83rd Institute on Federal Taxation 2024 (presented by NYU School of Professional Studies) [Day 2]

Jennifer Acuña, Esq., Principal | KPMG

Jennifer Acuña has joined KPMG LLP, the audit, tax and advisory firm, as a principal in the federal legislative and regulatory services group of the firm’s Washington National Tax (WNT) practice. Most recently, she served as chief tax counsel for the Committee on Finance in the U.S. Senate and previously was tax counsel for the Committee on Ways and Means in the U.S. House of Representatives. She will be based in Washington, D.C.

During her time in committee positions with both the House and the Senate, from January 2015 to January 2019, Acuña played a critical role in developing federal tax reform proposals for the Tax Cuts and Jobs Act (TCJA) of 2017.

“Jennifer’s role in helping shape the TCJA in both the House and Senate, as well as the knowledge and experience that she gained on Capitol Hill, will further bolster KPMG’s thought leadership and insights on tax policy and will be essential as we help our clients navigate both U.S. and global tax reforms,” said Manal Corwin, principal-in-charge of KPMG’s WNT practice. “We’re looking forward to having Jennifer become part of our Washington National Tax practice and our firm.”

In her new position, Acuña will advise companies on federal tax legislative and regulatory developments on Capitol Hill, working with John Gimigliano, the principal-in-charge of KPMG’s federal tax legislative and regulatory group, Corwin added.

“Jennifer played a key role at every stage of tax reform, in the House and in the Senate,” said Gimigliano. “I’m thrilled to have her bring that insight to our team and to our clients.”

Earlier in her career, Acuña was oversight counsel for the House Committee on Ways and Means, from 2011 to 2015. She also served as a competent authority analyst with the IRS’ tax treaty group in the Large Business and International Division and worked for the law firms of White & Case, LLP and Morgan Lewis & Bockius in their tax controversy and litigation groups.

Acuña earned a Bachelor of Arts degree from the University of Central Florida, a Juris Doctor degree from UCLA School of Law, and a Master of Laws in Taxation from New York University School of Law.

Charles P. Rettig, Esq., Shareholder | Chamberlain, Hrdlicka, White, Williams & Aughtry, PC

Charles “Chuck” Rettig, a Shareholder at Chamberlain Hrdlicka in the Firm’s Tax Controversy & Litigation practice and other Tax and Trust & Estate practices, served as Commissioner of the Internal Revenue Service (IRS) from 2018 through 2022.

As a member of Chamberlain Hrdlicka’s Tax Controversy & Litigation Practice, he draws on both his extensive background representing taxpayers and his deep knowledge of the IRS organization, operations and procedures in work for his clients. His practice focuses on tax, federal and state tax controversies and investigations, including sensitive issue examinations, administrative appeals, civil tax litigation, and representation in criminal tax investigations and prosecutions.

As IRS Commissioner, Chuck presided over the nation’s tax system, which collected more than $4.9 trillion in tax revenue in FY22, representing about 96% of the total gross receipts of the United States. He managed an agency of about 83,000 employees and a budget of more than $14.1 billion. During his tenure, he focused on improving service to the nation’s taxpayers, balancing appropriate enforcement of the nation’s tax laws while respecting taxpayer rights, with a particular focus on traditionally underserved communities. In recognition of his leadership of the IRS, Chuck received the Alexander Hamilton Award from Treasury, the highest honor for individuals selected by the Secretary, whose performance and leadership demonstrate the highest standards of and dedication to public service benefiting our country.

Chuck came to the IRS from a background of defending taxpayers in tax controversies, and he put those insights to use while at IRS. He was often referred to as the “straight shooting” Commissioner, who worked closely with his Division Commissioners in Criminal Investigation, Large Business & International, Small Business/Self Employed, Wage & Investment, and Tax-Exempt & Government Entities to build new enforcement programs and decide how to allocate enforcement resources. A senior Senator on the U.S. Senate Finance Committee once stated “Although we didn’t always agree, Rettig called balls and strikes fairly.”

