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Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2020


Speaker(s): Andrew J. Dubroff, Anthony G. Provenzano, Austin M. Diamond-Jones, Azeka J. Abramoff, Brian R. Loss, Brian W. Reed, Bryan C. Skarlatos, Bryan P. Collins, Caroline H. Ngo, Corey M. Goodman, Dana L. Trier, David M. Rievman, Eric B. Sensenbrenner, Eric Solomon, Gordon E. Warnke, Gregory N. Kidder, Jason R. Factor, Joan C. Arnold, John B. Lovelace, Joseph M. Pari, Karen Gilbreath Sowell, Kenneth H. Heitner, Kimberly S. Blanchard, Laura Williams, Lauren Angelilli, Lawrence I. Witdorchic, Lewis R. Steinberg, Linda Z. Swartz, Louis S. Freeman, Mario J. Verdolini, Mark R. Hoffenberg, Mark Weiss, Michael L. Schler, Moshe Spinowitz, Robert H. Wellen, Sarah E. Downie, Shane J. Kiggen, Shane M. McCarrick, Stuart J. Goldring, Thomas A. Humphreys, Thomas F. Wessel, William D. Alexander, William G. Cavanagh, William L. McRae, William S. Dixon
Recorded on: Oct. 14, 2020
PLI Program #: 277287

Teaching:

Adjunct professor in the New York University School of Law, LL.M. (tax) program

Education:    

  • B.B.A. (with high distinction), University of Michigan (1979)
  • J.D. (magna cum laude), University of Michigan (1982)
  • LL.M. in Taxation, New York University School of Law (1983)

Elected to the Order of the Coif.  Graduate Editor of the Tax Law Review

Admitted:

New York (1984)

Bar Memberships:

  • New York State Bar Association, Tax Section (Serve on Executive Committee; Co-Chairman of the Committee on Bankruptcy and Losses)
  • The Association of The Bar of the City of New York
  • American Bar Association, Tax Section

Advisory Board:

Serve on the BloombergBNA Corporate Advisory Board

Publications:

  • Tax Planning for Troubled Corporations:Bankruptcy and Nonbankruptcy Restructurings (Treatise Co-Author, 2020 ed.; Wolters Kluwer)
  • “Tax Issues in Restructuring,” The Law and Practice of Restructuring in the UK and US(Chapter Co-Author; Editors:C. Mallon, S. Waisman & R. Schrock; 2d ed.; Oxford Univ. Press 2017)

Numerous articles on tax issues relating to financially troubled companies.


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.


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.


Azeka J. Abramoff is a Special Counsel with the IRS Office of Associate Chief Counsel (International) in Washington, D.C.  Prior to joining the IRS, she worked at Shearman & Sterling, LLP and KPMG LLP, where she focused on corporate and international tax.  In addition, she is a member of the board and a volunteer with Community Tax Aid, a nonprofit organization that prepares tax returns for low-income families.  She holds an LL.M. in Taxation from Northwestern University School of Law and obtained her law degree from The George Washington University Law School. 


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.


Brian Loss is a Senior Technician Reviewer in Branch 4 of the Office of Associate Chief Counsel (Corporate) in Washington, D.C. Brian has worked for the Office of Associate Chief Counsel since 2018. During his time at Chief Counsel, Brian has worked on various private letter rulings, regulations, and field litigation matters.

Brian previously worked as a Director with PwC’s Washington National Tax Services (WNTS) practice where he specialized in corporate M&A. Brian was involved in on-going international tax reform issues and assisted U.S. and foreign-based multinational clients with designing and implementing tax efficient structures.

Brian received his J.D. and LL.M. (Tax) from the University of Miami School of Law, and B.S.B.A. in Business Administration (Finance) from the University of Central Florida. Brian is a member of the Florida Bar, and lives in Virginia.


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.


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.


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.  

Background

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.

Other Activities

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.


Greg Kidder is a partner in the Washington office of Steptoe & Johnson LLP.  He focuses on federal income taxation issues, with particular emphasis on the taxation of corporate entities and cross-border transactions.

Mr. Kidder advises clients on structuring corporate transactions, including mergers, acquisitions, and spin-off transactions for large public corporations, as well as closely held businesses.  He also advises clients on international issues, including deferral, foreign tax credits, and tax treaty matters.

In addition to providing tax planning advice, Mr. Kidder also assists clients in tax controversy matters, including all stages of the Internal Revenue Service administrative process and in litigation.  He has extensive experience negotiating with field agents, appeals officers and district counsel in settling significant audit issues.

