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Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2021


Speaker(s): Alexander Saffi, Amanda P. Varma, Andrew F. Gordon, Andrew J. Dubroff, Audrey Nacamuli Charling, Benjamin M. Schreiner, Brenda L. Zent, Brian W. Reed, Bryan C. Skarlatos, C. Ellen MacNeil, Caroline H. Ngo, Clifford M. Warren, Cristina Arumi, Dana L. Trier, David H. Schnabel, Deborah L. Paul, Ellen McElroy, Eric B. Sensenbrenner, Eric B. Sloan, Eric Solomon, Gordon E. Warnke, Jared Malman, Jennifer H. Alexander, Jessica A. Hough, Jiyeon Lee-Lim, José E. Murillo, Julie T. Wang, Karen Gilbreath Sowell, Kelley C. Miller, Kelly E. Madigan, Kenneth H. Heitner, Kimberly S. Blanchard, Laura Williams, Lauren Angelilli, Lewis R. Steinberg, Linda Z. Swartz, Louis S. Freeman, Megan R. Fitzsimmons, Michael L. Schler, Nicholas J. DeNovio, Peter C. Canellos, Philip B. Wright, Richard C. Call, Robert H. Liquerman, Robert H. Wellen, Sara B. Zablotney, Scott M. Levine, Shane J. Kiggen, Shane M. McCarrick, Sharyn M. Fisk, Stuart J. Goldring, Stuart L. Rosow, Thomas A. Humphreys, Thomas F. Wessel, William D. Alexander, William Dixon, William G. Cavanagh
Recorded on: Oct. 20, 2021
PLI Program #: 304700

Kelley is a partner in Reed Smith's Tax Group. Significant aspects of her practice involve complex federal tax controversies, state and federal tax issues involving closely held entities, state tax planning and litigation and tax planning issues involving e-commerce, cloud computing, and state nexus.

Kelley has extensive experience working with tax-exempt organizations, including structuring joint ventures between tax-exempt and for-profit entities. She regularly advises clients on federal and state tax planning opportunities and she has experience representing clients in civil and criminal tax matters before state tribunals and administrative agencies, state courts, and federal courts. Kelley routinely represents clients before the Internal Revenue Service.

As an associate professor at Georgetown University Law Center, Kelley teaches courses on partnership taxation. She has written and spoken widely on numerous federal and state tax topics for clients representing a broad spectrum of industries, including exempt organizations.

Barred in both New Jersey and the District of Columbia, she received her L.L.M. from the Georgetown University Law Center and her J.D. from the Western New England College School of Law. She is an undergrad alumna of Mount Holyoke College.


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, 2021 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.

 

 


Alex Saffi is a principal in Ernst & Young’s International Tax and Transaction Services practice based in New York.  Alex has extensive experience advising clients with respect to federal income tax issues related to corporate domestic and cross-border mergers, acquisitions, integrations, divestitures, carve-outs, spin-offs, reorganizations and restructurings.  Prior to joining EY, Alex was Senior Tax Counsel (M&A) at General Electric Company, and, prior to GE, he practiced at Dewey & LeBoeuf LLP in New York.

Alex is admitted to practice in New York and Connecticut.  He received a BS from Boston College, a JD from Wake Forest University School of Law, and an LL.M. in Taxation from New York University School of Law.


Amanda Varma advises multinational businesses, family offices, and high-net-worth individuals on US federal income tax matters, with particular focus on international tax planning and controversies. She counsels both US- and foreign-owned businesses across a variety of industries, regularly advising on the US tax consequences of cross-border investments, reorganizations, business restructurings, acquisitions, and financings.

In addition to advising clients on international tax planning, Amanda represents clients in IRS examinations, appeals, and trial and appellate court litigation. She regularly advises clients on special issues arising in international tax controversies, including competent authority and information exchange issues.

Amanda is an Adjunct Professor of Law in the Graduate Tax Program at the Georgetown University Law Center, where she teaches US International Inbound Tax, a course focusing on the US taxation of foreign persons investing in the United States.

Amanda is the chair of Steptoe's Women's Forum, which is devoted to connecting, developing, and supporting Steptoe's women professionals.


Andrew Gordon is a Special Counsel in the Office of Associate Chief Counsel (International).  Prior to joining Chief Counsel, he worked in the M&A group in the Washington National Tax practice of KPMG LLP.  He also previously worked in the tax group at Steptoe & Johnson LLP and clerked at the United States Tax Court. 

Mr. Gordon received his LL.M. in taxation from New York University School of Law and his J.D. from the University of Florida Levin College of Law.


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.

