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Taxation of Financial Products & Transactions 2020


Speaker(s): D. Peter Merkel, David Lasker, Diana A. Imholtz, Eileen Marshall, Kristen M. Garry, Lisa M. Zarlenga, Lucy W. Farr, Matthew A. Stevens, Maureen N. Smith, Michael A. Meisler, Michael E. Bauer, Michael Mou, Nicholas A. Machen, Nicholas C. Mowbray, Pamela Lew, Paul W. Oosterhuis, Rebecca E. Lee, Rhiannon Nakano, Richard G. Larkins, Robert W. Wood, Shlomo C. Twerski, Y. Bora Bozkurt
Recorded on: Jan. 13, 2020
PLI Program #: 277197

D. Peter Merkel serves as the Branch Chief for Branch 5 of the IRS, Office of Associate Chief Counsel (International).  Prior to joining Branch 5, he was a tax associate at Cadwalader, Wickersham & Taft in Washington, DC.   Peter earned his B.A. in public policy from Hamilton College, J.D. from American University, and LL.M. from New York University.  After attending NYU, Peter served as law clerk to the Honorable Robert P. Ruwe at the United States Tax Court. 


David is a Principal in EY’s Financial Services Organization (FSO) Tax practice.  David has over 15 years of Experience advising financial services organizations on technical tax issues, tax audits, tax policy and Financial accounting.

David has extensive experience advising on M&A transactions, developing and implementing internal restructurings and non-transactional international tax planning initiatives. David has extensive experience leading global transfer pricing policies and managing tax policy and controversy matters.

Prior to joining EY, David was a Managing Director - Head of International Tax at BNY Mellon.  He served in various senior roles during his 10 years with BNY Mellon, including tax liaison to the bank’s Executive Governance Committee. Earlier in his career, David served as Vice President - International Tax at CIT Group Inc. and as a senior tax associate with PwC LLP.

David received a Juris Doctorate from Fordham Law School and an LL.M. in Taxation from New York University School of Law.

 


Eileen Marshall is a partner in the tax practice at Cooley LLP, based in the Washington D.C., and Palo Alto offices.  Eileen represents life sciences and technology companies and other growth enterprises at every stage of their development, as well as the venture firms, private equity firms and investment banks that finance and advise them.  Eileen's practice includes all aspects of domestic and cross-border mergers, acquisitions, divestitures, restructurings, tax-free reorganizations, spin-offs, and formation transactions.  She also has significant experience advising on tax issues in connection with public and private equity and debt financings and restructurings.

Eileen is a Council Director of the American Bar Association Tax Section, an officer of the Corporate Tax Committee of the American Bar Association Tax Section, a former chair of the Financial Transactions Committee of the American Bar Association Tax Section, and a former chair of the Financial Products Committee of the District of Columbia Bar Association Tax Section.  Eileen speaks regularly on panels for various groups, including the TEI SJSU High Tech Tax Institute, Practising Law Institute, American Bar Association Taxation Section, and District of Columbia Bar Association Tax Section.

Eileen received a Bachelor of Arts degree, summa cum laude, from University of Pennsylvania and a Juris Doctor from Yale Law School.  She is a member of the California, New York and District of Columbia bars.


Kristen Garry is head of Shearman & Sterling’s Washington D.C. office and a partner in the tax practice.  She regularly advises financial institutions and other domestic and foreign clients on issues relating to financial products, cross-border structured finance and mergers and acquisitions.  Kristen has represented numerous international and U.S. corporations in connection with private and SEC-registered securities offerings (both debt and equity).  She is a “leading lawyer” in financial products according to The Legal 500 (2019).  She also assists clients with IRS audits, appeals and tax litigation.  Kristen represents a broad range of clients including Ardagh, Barclays, Citigroup, Jefferies, Nokia and Susquehanna International Group LLP. 

Relevant experience includes representation of:

•     Ardagh in connection with its offering of $1.8 billion of notes, consisting of €440 million 2.125% senior secured notes due 2026, $500 million 4.125% senior secured notes due 2026 and $800 million 5.250% senior notes due 2027

•    Atlas Copco on U.S. tax matters during Epiroc’s spin-off from the company

•    The underwriters in connection with a Rule 144A/Reg S global, international Slovenian IPO and privatization for Nova Ljubljanska banka d.d., Ljubljana ("NLB")

•    Tele2 AB in connection with its SEK 27 billion merger with Com Hem

•    A major financial institution with a pre-filing conference with U.S. Competent Authority

Prior to joining the firm, Kristen clerked with the U.S. Tax Court.  Kristen received both her J.D. and LL.M. in Taxation from New York University School of Law and her B.A., magna cum laude, from Cornell University.