Prior to graduating from Harvard Law School, Mr. Kidder worked as a summer associate for both Steptoe and a Chicago law firm.

During the summer of 1998, Mr. Kidder worked as a White House intern in the Office of the Counsel to the President, where he assisted attorneys and staff with work relating to the President’s federal judicial appointments.


Jason Factor’s practice focuses on tax matters.

He has significant experience with private equity and hedge funds, partnership and compensation issues, joint venture arrangements, domestic and international acquisitions and divestitures, private clients’ tax work, real estate, capital markets, and financing transactions. He has published several articles on issues related to taxation and employment compensation.

Jason joined the firm in 1997 and became a partner in 2005. He received his B.A., magna cum laude, from Harvard College and a J.D., magna cum laude, from University of Michigan Law School.


Joan focuses her practice on federal and international income tax. Joan helps clients navigate the tax aspects of their domestic and cross-border mergers and acquisitions and counsels clients on corporate taxation and finance. She is particularly experienced in the life sciences industry and in handling the tax implications of cross-border operations.

Joan has more than 40 years of experience and is known for her ability to help clients understand the most complex tax matters. Her approach is to enable her clients to make better-informed decisions by providing objective and thorough analysis of the issues and possible outcomes.

Joan is chair-elect of the Tax Section of the American Bar Association, past president of the American College of Tax Counsel, and is a member of the advisory committee for the George Washington/IRS International Tax Institute. She is a past member of the executive committee of the U.S. Branch of the International Fiscal Association.

Before entering private practice, Joan was vice president and associate general tax counsel for Citicorp, a full-time faculty member at Rutgers University School of Law – Camden, and an international tax consultant to KPMG Peat Marwick in its national office.

Joan is highly ranked by Chambers USA: America's Leading Lawyers for Business in tax (2016-2020). In 2019, she was selected for the “Philadelphia Business Journal’s “Best of the Bar: Philadelphia's Top Lawyers.” In addition, she has been recognized as a top lawyer in the Pennsylvania Super Lawyers list since 2004.

 

Education

  • New York University School of Law, LL.M., 1983, Taxation
  • Villanova University School of Law, J.D., 1978
  • Wagner College (Staten Island, NY), B.A., 1975, Mathematics

 


John Lovelace is an Attorney for Branch 5 in the IRS Office of the Associate Chief Counsel (Corporate) in Washington, DC.  He was previously an Associate at Ivins, Phillips & Barker.  He received his JD from Northwestern and his BA from the University of Virginia.


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

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

Mr. Pari is on Bloomberg Industry Group's Corporate Taxation Advisory Board and the New York University Institute on Federal Taxation advisory board, and is an adjunct faculty member at the Georgetown University Law Center. He is a frequent speaker on tax issues relating to mergers and acquisitions, spin-offs and other divestitures, corporate tax planning, workouts, and consolidated return matters.

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

Mr. Pari was named among Who’s Who Legal’s Thought Leaders - Global Elite in 2020 for Corporate Tax. He has also been selected for inclusion in publications including Chambers Global, Chambers USA, Best Lawyers in America, Legal 500 US, Who’s Who Legal, The International Who’s Who of Business Lawyers and Washington D.C. Super Lawyers and Turnarounds & Workouts magazine. Mr. Pari was named Washington, D.C. Tax Lawyer of the Year by Best Lawyers in America in 2012.


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.

 


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.


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.


Lew Steinberg is Managing Director Mergers and Acquisitions and Head of Structured Solutions in the Global Corporate and Investment Bank of BofA Securities.  Lew joined BofA in May 2015.  Lew focuses on tax, legal and accounting structuring with respect to mergers and acquisitions and selected capital markets transactions.

Prior to May 2015, Lew was Managing Director Mergers and Acquisitions and Head of Strategic Advisory in the Investment Banking Department of Credit Suisse (USA) LLC, which he joined in July 2010.  Prior to Credit Suisse, Lew was Managing Director and Global Head of the Strategic Solutions Group in the Investment Banking Department at UBS Securities LLC.

As a banker, Mr. Steinberg has been involved in a number of significant M&A transactions, including SPX’s proposed spin-off of its Flow business, GTECH’s acquisition of International Game Technology Inc., Imperial Tobacco’s acquisition of U.S. cigarette brands from Lorillard Inc. and Reynolds American Inc., Energy Transfer’s acquisition of Susser Holdings, Albertson’s acquisition of Safeway Inc., Rayonier’s spin-off of its Performance Fibers business, Paladin’s sale to Endo Health Solutions, Berry Petroleum’s sale to LINN Energy and Liberty Global’s acquisition of Virgin Media.