 


Audrey received a B.A. degree from Dartmouth College and a J.D. degree from Vanderbilt University.  She served as a law clerk for the Honorable Cornelia G. Kennedy of the United States Court of Appeals for the Sixth Circuit.  Following her clerkship, Audrey was an associate at Foley, Hoag & Eliot in Boston, MA, and at McKee Nelson in Washington, DC.  She then became a senior manager at KPMG LLP, where she was a member of the Mergers & Acquisitions Group of the National Tax Department in Washington, DC.  From 2001 through 2005, she was an Attorney Advisor in the Office of Tax Legislative Counsel at the Treasury Department.  In that role, she focused on corporate tax and consolidated return matters. 

Audrey joined GE in February of 2006.  Her first role at GE was in the International Tax Group at GE Corporate.  She then moved to the Mergers and Acquisitions Group and is currently Senior Executive Tax Counsel Counsel, Transactional Planning and M&A at GE Corporate.  Her present position focuses on acquisition and disposition transactions as well as internal reorganizations.


Benjamin Schreiner is a partner in the New York office of Kirkland & Ellis LLP. He represents clients on a broad range of federal income tax matters, including mergers, acquisitions, divestitures, joint ventures, spin-offs, debt and equity offerings and restructurings, as well as advises clients on the tax aspects of financial instruments and other derivatives.


Bill Alexander focuses on the tax aspects of corporate transactions, including U.S. and cross-border mergers and acquisitions, spin-offs, corporate restructurings and other business transactions.

Before joining Skadden in 2015, Mr. Alexander served as Associate Chief Counsel (Corporate) of the Internal Revenue Service’s Office of Chief Counsel. He had been with the Office of Chief Counsel since 1990, serving as Associate Chief Counsel (Corporate) since November 2001. In this role, he was the chief adviser to the IRS on interpretations of the corporate tax laws, such as provisions dealing with corporate mergers and acquisitions, spin-offs, corporate-shareholder relationships, the use of corporate losses and consolidated returns of corporate groups. Mr. Alexander played a major role in the government’s development of published and private guidance, and in developing and implementing the IRS’ enforcement positions in these areas. Prior to joining the IRS, he worked in private practice in New York.

Mr. Alexander is a frequent speaker on corporate tax issues at bar association programs and other tax conferences.  He is active in the Tax Sections of the American Bar Association, for which he is a former chair of the Corporate Tax Committee, and the NY State Bar Association, where he is a member of the Executive Committee and co-chair of the Consolidated Returns Committee.  He is the chair of Bloomberg BNA's Corporate Taxation Advisory Board. He is Co-Chair of the Practising Law Institute conference on Tax Strategies for Corporate Acquisitions and Dispositions.

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, 2020

“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.


Brenda Zent is a Special Advisor to the International Tax Counsel in the Office of Tax Policy. Brenda joined the Treasury Department in September 2010 and during this time has played a lead role in guidance related to cross border mergers and acquisitions involving corporations and partnerships. Prior to joining Treasury, Brenda was a Managing Director in the Washington National Tax office of a “Big 4” accounting firm where she specialized in cross-border M&A.


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.


Cliff Warren is Senior Level Counsel in the Passthroughs division of IRS’ Office of Chief Counsel.  Prior to this position, Cliff was head of tax at KKR.  Before that, he was head of tax at a large NYC hedge fund and a tax leader at the company formerly known as GE Capital.  Cliff is a graduate of Middlebury College, New York Law School and NYU’s LLM program.


Dana Trier is a retired tax partner of Davis Polk & Wardwell, who currently serves as senior counsel in Davis Polk’s Tax Department in New York City.  His practice focuses on domestic and international tax planning for corporate mergers, acquisitions, joint ventures, spinoffs and private equity investments.  He also has a substantial amount of experience in financial transactions such as convertible debt instruments, equity derivatives, securitization and project finance, and historically has done a significant amount of work involving executive compensation, employee benefits and insurance products.  In addition to his tax planning practice, he has represented clients on ruling and legislative matters and in tax controversies.

Mr. Trier rejoined Davis Polk after serving as Deputy Assistant Secretary for Tax Policy in the U.S. Treasury Department in the Trump administration, where he oversaw the Office of the Tax Legislative Counsel, assisted in establishing and implementing the legislative goals of the Office of Tax Policy, and coordinated the administrative guidance projects of the Office.  He previously served as the Department’s Acting Deputy Assistant Secretary for Tax Policy, Tax Legislative Counsel and Deputy Tax Legislative Counsel from 1988 to 1989 during the administrations of Presidents Ronald Reagan and George H.W. Bush.

