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Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2019


Speaker(s): Afshin Beyzaee, Amy L. Sutton, Ari Berk, Bahar A. Schippel, Benjamin J. Applestein, Blake D. Rubin, Bradley M. Seltzer, Clifford M. Warren, David H. Schnabel, David M. Rievman, David S. Griffel, Dina A. Wiesen, Eric B. Sloan, Glenn E. Dance, Holly Porter, James Chenoweth , James G. Tod, Jennifer Ray, John J. Merrick, John T. Schaff, Karen Lohnes, Kevin Richards, Martin D. Pollack, Paul W. Oosterhuis, Philip B. Wright, Phillip Gall, Rachel D. Kleinberg, Richard M. Lipton, Samuel T. Greenberg, Stephen D. Rose, Stuart L. Rosow, Todd D. Golub, Todd Gluth, Wendy Abkin, William P. Wasserman
Recorded on: Jun. 4, 2019
PLI Program #: 252154

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

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

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

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

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


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

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

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


Background

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

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

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

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


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


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

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

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

Education & Certifications

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


David S. Griffel is a special counsel at Schulte Roth & Zabel, where he concentrates his practice on tax issues related to the formation and operation of onshore and offshore investment funds and their investment managers, as well as tax issues prospective investors face with such investments; tax considerations related to employee and executive compensation, including deferred compensation programs; and partnership taxation.

Recognized by The Legal 500 US as a leading tax lawyer, David has spoken on tax issues related to running investment management firms and their funds, as well as hedge fund tax considerations and compensation structures. David speaks at a variety of industry events, including presenting on the topic of “Hedge Funds” at PLI’s Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances conferences and discussing “Reform School: Tax Lessons for 2018” at Credit Suisse’s 2018 Prime Services Leadership Conference. He contributes to “Hedge Fund Employee Compensation,” published by Practical Law, and Hedge Funds: Formation, Operation and Regulation (ALM Law Journal Press). He is a member of the American Bar Association and the New York State Bar Association.

David holds an LL.M. in taxation and a J.D., magna cum laude, from New York University School of Law, where he was a Florence Allen Scholar and Order of the Coif, and an A.B., cum laude, from Harvard University. 


Dina A. Wiesen is a senior manager with the Passthroughs Group in the National Tax Office of Deloitte Tax LLP.  Dina’s practice focuses on the use of partnerships and limited liability companies in a range of joint ventures and restructurings.  Dina has spoken on a variety of topics regarding the taxation of partnerships and limited liability companies at several leading tax conferences, including the American Bar Association Section of Taxation, the Practising Law Institute, the USC Gould School of Law Tax Institute, the Tax Executives Institute, and the New York State Bar Association’s Tax Aspects of Real Property Transactions.

Dina received her B.A., summa cum laude in English Literature, from the University of Pennsylvania, her J.D. from the Duke University School of Law, and was a visiting student at Oxford University.  Dina is a member of the Tax Section of the American Bar Association, a member of the Tax Section of the New York State Bar Association, and a member of the New Jersey State Bar Association. 

 

 

 

 


Holly Porter is the Associate Chief Counsel (Passthroughs & Special Industries) at the Office of Chief Counsel, IRS.  She leads a division of over 80 attorneys and other professionals responsible for legal guidance and litigation support on the taxation of partnerships, S Corporations, and trusts, business credits including the research credit, low income housing credit, and energy credits, estate and gift taxation, natural resource taxation, and excise taxes.  She advises the Chief Counsel and Deputy Chief Counsel on all matters within the division's subject matter jurisdiction and closely coordinates with the Office of Tax Policy in the Department of Treasury, the Internal Revenue Service Division Counsel, and the Tax Division of the Department of Justice on published guidance, case specific advice to the Service, and litigation support in docketed cases at the trial and appellate levels. 

Previously, Ms. Porter served in the Office of Chief Counsel as a branch chief in Passthroughs.  Before joining Chief Counsel, Ms. Porter was a tax counsel to the United States Senate Committee on Finance, where she advised the Committee Chairman, members of the Committee, and staff on all matters related to passthrough taxation and small business, accounting issues, tax patents, state and local taxes, and job incentives.  She drafted and reviewed legislation, and worked with stakeholders in Treasury, the Service, and elsewhere in the tax community.  Earlier in her career, she was a tax attorney at two law firms, Miller & Chevalier and Paul, Hastings, Janofsky & Walker, and served as an attorney advisor to the District of Columbia Office of Tax and Revenue. 

Ms. Porter received her B.A. in Political Science from the University of California, Berkeley in 1988 and her J.D. from the University of Virginia School of Law in 1992.


James Chenoweth is a partner and a member of the firm’s Tax, Private Equity and Energy and Infrastructure practice groups. He counsels clients regarding tax-efficient structuring of partnership and corporate transactions, including transactions involving publicly traded partnerships, special purpose acquisition companies (“SPACs”), IPOs and follow-on offerings, as well as acquisitions and dispositions, taxable sales and the formation of joint ventures.

