Jay M. Singer advises clients on tax aspects of corporate transactions, particularly domestic and cross-border mergers and acquisitions, tax-free spin-offs and internal restructurings.
Jay is nationally and internationally recognized as an expert in cross-border spin-offs and has served as chair of the DC Bar Corporate Tax Committee and the American Bar Association’s Affiliated and Related Corporations Committee. Earlier in his career, he worked as an attorney in the Internal Revenue Service (IRS) National Office. While at the IRS, Jay drafted corporate tax regulations and other published guidance such as private letter rulings addressing complex public company transactions.
For more than a decade in the private sector, Jay has advised major public companies on tax-efficient structuring of complex acquisitions and dispositions, including many transactions worth tens of billions of dollars.
RECENT EXPERIENCE INCLUDES REPRESENTATION OF:
Admissions & Courts
District of Columbia
Adjunct professor in the New York University School of Law, LL.M. (tax) program
Elected to the Order of the Coif. Graduate Editor of the Tax Law Review
New York (1984)
Serve on the BloombergBNA Corporate Advisory Board
Numerous articles on tax issues relating to financially troubled companies.
Transaction Specific Experience
Education and Memberships
Ali Murata’s practice focuses on counseling organizations and management – particularly within the technology, life sciences, private equity and REIT sectors – on executive compensation and benefits issues arising through mergers, acquisitions, IPOs, venture capital and leveraged buyout transactions and other transformative corporate events. She regularly advises clients on the adoption, revision and negotiation of executive employment and severance arrangements and on equity compensation arrangements, tax compliance and planning and SEC rules governing executive compensation disclosure and reporting.
Ali is a contributing author of The 409A Handbook (BNA 2016) and speaks frequently on executive compensation matters. In 2016, Ali was named a Women on Influence by The Silicon Valley Business Journal based on her professional and civic achievements.
Prior to joining Cooley, Ali was a partner at Goodwin Procter in their ERISA & executive compensation practice. Before Goodwin, she spent 11 years at Skadden as counsel in their executive compensation & benefits practice.
Andy Dubroff is Ernst & Young LLP’s Co-Director of National Tax Mergers and Acquisitions in Washington, DC. His practice focuses on the federal income taxation of corporations, and in particular, application of the consolidated return regulations.
Andy previously served as Associate Tax Legislative Counsel and an Attorney-Advisor in the U.S. Department of the Treasury, Office of Tax Policy. In that capacity, his principle responsibilities included, among others, developments in the taxation of corporations and many fundamental changes to the consolidated return regulations. Prior to joining the Treasury, Andy was in private law practice in Philadelphia.
Andy is a graduate with a B.S. in Economics and a J.D. from the University of Pennsylvania. He is a past American Bar Association Section of Taxation Council Director, and a past Chairman of the Section of Taxation’s Affiliated & Related Corporations Committee, as well as an active member of the District of Columbia Bar Association Tax Section. He has been an Adjunct Professor at Georgetown University Law Center and currently serves as a member of the Advisory Board, New York University Institute on Federal Taxation, he is included in numerous listings of leading tax advisors in the United States, including The International Who’s Who of Corporate Tax, Who’s Who of Thought Leaders—Corporate Tax, and The Best Lawyers in America, and he was named by Best Lawyers as the leading tax lawyer in the Washington DC area for 2017.
Andy writes and speaks frequently at tax meetings and institutes, especially on matters related to consolidated returns. He was formerly the lead author of the multi-volume treatise entitled Federal Income Taxation of Corporations Filing Consolidated Returns (2d ed), which is widely cited by courts and commentators as the leading authority in its field.
Anthony Provenzano's practice focuses on the tax, ERISA, and other laws impacting executive compensation and employee benefits, as well as the employment tax and reporting issues that may arise with respect to such arrangements. He routinely advises clients on the various rules regarding non-qualified, equity, and tax-qualified arrangements, and the surrounding employment tax and deduction issues. In addition, Mr. Provenzano's practice includes controversy matters involving the IRS, DOL and PBGC exams and disputes.
Mr. Provenzano's extensive experience in executive compensation and employee benefit matters allows him to advise clients on the broader legal implications of an arrangement and how various benefit regimes could interact. His experience in handling controversy matters, involving split dollar arrangements, deferred compensation programs, mispriced stock options, and qualified plans, can also help a client understand how plan language may be viewed by a government examiner or a participant asserting a claim. Clients quoted by Chambers have described Mr. Provenzano as "very thorough and very knowledgeable of the tax code."
Mr. Provenzano is frequently asked to speak on matters regarding executive compensation, including deferred compensation and the attendant payroll tax and reporting obligations with respect to such arrangements, the deduction limitations under Internal Revenue Code Section 162(m), defending against IRS executive compensation and employment tax audits, and IRS guidance regarding correction of failures under a Code Section 409A arrangement.
Audrey received a B.A. degree from Dartmouth College and a J.D. degree from Vanderbilt University. She served as a law clerk for the Honorable Cornelia G. Kennedy of the United States Court of Appeals for the Sixth Circuit. Following her clerkship, Audrey was an associate at Foley, Hoag & Eliot in Boston, MA, and at McKee Nelson in Washington, DC. She then became a senior manager at KPMG LLP, where she was a member of the Mergers & Acquisitions Group of the National Tax Department in Washington, DC. From 2001 through 2005, she was an Attorney Advisor in the Office of Tax Legislative Counsel at the Treasury Department. In that role, she focused on corporate tax and consolidated return matters.
Audrey joined GE in February of 2006. Her first role at GE was in the International Tax Group at GE Corporate. She then moved to the Mergers and Acquisitions Group and is currently Senior Counsel, Transactional Planning and M&A at GE Corporate. Her present position focuses on acquisition and disposition transactions as well as internal reorganizations.
Austin is a Senior Technician Reviewer in the Office of Associate Chief Counsel (Corporate) in Washington, D.C. He has worked for the Office since 2014. During his time at Chief Counsel, he has worked on numerous private letter rulings and regulations, including regulations relating to section 385, REIT spin-offs, the Opportunity Zone regime, and various cross-border provisions of the Tax Cuts and Jobs Act.
Austin received his J.D. from the University of Virginia School of Law and a B.S. in Business Administration (Accounting) from West Virginia University. He is a certified public accountant and lives in Virginia.
Barbara Mirza has nearly two decades of experience as an executive compensation and benefits expert. She has worked with clients ranging from startups to multinationals across multiple industries, and she has extensive experience advising both public and private companies.
She has particularly deep experience in handling the compensation and benefits aspects of corporate transactions. These have ranged in size from less than $25 million to more than $7 billion and have included stock sales, asset sales, mergers, joint ventures and spin-offs. Barbara's work on transactions has involved pre-transaction strategic analysis; due diligence; negotiation and drafting of transaction agreements; preparation of related post-deal employment, retention and equity incentive arrangements; analysis of "golden parachute" issues and calculations; presentations to boards of directors and compensation committees; preparation of employee communications and required shareholder and SEC disclosures; and assistance with post-closing arrangements.
Barbara also advises senior executives and boards of directors with respect to sophisticated, multi-disciplinary executive compensation and benefits issues outside the context of transactions, including strategies for the drafting of annual proxies and other public disclosures; analysis of issues relating to the policies of Institutional Shareholder Services and other proxy advisory firms; and the drafting of ongoing executive compensation arrangements, including severance agreements, employment agreements and equity and non-equity incentive plans. She has particular experience with respect to the impact of the Internal Revenue Code (including Sections 162(m), 280G and 409A) and United States securities laws on executive compensation programs and employee benefits arrangements.
