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Taxation of Financial Products and Transactions 2018

Speaker(s): Amanda H. Nussbaum, Diana A. Imholtz, Eileen Marshall, Elinor C. Ramey, Helen M. Hubbard, Howard A. Wiener, I. Lee Holt, Jeffrey L. Dorfman, Kimberly S. Blanchard, Kristen M. Garry, Lena Y. Hines, Linda E. Carlisle, Lindsay M. Kitzinger, Mark E. Erwin, Mark H. Leeds, Mark P. Howe, Mark S. Perwien, Matthew A. Stevens, Michael Mou, Raymond J. Stahl, Richard G. Larkins, Stuart E. Leblang, William L. McRae
Recorded on: Jan. 16, 2018
PLI Program #: 218808

Stuart Leblang is co-head of Akin Gump’s tax practice. Stuart’s practice includes planning and negotiating domestic and international business transactions, corporate and financial tax counseling and representing clients on tax legislative and policy issues before the U.S. Congress, the U.S. Department of Treasury and other federal agencies. He also focuses on various investment fund matters.

Stuart served as Associate International Tax Counsel at the U.S. Department of Treasury. While there, he was involved in legislative and regulatory developments in the international arena. He initiated and developed a number of international provisions contained in the Taxpayer Relief Act of 1997, including those relating to foreign tax credits, passive foreign investment companies and the taxation of foreign investors.

Stuart also played a central role in the creation and development of the international tax provisions contained in President Clinton’s 1998 Budget Proposal and a number of international regulatory projects. He has spoken intensively on issues relating to international tax policy.

In addition to his legislative activities at the Treasury, Stuart was responsible for initiating and implementing a number of tax regulatory projects, including those relating to foreign tax credits, hybrid entities, passive foreign investment companies and cross-border derivative transactions.

He also was integrally involved in other completed and ongoing regulatory projects, including projects relating to the subpart F consequences of hybrid entity structures, the sourcing of losses on sales of personal property, the treatment of step-down preferred stock transactions, the taxation of financial asset securitization investment trusts (FASITs), corporate tax shelter requirements and interest expense allocations. Stuart also participated in a number of negotiations with current and prospective U.S. tax treaty partners.

Stuart is recognized by Chambers USA, Chambers Global and The Legal 500 US.

Stuart received his J.D. in 1990 from Columbia Law School, and his B.A. in 1987 from

Cornell University.

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

Kristen Garry is a tax partner in Shearman & Sterling’s Washington D.C. office.  She regularly advises financial institutions and other domestic and foreign clients on issues relating to financial products, cross-border structured finance, securitizations and mergers and acquisitions.  Kristen has represented numerous international and U.S. corporations in connection with private and SEC-registered securities offerings (both debt and equity).  She is a “leading lawyer” in Financial Products, as well as a member of Shearman & Sterling’s Tier 1-ranked Tax team, according to Legal 500 (2020).  She also assists clients with IRS audits, appeals and tax litigation.  Kristen represents a broad range of clients including Ardagh, Barclays, Citigroup, Jefferies, Marriott International, Nokia and Susquehanna International Group LLP.


Relevant experience includes representation of: 

  • Anglo American on its offering of $1,000 million 2.625% senior notes due 2030 and $500 million 3.950% senior notes due 2050.
  • BofA Securities, Inc. and HSBC Securities (USA) Inc. as dealer managers on Argentina’s historic debt restructuring in which it obtained the consents required from investors to exchange and/or modify 99.01 percent the country’s outstanding $65 billion in international bonds.
  • the underwriters in connection with The Royal Bank of Scotland Group’s (RBSG) offering of $1.5 billion aggregate principal amount of 6.000% reset perpetual subordinated contingent convertible additional tier 1 capital notes.
  • the initial purchasers on Boeing’s $25 billion bond offering, which represented the largest non-M&A bond offering of the time.
  • Valvoline Inc. on its Rule 144A/Regulation S offering of $600 million of 4.250 percent senior notes due 2030. Valvoline intended to use the net proceeds to fund the redemption of senior notes due 2024 and repay $100 million of indebtedness under a loan facility.


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

Lena is a principal in EY’s National Tax Department and is based in Los Angeles, California.  She has over 15 years of experience in the taxation of financial transactions and instruments in the fixed income, equity, commodity and currency markets. 