Before heading the IRS, Chuck spent 36 years with an esteemed tax law firm in Beverly Hills, California, where he represented high net-worth individuals, businesses, and corporate taxpayers before the IRS, the Department of Justice Tax Division, federal and state courts and state taxing authorities. Significantly, he earned a reputation for helping his clients resolve disputes with taxing authorities. Although Chuck mounted vigorous defenses for clients and would go to court when necessary, he was adept at resolving matters without litigation, enabling his clients to move their businesses and lives forward as quickly as possible.

Chuck has been a featured speaker and panelist at hundreds of professional conferences throughout the United States, in Europe and in Central America. Before joining the IRS, Chuck Rettig was listed by Chambers USA as the only Eminent Practitioner in the Chambers Category “Tax: Fraud – Nationwide.” On multiple occasions, he was selected by his peers as the Tax “Lawyer of the Year” (Litigation and Controversy, Los Angeles) for Best Lawyers’ and was included Nationwide in both “Litigation and Controversy – Tax” and “Tax Law” by Best Lawyers in America. As then stated in Chambers USA: America’s Leading Lawyers for Business, “According to peers, Charles Rettig . . . is ‘phenomenal, just phenomenal.’

Further, he “is regarded by market sources as a ‘brilliant and gifted lawyer . . . a real star and a national leader'” who “enjoys a superb reputation and benefits from ‘great presence.’” Chambers USA has further stated “Fantastic controversy tax lawyer” Charles Rettig is “knowledgeable and very intelligent . . . a force to be reckoned with . . . a driving force in policy making at the national level with great client skills when it comes to sensitive matters.”

Chuck has held leadership roles in several professional organizations, most recently serving as Vice Chair-Administration, for the American Bar Association’s Section of Taxation, and President of the American College of Tax Counsel. He was a member of the IRS Advisory Council (IRSAC) for three years, beginning in 2008, and he served as IRSAC’s chair from 2010 to 2011. He also served as Chair of the Taxation Section of the State Bar of California and has served on the advisory boards of both the Franchise Tax Board and the Board of Equalization in his home state of California. Chuck is a Certified Specialist in both Taxation Law and in Estate Planning, Trust & Probate Law (The State Bar of California, Board of Legal Specialization).

Chuck received a B.A. in Economics from the University of California at Los Angeles (UCLA), as well as a J.D. with honors from Pepperdine University School of Law and an LL.M. in taxation from the New York University School of Law.

Chuck is the co-founder of the UCLA Extension VETS COUNT Scholarship Fund. This fund provides scholarships to active duty and retired military personnel who are working to realize their career goals in tax, accounting, wealth management and other areas of the financial services industry. VETS COUNT also supports active duty and retired military personnel pursuing basic coursework for personal growth in budgeting, financial literacy and investing.

Thomas A. Cullinan, Esq., Shareholder | Chamberlain, Hrdlicka, White, Williams & Aughtry, PC

Tom Cullinan is a Shareholder in the Firm’s Atlanta office. Tom joined the Firm from the IRS, where he served as the Counselor to the IRS Commissioner and then as the acting IRS Chief of Staff.

While at the IRS, Tom was a member of the Commissioner’s core leadership team, and he advised the IRS Commissioner on the most critical issues facing the agency, including the IRS strategic plan and budget, staffing, internal operations, enforcement of tax laws and service to taxpayers. He was particularly involved in high-level enforcement issues. Among other things, Tom either conceived or helped launch the Office of Fraud Enforcement, the Office of Promoter Investigations, and the Joint Strategic Emerging Issues Team, all of which should be key IRS enforcement tools in the coming years. Tom also helped implement various policies pertaining to cryptocurrencies and served as an invited IRS representative to several Financial Stability Oversight Council meetings regarding cryptocurrencies.

Before joining the IRS, Tom spent twenty years as a tax attorney representing taxpayers in tax controversy matters. He has represented hundreds of taxpayers, including low-income individuals in pro bono matters, high net-worth individuals, partnerships, trusts and estates, and corporations in IRS audits, administrative appeals, and litigation, on a wide variety of tax issues often with significant amounts at issue. Tom pursues every possible opportunity to resolve tax disputes and is adept at negotiating acceptable resolutions. Yet, litigation is sometimes inevitable and he has a notable track record in that regard.

