81st Institute on Federal Taxation [6-Day Event] (presented by NYU School of Professional Studies)

John P. Gimigliano, Esq
Sandra R. Brown, Esq
Melissa L. Wiley, Esq
Larry A. Campagna, Esq
Guinevere M. Moore, Esq
Lindsey D. Stellwagen, Esq
Mary B. Hevener, Esq
Laurence Wagman, CPA
Timothy Buckley, JD
William B. Sherman, Esq
Lucas Giardelli, Esq.
David J. Goett, Esq
Seth J. Entin, Esq
Damian Palomo, Esq
Sam K. Kaywood, Esq
Lori Hellcamp, Esq
David A. Rievman, Esq
Victor Hollender, Esq
Karen Gilbreath Sowell, Esq
Jodi J. Schwartz, Esq
Lulu Ma, Esq
Colin Campbell, Esq
Andrew T. Davis Esq
Samuel T. Greenberg, Esq
Alexander Lee, Esq
Anne Kim, Esq
Todd P. Kaplan
Andrea M. Whiteway, Esq
Hans Famularo, Esq
Robert D. Schachat, Esq
Anne Andrews
Michael J. Desmond, Esq
Sheri A. Dillon, Esq
Kelsey Lemaster, Esq
Cecily Xi, Esq
Julie A. Divola, Esq
Jennifer Sabin, Esq
Eric B. Sloan, Esq
Arvind Ravichandran, Esq
Julie M. Marion, Esq
Stephen M. Breitstone, Esq
Jerome M. Hesch, Esq
Jerald David August, Esq
Stephen R. Looney, Esq
C. Wells Hall, III, Esq
Terence Floyd Cuff, Esq
Richard H. Greenberg, Esq., CPA
Bryan C. Skarlatos, Esq
Michel R. Stein, Esq
Sanford J. Schlesinger, Esq
David Pratt, Esq
Alan S. Halperin, Esq
Mary P. O’Reilly, Esq
Andrew L. Baron, Esq
Anthony L. Engel, Esq
Reetu Pepoff, Esq
John W. Porter, Esq
John P. Gimigliano, Esq | KPMG LLP
Sandra R. Brown, Esq | Hochman, Salkin, Toscher Perez, PC
Melissa L. Wiley, Esq | Caplin & Drysdale
Larry A. Campagna, Esq | Chamberlain, Hrdlicka, White, Williams & Aughtry, PC
Guinevere M. Moore, Esq | Moore Tax Law Group
Lindsey D. Stellwagen, Esq | Internal Revenue Service
Mary B. Hevener, Esq | Morgan, Lewis & Bockius
Laurence Wagman, CPA | Golden Parachute Tax Solutions
Timothy Buckley, JD | Golden Parachute Tax Solutions
William B. Sherman, Esq | Holland & Knight
Lucas Giardelli, Esq. | Mayer Brown
David J. Goett, Esq | Mayer Brown
Seth J. Entin, Esq | Greenberg Traurig
Damian Palomo, Esq | International Tax Services
Sam K. Kaywood, Esq | Alston & Bird
Lori Hellcamp, Esq | Jones Day
David A. Rievman, Esq | Skadden, Arps, Slate, Meagher & Flom
Victor Hollender, Esq | Skadden, Arps, Slate, Meagher & Flom
Karen Gilbreath Sowell, Esq | Ernst & Young LLP
Jodi J. Schwartz, Esq | Wachtell, Lipton, Rosen, and Katz
Lulu Ma, Esq | Ernst & Young LLP
Colin Campbell, Esq | US Department of the Treasury
Andrew T. Davis Esq | Cravath, Swaine & Moore
Samuel T. Greenberg, Esq | Harbor Freight Tools
Alexander Lee, Esq | Cooley
Anne Kim, Esq | Kirkland & Ellis
Todd P. Kaplan | Centerview Partners
Andrea M. Whiteway, Esq | Ernst & Young LLP
Hans Famularo, Esq | Internal Revenue Service
Robert D. Schachat, Esq | BDO USA, LLP
Anne Andrews | PwC, San Jose, CA
Michael J. Desmond, Esq | Gibson, Dunn & Crutcher, Los Angeles, CA and Washington, DC
Sheri A. Dillon, Esq | Morgan, Lewis & Bockius
Kelsey Lemaster, Esq | Goodwin Procter
Cecily Xi, Esq | Goodwin Procter, New York, NY
Julie A. Divola, Esq | Pillsbury Winthrop Shaw Pittman
Jennifer Sabin, Esq | Gibson, Dunn & Crutcher
Eric B. Sloan, Esq | Gibson, Dunn & Crutcher
Arvind Ravichandran, Esq | Cravath, Swaine & Moore
Julie M. Marion, Esq | KPMG, Chicago, IL
Stephen M. Breitstone, Esq | Meltzer, Lippe, Goldstein & Breitstone
Jerome M. Hesch, Esq | Meltzer, Lippe, Goldstein & Breitstone
Jerald David August, Esq | Fox Rothschild
Stephen R. Looney, Esq | Dean Mead
C. Wells Hall, III, Esq | Nelson Mullins Riley & Scarborough
Terence Floyd Cuff, Esq | Loeb & Loeb
Richard H. Greenberg, Esq., CPA | Greenberg & Shulman, Attorneys at Law, Woodbridge, NJ
Bryan C. Skarlatos, Esq | Kostelanetz & Fink, New York, NY
Michel R. Stein, Esq | Hochman Salkin Toscher Perez
Sanford J. Schlesinger, Esq | Schlesinger Lazetera & Auchincloss
David Pratt, Esq | Proskauer Rose
Alan S. Halperin, Esq | Paul, Weiss, Rifkind, Wharton & Garrison
Mary P. O’Reilly, Esq | Meltzer, Lippe, Goldstein & Breitstone
Andrew L. Baron, Esq | Meltzer, Lippe, Goldstein & Breitstone
Anthony L. Engel, Esq | Bessemer Trust
Reetu Pepoff, Esq | The Northern Trust Company
John W. Porter, Esq | Baker Botts

On-Demand: November 13 - 18, 2022

81st Institute on Federal Taxation [6-Day Event] (presented by NYU School of Professional Studies)
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Program Summary

The Institute is designed for the practitioner who must frequently anticipate and handle federal tax matters. It provides high-level updates, practical advice you can implement, and in-depth analysis of the latest trends and developments from leading experts. Attendees return to work with a wealth of materials, plus the tools and strategies needed to help save their clients’ tax dollars and provide them with better service. Just as important, the Institute provides the perfect setting to meet practitioners from all around the country. It’s an opportunity for you to share ideas, exchange views, learn what others are doing, and obtain credit for continuing education.

The Institute addresses all major areas of taxation and attracts attorneys, both general tax practitioners and specialists; accountants; corporate treasury and compliance executives; tax managers; and financial planners seeking expert discussion of the latest technical, legislative, and planning developments.

This course is co-sponsored with myLawCLE.

Key topics to be discussed:

  • Legislative Update
  • The Treasury Agenda
  • From The Experts: Tax Controversy and Tax Litigation - Civil & Criminal Tax Update
  • Golden Parachute Updates
  • Continuing Tax Issues for “Work from Home” Programs: Another Dozen Commonly Asked Questions and Answers
  • PFIC’S in a GILTI World-How the IRS’s change in the treatment of partnerships requires a new focus on the application of the PFIC provisions
  • Engaging in a US Trade or Business—What does it mean and when does a foreign person cross the line?
  • Foreign Tax Credit Update-What’s A Creditable Tax, We All Thought We Knew
  • International Mergers and Acquisitions: Us Tax Considerations and Planning Techniques
  • The New Corporate Alternative Minimum Tax
  • “Tax-Free” Corporate Separation Transactions: Understanding the Market Dynamics and the Unexpected Impact of the CAMT
  • S Corporation Acquisition Techniques
  • Interesting Recent Public Transactions
  • Fundamentals Of Partnership and Real Estate Taxation
  • Hot Topics in Partnership and Real Estate Taxation: The Government Perspective
  • Disguised Sale Planning
  • Hot Like-Kind Exchange Issues
  • Partnership Audit Rules: What You Need to Know and Do Now
  • Structuring The Buyout of a Partner
  • Carried Interest Tax Planning Considerations and Section 1061
  • Workouts and Bankruptcy Tax Planning for Partners and Partnerships
  • Increasing the income and estate tax benefits of the preferred partnership with encumbered real estate by future leveraging
  • Entity Classification - The Check-The-Box Regulations Revisited
  • Shareholders Agreements Involving S Corporations
  • Structuring Mergers, Acquisitions, And Private Equity Recaps When the Target Is an S Corporation
  • Alternatives to Section 1031
  • The Executive Tax Plan Aka "The Greenbook": Closely Held Business Planners Beware!!!
  • When Are You Crossing a Line? Real Life Ethical Issues in Everyday Tax Practice - Chair
  • Current Developments in Estate Planning and Taxation
  • Income Taxation of Foreign Trusts and their Grantors and Beneficiaries
  • Common Pitfalls in Estate Planning with Investment Real Estate
  • Estate Planning with Digital Assets: An Introduction to Cryptocurrencies and NFTs
  • Passport to the World of International Estate Planning
  • THE ARTHUR D. SEDERBAUM MEMORIAL LECTURE - Family Limited Partnerships and other Closely-Held Entities – The Continuing Saga

Date: November 13-18, 2022

Closed-captioning available

Speakers

John P. Gimigliano, Esq._ KPMG LLP._FedBarJohn P. Gimigliano, Esq. | KPMG LLP

John Gimigliano is Principal-In-Charge, Federal Legislative and Regulatory Services (FLRS) in KPMG’s Washington National Tax Office. The FLRS practice monitors and provides notification about breaking developments in tax legislation or federal tax regulations and provides insight and advice to clients in anticipation of possible legislative or regulatory changes. The FLRS group also assists clients in navigating the legislative and regulatory process, including providing strategic advice.

In nearly 25 years of private practice, Mr. Gimigliano has represented clients in tax matters before Congress, the IRS, the Department of Treasury and other Federal agencies.

Mr. Gimigliano joined KPMG in 2008. Prior to joining KPMG, Mr. Gimigliano was Senior Tax Counsel for the Committee on Ways and Means and Staff Director for the Subcommittee on Select Revenue Measures in the U.S. House of Representatives. Mr. Gimigliano’s principal responsibilities with the Committee focused on issues involving corporate taxation including cost recovery, accounting methods, tax credits, corporate reorganizations, energy, the corporate alternative minimum tax, net operating losses and several other areas.

During his tenure on the Committee, John was involved in the drafting, negotiation and enactment of several pieces of tax legislation, including the Energy Policy Act of 2005, the Tax Increase Prevention and Reconciliation Act (TIPRA), the Katrina Emergency Tax Relief Act of 2005, the Tax Relief and Health Care Act of 2006, the Small Business and Work Opportunity Act of 2007, the Economic Stimulus Act of 2008 and several others.

Publications and Speaking Engagements

Mr. Gimigliano is an adjunct professor at the Georgetown University Law Center, where he teaches the course Taxation of Energy Markets in the LL.M. program. He is also a frequent speaker at tax and industry conferences and has been a guest on Bloomberg Television, the Diane Rehm Show, NPR’s Marketplace and cited in the Wall Street Journal, the Financial Times, the New York Times, and the Washington Post on the topics of taxation and tax policy.

Mr. Gimigliano has published numerous articles and also provided commentary in CCH’s Law, Explanation and Analysis on the American Recovery and Reinvestment Act of 2009. He also has authored chapters in the treatises Income Taxation of Natural Resources and Los Tributos del Sector Electrico (Taxes of the Electricity Sector).

 

Sandra R. Brown, Esq._ Hochman, Salkin, Toscher Perez, PC._FedBarSandra R. Brown, Esq. | Hochman, Salkin, Toscher Perez, PC

Sandra R. Brown joined the firm as a principal after serving most recently as the First Assistant United States Attorney for the Central District of California. Ms. Brown’s practice focuses on individuals and organizations who are involved in criminal tax investigations, including related grand jury matters, court litigation and appeals, as well as representing and advising taxpayers involved in complex and sophisticated civil tax controversies, including representing and advising taxpayers in sensitive-issue audits and administrative appeals, as well as civil litigation in federal, state and tax court.

From March 2017 to January 2018, Ms. Brown served as the Acting United States Attorney. In addition to leading the Central District of California’s United States Attorney’s Office, where she supervised approximately 270 attorneys in the largest Justice Department Office outside of Washington D.C., Ms. Brown also served as the Chief of the Tax Division for more than ten years where she supervised lawyers within the United States Attorney’s Office, the Department of Justice Tax Division and the Department of Treasury who were responsible for complex Federal civil and criminal tax matters, including related grand jury proceedings, trials and appeals.

In her more than 26 years as a federal trial lawyer, Ms. Brown obtained a vast expanse and depth of experience in complex civil and criminal tax matters, having personally handled over 2,000 cases on behalf of the United States before the United States District Court, the Ninth Circuit Court of Appeals, the United States Bankruptcy Court, the United States Bankruptcy Appellate Panel and the California Superior Court.

Those cases included nationally significant civil tax cases such as two Supreme Court decisions and a multitude of published 9th Circuit decisions, as well as a broad range of equally noteworthy criminal tax cases including the first of the recent FBAR prosecutions in California, one of the largest individual tax restitution judgments fully recovered in a criminal tax case prosecuted in this nation, and the unprecedented deferred prosecution agreement, resolving a criminal probe into an international bank’s worldwide U.S. cross-border business, requiring the bank to pay $270 million in restitution and fines and to provide details about employees and more than 1,500 U.S. customers.

In addition to other honors, commendations and awards, Ms. Brown has received the Internal Revenue Service Criminal Investigation Chief’s Award and the IRS’s Mitchell Rogovin National Outstanding Support of the Office of Chief Counsel Award, respectively, the most prestigious criminal and civil awards available for presentation by the IRS to Department of Justice employees.

Ms. Brown has written, lectured and taught federal prosecutors, agents and private practitioners throughout the country on topics involving trial strategies, taxation, bankruptcy and money laundering. Based upon the breadth of her expertise and experience in litigation and management, Ms. Brown is a highly sought-after speaker before national and regional professional organizations.