Until December 2004, Lew was a partner and co-head of the tax department with the New York law firm of Cravath, Swaine & Moore LLP, where he specialized in corporate, partnership and international tax, focusing on mergers and acquisitions, financial products and corporate finance transactions. Lew joined Cravath as an associate in 1984 and was elected partner in 1991.

Lew received his A.B. from Amherst College (Phi Beta Kappa), his J.D. (with honors) from the New York University School of Law, and his LL.M. in Tax, also from NYU. Lew is an Adjunct Professor at NYU, where he has taught since 1993. He is a former Chair of the New York State Bar Association Tax Section and a former co-Chair of the Taxation Committee of the International Bar Association. Lew is a Life Trustee of the NYU School of Law and a Board Chair of the Lar Lubovitch Dance Company.


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:

  • Procter & Gamble in the split-off and tax-free merger of its Specialty Beauty business with COTY in a Reverse Morris trust transaction; the tax-free exchange of its Duracell business for P&G shares held by Berkshire Hathaway; the sale of the Pringles Group to Kellogg; the proposed tax-free distribution and acquisition of its Snack business to Diamond Foods; and the tax-free distribution and immediate acquisition of its Folgers Coffee business by J.M. Smucker;
  • U.S. Treasury Department Presidential Task Force on the Auto Industry with respect to the bankruptcy filings of General Motors and Chrysler;
  • LyondellBasell as lead debtor’s counsel in its chapter 11 case;
  • Northwest Airlines in its chapter 11 cases;
  • JPMorgan in the Centro Properties restructuring and in the Stations Casino chapter 11 cases; and
  • Pfizer in its acquisitions of Wyeth, Warner-Lambert and Pharmacia, and the respective sales of its Capsugel and consumer health businesses.

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. 


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:

  • Juno Therapeutics in its $9 billion acquisition by Celgene;
  • Clementia Pharmaceuticals Inc. in its $1.3 billion acquisition by Ipsen S.A.
  • Carbonite, Inc. in its $619 million acquisition of Webroot Inc.
  • Gilead in its $11.9 billion acquisition of Kite Pharma and its acquisition of Cell Design Labs for up to $567 million;
  • Biogen, Inc. in the spin-off of its hemophilia business as an independent public company, Bioverativ;
  • Konecranes plc in its acquisition of Terex Corporation’s material handling and port solutions unit for $1.28 billion;
  • Merrimack Pharmaceuticals, Inc. in its sale of cancer treatment drugs Onivyde and generic Doxil to Ipsen S.A. for up to $1.025 billion;
  • PMC-Sierra, Inc. in its acquisition by Microsemi Corporation for $2.5 billion;
  • Qlik Technologies in its sale to Thoma Bravo for $3 billion;
  • Spectra Energy Corp. in its combination with Enbridge Inc. for $28 billion;
  • Tobira Therapeutics in its sale to Allergan for up to $1.7 billion; and
  • Cempra in its combination with Melinta Therapeutics;

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


Mr. 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. Verdolini is a partner in Davis Polk’s Tax Department and heads the firm’s tax litigation practice. He regularly represents clients in litigation and other tax controversies, focusing on administrative proceedings and settlements, trials, appeals and risk management, as well as grand jury, governmental and internal investigations. Mr. Verdolini has represented a wide range of domestic and foreign clients, including financial institutions and energy, manufacturing, media and pharmaceutical companies.

Mr. Verdolini also plays a lead role in Davis Polk’s pro bono tax practice and has advised numerous tax-exempt organizations.

Work Highlights

  • Obtained complete victory in U.S. Tax Court in debt/equity case for a consumer products company, after government won a string of other debt/equity cases
  • Obtained complete victory in Court of Federal Claims and Court of Appeals for the Federal Circuit in tax treaty case for a U.K. bank
  • Settled U.S. Tax Court case involving tax treatment of financial derivatives for media company
  • Representing technology companies in U.S. Tax Court cases involving domestic manufacturing deductions
  • Represented diversified multinational company in tax refund case in U.S. District Court involving tax treatment of corporate reorganization

Recognition

            Chambers USA – Tax: Controversy: Nationwide, Leading Individual | 2019

            International Tax Review – Tax Controversy Leader | 2014–2017

            Who's Who Legal: Corporate Tax (Controversy)

Education

            B.A., Yale University

            J.D., New York University School of Law

 


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.