Barbara has written extensively in the areas of executive compensation, say-on-pay trends and compensation-related litigation preparedness. Prior to joining Cooley, she practiced for more than a decade at Skadden, Arps, Slate, Meagher & Flom in its New York and Los Angeles offices. She also spent several years as a senior executive compensation and benefits advisor in the Los Angeles office of Ernst & Young.
Benjamin Schreiner is a partner in the New York office of Kirkland & Ellis LLP. He represents clients on a broad range of federal income tax matters, including mergers, acquisitions, divestitures, joint ventures, spin-offs, debt and equity offerings and restructurings, as well as advises clients on the tax aspects of financial instruments and other derivatives.
Bill Alexander focuses on the tax aspects of corporate transactions, including U.S. and cross-border mergers and acquisitions, spin-offs, corporate restructurings and other business transactions.
Before joining Skadden in 2015, Mr. Alexander served as Associate Chief Counsel (Corporate) of the Internal Revenue Service’s Office of Chief Counsel. He had been with the Office of Chief Counsel since 1990, serving as Associate Chief Counsel (Corporate) since November 2001. In this role, he was the chief adviser to the IRS on interpretations of the corporate tax laws, such as provisions dealing with corporate mergers and acquisitions, spin-offs, corporate-shareholder relationships, the use of corporate losses and consolidated returns of corporate groups. Mr. Alexander played a major role in the government’s development of published and private guidance, and in developing and implementing the IRS’ enforcement positions in these areas. Prior to joining the IRS, he worked in private practice in New York.
Mr. Alexander is a frequent speaker on corporate tax issues at bar association programs and other tax conferences. He is active in the Tax Sections of the American Bar Association, for which he is a former chair of the Corporate Tax Committee, and the NY State Bar Association, where he is a member of the Executive Committee and co-chair of the Consolidated Returns Committee. He is the chair of Bloomberg BNA's Corporate Taxation Advisory Board.
Mr. Alexander is admitted to practice in the District of Columbia and New York, and has a bachelor's degree from Cornell University, a law degree from Columbia Law School, and an LL.M. in Taxation from New York University School of Law.
Bill Cavanagh, co-chair of the Norton Rose Fulbright US tax group, specializes in corporate, partnership and international tax matters. He advises a broad array of U.S. and multinational clients on a wide variety of U.S. and cross-border tax issues. In recent years, he has worked extensively with clients in structuring and negotiating significant domestic and cross-border mergers and acquisitions, spin-offs, project finance transactions, securities offerings, financings and securitized loan transactions. He has also represented clients in numerous tax controversy disputes with the Internal Revenue Service and with various state and local tax authorities.
During the last several years, Mr. Cavanagh has lectured at numerous conferences and seminars and has written extensively on tax issues. Mr. Cavanagh's most recent papers and articles include:
“Negotiating Taxable Acquisition Agreements: Tax Traps for the Unwary (And The Wary Too!),” Practicing Law Institute, 2019
“U.S. Tax Reform In-bound and Out-bound Investments – Who Comes Out on Top,” International Fiscal Association, May 15, 2019
“Hot Tax Topics for 2019 Closely-Held Businesses-Tax Traps and Opportunities,” USC Gould School of Law 2019 Tax Institute, January 28, 2019
“Hot Tax Topics: Selected Current Federal and State Tax Planning and Tax Litigation Issues,” 76th Annual NYU Institute on Federal Taxation, October 2018
“Tax Cuts and Jobs Act (2017) Hard Hit on Global Supply Chain Structures,” International Tax Institute, Inc., April 10, 2018
“Tax Planning with BEPS: How Many People Does it Take to Earn Profits Offshore -- –
An Interim Report, Plain English Version,” Tax Forum, May 2, 2016
“Partnership Tax Allocations – Theory and Practice” or “Why I don’t liquidate in accordance with capital accounts anymore (no matter what the learned commentators say),” University of Virginia Tax Law Conference, April 11, 2014
“Targeted Allocations Hit the Spot,” Tax Notes, p. 89, October 4, 2010
Mr. Cavanagh is listed in the Euromoney Guide to the World's Leading Tax Advisors, Chambers and the Legal 500. Mr. Cavanagh received his law degree from George Washington University and an LL.M. (Taxation) from the New York University School of Law. Mr. Cavanagh previously served as a law clerk to the Honorable Arthur L. Nims, III, who was a Judge on the United States Tax Court. He is a member of the International Bar Association, the American Bar Association and the New York State Bar Association.
Bob Wellen is Associate Chief Counsel (Corporate) of the Internal Revenue Service.
Bob received his B.A. from Yale College (magna cum laude, Phi Beta Kappa), his J.D. from Yale Law School and his LL.M (Taxation) from Georgetown University Law Center.
Bob began his legal career on active duty in the Navy Judge Advocate General’s Corps. Thereafter, he practiced tax law in Washington, D.C., for more than 40 years, first with Fulbright & Jaworski (now Norton Rose Fulbright), then with Ivins, Phillips & Barker. He joined the Internal Revenue Service as Associate Chief Counsel in 2015.
He has served as chair of the Corporate Tax Committee of the ABA Tax Section, and he is a fellow of the American College of Tax Counsel.
Brian is a Partner in EY’s National Mergers and Acquisition Practice, based in Washington, DC. Brian advises clients on internal restructuring transactions, corporate acquisitions, dispositions, spin-offs, reorganizations, cross-border transactions, and consolidated return issues. Brian has authored articles on transaction tax related topics, including several New York State Bar reports, and is a frequent presenter at EY sponsored conferences, American Bar Association meetings, and Practicing Law Institute seminars.
Carol Tan is a Special Counsel with the IRS Office of Associate Chief Counsel (International) (“ACCI”) in Washington, D.C. She has also served as the Acting Deputy Associate Chief Counsel International (Strategic Programs) and Assistant to the Branch Chief of Branch 6 in ACCI. In 2015, she was detailed to the House Ways and Means Committee for 6 months to work on international tax matters. She joined ACCI in June 2004. She received her law degree (J.D.) from Southern Methodist University School of Law and is licensed to practice law in Washington, DC and Texas. In addition, she holds an LL.M. in taxation from New York University School of Law. Before joining ACCI, she specialized in international tax at the National Tax offices of PricewaterhouseCoopers and KPMG.
Cliff Warren is Senior Level Counsel in the Passthroughs division of IRS’ Office of Chief Counsel. Prior to this position, Cliff was head of tax at KKR. Before that, he was head of tax at a large NYC hedge fund and a tax leader at the company formerly known as GE Capital. Cliff is a graduate of Middlebury College, New York Law School and NYU’s LLM program.
Dana Trier is a retired tax partner of Davis Polk & Wardwell, who currently serves as senior 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.
David J. Shipley is a partner with McCarter & English, LLP’s multistate tax practice. His practice includes representing clients in state tax controversies before administrative boards and courts throughout the country, providing multistate tax advice regarding business operations, assisting clients in structuring their operations in a tax efficient manner and advising clients on the state tax aspects of corporate mergers and acquisitions. David provides advice to clients regarding state corporate income, franchise, sales and use, personal income and other taxes.