Lisa Zarlenga represents public and private companies on federal income taxation issues, with a focus on corporate transactional and planning matters as well as on tax policy issues with respect to tax legislation and Treasury guidance. Lisa also advises clients on structuring tax-free and taxable acquisitions and dispositions, tax-free spin-offs, and internal restructurings, including providing opinion letters and seeking advance rulings from the IRS. She also assists clients in restructuring financially troubled businesses and advises on the special rules governing consolidated groups.

Drawing on her experience as Tax Legislative Counsel at the US Treasury Department’s Office of Tax Policy, Lisa marries substantive tax knowledge with first-hand insights on the guidance and other processes at Treasury. She helps clients advocate for and resolve tax policy issues before the Treasury Department and IRS involving proposed and pending regulations and other administrative guidance, and before Congress involving legislation.

Lisa has combined her policy and transactional backgrounds to advise clients on certain specialized tax issues, such as blockchain and digital currency and qualified opportunity zones.  She advises clients on conducting digital currency transactions and conversions, token offerings, and different investment and entity structures.  With respect to qualified opportunity zones, Lisa has advised investors and funds on the intricate tax rules that govern the investments and structured those investments.  She has also assisted clients during the rulemaking process, including preparing comment letters and meeting with policymakers.

 

Clerkship & Government Experience

  • Hon. Robert P. Ruwe, US Tax Court
  • Tax Legislative Counsel, Department of the Treasury, Office of Tax Policy

Education

  • LL.M., Georgetown University Law Center, with honors, Taxation
  • J.D., Ohio State University Moritz College of Law, Order of the Coif; Associate Editor, Ohio State Law Journal
  • B.S., Ohio State University, summa cum laude, Beta Gamma Sigma, Accounting

Awards

  • Fellow, American College of Tax Counsel
  • Chambers USA, Tax, DC (2018-2019)
  • The Best Lawyers in America, Tax Law (2018-2019)
  • Super Lawyers, Washington, DC, Tax (2017-2019)
  • Treasury Exceptional Service Award (2015), Special Act Award (2011)
  • Washingtonian magazine, "Best Lawyers," Tax (2015, 2017-2018)
  • Legal 500 US, Finance: Not-for-Profit, Nonprofit and Tax Exempt Organizations; Government: Government Relations; Tax: International Tax; Tax: US Taxes, Contentious (2017-2018); Tax: US Taxes, Non-Contentious (2016-2018); Domestic Tax, East Coast (2009-2010)

 


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

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

Education

Harvard University
(J.D., 1990)

University of Kansas
(B.A., 1987)


Maureen is a Director and Tax Counsel at Credit Suisse.  Her practice involves advising Credit Suisse on a broad variety of corporate and partnership taxation issues, including the taxation of financial products. 

Maureen is the chair of the Tax Subgroup of the Accounting and Tax Working Group of the Alternative Reference Rates Committee (ARRC), as well as head of the North American Tax Group of the International Swaps and Derivatives Association (ISDA). 

Before joining Credit Suisse, Maureen was an Executive Director and Tax Counsel at Morgan Stanley and an associate at Cleary Gottlieb Steen & Hamilton LLP. 

 

Education

New York University School of Law, LLM in Taxation

University of Pennsylvania Law School, JD

Columbia College, BA

 


Michael is a Partner in EY’s National Tax Practice, where he leads the firm’s Cryptocurrency Tax Center of Excellence.  He served as the firm’s Global Blockchain Tax Leader between November 2016 and October 2019.  In addition, he continues to service coordinate EY’s delivery of Tax services to select clients in EY’s Financial Services Organization (“FSO”).

Michael previously served as a partner in the FSO.  He has over 30 years of experience providing tax advice with respect to financial products and transactions for securities industry clients, including commercial and investment banks, broker-dealers, hedge funds, private equity funds and securities and commodities firms, both domestically and internationally. He also provides tax consulting services to fintech companies and to partnerships that specialize in investing in real estate and infrastructure projects.

Michael is a CPA, licensed in the state of New York. He is also a member of the New York State Bar, Second Department, and a member of the New York State Bar Association’s Tax Section. In addition, he is a member of the Wall Street Tax Educational Corp.

Michael holds a LL.M. from the New York University School of Law, a J.D. from Fordham University’s School of Law and a B.S. from the Leonard Stern School of Business at New York University.  He serves as an adjunct professor at New York University and Baruch College and serves as the co-chair of the Introduction to Partnership Taxation course at NYU’s Summer Tax Institute.