Mr. Trier has been listed as a leading tax lawyer in several legal industry publications, including Chambers Global; Chambers USA; Practical Law Company’s Cross-Border Tax on Corporate Transactions Handbook; Law Business Research’s Who’s Who Legal – International Who’s Who of Business Lawyers; Euromoney’s Expert Guide to the World's Leading Lawyers – Best of the Best U.S.; Tax Directors Handbook; and American Lawyer Media’s Corporate Counsel: Best Lawyers Annual Guide to Tax Law.  He was formerly Chair, Corporate Tax Committee, ABA Section of Taxation, and also served on the Executive Committee of the Taxation Section of the New York State Bar Association and on the Planning Committee for the University of Chicago Tax Conference.  Mr. Trier has also taught a variety of tax courses at Georgetown University Law Center, Columbia University Law School and University of Miami Law School, including corporate and partnership taxation, consolidated returns, taxation of property transactions and international taxation.


Deborah L. Paul is a partner in the Tax Department at Wachtell, Lipton, Rosen & Katz where she focuses on the tax aspects of corporate transactions, including mergers and acquisitions, joint ventures, spinoffs and financial instruments.  Ms. Paul has been the principal tax lawyer on numerous domestic and cross-border transactions, including strategic acquisitions and private equity buyouts, in a wide array of industries. Ms. Paul is a frequent speaker at Practising Law Institute, American Bar Association, New York State Bar Association and New York City Bar Association conferences on tax aspects of mergers and acquisitions and related topics.  She is rated a leading tax lawyer by Chambers USA, Super Lawyers, the Legal 500 and Who’s Who Legal.  She was elected partner in 2000.

Ms. Paul is a Lecturer on Law at Harvard Law School teaching International Tax and was the 2019 Chair of the Tax Section of the New York State Bar Association.

Ms. Paul received an A.B. from Harvard University in 1986, a J.D. from Harvard Law School in 1989 and an LL.M. in taxation from New York University School of Law in 1994.

 


Ellen MacNeil is the Managing Director of US National Tax for Andersen and is a member of the Board of Directors of Andersen Global. She has over 30 years of experience in tax consulting for major U.S. businesses. Prior to joining Andersen, she was a Partner with Deloitte and with Arthur Andersen in their National tax practices.

Ellen has served on the Board of Directors of The Tax Council. She has also served as chair of the ABA Taxation Section’s Tax Accounting Committee and chair of the AICPA’s Tax Accounting Committee. She has chaired the ABA Taxation Section’s Committee on Government Submissions and has also served as a member of the Executive Committee of the AICPA’s Tax Division.

Ellen has spoken at numerous tax institutes, including the Tax Council Policy Institute, PLI’s Annual Symposium on Mergers and Acquisitions, the New York University Federal Tax Institute, the Southern Federal Tax Institute, the University of Texas Tax Conference, The Parker C. Fielder Tax Conference, and at many TEI, and ALI-ABA seminars. Her articles have appeared in Tax Notes, Journal of Taxation, Taxation for Accountants, Taxation for Lawyers, and Journal of Partnership Taxation. She has also served as an adjunct professor of law at Georgetown University Law Center.

 

EDUCATION

  • Drexel University, BS (Accounting, Finance)
  • George Washington University Law School, JD

AFFILIATIONS

  • American Institute of CPAs
  • American Bar Association
  • The Tax Council
  • The District of Columbia Bar Association

 


Ellen advises clients on federal tax matters for businesses, primarily tax accounting concerns, accounting method considerations, and compliance and reporting issues. She regularly counsels clients on the proper tax treatment of costs associated with tangible property (including the treatment of repair costs), intangible property (including acquisition costs and recovery) and corporate transaction costs.

Ellen regularly represents clients before the Internal Revenue Service (IRS), including representation at the IRS National Office with private letter rulings and technical advice. She also represents a number of clients in controversy matters before the Examination and Appeals divisions, including matters involving Pre-Filing Agreements, Fast Track Appeals and the Compliance Audit Program.

Prior to entering private practice, Ellen led the transaction cost review practice for a Big Four accounting firm, where she worked on accounting methods and inventory matters for Fortune 500 companies. She also worked for the IRS Office of Chief Counsel where, over an eight-year government career, she developed and drafted legislative and regulatory proposals, supervised congressional investigations and administered Government Accountability Office audits involving the IRS. She also drafted regulations, revenue rulings, and other legal advice.

She frequently speaks before Tax Executives Institute (TEI) and federal and state bar groups on topics such as capitalization, treatment of transaction costs, inventory and accounting methods, and tax developments affecting health care organizations.

 

Awards and Rankings:

Recognized by The Legal 500 United States in the area of U.S. taxes: non-contentious 

Professional Activities:

  • Member, American Bar Association, COGS, Tax Accounting, Nominating and Administrative Practices Committees, Past Chair, Tax Accounting Committee
  • Federal Bar Association, Section on Taxation Tax Law Conference Steering Committee
  • Fellow, American College of Tax Counsel
  • Adjunct professor at Georgetown University Law Center

Recent Publications:


Eric Sensenbrenner is a partner in the Washington, D.C. office of Skadden, Arps and is co-head of the Firm's Global Tax practice.  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.