David is a frequent speaker on multistate tax topics for many organizations including the Practicing Law Institute, the Council on State Taxation, the New York University Institute on State and Local Taxation, the Georgetown Advanced State and Local Tax Institute, the Institute of Professionals in Taxation, the American Bar Association, the Tax Executives Institute, the New York University Summer Institute in Taxation, the Pharmaceutical Research and Manufacturers of America, the Broadband Tax Institute, the Wall Street Tax Association, the Pennsylvania Bar Institute, the New Jersey Institute for Continuing Legal Education and the New Jersey Society of Certified Public Accountants.
David has written on multistate tax issues for CCH’s Taxes magazine, State Tax Notes and the American Bar Association’s The State and Local Tax Lawyer. David is a member of the executive committee of the American Bar Association’s State and Local Tax Committee and on the advisory Board for the New York University Institute on State and Local Taxation. Mr. Shipley received a Bachelor of Arts degree cum laude from the University of Richmond and a Juris Doctor degree from Wake Forest University School of Law. He is admitted to practice law in Pennsylvania, New York and New Jersey.
Deborah L. Paul is a Partner in the Tax Department at Wachtell, Lipton, Rosen & Katz where she focuses on the tax aspects of corporate transactions, including mergers and acquisitions, joint ventures, spinoffs and financial instruments. Ms. Paul has been the principal tax lawyer on numerous domestic and cross-border transactions, including strategic acquisitions and private equity buyouts.
Ms. Paul is the 2019 Chair of the Tax Section of the New York State Bar Association and a frequent speaker at Practising Law Institute, International Fiscal Association, New York State Bar Association and other conferences on tax aspects of mergers and acquisitions and related topics. She is rated a leading tax lawyer by Chambers USA, Super Lawyers, the Legal 500 and Who’s Who Legal.
Ms. Paul received an A.B. from Harvard University, a J.D. from Harvard Law School and an LL.M. in taxation from New York University School of Law.
Ellen MacNeil is the Managing Director of US National Tax for Andersen and is a member of the Board of Directors of Andersen Global. She has over 30 years of experience in tax consulting for major U.S. businesses. Prior to joining Andersen Tax she was a Partner with Deloitte and with Arthur Andersen in their National tax practices.
Ellen has served on the Board of Directors of The Tax Council. She has also served as chair of the ABA Taxation Section’s Tax Accounting Committee and chair of the AICPA’s Tax Accounting Committee. She has chaired the ABA Taxation Section’s Committee on Government Submissions and has also served as a member of the Executive Committee of the AICPA’s Tax Division.
Ellen has spoken at numerous tax institutes, including the Tax Council Policy Institute, PLI’s Annual Symposium on Mergers and Acquisitions, the New York University Federal Tax Institute, the Southern Federal Tax Institute, the University of Texas Tax Conference, The Parker C. Fielder Tax Conference, and at many TEI, and ALI-ABA seminars. Her articles have appeared in Tax Notes, Journal of Taxation, Taxation for Accountants, Taxation for Lawyers, and Journal of Partnership Taxation. She has also served as an adjunct professor of law at Georgetown University Law Center.
Ellen advises clients on federal tax matters for businesses, primarily tax accounting concerns, accounting method considerations, and compliance and reporting issues. She regularly counsels clients on the proper tax treatment of costs associated with tangible property (including the treatment of repair costs), intangible property (including acquisition costs and recovery) and corporate transaction costs.
Ellen regularly represents clients before the Internal Revenue Service (IRS), including representation at the IRS National Office with private letter rulings and technical advice. She also represents a number of clients in controversy matters before the Examination and Appeals divisions, including matters involving Pre-Filing Agreements, Fast Track Appeals and the Compliance Audit Program.
Prior to entering private practice, Ellen led the transaction cost review practice for a Big Four accounting firm, where she worked on accounting methods and inventory matters for Fortune 500 companies. She also worked for the IRS Office of Chief Counsel where, over an eight-year government career, she developed and drafted legislative and regulatory proposals, supervised congressional investigations and administered Government Accountability Office audits involving the IRS. She also drafted regulations, revenue rulings, and other legal advice.
She frequently speaks before Tax Executives Institute (TEI) and federal and state bar groups on topics such as capitalization, treatment of transaction costs, inventory and accounting methods, and tax developments affecting health care organizations.
Awards and Rankings:
Recognized by The Legal 500 United States in the area of U.S. taxes: non-contentious
Eric Solomon is a partner at Steptoe & Johnson LLP in Washington DC, where he advises clients on a wide range of transactional and policy issues. Before joining Steptoe he was Co-Director of Ernst & Young LLP’s National Tax Department in Washington DC. He has over 40 years of tax experience in private practice and government service.
Eric served as Assistant Secretary for Tax Policy at the U.S. Treasury Department from December 2006 to January 2009. As Assistant Secretary, he headed the Office of Tax Policy, which serves as the primary advisor to the Treasury Secretary on legal and economic matters relating to domestic and international taxation. Eric joined the Office of Tax Policy in 1999. He served in both the Clinton and George W. Bush Administrations. He was Senior Advisor for Policy, Deputy Assistant Secretary (Tax Policy) and Deputy Assistant Secretary (Regulatory Affairs) prior to his 2006 Senate confirmation as Assistant Secretary. He led the Office of Tax Policy during the financial crisis in 2008.
Eric has received numerous awards for his government service. In recognition of his contributions at the Treasury Department, Eric received the Alexander Hamilton Award, which is the highest award for Treasury service, and the Distinguished Presidential Rank Award. He has also received distinguished service awards from the Tax Foundation, the Tax Council Policy Institute, Tax Executives Institute, and the taxation sections of the State Bar of California, the State Bar of Texas, and the Federal Bar Association.
From 1996 to 1999, Eric was a principal in Ernst & Young LLP’s National Tax Mergers and Acquisitions group in Washington, DC. Previously, he was Assistant Chief Counsel (Corporate) at the Internal Revenue Service, heading the IRS legal division responsible for all corporate tax issues. He began his career with law firms in New York City and was a partner at Drinker Biddle & Reath in Philadelphia.
Eric received his A.B. from Princeton University (Phi Beta Kappa), his J.D. from the University of Virginia and his LL.M. in taxation from New York University. He was Chair of the American Bar Association Section of Taxation in 2018-2019, and was formerly a member of the Executive Committee of the Tax Section of the New York State Bar Association. He is Co-Chair of the Practising Law Institute conference on Tax Strategies for Corporate Acquisitions and Dispositions.
Eric is an adjunct professor at Georgetown University Law Center, where he teaches a course in corporate taxation. He received the Distinguished Adjunct Professor Award for Georgetown University’s graduate law programs.
Eric Sloan is a partner in the New York and Washington DC 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 focuses his tax practice on the use of partnerships and limited liability companies in domestic and cross-border mergers and acquisitions, financing transactions, and restructurings. He also has developed substantial experience in initial public offerings, including advising on many “UP-C” IPOs in a range of industries.
Mr. Sloan has represented four of the largest private equity firms and the two largest privately held companies in the United States, as well as many publicly traded companies. He advised on the first publicly traded "permanent capital fund" launched by a major U.S.-based private equity firm and the first pass-through portfolio company investments made by four of the largest U.S.-based private equity firms.
He has substantial experience in the formation of domestic and cross-border joint ventures and acquisitions and dispositions of businesses and interests in joint ventures, including the largest joint venture in the United States and a complex multi-billion dollar cross-border commodities joint venture. He has also handled restructurings of partnerships, as well as private equity fund structuring and leveraged recapitalizations of private equity portfolio companies. In addition, Mr. Sloan is deeply experienced in obtaining private letter rulings and closing agreements from the Internal Revenue Service on novel and difficult issues on an expedited basis.
