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Tax Cuts and Jobs Act Update 2018: Issues for U.S. Businesses and Individuals


Speaker(s): Bryan P. Collins, Christine Turgeon, Dana L. Trier, David H. Schnabel, Douglas C. Bates, Elizabeth Pascal, Jane Rohrs, Jodi J. Schwartz, John J. Lutz, John P. Moriarty, Joseph M. Pari, Julie A. Divola, Karen Gilbreath Sowell, Megan L. Brackney, Michael J. Hilkin, Michael K. Yaghmour, Michael T. Mollerus, Peter A. Furci, Peter L. Faber, Philip Wagman, Phillip Gall, Sara B. Zablotney
Recorded on: Apr. 19, 2018
PLI Program #: 242023

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.


Jodi J. Schwartz is a partner at the law firm of Wachtell, Lipton, Rosen & Katz where she specializes in the tax aspects of the corporate transactions and mergers and acquisitions that are the firm’s primary practice.  She is a magna cum laude graduate of the University of Pennsylvania Law School where she served as an editor of the Law Review and has an LL.M in Taxation from New York University, and an M.B.A. from the Wharton School.  Ms. Schwartz is an Executive Committee member of the New York State Bar Association Tax Section where she was a past Chair.  She is a frequent lecturer and writer on federal income tax issues.


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

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

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

 

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

 

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

 


Julie Divola leads Pillsbury’s San Francisco Tax practice.  Her practice focuses on tax planning for business and financial transactions, including domestic and cross-border mergers, acquisitions, joint ventures and restructurings.  

Julie is active in the ABA Section of Taxation where she serves on numerous committees and has served as Vice Chair (Publications) and Chair of the Corporate Tax Committee.   She serves as a Fellow and Regent for the American College of Tax Counsel and as a Trustee of the American Tax Policy Institute.

Julie is a member of the advisory board of the New York University Institute of Federal Taxation, a member of the Bloomberg BNA Corporate Taxation Advisory Board, and a member of the editorial board of the Practical Tax Lawyer.  Julie has taught Corporate Tax as a Lecturer at the U.C. Berkeley School of Law and as a Visiting Professor at the U.C. Davis School of Law. 

Julie is recognized as a leading tax lawyer in a variety of industry publications including Chambers USA, Who’s Who Legal, The Legal 500, Best Lawyers in America, and Euromoney.

Julie also serves as Secretary and Trustee for the van Löben Sels/Rembe Rock Foundation, a private foundation that promotes social justice causes through legal services and advocacy.


Karen 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.

 


Megan L. Brackney concentrates her practice in the areas of civil and criminal tax controversies.  Ms. Brackney received her J.D. from the University of Kansas School of Law and her LL.M. in Taxation from New York University.  Ms. Brackney teaches Tax Procedure as an adjunct professor at New York University.  Ms. Brackney is the Vice Chair of Committee Operations for the American Bar Association Section of Taxation, a member of the New York State Bar Association Tax Section’s Executive Committee, and a Fellow of the American College of Tax Counsel. 


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


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.  


Peter Furci is co-chair of Debevoise’s global tax practice. He specializes in M&A, investment fund formation and general corporate transactions. He works closely with Debevoise’s Private Equity, Family Enterprise, Corporate M&A and Latin America Groups, and is proficient in Portuguese, Spanish and Italian.

A frequent writer and speaker on tax and private equity topics, Peter is an adjunct professor of tax law at New York University Law School and serves on the Executive Committee of the New York State Bar Association Tax Section.  Peter is a fellow of the American College of Tax Counsel.

Peter joined Debevoise in 1995 and became a partner in 2003. He has a B.A. cum laude from Dartmouth College and a J.D. magna cum laude from New York University, where he was a member of the Order of the Coif and the Tax Law Review. He received his LL.M. in Taxation from New York University in 1999.


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.


Phillip Gall is a Principal in the Partnership Transaction Planning & Economics Group in Ernst & Young LLP’s National Tax Department and is located in New York. He focuses on the taxation of partnerships, joint ventures, and limited liability companies. Phillip has significant experience in the formation, operation, and unwinding of these types of entities for large multinationals and for investment funds in both the international and domestic context.  Phillip is an Adjunct Professor at New York University School of Law, where he has taught partnership tax courses for a number of years, and is a member of the Executive Committee of the New York State Bar Association Tax Section. Phillip has a B.S.B.A., summa cum laude, from Washington University and a J.D., cum laude, and LL.M. (Tax) from New York University School of Law.


Sara Zablotney is a partner in the New York office of Kirkland & Ellis LLP.  She focuses her practice on the tax aspects of mergers, acquisitions, divestitures, joint ventures and spin-offs, both domestic and cross-border. She also advises clients on the tax aspects of securities issuances, bankruptcy and restructuring, and investment fund formation. 