She consults on domestic and international tax-planning opportunities involving complex financing structures.  She provides tax advice on ordinary course financing transactions, tax hedges and complex debt investments; supports the audit function in connection with tax provision reviews; consults on issues implicating foreign currency tax regimes; and drafts formal and informal written advice documenting support for tax technical positions.  Lena is experienced in addressing IRS audits, and preparing requests for method of accounting changes, private letter rulings and closing agreements regarding financial derivatives, original issue discount, market discount, bond premium and deductible repurchase premium related to debt repurchases.  

Lena develops and presents tax discussions on technical issues at conferences sponsored by the American Bar Association, the District of Columbia Bar Association, the Practising Law Institute and the Tax Executive Institute.      

She is a member of the District of Columbia Bar – Taxation Section / Financial Products Committee (Chair 2017 – 2019); the American Bar Association; and the State Bar of California - Taxation Law Section. 

Lena holds degrees from UCLA (B.A.), UCLA School of Law (J.D.) and Georgetown University Law Center (LL.M. / Taxation).  She is a member of UCLA’s Advisory Council for the Academic Advancement Program, the National Association of Black Accountants and the Association for Latino Professionals for America.

Linda E. Carlisle is the Chief Operating Officer & General Counsel of Unicom Capital LLC in Denver. She was a member of Miller & Chevalier in Washington, D.C. before joining Unicom where she practiced international and domestic tax law, concentrating on corporate and partnership tax issues and on the taxation of cross-border investments. She also advised clients on legislative, regulatory and administrative tax matters. Before joining Miller & Chevalier Linda was a Tax partner in the Washington, D.C. office of White & Case and was the Special Assistant to the Assistant Secretary (Tax Policy) during the enactment of the 1986 Tax Reform Act.

Mark Erwin is the Acting Deputy Associate Chief Counsel, Financial Institutions & Products. Mr. Erwin provides oversight in the development and publication of regulatory and other administrative guidance, legal advice, and litigation support on tax matters involving banks, insurance companies, regulated investment companies, real estate investment trusts, asset securitization arrangements, debt obligations, derivatives, hedging arrangements, and tax exempt bonds.

From 2012 to 2017, he was a Branch Chief in the IRS Office of Associate Chief Counsel (International).  Prior to joining the IRS Office of Chief Counsel in 2006, he was a tax associate at several law firms in Washington DC. 

Mr. Erwin received his B.A. magna cum laude from Trinity University in 1992.  He received his Ph.D. in English Literature from Princeton University in 1998 and his J.D. cum laude from New York University School of Law in 2002. 

Mark Howe’s practice is concentrated in partnerships, financial products, securitization, the tax aspects of capital markets, general corporate finance, securities, and commodities. His work includes emphasis on the tax structuring of domestic and offshore investment funds and in the development, structuring, and implementation of a wide variety of financial and derivative products and transactions, such as fixed income, currency, equity, and commodity linked swaps, forwards, notes, options, and similar instruments and transactions, securities and other instruments with embedded derivatives, and hybrid and synthetic products.

Prior to joining Cadwalader, he was an associate with Hogan and Hartson.

After receiving his A.B. degree in mathematics, cum laude, from Harvard College, Mark received his J.D., magna cum laude, from Georgetown University Law Center, where he was an editor of the Georgetown Law Journal. He also holds an M.A.R. from Yale University.

Mark is admitted to practice in New York and Washington, D.C.

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

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


Harvard University
(J.D., 1990)

University of Kansas
(B.A., 1987)

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

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

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

Mr. Perwien is Senior Advisor, Financial Products for the Director of Enterprise Activities. He is an expert in the taxation of financial derivatives. Prior to joining the Large Business and International Division, he was a Special Counsel in the Office of the Associate Chief Counsel (Financial Institutions and Products). He worked on Wall Street for many years, advising the sales and trading desks on the tax consequences of their activities both for the firms and the customers. He has also helped design many financial products to insure their tax efficiency. While on Wall Street he served as the Chair of the North American Tax Committee of the International Swap and Derivatives Association.

He has spoken on the taxation of financial products to many groups including the Tax Section of the American Bar Association, the Tax Section of the NYS Bar Association, The NYS Society of CPAs, the Tax Executives Institute, the DC Bar Tax Section, the Practicing Law Institute, and the Wall Street Tax Association. 

