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Taxation of Financial Products and Transactions 2019


Speaker(s): Christopher J. Housman, Elena V. Romanova, Erika W. Nijenhuis, Jeffrey D. Hochberg, Jeffrey W. Maddrey, Jessica Reif-Caplan, Lena Y. Hines, Lucy W. Farr, Matthew A. Stevens, Michael B. Shulman, Michael J. Miller, Pamela Lawrence Endreny, Robert Shapiro, Roger M. Brown, Sam K. Kaywood, Jr., Sanjeev Magoon, Susan L. Ludwigson
Recorded on: Jan. 14, 2019
PLI Program #: 252114

Chris leads the International Tax Services practice for Ernst & Young’s Financial Services Organization, which is a national practice with locations in New York, Boston, Chicago, Washington D.C., Charlotte, San Francisco, and Los Angeles.  Chris has over 25 years of experience in international tax planning and structuring transactions for public and privately held clients.  In addition to leading the practice, Chris serves as the international tax services leader for many of the firm’s largest banking clients.

Before joining Ernst & Young, Chris served as the head of the international tax group for a major financial institution advising multiple business units on various tax matters. Chris has extensive expertise with the active banking and finance rules of subpart F, planning around deferred tax assets and regulatory capital, the foreign tax credit, subpart F, tax efficient holding company structures, repatriation, and cross-border financing.  Recently, Chris has focused on planning for the new Tax Cuts and Jobs Act provisions including transition tax, GILTI, BEAT, the new foreign tax credit baskets, and the associated impact on our clients’ effective tax rates and legal entity structures.

Chris is a frequent speaker at internal and external conferences on international tax matters relevant to the financial services industry and most recently on the international tax impacts of US tax reform.  


Elena Romanova is a partner in the New York office of Latham & Watkins. She brings extensive experience in tax matters related to equity derivatives and other financial products as well as U.S. taxation of multinational financial institutions. Ms. Romanova provides clients with firsthand industry experience and a deep understanding of unique tax issues faced by broker-dealers and banks in both institutional and retail businesses. Ms. Romanova is regularly called upon to speak at tax conferences to discuss issues relating to derivatives and to the financial industry.

Prior to joining Latham, Ms. Romanova was a Managing Director at Citigroup, where she served as the Global Head of the Business Tax Advisory, supporting the Institutional Clients Group and the Consumer Bank. She also practiced for several years at another major New York firm and prior to that, served as a Tax Policy Fellow at the US Treasury Department, Office of Tax Policy. During her tenure at Citigroup, Ms. Romanova served on the Board of Directors of the Wall Street Tax Association.


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.


Jeff Hochberg joined Sullivan & Cromwell’s Tax Group in 1995 and became a partner in 2004. His practice is primarily focused on the taxation of capital markets transactions, financial instruments and products, private equity and real estate transactions, cross-border structured investments, structured finance transactions and ERISA-related matters. He also has extensive experience in advising clients as to the tax consequences of domestic and cross-border mergers, acquisitions and restructurings and has worked on numerous debt exchanges and refinancings.

Mr. Hochberg is a 1995 graduate of Columbia Law School and he serves on the Board of Advisors of the Columbia Journal of Tax law.

Jeff is a two-time recipient of the Burton Award for Distinguished Legal Writing and is a member of the Tax Forum and the Tax Club.   He served for eight years on the Executive Board of the Tax Section of the New York State Bar Association where he served as co-chair of the Tax Accounting Committee and the Real Property Committee.  He has written many bar reports and articles on a variety of tax topics, and he regularly speaks before industry and professional groups on federal income tax matters.


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.


Jessica Reif-Caplan is senior tax counsel at Fidelity Investments and a member of the Tax Department. At Fidelity, Ms. Reif-Caplan provides tax advice to the company’s many products and advisers, such as the mutual funds, managed accounts, and retail and prime brokerage, on matters that range from the taxation of financial products and international tax to tax compliance and risk management.  Ms. Reif-Caplan also advises Fidelity’s products and advisers on the impacts of tax reform and other domestic and international legislative or regulatory changes. In addition to her work at Fidelity, Ms. Reif-Caplan is co-chair of the SIFMA Asset Management Group Tax Committee.

Ms. Reif-Caplan joined Fidelity in 2011.  Prior to that, she was a tax associate at Goodwin Procter LLP in Boston specializing in REITs and M&A transactions.  Ms. Reif-Caplan earned her JD from Harvard University and graduated magna cum laude from the School of Foreign Service at Georgetown University.