Sara was recognized by Chambers USA for Tax [NY] from 2017–2018, as a Law360 MVP for Tax in 2017, as a “Rising Star” by Law360 for Tax Law in 2014, and is recommended by The Legal 500 U.S.  Sara received her B.A. from Duke University (magna cum laude) in 1999 and her J.D. from New York University School of Law (cum laude) in 2002, where she received the Leonard J. Schreier Memorial Prize in Ethics and the Norma Z. Paige Award.  She speaks frequently on topics relating to mergers and acquisitions and private equity.  She is a member of the New York State Bar Association Tax Section’s Executive Committee, where she is Co-Chair of the Partnerships Committee.  She currently sits on the Advisory Board for the Kenan Institute of Ethics at Duke University, and formerly sat on the Advisory Board for the Sarah P. Duke Gardens.


Mr. Moriarty has twenty nine years of experience in the Internal Revenue Service’s Office of Chief Counsel where he presently serves as the Associate Chief Counsel (IT&A).  Before joining the Service, he was in private practice with a focus on federal income taxation and securities law.  He is co-author of Regulation of Financial Planners (Clark Boardman, Securities Law Series, 1991).  Mr. Moriarty received an LL.M. in Taxation and a J.D., cum laude, from the Georgetown University Law Center and a B.A. in Statistics and International Studies from The American University.


Cristy Turgeon joined PricewaterhouseCoopers LLP (PwC) as a Washington National Tax Services (WNTS) partner in 2002.  She currently leads the Firm’s Accounting Methods and Inventory practice for the Metro region, as well as the Firm’s Revenue Recognition initiative for the Tax line of service. Based in New York City, Cristy advises clients primarily in the New York metropolitan area on federal tax matters and assists those clients with accounting method and inventory studies. Cristy also has national responsibility for consulting on federal tax issues and assisting clients identify and defend federal tax planning opportunities, particularly for clients in the pharmaceutical and entertainment, media and communications industries.

Prior to joining PwC, Cristy served for four years as Senior Tax Law Specialist in the Department of Treasury’s Office of Tax Policy.  At Treasury, Cristy developed, reviewed, and analyzed tax legislation and administrative guidance addressing a wide array of tax accounting method issues, including intangible and tangible capitalization, depreciation, inventories, uniform capitalization, long-term contracts, accounting periods, timing of income recognition, timing of deductions, and other accrual accounting issues. In this role, she worked extensively with the Joint Committee on Taxation and the Internal Revenue Service’s Offices of Chief Counsel and Division Counsel with respect to matters of tax accounting method policy. Prior to joining Treasury, Cristy was a Senior Manager in the Federal Tax Services group in the WNTS office of Price Waterhouse LLP, where she was responsible for advising Fortune 500 companies on tax accounting method issues and for monitoring tax accounting method developments.

Cristy is a frequent speaker on tax accounting matters, and has authored numerous articles on accounting methods, inventories, and revenue recognition and three BNA Portfolios. Cristy received a Bachelor in Business Administration (cum laude) in Accounting from Baylor University and a Masters of Science (with honors) in Taxation from American University. She is a Certified Public Accountant, and an active member of the Tax Accounting Committee of the American Bar Association and the Tax Division of the AICPA, including serving as past Chair of the AICPA Methods and Periods Technical Resource Panel and as a past member of the AICPA Tax Executive Committee.


Jane Rohrs is a Director for the Federal Tax Accounting Periods, Methods & Credits Group in the Washington National Tax office of Deloitte Tax LLP. Jane has over 25 years of experience and specialization in the areas of income and expense recognition, capitalization, amortization/depreciation, accounting method changes, and accounting periods.  She was formerly a member of staff of the Joint Committee on Taxation, where she assisted members of the majority and minority parties in both houses of Congress on domestic tax legislation. Jane also served as Executive Director of another firm’s National Tax Accounting Methods and Inventory group, focusing on advising large corporations and partnerships on accounting method issues in transaction, controversy, compliance, and tax planning.  

Jane is a co-author of 509 T.M. “Principles of Capitalization” (BNA Tax Management Portfolio), as well as numerous articles on tax accounting issues. She is currently the chair of the chair for the AICPA’s Accounting Methods and Periods Tax Resource Panel.  Jane is a co-author of Jane is also the author of numerous articles on accounting method issues.


John T. Lutz advises clients on federal and state taxation, particularly the taxation of structured finance, derivative, structured products and hedge funds. He also counsels clients on matters related to tax examinations and controversies, insurance products, investment tax credits, conventional US and cross-border securities offerings, and corporate mergers and acquisitions. John is partner-in-charge of the New York office.

John handles all aspects of developing derivatives products and new structures for financings and other capital market transactions, including the structuring of cross-border tax-advantaged financings and asset-backed securities. He represents banks and investment managers in connection with collateralized loan obligations, structured notes and repackagings. 

John is a recognized leader in the tax aspects of municipal derivatives and tax-exempt bond securitizations. He provides tax advice to derivative products dealers in the domestic and cross-border contexts, advising on US and international tax issues related to equity swaps, repurchase agreements, structured notes and offshore structured finance vehicles. 

Internationally, John provides advice to banks, insurance companies, hedge funds, investment managers, sponsors and other market participants in a wide variety of investment transactions.
Previously, John served as chief counsel to US Senator Jeff Chiesa.