Tom works in the Firm’s tax controversy practice where he draws on both his extensive background representing taxpayers and his deep knowledge of the IRS organization, operations, and procedures.

Michael J. Desmond, Esq., Partner | 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 Tax Controversy and Litigation Group. His practice covers a broad range of federal tax matters with a focus on tax controversy and litigation. He represents 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. He also has an active letter ruling and general guidance practice, working with the Treasury Department and IRS on behalf of clients to seek clarity in the application of federal tax laws.

Prior to joining Gibson Dunn, Mike 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, Mike 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.

Mike previously served as Tax Legislative Counsel at the U.S. Department of Treasury , 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.

Mike was recognized as the 2023 Los Angeles “Lawyer of the Year” for Litigation and Controversy – Tax by The Best Lawyers in America®. Chambers High Net Worth, a guide to the leading lawyers and law firms for international private wealth, has consistently recognized him in its USA-Nationwide and USA: Private Client: Tax categories. He was placed in the “Hall of Fame” by The Legal 500 United States for US Taxes – Contentious. He currently serves as the Vice Chair, Government Relations for the Tax Section of the American Bar Association and Vice President of the American College of Tax Counsel. He previously served as an adjunct professor at Georgetown University Law Center and has been a guest lecturer at law schools around the United States.

Mike 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.

Mike 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, Ninth and Tenth Circuits.

Frank Agostino, Esq., Founder & President | Agostino & Associates, PC

Frank Agostino is the founder and president of Agostino & Associates, P.C. Prior to entering private practice, Mr. Agostino was an attorney with the Internal Revenue Service’s District Counsel in Springfield, Illinois and Newark, New Jersey. He also served as a Special Assistant United States Attorney, where he prosecuted primarily criminal tax cases. As an adjunct professor, Mr. Agostino taught tax controversy at Seton Hall University W. Paul Stillman School of Business and Rutgers School of Law. He also served as the co-director of the Rutgers Federal Tax Law Clinic.

Mr. Agostino is a frequent speaker and author on tax controversy and litigation matters. He serves on the Advisory Board of the Journal of Tax Practice and Procedure. Mr. Agostino is actively involved with the American Bar Association and the New York County Lawyers’ Association. Mr. Agostino is also the President of Taxpayers Assistance Corp., which provides tax and legal advice to low income taxpayers in the NY/NJ area.

Sharyn M. Fisk, Esq., Director | Internal Revenue Service

As a former “practitioner,” I know what it means to “practice before the IRS.” I bring this experience and knowledge to the IRS Office of Professional Responsibility (OPR). OPR oversees all tax practitioners, tax preparers, and other third parties in the tax system who practice before the IRS to ensure they adhere to professional standards and follow the law.

I have an extensive background in the tax community, including having represented hundreds of individuals, businesses, and corporate taxpayers before the IRS, the Department of Justice Tax Division, federal and state courts, and state taxing authorities. These matters involved civil examinations and appeals, criminal investigations, and tax collection issues. Before joining the IRS, I was a professor of tax at the College of Business Administration at Cal Poly Pomona. I previously served as an attorney-advisor for the Honorable Maurice Foley, United States Tax Court in Washington, D.C.

During my career, I have been active in the nation’s tax community in various roles. I recently concluded a term (2017-2019) as a member of the IRS Advisory Council (IRSAC). I am a past chair of the Los Angeles County Bar Association’s taxation section and previously chaired a task force on behalf of the Standards of Tax Practice Committee for the ABA Taxation Section. I served as a former chair of the Tax Policy, Practice and Legislation Committee, articles editor of the California Tax Lawyer, and a member of the Executive Committee for the Taxation Section of the State Bar of California. I have volunteered to assist unrepresented taxpayers during the Los Angeles pro se Tax Court calendar. In addition, I have served as director of Cal Poly Pomona’s VITA program and participated in the American Bar Association’s Adopt-A-Base program, where I provided training to military VITA volunteers at a naval base in San Diego. I have had the opportunity to teach as an adjunct professor teaching graduate and undergraduate level tax at several colleges and universities.