 


Eric Sloan is a partner in the New York and Washington DC offices of Gibson, Dunn & Crutcher and a Co-Chair of the Firm’s tax practice. With more than 30 years of broad transactional and structuring experience, Mr. Sloan is a nationally recognized expert in private equity and on the use of partnerships and limited liability companies in domestic and cross-border mergers and acquisitions, financing transactions, and restructurings. He advised on the first passthrough portfolio company investments made by four of the largest U.S.-based private equity firms. Mr. Sloan 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. 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 he is as “a world-class partnership lawyer,” an “excellent technician,” “a fountain of knowledge on partnership matters,” “articulate and extremely fast,” “thinks about all angles and practical solutions” and stands out for his “experience, depth of knowledge and very strong ability to communicate complex subjects.”  Who’s Who Legal also recognizes Mr. Sloan as an “Expert” in the area of Corporate Tax.

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 the Harvard Law School.

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. He received his Juris Doctor from the University of Chicago in 1990 and 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.


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 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.

 


Jared is a senior manager in EY’s Indirect Transactions Tax practice.  Jared has over 14 years experience in public accounting, specifically he has spent a vast majority of his time in mergers and acquisitions.

Jared's practice includes state restructurings, due diligence, merger integration, transfer tax analyses, and consulting on income/franchise tax, sales and use tax, property tax, employment tax and unclaimed property. He has significant experience in all stages of the tax M&A lifecycle from due diligence to planning and structuring to reorganization and exit. Jared has assisted numerous clients with domestic and multi-national acquisitions, dispositions and restructurings, including taxable and tax-free stock and asset acquisitions as well as stock acquisitions and dispositions with section 338(h)(10) elections.

Jared leads indirect tax weekly technical training sessions, which includes attendance and participation from state and local tax professionals across the U.S. 

Jared’s industry experience includes IT / software, government contracting. retailing, distributing, manufacturing, education, real estate, media & entertainment, biotech, energy/utilities and

Jared earned his bachelor's degree in Accountancy (B.A.) from The George Washington University, his law degree (J.D.) from Pace Law School, and his master's degree in tax law (LL.M.) from Georgetown University School of Law.

Jared is admitted to the New York bar.  Jared and is an active member of the New York City Bar State and Local Tax Committee.


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.


Jessica Hough, head of the firm’s Washington, D.C. office, represents clients on a wide range of tax matters, with particular emphasis on mergers, acquisitions and divestiture transactions, including spin-offs, debt and equity offerings, corporate and partnership restructurings, and joint ventures.

While Ms. Hough has a broad-based M&A tax practice across various industries, she also advises clients in the financial services sector on insurance-related corporate transactions, including capital raising, mergers and acquisitions, reinsurance transactions, restructurings and related matters. She has extensive experience in the U.S. and international insurance and reinsurance industries, having represented numerous industry participants in all lines of business, including life, health, property and casualty, and specialty lines. In recent years, Ms. Hough has worked on insurance-related tax matters for American Financial Group; Ameriprise; Core Specialty; FBL Financial; Jackson National Life; John Hancock; Liberty Mutual Insurance Company; Markel Corporation; MetLife, Inc.; Selective Insurance Group; Travelers Property Casualty Corp.; and Validus Holdings, Ltd.

Ms. Hough also is consulted regularly on tax matters related to corporate restructurings. She has represented a number of clients in connection with restructurings involving tax-free spin­offs, including Duke Energy Corporation in its spin-off of Spectra Energy Corp., Temple-In­land Inc. in its spin-offs of Guaranty Financial Group and Forestar Real Estate Group, and Applied Biosystems Inc. in its split-off of Celera Corporation.

In addition to her thriving practice, Ms. Hough serves on Skadden’s governing body, the Policy Committee, and is very active in promoting diversity in the legal profession. She was a 2011 fellow in the inaugural Leadership Council on Legal Diversity Fellows Program for which she mentors incoming minority students at law schools in Washington, D.C. A frequent author and speaker on a wide range of tax matters, Ms. Hough has repeatedly been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business and The Legal 500 U.S. She also was named by International Tax Review as its 2020 North America Tax Practice Leader of the Year, as well as by Law360 as one of its 2020 Tax MVPs and one of its 2019 Influential Women In Tax Law.

 


Jiyeon Lee-Lim is a partner in the New York office of Latham & Watkins and is a Global Department Chair of the firm’s Tax Department.  Her major practice area includes international and corporate tax, with a particular emphasis on financial products, capital markets transactions, securitization transactions and cross-border tax planning.  Ms. Lee-Lim has previously served as the head of the firm’s International Tax Group, and is ranked by Chambers Global as a notable practitioner.