Ms. Williams is the recently appointed Branch Chief of Branch #4 in the Office of Associate Chief Counsel (International), IRS. Prior to joining the Office of Associate Chief Counsel, Ms. Williams was a senior manager at EY in the International Tax and Transaction Tax Services practice in Washington DC. Ms. Williams is a certified public accountant (CPA) and attorney admitted to the State Bar of Georgia.


Sarah Downie is an Executive Compensation & Benefits partner in Weil’s Tax Department and is based in New York. Ms. Downie advises clients on all aspects of compensation and employee benefits.

Ms. Downie has extensive experience in the executive compensation and employee benefits aspects of mergers, acquisitions and financings. She represents senior executives and companies in the negotiation and drafting of employment and severance agreements. She also advises as to the design and operation of executive and employee benefit arrangements including equity compensation and cash incentive plans, change in control and retention arrangements and nonqualified deferred compensation plans. In addition, Ms. Downie regularly advises employers on the design and operation of tax-qualified retirement plans, including 401(k) plans, 403(b) plans and 457(b) plans, as well as health and welfare benefit plans.

Ms. Downie advises clients on pension plan investment and compliance with ERISA’s fiduciary obligations and prohibited transaction rules. She regularly counsels private fund sponsors in connection with ERISA’s “plan asset” regulations and with VCOC, REOC and similar issues.

Ms. Downie is recognized for Employee Benefits by Super Lawyers and has been recommended for Employee Benefits and Executive Compensation by Legal 500 US. She served as Chair of the New York City Bar Association’s Employee Benefits and Executive Compensation Committee and is a member of the Steering Committee of the New York Chapter of Worldwide Employee Benefits Network.


Shane Kiggen is a principal in Ernst & Young LLP’s National Tax Department. Based in Washington, D.C., Shane provides services related to the federal income taxation of corporations, including mergers, acquisitions, spin-offs, financings, corporate restructurings, consolidated return issues, and cross-border transactions.  Shane received a B.A. from Vanderbilt University in 2004, a J.D. from Boston University School of Law in 2007, and an LL.M. in Taxation from Boston University School of Law in 2008. Shane is member of Massachusetts Bar.

Shane is a member of the Executive Committee of the Tax Section of the New York State Bar Association. He has written articles on corporate tax issues for the New York State Bar Association (NYSBA), the Practicing Law Institute, and New York University Institute on Federal Taxation, and he regularly presents at external conferences for various organizations, including the American Bar Association, Practice Law Institute, and the Tax Executive Institute.


Shane McCarrick is a Special Counsel in the Office of Associate Chief Counsel (International), Branch 4.  He specializes in the taxation of cross-border mergers, acquisitions, and other restructurings, as well as dual consolidated losses and the hybrid mismatch provisions.  He has been working in ACCI since 2011.  Mr. McCarrick received his Juris Doctor, magna cum laude, from George Mason University School of Law and his Bachelor of Arts degree in economics and political science from Hood College.


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.

Education:

  • University of California, Los Angeles, AB
  • University of California, Hastings College of the Law, JD
  • New York University School of Law, LLM

Attorney Admissions

  • California
  • New York
  • England and Wales

Perspectives

  • "The Time to Review Tax Sharing Agreements Is Now: Effects of the CARES Act and Rodriguez v. FDIC," Legal Update, June 03, 2020
  • "Capital Markets Tax Quarterly," Newsletters, May 01, 2020; January 31, 2020; October 31, 2019; July 31, 2019; April 25, 2019; January 23, 2019; & October 19, 2018
  • "Key Tax Implications Of Debt Restructuring During COVID-19," Law360, April 20, 2020
  • "Debt Restructuring During the COVID-19 Pandemic - Key Tax Considerations," Legal Update, April 13, 2020
  • "REVERSEinquiries, Volume 2, Issue 10," Newsletter, November 05, 2019
  • "IRS Proposed Regs Could Guide Tax Choices For Libor's End," Law360, October 22, 2019
  • "The World's Most Important Number: The IRS Addresses the Replacement of LIBOR ," Legal Update, October 15, 2019
  • "Breaking Up With LIBOR," Tax Notes Federal, September 09, 2019
  • "Nuts And Bolts Of The IRS' Proposed Anti-Hybrid Regulations," Law360, January 17, 2019
  • "IRS Releases Proposed Anti-Hybrid Regulations," Legal Update, January 02, 2019
  • "Structuring Liability Management Transactions," IFLR, October 09, 2018
  • "Tax Reform Income Acceleration Provision Inapplicable to Accrued Market Discount," Legal Update, October 01, 2018
  • "REVERSEinquiries, Volume 1, Issue 1," Newsletter, April 24, 2018


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. 