I am a certified tax law specialist with the California State Bar. I hold a B.A. in Journalism from San Diego State University, a J.D. from Rutgers University, and an LL.M in taxation from the New York University School of Law.

Ronson J. Shamon, Esq., Principal & CEO | RJS Law

Ronson J. Shamoun is the founder and CEO of RJS LAW, A Tax Law Firm. Mr. Shamoun and his experienced team of attorneys specialize in federal and state taxation matters, with an emphasis in criminal tax defense, tax controversy, international tax, and estate planning. He is passionate about providing steadfast quality legal care, and has extensive experience representing individuals and businesses before the Internal Revenue Service (IRS), the Franchise Tax Board (FTB), the Employment Development Department (EDD), and the California Department of Tax and Fee Administration (CDTFA).

Mr. Shamoun has dedicated over twenty years of legal experience to advocating small and large tax resolution matters. Mr. Shamoun’s client-centered approach to legal matters is well-suited for any client, from small mom-and-pop business owners to large international companies with complex tax issues. He has saved clients hundreds of millions of dollars in penalties and debts, and he continues to work tirelessly to ensure each client receives a fair and just result. His sterling reputation with the United States Attorney’s Office and the District Attorney’s Office in many of California’s jurisdictions has allowed him to successfully fight for reduced criminal charges for his clients. Additionally, Mr. Shamoun has helped dozens of clients avoid criminal prosecution altogether.

RJS LAW has been recognized as the best tax law firm in San Diego by San Diego’s Best Union-Tribune Readers Poll in The San Diego Union-Tribune for 7 years and was named as one of San Diego’s Most Admired Companies from San Diego Metro Magazine in 2014.

Mr. Shamoun and the experienced attorneys at RJS LAW have managed complicated tax matters and earned unprecedented success on numerous recent Paycheck Protection Program (PPP), Economic Injury Disaster Loan (EIDL), and Restaurant Revitalization Fund (RRF) cases. Notably, Mr. Shamoun and his team recently represented a client under IRS criminal investigation for their alleged misuse of PPP and EIDL funds. Despite a nearly 100 percent conviction rate by the IRS and the Department of Justice, Mr. Shamoun and his brilliant tax controversy attorneys negotiated a conclusion to the matter with the U.S. Attorney’s Office which avoided criminal indictment altogether.

Mr. Shamoun and his team have successfully assisted in preparing and claiming Employee Retention Tax Credits (ERTC) for eligible small businesses who retained employees during the pandemic. Eligible businesses could receive as much as $26,000 per employee, and Mr. Shamoun, along with his accomplished team, have assisted and worked with numerous business owners earning millions in tax credits.

Mr. Shamoun is an adjunct professor at the University of San Diego School of Law and the University of San Diego School of Business, where he teaches classes including Tax Practice and Penalties and Federal Tax Procedures and Policies. Mr. Shamoun sits on the University of San Diego School of Law Board of Visitors and the University of San Diego School of Business Board of Advisors. He is a consistent financial supporter of the University of San Diego and has established annual scholarships at the University of San Diego School of Law and the University of San Diego School of Business in his name to encourage student success and growth in our community.

In 2016, Mr. Shamoun co-founded the nationally acclaimed University of San Diego School of Law – RJS LAW Tax Controversy Institute. Since then, Mr. Shamoun and USD annually bring together the nation’s most renowned tax attorneys, CPAs, enrolled agents, and tax preparers to discuss the latest news and practices in tax. The Institute has raised thousands of dollars for student educational scholarships.

Mr. Shamoun is the recipient of numerous honors and awards. In 2017, Mr. Shamoun was honored with the prestigious University of San Diego School of Law Distinguished Alumni Award, USD Law’s highest honor. This highly esteemed designation has only been bestowed upon 83 of the University’s most acclaimed graduates since its inception in 1977.