Ms. Lee-Lim has represented a large number of US and multinational financial institutions in connection with a wide range of cross-border transactions, financing transactions and debt and equity derivatives, and advised many investment managers in asset backed securities offerings and other structured finance transactions.  She also represented numerous US and international corporations in connection with private and registered securities offerings as well as corporate reorganizations and international tax planning and advised sovereign investors in connection with inbound investments.

Ms. Lee-Lim has been on the Executive Committee of Tax Section of the New York State Bar Association (NYSBA) and is currently the Secretary of the Tax Section.  She previously served as a co-chair of the Committee on Securitizations and Structured Finance of the Tax Section.  She was named to the Notable Women in Law list by Crain’s New York Business (2019) and is also a member of Tax Forum.  Ms. Lee-Lim is a frequent speaker at a number of conferences. 

Ms. Lee-Lim received S.J.D from Harvard Law School (1988), LL.M from Harvard Law School (1984) and LL.B. from Seoul National University (1983, President’s Prize).

 


José Murillo assumed his position as Deputy Assistant Secretary, International Tax Affairs, in the U.S. Treasury Department’s Office of Tax Policy on March 1, 2021. In his role as DAS, International Tax Affairs, José provides advice and counsel to the Assistant Secretary (Tax Policy) related to international tax policy and tax treaties.

Prior to assuming his current role, José was a partner and the leader of the international tax and transaction services practice in Ernst & Young LLP’s (EY) National Tax Department based in Washington, D.C.  José’s practice focused primarily on cross-border acquisitions, dispositions, and restructurings, and most recently he led EY’s initiatives around the 2017 Tax Cut and Jobs Act.

Prior to rejoining EY in August 2010, José spent approximately three years with the US Treasury Department’s Office of the International Tax Counsel, where he assisted in the development of international tax policy, Treasury regulations, and in negotiating income tax treaties.

Prior to joining the U.S. Treasury Department in 2007, José was a member of EY international tax services practices in Houston and Washington, DC.

 


Julie Wang is a Senior Counsel in Branch 2 of the Office of Associate Chief Counsel (Corporate).  She primarily works on issues involving Subchapter C and consolidated return regulations.  Julie received a B.B.A. and a Masters of Accountancy degree from the University of Wisconsin-Madison, and a J.D. from Boston University School of Law.  She is a member of the New York bar and a certified public accountant.  


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.

 


Kelly Madigan is the Assistant Branch Chief (Branch 1) in the Office of Associate Chief Counsel (Corporate) at the Internal Revenue Service.  Kelly previously worked in the corporate tax group of Deloitte’s Washington National Tax practice, where she focused on Subchapter C and consolidated return matters.  She advised corporations on domestic and cross-border transactions, including mergers, acquisitions, dispositions, spinoffs, and internal restructurings.  She received her B.A. from the University of Virginia, her J.D. from Emory University School of Law, and her LL.M. in Taxation from Georgetown University Law Center.


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 a partner at Cravath and serves as Head of the Tax Department.  Her practice focuses on advising clients on the tax and structuring aspects of mergers and acquisitions, spin-offs, restructurings, joint ventures and SPACs, 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, AveXis, Bharti, Cable One, Delta Air Lines, Disney, DreamWorks Animation, Genpact, Graham Holdings, H.J. Heinz, Honeywell, J.D. Power, Knorr-Bremse, Northrop Grumman, Occidental Petroleum, OLX Group, Pitney Bowes, Prosus, Quibi, Royal Dutch Shell, Shire, Sprint, Starbucks, Starwood Hotels, Technicolor, Time Warner, UAL, Viacom’s transaction committee, White Mountains Insurance and Xerox.

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.  Additionally, Ms. Angelilli has been named to Lawdragon’s list of the “500 Leading Lawyers in America.”

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 was elected a partner in 2007.


Lewis R. 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.

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 complex global mergers and acquisitions, spin-offs, joint ventures, special purpose acquisition company (SPAC) transactions, and restructurings; on structuring investment vehicles and transactions for funds, family offices, partnerships and other asset managers; and on foreign tax planning strategies. In addition to having recently received the Marquis Who’s Who “Albert Nelson Marquis Lifetime Achievement Award”, Linda is consistently recognized as one of the leading tax lawyers in the country by independent commentators and industry publications, including Best Lawyers, Chambers USA, Euromoney, Expert Guides, International Tax Review, International Who’s Who, Law360, The Legal 500, Super Lawyers, Tax Directors Handbook, Who’s Who in American Law and World Tax, 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;
  • Pershing Square Tontine Holdings in its agreement to acquire 10% of the outstanding ordinary shares of Universal Music Group for approximately $4 billion, representing an enterprise value of approximately €35 billion for UMG;
  • 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; 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 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 and her B.A. degree, magna cum laude and Phi Beta Kappa, from Bucknell University.