 

Melissa L. Wiley, Esq._ Caplin & Drysdale_FedBarMelissa L. Wiley, Esq. | Caplin & Drysdale

Melissa L. Wiley is a Member in Caplin & Drysdale’s Washington, D.C. office.

Ms. Wiley’s practice focuses on assisting clients to come into compliance with their U.S. tax obligations and advising U.S. taxpayers on all types of civil and criminal tax controversy matters at the federal and state level.

HIGHLIGHTS

Prior to joining the firm, Ms. Wiley was a Senior Manager in the National Tax Department at a Big Four accounting firm, where she specialized in tax controversy. In addition to serving clients, Ms. Wiley served as a firm subject matter expert on a variety of tax controversy topics and regularly spoke on firm webinars and taught classes to colleagues and clients.

With that firm she also served as internal counsel, providing legal guidance on a variety of matters related to the firm’s tax practice. Prior to that, Ms. Wiley was a tax controversy attorney at an international law firm, where she represented clients in federal and state controversy matters, including taking three cases through trial.

Ms. Wiley previously worked as analyst in the insurance industry before attending Georgetown University Law Center.

Ms. Wiley is active in tax professional organizations, including the AICPA and the ABA Tax Section, where she currently serves as Vice Chair for Committee Operations. She is also dedicated to assisting local children and caretakers through the Children’s Law Center, where she serves on the board and has provided pro bono services for more than 15 years.

 

Larry A. Campagna, Esq._ Chamberlain, Hrdlicka, White, Williams & Aughtry, PC._FedBarLarry A. Campagna, Esq. | Chamberlain, Hrdlicka, White, Williams & Aughtry, PC

Larry Campagna has established a reputation as an authoritative litigator in matters of business litigation and white collar criminal defense, as well as federal, state and local tax controversies. For more than 45 years, he has resolved thousands of civil and criminal litigation matters, many of which involved sophisticated and complex legal issues that established precedent in courts at the federal, state and local levels.

Highlights of Mr. Campagna’s career include: representing the first taxpayer to be awarded attorneys’ fees by the Fifth Circuit Court of Appeals; serving as lead counsel in one of the largest project cases in the history of the United States Tax Court; and successfully defending one of the world’s largest accounting firms in a tax malpractice case.

Mr. Campagna teaches a course in the law of Tax Crimes and Money Laundering as an Adjunct Professor at the University of Houston Law Center. He has served the American Bar Association Section of Taxation as Chair of the Employment Taxes Committee; as Chair of the Subcommittee on IRS Investigations and Procedures of the Committee on Civil and Criminal Tax Penalties; and as Chair of a Task Force on Offshore Credit Card Cases of the Civil and Criminal Tax Penalties Committee.

Significant Cases

  • In Johnson v. Sawyer, we battled for 15 years against the IRS to obtain damages for the wrongful disclosure of Mr. Johnson’s confidential tax information. The Government eventually paid Mr. Johnson the nation’s largest settlement for wrongfully disclosing tax return information.
  • We served as lead counsel in one of the largest project cases in the history of the United States Tax Court, which involved over 2000 Petitioners and posed strategic and logistical challenges for both the taxpayers and the IRS. Our firm represented over 700 of the taxpayers and negotiated settlements on behalf of those taxpayers as well as generic settlements that could be applied to others with Hillcrest cases.
  • We represented the first taxpayer to be awarded attorneys’ fees by the United States Court of Appeals for the Fifth Circuit.

 

Guinevere-M.-Moore,-Esq_Moore-Tax-Law-Group_FedBarGuinevere M. Moore, Esq. | Moore Tax Law Group

Guinevere Marie Moore is a tax litigator who represents taxpayers in civil and criminal tax controversies. She advocates for taxpayers at the IRS examination and appeals levels and, if a settlement with the IRS cannot be reached, in litigation. She is also the Executive Director of US Partnership Representative, Inc., and in that role she serves as a professional partnership representative.

Ms. Moore has represented taxpayers throughout her career, and draws on her experience in working with her clients, with the IRS, and with opposing counsel to help craft and execute the best possible plan to resolve the issues her clients are facing. Ms. Moore has successfully defended taxpayers against assessment of all types of federal tax, including income tax, employment tax, estate tax, gift tax, civil penalties, and criminal penalties.

Ms. Moore’s significant experience in practicing before the IRS and in the United States Tax Court enables her to work together with her clients to determine the best path forward to resolving the tax dispute – whatever Internal Revenue Code section may be at issue. The Internal Revenue Code contains thousands of provisions, and no tax professional has encountered them all. But having years of experience with the procedural hurdles that a taxpayer has to jump through in order to resolve a disagreement with the IRS over how much tax is due facilitates a much easier journey towards agreement or resolution through litigation.

Ms. Moore particularly enjoys the client counseling that she performs in her role as a taxpayer’s advocate. Having navigated hundreds of disputes with the IRS she is able to guide clients through what is often the most difficult crisis they are facing in their lives. Her clients will never wonder what comes next, or how the most recent development will impact them, because Ms. Moore routinely explains the process, the anticipated timeline, our strategy, and how all of the pieces come together. Ms. Moore will either partner with a client’s existing accountant, or, if necessary, engage a new accountant under a Kovel agreement.

Ms. Moore is actively involved in the American Bar Association, Section of Taxation. She is the immediate past Chair of the Standards of Practice Committee of the Section of Taxation. ABA Tax Times recently published an interview with Ms. Moore. Ms. Moore is also actively involved in the Accounting and Financial Women’s Alliance (AFWA), where she served as a member of the Board of Directors.

Ms. Moore draws on her many years of experience as a member of the Tax Bar to provide advice and insight to others. She is a co-author of Incompetent Authority, (a play on Competent Authority, the person legally designated authority to opine on matters of double taxation), a humorous advice column for tax lawyers published in ABA Tax Notes.

Ms. Moore is a frequent speaker at national and local conferences on topics related to tax, ethics, and the ethics of tax. Ms. Moore launched what has become an active pro bono program designed to help low income taxpayers receive representation that they could otherwise not afford. As part of this process, she co-authored and designed a four-part training series for representing low-income taxpayers before the IRS. She has been recognized for her pro bono work as the volunteer of the year by LadderUp, and has represented over one hundred clients pro bono.

Ms. Moore lives in Chicago with her husband and her four children. While she lives in Chicago, she represents taxpayers all across the United States and the world.

 

Lindsey D. Stellwagen, Esq._ Internal Revenue Service_FedBarLindsey D. Stellwagen, Esq. | Internal Revenue Service

Lindsey Stellwagen serves as Special Counsel International (SBSE) in the IRS Office of Chief Counsel, Washington, D.C. field office. She provides international litigation support and advice to Withholding & International Individual Compliance Practice Area (LB&I) and Special Enforcement Program (SBSE). Her work covers diverse areas such as offshore banking & structures, foreign government employees, foreign information gathering, treaty analysis, informant cases, ex-pats, foreign athletes & entertainers, and estate work.

 

Mary B. Hevener, Esq._ Morgan, Lewis & Bockius_FedBarMary B. Hevener, Esq. | Morgan, Lewis & Bockius

Mary B. “Handy” Hevener helps US and multinational enterprises minimize corporate payroll taxes at both the federal and state levels, and maximize benefits–related tax deductions. She focuses her practice on the tax and information reporting treatment of employee and independent contractor benefits outside qualified retirement plans, including stock options and other stock-based compensation; executive income deferrals; golden parachutes; and fringe benefits that range from health and life insurance, to employee loans, cars, planes, and prizes.

 

Laurence Wagman, CPA_ Golden Parachute Tax Solutions_FedBarLaurence Wagman, CPA | Golden Parachute Tax Solutions

Laurence Wagman is the founding principal of Golden Parachute Tax Solutions LLC. His expertise is in the area of taxation of executive compensation, and is a nationally known resource within the area of golden parachute tax penalties (Internal Revenue Code Sections (“IRC”) 280G and 4999. Laurence has previously written several articles for both the Journal of Compensation and Benefits and the Taxation of Executive Compensation and Retirement on IRC Section 280G related matters this list includes: Structuring Change in Control Arrangements Within the Current Executive Compensation Environment (Sept 2009), The Golden Parachute Excise Tax; Why it’s about to Become More Expensive, Why a Gross-Up May be Necessary and How to Structure it to be Performance Based (July 2010), The Golden Parachute Excise Tax – Not Just a Public Company Issue (Sept 2011), and Canadian Employers – Beware the United Stated Golden Parachute Excise Tax as Not Just a U.S. Problem.

Laurence has had a number of recent speaking engagements. This list includes: Speaking at the 19th Annual National Association of Stock Plan Professionals (“NASPP”) Conference entitled After the Gross-Up Is Gone: Avoiding and Managing the 280G Excise Tax (Nov 2011). In 2012, Laurence gave a 280G Presentation entitled for the benefit of the NASPP NY/NJ (June) and CT (September) Chapters entitled Beware of the Golden Parachute Excise Tax: How Best to Structure Compensation Plans to Minimize 280G Risk. In 2013, Laurence once again spoke at NASPP’s National Conference as the lead panelist for the presentation Using Non-Competes to Reduce 280G Exposure). Also in 2013, Laurence was also a co-panelist at the Practicing Law Institute (“PLI”) for the presentation Hot Issues in Executive Compensation M&A Topics/Change in Control.

Prior to forming Golden Parachute Tax Solutions, Laurence was a tax manager with a “Big 4” executive compensation/employee benefits tax practice, and thereafter was an executive compensation consultant with James F. Reda and Associates, an independent executive compensation consulting firm. Laurence’s practical experience includes a unique perspective from both an executive compensation tax and executive compensation consulting disciplines.

 

Timothy Buckley, JD_ Golden Parachute Tax Solutions_FedBarTimothy Buckley, JD | Golden Parachute Tax Solutions

Timothy Buckley is a Director at Golden Parachute Tax Solutions LLC. He has over eight years of experience including over six years of Big 4 experience, specifically within the area of Executive Compensation.

Prior to joining Golden Parachute Tax Solutions, Timothy was a Manager in the People Advisory Services (“PAS”) practice at Ernst & Young LLP. There, he oversaw numerous IRC Section 280G projects for both public and private companies. Tim also advised clients on executive compensation tax issues such as IRC Sections 162(m), 409A and 4999, and was a firm wide technical resource in the area of Wage & Hour compliance. Tim was also involved in developing and delivering 280G training material for the PAS Rewards group.

Tim graduated summa cum laude with a B.S.B.A in Finance from The Ohio State University and cum laude from the University of Dayton School of Law. Prior to college, he spent four years on active duty in the United States Air Force.

 

William-B.-Sherman,-Esq_Holland-&-Knight_FedBarWilliam B. Sherman, Esq. | Holland & Knight

William B. Sherman is a partner in Holland & Knight’s Miami and Fort Lauderdale offices. Mr. Sherman concentrates his practice in the area of domestic and international taxation. He provides sophisticated tax planning for mergers and acquisitions, restructurings, joint ventures and investments for clients in diverse industries, such as private equity, healthcare, hospitality, petrochemicals, aluminum, real estate, transportation, telecommunications, retailing, investment management, pharmaceuticals and numerous others. In addition, Mr. Sherman has experience in a broad range of transactions involving United States investment overseas, foreign investment in the U.S., as well as international, federal, state and local taxation issues involving structuring investment management funds, corporate reorganizations, partnerships, equipment leasing, Subchapter S, executive compensation, stock options, and trusts and estates.

Mr. Sherman is a well known lecturer and chairs the New York University’s Summer Institute in Taxation’s Introductory and Advanced International Tax Seminars and its Institute on Federal Taxation International Tax Program. For 12 years, Mr. Sherman was an adjunct professor of Tax Law at the University of Miami,

Graduate Tax Program. He is admitted to practice in New York and Florida and has served on numerous panels with The Florida Bar and the American Bar Association, where he is a past chair of the American Bar Association’s Tax Section Committee on U.S. Activities of Foreigners and Tax Treaties.

 

Lucas Giardelli, Esq_Mayer Brown_FedBarLucas Giardelli, Esq. | Mayer Brown

Lucas Giardelli is a Tax partner in Mayer Brown’s New York office and a co-leader of the International Tax & Transfer Pricing product team. His practice is focused on international tax planning for US and non-US multinational companies (including cross-border restructurings and financings, holding company structures, tax attribute optimization, IP planning, pre-IPO structuring and post-acquisition integration). Lucas also regularly advises clients on the tax aspects of acquisitions, divestitures, financing arrangements and other corporate transactions. He also has experience counseling high-net worth individuals on international tax matters.

Lucas frequently writes and speaks on international and corporate tax topics. He has presented at events hosted by the American Bar Association, the International Fiscal Association and Tax Executives Institute, and authored articles published on Tax Management International Journal, Tax Notes International and the Journal of International Taxation, among others. Prior to joining Mayer Brown, Lucas practiced tax law at a leading law firm in Argentina.

 

David J. Goett, Esq._ Mayer Brown_FedBarDavid J. Goett, Esq. | Mayer Brown

David Goett is counsel in Mayer Brown’s San Francisco office and a member of the Tax Transactions & Consulting practice. He works with banks on the tax aspects of domestic and international capital markets offerings and also has experience with restructurings, mergers and acquisitions, real estate investment trusts and joint ventures. David is recommended for financial products tax by Legal 500 US 2017.

 

Seth J. Entin, Esq._ Greenberg Traurig_FedBarSeth J. Entin, Esq. | Greenberg Traurig

Seth J. Entin is a Tax shareholder in Greenberg Traurig’s Miami office. He focuses his practice on the international taxation of high-net-worth individuals and families, international corporate taxation, Internal Revenue Service international tax audits, and Internal Revenue Service voluntary disclosures.

With 25 years of experience, Seth has earned numerous accolades. In 2016, he was recognized as “Miami Lawyer of the Year” in Tax Law by The Best Lawyers in America guide. He has also been recognized by Chambers USA— America’s Leading Business Lawyers guide since 2007. Seth is currently ranked Band 1 in Tax for Florida and has been noted by Chambers for his “practical approach” and “strong knowledge base” that is always “focused on achieving the best possible results.”

Seth has written for Tax Notes, Tax Notes International, Bloomberg Tax & Accounting and Law 360, and has been quoted by The Wall Street Journal and Bloomberg BusinessWeek. In addition, he is an adjunct professor of international taxation at the University of Miami School of Law and has served as Director of International Tax Law for The Florida Bar Tax Section.