Mr. Sloan is ranked as a leading tax lawyer by Chambers USA: America’s Leading Lawyers for Business. Chambers notes him as an "excellent technician" and "articulate and extremely fast." In 2016,
Who’s Who Legal recognized Mr. Sloan as an “Expert” in the area of Corporate Tax.
Mr. Sloan started his legal career as an associate with Irell & Manella in Los Angeles and practiced law in Washington, D.C. before joining Deloitte as a principal, where he was asked to establish and lead Deloitte's National Office Partnership Taxation group in 1997.
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 in 1990. He also earned an LL.M. with distinction in taxation from Georgetown University Law Center in 1994. Mr. Sloan is a member of the District of Columbia bar and the New York bar.
Gordon is a leading tax professional skilled in assisting multinationals navigate through the complexities of domestic and international M&A transactions, particularly in light of the evolving global tax environment.
Gordon is the Principal in Charge of KPMG’s U.S. and Global Complex Transactions Group and Co-Principal in Charge of KPMG’s Washington National Tax M&A group.
Prior to joining KPMG, Gordon was the U.S. and global head of tax at Linklaters LLP, and, prior to that, the U.S. and global head of tax at Dewey & LeBoeuf LLP (as well as its predecessor firm, Dewey Ballantine LLP).
Professional and Industry Experience
Gordon’s primary areas of concentration are U.S. federal income tax considerations relating to domestic and cross-border mergers, acquisitions, spin-offs, divestitures, joint ventures, restructurings, bankruptcy and non-bankruptcy workouts, consolidated returns, and foreign tax credit, basis, earnings and profits and other tax attribute matters. He also has significant experience in the taxation of private equity funds and other collective investment vehicles as well as the taxation of complex financial arrangements and products.
Gordon has been recognized in Chambers USA, Chambers Global, Legal 500 and other publications as a leading tax individual in the United States.
Gordon is currently the First Vice-Chair of the Executive Committee of the New York Bar Association Tax Section and is a former co-chair of the New York State Bar Association Tax Section’s Committee on Reorganizations and Committee on Cross-Border Capital Markets. He is also a former chair of the American Bar Association Tax Section’s Committee on Affiliated and Related Corporations and is on the advisory board of the University of Chicago Tax Conference.
Gordon speaks frequently at professional education programs on federal income tax topics and has written extensively on corporate reorganization and other tax subjects. Among the forums at which Gordon has been a regular speaker are the American Bar Association, the D.C. Bar Association, the Federal Bar Association, the International Bar Association, the International Tax Institute, the New York State Bar Association, the Practicing Law Institute, the Southern Federal Tax Institute, the Texas Federal Tax Institute and the University of Chicago Tax Conference.
Gordon received an LL.B. from the University of Alberta and an S.J.D. from Harvard Law School.
Jeff Maddrey is a principal in the National Tax Office of PricewaterhouseCoopers LLP. Jeff advises on international and financial transaction planning issues. In addition, Jeff has a significant ruling and controversy practice that in financial products matters. Jeff works extensively with alternative asset managers on both trading and tax structuring issues as well as with US and foreign headquartered multinationals.
Jeff began his career at the IRS National Office as an attorney-advisor in the Financial Institutions and Products division of the National Office. While there, Jeff participated in drafting significant regulations addressing tax accounting for debt instrument and derivatives. From 1997 to 2000, Jeff moved to the United States Treasury Department’s Office of Tax Policy where he was first an attorney-advisor and then an Associate Tax Legislative Counsel.
Jeff is a member of the New York State Bar Association Tax Section Executive Committee and a co-chair of its Financial Transactions Committee. Jeff is a past chair of the ABA Financial Transactions committee. Jeff is a regular speaker at tax conferences, has authored numerous articles addressing taxation of derivatives, and has authored a Bloomberg BNA Portfolio (Maddrey, 181 T.M. Time Value of Money – Holders of Debt Instruments.)
Jeff received his L.L.M. from Georgetown University, his J.D. from University of Maryland School of Law, and his B.A. from Duke University.
Karen Gilbreath Sowell is a principal in Ernst & Young LLP’s National Tax Department. Based in Washington, D.C., Karen serves as a co-leader of the Mergers and Acquisitions group. A partner since 2001, Karen has advised the firm’s most significant clients on complex transactions, and leads the firm’s practice involving corporate spin-off transactions.
Karen was the US Treasury’s Deputy Assistant Secretary for Tax Policy from July 2007 to January 2009. She worked closely with the leadership of the Treasury Department during the financial crisis. She participated in the legislative process for the Economic Stimulus Act of 2008 and the Emergency Economic Stabilization Act (EESA) of 2008, and played a leadership role in the expedited issuance of important guidance projects directed at economic stabilization. She was co-leader of the Treasury Department’s promulgation of standards for the executive compensation requirements of EESA. She received the Treasury Distinguished Service Award in recognition of her contributions.
Among her other duties as Treasury’s Deputy Assistant Secretary for Tax Policy, Karen worked closely with the Internal Revenue Service to issue a substantial amount of significant regulations, revenue rulings, revenue procedures, notices and other guidance.
Karen first served at the Treasury Department from 1997 to 2001, where she was Associate Tax Legislative Counsel. She was primarily responsible for matters relating to corporate taxation in a period of prolific guidance, including regulations and other guidance governing spin-off transactions, taxable transactions, and the check-the box regime.
Karen was Chair of the Executive Committee of the Tax Section of the New York State Bar Association in 2018. She is a former chair of the Corporations Committee of the Tax Section of the American Bar Association.
Kathleen Pakenham is co-chair of Cooley's Tax practice group, serves on the firm's Management Committee and is the partner-in-charge of its New York office. Kathleen is a seasoned litigator in matters involving complex questions of federal tax law and procedure. She has represented clients in sizable tax controversies relating to tax shelter issues, options trading transactions, summons enforcement actions, tax fraud, subpoena requests and real property tax disputes. She has extensive experience advising clients at the pre-litigation assessment phase. She also represents clients involved in all types of internal and governmental investigations, in addition to state and federal trial and appellate matters. Her clients have included Fortune 500 companies in diverse industries such as banking, energy, telecommunications, and oil and gas.
Kathleen has been recognized consistently as a leader in the tax litigation and controversy practice area by Chambers USA and The Legal 500. Additionally, she was appointed to the prestigious United States Attorney General's Honor Program immediately after her graduation of law school. Kathleen also clerked for the Honorable Steven M. Gold of the United States District Court for the Eastern District of New York after graduating from law school.
Keith Eisenstein is a Partner in the State and Local Tax (“SALT”) practice of Ernst & Young LLP. He is in his 25th year as a practicing SALT consultant serving clients primarily in the Metro New York area.
Keith has expertise in providing services in all areas of state and local tax. His primary practice area is income/franchise tax, including multi-state planning, audit defense/appeals, and transactional consulting. Keith also provides similar services with respect to sales/use tax, property tax, employment tax, and credits/incentives.
He has worked with companies in various industries, including pharmaceuticals, technology, manufacturing, retail/consumer products, and services. He has also provided services to both domestic and multi-national, inbound companies.
Keith is currently the East Region SALT Health Sciences Sector Leader for EY and is also a member of the EY Indirect Tax Technical Review Committee and Innovation Committee.