In 2017, Mr. Shamoun was recognized for his stellar client reviews and recommendations from other attorneys in the community, and he was awarded the Client’s Choice Award in all his practice areas: tax, business, trusts, and real estate. Since 2013, Mr. Shamoun has been recognized by Martindale-Hubbell as an AV Preeminent attorney, the highest peer rating standard given to attorneys ranked at the highest level of professional excellence for their legal expertise, communication skills, and ethical standards by their peers.

Mr. Shamoun is a frequent legal commentator for many media outlets. He has been featured on Fox 5 News, ABC Channel 10 News, KUSI News, and NBC 7 News in San Diego for his legal expertise. He is also a legal and tax contributor to the San Diego Union Tribune and the San Diego Business Journal.

Mr. Shamoun is a proud San Diego native and a three-time graduate of the University of San Diego. He received his Bachelor of Arts (B.A.) in Accountancy in 1998, his Juris Doctor (J.D.) in 2002, and his Master of Laws in Taxation (LL.M.) in 2003. During his undergraduate education, Mr. Shamoun was a founding father of the USD chapter of Lambda Chi Alpha Fraternity.

Outside of his legal practice, Mr. Shamoun is an active member and steadfast advocate for the local San Diego community. He is the owner of the 2020 winner for the Union Tribune’s San Diego’s Best coffee shop, Café Bella, in Ocean Beach, California. Additionally, Mr. Shamoun is a real estate and business investor.

Mary B. Hevener, Esq., Partner | 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.

William B. Sherman, Esq., Partner | 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.

Thomas M. Giordano-Lascari, Esq., Partner | Greenberg Glusker

Thomas Giordano-Lascari is a Partner in the Private Client Services Group with nearly two decades of experience in advising high-net-worth individuals and closely-held businesses with international income tax and estate planning issues.

Highly regarded for his expertise in representing global families with footprints in multiple jurisdictions, Thomas assists clients in structuring their worldwide assets to maximize family objectives and minimize income and transfer taxes. Thomas frequently aids clients with pre-immigration planning, foreign investments in the United States, U.S. residency planning and management, and expatriation planning. He frequently provides sought-after guidance on foreign trusts to foreign fiduciaries, U.S. beneficiaries, and grantors, addressing compliance obligations and tax consequences.

Thomas is Chair of the Los Angeles Chapter of the Society of Trust & Estate Practitioners (STEP) and is listed in the Private Client Global Elite Directory, a list of elite professionals around the world. He also frequently speaks on international tax legislation and tax strategies relating to foreign trusts, outbound planning, and global intangible low-taxed income (GILTI) inclusions, among other international income tax and estate planning topics.

Maria-Soledad Otero, Esq., Partner | Karlin & Peebles

Maria began her career in the International Assignment Services department of a Big Four accounting firm in Switzerland, consulting with individuals required to deal with multiple taxing jurisdictions. At first in Lausanne and, beginning in 2004, in Los Angeles, Maria worked with a broad range of clients including corporate executives on international assignments, multinational high net worth individuals and families, business owners and investors. In August 2006, she moved to a well-known national firm of certified public accountants, with her practice concentrated on cross-border tax planning and compliance.

Maria joined Karlin & Peebles, LLP in 2011 and became a partner in 2018. She advises on a broad range of international tax and estate planning matters, working with both individuals and families with cross-border businesses and investments as well as corporate clients seeking to optimize their worldwide effective tax rate and to reduce foreign taxes through tax-efficient financing, efficient cash management, repatriation of earnings to the U.S. and transfer pricing analyses.

Lori Hellcamp, Esq., Partner | 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.

Joshua Odintz, Esq., Partner | Holland & Knight

Joshua D. Odintz is a tax attorney in Holland & Knight’s Washington, D.C., office. Mr. Odintz focuses on tax policy, tax controversy and withholding tax matters. He also advises clients on domestic and international tax controversy matters at all phases, from audit and administrative appeals through litigation.