Michael is a Principal in the International Tax Services group of Deloitte’s Washington National Tax office.  Michael’s practice principally concentrates on taxation of financial instruments, foreign currency, and cross-border treasury operations.  He advises U.S. multinationals, investment banks, banks, hedge funds, and other financial institutions on tax issues related to capital market products, derivatives, and foreign currency transactions.  Michael has extensive experience with respect to tax issues arising from international treasury operations (including cash pooling and in-house bank structures) and has worked with treasurers from many U.S. multinationals on the restructuring of their global treasury operations.

Michael received his J.D., cum laude, from Loyola Law School, Los Angeles, in 2004, where he was named to the Order of the Coif and served as an Editor of Loyola Law Review.  He received his L.L.M. in Taxation from New York University School of Law in 2005 where he also served as a Graduate Editor of New York University Journal of International Law and Politics.  He is a licensed member of the California, New York and DC Bars. 

Michael speaks frequently on tax topics involving foreign currency, financial products and treasury operations.  He has also published numerous articles in publications such as International Tax Journal, The Tax Adviser, and Tax Notes.


Mr. Machen is a Senior Vice President in Citigroup’s Tax Department.  He supports Citi’s corporate Treasury and various business lines by providing advice on the taxation of corporate finance, derivatives and other financial products.  Prior to joining Citigroup, Mr. Machen was a tax associate at Davis Polk & Wardwell LLP where his practice focused on the taxation of financial products, mergers and acquisitions, and tax controversy.


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.

 


Ms. Imholtz is a Special Counsel in the Financial Institutions & Products Division (FIP) of the IRS Office of Chief Counsel (Chief Counsel) in Washington, D.C.  FIP provides legal advice on tax issues involving banks, thrift institutions, insurance companies and products, regulated investment companies, real estate investment trusts, annuities, debt instruments, securitization vehicles, derivatives, tax-exempt bonds, and numerous other types of financial instruments and entities.  She previously served as a Branch Chief in FIP and as a Senior Technical Reviewer in the International Division of Chief Counsel. 

Prior to joining Chief Counsel, Ms. Imholtz worked at the law firm of Holland & Knight LLP, where she specialized in tax laws pertaining to tax-exempt bonds.  She previously served as an attorney-advisor to the Honorable Lewis R. Carluzzo at the United States Tax Court.  Ms. Imholtz holds a B.S. from Moravian College and a J.D. from the University of Pittsburgh School of Law, where she was lead topics editor of the University of Pittsburgh Law Review.  She is a member of the District of Columbia bar.


Ms. Lew is a Senior Counsel in the Financial Institutions & Products Division (FIP) of the IRS Office of Chief Counsel (Chief Counsel) in Washington, D.C.  FIP provides legal advice on tax issues involving banks, thrift institutions, insurance companies and products, regulated investment companies, real estate investment trusts, annuities, debt instruments, securitization vehicles, derivatives, tax-exempt bonds, and numerous other types of financial instruments and entities.    

Prior to joining Chief Counsel, Ms. Lew worked at KPMG as an auditor.  Ms. Lew holds a B.A. from UC Berkeley, a J.D. from the UCLA School of Law, and a M.S. Finance from Johns Hopkins University.  She is a member of the Maryland bar and a CPA licensed in California.


Nicholas Mowbray focuses his practice on U.S. and international tax matters. Nicholas regularly advises clients on ways to enhance the tax efficiency of commercial transactions and operating structures, while also counseling clients in financial transactions, restructurings, acquisitions, joint ventures and dispositions. His work across industries includes advising clients in the areas of asset management, aerospace, banking, insurance, oil and gas, digital platforms, life sciences and consumer products.


Rebecca Lee is a Principal in PricewaterhouseCoopers' International Tax Services Group in the Washington National Tax Practice. She consults with the firm's practice offices and clients on domestic and international tax issues arising in complex financial transactions, including swaps, forwards, futures, options, repo agreements, debt issuances and equity transactions. Rebecca's experience includes advising on the special rules applicable to financial transactions, including debt issued with original issue discount, premium and market discount, constructive ownership transactions, constructive sales, short sales, hedging transactions, straddles, securities lending transactions and debt modifications. Rebecca's practice includes both the outbound and inbound consequences of such financial transactions, including withholding, subpart F determinations and foreign currency issues.


Rhiannon Nakano is a Director in International Tax at Citigroup.  She supports the Firm’s international tax planning, and she is responsible for Citigroup’s response to the Base Erosion Anti-Abuse Tax (BEAT).  Ms. Nakano previously served on the Business Tax Advisory team at Citigroup, supporting the institutional Equities and Prime Finance businesses.  Prior to joining Citigroup, Ms. Nakano was a tax associate at Davis Polk & Wardwell, where her practice focused on the taxation of financial products and tax controversy.