A fellow of the American College of Tax Counsel, Seth regularly speaks at national and international tax conferences, including before the American Bar Association (ABA), International Bar Association (IBA), International Fiscal Association (IFA), Florida Institute of Certified Public Accountants (FICPA) and The Florida Bar. He also passed the Certified Public Accountant exam.

 

FBA-Logo2Damian Palomo, Esq. | International Tax Services

Director, International Tax Services, PwC, Los Angeles, CA

 

 

Sam.-K.-Kaywood-Jr.-Esq_Alston-&-Bird_myLawCLESam K. Kaywood, Esq. | Alston & Bird

Sam Kaywood is a partner in the Federal & International Tax Group and a co-chair of the International Team. Sam concentrates his practice on federal income tax and international tax, including cross-border M&A and joint ventures, as well as in-bound investments into the U.S. Sam has worked on virtually all forms of cross-border investments, with substantial experience in Canada, Europe, China, and Latin America. He is particularly active in structuring investments and acquisitions in Latin America, including Brazil, Mexico, Argentina, and Chile.

Sam is a frequent author and speaker on international tax topics, including those related to Latin America. He has spoken before numerous professional organizations, such as the International Bar Association, International Fiscal Association, American Bar Association Tax Section, Tax Executives Institute, and the Atlanta Tax Forum Georgia Federal Tax Conference and has given speeches in cities across the country and in several foreign countries.

Sam is listed in Chambers Global, Chambers USA: America’s Leading Lawyers for Business and in The Best Lawyers in America©for Tax who also named him “Lawyer of the Year” in Tax Law for 2021. He was the chair of the ABA Tax Section Committee on U.S. Activities of Foreigners & Tax Treaties and active with the International Fiscal Association. Sam is an adjunct professor at Emory University School of Law, where he teaches International Tax.

 

Lori Hellcamp, Esq._ Jones Day_FedBarLori Hellcamp, Esq. | Jones Day

Lori Hellkamp provides commercial solutions to complex tax issues by taking a creative and practical approach to problem solving. Her practice spans a broad range of areas, including corporate and international tax, M&A, and tax controversy. Lori’s practice has a particular emphasis on international tax planning, counseling, and compliance as well as tax-efficient structuring for cross-border transactions and investments. Lori has extensive experience helping clients address issues arising from foreign (inbound) investments into the United States and in the fintech and renewable energy sectors. In addition, Lori regularly advises clients on tax and structuring issues related to cryptocurrencies, NFTs (non-fungible tokens), and other digital assets.

Lori has counseled public and private companies facing a wide variety of multijurisdictional tax issues, both internally and before the Internal Revenue Service. She has helped clients obtain favorable private letter rulings and advance pricing agreements, resolve disputes at Appeals and in Competent Authority proceedings, and navigate complex tax treaty, transfer pricing, withholding, FIRPTA (Foreign Investment in Real Property Tax Act), anti-boycott, and U.S. tax reform issues.

Lori is the chair of the ABA Tax Section’s Committee on US Activities of Foreigners & Tax Treaties (USAFTT) and a member of the ABA Tax Section’s task force on cryptocurrency. She is also an active member of the D.C. Bar and frequently speaks and publishes on a variety of tax topics. Lori is a board member of the George Washington University-IRS International Annual Tax Institute and the hiring partner for the Washington Office of Jones Day.

 

David A. Rievman, Esq._ Skadden, Arps, Slate, Meagher & Flom_FedBarDavid A. Rievman, Esq. | Skadden, Arps, Slate, Meagher & Flom

David Rievman, Global Head of Skadden’s Regulatory Practices, advises U.S. and international clients with respect to the tax aspects of complex transactions, including U.S. and cross-border mergers and acquisitions, financings, divestitures (including spin-offs), financial restructurings and recapitalizations, joint ventures and other business transactions.

 

Victor Hollender, Esq._ Skadden, Arps, Slate, Meagher & Flom_FedBarVictor Hollender, Esq. | Skadden, Arps, Slate, Meagher & Flom

Victor Hollender advises on a wide range of U.S. and international tax matters, including public and private mergers and acquisitions, divestitures, joint ventures, cross-border financings, restructurings, spin-offs, initial public offerings and complex capital markets transactions.

 

Karen Gilbreath Sowell, Esq._ Ernst & Young LLP._FedBarKaren Gilbreath Sowell, Esq. | Ernst & Young LLP

Karen is a Principal in Ernst & Young LLP National Tax Department. Based in Washington, D.C., she serves as EY Global Transaction Advisory Leader and Co-leader of the National Tax Mergers and Acquisitions Group. She also served as the US Treasury Department’s Deputy Assistant Secretary for Tax Policy from 2007 to 2009, during the global financial crisis and Associated Tax Legislative Counsel for Tax Policy and Attorney Advisor from 1997-2001. Her primary responsibility for corporate tax legislative and regulatory matters. Karen served as the Chair of the New York State Bar Association Tax Section in 2018.

 

Jodi J. Schwartz, Esq._ Wachtell, Lipton, Rosen, and Katz_FedBarJodi J. Schwartz, Esq. | Wachtell, Lipton, Rosen, and Katz

Jodi J. Schwartz focuses on the tax aspects of corporate transactions, including mergers and acquisitions, joint ventures, spin-offs and financial instruments. Ms. Schwartz has been the principal tax lawyer on numerous domestic and cross-border transactions in a wide range of industries. She was elected partner in 1990.

Ms. Schwartz received her B.S. in Economics magna cum laude from the University of Pennsylvania in 1981, her M.B.A. from the University of Pennsylvania (Wharton School) in 1984, her J.D. magna cum laude from the University of Pennsylvania Law School in 1984 and her LL.M. in taxation from the New York University Law School in 1987.

Ms. Schwartz is recognized as one of the world’s leading lawyers in the field of taxation, including being selected by Chambers Global Guide to the World’s Leading Lawyers, Chambers USA Guide to America’s Leading Lawyers for Business, International Who’s Who of Business Lawyers and as a tax expert by Euromoney Institutional Investor Expert Guides. In addition, she is a member of the Executive Committee and past chair of the Tax Section of the New York State Bar Association and also is a member of the American College of Tax Counsel.

Ms. Schwartz serves as an officer of the UJA-Federation of NY, serves as a member of the Executive Committee and boards of the Jewish Federations of North America, Penn Hillel, The Jewish Board, American Jewish Joint Distribution Committee, and The Steep Rock Association and serves on the Board of Overseers of the University of Pennsylvania Law School and the boards of The Browning School and The Gateway School.

 

Lulu Ma, Esq._ Ernst & Young LLP._FedBarLulu Ma, Esq. | Ernst & Young LLP

Senior Manager – National Tax M&A Group | International Tax and Transaction Services

 

 

Colin Campbell, Esq._ US Department of the Treasury_FedBarColin Campbell, Esq. | US Department of the Treasury

Attorney-Advisor, Office of Tax Legislative Counsel, US Department of the Treasury, Washington, DC

 

 

Andrew T. Davis Esq._ Cravath, Swaine & Moore_FedBarAndrew T. Davis Esq. | Cravath, Swaine & Moore

Andrew T. Davis focuses his practice on the tax aspects of mergers and acquisitions, including SPAC, spin-off and private equity transactions, as well as securities offerings.

Mr. Davis’s notable transactions include representing:

  • Afterpay in its $29 billion acquisition by Block;
  • AP WIP Investments in its $860 million acquisition by Landscape Acquisition;
  • AXA in its $15.3 billion acquisition of XL;
  • BDT in its majority investment in Marquette Transportation;
  • Cable One in the formation of Clearwave Fiber, a joint venture with GTCR, Stephens Capital Partners and The Pritzker Organization;
  • Cano Health shareholders, including members of management, in its $4.4 billion SPAC merger with Jaws Acquisition, which included an $800 million PIPE investment;
  • Deutsche Telekom in its Master Framework Agreement with SoftBank and T-Mobile, pursuant to which DT consented to SoftBank’s sale of T-Mobile shares for approximately $20 billion;
  • FactSet Research Systems in its $1.925 billion acquisition of CUSIP Global Services from S&P Global;
  • GW Pharmaceuticals in its $7.2 billion acquisition by Jazz Pharmaceuticals;
  • Hibu Group in the sale of its U.S. business to H.I.G. Capital;
  • Hudson’s special committee in its sale to Dufry;
  • IBM in its acquisitions of AlchemyAPI and Blue Box Group;
  • Johnson & Johnson in connection with multiple transactions, including the planned separation of its Consumer Health business, its $6.5 billion acquisition of Momenta, Ethicon’s $3.4 billion acquisition of Auris Health, its $30 billion acquisition of Actelion, its ¥230 billion acquisition of Ci:z, the $2.1 billion sale of LifeScan to Platinum Equity and the $2.8 billion sale of its Advanced Sterilization Products business to Fortive;
  • Just Eat Takeaway.com in its $7.3 billion acquisition of Grubhub;
  • Knorr-Bremse in its $149.5 million acquisition of R.H. Sheppard;
  • Lindsay Goldberg and its portfolio companies in connection with multiple transactions, including Summit Interconnect in its acquisition of Royal Circuit Solutions, the sale of Pixelle to H.I.G. Capital, the acquisition of a majority interest in Pike and its acquisition of VDM from ThyssenKrupp, as well as Amentum in its $1.9 billion acquisition of PAE and its acquisition of DynCorp International;
  • OLX Group in letgo’s combination with OfferUp of their U.S. businesses and OLX Brazil in its R$2.9 billion acquisition of Grupo ZAP;
  • Pitney Bowes in the sale of Borderfree to Global-e and the $700 million sale of its Software Solutions business to Syncsort;
  • Prosus in its $1.8 billion acquisition of Stack Overflow and its $500 million PIPE investment in connection with Churchill II SPAC’s $1.5 billion merger with Skillsoft and acquisition of Global Knowledge;
  • Richemont in its $1.1 billion PIPE investment in Farfetch, in partnership with Alibaba;
  • Robinhood in its initial public offering;
  • Robotic Research in its $228 million Series A financing round;
  • Scientific Games in the $6.05 billion sale of SG Lottery to Brookfield;
  • SMBC Aviation Capital in its pending $6.7 billion acquisition of Goshawk Aviation;
  • Unilever in its acquisition of OLLY and its $384 million acquisition of TAZO from Starbucks; and
  • Univision in its sale of a majority stake to Searchlight Capital and ForgeLight.

Mr. Davis was named a “Rising Star” by Law360 in 2022, recognizing him as one of five outstanding tax lawyers in the nation under the age of 40, and has been recognized for his work in the tax arena by The Legal 500 US.

Mr. Davis is from Montclair, New Jersey. He received an A.B. summa cum laude from Princeton University in 2010, where he was elected to Phi Beta Kappa, a J.D. from Stanford Law School in 2014, where he was an Articles Editor of the Journal of Law, Business & Finance, and an LL.M. from New York University School of Law in 2020.

Mr. Davis joined Cravath in 2014. Following a one-year clerkship with Hon. Guido Calabresi of the U.S. Court of Appeals for the Second Circuit, he returned to the Firm in 2016 and was elected a partner in 2021.

 

Samuel T. Greenberg, Esq._ Harbor Freight Tools_FedBarSamuel T. Greenberg, Esq. | Harbor Freight Tools

Executive Director of Tax and Counsel, Harbor Freight Tools, Calabasas, CA

 

 

Alexander Lee, Esq._ Cooley_FedBarAlexander Lee, Esq. | Cooley

Alexander Lee is the youngest practitioner to be recognized by Chambers Global and the Legal 500 International as one of the Nation’s top 20 leading experts in International Tax (and one of the only two under the age of 50). He is described by clients as “very detailed in his descriptions and his explanations, very thorough, he anticipates the types of issues we need to be aware of.” In addition, Alexander is one of the youngest practitioners to be recognized as an expert in domestic corporate taxation by Chambers USA and Legal 500 USA (one of the few practitioners in the country that is ranked in both international taxation and domestic corporate taxation by these publications).

With a focus on domestic and international transactional tax matters, Alexander concentrates his practice on public and private mergers and acquisitions, lending and finance and capital markets, with an emphasis on cross-border transactions and corporate transactions involving Asian clients. Alexander has experience dealing with large multinational corporations and emerging technology companies in a broad range of corporate and tax issues.

Alexander frequently speaks on domestic and international corporate and tax matters for numerous academic and professional organizations, including the American Management Association, the New York University Tax Institute and the University of Southern California Tax Institute. Alexander is an adjunct professor at Loyola Law School where he teaches international taxation and advanced corporate taxation.

 

Anne Kim, Esq._ Kirkland & Ellis_FedBarAnne Kim, Esq. | Kirkland & Ellis

Anne Kim is a tax partner in the Los Angeles office of Kirkland & Ellis LLP. Anne has a broad-based practice and handles a wide range of complex transactions, advising private equity funds, public and private companies and publicly traded partnerships on the tax aspects of mergers and acquisitions, divestitures, spin-offs, cross-border transactions, formation of joint ventures and capital markets and debt financings. Anne has been recognized for her work in tax by Chambers USA every year since 2014.

 

FBA-Logo2Todd P. Kaplan | Centerview Partners

Todd Kaplan is a partner in the San Francisco office and has over 30 years of investment banking experience. Mr. Kaplan advises asset-intensive operating companies across the firm’s industry verticals with a particular focus on companies with significant real estate interests. As a senior member of Centerview’s growing west coast operation, he also develops and builds clients relationships. Representative transactions include:

  • DST Systems Inc. – $5.4 billion sale to SS&C Technologies Holdings
  • Care Capital Properties – $7.4 billion merger with Sabra Health Care
  • Brookfield Property Partners – creation of Brookfield Property REIT in connection with the acquisition of GGP Inc.
  • Columbus Manufacturing Inc. – $850 million sale to Hormel Foods Corporation
  • Broadcom Inc. – $18.9 billion purchase of CA Inc.
  • MGM Resorts International and MGM Growth Properties – $850 million joint acquisition of Empire City Casino
  • MGM Resorts International – creation and $1.1 billion IPO of MGM Growth Properties
  • Sara Lee – spinoff of D.E. Master Blenders 1753
  • TAL International Group – merger with Triton Container International
  • Nuveen Investments – $6.25 billion sale to TIAA-CREF
  • GEO Group – conversion to REIT status
  • Parking Spot – sale to Green Courte Partners
  • Triton Container International – sale to Warburg Pincus & Vestar

Prior to joining Centerview, Mr. Kaplan was an executive vice chairman for Bank of America Merrill Lynch. After joining Merrill Lynch in 1986, Todd held a number of senior roles in investment banking, leading the Corporate Finance group, the Leveraged Finance group and the Capital Markets group at different times. He also served as a member of the Merrill Lynch & Co. operating committee. Mr. Kaplan graduated from Yale College and received a B.A., cum laude, in economics and mathematics.