Recognition

  • Chambers USA 2017
  • The Best Lawyers in America 2012 to 2018, Tax Law
  • Super Lawyer 2009 to 2017
  • The Legal 500
  • World Tax, International Tax Review 2017
Community
  • American College of Tax Counsel, fellow
  • New York State Bar Association, Tax Section, Executive Committee (2000 to 2004, 2008 to 2017)
  • American Bar Association
  • International Tax Institute, board member

 


Michael Hilkin is an associate in the State and Local Tax Group in the New York office. His practice focuses on tax transactions and controversies at the audit, administrative, and judicial levels.

Mr. Hilkin’s practice encompasses matters regarding sales and use taxes, property taxes, franchise and income taxes, gross receipts taxes, insurance taxes, telecommunication taxes, and unclaimed property, among others.

Mr. Hilkin has written and spoken on various state and local tax issues, and regularly writes for the firm’s newsletter New York Tax Insights.

Mr. Hilkin received his J.D. from the University of Iowa College of Law, where he was elected to the Order of the Coif and was the administrative editor of the Iowa Law Review. He received his B.A. summa cum laude from the University of Northern Iowa.

Education

  • University of Northern Iowa (B.A., 2006)
  • University of Iowa College of Law (J.D., 2009)

Recent Publications
  • “Tribunal Holds Temporary Apartment Constituted a Permanent Place of Abode,” MoFo New York Tax Insights, Volume 9, Issue 2, February 2018.
  • “Tribunal Holds That Retailer Must File Combined Reports with Related Intellectual Property Licensing Company,” MoFo New York Tax Insights, Volume 8, Issue 10, October 2017.
  • “Tribunal Holds That Insurance Payments Paid to Captive Insurance Company Are Not Deductible,” MoFo New York Tax Insights, Volume 8, Issue 9, September 2017.

Recent Speaking Engagements
  • COST Southwest West Regional State Tax Seminar, “Audits – Practices and Tips for Establishing the Best Case for Protest” (Dallas, Texas; June 28, 2017).
  • Philadelphia Bar Association, “Nexus: Where the States Are and Where They Are Going” (Philadelphia, Pennsylvania; June 21, 2017).
  • New Jersey State Bar Association Annual Meeting, “New Jersey Sales Tax Basics” (Atlantic City, New Jersey; May 19, 2017).
 


Michael Yaghmour is a principal in Ernst & Young’s National Tax Department in Washington, D.C.  At EY, he is a member of the International Tax Services Capital Markets practice where he focuses on the taxation of financial transactions and instruments, including the taxation of debt instruments, foreign currency transactions, and derivative instruments. Mr. Yaghmour is a contributing author on the “Federal Income Taxation of Debt Instruments,” the leading treatise on that subject.  He is a former chair of the Financial Products Committee of the D.C. Bar Tax Section. Prior to joining EY, Mr. Yaghmour was a member of PwC’s National Tax Services office in Washington D.C.  Mr. Yaghmour has also worked as a tax attorney with Fannie Mae and began his career as an associate with Dewey Ballantine, LLP. Mr. Yaghmour speaks frequently at tax industry meetings on financial transactions and has authored several articles on the subject.


Philip Wagman is a partner in Clifford Chance's New York office. His practice focuses on the tax aspects of domestic and cross-border mergers, acquisitions, joint ventures, restructurings and financings.  He has represented clients in public and private, taxable and tax-free mergers, acquisitions and other corporate transactions in a range of industries.  He also regularly advises on structured finance and securitization transactions, equipment leasing, securities offerings and other financing transactions.

Mr. Wagman is recognized as a leading lawyer in Chambers USA: America’s Leading Lawyers for Business.  He is a member of the Executive Committee of the New York State Bar Association's Tax Section. He received his B.A. in 1991 from Yale College and his J.D. in 1994 from Yale Law School.  He also received an LL.M. in Taxation in 2001 from New York University Law School. 


Liz concentrates her practice in tax law with a focus on New York State, New York City, and multistate tax issues. She assists individual and business clients with New York State and New York City audits, including residency, sales tax, unincorporated business tax, commercial rent tax, and corporate tax audits. Liz has also helped many clients successfully navigate New York State’s voluntary disclosure process. She works with each client to determine the optimal strategy to resolve tax issues, whether negotiation through the audit process, litigation, or tax planning.

Prior to joining Hodgson Russ, Liz served as an intern for U.S. District Judge William Skretny in the Western District of New York. Before entering law school, she was a professor of comparative politics and has taught at Connecticut College, Wesleyan University, and University at Buffalo.


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.


Mr. Mollerus is a partner in Davis Polk’s Tax Department. His practice centers on advice to international and domestic corporate, real estate and private equity fund clients on initial public offerings, mergers, acquisitions, spinoffs and other major transactions, including structured financings. Mr. Mollerus’ clients have included many financial institutions and corporate clients, including Uniti Group, Bertelsmann, Delphi Automotive, Emerson, Morgan Stanley Real Estate, PartnerRe, Roche, Reckitt Benckiser and Shire.