He received his B.A. in Urban Studies and B.S. in Economics from the University of Pennsylvania, his M.B.A. from Wharton, his J.D. from Stanford University, and his L.L.M. in taxation from New York University. 

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

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


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

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

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



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

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

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

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

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

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

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


Mark H. Leeds is a tax partner with the law firm of Mayer Brown.  Mark’s professional practice focuses on the tax consequences of a variety of investments, capital markets products and strategies, including qualified opportunity funds, over-the-counter derivative transactions, swaps, tax-exempt derivatives, strategies for efficient utilization of tax attributes as well as advising on cross-border tax issues.  Prior to joining Mayer Brown, Mark was a shareholder at another international law firm, and a Managing Director and Senior Tax Counsel with Deutsche Bank AG in New York.  At Deutsche Bank, Mark led the Tax Counsel function within Group Tax of the Americas.  Mark is also a recipient of the 2015 Burton Award for Distinguished Legal Writing.  Prior to joining Deutsche Bank, Mark served as the general counsel of a credit derivative company and, prior to that, Mark was a partner at Deloitte & Touche where he led the Capital Markets Tax Practice.  Mark is a frequent writer and speaker on tax topics affecting the Capital Markets.

Ray Stahl is a Special Counsel in the office of the Associate Chief Counsel (International) at the IRS.  Ray previously served as the Assistant to the Branch Chief in Branch 5 of ACCI, which he originally joined as an attorney advisor in 2011.  Before joining ACCI, Ray was an associate in the tax department at Ropes & Gray LLP.  Ray received his J.D. from Harvard Law School in 2007, and a Bachelor’s degree from Williams College in 2003.

Amanda H. Nussbaum is a partner in the Tax Department and also is a member of the Private Investment Funds Group at Proskauer. Her practice concentrates on planning for and the structuring of domestic and international private investment funds, including venture capital, buyout, real estate and hedge funds, as well as advising those funds on investment activities and operational issues. She also represents many types of investors, including tax-exempt and non-U.S. investors, with their investments in private investment funds. 

Amanda has significant experience structuring taxable and tax-free mergers and acquisitions, real estate transactions and stock and debt offerings. She also counsels both sports teams and sports leagues with a broad range of tax issues. 

In addition, Amanda advises not-for-profit clients on matters such as applying for and maintaining exemption from federal income tax, minimizing unrelated business taxable income, structuring joint ventures and partnerships with taxable entities and using exempt and for-profit subsidiaries. 

Amanda has co-authored with Howard Lefkowitz and Steven Devaney the New York Limited Liability Company Forms and Practice Manual, which is published by Data Trace Publishing Co. 

New York University School of Law, LL.M., 2003
Harvard Law School, J.D., 1998
Yeshiva University, Stern College for Women, B.A., 1995, summa cum laude

American Bar Association (Tax Section)
New York State Bar Association (Executive Committee of Tax Section)

Awards & Recognition
Chambers USA: New York: Tax 2014-2017
Chambers USA: Investment Funds: Hedge Funds Nationwide 2011-2012
New York Law Journal's "Rising Stars" 2013
Best Lawyers in America 2013-2018
New York Super Lawyers 2010-2017
The Legal 500 United States: Non Profit and Tax Exempt Organizations 2016-2017
The Legal 500 United States: Tax: Domestic Tax: East Coast 2009-2011, 2013-2017
The Legal 500 United States: Investment Fund Formation & Management: Alternative/Hedge Funds 2011-2016
Fellow, American College of Tax Counsel
Fellow, American Bar Foundation

Elinor Ramey is an Attorney-Advisor in the Office of Tax Policy of the U.S. Department of the Treasury. She is responsible for advising the Assistant Secretary (Tax Policy) on all tax matters involving tax-exempt organizations and charitable contributions. Prior to joining the Treasury Department, Ms. Ramey was an attorney at Steptoe & Johnson LLP, where her practice included advising tax-exempt organizations and tax controversy. Ms. Ramey received her B.A. from Wellesley College and her J.D. from Georgetown University Law Center. 