Education and Professional Affiliations
Keith received his undergraduate degree in accounting from Bucknell University and his J.D. from Fordham University School of Law.
He is a member of the New Jersey and New York State Bars as well as the American Bar Association and New York State Bar Association.
Keith presents regularly at SALT conferences and coordinates EY’s annual East Region State and Local Tax Conference/Workshop. Keith has also co-authored several articles regarding SALT issues.
Kenneth Heitner has been an independent consultant/advisor to Deloitte Tax LLP since January 2019. Prior to joining Deloitte, Ken was a Tax Partner at Weil, Gotshal & Manges LLP and for the last 20 years was Co-Head of the Global Tax Department.
Ken’s practice focuses mainly on mergers and acquisitions, both public and private, including private equity, involving C corporations, S corporations and partnerships.
This includes taxable acquisitions, tax-free reorganizations and spin-offs.
For the past 15 years, Ken has been an adjunct professor at NYU School of Law teaching Taxation of Mergers & Acquisitions. Ken is also the general counsel and a member of the Board of Trustees for the Central Park Conservancy.
Kevin M. Jacobs is a Senior Technician Reviewer (TCJA) with the Office of Associate Chief Counsel (Corporate) at the IRS. He is currently assisting in overseeing Corporate’s guidance under TCJA. In addition, he advises the Associate Chief Counsel on all technical matters within the office’s jurisdiction. Historically, Kevin’s core practice focused on transactional planning, earnings and profits, the allocation and recovery of basis, troubled companies issues, and debt-equity determinations.
Before joining the Service, Kevin worked at international law firms in Washington, D.C. Kevin earned his J.D. from the University of Florida Levin College of Law, and an LL.M. in Taxation from New York University School of Law.
Lauren Angelilli is Co-Head of Cravath’s Tax Department. Her practice focuses on advising clients on the tax and structuring aspects of mergers and acquisitions, spin-offs, restructurings and joint ventures, both domestically and cross-border.
Ms. Angelilli also works with clients on securities offerings and other financing transactions and regularly represents clients in front of the IRS on private ruling matters. She is known by clients and peers for her “strong tax technical skills” and her “excellent job of communicating how the technical points impact a deal or business decision.
Ms. Angelilli’s clients have included Amblin Partners, AmerisourceBergen, Anheuser Busch InBev, Ashland, Cable ONE, Delta Air Lines, Disney, DreamWorks Animation, EMBARQ, Genpact, Graham Holdings, H.J. Heinz, Honeywell, the special committee of the board of directors of J.Crew, Knorr-Bremse, Occidental Petroleum, Pitney Bowes, UAL, Royal Dutch Shell, Shire, Sprint, Starbucks, Starwood Hotels, Time Warner, White Mountains Insurance, the transaction committee of the board of directors of Viacom, Xerox and the strategic review committee of the board of directors of Yahoo.
Ms. Angelilli has been repeatedly cited as a leading tax practitioner in the country by, among others, Chambers USA, The Legal 500 US and The Best Lawyers in America. In 2019, she was featured by Law360 as one of 14 “Influential Women in Tax Law” who have provided outstanding service to their clients. In 2018, Crain’s New York Business named Ms. Angelilli to its list of “Leading Women Lawyers in New York City,” and in 2016, she was named “Best in Tax” by Euromoney Legal Media Group’s Americas Women in Business Law Awards.
Ms. Angelilli was born in New York, New York. She received a B.S. magna cum laude from the Wharton School of the University of Pennsylvania in 1996 and a J.D. cum laude from Harvard Law School in 2000.
Ms. Angelilli joined Cravath in 2000 and became a partner in 2008.
Linda Z. Swartz is the Chair of Cadwalader’s Tax Group and a member of the Firm’s Management Committee. She focuses her practice on structuring investment vehicles and transactions for funds, family offices, partnerships and other asset managers; on structuring complex global mergers and acquisitions, spin-offs, joint ventures, and restructurings; and on foreign tax planning strategies. In addition being named one of 14 “Influential Women In Tax Law” by Law360, Linda has been consistently recognized as one of the country’s leading tax lawyers by independent commentators and industry publications, including Best Lawyers, Chambers USA, Euromoney, Expert Guides, International Tax Review, International Who’s Who, The Legal 500, Super Lawyers, Tax Directors Handbook, and Who’s Who in American Law, among other industry guides.
Linda has advised clients in numerous high-profile transactions, including:
Linda is widely published on transactional tax issues and frequently speaks on a broad range of topics, including each year at the PLI conferences on corporate, partnership, and real estate tax issues. She is a Member of the Executive Committee of the New York State Bar Association Tax Section and has chaired its Tax-Free Reorganizations, Bankruptcy, Consolidated Returns, Real Property, and Tax Accounting and Basis Committees. She received her J.D. degree from the University of Pennsylvania Law School in 1987 and her B.A. degree, magna cum laude and Phi Beta Kappa, from Bucknell University in 1984.
Lou Freeman, an attorney and CPA, is a retired partner of Skadden, Arps, Slate, Meagher & Flom LLP and was a member of the Tax Department in the Chicago office. He is a graduate of the Harvard Law School and has an LL.M. in Taxation from New York University.
Lou has served on the Board of Advisors of Corporate Taxation magazine. He has served as Chairman of the Chicago Bar Association Federal Taxation Committee, as a member of the Executive Committee of the New York State Bar Association Tax Section and as Chair of the Corporate Tax Committee of the American Bar Association Tax Section. He previously served as a member of the Tax Advisory Group of the American Law Institute Subchapter C Project, a Fellow and Regent of the American College of Tax Counsel, a member of the Advisory Board of New York University Institute on Federal Taxation, and a member of the Planning Committee for the University of Chicago Federal Tax Conference.
Lou has written and lectured extensively on tax subjects and served as Chairman for twenty-eight years of the Practising Law Institute seminar on “Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations, and Restructurings.” He also served as Co-Chairman for nineteen years for the Practising Law Institute seminar on “Domestic and Foreign Partnerships, LLC’s, Joint Ventures, and Other Strategic Alliances.”
Lou has been listed in Who’s Who in the World 25th Anniversary Edition, Who’s Who Legal: Illinois, Who’s Who in America, International Who’s Who of Business Lawyers, Who’s Who in American Law, International Who’s Who of Corporate Tax Lawyers, Who’s Who Legal: USA – Corporate Tax, Chambers Global: The World’s Leading Lawyers for Business, Chambers USA: America’s Leading Lawyers for Business, Best Lawyers in America, Global Counsel’s Tax Law Handbook, PLC Which Lawyer?, PLC Cross-border Tax on Corporate Transactions Handbook, Tax Directors Handbook, Legal 500, Euromoney’s Guide to the World’s Leading Tax Lawyers, Euromoney’s Best of the Best USA, and TDH Top 250 Individual Tax Advisers in the World.
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.
Michael L. Schler is Of Counsel and a retired tax partner in the New York City law firm of Cravath, Swaine & Moore LLP. He practices in the areas of mergers & acquisitions, corporate tax, international tax, consolidated returns, and financial products.
Mr. Schler is a past Chair of the New York State Bar Association Tax Section and is a member of the Executive Committee. He was the President and is now a Trustee of the American Tax Policy Institute. He is also the Chair of the New York Tax Forum. He is a member of the American College of Tax Counsel. He has been a Consultant to the American Law Institute Federal Income Tax Project on Integration of the Individual and Corporate Income Taxes, and to the Institute’s Project on Taxation of Private Business Enterprises. He is a past winner of the Chambers USA Award for Excellence in Corporate Tax, and has been recognized as a top rated tax lawyer by Chambers Global, Chambers USA, The Legal 500 and other publications.