Lou Freeman, an attorney and CPA, is a retired partner of Skadden, Arps, Slate, Meagher & Flom LLP and was a member of the Tax Department in the Chicago office.  He is a graduate of the Harvard Law School and has an LL.M. in Taxation from New York University.

Lou has served on the Board of Advisors of Corporate Taxation magazine.  He has served as Chairman of the Chicago Bar Association Federal Taxation Committee, as a member of the Executive Committee of the New York State Bar Association Tax Section and as Chair of the Corporate Tax Committee of the American Bar Association Tax Section.  He previously served as a member of the Tax Advisory Group of the American Law Institute Subchapter C Project, a Fellow and Regent of the American College of Tax Counsel, a member of the Advisory Board of New York University Institute on Federal Taxation, and a member of the Planning Committee for the University of Chicago Federal Tax Conference.

Lou has written and lectured extensively on tax subjects and served as Chairman for twenty-eight years of the Practising Law Institute seminar on “Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations, and Restructurings.”  He also served as Co-Chairman for nineteen years for the Practising Law Institute seminar on “Domestic and Foreign Partnerships, LLC’s, Joint Ventures, and Other Strategic Alliances.”

Lou has been listed in Who’s Who in the World 25th Anniversary Edition, Who’s Who Legal:  Illinois, Who’s Who in America, International Who’s Who of Business Lawyers, Who’s Who in American Law, International Who’s Who of Corporate Tax Lawyers, Who’s Who Legal:  USA – Corporate Tax, Chambers Global:  The World’s Leading Lawyers for Business, Chambers USA:  America’s Leading Lawyers for Business, Best Lawyers in America, Global Counsel’s Tax Law Handbook, PLC Which Lawyer?, PLC Cross-border Tax on Corporate Transactions Handbook, Tax Directors Handbook, Legal 500, Euromoney’s Guide to the World’s Leading Tax Lawyers, Euromoney’s Best of the Best USA, and TDH Top 250 Individual Tax Advisers in the World.   

 


Megan is a managing director in the KPMG’s Mergers & Acquisitions (M&A) Tax practice. Based in Tysons Corner, Megan leads the firm’s transaction cost analysis (TCA) business, which assists M&A clients with tax considerations regarding capital transaction costs. Megan recently joined KPMG from another Big Four accounting firm, where she spent 16 years in the national tax department, practicing in general M&A corporate tax but focusing on capitalization issues and developing their TCA practice.

Earlier in her career, Megan was an attorney adviser in the Internal Revenue Service’s Office of Chief Counsel, corporate division. Among other things, she assisted in the development of guidance regarding options and restricted stock in spin-off transactions. She earned an undergraduate degree with distinction from the University of Virginia and a JD from Georgetown University Law Center.

Megan’s speaking engagements and publications include those for Practicing Law Institutes, the Tax Section of the American Bar Association and the New York State Bar Association.

 


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).

 


Mr. Canellos is of counsel at the tax department of the law firm of Wachtell, Lipton, Rosen & Katz in New York City.  He is a graduate of Columbia University (A.B. 1964, Summa Cum Laude and L.L.B. 1967, Magna Cum Laude), serving as editor-in-chief of the Law Review.  Mr. Canellos clerked for Judge Charles D. Breitel of the New York Court of Appeals and was a Fulbright Scholar at the University of Amsterdam, the Netherlands.  Mr. Canellos has also served as chairman of the New York State Bar Association Tax Section, and as the General Reporter at the 2005 IFA Congress session dealing with international mergers and acquisitions.


Mr. Schnabel is the chair of Davis Polk’s Tax Department. He advises clients on a full range of transactions, including M&A, spinoffs, financing, PIPEs, partnerships and S corporations, joint ventures, fund formation and inversions. He is a former Chair of the Tax Section of the New York State Bar Association, a member of the Planning Committee of the University of Chicago Law School Tax Conference, a Fellow of the American College of Tax Counsel and a frequent speaker and writer on the tax aspects of M&A and private equity and various tax issues.  


Mr. 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. 

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 was appointed Chief of Branch 4 in the Office of Associate Chief Counsel (International) at the IRS in 2019. Branch 4 has primary jurisdiction over cross-border M&A provisions such as section 245A, 367, 1248 and 7874. Prior to joining the Office of Associate Chief Counsel, Ms. Williams was in the International Tax and Transaction Tax Services practice at EY in Washington DC where she assisted clients with international restructurings, including post-M&A integration, tax attribute planning, and international tax accounting matters. Ms. Williams is a certified public accountant (CPA) licensed in the District of Columbia and an attorney admitted to the State Bar of Georgia.


Nicholas J. DeNovio, formerly Global Chair of Latham & Watkins’ International Tax Practice, is a partner in the Washington, D.C. office.