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

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

Education

Harvard University
(J.D., 1990)

University of Kansas
(B.A., 1987)


Michael J. Miller has provided U.S. tax advice to domestic and international clients for more than 20 years. Working with foreign clients, he has structured inbound U.S. investments and operations to avoid the creation of a U.S. permanent establishment and developed structures designed to take advantage of U.S. income tax treaties, the withholding tax exemption for portfolio interest, and other special rules for minimizing U.S. tax. This includes consideration of various anti-abuse rules, such as earnings-stripping limitations and restrictions on the ability to engage in treaty shopping or earn income through hybrid entities. He has worked with U.S. multinationals to structure their foreign investments and operations so as to minimize the impact of certain restrictions on outbound transfers and anti-deferral rules applicable to shareholders of controlled foreign corporations and passive foreign investment companies, as well as maximize the utilization of foreign tax credits.

Michael is an editor of the International column for the Journal of Taxation, and a member of the Advisory Boards of the International Tax Journal and the BNA Tax Management International Journal. He has co-authored two BNA Portfolios: Income Tax Treaties - The Limitation on Benefits Article and U.S. Taxation of International Shipping and Air Transport Activities.

Michael is a former Chair of the U.S. Activities of Foreign Taxpayers Committee of the American Bar Association Tax Section and the Business Entities Committee of the New York City Bar. Michael is designated as a leading tax professional in Chambers USA, Super Lawyers, and Legal Media Group's Expert Guides: Tax Advisors.

He received a B.A. cum laude from Columbia College and his J.D. from New York University. He clerked on the U.S. Tax Court for the Honorable James S. Halpern from 1991-1993.


Mr. Shulman is Head of the Tax Group at Shearman & Sterling.  Mr. Shulman represents and advises clients on the tax aspects of a wide variety of business and financial transactions.  Mr. Shulman works extensively in the areas of corporate acquisitions, dispositions, restructurings and spin-offs.  He also represents regulated investment companies and onshore and offshore investment funds on a broad range of organizational and transactional matters.

Mr. Shulman is the former Chair of the Financial Transactions Committee of the American Bar Association Tax Section and is a member of the Executive Committee of the New York State Bar Association.  Mr. Shulman joined the firm in 1996 and became a partner in 2001.

Education

New York University School of Law, LL.M., 1997

Vanderbilt University School of Law, J.D., 1993

University of Chicago, B.A., 1990


Robert Shapiro is the Head of Tax for SG in the Americas, a position he has held since November 2004.  In this capacity, he is responsible for US tax issues for SG globally as well as oversight for Canada and Latin America. He manages SG’s US tax advisory, tax compliance/accounting, tax controversy as well as tax advocacy.  He is an active member in many tax organizations such as SIMFA, IIB, WSTA and CBIT.

Prior to joining SG, Robert worked ten years for a large US financial institution where his primary focus was on equity and capital markets. Prior to that, Robert worked for a large public accounting firm.


Roger Brown has more than 26 years of experience with the international tax issues impacting banks, insurance companies, and asset management complexes.  This experience has been with law and accounting firms, the national office of the Internal Revenue Service, and as an adjunct professor of International Tax at the Georgetown University Law Center.

As a member of the international tax division of the IRS (Chief Counsel) national office for almost 10 years, Roger served in a several transfer pricing and technical tax branches before being promoted to the positions of (i) Assistant Branch Chief for the Financial Institutions and Products Branch in the international tax division, and then (ii) Special Counsel to the Associate Chief Counsel (International). 

This Associate’s office has jurisdiction over the broad range of international tax issues that the Chief Counsel’s office addresses in published guidance, litigation, audits, and treaty application. 

Since leaving the government, Roger’s practice has focused predominantly on:

  • Tax planning relating to legislative changes in the United States and abroad (incl. BEPs);
  • Operating model, funding, capital raises, and other tax issues relevant to FinTech and Blockchain companies;
  • Tax-efficient financing transactions in a post-US tax reform environment for financial institutions and their clients;
  • Tax planning & bank regulatory reforms (e.g., Basel III, CCAR, IHC, living wills);
  • Application of treaties to reduce gross and net-basis taxation;
  • International tax issues arising from investing, trading, and dealing in debt, equity, financial products, and commodities;
  • Tax attribute planning for regulatory capital, BEAT, and other purposes;
  • Expense allocation and apportionment & transfer pricing (both inter & intracompany);
  • Tax issues arising from internal restructurings and branch incorporation; and
  • “Traditional” International tax issues affecting US based institutions, such as foreign tax credits, Subpart F management, tax - efficient financing, expense allocation and apportionment, taxation of transactions involving foreign currency, dual consolidated losses, etc.;

 

Roger has a B.A. in International Relations (emphasis in Economics) from Bucknell University; Juris Doctorate from American University - Washington College of Law; LLM (Taxation) from New York University School of Law.  


