompasses a variety of largely international transactions involving corporate acquisitions and mergers, internal restructurings, business formations and joint ventures. Ms. Blanchard also advises domestic, foreign and multinational clients in connection with venture capital investment and fund formation, partnerships, real estate and exempt organization issues.

Ms. Blanchard has lectured and published extensively on topics ranging from international tax planning for U.S. businesses to the special tax issues facing foreign persons, pension plans and other exempt investors who invest in U.S. private equity partnerships and in U.S. real estate.

Ms. Blanchard is consistently recognized as a leading Tax lawyer by Chambers USA, Chambers Global, Legal 500 US, Best Lawyers in America and The Best of the Best USA.  She is a former Chair of the New York State Bar Association Tax Section and past President of the International Tax Institute. She is the author of the Tax Management Portfolio on PFICs, a “Leading Practitioner Contributor” to the Tax Management International Journal and a member of Practical Law Company’s U.S. advisory board. In addition, Ms. Blanchard is a member of the Board of Trustees of the American Indian College Fund and of the Board of Directors of the Girl Scouts of Greater New York.

 


Mr. Bates joined the Office of Chief Counsel in 2001.  From 2012 until 2016 he was the Senior Technician Reviewer for Branch 6 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.  In 2016 he became the Branch Chief for Branch 4 in the Office of the Associate Chief Counsel (Corporate).  Mr. Bates received his J.D. from George Mason University School of Law.