Howard Wiener recently rejoined KPMG’s Washington National Tax Office as an international tax partner. From 2009 through December 2010, Howard was Vice President of Global Tax Planning at Marriott International.  Prior leaving to join Marriott, Howard was a partner in the International Corporate Tax practice in KPMG’s Tysons Corner, Virginia office focusing on complex international corporate tax issues, including international corporate restructuring and tax efficient cross-border finance. 

From 1995 to 2000, Howard was an attorney in the Internal Revenue Service (IRS) Office of Chief Counsel where he focused on international taxation.  Among his responsibilities, Mr. Wiener served as an attorney in the office of Advance Pricing Agreements, where he was responsible for negotiating transfer pricing agreements with taxpayers and foreign competent authorities on behalf of the U.S. government.  In addition, Howard was responsible for drafting guidance with respect to the taxation of foreign currency, including the Euro regulations, hyperinflationary currency regulations and dual currency contingent debt guidance. 

Prior to his tenure at the IRS, Howard was a tax associate at Cole Corette & Abrutyn where he focused on international tax planning and controversy. 

Jeffrey Dorfman is a managing director in the International Tax Services group at PwC where he provides advice on foreign currency and other financial products issues.  Prior to joining PWC, Jeff was the Chief of Branch 5 in the Office of the Associate Chief Counsel (International) for over twenty years.  Jeff is also the one of the principal authors of the section 988 regulations, the 2006 proposed section 987 regulations and the §1.985-8 regulations regarding transition to the euro, among other things.

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.


Lindsay Kitzinger is an attorney-advisor in the Office of Tax Policy at the U.S. Department of the Treasury.  At Treasury, she focuses on a wide variety of international tax issues including those involving subpart F, foreign tax credits, PFICs, and income tax treaties, as well as tax issues arising the in the context of the G-20 and G-7.  Prior to joining the Treasury Department, Lindsay was an associate at Covington & Burling LLP.  Lindsay earned her B.S. from George Washington University and her J.D. from Harvard Law School. 

Ms. Helen Hubbard is currently the Associate Chief Counsel, Financial Institutions & Products. This organizational component of the Office of Chief Counsel provides legal support to promote uniform interpretation and enforcement of tax laws involving banks, thrifts, insurance companies, investment companies, real estate investment trusts and other financial institutions. It is also responsible for the tax laws relating to tax-exempt bonds and financial products and instruments developed by financial institutions and others, including annuities, options, forwards and futures contracts, debt instruments, hedging arrangements and other sophisticated financial arrangements.

Prior to joining Chief Counsel, Ms. Hubbard was Vice President for Tax and Benefits and Deputy General Counsel for Fannie Mae, a large financial institution. From 2005 to 2010, she was an equity partner with Baker and McKenzie L.L.P. From 2002 to 2005, she served as Tax Legislative Counsel with the Department of the Treasury. From 1996 to 2002, Ms. Hubbard was a National Tax Partner with Ernst & Young, L.L.P. Previously she was a partner with Akin, Gump, Strauss, Hauer and Feld, L.L.P and an associate with Miller and Chevalier and Johnson and Gibbs, P.C. From 1987 to 1988, she served as law clerk for the Honorable Irving L. Goldberg of the United States Court of Appeals for the Fifth Circuit.

Ms. Hubbard received her J.D. magna cum laude from Southern Methodist University in 1987. Before attending law school, she was a certified public accountant in Dallas, Texas, and a tax manager with Price Waterhouse. She received her B.B.A. in 1975 from Texas Tech University.

Lee is a partner in EY’s International Tax Services, Capital Markets group in New York. He focuses on cross-border financial transactions and structures, financial instruments, foreign currency transactions, hedging and U.S. tax issues and opportunities related to in-house banking/treasury structures.

Lee has been with Ernst & Young LLP since 1994. Prior to working in the New York office, Lee worked in London for three years as part of Ernst & Young LLP’s U.S. Tax Desk and, prior to that, in Philadelphia’s International Tax Services group.

Lee is a frequent panelist and chairperson at conferences, including the annual Ernst & Young International Tax Conference, tax directors’ workshops and external conferences such as TEI, ATLAS (past chairperson of Foreign Currency Transactions seminar) and Networking Seminars.

Lee graduated from the University of Richmond with a Bachelor Science Business Administration (Accounting) in 1994 and received a Masters in Taxation from Villanova University (School of Law) in 1999.