Mr. Odintz also has experience handling cases involving methods of accounting, transfer pricing, Section 199, research credit, tax accounting, privilege and work product, among others.

Mr. Odintz represents clients before the U.S. Department of the Treasury, Internal Revenue Service (IRS), U.S. Congress and the Organisation for Economic Co-operation and Development (OECD). He assists clients in seeking legislative and regulatory changes to tax laws, as well as monitoring key legislative and regulatory developments. He has successfully worked with clients to obtain changes in U.S. tax reform bills, Section 385 regulations of the Internal Revenue Code (debt/equity rules) and Foreign Account Tax Compliance Act (FATCA) regulations.

Sam K. Kaywood, Esq., Partner | 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.

David M. Rievman, Esq., Partner | Skadden, Arps, Slate, Meagher & Flom

David Rievman 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.

Alexander Lee, Esq., Partner | 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.

Samuel T. Greenberg, Esq., Divisional Vice President, Tax and Counsel | Harbor Freight Tools

Samuel Greenberg is the Divisional Vice President, Tax & Counsel at Harbor Freight Tools, where he is responsible for all facets of tax planning. He has experience in all aspects of federal taxation and concentrates primarily on the use of pass-through entities in formations, acquisitions, dispositions, mergers and restructurings. He has also worked extensively with ultra-high-net-worth families, investment funds and tax-exempt entities. Mr. Greenberg is a frequent speaker at industry forums and tax conferences. He also teaches partnership tax at the University of Southern California Gould School of Law and has previously taught income tax timing at Loyola Law School.

Andrew T. Davis Esq., Partner | 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.

Karen Gilbreath Sowell, Esq., Principal | 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., Partner | 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., Principal | Ernst & Young LLP.

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

William S. Dixon, Esq., Managing Director | Citigroup Global Markets

Will is an investment banker and Managing Director at Citigroup Global Markets Inc., where he focuses on tax-advantaged domestic and cross-border M&A transactions, capital structure solutions and financings for public and private companies, including mergers, acquisitions, spin-offs and other divestitures, buy-outs, and SPAC transactions. He also is a member of the firm’s Fairness Opinion Committee.

Will speaks frequently about U.S. federal income tax matters at tax conferences and other forums. Will previously taught classes on the taxation of securities and derivatives and the taxation of partnerships as an adjunct assistant professor at Brooklyn Law School. He has also taught as an adjunct at the Peter J. Tobin School of Business at St. John’s University and given guest lectures for classes at numerous schools, including Harvard Law School and NYU’s Leonard N. Stern School of Business.

Prior to joining Citigroup, Will was a Senior Attorney at Cravath, Swaine & Moore LLP, a law firm in New York City; he earned his J.D. (magna cum laude) from Boston University School of Law and, unlike many, really enjoyed law school!

Jonathan R. Neuville, Esq., Senior Technician Reviewer | Internal Revenue Service

Jonathan Neuville is a Senior Technician Reviewer in Branch 1 of the Office of Associate Chief Counsel (Corporate) in Washington, DC. During his time at Chief Counsel, Jonathan has worked on numerous private letter rulings and regulations.

Jonathan has worked for the Office of Associate Chief Counsel (Corporate) since 2018. Prior to joining the Office of Associate Chief Counsel (Corporate), Jonathan was a managing associate at Linklaters LLP, where he advised on the federal income tax consequences of domestic and cross-border mergers, acquisitions, spin-offs, and other acquisition and divestiture types.

Jonathan received a B.B.A. from the University of Wisconsin-Madison, a J.D. from Arizona State University College of Law, and an LL.M. from Georgetown University Law Center.

Amanda H. Nussbaum, Esq., Partner | Proskauer Rose

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

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

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

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

Anne Kim, Esq., Partner | 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.

Trevor R. Allen, Esq., Partner | Skadden, Arps, Slate, Meagher & Flom

Trevor Allen advises clients on a broad range of U.S. tax matters, including the tax aspects of mergers and acquisitions, spin-offs, joint ventures, investment fund formations, foreign investments in the U.S., transactions involving REITs, and IPOs, including “UP-C” IPOs. He also has experience with tax controversies and obtaining private letter rulings from the IRS.

