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Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances 2021 Part One: The Structural Framework of Subchapter K


Speaker(s): Bahar A. Schippel, Beverly Katz, Clifford M. Warren, Cristina Arumi, David H. Kirk, Dina A. Wiesen, Eric B. Sloan, Eric Solomon, Gary R. Huffman, Glenn E. Dance, Holly Porter, James B. Sowell, Jennifer H. Alexander, Jennifer Ray, Karen Lohnes, Katharine P. Moir, Michael A. Scaramella, Phillip Gall, Rafael Kariyev, Richard M. Lipton, Robert J. Crnkovich, Samuel T. Greenberg, Sara B. Zablotney, Sarah E. Ralph, Stephen D. Rose, Stuart L. Rosow, Todd D. Golub, William P. Wasserman
Recorded on: May. 10, 2021
PLI Program #: 304656

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


Bev is a Director in KPMG LLP’s Washington National Tax Passthroughs practice. She is Chair of the Partnerships and LLCs Committee of the ABA Section of Taxation. Her practice focuses on transactional tax planning, including partnership acquisitions, dispositions and restructurings.  Bev also specializes in structuring Like-Kind exchanges.

Prior to joining KPMG, she was with the Internal Revenue Service’s Office of Chief Counsel for 15 years.  Most recently, Bev spent six years as Special Counsel to the Associate Chief Counsel (Passthroughs & Special Industries).  While at the IRS, she worked extensively on regulations and other guidance regarding partnership tax issues.   Prior to joining the Office of Chief Counsel, Bev worked at the Department of Justice, Tax Division, litigating tax matters across the country.


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

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

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

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

 


Bob Crnkovich serves as Special Counsel in the IRS Chief Counsel’s passthroughs and special industries group, having joined the government in late 2018.  For most of the previous 30 years he had been a partner in Ernst & Young’s National Tax Partnership Group, where he advised on the taxation of partnerships, private equity, hedge funds, and real estate.  During that time, he also did a stint at Treasury, serving as Senior Counsel in the Office of Tax Policy.

And, for the 30 years prior to returning to the government, Bob had been on the faculty at Georgetown University Law Center where he taught two courses, Advanced Partnership Taxation and Private Equity & Hedge Funds.  A frequent lecturer, Bob has spoken at a number of tax conferences.  He has also written extensively in the partnership area.

Bob earned accounting and law degrees from Marquette University and a masters of law degree from Georgetown.


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.


David is a Tax Partner and leader of the Private Tax group of Ernst & Young’s National Tax Department in Washington, DC. Throughout his career, he has focused primarily on the taxation of individuals, trusts, S corporations, and partnerships and financial planning for high-net-worth family groups.

Prior to joining EY, he was an attorney in the Passthroughs and Special Industries division of the Office of Chief Counsel, Internal Revenue Service. He was a principal author of the income tax regulations under Section 1411 of the Internal Revenue Code (Net Investment Income Tax) and Revenue Procedure 2013-30 (Uniform Late S Corporation Election Relief).  He is the author of the Bloomberg-BNA Tax Management Portfolio on the Section 1411 tax.

David earned a Bachelor of Science in Accounting from Syracuse University and a JD from the University of Pittsburgh. He also earned an LLM in Taxation from Georgetown University Law Center and has served as an adjunct professor in the same program since 2009.

 


Dina is a Managing Director in the Passthroughs Group in the National Tax Office of Deloitte Tax LLP in the New York and New Jersey area.  She specializes in tax issues arising in connection with the formation, ongoing operation, and exit of partnerships.  She has advised clients in multiple industries regarding the U.S. federal income tax consequences of the use of partnerships in a range of transactions, including domestic and cross-border restructurings.

Dina speaks regularly at leading national tax conferences including those sponsored by the American Bar Association Section of Taxation, Practising Law Institute, USC Gould School of Law Tax Institute, Tax Executives Institute, and New York State Bar Association.  She has authored or co-authored items on partnership taxation for Deloitte and other publishers including Tax Notes, Practising Law Institute, and USC Gould School of Law.