Robert W. Wood is a tax lawyer with Wood LLP.  He is a member of the bar in California, New York and other states, and is qualified as a Solicitor in England and Wales.  He often advises on the tax treatment of legal settlements and legal fees, and on litigation finance transactions. He is the author of a number of tax books, including Taxation of Damage Awards and Settlement Payments (Tax Institute), and the Bloomberg Tax Management Portfolio on the same topic (522 T.M.).  He also writes regularly for Tax Notes, Forbes and other publications.  


Role

Richard is a Partner in Ernst & Young LLP’s National Tax Department in Washington, D.C. Richard works in the Capital Markets Tax Practice and specializes in the taxation of financial products and transactions.

Richard has nearly twenty-five years of experience in the taxation of financial products and transactions. He currently consults with clients on a range of tax issues regarding the taxation of debt instruments, cross-border financing transactions, debt and equity financing, bankruptcy workouts, debt renegotiations, derivatives, hedging transactions, and securitizations.

Richard is a frequent speaker at tax conferences and has authored numerous articles on various topics related to the taxation of financial transactions.  Richard is also a contributing author to the Federal Income Taxation of Debt Instruments (Seventh Edition), published by CCH.

 

Background

Immediately prior to joining Ernst & Young in 2002, Richard was a Principal in Arthur Andersen’s Office of Federal Tax Services in Washington, D.C. Richard has also worked in the U.S. Federal Government as an Attorney-Advisor in the Internal Revenue Service Chief Counsel’s office and as a Special Assistant to the Assistant Attorney General (Tax Division) in the U.S. Department of Justice.  In addition, Richard was an associate at two large law firms.

Richard received a B.A. in Accounting from the University of Washington (1984) and a J.D. from the Northwestern University School of Law (1990). Richard is admitted to the Bar in both Illinois and the District of Columbia. Richard also is a Certified Public Accountant (CPA) licensed in both Washington state and the District of Columbia.

He is a member of the American Institute of CPAs, the National Association of Black Accountants, the American Bar Association, the National Bar Association, and the D.C. Bar Association.  Richard is the chair of the steering committee of the Taxation Section of the D.C. Bar Association.  In addition, Richard is a past vice-chair and chair of the Financial Products Committee of the Taxation Section of the D.C. Bar Association.


Shlomo C. Twerski, co-head of the firm’s Tax Group, focuses his practice on the tax aspects of onshore and offshore investment funds, registered investment companies and business development companies, private equity partnerships, real estate and corporate transactions, restructurings and workouts, securitizations, and existing and emerging financial instruments. Shlomo’s most recent representations have addressed hedge fund and management company structures, tax considerations for private investment funds and FATCA.

Shlomo has been recognized as a leader in his field by Chambers USA, The Best Lawyers in America, The Legal 500 US, New York Super Lawyers and the Tax Directors Handbook. He is a member of the Tax Section of the New York State Bar Association and regularly speaks at industry conferences and events. In addition, he has published on a range of topics, including FATCA provisions, FIRPTA and REIT rules, and compliance requirements for hedge funds. Most recently, he co-authored Hedge Funds: Formation, Operation and Regulation (ALM Law Journal Press). 


Y. Bora Bozkurt is a partner in the tax department of Latham & Watkins LLP and is based in New York. He specializes in US federal income taxation with a particular emphasis on international and corporate tax. His practice encompasses a wide range of cross-border and U.S. domestic transactions, including financing transactions, derivatives, private and registered securities offerings, cross-border tax planning and restructuring, and other structured finance transactions.

Bora is a member of the New York State Bar as well as the New York State Bar Association Tax Section.  Bora is a regular speaker at tax conferences and has authored numerous articles addressing taxation of financial instruments.

Bora received his L.L.M. (Taxation), with distinction, from the Georgetown University Law Center, J.D., summa cum laude, from the University of Pennsylvania Law School, and B.A., with distinction, from Yale University. 


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


Michael Bauer is a Director in the International Tax Services group in PwC’s Washington National Tax Services practice.

Michael has extensive experience in advising clients on issues relating to the taxation of financial products and transactions, including debt issuances and workouts, derivatives, tax hedging transactions, and foreign currency transactions.  Michael’s clients include domestic and multi-national companies, energy companies (including energy trading companies), and investment funds (including real estate, hedge, and private equity funds). 

Michael holds a JD from the University of Pittsburgh School of Law, where he was Editor-in-Chief of the Pittsburgh Tax Review, and an LL.M in taxation (with distinction) from Georgetown University Law Center.  Michael holds a BA in political science cum laude from the University of Wisconsin-Whitewater.  He is admitted to the Pennsylvania and District of Columbia bars.