William L. McRae is a partner at Cleary Gottlieb in the firm’s New York office. His practice focuses on taxation and related matters, including complex cross-border corporate and financial transactions.

William regularly advises non-U.S. sovereign investors on structuring investments into the United States, and both U.S. and non-U.S. clients on the tax aspects of corporate acquisitions; forming and investing in private equity funds, real estate funds, and other investment vehicles; restructurings, including preservation and utilization of NOLs and other tax attributes, and management of COD income; and the taxation of equity derivatives and other financial products. He also has considerable experience advising multinational corporate groups on a variety of international planning issues, including FTC planning and repatriation strategies.

William has been recognized by Chambers USA, The Legal 500 U.S., The Legal 500 Latin America and Turnarounds & Workouts for his work in domestic and international tax law and corporate and M&A.

William joined the firm in 1996 and became a partner in 2005.  William is a member of New York State Bar Association, where he serves on the Tax Section Executive Committee.  In that capacity, he was the primary author of a report from the Bar Association to the Treasury Department and the Internal Revenue Service regarding the taxation of sovereign wealth funds by the U.S., the primary recommendations of which have been implemented through proposed regulations on which taxpayers may currently rely.  William received a B.A., magna cum laude, from Williams College and a J.D., cum laude, from Harvard Law School.  He is a member of the bar in New York.


For more than thirty years, Bryan C. Skarlatos has represented individuals and corporations in civil and criminal tax controversies, white collar criminal matters, regulatory investigations, tax whistleblower cases and voluntary disclosures. He is often hired as an expert on tax standards, penalties and procedures. 

Mr. Skarlatos is an adjunct professor at New York University School of Law, where he teaches a course on Tax Penalties and Prosecutions.  He created and chairs the annual New York University Tax Controversy Forum and the Practicing Law Institute program on Nuts and Bolts of Tax Penalties.  Mr. Skarlatos is a fellow in the American College of Tax Counsel and he also has served as the chair of tax committees for many bar associations including the American Bar Association, New York State Bar Association and New York City Bar Association.

Mr. Skarlatos has been recognized by New York Super Lawyers as one of the Top 100 lawyers in New York and he is listed in Best Lawyers in America where he was named Tax Litigator of the Year in New York for 2014 and 2017.  He also is ranked in Band One of Chambers USA: America’s Leading Lawyers for Business, which describes him as having a, “smart reassuring presence with insight into the government…extremely knowledgeable and very well connected to the various taxing authorities…Clients applaud him as being exceptionally brilliant at coming up with great outcomes.”

Mr. Skarlatos speaks throughout the country on tax-related topics and he frequently is quoted in publications such as The Wall Street Journal, USA Today, Forbes, Bloomberg, Reuters, Financial Times, Tax Analysts-Tax Notes, and Bloomberg BNA Daily Tax Report.

 


Larry advises a wide variety of clients in transactional matters, including private equity funds and publicly-held corporations, with respect to the executive compensation and employee benefits features of mergers, takeovers, other acquisitions, dispositions and initial public offerings. Larry’s practice includes the structuring and design of equity compensation arrangements, including stock options, stock appreciation rights, restricted stock, phantom stock, performance shares and LLC/partnership interests (including profits interests), and all facets of nonqualified deferred compensation plans and arrangements, including tax and accounting consequences. He advises clients on the creation, negotiation and modification of employment agreements, separation and termination agreements, change in control arrangements, often in connection with significant corporate transactions. Larry also provides securities laws advice relating to employee benefits and executive compensation, including registration of benefit plans on Form S-8 and compliance with Rule 701 under the Securities Act and compliance with the various disclosure requirements and compliance with Section 16 and Rule 16b-3 under the Exchange Act. In addition, he assists private equity funds and other entities with significant pension plan investors in complying with ERISA fiduciary rules, including structuring of acquisitions and dispositions to comply with ERISA’s plan asset rules regarding venture capital operating companies (VCOCs), real estate operating companies (REOCs) and other pooled investment vehicles.

Larry was a member of the Fordham Law Review.


David Rievman, Global Head of Skadden’s Regulatory Practices, advises U.S. and international clients with respect to the tax aspects of complex transactions, including U.S. and cross-border mergers and acquisitions, financings, divestitures (including spin-offs), financial restructurings and recapitalizations, joint ventures and other business transactions. He represents public corporations, privately held businesses, investment banks, and private equity and other sponsor entities.