Joe Soltis, Esq., Partner | Freshfields

Joe is a tax partner based in our New York office. Joe represents clients across multiple industries on US and international tax-related aspects of transactional deals, including domestic and cross-border taxable and tax-free mergers and acquisitions, recapitalizations, financing arrangements, investments, partnerships and joint ventures, bankruptcy reorganizations, securities issuances, and real estate matters.

Isaac J. Wheeler, Esq., Partner | Sullivan & Cromwell

Isaac Wheeler is the co-head of the Firm’s Tax Group. He represents a wide range of clients, including financial institutions and other multinational corporations, asset managers, real estate developers, and private individuals. Mr. Wheeler works on M&A, real estate, joint venture, hedge fund, private equity, and partnership transactions. He also regularly works with S&C’s Estates and Personal Group in advising families and individuals in connection with their estate planning transactions and their worldwide investments.

Jameson S. Lloyd, Esq., Partner | Sullivan & Cromwell

Jameson is a partner in the Firm’s Tax Group. His practice focuses on tax aspects of public and private mergers, acquisitions, spin-offs and other restructurings, fund formations, real estate acquisitions, securities offerings and corporate financings. He has been particularly active in advising foreign-parented multinationals with respect to U.S. debt-equity issues. He has also represented clients in tax controversy matters before IRS audit and appeals functions. Jameson’s pro bono work has focused on tax-related projects with LGBT nonprofit organizations.

Andrea M. Whiteway, Esq., Principal | 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.

Kate Kraus, Esq., Partner | Covington & Burling

Kate Kraus is nationally recognized and has more than 20 years of experience in tax planning and structuring. She advises on a wide range of partnership, corporate, and real estate matters, including joint ventures, fund formations, financing transactions, mergers and acquisitions, restructurings, liquidations, debt workouts, bankruptcies, and REIT transactions.

Kate also advises and represents clients in federal and state tax controversies. She is a leading authority on the new partnership audit rules that were enacted by the Bipartisan Budget Act of 2015 (the BBA). Kate’s work in this area includes the Bloomberg BNA Tax Management Portfolio on the BBA, for which she was named Tax Portfolio Author of the Year by Bloomberg BNA in 2023. She is also Conference Co-Chair of Practicing Law Institute’s Understanding the BBA Partnership Audit Rules conference.

Kate is often asked to speak at conferences around the country. She has published articles in Tax Notes and Corporate Taxation and has served as a contributing author of Colliers on Bankruptcy Taxation. Her comments have also appeared in numerous publications, including The New York Times, the Forbes Money and Market blog, Tax Notes, the Bloomberg Daily Tax Report, and Law360.

Ossie Borosh, Esq., Principal | KPMG

Ossie’s practice focuses on partnership taxation and issues relating to investment funds including private equity funds and real estate funds. Ossie served as an attorney-adviser, and then a senior counsel, in the Office of Tax Legislative Counsel at the U.S. Department of the Treasury specializing in partnership taxation issues, where she had primary responsibility for development and publication of guidance, in collaboration with the IRS Office of Chief Counsel, relating to partnership tax projects on the IRS Priority Guidance Plan and also contributed to other projects in the partnership area.

Among the areas for which she developed or contributed to the development of guidance were proposed regulations regarding the centralized partnership audit regime under the Bipartisan Budget Act of 2015; final regulations under section 7704 regarding qualifying income of publicly traded partnerships from minerals and other natural resources; temporary regulations under section 721(c) relating to transfers of property by U.S. persons to partnerships with related foreign partners; temporary regulations under section 704(b) relating to creditable foreign tax expenditures; and final regulations, temporary regulations, and proposed regulations regarding disguised sale of property to partnerships and allocations of partnership liabilities.

Ossie is a frequent participant in panels relating to partnership tax issues and has spoken at many conferences, including those sponsored by the American Bar Association Section of Taxation, The Practising Law Institute, the American Law Institute, and the New York State Bar Association.