Mr. Schler is the author of numerous published articles, including articles on tax reform, BEPS, consolidated returns, spinoffs, section 1032, section 356, tax shelters, and partnership carried interests. He is a speaker at numerous tax conferences, and was the chair or co-chair of the annual NYC Bar-Penn State Dickinson School of Law m&a tax conference and its predecessor conferences in 1998-2013.
Mr. Schler has degrees from Harvard College (A.B., magna cum laude), Yale Law School (J.D.), and New York University School of Law (LL.M. in Taxation).
Moshe Spinowitz advises multinational companies in connection with cross-border mergers and acquisitions, and post-acquisition restructuring and integration transactions. He also advises clients on a range of tax controversy matters during all phases of IRS audits and appeals.
Moshe Spinowitz’s experience includes advising multinational companies in connection with the integration and restructuring of their operations following large cross-border acquisitions, advising pharmaceutical and technology companies in connection with the structuring of their intellectual property holdings, advising companies in connection with U.S. tax reform, and successfully representing several multinational corporations before IRS appeals in connection with intercompany financing transactions.
Select representations include:
Prior to joining Skadden, Mr. Spinowitz served as a law clerk to Judge Michael Boudin on the United States Court of Appeals for the First Circuit, and Justice Antonin Scalia on the United States Supreme Court.
Mr. Canellos is of counsel at the tax department of the law firm of Wachtell, Lipton, Rosen & Katz in New York City. He is a graduate of Columbia University (A.B. 1964, Summa Cum Laude and L.L.B. 1967, Magna Cum Laude), serving as editor-in-chief of the Law Review. Mr. Canellos clerked for Judge Charles D. Breitel of the New York Court of Appeals and was a Fulbright Scholar at the University of Amsterdam, the Netherlands. Mr. Canellos has also served as chairman of the New York State Bar Association Tax Section, and as the General Reporter at the 2005 IFA Congress session dealing with international mergers and acquisitions.
Mr. Rocap is a partner in Tax Group of Kirkland & Ellis LLP, located in the Chicago office. His practice focuses primarily on the tax aspects of business transactions, with particular focus on structuring mergers and acquisitions, leveraged buyouts, recapitalizations, venture capital and mezzanine investments, and private equity fund formations. He is a lecturer at the University of Chicago Law School and is a coauthor of Mergers, Acquisitions, and Buyouts, by Martin D. Ginsburg, Jack S. Levin and Donald E. Rocap, and a coauthor of Structuring Venture Capital, Private Equity, and Entrepreneurial Transactions, by Jack S. Levin and Donald E. Rocap. He has been selected as one of America’s Leading Lawyers for Business in Tax by Chambers USA every year since 2004 and as one of The World’s Leading Lawyers for Business in Tax by Chambers Global each year since 2002. Mr. Rocap received his undergraduate degree from Duke University and his J.D. from the University of Virginia Law School, where he was a member of the Order of the Coif. Prior to joining Kirkland & Ellis, he was with the U.S. Treasury Department’s Office of Tax Policy, serving as Deputy Tax Legislative Counsel (Regulatory Affairs).
Mr. Schnabel is the chair of Davis Polk’s Tax Department. He advises clients on a full range of transactions, including M&A, spinoffs, financing, PIPEs, partnerships and S corporations, joint ventures, fund formation and inversions. He is a former Chair of the Tax Section of the New York State Bar Association, a member of the Planning Committee of the University of Chicago Law School Tax Conference, a Fellow of the American College of Tax Counsel and a frequent speaker and writer on the tax aspects of M&A and private equity and various tax issues.
Mr. Sensenbrenner has extensive experience in assisting clients in the planning and execution of mergers, acquisitions and spin-offs, and in structuring cross-border investments and capital markets transactions.
Mr. Sensenbrenner regularly advises U.S. and international multinational companies in connection with cross-border mergers and acquisitions, and post-acquisition restructuring and integration transactions, and represents clients in connection with structuring cross-border investments, including the formation of U.S. and foreign joint ventures. Mr. Sensenbrenner also regularly advises clients with respect to international tax planning matters generally, including subpart F, the foreign tax credit and transfer pricing. He is a frequent author and lecturer on topics related to corporate and international taxation.
Mr. Sensenbrenner repeatedly has been selected for inclusion in Chambers Global: The World’s Leading Lawyers for Business and Chambers USA: America’s Leading Lawyers for Business, and also has been named in Who’s Who Legal: Corporate Tax. He was a member of the deal team recognized by the Daily Journal with a 2016 California Lawyer Attorneys of the Year award for innovative work on behalf of Broadcom Corporation in its acquisition by Avago Technologies, which was named the Americas Technology and Telecom Tax Deal of the Year at the 2016 International Tax Review Americas Awards
Mr. Wessel is the Co-Principal in Charge for KPMG’s Washington National Tax M&A Tax Group. With his experience as a former law clerk in a U.S. District Court, private attorney, and official at the Internal Revenue Service and the U.S. Treasury Department, he practices in numerous areas of federal income taxation. He advises KPMG clients on all aspects of corporate taxation, with an emphasis on spin-offs, mergers and acquisitions, restructuring transactions, debt and equity offerings, and consolidated returns. He also has testified as an expert by deposition and at trial in two significant litigations in federal district court. He is a member of the WNT Senior Tax Partner Advisory Committee and also serves in KPMG’s Tax Leadership.
Prior to joining KPMG in 2000, Mr. Wessel was a founding partner of McKee, Nelson, Ernst & Young LLP. From 1991-2000, he was the lead merger and acquisition tax partner in the King & Spalding, D.C. office. From 1990-1991, he was Special Counsel to the Chief Counsel for the Internal Revenue Service where he served as the principal legal advisor to the Chief Counsel on the development of regulations, rulings, and designated tax litigation. From 1985-1990, he served as Associate Tax Legislative Counsel and Attorney-Advisor in the U.S. Treasury Department’s Office of Tax Legislative Counsel with primary responsibility for developing corporate tax legislation and regulatory guidance. From 1980-1982, he served as a Law Clerk to the Honorable Jacob Mishler, U.S. District Court for the Eastern District of New York.
Education and Qualifications
Mr. Wessel earned an LL.M. in taxation from the New York University School of Law in 1985. He earned his J.D., cum laude, in 1980 from the New York University School of Law, where he served on the New York University Law Review and was a member of the Order of the Coif. He graduated, magna cum laude, in 1976 with a B.S.E. from the University of Pennsylvania, The Wharton School, where he was elected to Beta Alpha Psi. He also is an active member of the American Bar Association Section of Taxation where he has served as the Chair of the Corporate Tax Subcommittee on Tax-Free Distributions, a co-chair of the Corporate Tax Subcommittee for Policy and Special Projects, the Chair of the Corporate Tax Subcommittee on Tax-Free Reorganizations, the Chair of the Corporate Tax Subcommittee on Affiliated Group Acquisitions, and a Vice Chair for the Committee on Corporate Tax. He regularly speaks on subjects in his practice areas at forums such as: ALI-ABA, the American Bar Association, the Federal Bar Association, and the Practising Law Institute. Among his various writings, Mr. Wessel is a principal author of the more than 1,800-page Practising Law Institute work on Corporate Distributions under Section 355. He is listed in The International Who’s Who of Corporate Tax Lawyers, The International Who’s Who of Corporate Tax Expert Witnesses, The International Who’s Who of Business Lawyers, Who’s Who Legal: Thought Leaders – Global Elite, Who’s Who Legal: Thought Leader for Corporate Tax, WhosWhoLegal.com, The Best Lawyers in America, International Tax Review’s Expert Guide to the World’s Leading Tax Advisors, The Best of the U.S., and The Washington DC Area’s Best Lawyers. Mr. Wessel was selected as a runner-up for Tax Notes’ “Person of the Year” for 2013 and also has been named one of the 30 “Best of the Best” tax advisers in the United States by in-house counsel and his peers in The Best of the Best USA, 2012, 2015, 2017, and 2019.