Dina received her BA, summa cum laude, from University of Pennsylvania, her JD from Duke University School of Law, and was a visiting student at Oxford University.  Dina is a member of the Tax Sections of the American Bar Association, the New York State Bar Association, and the New Jersey State Bar Association. 


Eric Sloan is a partner in the New York and Washington DC offices of Gibson, Dunn & Crutcher and co-chair 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 is the immediate past 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. 


Eric Solomon is a partner at Steptoe & Johnson LLP in Washington DC, where he advises clients on a wide range of transactional, policy and controversy 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 advises the Treasury Secretary on 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.  He has testified before Congress both as a government official and as a private citizen.

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 Chief Counsel division responsible for 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.


Gary Huffman’s practice focuses on domestic and international tax planning, tax transactions, and litigation, with an emphasis on partnerships, financial products and natural resources. For more than 30 years, Gary has advised major multinational corporations, including some of the world's largest banks, as well as oil and gas exploration and production companies, on inbound and outbound cross-border transactions. He has a depth of experience in handling the tax aspects of structuring and raising capital for master limited partnerships (MLPs). Gary has led major corporate acquisitions, dispositions, and spin-off transactions, and has structured countless strategic alliances and joint ventures around the globe.

Gary frequently resolves disputes for his clients before matters wind up in court. He shares his wisdom and strategies for success not only with clients, but with students at Georgetown University Law Center’s LLM program, where he has taught Advanced Partnership Taxation for more than 15 years. Gary is also a regular speaker with the Practicing Law Institute, and has addressed audiences at the National Institute of Tax Professionals, the Tax Executives Institute, the Texas Federal Tax Institute, and the Southern Federal Tax Institute. Gary is a co-author of the treatise Federal Taxation of Partnerships and Partners (4th ed.).

 

Education

  • The University of Texas at Austin School of Law, J.D., 1988 (Order of the Coif)
  • The University of Illinois, B.S., Accounting with high honors, 1985

Admitted to practice: District of Columbia, Texas; U.S. Tax Court


Glenn is a partner at Holthouse, Carlin, Van Trigt (HCVT) in Orange County, CA.  From 2015-2017, Glenn served as special counsel to the IRS Associate Chief Counsel - Pass-thrus and Special Industries.  He was previously a partner at Arthur Andersen from 1993-2002 and at Ernst and Young from 2002-2014, and a managing director at Grant Thornton from 2017-2019.  Glenn has also taught partnership tax at The Georgetown University Law Center, the Villanova School of Law, the University of Southern California and Golden Gate University.    Glenn obtained his bachelor of Business Administration from Temple University in 1978 and a JD from Temple University School of Law in 1981.  He has practiced in Dallas, Los Angeles and Washington DC, and is a member of the Texas State Bar and a CPA in Washington DC. 


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

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

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

 


James Sowell is a principal in the Passthroughs group of the Washington National Tax practice of KPMG LLP.  He focuses primarily on tax issues relating to partnerships and REITs, and he leads the Real Estate practice for Washington National Tax.

Prior to joining KPMG, Jim was with the national tax offices of other major accounting firms.  Prior to that time, Jim was with the U.S. Department of Treasury (Office of Tax Policy) where he served first as an Attorney Advisor and then as an Associate Tax Legislative Counsel.  While at the Treasury Department, Jim was primarily responsible for administrative guidance and legislation involving partnerships, real estate investment trusts, like-kind exchanges, and other issues.  The many matters that Jim was involved in while at Treasury included the regulations relating to partnership mergers and divisions, the partnership basis adjustment regulations, the regulations relating to amortization of intangible property, and the legislation relating to taxable REIT subsidiaries.  Prior to the Treasury Department, Jim was an associate at King & Spalding LLP in Atlanta, Georgia.

Jim earned an LL.M. in taxation from New York University in 1991, a law degree (with high honors) from the University of Florida in 1990, and his bachelors in business administration (also with high honors) from the University of Florida in 1986.  Mr. Sowell was Chief Tax Editor of the Florida Law Review and was a Graduate Editor of New York University’s Tax Law Review.