 

Andrea-M.-Whiteway_Principal-at-Ernst-&-Young_myLawCLEAndrea M. Whiteway, Esq. | Ernst & Young LLP

Over 28 years of substantial experience in sophisticated tax planning involving the use of partnerships, including in the dispositions and acquisitions of real estate and operating businesses, complex partnership transactions, real estate investment trust (REIT) tax status and tax structured dispositions of real estate involving REITs, corporate acquisitions and mergers, corporations and structuring private REITs. She has extensive experience advising clients on bankruptcy related tax issues, workouts and restructurings.

Significant planning in the hospitality space, tax planning for condo conversion, multi-use ground up development joint venture projects and tax-efficient dispositions of real estate.

 

FBA-Logo2Hans Famularo, Esq. | Internal Revenue Service

Associate Area Counsel, Office of Chief Counsel, Small Business/Self- Employed Division, Internal Revenue Service, Laguna Niguel, CA.

 

 

Robert-D.-Schachat_BDO-USA,-LLP_myLawCLERobert D. Schachat, Esq. | BDO USA, LLP

Bob has more than 40 years’ experience advising clients in all federal income tax aspects of real estate, including REIT, partnership, limited liability company and S corporation formations, acquisitions, like-kind exchanges, development, leases, financings, workouts, dispositions and liquidations. He has also advised clients on a regular basis in monitoring federal legislative and regulatory activity in the real estate area.

Bob joined BDO in 2021 after 23 years in the National Tax Real Estate Group of a big four accounting firm and 12 years as a partner in a Manhattan law firm practicing in the taxation of real estate. Bob has published many articles and lectures frequently at many real estate industry and tax conferences. He is co-author with Jim Lowy of the CCH treatise, Taxation of REITs and UPREITs.

Bob has served as Chair of the Real Estate Committee of the ABA Section of Taxation, Vice Chair of the Tax Policy Advisory Committee of the Real Estate Roundtable and co-chair of the Cost Recovery Committee and as a member of the Executive Committee of the NYSBA Tax Section, and he continues to serve as a member of the Government Relations and Real Estate Committees of the ABA Section of Taxation.

 

Anne Andrews_ PwC_FedBarAnne Andrews | PwC

Partner, PwC, San Jose, CA.

 

 

Michael-J.-Desmond_Gibson,-Dunn-&-Crutcher_myLawCLEMichael J. Desmond, Esq. | Gibson, Dunn & Crutcher

Michael Desmond is a partner in the Los Angeles and Washington, DC offices of Gibson, Dunn & Crutcher and is Co-Chair of the Firm’s Global Tax Controversy and Litigation Group. His practice covers a broad range of federal tax matters with a focus on tax controversy and litigation. For more than 25 years, he has represented clients before the examination divisions of the Internal Revenue Service (IRS), the IRS Independent Office of Appeals, in the United States Tax Court and in federal district courts, the Court of Federal Claims and various federal courts of appeal.

Prior to joining Gibson Dunn, Mr. Desmond served as the 48th Chief Counsel of the IRS, having been nominated by the President and confirmed by the Senate. As Chief Counsel, he was the principal legal officer for the IRS, overseeing a staff of nearly 1,500 lawyers responsible for interpreting and providing advice on all aspects of the federal tax law. During his tenure as Chief Counsel, the Office issued more than 100 sets of proposed and final regulations implementing the landmark Tax Cuts and Jobs Act and published dozens of guidance items implementing legislation enacted in response to, and providing other relief relating to, the COVID-19 pandemic.

The Office was also responsible for litigating nearly 25,000 cases pending in the United States Tax Court and working with the Tax Division of the U.S. Department of Justice on cases pending in other courts around the county, including before the U.S. Supreme Court.

In private practice, Mr. Desmond has been counsel of record in numerous docketed tax matters, litigating many of them to published decision. These cover a range of federal tax issues, including application of the “property for services” rules to a contractual earn-out right; compliance with the partnership refund claim filing requirements; transferee liability; the tax treatment of partnerships holding distressed assets and debt contributed by foreign partners; interpretation of a tolling agreement in a partnership tax proceeding; fraud penalties and related adjustments; debt versus equity treatment for a partnership investment; and the valuation of customer-based intangibles.His clients have included businesses and individuals in a wide range of industries, including real estate, financial services, publishing, technology, medical services and devices, and entertainment.

Mr. Desmond previously served as Tax Legislative Counsel at the U.S. Department of Treasury from 2005 through 2008, where he was the principal legal advisor to the Treasury Secretary and Assistant Secretary (Tax Policy) on all domestic aspects of the federal tax law other than employee benefits. As Tax Legislative Counsel, he worked closely with the tax-writing committees in Congress to advance the Administration’s tax policy objectives and worked with the IRS to implement those objectives. Earlier in his career, he served as a Trial Attorney in the Tax Division of the U.S. Department of Justice, where he litigated dozens of cases pending in courts throughout the western United States. He served as a law clerk for the Honorable Ronald S.W. Lew of the U.S. District Court for the Central District of California.

Prior to serving as IRS Chief Counsel, Mr. Desmond was consistently recognized by Chambers USA: America’s Leading Lawyers for Business, The Best Lawyers in America® (2010-2019) for excellence in tax and tax controversy. He served on the Council of the Tax Section of the American Bar Association and as Chair of the Section’s Standards of Tax Practice and Tax Shelters Committees and served as a Regent of the American College of Tax Counsel, where he was elected as a fellow in 2008. He served as an adjunct professor at Georgetown University Law Center from 2008 through 2015 and has been a guest lecturer at law schools around the United States.

Mr. Desmond received his J.D., magna cum laude, from the Catholic University of America, Columbus School of Law in 1994, where he served as Executive Editor of the Catholic University Law Review. He received a B.A in Political Science and History from the University of California, Santa Barbara in 1990.

Mr. Desmond is a member of the California bar, where he is certified as a specialist in tax and is also a member of the New York bar and the District of Columbia bar. He is admitted to practice before the U.S. Tax Court, the U.S. Court of Federal Claims, the U.S. District Courts for the Northern and Central Districts of California and the District of Columbia, and the U.S. Courts of Appeal for the Federal, Fourth, Seventh and Ninth Circuits.

 

Sheri A. Dillon, Esq._ Morgan, Lewis & Bockius_FedBarSheri A. Dillon, Esq. | Morgan, Lewis & Bockius

Sheri has tax litigation experience and has appeared before the US Tax Court, US district and appellate courts, and the US Court of Federal Claims. She represents corporate taxpayers, Tax Equity and Fiscal Responsibility Act (TEFRA) and Bipartisan Budget Act partnerships, partners, tax-exempt organizations, and global, high-wealth taxpayers in the financial services, private equity, real estate, energy, manufacturing, and consumer products industries.

Specifically, Sheri’s experience includes challenges that involve the economic substance, substance-over-form, and business purpose doctrines; taxation of partnerships and partners; taxation of financial products; income tax accounting issues; cancellation of indebtedness income; debt-equity classification; charitable contribution deductions; tax-free reorganizations; tax-exempt organizations, and valuation.

Sheri is an active speaker who regularly presents on current tax issues at various professional organizations, including the Tax Executives Institute, the Federal Bar Association, the American Bar Association Section of Taxation, and the DC Bar Section of Taxation. She previously taught partnership taxation at Catholic University of America’s Columbus School of Law and helped launch the University of the District of Columbia, David A. Clarke School of Law’s Low-Income Taxpayer Clinic, a program dedicated to providing legal services to low-income taxpayers. Sheri currently serves as a director and president of the Washington, DC Center for Public Interest Tax Law, whose mission is to provide pro bono tax services to the greater DC community.

 

Kelsey Lemaster, Esq._ Goodwin Procter_FedBarKelsey Lemaster, Esq. | Goodwin Procter

Kelsey Lemaster is a partner in Goodwin’s Tax practice. His practice includes mergers and acquisitions, opportunity funds, transactions and tax planning matters for blockchain companies, real estate and venture capital fund formations, private equity and venture capital investment structuring, the qualification and operation of REITs, transactions involving REITs, investments in real estate by tax-exempt and foreign investors, and joint venture and other partnership transactions.

 

Cecily Xi, Esq._ Associate, Goodwin Procter, New York, NY_FedBarCecily Xi, Esq. | Goodwin Procter

Cecily is an associate in Goodwin’s Tax practice, New York, NY. Her practice focuses on advising clients on the federal tax aspects of mergers and acquisitions, reorganizations, spin-offs, securities offerings and financings, both domestically and internationally.

 

Julie A. Divola, Esq._ Pillsbury Winthrop Shaw Pittman_FedBarJulie A. Divola, Esq. | Pillsbury Winthrop Shaw Pittman

Julie Divola’s practice focuses on the tax aspects of corporate and partnership transactions, including domestic and cross-border mergers, acquisitions and restructurings, joint ventures and spin-offs.

Julie, the leader of Pillsbury’s San Francisco Tax practice, is experienced in federal income tax planning for business and financial transactions. She advises on the tax aspects of all manner of domestic and cross-border M&A transactions and restructurings. Julie is the chair of the American Bar Association Section of Taxation, where she previously served as chair of the Diversity in the Profession Committee, vice chair (Publications), editor-in-chief of The Tax Lawyer, council director and chair of the Corporate Tax Committee.

She serves on the Tax Policy Center Leadership Council, the advisory board of the New York University Institute of Federal Taxation, the Bloomberg BNA Corporate Tax Advisory Board, the ALI-CLE Tax Advisory panel and the editorial board of the Practical Tax Lawyer. She serves as the regent for the Ninth Circuit for the American College of Tax Counsel and as a director of the American Tax Policy Institute. She is also trustee and secretary of the van Löben Sels/RembeRock Foundation. Julie has taught corporate tax as a lecturer at Berkeley Law and as a visiting professor at the UC Davis School of Law and is a frequent speaker at tax conferences.

 

FBA-Logo2Jennifer Sabin, Esq. | Gibson, Dunn & Crutcher

Jennifer Sabin is of counsel in the New York office of Gibson, Dunn & Crutcher. Ms. Sabin represents clients in a broad range of domestic and international tax matters, including taxable and tax-free mergers and acquisitions (public and private), spin-offs, joint ventures, financings, and restructurings. Her practice also includes formation of, and transactions undertaken by, private equity, hedge funds, and asset managers. In addition, Ms. Sabin advises on various aspects of information reporting, including matters relating to the Foreign Account Tax Compliance Act.

Ms. Sabin received her Juris Doctor, cum laude, in 2011 from The University of Pennsylvania Law School. She received her Bachelor of Arts, magna cum laude, in History from Yale University in 2006.

Prior to joining Gibson Dunn, Ms. Sabin was an associate in the New York office of Skadden, Arps, Slate, Meagher & Flom LLP.

Ms. Sabin is admitted to practice in the State of New York.

Significant representations include:*

Mergers and Acquisitions

  • Stanley, Black & Decker, Inc. in its:
    • $1.5 billion acquisition of Consolidated Aerospace Manufacturing, LLC
    • $440 million acquisition of Nelson Fastener Systems
  • Zip Co. Limited, an Australian public company, in its acquisition of QuadPay
  • Pfizer, Inc. in its joint venture with GSK to combine their respective consumer healthcare businesses
  • The Middleby Corporation in its:
    • $1 billion acquisition of the Taylor Company from United Technologies
    • $200 million acquisition of AGA Rangemaster Group plc
  • Joyson Safety Systems (f.k.a. Key Safety Systems) in its acquisition of the global assets of Takata Corporation
  • Janus Capital Group, Inc. in its merger-of-equals with Henderson Group plc to form a new company called Janus Henderson Global Investors plc
  • NFP Corp. in its acquisition of BWD Group LLC

Financings

  • Stanley, Black & Decker, Inc. in its:
    • $750 million aggregate principal amount of fixed-to-fixed reset rate junior subordinated debentures
    • $675 million offering of equity units, consisting of cumulative perpetual convertible preferred stock and forward purchase contracts
  • KAR Auction Services, Inc. in its placement of $550 million in newly issued perpetual convertible preferred stock
  • Party City Holdco Inc. in its bond exchange and new money financing
  • Goldman Sachs and Morgan Stanley as joint bookrunners in the UP-C IPO of GreenSky, Inc.
  • BeiGene, Ltd. (China) in its initial public offering

Fund Work

Various domestic and international investment advisers and limited partners in connection with forming and investing in hedge funds, private equity funds, and managed accounts

*Representations were made by Ms. Sabin prior to her association with Gibson Dunn.

 

Eric B. Sloan, Esq._ Gibson, Dunn & Crutcher_FedBarEric B. Sloan, Esq. | Gibson, Dunn & Crutcher

Eric Sloan is a partner in the New York and Washington D.C. offices of Gibson, Dunn & Crutcher and a Co-Chair of the Firm’s Tax Practice Group. With more than 30 years of broad transactional and structuring experience, Mr. Sloan is a nationally recognized expert on the use of partnerships and limited liability companies in domestic and cross-border mergers and acquisitions, financing transactions, and restructurings and has a significant corporate M&A practice representing both financial and strategic investors. He also has developed substantial experience in spin-offs and initial public offerings, including advising on many “UP-C” IPOs in a range of industries.

Mr. Sloan has represented four of the largest private equity firms and the two largest privately held companies in the United States, as well as many publicly traded companies. He advised on the first publicly traded “permanent capital fund” launched by a major U.S.-based private equity firm and the first pass-through portfolio company investments made by four of the largest U.S.-based private equity firms.

He has substantial experience in the formation of domestic and cross-border joint ventures and acquisitions and dispositions of businesses and interests in joint ventures, including the largest joint venture in the United States and a complex multi-billion dollar cross-border commodities joint venture. He has also handled restructurings of partnerships, as well as private equity fund structuring and leveraged recapitalizations of private equity portfolio companies. In addition, Mr. Sloan is deeply experienced in obtaining private letter rulings and closing agreements from the Internal Revenue Service on novel and difficult issues on an expedited basis.