Nicholas J. DeNovio, Global Chair of Latham & Watkins’ International Tax Practice, is a partner in the Washington, D.C. office and member of the Audit Committee and Strategic Client Committee.
Mr. DeNovio advises large domestic and international corporations on cross-border transactions involving mergers and acquisitions, spin-offs, financings, and group structuring. He has represented a number of the world's leading corporations on multi-billion dollar transactions covering jurisdictions around Europe, Asia, and the Americas.
Mr. DeNovio began his career in private practice in New York City and became a partner at a global law firm. He is a member of the board for the George Washington University (GWU)/Internal Revenue Service (IRS) International Tax Program and served as Chair of the University of Chicago’s Federal Tax Conference from 2012 – 2014.
Mr. DeNovio is consistently ranked by The Legal 500 US, Chambers USA and Super Lawyers as one of the leading tax lawyers in the District of Columbia. In addition, The Legal 500 US and Chambers Global regularly recognize him for his international tax work.
Mr. DeNovio is a renowned speaker and writer for organizations such as Tax Executives Institute (TEI), Practicing Law Institute (PLI), International Fiscal Association (IFA), National Foreign Trade Council (NFTC) and various bar associations.
Peg O’Connor is the Deputy Associate Chief Counsel (Operations and International Programs) for ACCI.
Prior to joining Chief Counsel, Ms. O’Connor was the Senior Advisor to the Director of Cross Border Activities, Large Business and International. Prior to joining the IRS, Ms. O’Connor was a partner in the national office of Ernst and Young LLP for nearly 20 years advising on issues relating to international tax.
Ms. O’Connor holds a B.A. from Bryn Mawr College, a J.D. from the University of Maryland, and a MLT from Georgetown University.
Philip B. Wright is a Partner in the law firm of Bryan Cave Leighton Paisner LLP and is a member and co-leader of the Tax Advice and Controversy Practice 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 has taught Partnership Taxation and Mergers and Acquisitions Taxation. He has served as an adjunct professor in the Masters Tax Program at Washington University School of Law. 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.
Richard Nugent has 20 years of experience advising parties on the tax aspects of public and private M&A deals, spin-offs, and internal restructurings and advising debtors and creditors within and outside bankruptcy. He also advises on financings and other capital markets transactions, partnerships, REITs, and real estate deals.
Richard recently advised Wabtec in its $11.1 billion RMT with GE Transportation (and related financings); the term loan lenders in the iHeart bankruptcy; Procter & Gamble in its $4.2 billion acquisition of Merck KGaA's worldwide consumer health business and its acquisitions of This is L. and Snowberry; Conagra Brands in its $10.9 billion acquisition of Pinnacle Foods (and related financings); The Carlyle Group in its sale of Signode Industrial Group for $4 billion; Eagle Tree Capital in several private equity transactions (and related financings); and the term loan lenders in the Sungard, Catalina, David's Bridal, and rue21 bankruptcies.
Before joining Jones Day, Richard worked on many notable transactions, including advising Procter & Gamble on the tax-free RMT dispositions of its specialty beauty business to Coty and its Folgers coffee business to Smucker, the tax-free split-off of Duracell to Berkshire Hathaway, and the sale of Pringles to Kellogg; the Treasury Department in the General Motors and Chrysler bankruptcies; Pfizer in several acquisitions and dispositions; and LyondellBasell in its bankruptcy.
Richard is a member of the Tax Forum and the Executive Committee of the NYSBA Tax Section and speaks regularly at the Practising Law Institute (PLI) on REITs.
Russell Jones is a Special Counsel in the Office of Associate Chief Counsel (Corporate) at the IRS. Prior to joining the IRS in 2009, he was an associate with Cleary Gottlieb Steen & Hamilton LLP in London and New York. Before that, he was an associate with Baker Botts LLP in Houston. He has a bachelor’s degree from Oberlin College, an M.P.Aff. from the LBJ School of Public Affairs at the University of Texas at Austin, and a J.D. from Harvard Law School.
Scott Levine advises on the tax aspects of corporate transactions, including international and domestic mergers and acquisitions, leveraged buyouts, spin-offs and other divestitures, restructurings, financings, and joint ventures. He also has negotiated private letter rulings with the Internal Revenue Service in the corporate, international, financial instruments, and energy credit tax areas. He has advised on the tax aspects of structuring cross-border acquisitions and financial instruments.
Scott advised Procter & Gamble on the sale of its pet foods business to Mars, Essilor in its buyout of PPG's interest in Transitions, and Lam Research on its acquisition of Novellus Systems. In the renewable energy sector, he advised SunPower on its acquisition of PowerLight and Solyndra on issues related to solar energy credits. Other representative clients include Abbott Labs, Albemarle Corporation, Bank of America, Celgene, Dow Corning, Laureate Education, Monsanto, and T-Mobile.
Before joining Jones Day, Scott was a senior manager in KPMG's national tax office.
Scott is currently an adjunct professor of law at the Georgetown University Law Center in Washington, D.C. and the International Tax Center at Leiden University in the Netherlands, where he teaches courses on corporate taxation. He has lectured at internal continuing professional education programs and frequently participates as a panelist on programs addressing a wide range of topics from corporate tax to energy credit issues.
Scott is an active member of the ABA’s Tax Section, the vice chair of the ABA’s Corporate Committee, and the primary author of several comment letters including the ABA’s recent letters on the proposed GILTI regulations, the temporary section 245A regulations, the final GILTI regulations, and the proposed opportunity zone regulations as they related to corporate and consolidated issues. Scott was a member of the D.C. Bar Tax Section's Steering Committee and chair of the Tax Section's Corporate Tax Committee. He has been the Chair of the DC Bar’s Annual Tax Reform Conference since its inception in 2017.
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.
Thomas Humphreys is a partner in Mayer Brown's New York office and a member of the Tax Transactions & Consulting practice. He has extensive experience with the tax aspects of capital markets transactions; financial instruments; real estate investment trusts; mergers and acquisitions; bankruptcy and reorganization; tax controversy, including transfer pricing; and international transactions. Thomas also works with investment banks and issuers on developing new financial products.
He is the author of Limited Liability Companies and Limited Liability Partnerships, published by Law Journal Seminars Press. He is also a co-author of Federal Taxation of Partnerships and Partners, a CCH Expert Treatise Library publication. He frequently speaks on tax topics before various audiences, including the Practising Law Institute.
Thomas is an adjunct professor of law at New York University Law School, where he teaches Taxation of Financial Instruments in the LLM program. He is also a solicitor, admitted as a member of the Law Society of England and Wales.