Sam has a B.S. from Babson College, where he majored in accounting.  Sam worked at Arthur Andersen & Co. before attending Emory Law School, where he graduated in 1986.  Sam was a member of the Order of the Coif and served as Notes and Comments Editor for the Emory Law Journal.  Sam has recently authored or co-authored the following articles:  “The New Proposed Contract Manufacturing Regulations” CCH International Tax Journal, November-December 2008; “Doing Business in Mexico” CCH Journal of Global Taxation, Spring 2007.  “Doing Business in China – A Primer,” CCH Journal of Global Taxation, Summer 2006; “Overall Foreign and Domestic Losses:  ‘Madness, But Method In It?’,” CCH Journal of Global Taxation, Summer 2005; “Treatment of Foreign Stock and Debt Losses: Is It a Total Loss,” CCH Journal of Global Taxation, Spring 2004; “Foreign Investment Into The United States:  Mexico Update:  Protocol to U.S. Mexico Income Tax Treaty,” CCH Journal of Global Taxation, Fall 2003; “Final Regulations for Domestic Reverse Hybrid Entities – Traps and Opportunities,” CCH Journal of Global Taxation, Spring 2003.  Sam is a frequent lecturer and speaker on international tax and tax issues arising from inbound investment, intellectual property and outbound operations, having participated in over 40 seminars and programs related to international tax.  Sam is particularly active in matters relating to Latin America.  Sam is a member of the State Bar of Georgia, the American Bar Association, and the International Bar Association, and is active with the Southeast Branch of the International Fiscal Association.  Sam is the former Chair of the Committee on U.S. Affairs of Foreigners and Tax Treaties, which is part of the Tax Section of the American Bar Association.  Sam is also an Adjunct Professor at Emory University School of Law where he teaches International Taxation.


Ms. Farr is a member of Davis Polk’s Tax Department. She concentrates in the taxation of corporate finance, derivatives and structured finance and on domestic and international tax planning for financial institutions. She has advised financial institutions and issuers in the development and execution of complex public and private financial products designed to achieve capital raising, hedging or other objectives. Ms. Farr has also done significant work representing investment funds and insurance companies.


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

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


Pamela Lawrence Endreny represents clients in a range of federal income tax matters, including domestic and international mergers, acquisitions, joint ventures, spin-offs, financings and restructurings. She has particular experience in transactions involving publicly traded partnerships (PTPs), master limited partnerships (MLPs), real estate investment trusts (REITs), regulated investment companies (RICs), structured finance and derivatives. She advises on the formation and operation of private equity and hedge funds and their investments, as well as transactions involving fund managers and sponsors. She has obtained private letter rulings from the Internal Revenue Service on spin-offs and other transactions and has represented clients in tax controversies with the Internal Revenue Service.

Ms. Endreny, a member of the team named 2017 White Collar/Regulatory Litigation Department of the Year by The American Lawyer, has advised financial institutions, asset managers and others on cross-border tax controversies and compliance issues, including representation of Swiss banks participating in the Department of Justice settlement program. She regularly advises on tax reporting, disclosure and withholding requirements, including foreign bank account reporting (FBAR) and the Foreign Account Tax Compliance Act (FATCA). Her experience includes developing policies and guidelines and leading training programs for financial institutions with respect to tax reporting, disclosure and compliance. 

She is a co-author of the private equity treatise, “Private Equity Funds: Business Structure and Operations.”

J.D., Columbia University School of Law, 1994
B.A., Brown University, 1986 

Executive Committee, New York State Bar Association Tax Section
Vice Chair, Financial Transactions Committee, American Bar Association
Tax Forum
Private Investment Fund Tax Forum

 


Sanjeev is a Principal with PwC's real estate tax practice in New York.  Sanjeev has advised leading mortgage and student loan institutions, hedge funds and investment banks on various tax issues, including structuring CLOs, REITs, REMICs, TMPs and other asset-backed securitization transactions and tax accounting for complex debt instruments and hedging transactions.  He has developed and implemented financial products for mortgage agencies and major financial institutions, including credit-risk transfer structures, contingent convertibles and integrated call-spread convertibles.  He has also developed and analyzed financial models, including option amortization schedules, cash-flow models for prepayable instruments and contingent and foreign-currency debt accrual schedules. 

Prior to joining PwC, Sanjeev was a counsel in the tax group at Shearman & Sterling LLP where he served as Freddie Mac's outside tax counsel for 17 years for all of their tax matters, including their REMIC securitization, credit risk transfer programs and debt and hedging transactions.  

Sanjeev obtained his Master of Laws in Taxation from Georgetown University Law Center, his Juris Doctor from the University of Virginia School of Law, and his Bachelor of Science in Business Administration from Georgetown University. 


Susan Ludwigson is a Managing Director of Morgan Stanley and Head of U.S. International Tax based in New York.  Susan joined the Firm as a Manager in Tax based in New York.  She was named Vice President in 2001, Executive Director in 2006 and Managing Director in 2014.  Susan earned a Juris Doctorate from Seton Hall University School of Law and a Masters in Tax Law from New York University School of Law.