Mr. DeNovio advises large domestic and international corporations on cross-border transactions involving mergers and acquisitions, spin-offs, financings, and group structuring. He has represented a number of the world's leading corporations on multi-billion dollar transactions covering jurisdictions around Europe, Asia, and the Americas.

Mr. DeNovio began his career in private practice in New York City and became a partner at a global law firm. He is a member of the board for the George Washington University (GWU)/Internal Revenue Service (IRS) International Tax Program and served as Chair of the University of Chicago’s Federal Tax Conference from 2012 – 2014.

Mr. DeNovio is consistently ranked by The Legal 500 US, Chambers USA and Super Lawyers as one of the leading tax lawyers in the District of Columbia. In addition, The Legal 500 US and Chambers Global regularly recognize him for his international tax work.

Mr. DeNovio is a renowned speaker and writer for organizations such as Tax Executives Institute (TEI), Practicing Law Institute (PLI), International Fiscal Association (IFA), National Foreign Trade Council (NFTC) and various bar associations.

 


Philip B. Wright is a Partner in the law firm of Bryan Cave Leighton Paisner LLP and member of the Tax Advice and Controversy Client Practice Group.  His practice is concentrated primarily on advising clients in respect of the domestic and international tax aspects of inbound and outbound investment including acquisition structuring and related financing in all industries.  He regularly advises clients regarding the federal income tax aspects of the formation and operation of business entities.  In addition, he advises clients in controversy matters with the Internal Revenue Service principally regarding issue involved in corporate acquisitions and divestitures.

Phil received his B.A. degree in Accounting from the University of Missouri, magna cum laude (1979), J.D. degree from Georgetown University, cum laude (1982), and his LL.M. from New York University (1985).  He serves as an adjunct professor in the School of Accountancy Master's program at the University of Missouri – Columbia where he has taught Partnership Taxation and Mergers and Acquisitions Taxation.  He has served as an adjunct professor in the Masters Tax Program at Washington University School of Law.  He frequently writes and speaks on tax issues involved in cross border merger and acquisitions.  His prior professional experience includes practice as a tax specialist and CPA with a Big Four accounting firm.

Phil is a member of the Tax Section of the American Bar Association and New York State Bar Association. Phil also serves as a Member of Bloomberg BNA's Corporate Taxation Advisory Board.  He is a Fellow of the American College of Tax Counsel and is listed in The Best Lawyers In America.  He is admitted to practice in Missouri, New York and the District of Columbia.

 


Richard C. Call focuses his practice on all types of state and local tax matters including litigation, advisory, and transactional work.  He has participated in successful cases at administrative bodies, trial courts, and appellate courts in several states.  In 2020, he successfully argued before the Appeals Court of Massachusetts in Bay State Gas Company v. Commissioner, securing a rare reversal of the Massachusetts Appellate Tax Board in a corporate income tax case.  Admitted to practice in both Massachusetts and New York, he has been recognized as a Super Lawyers, Rising Star in both Massachusetts and New York and was recently included in the Best Lawyers in America, Massachusetts. 

Richard is actively engaged in the state and local tax community both locally and nationally.  He is the current co-chair of the Boston Bar Association’s Tax Section.  Richard publishes frequently on state and local tax topics, with articles appearing in numerous professional publications, including State Tax Notes, Bloomberg BNA Weekly State Tax Report, Bloomberg BNA Multistate Tax Report, The Tax Executive, the Journal of State Taxation, the Boston Business Journal, and the New York University Institute on State and Local Taxation. He also has spoken on state and local tax topics in multiple forums, including the Boston Bar Association – State and Local Tax Section, Council on State Taxation (COST), Tax Executives Institute, Strafford webinars and the Philadelphia Bar Institute.

Richard earned a J.D. from Brigham Young University and was a member of the BYU Law Review.  He earned an LLM from the New York University School of Law. 


Robert Liquerman is Special Counsel to the Associate Chief Counsel (Corporate). Rob manages the private letter ruling and training programs and reviews various guidance projects under the jurisdiction of ACC (Corporate). In addition, he advises the Associate Chief Counsel on all technical matters within the office’s jurisdiction.

Robert Liquerman was previously employed by KPMG LLP’s Washington National Tax Corporate Group for 26 years and was a principal for 21 years. In his role at KPMG, he advised clients and firm professionals on matters regarding mergers, acquisitions, divestitures, corporate distributions, corporate reorganizations, discharges of indebtedness, bankruptcy, and workouts.

Before joining KPMG, Rob served as an attorney for the Internal Revenue Service, Office of the Chief Counsel (Corporate). In this position, he drafted Treasury regulations, private letter rulings, technical advice memoranda, closing agreements, responses to congressional inquiries, field service advices, and memoranda of law. Previously, Rob was a senior tax associate at Coopers & Lybrand in New York.