In 2018, Chambers USA ranked James in band 4 in Texas for the category of Tax, noting sources hail him as having “extraordinary technical knowledge and incredibly attentive client service.”  He has also been recognized in The Legal 500 U.S. (2013) and Texas Super Lawyer – Rising Star (2008-2009, 2014-2017).

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


Jen is a principal in the Passthroughs Group in the National Tax Office of Deloitte Tax LLP in Washington DC. She specializes in tax issues arising in connection with the formation and ongoing operation of joint ventures, and the use of partnerships in domestic and cross border mergers and acquisitions.  She has represented a wide variety of clients in multiple industries, including financial institutions, investment funds, energy, and healthcare.

Before joining Deloitte, Jen practiced law as a partner in the Washington DC office of Crowell & Moring LLP.

Jen has published numerous articles on federal income tax matters in Tax Analysts, Tax Executive, Law360, and Taxation of Financial Products.

Jen received her J.D., magna cum laude, from Harvard Law School, where she was an executive editor of the Journal of Law and Public Policy. She received her A.B. from Princeton University.

 


John Schaff is a partner in Sidley’s Chicago office who focuses on federal income tax matters.

Mr. Schaff represents domestic and foreign entities involved in a variety of transactions, including mergers and acquisitions, partnerships and joint ventures, spin-offs and other divisive transactions.  Mr. Schaff’s representative merger and acquisition engagements include the following:

  • Represented KapStone Paper and Packaging Corporation in connection with its acquisition by WestRock Company;
  • Represented Athene Holding in connection with its acquisitions of Presidential Life Insurance Company and Aviva USA;
  • Represented Corn Products International, Inc. in connection with its acquisition of Akzo Nobel N.V.’s specialty starch business;
  • Represented Sara Lee Corporation in connection with the sale of its North American bakery business to Grupo Bimbo SAB; and
  • Represented First Data Corporation, in connection with its spin-off of The Western Union Company, its earlier acquisition of Concord EFS, Inc. and its acquisition by a private equity fund

Mr. Schaff regularly advises private equity fund and hedge fund clients regarding manager and fund formation issues, fund investments and divestitures, and compensation arrangements between fund managers and their employees.

Mr. Schaff also regularly advises clients on a variety of matters relating to federal tax credits and similar tax incentives available to developers of, and investors in, wind, solar and other alternative energy projects

Mr. Schaff has been recognized in the Tax section of America’s Leading Lawyers for Business published by Chambers USA.


Martin Pollack is a nationally recognized authority on federal income tax matters. He has extensive experience in structuring complex private equity and merger & acquisition transactions, and he regularly advises clients on the formation and operation of private equity funds, joint ventures, and other investment vehicles. Mr. Pollack is a former chair of the Partnerships and LLCs Committee of the Tax Section of the ABA.

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

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

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

Education

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


Mr. Schnabel is a partner in Davis Polk’s Tax Department. He advises clients on a full range of transactions, including mergers and acquisitions, spinoffs, financing, PIPEs, partnership and other flow through investments, joint ventures, fund formation and related issues, and inversions. He is Former Chair Tax Section, New York State Bar Association; Former Co-Chair of various committees of the NYSBA Tax Section; Member, Planning Committee, University of Chicago Law School Tax Conference; Fellow, American College of Tax Counsel; and frequent speaker on the tax aspects of M&A and private equity as well as a frequent writer on tax issues, and is the author of numerous New York State Bar Association Reports on tax issues.


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.


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.


Richard Lipton is a partner in Baker McKenzie, Chicago. He advises on tax planning for corporations, partnerships and limited liability companies, and has handled numerous engagements in structuring partnership and real estate transactions.

Mr. Lipton is past Chair of the ABA Section of Taxation and served on the Internal Revenue Service Advisory Council. He is an adjunct professor at the University of Chicago Law School, where he teaches partnership taxation.

Practice focus

He advises US and multinational clients on federal tax issues. He also has extensive experience in a number of other areas relating to tax law, including tax-exempt organizations and the rules involving unrelated business income tax, the tax consequences of bankruptcies and workouts, and various tax accounting issues.

Mr. Lipton has represented large corporations in complex partnership transactions, has served as an expert witness on matters concerning partnerships and partnership taxation, as well as provided tax advice to several professional sports franchises. He also has considerable experience in the areas of real estate investment trusts, real estate funds and investment in real estate by tax-exempt organizations and foreign investors.

Publications, presentations and articles

Mr. Lipton has given numerous speeches at organizations throughout the U.S. as well as published a treatise and over 200 articles in the Journal of Taxation and the Journal of Passthrough Entities.