Will is an investment banker and Managing Director at Citigroup Global Markets Inc., where he focuses on tax-advantaged domestic and cross-border M&A transactions, capital structure solutions and financings for public and private companies.
Will has served as an adjunct assistant professor at Brooklyn Law School and taught classes on the taxation of securities and derivatives and the taxation of partnerships. He has also taught as an adjunct at the Peter J. Tobin School of Business at St. John’s University and has given guest lectures for classes at Harvard Law School and NYU’s Leonard N. Stern School of Business.
Will currently serves on the Board of Directors of the International Tax Institute, is a member of the New York Steering Committee of the International Fiscal Association, and was formerly Chair of the U.S. Activities of Foreigners and Tax Treaties Committee of the ABA’s Section of Taxation. He is sldo a former John S. Nolan Fellow and also served on the ABA’s Task Force on International Tax Reform. Will speaks frequently about Federal income tax matters.
Prior to joining Citigroup, Will was a Senior Attorney at Cravath, Swaine & Moore LLP, a law firm in New York City; he earned his J.D. (magna cum laude) from Boston University School of Law.
Based in Washington, D.C., Blake practices federal taxation, with emphasis on matters relating to partnership and real estate taxation. His practice includes planning, policy and controversy matters. He has extensive experience structuring large partnership and real estate transactions.
Blake is listed in The Best Lawyers in America and in Super Lawyers in both the tax and real estate categories. Chambers USA described him as “a masterful attorney whose expertise in partnerships and real estate is unparalleled;” “phenomenal for partnership tax issues;” “one of the best at tax structuring;” and “an absolutely sterling individual.” Legal 500 “highly recommends” him as an “industry leader” for both partnership and real estate matters; PLC Which Lawyer? recommends him as “highly regarded;” and Washingtonian Magazine named him as one of the top lawyers in Washington, D.C. He is also listed in Who’s Who in America and in Who’s Who in American Law. He has been rated AV Preeminent by Martindale-Hubbell every year since 1997. He is the author of more than 180 professional articles, is a frequent lecturer on tax topics at conferences across the country, and has testified at the invitation of the U.S. House of Representatives Committee on Ways and Means as an expert on tax issues.
Blake has been active in both the District of Columbia Bar and the American Bar Association. He served as Chair of the 1,600 member District of Columbia Bar Section of Taxation, and twice served as Chair of its Passthroughs and Real Estate Committee. He served as Chair of the American Bar Association Section of Taxation Real Estate Committee. He serves as Partnership and Real Estate Chair for New York University’s Annual Institute on Federal Taxation, and also serves as Chair of three other annual national tax conferences. He served as Vice Chair of the Tax Policy Advisory Committee of the Real Estate Roundtable, and is a member of the National Association of Real Estate Investment Trusts.
Prior to joining EY in 2016, Blake was Global Vice-Chair of the U.S. & International Tax Group at McDermott Will & Emery and also Head of its Washington Tax Practice. Prior to that, Blake was Chair of the Tax Practice at Arnold & Porter. From 1984 through 1987, Blake served with the Office of Tax Legislative Counsel, U.S. Department of Treasury. He was deeply involved in the development of the Tax Reform Act of 1986 provisions and administrative guidance affecting partnerships and real estate. Before joining the Treasury Department, Blake practiced in Philadelphia and was an Adjunct Professor in Villanova University’s Master of Laws in Taxation program, where he taught courses on tax planning for real estate transactions.
J.D., cum laude, Order of the Coif, University of Pennsylvania School of Law
M.B.A., with distinction, Beta Gamma Sigma and Beta Alpha Psi, Wharton School of the University of Pennsylvania
B.A., Haverford College
José is a National Tax partner and leads the International Tax Services group within Ernst & Young LLP’s National Tax Department. José also serves as the firm’s National Director of Technical Services for the International Tax Services practice. His practice focuses primarily on cross—border acquisitions, dispositions and restructurings. Prior to his current role, José was in the Treasury Department’s Office of Tax Policy, where he assisted with the development of international tax policy, Treasury regulations and other guidance, and negotiating income tax treaties. Prior to his time at the Treasury Department, he was part of EY’s International Tax Services practices in the Houston and Washington, DC offices. José received a MPA (Taxation) and a BBA (Accounting) from The University of Texas at Austin. José is a CPA licensed in Texas and Washington DC. José is a frequent contributor to international tax publications and speaker at internal and external international tax seminars.
Widely recognized as one of the top corporate tax lawyers, Mark Silverman advises large public corporations as well as closely held businesses on tax planning and transactional matters. He has extensive experience structuring acquisitions, mergers, and spin-off transactions. Mark is often called upon to advise the IRS, Treasury Department, and the staffs of the Congressional tax writing committees on corporate tax issues, and previously served as an advisor to the Committee on Ways and Means during its consideration of revisions to the corporate tax provisions of the Internal Revenue Codes.
A significant part of Mark’s practice involves resolving tax policy issues before Congress and the Treasury Department. Clients also turn to Mark for his extensive experience with audit and tax controversy matters, including effectively negotiating with IRS appeals officers, National Office officials, and district counsel in settling significant audit issues.
Mark is the former chair of the corporate tax committee and a counsel member of the ABA Tax Section. He is a member of the advisory boards of BNA Tax Management, Consolidated Returns Tax Report, M&A Tax Report, and Corporate Taxation magazines. Mark chairs the annual PLI Consolidated Returns program. He is a frequent speaker on tax matters and has published numerous articles on the subject.
William Burhop serves as a Senior Technician Reviewer in Branch 5 of the Office of the Associate Chief Counsel (Corporate), where he primarily works on issues involving Subchapter C and consolidated returns. Previously, he was an Assistant to the Branch Chief and an Attorney in Corporate, and an Attorney in the Office of Associate Chief Counsel (Income Tax & Accounting). Mr. Burhop earned his B.A. in History from the University of Pennsylvania, his J.D. from American University – Washington College of Law, and his LL.M. from Georgetown University Law Center.
Marc is a Partner in the National Tax Mergers and Acquisitions group within the Transaction Advisory Services practice of Ernst & Young LLP, and is located in San Francisco, CA. His practice focuses on federal corporate income tax, and consolidated return matters.
Marc previously served as Associate Tax Legislative Counsel and an Attorney-Advisor in the U.S. Department of the Treasury, Office of Tax Policy. In that capacity, his principal responsibilities included, among others, developments in the taxation of corporations. Specifically, Marc was the principal reviewer on all corporate tax guidance projects, including: the final consolidated return Unified Loss Rule; final regulations regarding the transfer of assets or stock following a reorganization; proposed regulations regarding the active trade or business requirement under section 355; and proposed regulations that would allow for an election under section 336(e). He was also a frequent speaker, representing the Treasury Department at various tax conferences sponsored by the ABA, DC Bar Association, NYSBA, and PLI.
Prior to joining the Treasury Department, Marc served as a Senior Technician Reviewer at the Internal Revenue Service, Office of the Associate Chief Counsel (Corporate). Prior to joining the government he was a Senior Tax Manager at Deloitte Tax LLP in Chicago.
Marc is a graduate of the University of Minnesota (B.S. Accounting), and Loyola University Chicago School of Law (J.D.).
Mark is the current Branch Chief of Branch 2 in the Office of Chief Counsel (Corporate). He has worked for the Corporate division since 2000. Mark received a LL.M. (tax) and JD from Boston University School of Law and a BA from Brandeis University.