Mr. Sloan is ranked as a leading tax lawyer (Band 1) by Chambers USA: America’s Leading Lawyers for Business. Chambers notes he is as “a world-class partnership lawyer,” “a fountain of knowledge on partnership matters” who is “articulate and extremely fast” and “thinks about all angles and practical solutions” and stands out for his “experience, depth of knowledge and very strong ability to communicate complex subjects.” When asked about Mr. Sloan, clients say, “[He] is incredibly intelligent and always offers candid, sage and practical advice” and “he is probably the best partnership tax lawyer out there, possessing both great technical skills and solid business judgment.” The Best Lawyers in America® recognizes him for Tax and Who’s Who Legal also recognizes Mr. Sloan as an “Expert” in the area of Corporate Tax as well. Additionally, Mr. Sloan was featured in the Who’s Who Legal inaugural edition of Thought Leaders: USA 2023.

Mr. Sloan started his legal career as an associate with Irell & Manella in Los Angeles and practiced law in Washington, D.C. before joining Deloitte as a principal, where he was asked to establish and lead Deloitte’s National Office Partnership Taxation group in 1997.

Mr. Sloan is a Fellow of the American College of Tax Counsel. He is a past Vice Chair, Government Relations, of the American Bar Association Section of Taxation and a past Chair of the tax section’s Committee on Partnerships and LLCs. He is also a member of the Executive Committee of the New York State Bar Association Tax Section and a past Co-Chair of that tax section’s Committee on Partnerships. He is also Conference Co-Chair of Practising Law Institute’s Tax Planning for Domestic & Foreign Partnerships,

LLCs, Joint Ventures & Other Strategic Alliances conference, and serves on planning committees for The University of Chicago Federal Tax Conference, the NYU Institute on Tax Institute, USC’s Gould School of Law’s Tax Institute, the Texas Federal Tax Institute, and Bloomberg BNA’s Pass-Through Entities Advisory Board. In addition, for more than a decade he was an adjunct professor at Georgetown University Law Center, and he has been a guest lecturer at the Wharton School of the University of Pennsylvania and Harvard Law School.

Mr. Sloan received his Juris Doctor from the University of Chicago in 1990. He also earned an LL.M. with distinction in taxation from Georgetown University Law Center in 1994. Mr. Sloan is a member of the District of Columbia bar and the New York bar.

Representative Matters:

  • Representation of Evergreen Coast Capital, an affiliate of Elliott Investment Management L.P., in its sale of athenahealth, a provider of cloud-based enterprise software solutions for medical groups and health systems, to Hellman & Friedman and Bain Capital
  • Representation of Evergreen Coast Capital in the $16 billion acquisition of Nielsen Holdings plc, a marketing services company providing demand analysis, product development, sales measurement and promotion strategies, by affiliates of Evergreen Coast Capital and a consortium of investors
  • Representation of Evergreen Coast Capital in the acquisition of Travelport Worldwide Limited, a travel technology company, by affiliates of Siris Capital Group and Evergreen Coast Capital
  • Representation of Gigamon Inc., a network visibility and traffic monitoring technology vendor and portfolio company of Evergreen Coast Capital, in connection with a $990 million senior secured credit facility, comprised of a $940 million term loan facility and $50 million revolving credit facility
  • Representation of Cargill, Incorporated, provider of agricultural products, on the tax aspects of Cargill and Continental Grain’s acquisition of Sanderson Farms
  • Representation of Phillips 66 as special tax counsel on the realignment of its economic and governance interests in DCP Midstream, LLC and Gray Oak Pipeline, LLC through the merger of existing joint ventures owned with Enbridge Inc.
  • Representation of VMware, provider of virtualization and IT solutions, in its spin-off transaction
  • Representation of VMware in its acquisition by Broadcom
  • Representation of Lennar Homes of California as tax counsel in the spin-off of certain non-core businesses to become a pure-play homebuilder and financial services company, while also creating a joint venture to provide single family homes for rent
  • Representation of Excelerate Energy, Inc., a US-based LNG company, in its initial public offering
  • Representation of Rubicon Technologies, LLC, an innovative software platform that provides smart waste and recycling solutions for businesses and governments worldwide, in its merger with Founder SPAC, a publicly traded special purpose acquisition company, that resulted in Rubicon’s becoming a publicly listed company
  • Representation Viant Technology, an advertising software company, in its UP-C initial public offering
  • Representation of the parties in the completed spin-off of Consensus Cloud Solutions, Inc from Ziff Davis, Inc.
  • Representation of L Catterton in the acquisition of Del Frisco’s Restaurant Group in a going-private transaction
  • Representation of L Catterton in its investment in NCL Corporation Ltd.’s second public offering. NCL is a subsidiary of Norwegian Cruise Line Holdings Ltd
  • Representation of Spectra Energy as tax counsel in connection with the contribution of substantial operating assets to DCP Midstream Partners, LP

 

Arvind Ravichandran, Esq._ Cravath, Swaine & Moore_FedBarArvind Ravichandran, Esq. | Cravath, Swaine & Moore

Arvind Ravichandran advises clients on the tax aspects of mergers and acquisitions, spin-offs, joint ventures, strategic alliances, restructuring transactions and related financings, and private equity investments across multiple asset classes.

Mr. Ravichandran’s clients have included Aramex, Aras, Barrick Gold, BDT Capital Partners, Eurazeo, GreenSky, GuideWell, IBM, Lazard, Northrop Grumman, Novartis, Occidental, Owl Rock, PG&E, Pinnacle Foods, Proximo Spirits, Roivant Sciences, Shire, Swvl, Unilever and Xerox, among others.

Mr. Ravichandran’s notable matters include representing:

  • Occidental in its $57 billion acquisition of Anadarko;
  • Shire in its $32 billion combination with Baxalta;
  • Novartis in the $29.8 billion spin-off of Alcon;
  • Pinnacle Foods in its $10.9 billion acquisition by Conagra and its $975 million acquisition of Boulder Brands;
  • Northrop Grumman in the $3.4 billion sale of its federal IT and mission support business to Veritas Capital;
  • BDT Capital Partners in various private investments in excess of $3 billion;
  • Roivant Sciences in its $3 billion Strategic Alliance with Sumitomo Dainippon Pharma;
  • The special committee of the board of Eidos Therapeutics in the $2.83 billion merger with BridgeBio Pharma;
  • IBM in multiple transactions, including its $2.6 billion acquisition of Truven Health Analytics, its acquisition of Resilient Systems and its acquisition of the product and technology businesses of The Weather Company;
  • GreenSky in its $2.24 billion acquisition by Goldman Sachs;
  • Swvl in its $1.5 billion SPAC combination with Queen’s Gambit, including a $111.5 million PIPE investment and a $471.7 million equity financing facility;
  • GuideWell in its $900 million combination with Triple-S Management;
  • Lazard in its $575 million SPAC IPO;
  • Eurazeo North America, as manager of funds affiliated with Eurazeo SE, in its capacity as controlling shareholder of WorldStrides and lender under the $368 million DIP facility in the pre-packaged Chapter 11 proceedings of WorldStrides;
  • Aramex in its pending $265 million acquisition of MyUS;
  • Aras in its substantial growth investment from GI Partners;
  • Barrick Gold in its joint venture with Newmont;
  • Owl Rock in its investment in Amergin Asset Management;
  • PG&E in various matters related to its bankruptcy and emergency, including its tri-tranche offering, which represents the largest utility public equity offering in history;
  • Proximo Spirits in its acquisition of the remaining stake in EBS, which owns Conor McGregor’s Proper No. Twelve Irish Whiskey brand;
  • Unilever in the unification of its dual-headed legal structure under a single parent company; and
  • Xerox in its spin-off of Conduent.
    Mr. Ravichandran has been recognized for his work in the tax arena by The Legal 500 US.
    Mr. Ravichandran was born in State College, Pennsylvania. He received a B.A. from Columbia University in 2009 and a J.D. from Columbia Law School in 2012, where he was a James Kent Scholar and a Harlan Fiske Stone Scholar.
    Mr. Ravichandran joined Cravath in 2015 and was elected a partner in 2021. Prior to joining Cravath, he worked as an attorney in the Internal Revenue Service Office of Chief Counsel.

 

Julie M. Marion, Esq._ Principal, KPMG, Chicago, IL_FedBarJulie M. Marion, Esq. | KPMG

Julie Marion is a Principal in the Passthroughs Group of KPMG’s Washington National Tax Practice (WNT) and advises on federal partnership taxation, structuring and transactional matters. Julie also supports WNT’s Tax-Incentivized Transactions, Leasing and Energy Group, advising on tax credit partnerships and other tax incentivized structures.

Prior to joining KPMG in 2019, Julie was a tax partner at Latham & Watkins LLP, where she practiced for 18 years. At her prior firm, Julie advised on federal tax aspects of complex partnership transactions, including joint venture investments, business acquisitions and related financing matters, with an emphasis on the energy/power and real estate sectors.

Julie has extensive experience in the renewable energy sector. She has advised on over 9,000 MW of renewable energy projects over the past 10+ years, including:

  • Front-end project financing and monetization of federal tax credits and cash grants through tax equity finance structures;
  • Private equity and infrastructure fund investments in renewable energy sponsors and operating portfolios; and
  • General investment life-cycle decisions, including public and private “yieldco” planning, partial sell-downs, refinancings and mergers and acquisitions.

Professional activities

Julie is an active member of the professional tax community and frequent speaker on partnership tax topics. She serves on the planning committee for the IIT Chicago-Kent Tax Institute and chairs the Special Partnership Issues Subcommittee of the American Bar Association (ABA) Tax Section’s Partnerships & LLC Committee. Julie is also a board member of Chicago Volunteer Legal Services, a civil legal aid provider to Chicago’s low-income community, and a past board member of the Chicago-based Coalition of Women’s Initiatives in Law.

 

Stephen-M.-Breitstone,-Esq_Meltzer,-Lippe,-Goldstein-&-Breitstone_FedBarStephen M. Breitstone, Esq. | Meltzer, Lippe, Goldstein & Breitstone

Stephen M. Breitstone is Chair of the firm’s Private Wealth and Taxation Practice Group. His approach combines business planning and income, estate and gift tax planning with a special emphasis on real estate. His clients include domestic and international real estate owners and developers, closely held businesses, public companies, private equity funds, trusts and estates, and charitable organizations. His combination of skills as a transactional and income tax attorney and as an estate planner enables him to effectively advise clients on their individual needs and those of their businesses.

He frequently serves as general counsel and financial and business advisor to several of his clients and has been an expert witness in litigation over Section 1031 exchange transactions. He has been an adjunct professor, teaching Tax and Business Planning for Real Estate Transactions and Taxation of Partnerships at Cardozo Law School and is a Fellow of both the American College of Trusts and Estates Council (“ACTEC”) and the American College of Tax Council (“ACTC”). He is currently a co-chair of ABA’s Sales, Exchange and Basis Committee (“SEB”) and a Fellow of the American Bar Foundation.

He has presented papers at the NYU Institute on Federal Taxation, Practicing Law Institute, Notre Dame Tax and Estate Planning Institute, Bloomberg BNA Tax Management, National Multi-Housing Conference, Jeremiah Long Section 1031 Conference, Federation of (1031) Exchange Accommodators, etc.

His style of practice is personal, not institutional; and his clients’ goals and objectives are his priority. He has been interviewed on tax and financial topics by local and national media, including CBS, ABC, Fox, Fox Business News, The New York Times, the Wall Street Journal, and Bloomberg, among others. Stephen also is a Member of the Member of the National Dance Institute Board and co-chair of its Finance Committee.

 

Jerome-M.-Hesch,-Esq_Meltzer,-Lippe,-Goldstein-&-Breitstone_FedBarJerome M. Hesch, Esq. | Meltzer, Lippe, Goldstein & Breitstone

Jerome M. Hesch is Counsel to the firm’s Business & Real Estate Taxation, Trusts & Estates, Tax Exempt Organizations and Private Wealth & Taxation Practice Groups. Prior to joining the firm, Jerry served as an income tax and estate planning consultant for lawyers and other tax planning professionals throughout the country. Jerry was a consultant for Meltzer, Lippe, Goldstein & Breitstone, LLP, Dorot & Bensimon PL, Jeffrey M. Verdon Law Group and Oshins & Associates LLC.

Jerry is the Director of the Notre Dame Tax and Estate Planning Institute, scheduled this year for November 10-11, 2022, and is on the Tax Management Advisory Board. Additionally, Jerry is a Fellow of the American College of Trusts and Estates Council and the American College of Tax Council. He is also a member of the NAEPC Estate Planning Hall of Fame. He has published numerous articles, Tax Management Portfolios, and co-authored a law school casebook on federal income taxation, now in its fourth edition.

Jerry presented papers for the University of Miami Heckerling Institute on Estate Planning, the University of Southern California Tax Institute, the Southern Federal Tax Conference and the New York University Institute on Federal Taxation, among others. He has participated in several bar association projects, including the Drafting Committee for the Revised Uniform Partnership Act.

He was with the Office of Chief Counsel, Internal Revenue Service (1970-1975) and was a full-time law professor at the University of Miami School of Law and the Albany Law School of Union University for twenty years. He continues to teach courses as an adjunct law professor and has taught courses for Vanderbilt University Law School, University of Miami School of Law Graduate Program in Estate Planning, University of Buffalo School of Law, Florida International School of Law, On-Line LL.M. Programs for University of San Francisco Law School and Boston University School of Law. In addition, he was the Director of the Graduate Program in Estate Planning at the University of Miami from 1982-1992.

 

Jerald David August, Esq._ Fox Rothschild_FedBarJerald David August, Esq. | Fox Rothschild

Jerry is Co-Chair of the firm’s International Taxation & Wealth Planning Practice Group and a nationally recognized tax lawyer who advises clients on income tax matters, including foreign taxation of U.S. businesses and U.S. taxation of foreign businesses and investors.

He is frequently referred matters from outside law and accounting firms on choice of entity issues related to domestic or foreign business operations, structuring as well as assisting in the negotiation of mergers and acquisitions, both taxable and non-taxable, joint ventures, financings, workouts and recapitalizations. He has advised domestic and foreign public and private business entities, including private equity firms and hedge funds.