Rob has been an adjunct professor of law in the LL.M. program at the Georgetown University Law Center for 26 years where he teaches Taxation of Bankruptcy and Workouts. He previously served as an adjunct professor in the LL.M. program at the College of William & Mary, Marshall-Wythe School of Law. Rob is the co-author of the Bankruptcy & Insolvency Taxation treatise.

A frequent lecturer on mergers and acquisitions, Rob has instructed internal and external continuing professional education courses and participates on panels at bar CLE events.

Rob received his LL.M. in Taxation from NYU in 1999, a JD from St. John’s University in 1987, and a B.S. in accounting from the State University of New York at Binghamton in 1984. Rob grew up in New York City.

 


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.


Scott Levine advises on the tax aspects of corporate transactions, including international and domestic mergers and acquisitions, leveraged buyouts, spin-offs and other divestitures, restructurings, financings, and joint ventures. He also has negotiated private letter rulings with the Internal Revenue Service in the corporate, international, financial instruments, and energy credit tax areas. He has advised on the tax aspects of structuring cross-border acquisitions and financial instruments.

Before joining Jones Day, Scott was a senior manager in KPMG's national tax office.

Scott is currently an adjunct professor of law at the Georgetown University Law Center in Washington, D.C. and the International Tax Center at Leiden University in the Netherlands, where he teaches courses on corporate taxation. He has lectured at internal continuing professional education programs and frequently participates as a panelist on programs addressing a wide range of topics in the corporate and international taxation.

Scott is an active member of the ABA’s Tax Section, the outgoing chair of the ABA’s Corporate Committee, and the primary author of several comment letters including the ABA’s recent letters on the proposed GILTI regulations, the temporary section 245A regulations, the final GILTI regulations, the proposed opportunity zone regulations as they related to corporate and consolidated issues, and the advance child tax credit.  Scott was a member of the D.C. Bar Tax Section's Steering Committee and chair of the Tax Section's Corporate Tax Committee.  He has been the Chair of the DC Bar’s Annual Tax Reform Conference since its inception in 2017.


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).  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.


Sharyn M. Fisk was named Director of the IRS Office of Professional Responsibility (OPR) in January 2020. As Director, she is responsible for the IRS’ oversight of tax professionals who practice before the IRS as set out in Treasury Circular 230.

Sharyn’s extensive background in the tax community brings over 20 years of tax experience to the OPR position. Before coming to the IRS, Sharyn was Professor of Tax at Cal Poly Pomona and Director of the University’s VITA program. Prior to teaching, Sharyn was in private practice specializing in tax controversies. As a private practitioner, Sharyn represented hundreds of individuals, businesses, and corporate taxpayers before the IRS, the Department of Justice Tax Division, federal and state courts, and state taxing authorities. These matters involved civil examinations and appeals, criminal investigations, and tax collection issues. Before becoming a private practitioner, Sharyn clerked for the Honorable Maurice Foley, Judge, U.S. Tax Court.

Sharyn has held leadership roles in several professional organizations. She served as a former Chair of the Tax Policy, Practice and Legislation Committee for the American Bar Association (ABA). She is a past Chair of the Taxation Section of the Los Angeles County Bar Association and the Taxation Section of the Beverly Hills Bar Association. In 2019, Sharyn concluded a three-year term as a member of the IRS Advisory Council (IRSAC). She chaired a task force on unenrolled return preparers on behalf of the Standards of Tax Practice Committee for the ABA Taxation Section. She is also a Fellow of the American College of Tax Counsel. Sharyn wrote and spoke extensively before national, state, and local tax professional organizations on all aspects of civil and criminal tax controversy issues and ethics in tax practice.

Sharyn earned a B.A. in Journalism from San Diego State University, a J.D. from Rutgers University, and an LL.M in taxation from the New York University School of Law.

 


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

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

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

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

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

 


Thomas Humphreys is a partner in Mayer Brown's New York office and a member of the Tax Transactions & Consulting practice. He has extensive experience with the tax aspects of capital markets transactions; financial instruments; real estate investment trusts; mergers and acquisitions; bankruptcy and reorganization; tax controversy, including transfer pricing; and international transactions. Thomas also works with investment banks and issuers on developing new financial products.

He is the author of Limited Liability Companies and Limited Liability Partnerships, published by Law Journal Seminars Press. He is also a co-author of Federal Taxation of Partnerships and Partners, a CCH Expert Treatise Library publication. He frequently speaks on tax topics before various audiences, including the Practising Law Institute.

Thomas is an adjunct professor of law at New York University Law School, where he teaches Taxation of Financial Instruments in the LLM program. He is also a solicitor, admitted as a member of the Law Society of England and Wales.

 

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.  He also is a member of the firm’s Fairness Opinion Committee. 

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. 

 


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.

 


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.


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.


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.