Jim is a former Chairman of the Real Estate Committee of the American Bar Association (Tax Section) and is a former Vice Chairman of the Tax Policy Advisory Committee of the Real Estate Roundtable.  He is a member of the National Association of Real Estate Investment Trusts, where he is an active participant on the Government Relations Committee.  Jim also is a member of the BNA Tax Management Advisory Board (Corporate Tax and Business Planning) and is on the Board of Trustees for the Southern Federal Tax Institute.  

Jim has written articles for various publications and speaks at numerous conferences.

 


Jennifer H. Alexander is the Co-Managing Principal of the Passthroughs group in the National Tax Office of Deloitte Tax LLP, where she specializes in the use of partnerships and limited liability companies in domestic and cross-border mergers and acquisitions, financing transactions, and restructurings.

Prior to returning to Deloitte, Jennifer served in the Office of Tax Legislative Counsel at the U.S. Department of the Treasury as an Attorney Advisor.

Jennifer is the co-author of the WG&L treatise on Partnership taxation.  In addition, she has authored articles that have appeared in numerous professional publications, including Tax Notes, Journal of Taxation, TAXES, and Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures, & Other Strategic Alliances (Practising Law Institute).  Jennifer is a frequent lecturer on a variety of topics dealing with U.S. federal income taxation, having spoken at many of the country’s leading tax conferences, including the Practising Law Institute, the Southern Federal Tax Institute, the New York University’s Institute on Federal Taxation and Summer Institute on Federal Taxation, the American Bar Association Tax Section, and the Tax Executives Institute.

Jennifer received her B.A. in Government and Politics from the University of Maryland, and her J.D. from the Georgetown University Law Center.  Jennifer is a member of the American Bar Tax Section and Vice Chair of the Tax Section’s Committee on Partnerships and LLCs.  She is a member of the State Bar of Maryland and is admitted to practice in Maryland.


Jennifer Ray is a principal with Deloitte Tax LLP based in Washington, D.C. Jen specializes in issues arising in connection with the formation and ongoing operation of joint ventures, and the use of partnerships in domestic and cross-border mergers and acquisitions.  She advises both sponsors and investors in investment funds and counsels on transactions involving energy credits, including flip partnerships.

Before joining Deloitte, Jen practiced law as a partner in the Washington, D.C., office of an international law firm.

Jen is a frequent lecturer at some of the country's leading tax conferences including those organized by the American Bar Association, the Tax Executives Institute, Inc, the Federal Bar Association, the DC Bar, and Practicing Law Institute. Jen has published numerous articles on partnership tax matters including in Tax Analysts, Tax Executive, Law360, and Taxation of Financial Products.

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

 

 


Karen Lohnes is a senior partner in the PwC M&A Partnership group.  She is a fully dedicated specialist in all aspects of Partnership taxation.  Mrs. Lohnes assists clients with joint venture matters, including structuring domestic and foreign partnership acquisitions and disposition transactions.

Mrs. Lohnes has extensive consulting experience in the areas of partnership formation and operational issues, including disguised sales, substantial economic effect analysis and section 704(c) methods.  Her experience also includes treatment of contractual alliances, application of section 197, basis adjustments and section751 analysis.

Prior to joining the legacy firm PricewaterhouseCoopers LLP, Mrs. Lohnes was a tax associate with Covington & Burling where she focused on partnership, corporate and general tax matters.  She also served as a law clerk to US Tax Court Chief Judge Lapsley Hamblen, Jr.

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

 

Education and credentials

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

 


Katharine Moir is a Tax partner in Latham & Watkin’s Menlo Park office, providing clients with tax advice in a broad range of transactions, including mergers, acquisitions, joint ventures, formation of private investment funds, and securities offerings.