Jerry also advises clients on tax and related matters as well as on tax disclosures required for SEC filings, IPOs and reserves for contingent tax liabilities. His legal representation extends to the domestic and international wealth planning areas, where he represents high net worth individuals, including non-residents, as well as non-citizen residents of the U.S., on both U.S. and foreign income and wealth tax matters.

Jerry regularly represents clients before the Internal Revenue Service, including trials before the U.S. Tax Court, the Court of Federal Claims, federal district courts and the Eleventh Circuit Court of Appeals, on a variety of tax matters. He has also represented taxpayers in both income and estate tax cases at the state level. Taxpayers also rely on his counsel for potential criminal tax investigation arising out of an audit or referral to the Criminal Investigation Division of the IRS. Notably, Jerry represented the Tax Section of the Florida Bar in filing an amicus curiae brief before the U.S. Supreme Court in a landmark tax case, Commissioner v. Estate of Hubert, 520 U. S. 93 (1997).

 

Stephen-R.-Looney,-Esq_Dean-Mead_FedBarStephen R. Looney, Esq. | Dean Mead

Steve Looney is the Chair of the firm’s Corporate and Tax Department. He represents clients in a variety of business and tax matters including entity formation (S and C corporations, partnerships, and LLCs), acquisitions, dispositions, redemptions, liquidations, reorganizations, tax-free exchanges of real estate and tax controversies. His clients include closely held businesses, with an emphasis on medical and other professional practices. He is a former Chair of the S Corporations Committee of the American Bar Association’s Tax Section. He is Board Certified in Tax Law by The Florida Bar, as well as being a Certified Public Accountant (CPA). Most recently, Best Lawyers in America has named Mr. Looney as the 2020 Orlando Lawyer of the Year in Tax Law.

 

C. Wells Hall, III, Esq._ Nelson Mullins Riley & Scarborough_FedBarC. Wells Hall, III, Esq. | Nelson Mullins Riley & Scarborough

Wells advises clients on the federal, state, and multi-state tax aspects of acquisitions, reorganizations, restructuring of business entities, and private equity transactions, and estate and gift tax planning in connection with such transactions.

 

Terence-Floyd-Cuff,-Esq_Loeb-&-Loeb_FedBarTerence Floyd Cuff, Esq. | Loeb & Loeb

Terry Cuff has more than 44 years of experience in the areas of partnership taxation, real estate taxation, and taxation of real estate investment trusts. Terry is also the author of a treatise on tax problems related to drafting partnership agreements, partnership tax, and related issues, Drafting and Understanding Partnership and LLC Allocation and Distribution Provisions, 2022 ed. (Thomson Reuters). Additionally, Terry is experienced in utilizing Excel to solve advanced tax and finance problems.

 

Richard-H.-Greenberg,-Esq.,-CPA_Greenberg-&-Shulman_FedBarRichard H. Greenberg, Esq. | Greenberg & Shulman

Admitted to practice:

  • New York, 1978
  • Georgia, 1978
  • U.S. District Court, Southern and Eastern Districts of New York, 1978
  • New Jersey and U.S. District Court, District of New Jersey, 1979
  • U.S. Tax Court, 1980
  • U.S. Court of Appeals, Third Circuit, 1981
  • U.S. Court of Appeals, Second Circuit, 1982
  • U.S. Supreme Court, 1983

Awards and honors:

  • AV® Preeminent™ Peer Review Rated by Martindale-Hubbell®
  • Included in the Bar Register of Preeminent Lawyers
  • Included in the list of “Super Lawyers” by New Jersey Magazine
  • Included in the list of “Best Lawyers” by New York Magazine
  • Recipient of the coveted Alfred C. Clapp Award of the New Jersey Institute for Continuing Legal Education for his outstanding contributions and his ongoing commitment to the advancement of continuing legal education

Education:

  • New York University, LL.M., 1982
  • St. John’s University, J.D., with honors, 1977
  • Case Western Reserve University, B.B.A., Accounting, cum laude, 1970

Areas of Practice:

Professional Memberships:

  • New Jersey State Bar Association _
  • Tax Section
  • Middlesex County Bar Association
    • Committee on Taxation, 1989–present
    • Vice Chairman, 1996–present
  • Essex County Bar Association
    • Chair, Tax Committee, 1988, 1990, 1993
    • Estate Planning Committee, 1997–present
  • Central Jersey Tax and Estate Planning Council, 1996–present
  • Tri-County Estate Planning Council
    • President, 2000
    • Vice President, 1998
    • Member, 1987–present
  • New York State Bar Association

Certifications:

  • Certified Public Accountant, State of New York, 1972

Biography:

  • Born in New York, New York

 

Bryan-C.-Skarlatos_Kostelanetz-&-Fink-LLP_myLawCLEBryan C. Skarlatos, Esq. | Kostelanetz & Fink

For more than thirty-five years, Bryan C. Skarlatos has represented corporations and individuals in sensitive matters, many of which involve negotiation or litigation with government agencies. He has significant experience in federal and state tax audits, appeals and litigation, criminal tax investigations, and white-collar criminal prosecutions. Mr. Skarlatos also has an active practice providing tax and estate planning advice.

 

Michel-R.-Stein_Hochman-Salkin-Toscher-Perez-PC_myLawCLEMichel R. Stein, Esq. | Hochman Salkin Toscher Perez

Michel R. Stein is a principal at Hochman Salkin Toscher Perez P.C. specializing in tax controversies, as well as tax planning for individuals, businesses and corporations. For more than 20 years, he has represented individuals with sensitive issue civil tax examinations where substantial penalty issues may arise, and extensively advised individuals on foreign and domestic voluntary disclosures regarding foreign account and asset compliance matters.

Mr. Stein has extensively published and co-authored articles in the field of tax law, including. “Utilizing the IRS Streamlined Compliance Programme to Manage US Tax Risk,” March, 2020, Financier “Cryptocurrency – FinCEN and the Emerging Threat to Discovery of Worldwide Hidden Wealth,” August-September, 2018, Journal of Tax Practice and Procedure, “The Eighth Amendment Limits on FBAR Penalties – Common Sense Limitations Becomes a Legal Reality,” June-July, 2018, Journal of Tax Practice and Procedure, “Cryptocurrency and IRS Enforcement – Get Ready for Uncle Same to Look into Your Digital Wallet,” February-March, 2018, Journal of Tax Practice and Procedure Panama Papers: Tax Evaders Beware,” Summer 2016 Best Lawyers; “The Continuing Evolution of FBAR Enforcement,” April-May, 2016 Edition of CCH Journal of Tax Practice and Procedure “Recent Wealth Transfer Developments,” Chapter in the USC Gould School of Law’s 2013 Major Tax Planning; “FBAR Examination, Appeals and Collection Procedures in the Post-Amnesty World,” January 2012 edition of CCH Journal of Tax Practice and Procedure; Contributed insights and answers to CCH (a Wolters Kluwer Business) publication, 2010 Tax Legislation, “Patient Protection and Affordable Care, Health Care Reconciliation”; “Foreign Bank Secrecy – No More – A New Era of International Tax Enforcement,” Chapter in the USC Gould School of Law’s 2009 Major Tax Planning Edition; “FBAR Enforcement – Five Years Later,” July 2008 edition of CCH Journal of Tax Practice and Procedure; “FBAR – An Update”, May 2006 CCH Journal of Tax Practice and Procedure; “Criminal Enforcement of FBAR Filing Requirements”

 

Sanford J. Schlesinger, Esq._ Schlesinger Lazetera & Auchincloss_FedBarSanford J. Schlesinger, Esq. | Schlesinger Lazetera & Auchincloss

Sanford (“Sandy”) J. Schlesinger is a Founding Partner of the law firm of now known as Schlesinger Lazetera & Auchincloss LLP. Mr. Schlesinger is a nationally recognized expert in the areas of estate and tax planning, estate administration, family-owned business planning, charitable planning and all related areas. He also handles all aspects of contested and litigated estate, trust and related tax matters.

Mr. Schlesinger is a fellow of the American College of Trust and Estate Counsel and is a past Downstate New York Chair and a former member of its Charitable Planning and Exempt Organizations Committee. He was Co-Chair of the NYU-SCPS 73rd Institute on Federal Taxation (2014). His other memberships include the Trusts, Estates, and Surrogate’s Courts Committee of the New York City Bar (2013 through 2016), the Editorial Board of the New York State Bar Journal (Emeritus since 2006), Board of Directors of the New York State Bar Foundation (through July 2013), National Academy of Elder Law Attorneys, International Academy of Estate and Trust Law (Academician), Estate Planning Advisory Committee of the Practicing Law Institute, and Financial and Estate Planning Advisory Board of the Commerce Clearing House (CCH). He has chaired The Annual Estate Planning Institute of the Practising Law Institute for over 20 years.

He is a former Chair of the New York State Bar Association’s Trusts and Estates Law Section and the Advisory Board of the New York University Institute on Federal Taxation, (currently a member of The Advisory Board and Chair of its 2013, 2014, 2015 and 2016 programs). He is Chair of the Practising Law Institute Annual Estate Planning Institute. He is also a former Adjunct Professor of Law at New York Law School, where he taught estate and gift taxation, former Adjunct Professor of Law at the University of Miami Law School and a former Adjunct faculty member at Columbia University School of Law. He has also been elected to the National Association of Estate Planners and Councils Estate Planning Hall of Fame.

Mr. Schlesinger received a B.S. (with honors) in 1963 from Columbia University and a J.D. in 1966 from Fordham University School of Law. In addition to being a frequent lecturer, Mr. Schlesinger has authored three books and numerous publications on trusts, estates, taxation, closely held business and family succession planning, charitable giving and related matters. He is listed in Who’s Who in America and Who’s Who in the World, as well as having been named to the lists of “The New York Area’s Best Lawyers,” New York Magazine and New York Times (through 2017), “New York Super Lawyers,” New York Times and, for over 30 years as one of “The Best Lawyers in America”.

 

David Pratt, Esq._ Proskauer Rose_FedBarDavid Pratt, Esq. | Proskauer Rose

David Pratt is Chair of the Private Client Services Department and head of the Boca Raton office. His practice is dedicated exclusively to the areas of trusts and estates, estate, gift and generation-skipping transfer, fiduciary and individual income taxation and fiduciary litigation. He has extensive experience in estate planning and post-mortem tax planning. He has been routinely “Chambers” ranked.

David’s clients consist predominantly of high net worth individuals and families. He regularly counsels his clients regarding how to transfer wealth from generation to generation with the least amount of tax and the maximum amount of asset preservation at each generation, including protection for a divorcing child or grandchild and from potential creditors. While many of David’s clients are retired, he also represents a significant amount of business owners. He has recommended and implemented many plans which have transferred ownership of business interests to the next generation with minimal transfer tax cost and without disruption of the family business. Such plans very often include recommendations resulting from the family dynamics involved with a family business.

 

Alan S. Halperin, Esq._ Paul, Weiss, Rifkind, Wharton & Garrison_FedBarAlan S. Halperin, Esq. | Paul, Weiss, Rifkind, Wharton & Garrison

A partner and co-chair of the Personal Representation Department, Alan Halperin counsels clients on a broad range of issues including estate planning and related tax work, estate and trust administration, tax and succession planning for family corporations and partnerships and charitable giving.

AWARDS AND RECOGNITIONS

Alan has been consistently recognized as a leading lawyer by Chambers USA, earning praise from clients stating that “his level of knowledge is brilliant and he is on top of all the matters that he is acting on.” Clients acknowledge that “his technical skills are unparalleled and he is on the way to becoming the dean of the New York private client world.” Alan has also been recognized as a top lawyer in U.S. News-Best Lawyers “Best Law Firms.”

EXPERIENCE

Alan works closely with a variety of clients, including private equity and hedge fund managers, entrepreneurs, corporate executives, investment bankers, real estate developers, family offices and philanthropists to help them identify their objectives and provide creative and pragmatic solutions designed to meet their specific goals. His recent representations include:

  • advising independent executors and trustees as they navigate sensitive family, financial and tax issues relating to the administration of estates and trusts;
  • representing family members and professionals at multi-generational family offices on estate planning, trust administration and reporting issues;
  • assisting individuals with their complex multi-national tax issues relating to trusts where beneficiaries reside in multiple countries; and
  • representing principals at private equity firms and hedge funds in connection with their estate planning

Alan has been listed as a leading lawyer by Chambers USA and Chambers High Net Worth (currently ranked Band 1) for his work in Wealth Management Law and Private Wealth Law, respectively, since 2006. He has also been listed in The Best Lawyers in America for Trusts & Estates Law (New York City) since 1995.

For the last two decades, Alan has served as a lecturer and an adjunct professor at New York University School of Law, where he has taught courses involving taxation of trusts and estates, estate and gift tax, charitable giving and international estate planning. He has lectured extensively on estate planning subjects, including at the Heckerling Institute, and presented the New York City Bar Association’s Mortimer H. Hess Memorial lecture. His articles have appeared in numerous legal journals and guides.

In addition, Alan is a Fellow of the American College of Trust and Estate Counsel. He serves as co-chair of the Estate and Gift Taxation Committee of the Tax Section of the New York State Bar. He is also the former chair of the Trusts, Estates and Surrogate’s Court Committee for the Association of the Bar of the City of New York and a former member of that Association’s Committee on Estate and Gift Tax. He serves on the tax panel for the United Jewish Appeal – Federation of Jewish Philanthropies of New York, Inc.

 

Mary P. O’Reilly, Esq._ Meltzer, Lippe, Goldstein & Breitstone_FedBarMary P. O’Reilly, Esq. | Meltzer, Lippe, Goldstein & Breitstone

Mary Pokojny O’Reilly is Co-Chair of the firm’s Trusts & Estates Practice Group and a Partner in the firm’s Business & Real Estate Taxation Group, Private Wealth & Taxation Group, Trust & Estate Litigation Group and Tax Exempt Organizations Practice Group.

Mary assists high net worth individuals and families in the preservation and transfer of wealth. Her clients include family business owners, real estate investors and developers, investment bankers, private equity and hedge fund managers, physicians, inventors, entertainers, business professionals, retirees, non-resident aliens and LGBTQ. Because every client has its own unique circumstances, there is no “one-size-fits-all” approach to her planning. Instead, using her decades of experience in estate and trust administration, Mary listens to her clients goals and drafts a plan tailored to meet their unique needs and tax objectives.