Professional affiliations

• American Bar Association - Member, House of Delegates and
• American Bar Association, Tax Section - Member of Council, Former Chair
• American College of Tax Counsel - Fellow; Former Chair
• Chicago Bar Association - Former Chair, Federal Tax Committee

Admissions
  • U.S. Court of Federal Claims~United States (1980)
  • District of Columbia~United States (1978)
  • U.S. Tax Court~United States (1977)
  • Illinois~United States (1977)

Education

  • University of Chicago Law School (J.D.) (1977)
  • Amherst College (B.A.) (1974)


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

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

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

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


John Merrick is a Senior Level Counsel to the Associate Chief Counsel (International) in the Office of Chief Counsel.  Prior to joining Chief Counsel, Mr. Merrick practiced international tax in the national offices of two accounting firms in Washington.  He also practiced international and corporate tax in Chicago with an accounting firm and a law firm.  Mr. Merrick holds a Bachelors in Business Administration in accounting from Loyola University Chicago, summa cum laude, where he also earned his J.D., cum laude, and was a member of the Loyola Law Journal.  He obtained an LL.M. in Taxation from the De Paul College of Law.  He also passed the Certified Public Accountant exam.


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

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

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

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

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


 


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

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

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

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


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

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


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


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

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

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

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


Cliff Warren is Senior Counsel in the Passthroughs Group in the Office of Chief Counsel.  Prior to this, Cliff was head of tax at KKR and, before that, a large NYC hedge fund.  Cliff was also Tax Director of GE Capital Commercial Finance for about ten years.  He is a graduate of Middlebury College, New York Law School and the NYU tax program.


David Rievman is a partner in the tax practice of Skadden, Arps, Slate, Meagher & Flom LLP and Global Head of the firm's Regulatory Practices.  Mr. Rievman advises a wide range of clients with respect to the tax aspects of complex transactions.  These matters include U.S. and cross-border mergers and acquisitions, financings, divestitures (including spin-offs), financial restructurings and recapitalizations, joint ventures, and other business transactions.  Mr. Rievman represents public corporations, privately held businesses, investment banks, and private equity and other sponsor entities.  Mr.  Rievman frequently speaks at professional programs, including those sponsored by Practising Law Institute, NYU Institute on Federal Taxation, Tax Executives Institute, The Southern Federal Tax Institute, The New York State Bar Association Tax Section and other professional organizations.


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.  

 


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


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

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

Jim is a frequent lecturer on partnership tax matters.

 


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

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

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

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


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

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

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

 


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


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


Based in Washington, D.C., Blake practices federal taxation, with emphasis on matters relating to partnership and real estate taxation. His practice includes planning, policy and controversy matters. He has extensive experience structuring large partnership and real estate transactions.

Blake is listed in The Best Lawyers in America and in Super Lawyers in both the tax and real estate categories. Chambers USA described him as “a masterful attorney whose expertise in partnerships and real estate is unparalleled;” “phenomenal for partnership tax issues;” “one of the best at tax structuring;” and “an absolutely sterling individual.” Legal 500 “highly recommends” him as an “industry leader” for both partnership and real estate matters; PLC Which Lawyer? recommends him as “highly regarded;” and Washingtonian Magazine named him as one of the top lawyers in Washington, D.C. He is also listed in Who’s Who in America and in Who’s Who in American Law.  He has been rated AV Preeminent by Martindale-Hubbell every year since 1997. He is the author of more than 180 professional articles, is a frequent lecturer on tax topics at conferences across the country, and has testified at the invitation of the U.S. House of Representatives Committee on Ways and Means as an expert on tax issues.

Blake has been active in both the District of Columbia Bar and the American Bar Association. He served as Chair of the 1,600 member District of Columbia Bar Section of Taxation, and twice served as Chair of its Passthroughs and Real Estate Committee. He served as Chair of the American Bar Association Section of Taxation Real Estate Committee. He serves as Partnership and Real Estate Chair for New York University’s Annual Institute on Federal Taxation, and also serves as Chair of three other annual national tax conferences. He served as Vice Chair of the Tax Policy Advisory Committee of the Real Estate Roundtable, and is a member of the National Association of Real Estate Investment Trusts.

Prior to joining EY in 2016, Blake was Global Vice-Chair of the U.S. & International Tax Group at McDermott Will & Emery and also Head of its Washington Tax Practice. Prior to that, Blake was Chair of the Tax Practice at Arnold & Porter. From 1984 through 1987, Blake served with the Office of Tax Legislative Counsel, U.S. Department of Treasury. He was deeply involved in the development of the Tax Reform Act of 1986 provisions and administrative guidance affecting partnerships and real estate. Before joining the Treasury Department, Blake practiced in Philadelphia and was an Adjunct Professor in Villanova University’s Master of Laws in Taxation program, where he taught courses on tax planning for real estate transactions.

J.D., cum laude, Order of the Coif, University of Pennsylvania School of Law
M.B.A., with distinction, Beta Gamma Sigma and Beta Alpha Psi, Wharton School of the University of Pennsylvania
B.A., Haverford College


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

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

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

 


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