Katharine was the lead tax partner for the following transactions:

  • Dell in its $67 billion acquisition of EMC, the largest technology deal to date
  • Hellman & Friedman in its acquisition of MultiPlan
  • Silver Lake Partners and GIC in their $2.6 billion strategic investment in Ancestry.com
  • KKR in its $1.2 billion sale of Alliance Tire Group to Yokohama Rubber
  • Alibaba Group in its going private acquisition of Youku Tudou
  • Interactive Data Corporation in its $5.2 billion acquisition by Intercontinental Exchange
  • Microsoft Corporation in its $19.75 billion debt offering
  • Silver Lake in the establishment of Silver Lake Partners IV, L.P., with $10.3 billion in total commitments, the largest amount ever raised for a technology investment-focused private equity fund
  • Yahoo! in its acquisition of Tumblr

Katharine is recognized as a leading tax lawyer by Chambers USA: America’s Leading Lawyers for Business, which noted “She is acclaimed as very knowledgeable and easy to work with. She understands what the client wants, and is practical at getting a deal done.” Recent speaking engagements have included Practising Law Institute’s “Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances”. 

Katharine received her B.A. with honors from Princeton University in 1992 and her J.D. with honors from the University of Chicago in 1996, where she was elected to the Order of the Coif. She is admitted to practice in California, New York and Illinois.

 


Michael A. Scaramella is a partner in the passthroughs group in the National Tax Office of Deloitte Tax LLP.  He specializes in partnership taxation, with an emphasis on the use of partnerships in mergers and acquisitions, joint ventures, and restructurings. 


Phillip Gall is a Principal in the Partnership Transaction Planning & Economics Group in Ernst & Young LLP’s National Tax Department and is located in New York. He focuses on the taxation of partnerships, joint ventures, and limited liability companies. Phillip has significant experience in the formation, operation, and unwinding of these types of entities for large multinationals and for investment funds in both the international and domestic context.  Phillip is an Adjunct Professor at New York University School of Law, where he has taught partnership tax courses for a number of years, and is a member of the Executive Committee of the New York State Bar Association Tax Section. Phillip has a B.S.B.A., summa cum laude, from Washington University and a J.D., cum laude, and LL.M. (Tax) from New York University School of Law.


Rafael Kariyev is a tax partner and a member of Debevoise & Plimpton’s Tax Department who focuses his practice on tax planning in connection with private equity fund formation and M&A transactions. He regularly advises private equity funds on tax issues at all levels of the fund structure, including for Audax Group, Elliott Management, Glendower Capital, Gramercy Funds Management, IFM Investors, Leeds Equity Partners, Morgan Stanley, Providence Equity Partners, KKR, Odyssey and TPG. In addition, Mr. Kariyev regularly advises clients on tax structuring the acquisition, holding and disposition of portfolio companies, both pass-throughs and corporations, as well as transactions involving the restructuring and sale of existing funds and sales of asset managers. Mr. Kariyev also leads the tax aspects in the firm’s Alternative Assets Transactions and Liquidity Solutions Group, where he regularly provides tax advice to general partners, secondaries fund sponsors, sovereign wealth funds and other investors on secondary transactions, GP-led restructurings and tender offers, co-investments and GP staking transactions.

Mr. Kariyev is recognized by The Legal 500 US (2019) for his experience in U.S. and international tax, where clients report that he “is highly skilled and extremely knowledgeable.”

Mr. Kariyev joined Debevoise and was admitted to the bar in New York in 2000. He received his B.A. from Queens College magna cum laude in 1995 in Accounting and his J.D. from Columbia University in 1999, where he was a Kent Scholar and a member of the Journal of Environmental Law. Mr. Kariyev received his LLM in Taxation from New York University in 2002


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

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

 

Practice focus

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

Richard has represented large corporations in complex partnership transactions, and has served as an expert witness on matters concerning partnerships and partnership taxation. He also has considerable experience in the areas of real estate investment trusts, real estate funds and investment in real estate by tax-exempt organizations and foreign investors.