Mary has an LL.M. (Masters of Law) in Taxation from New York University and a large focus of her practice involves helping clients minimize both state and federal income, gift, estate and GST taxes. Also critical to her planning is minimizing potential disputes among family members and protecting assets from creditors (the most concerning creditor being a child’s spouse in the event of divorce).

Mary’s work includes drafting wills and revocable trusts to ensure the client’s succession plan and tax goals are maintained beyond the client’s life; establishing trusts during the client’s life for business interests, investment real estate, residences, minor children, disabled children, life insurance and wealth preservation; developing a business succession plan for family businesses; creating family companies to preserve control over family assets, including private trust companies; counseling individuals on charitable giving, including establishing and administering family foundations, donor advised funds, charitable trusts and conservation easements. She is well versed and experienced in various sophisticated estate planning techniques, which she utilizes in her clients’ planning, including GRATs, SLATs, QPRTs, ILITs, CLTs, CRTs, FLPs, Freeze Partnerships, sales and loans to grantor trusts and transfers by formula clauses.

Mary’s practice also includes estate and trust administration. She represents executors in probating wills and administering estates and understands the delicate nature of losing a loved one and its impact on the estate administration process. She handles probate proceedings, disclaimers, prepares and files estate tax returns, and represents executors in estate tax audits and settling estate accountings.

Mary also advises trustees in their administration of trusts, including amending and decanting existing irrevocable trusts; migrating trusts to more favorable tax jurisdictions; advising trustees on the investment and distribution of assets; and settling accounts of individual and corporate trustees.
Additionally, Mary advises beneficiaries and fiduciaries in estate and trust litigation. Her expertise in this area includes preemptive work at the planning phase to minimize disputes and challenges in the future. She also represents executors, trustees and beneficiaries in estate and trust litigations, will contests and contested accountings.

Mary also has experience with non-profit organizations. She assists tax-exempt organizations in formation and counsels them in their administration and day-to-day operations, including fundraising, grant making and compliance with corporate and tax requirements.

Mary is a distinguished leader in her field. She is a frequent lecturer to other estate planning professionals, speaking at prominent national legal conferences such as the American Bar Association’s Real Property, Trusts and Estates Section’s Spring Symposia, Practicing Law Institute’s Annual Estate Planning Institute and NYU’s Institute on Federal Taxation. She is also recognized as a leading estate planning attorney by various business publications including Chambers and Partners, Crain’s New York and Long Island Business News.

Prior to joining the firm in January 2011, Mary practiced for several years in the Trusts and Estates Group of the international law firm of Norton Rose Fulbright (formerly Fulbright & Jaworkski) in New York City, where she also represented high net worth individuals and families.

Mary received her LL.M. in Taxation from New York University School of Law in 2007. She received her J.D., cum laude, from St. John’s University School of Law in 2003, where she attended law school on a full academic scholarship and served as Managing Editor of the St. John’s Law Review. She received her B.A., cum laude, from SUNY Binghamton in 1998.

Prior to attending law school, Mary lived abroad in Madrid, Spain for two years where she taught English to adults and became fluent in Spanish. Mary is a dual citizen of both the United States and Ireland and spent many summers of her childhood with her extended family in County Donegal, Ireland.

During her free time, Mary is a certified Zumba instructor. She also enjoys being with her family. She and her husband, who is also an attorney, have two wonderful teenage children. They live on Long Island surrounded by their extended family whom they all see and spend time with each week.

 

Andrew L. Baron, Esq._ Meltzer, Lippe, Goldstein & Breitstone_FedBarAndrew L. Baron, Esq. | Meltzer, Lippe, Goldstein & Breitstone

Andrew L. Baron is a Partner in the firm’s Trusts & Estates and Business & Real Estate Taxation Practice Groups. Andrew’s practice encompasses all phases of estate, income and international tax planning, business succession planning and estate and trust administration.

Andrew brings over ten years of experience when counseling his clients regarding their estate planning and the gift, estate, generation-skipping transfer and income tax considerations of their plans while keeping their non-tax objectives a top priority. Often, this involves complex planning utilizing trusts, freeze partnerships and other sophisticated techniques.

Andrew’s practice also includes working with closely held business owners in all phases of their activities, advising executors, trustees, and beneficiaries in all aspects of estate and trust administration, and handling Surrogate’s Court proceedings throughout the New York metropolitan area.

Andrew also regularly advises Meltzer Lippe’s international clients on a broad range or matters including the creation and administration of foreign trusts, structuring of foreign investments in the U.S., reporting requirements of foreign individuals and companies and cross-border estate planning. Andrew received his J.D. from Yeshiva University Benjamin N. Cardozo School of Law and his LL.M. in Taxation from New York University School of Law. Prior to joining Meltzer Lippe, Andrew practiced as a trusts and estates attorney at large law firms in Northern New Jersey and New York City.

Andrew, originally from Rockland County, now lives on Long Island with his wife, Stephanie, a Speech Language Pathologist, and their two children. Andrew is an avid golfer and also enjoys skiing and spending time with his family.

 

Anthony L. Engel, Esq._ Bessemer Trust_FedBarAnthony L. Engel, Esq. | Bessemer Trust

Mr. Engel is Principal and Fiduciary Counsel at Bessemer Trust. In this role, he is responsible for working with clients and their advisors to develop practical and efficient wealth transfer plans, and for guiding the firm on fiduciary issues.

Prior to joining Bessemer, Tony was an attorney in the Trusts and Estates department of Katten Muchin Rosenman LLP. He began his law practice at Schwartz Cooper Chartered (now Dykema Gossett PLLC). Before attending law school, Tony worked as an educator, primarily focused on K-12 teachers and their professional development.

He is a member of the American Bar Association, the Illinois State Bar Association, and the Chicago Bar Association.

Tony earned a J.D., cum laude, from Northwestern University School of Law, an Ed.M. from the Harvard Graduate School of Education, and a B.S. in science, technology, and society from Stanford University.

 

Reetu Pepoff, Esq._ The Northern Trust Company_FedBarReetu Pepoff, Esq. | The Northern Trust Company

Reetu Pepoff is an Assistant General Counsel and Senior Vice President within the Legal Department at Northern Trust Chicago. Her role includes all aspects of advising Northern’s fiduciary practice, with particular focus on avoiding conflicts of interest, supervising litigation involving Northern in its fiduciary capacity, and administering foreign and directed trusts. Reetu also dedicates a significant portion of her time to supporting Northern’s international fiduciary practice, working with partners to administer offshore trusts and deliver fiduciary services through Northern’s affiliate in the Cayman Islands, Northern Trust Cayman International, Ltd.

Prior to joining Northern in 2012, she worked as an associate at Schiff Hardin LLP in the Trusts and Estates Group and as a Trust Administrator at PNC Bank.

Reetu earned a B.S. in Criminology from Florida State University and a J.D. from Howard University School of Law.

Reetu is a member of the American Bar Association and the Society of Trust and Estate Practitioners (STEP). She is also the Chair of STEP Chicago.

 

John W. Porter, Esq._ Baker Botts_FedBarJohn W. Porter, Esq. | Baker Botts

John is one of the nation’s leading tax controversy attorneys, maintaining a nationwide practice representing high-net worth individuals and businesses in sophisticated Federal tax controversy matters.

John has served as lead counsel for taxpayers in some of the most significant published estate and gift tax decisions in the last twenty-five years, including cases addressing formula clauses used to transfer hard to value assets, the application of I.R.C. § 2036 to family entities, the built-in capital gains discount when valuing stock, the “net-net gift discount,” the valuation of closely-held entity interests, and the reasonable reliance defense to IRS penalties.

John represents taxpayers in every aspect of the tax controversy practice. His experience includes representing taxpayers before the IRS (including examination, mediation and appeals) and in litigation against the IRS in the United States Tax Court, the United States Court of Federal Claims, the United States District Courts, and the United States Courts of Appeal. He is described as both “extremely effective” and “a wonderful negotiator.” (Chambers High Net Worth, 2018).

John also counsels clients engaging in business and estate planning transactions, to preventively deal with issues and properly report transactions before an IRS controversy arises. He also has extensive knowledge of and experience with privilege issues. He frequently advises and represents fiduciaries and beneficiaries of trusts and estates with respect to administration and fiduciary duty issues.

Agenda

DAY 1: SUNDAY, NOVEMBER 13, 2022

CURRENT DEVELOPMENTS – Chair: John P. Gimigliano, Esq. Principal-in-Charge of Federal Tax Legislative and Regulatory Services, KPMG, Washington, DC

Legislative Update – John P. Gimigliano, Esq. | 2:00pm – 3:15pm

A review of legislation enacted, considered, and pending in the current congressional session.

The Treasury Agenda – U.S. Department of the Treasury Representatives will be invited to attend | 3:15pm – 4:05pm

A review of recently issued and pending Treasury guidance.

Refreshment Break | 4:05pm – 4:15pm

TAX CONTROVERSIES – Co-Chairs: Sandra R. Brown, Esq., Principal, Hochman, Salkin, Toscher Perez, PC, Beverly Hills, CA, and Melissa L. Wiley, Esq., Member, Caplin & Drysdale, Chartered, Washington, DC

From The Experts: Tax Controversy and Tax Litigation – Civil & Criminal Tax Update – Larry A. Campagna, Esq., Guinevere M. Moore, Esq., Lindsey D. Stellwagen, Esq. | 4:15pm -6:45pm

Join a leading group of tax controversy practitioners from both the private sector and the government in an open discussion regarding current IRS enforcement priorities, initiatives, and campaigns, including areas impacted by the Inflation Reduction Act of 2022 (IRA). The panel covers a broad range of topics that impact tax compliance and tax litigation, including an examination of recent cases, investigations, and programs – such as the IRS’s new Emerging Issues Group – that reflect the government efforts to target high risk areas of noncompliance, including the increased role that the IRS Collection Division plays in tax administration, as well approaches to representing and defending clients who are the focus of such investigations.

Refreshment Break | 6:45pm – 7:00pm

EXECUTIVE COMPENSATION & EMPLOYEE BENEFITS – Chair: Mary B. Hevener, Esq., Partner, Morgan, Lewis & Bockius, Washington, DC

Golden Parachute Updates – Timothy Buckley, JD | 7:00pm – 8:00pm

Since their enactment in 1984, Code Sections 280G and 4999 (governing golden parachute tax deductions and excise taxes) continue to be key components of most corporate mergers, acquisitions and spinoffs, especially for publicly traded companies. The lower prevalence of 280G gross-ups, due in part to proxy advisors who view such as a poor pay practice, has resulted in the possibility of substantial tax exposure and or cutbacks to executives, and thus more emphasis on mitigation planning. One such mitigation strategy which is specifically provided for in the 280G regulations is valuing restricted covenants like non-competition agreements. Although these arrangements may be used to offset potential parachute payments, their implementation brings about other challenges, most notably clawbacks which potentially may result in a denial of any employee business expense under Section 67(g) – denying an employee a tax deduction for compensation repayments. Lastly, the Tax Cut & Job’s Act (TCJA) changes to Section 162(m) rules have added further complications and deduction disallowances. This session, presented by a panel with 40 years of experience with parachute rules, examines key 280G rules, market practices with respect to valuing restrictive covenants, the interplay of 280G with other code sections such as Section 67(g) and 162(m), and practical considerations in drafting employment arrangements.

Continuing Tax Issues for “Work from Home” Programs: Another Dozen Commonly Asked Questions and Answers – Mary B. Hevener, Esq. | 8:00pm – 9:00pm

The “work-from-home” programs that started during the COVID-19 Pandemic have proliferated, yet very little IRS and state/local tax department guidance has been issued to discuss the huge range of compensation questions raised by both companies and employees who participate either fully, or partially, in these programs. Questions arise not just about reimbursements for in-home expenses and commuting expenses, but also about the design of benefits intended to attract employees back to the office (from free food to loan forgiveness, enhanced dependent care assistance, wellness benefits, athletic facilities, leave-sharing and charitable donations). Further, where benefits and reimbursements are taxable, Federal, state and local withholding and tax deposit questions are presented. This presentation discusses work-from-home program design considerations, as well as ways to mitigate payroll tax exposure to the benefit-providing employer, with a particular focus on both benefit reimbursements, and more generally, on withholding and deposit-timing issues that commonly arise during payroll tax audits.

 

DAY 2: MONDAY, NOVEMBER 14, 2022

INTERNATIONAL TAX – Chair: William B. Sherman, Esq., Partner, Holland & Knight, Fort Lauderdale, FL

PFIC’S in a GILTI World-How the IRS’s change in the treatment of partnerships requires a new focus on the application of the PFIC provisions – David J. Goett, Esq. | 11:30am – 1:00pm

This session provides a review of the PFIC rules and discusses how the IRS’s adoption, for certain purposes, of an “aggregate approach” to foreign corporations held through domestic partnerships affects the application of the PFIC rules. The session covers, among other things, application of the PFIC rules in situations where such foreign corporation is both a PFIC and a CFC and the IRS’s proposal to impose a far more burdensome partner-level PFIC reporting requirement in lieu of the current partnership-level reporting obligation.

Refreshment Break | 1:00pm – 1:15pm

Engaging in a US Trade or Business—What does it mean and when does a foreign person cross the line? – Seth J. Entin, Esq. | 1:15pm – 3:00pm

Tax advisors frequently are asked to determine when a foreign person is engaging in a trade or business in the US, a term without a statutory definition. This session examines the judicial and other concepts that have developed and the typical fact patterns confronting tax advisors in everyday practice.

Lunch Recess | 3:00pm – 4:15pm

Foreign Tax Credit Update-What’s A Creditable Tax, We All Thought We Knew – Damian Palomo, Esq. | 4:15pm – 5:45pm

This session discusses the controversial final foreign tax credit regulations, exploring some of the key provisions and issues including what constitutes a creditable foreign income tax and how to allocate and apportion foreign tax to different “baskets.” The session covers, among other things, applying and navigating the newly renamed “attribution” and “cost recovery” requirements and the treaty coordination rules for foreign tax credit creditability determinations, as well as the rules for allocating and apportioning foreign tax applicable to disregarded distributions, foreign law distributions and dispositions.