Mr. Rievman serves on the executive committee of the New York State Bar Association Tax Section and frequently writes and lectures on tax-related topics, including in programs sponsored by the New York State Bar Association, the American Bar Association, the New York University Institute on Federal Taxation, the University of Chicago Law School’s Federal Tax Conference, the Practising Law Institute, the Tax Executives Institute and other organizations.

Mr. Rievman was named in Chambers Global 2019 and repeatedly has been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business, The Best Lawyers in America and Lawdragon 500 Leading Lawyers in Business.


Caroline H. Ngo works principally with Fortune 500 companies and is a go-to advisor for some of their most complex tax issues.  She specializes in global tax planning, cross-border mergers and acquisitions, and international tax matters.  Caroline is Co-Leader of McDermott’s International Tax practice.

Caroline is nationally recognized for her deep knowledge of her field and is regularly invited to speak at significant forums on corporate and international tax issues. In her commitment to the development of others, Caroline has served or is currently serving as a mentor for nearly all of the associates in the McDermott Washington Tax Group.


Corey M. Goodman is a tax partner in the New York office of Cleary Gottlieb Steen & Hamilton LLP.  He advises clients on federal income tax matters including the structuring, documentation, and negotiation of a variety of domestic and international transactions, including mergers and acquisitions, joint ventures, spinoffs, bankruptcy reorganizations, refinancings, and cross-border and internal restructurings.

Mr. Goodman joined Cleary Gottlieb in 2007 and became a partner in 2016. He received an LL.M. degree in taxation from New York University School of Law in 2010, and a J.D. degree, magna cum laude, Order of the Coif, from New York University School of Law in 2007. He received his undergraduate degree (a Bachelor of Science in Computer Science) from Cornell University in 2000. Mr. Goodman has spoken on industry panels and in Practicing Law Institute conferences on the topic of international taxation, and was recognized in 2015 by Law360 as a “Rising Star” in tax.


Professional and industry experience                                                    

 Mark R. Hoffenberg is the principal-in-charge of KPMG LLP’s Washington National Tax Corporate practice. He advises KPMG partners, employees, and clients on corporate and consolidated return tax matters, including acquisitions, dispositions, reorganizations, spinoffs, debt restructurings, and bankruptcy workouts.

Mr. Hoffenberg was admitted to the partnership when he joined KPMG in 2000 as a principal. Previously, he served at the Treasury Department’s Office of Tax Legislative Counsel, where his legislative and regulatory responsibilities focused on the taxation of corporations and their shareholders, the taxation of an affiliated group of corporations filing a consolidated return, corporate reorganizations and divisions, and the research credit. From 1992 to 1997, prior to joining the Treasury Department, Mr. Hoffenberg was an associate with a major D.C. law firm. At the firm, his practice focused on the domestic and international taxation and structure of professional sports leagues and related business enterprises, corporate reorganizations and divisions, insurance taxation, and the taxation of regulated investment companies.

Publications and speaking engagements                                                                  

 Mr. Hoffenberg lectures and teaches internal and external continuing professional education courses, and publishes in the area of corporate taxation, debt workouts inside and outside of bankruptcy, and consolidated returns.


Kim Blanchard is a partner in Weil’s Tax Department whose practice encompasses a variety of largely international transactions involving corporate acquisitions and mergers, internal restructurings, business formations and joint ventures. Ms. Blanchard also advises domestic, foreign and multinational clients in connection with venture capital investment and fund formation, partnerships, real estate and exempt organization issues.

Ms. Blanchard has lectured and published extensively on topics ranging from international tax planning for U.S. businesses to the special tax issues facing foreign persons, pension plans and other exempt investors who invest in U.S. private equity partnerships and in U.S. real estate.

Ms. Blanchard is consistently recognized as a leading Tax lawyer by Chambers USA, Chambers Global, Legal 500 US, Best Lawyers in America and The Best of the Best USA.  She is a former Chair of the New York State Bar Association Tax Section and past President of the International Tax Institute. She is the author of the Tax Management Portfolio on PFICs, a “Leading Practitioner Contributor” to the Tax Management International Journal and a member of Practical Law Company’s U.S. advisory board. In addition, Ms. Blanchard is a member of the Board of Trustees of the American Indian College Fund and of the Board of Directors of the Girl Scouts of Greater New York.

 


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.