 

Professional affiliations

American Bar Association - Member, House of Delegates

American Bar Association, Tax Section - Member of Council, Former Chair

American College of Tax Counsel - Fellow; Former Chair

Chicago Bar Association - Former Chair, Federal Tax Committee

 

Education

University of Chicago Law School (J.D.) (1977)

Amherst College (B.A.) (1974)


Sara Zablotney is a tax partner in the New York office of Kirkland & Ellis LLP. She is widely recognized as one of the top transactional tax lawyers in the country. Her practice is broad-based and encompasses all manner of complex transactions, focusing on the tax aspects of mergers, acquisitions, divestitures, joint ventures and spin-offs, both domestic and cross-border. She also advises clients on the tax aspects of securities issuances, bankruptcy and restructuring. Chambers USA has praised her as “practical, quick on her feet and proactive” and “extremely knowledgeable with good judgment.” Sara has been recognized by Chambers USA for Tax [NY] from 2017–2020, as a “Rising Star” by Law360 for Tax Law in 2014, and is recommended by The Legal 500 U.S.   Sara received her B.A. from Duke University (magna cum laude) in 1999 and her J.D. from New York University School of Law (cum laude) in 2002, where she received the Leonard J. Schreier Memorial Prize in Ethics and the Norma Z. Paige Award.  She speaks frequently on topics relating to mergers and acquisitions and private equity.  She is a member of the New York State Bar Association Tax Section’s Executive Committee, where she is Co-Chair of the Partnerships Committee.  She currently sits on the Advisory Board for the Kenan Institute of Ethics at Duke University, and formerly sat on the Advisory Board for the Sarah P. Duke Gardens.


Sarah Ralph advises clients on a wide range of federal income tax planning matters, including REIT conversions, acquisitions, dispositions and operational planning; partnership transactions; mergers, acquisitions and dispositions; foreign investments in the U.S., including FIRPTA planning; and private equity transactions. Ms. Ralph also has assisted numerous clients obtain private letter rulings from the IRS, including several private letter rulings regarding novel REIT issues.

Ms. Ralph frequently lectures on tax-related topics, including in programs sponsored by the American Bar Association, New York University Institute on Federal Taxation, the Practicing Law Institute, the Tax Executives Institute and other organizations.


Stephen was most recently a partner and the global head of tax at TPG Global in San Francisco, CA.

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

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

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

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

 


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

Prior to joining Ernst & Young, Todd was a partner in an international law firm where his tax practice focused primarily on partnership planning, mergers and acquisitions, and real estate transactions.

Todd has written many articles on federal income tax matters for such publications as the Journal of Taxation and TAXES.  Todd is a regular speaker on partnership tax issues and has spoken at many conferences including the Tax Executives Institute, the American Bar Association, the University of Chicago’s Federal Tax Institute, New York University’s Institute on Federal Taxation, USC Tax Institute, ALI-ABA, the Texas Tax Institute, Southern Federal Tax Institute, and Practising Law Institute.

Todd was a lecturer at the University of Chicago Law School where he taught a course on partnership taxation.

He is a member of the American Bar Association’s Section of Taxation, and is a past Chairman of the Committee on Partnerships and LLCs.   

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


For over 20 years, Cristina Arumi has been focusing her practice on the tax aspects of capital markets and M&A transactions involving real estate investment trusts (REITs), real estate funds, and joint ventures in addition to tax components of foreign investment in U.S. real estate.

She regularly advises both public and private REITs, including mortgage REITs, closely held real estate companies, real estate funds, and non-U.S. real estate investors on a variety of matters. She has worked on multiple transactions involving mergers and acquisitions, the formation and initial public offering of UPREITs, REIT conversions, rollup transactions, downREIT transactions, and public debt and equity offerings.

Cristina also advises a number of REITs on ongoing operating matters, including compliance with tax protection agreements in the course of subsequent transactions and refinancings, and has years of experience representing clients in requests for private letter rulings from the IRS, as well as experience representing REITs and taxable REIT subsidiaries undergoing IRS audits.

Cristina advises non-U.S. clients – individuals, foreign pensions, and sovereign investors – of the U.S. tax implications of investments and operations in the United States, including the Foreign Investment in Real Property Tax Act (FIRPTA). She also advises both U.S. and non-U.S. clients regarding U.S. tax implications on a variety of cross-border transactions.

Before re-joining Hogan Lovells in March 2019, Cristina was a principal of Ernst & Young LLP's National Tax Department for six years. Prior to that, she was a partner and the global leader of the Tax practice area at Hogan Lovells. During her initial 17 years at the firm, Cristina advised on the tax aspects of many of the most complex and high-profile real estate-related transactions in the industry.


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