Refreshment Break | 5:45pm – 6:00pm

International Mergers and Acquisitions: Us Tax Considerations and Planning Techniques – Lori Hellcamp, Esq. | 6:00pm – 8:00pm

Among the topics covered in this session are the US tax considerations for taxable and tax-free stock acquisitions of foreign companies, CFC issues, tax-free acquisitions of US companies, planning for the use of holding companies, inversion transactions, debt-equity regulations, use of hybrid instruments, OECD BEPS issues, and recent developments.

 

DAY 3: TUESDAY, NOVEMBER 15, 2022

CORPORATE TAX – Chair: David A. Rievman, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom, New York, NY

The New Corporate Alternative Minimum Tax – Victor Hollender, Esq. | 11:30am – 1:00pm

The Inflation Reduction Act of 2022 enacted a new alternative minimum tax on corporations with $1 billion or more in book income, generally based on financial statement GAAP, rather than taxable income. Although the tax is generally creditable against the corporation’s future “regular” income tax liability, without clarification of certain important issues, the tax has the potential to cause large permanent tax increases. This panel explores the new corporate alternative minimum tax and emphasizes the need for expedited guidance on a number of important and uncertain issues related to its implementation.

Refreshment Break | 1:00pm – 1:15pm

“Tax-Free” Corporate Separation Transactions: Understanding the Market Dynamics and the Unexpected Impact of the CAMT – Lulu Ma, Esq., and Colin Campbell, Esq. | 1:15pm – 3:15pm

Planning a Section 355 corporate division has been challenging in these uncertain markets, and now the CAMT could cause an otherwise tax-free separation to be subject to the minimum tax. This panel explores the transactional components of a corporate division, the issues raised by equity and uncertain debt markets, and the impact of the CAMT on long-standing planning. The panel then presents proposals for addressing these issues to allow important business transactions to continue efficiently.

Lunch Recess | 3:15pm – 4:30pm

S Corporation Acquisition Techniques – Andrew T. Davis Esq., and Samuel T. Greenberg, Esq. | 4:30pm – 6:15pm

Contrary to popular belief, S corporations still exist, often as decades-old, closely-held family enterprises that will someday be sold. And when an S corp is sold, the deal can present complex and sometimes unexpected tax issues. This panel explores the anatomy of an S corp acquisition, including structuring techniques, diligence approaches, indemnity considerations, and post-closing audit issues.

Refreshment Break | 6:15pm – 6:30pm

Interesting Recent Public Transactions – Anne Kim, Esq., and Todd P. Kaplan | 6:30pm – 8:00pm

A panel of expert practitioners discusses several recent deals that raised interesting corporate tax and capital markets issues and implemented innovative structures to achieve the parties’ objectives.

Recess | 8:00pm – 8:15pm

EVENING SESSION

Fundamentals Of Partnership and Real Estate Taxation – Andrea M. Whiteway, Esq. | 8:15pm – 9:55pm

This session provides useful background that is helpful for attendees who do not have extensive experience in the taxation of partnerships and real estate.

 

DAY 4: WEDNESDAY, NOVEMBER 16, 2022

PARTNERSHIPS, LLCs, AND REAL ESTATE – Chair: Andrea M. Whiteway, Esq., Principal, EY, Washington, DC

Hot Topics in Partnership and Real Estate Taxation: The Government Perspective – Andrea M. Whiteway, Esq., and Hans Famularo, Esq. | 11:30am – 12:15pm

An overview of recent and pending developments in partnership and real estate taxation from the government perspective. An opportunity to hear first-hand the views of two key government officials about what’s important, why it’s important, and what the government is doing about it.

Disguised Sale Planning – Andrea M. Whiteway, Esq. | 12:15pm – 1:15pm

Hear the latest on cutting-edge planning techniques and how to deal with the critical new regulations in this area.

Refreshment Break | 1:15pm – 1:30pm

Hot Like-Kind Exchange Issues – Robert D. Schachat, Esq., and Anne Andrews | 1:30pm – 2:30pm

Related party exchanges; build-to-suits, reverse exchanges and parking arrangements within and outside the safe harbor; exchanges involving partnerships and trusts; exchanges of property into and out of foreclosure; recent developments on what constitutes real property and “like-kind”; other current issues including legislative outlook.

Partnership Audit Rules: What You Need to Know and Do Now – Michael J. Desmond, Esq., and Sheri A. Dillon, Esq. | 2:30pm – 3:30pm

Dramatic changes in the partnership audit rules can allow the IRS to collect tax deficiencies from the partnership entity rather than from the partners, beginning with the 2018 tax year. Even practitioners who do not focus primarily on tax controversy or litigation need to have a basic understanding of the new rules. Learn what you need to know and do now to get ready for the brave new world.

Lunch Recess | 3:30pm – 4:45pm

Structuring The Buyout of a Partner – Kelsey Lemaster, Esq., and Cecily Xi, Esq. | 4:45pm – 5:45pm

This session explores various structures for buying out a partner in a partnership and related key tax considerations for the partnership and its partners. Topics covered include tax basis, holding periods, hot assets, mixing bowls, antichurning, bonus depreciation, payments to retiring partners, and tax consequences arising under special tax frameworks including Revenue Ruling 99-6 and the partnership continuation and merger rules. A number of examples illustrating these principles are discussed.

Carried Interest Tax Planning Considerations and Section 1061 – Julie A. Divola, Esq., Jennifer Sabin, Esq., and Eric B. Sloan, Esq. | 5:45pm 6:45pm

This session addresses the taxation of carried interests, particularly in light of section 1061. Beginning with the evolution of the law on profits interests – from the original safe harbor in Rev. Proc. 93-27 through to the proposed regulations that were issued in 2005 – the session discusses (including by way of example) how these rules apply in practice. The session then discusses certain design elements commonly found in private equity structures, such as catch-up allocations and fee waivers. Finally, the session addresses the regulations under section 1061 and concludes by walking through several examples illustrating potential planning techniques.

Refreshment Break | 6:45pm – 7:00pm

Workouts and Bankruptcy Tax Planning for Partners and Partnerships – Arvind Ravichandran, Esq., and Julie M. Marion, Esq. | 7:00pm – 8:00pm

This discussion identifies key tax considerations in common distressed partnership situations. The panelists examine how the rules typically applicable to workouts and other distressed company restructurings interact with the flow-through rules underlying partnership taxation. The results are always interesting and often differ in surprising ways from corporate bankruptcies. Potential planning opportunities unique to the partnership area are also discussed.

Recess | 8:00pm – 8:15pm

EVENING SESSION

Increasing the income and estate tax benefits of the preferred partnership with encumbered real estate by future leveraging – Stephen M. Breitstone, Esq., and Jerome M. Hesch, Esq. | 8:15pm – 9:55pm

The preferred partnership for encumbered real estate has been used to accomplish both an income tax-free basis at death for the preferred partnership interest included in the decedent’s taxable estate and an estate freeze by disposing of the common interest while the decedent is living. The step-up in basis at death is especially attractive for encumbered real estate with a negative capital account. The presenters first describe how the formation of the preferred partnership and the transfer of the common interest to a grantor trust implement the income tax and estate tax savings available at the time the preferred partnership is formed. The presenters then describe how future refinancings of the real estate can increase the amount of negative capital account gain eliminated by inclusion of the preferred interest in the decedent’s estate while simultaneously decreasing the value for the preferred interest included in the estate and shifting more value to the common interest.

 

DAY 5: THURSDAY, NOVEMBER 17, 2022

CLOSELY-HELD BUSINESSES – Chair: Jerald David August, Esq., Partner, Fox Rothschild, Philadelphia, PA

Entity Classification – The Check-The-Box Regulations Revisited – Larry J. Brant, Esq. | 11:30am – 12:45pm

This session explores entity classification under the check-the-box regulations, including developments in the law, limitations under the regulations, flexibility and planning opportunities created by the regulations, traps that exist for the unwary, and practical guidance for tax advisers.

Refreshment Break | 12:45pm – 1:00pm

Shareholders Agreements Involving S Corporations – Stephen R. Looney, Esq. | 1:00pm – 2:15pm

This program examines the tax consequences of redemptions and sales of stock for both closely held C and S corporations, focusing on issues practitioners should consider when drafting Shareholders Agreements, including special provisions for S corporations, such as restrictions and/or prohibitions on stock transfers, tax distributions and special elections to close the books of the corporation on the sale or redemption of stock.

Structuring Mergers, Acquisitions, And Private Equity Recaps When the Target Is an S Corporation – Jerald David August, Esq., and C. Wells Hall, III, Esq. | 2:15pm – 3:30pm

The discussion includes asset and stock acquisitions of target S corporations, including S corporations subject to the built-in gains tax under Section 1374. A portion of the session addresses S corporations acquiring another C corporation or consolidated group as well as a target S corporation in a taxable or non-taxable acquisition, including an acquisition under Section 351. Private equity acquisitions of S corporations also are highlighted including through a preferred stock recapitalization or other alternative structure should as an acquisition partnership.

Lunch Recess | 3:30pm – 4:45pm

Alternatives to Section 1031 – Terence Floyd Cuff, Esq. | 4:45pm 6:15pm

This presentation examines ways for retiring owners of real property to dispose of their property other than by Section 1031 exchanges. This includes management arrangements, various leaving arrangements, contributions to a partnership, up-REIT contributions, and creative partnership arrangements.

Refreshment Break | 6:15pm – 6:30pm

The Executive Tax Plan Aka “The Greenbook”: Closely Held Business Planners Beware!!! – Richard H. Greenberg, Esq. | 6:30pm 8:00pm

The tax provisions proposed by the Executive Branch if adopted will revolutionize planning for closely held business interests. This presentation addresses the proposals, the changes to planning that will be required, what to do currently prior to the adoption of any changes and mistakes that planners are currently making in an attempt to “beat the clock” and implement plans pre-enactment of any proposals.

Recess | 8:00pm – 8:15pm

EVENING SESSION

When Are You Crossing a Line? Real Life Ethical Issues in Everyday Tax Practice – Chair: Bryan C. Skarlatos, Esq., Michael J. Desmond, Esq., and Michel R. Stein, Esq. | 8:15pm – 9:55pm

How sure do you have to be before you tell a client it is okay to take a deduction or defer income? Do you have to audit a client’s records or can you just rely on what the client says? After the return has been filed, how do you handle an audit when you know the client’s tax return is wrong? What do you do if the information you submitted to the IRS is not accurate? When do you have to worry about conflicts of interest? While the answers to these questions may not always be clear, the law and related ethical standards provide very specific rules to help find the answers. This panel of expert practitioners addresses these and other thorny ethical issues that arise in everyday tax practice through the use of hypothetical examples. This program is essential for tax professionals who want stay on the right side of the line.

 

DAY 6: FRIDAY, NOVEMBER 18, 2022

TRUSTS & ESTATES – Chair: Sanford J. Schlesinger, Esq., Founding Partner, Schlesinger Lazetera & Auchincloss, New York, NY

Current Developments in Estate Planning and Taxation – David Pratt, Esq. | 11:30am – 12:30pm

The presentation reviews some of the recent tax proposals and how they would impact estate tax planning, including a discussion of the provisions of the 2017 Tax Act that are slated to expire in 2025 and what affect the “sunset” will have for estate and gift tax purposes. The lecture also addresses the discrepancy between the federal and state estate tax regimes and options to consider that may avoid a state-level estate tax on death. Also discussed is the current economic climate and which estate planning strategies are more effective in high interest rate environments versus those that are better suited in lower interest rate environments.

Income Taxation of Foreign Trusts and their Grantors and Beneficiaries – Alan S. Halperin, Esq. | 12:30pm – 1:30pm

The presentation examines the definition of foreign non-grantor trusts and the limitations on grantor trust status for non-resident grantors. The speaker further explains the rules when US persons create foreign trusts with US beneficiaries and the tax rules when US persons transfer property to non-grantor foreign trusts. The presentation also covers the special DNI rules for non-grantor trusts and the special rules governing distributions from such trusts. Also discussed are the throwback rules applicable to foreign trusts and various strategies to manage the throwback rules to avoid punitive consequences.

Refreshment Break | 1:30pm – 1:45pm

Common Pitfalls in Estate Planning with Investment Real Estate – Mary P. O’Reilly, Esq., Andrew L. Baron, Esq. | 1:45pm – 3:00pm

This program explores the complexities of lifetime planning with investment real estate to minimize estate taxes, including planning effectively with negative basis assets, qualifying for Section 6166 estate tax deferral, avoiding local transfer taxes, dealing with mortgaged properties, and minimizing the impact of planning on the client’s personal financial statement for purposes of financing new deals. It also explores the challenges of business succession beyond simply naming a successor manager in an operating agreement, including incentivizing family members in the business and minimizing conflicts with those outside of the business as well as addressing the challenges of trust ownership of concentrated investment real estate.

Lunch Recess | 3:00pm – 4:15pm

Estate Planning with Digital Assets: An Introduction to Cryptocurrencies and NFTs – Anthony L. Engel, Esq. | 4:15pm – 5:15pm

As interest in digital assets grows, cryptocurrencies and non-fungible tokens (NFTs) are becoming more commonly held by clients. This presentation provides foundational information on the underlying blockchain technology, cryptocurrencies, and NFTs, as well as practical considerations regarding gift, estate, and charitable planning with cryptocurrencies and NFTs. This is a technical topic, but the goal is that attendees come away with a better understanding of the basics and tips for working with clients who hold these assets.

Refreshment Break | 5:15pm – 5:30pm

Passport to the World of International Estate Planning – Reetu Pepoff, Esq. | 5:30pm – 6:30pm

This program examines the income tax and transfer tax implications applicable to Non-US persons with US assets and US persons with Non-US assets, including residence, domicile and situs issues. This program also discusses the income tax and transfer tax implications of creating offshore trusts and cross-border trusts.

THE ARTHUR D. SEDERBAUM MEMORIAL LECTURE – Family Limited Partnerships and other Closely-Held Entities – The Continuing Saga – John W. Porter, Esq. | 6:30pm – 7:30pm

This discussion addresses current issues and trends in the transfer tax controversy arena involving family limited partnerships and other closely-held entities at the audit level, IRS Appeals, and in litigation. It includes issues related to the valuation and transfer of interests in closely-held entities, the use of formula clauses, section 2036, split-dollar life insurance, valuation of promissory notes, GRAT audits, recent caselaw, positions taken by the IRS and practical ways to address them at the planning level.