Ossie has authored articles that have appeared in publications including The American Law Institute – American Bar Association Continuing Legal Education Course of Study’s Creative Tax Planning for Real Estate Transactions and BNA Tax Management Real Estate Journal.

Robert D. Schachat, Esq., Managing Director | 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.

Adam Handler, Esq., Retired Principal | PwC

Julanne Allen, Esq., Principal | PwC US Tax

Partner, M&A Tax, PwC US

Rafael Kariyev, Esq., Partner | Debevoise & Plimpton

Rafael Kariyev is a tax partner and a member of the firm’s Tax Department who focuses his practice on tax planning in connection with private equity fund formation and M&A transactions. He regularly advises private equity funds on tax issues at all levels of the fund structure, including for Ara Partners Group Elliott Management, Morgan Stanley, Prosperity Life Insurance Company, Providence Equity Partners, PSG, KKR, Odyssey, Rithm Capital, TPG, Tikehau Capital and Wafra.

In addition, Mr. Kariyev regularly advises clients on tax structuring the acquisition, holding and disposition of portfolio companies, both pass-throughs and corporations, as well as transactions involving the restructuring and sale of existing funds and sales of asset managers. Mr. Kariyev also leads the tax aspects in the firm’s Private Fund Transactions Group, where he regularly provides tax advice to general partners, secondaries fund sponsors, sovereign wealth funds and other investors on secondary transactions, GP-led restructurings and tender offers, co-investments and GP staking transactions.

Mr. Kariyev is recommended by Chambers USA (2024), where he is described as “very sharp” and “a hard-working, pragmatic and practical partner.” He is also recognized by The Legal 500 US (2024) for his experience in U.S. tax, where clients report that he “is highly skilled and extremely knowledgeable.”

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

Samuel D. Krawiecz, Esq., Associate | Debevoise & Plimpton

Mr. Krawiecz joined Debevoise in 2015. Mr. Krawiecz received a J.D. from Harvard Law School magna cum laude in 2015. He served as executive editor of the Harvard Business Law Review. He received a Bachelor of Talmudic Studies from Beth Medrash Govoha in 2010. Mr. Krawiecz is the author of “Why the Lack of Interest in Interest? Another Look at Preferences and Secured Creditors,” 5 Harv. Bus. L. Rev. Online 107 (2015) and a co-author of “Continuation Funds: Tax Considerations,” Tax Notes Federal (December, 2023).

Sarah Haradon, Esq., Attorney-Advisor | Office Of Tax Policy, US Department Of Treasury

Attorney-Advisor, Office Of Tax Policy, Us Department Of Treasury, Washington, DC.

Richard G. Blumenreich, Esq., Special Counsel to Associate Chief Counsel | Revenue Service

Richard Blumenreich joined the Internal Revenue Service as a Special Counsel in the Office of the Associate Chief Counsel (Passthroughs & Special Industries) in October 2022. He is currently focused primarily on guidance projects related to various recently enacted tax credit provisions, provisions related to the elective pay and transfer regimes of sections 6417 and 6418, and the partnership aspects of the corporate alternative minimum tax.

Prior to joining the IRS Chief Counsel’s Office, Richard Blumenreich was principal-in-charge of the KPMG’s Washington National Tax Credit and Energy Advisory Services Group and member of the Passthroughs Group. He advised numerous companies on issues and transactions involving partnerships and energy, historic, and other tax credits. This work included assisting companies in developing tax-efficient investment structures, such as the so-called partnership flip, sale-leaseback, and inverted lease; performing due diligence reviews; preparing tax opinions; reviewing financial models; and providing general federal income tax advice.

Prior to joining KPMG, Richard was with the Internal Revenue Service’s Office of Chief Counsel (1985-1993) where he was an Assistant Branch Chief in the Office of the Assistant Chief Counsel (Passthroughs & Special Industries) and an Attorney-Advisor in the Legislation and Regulations Division. While at the IRS, he worked extensively on regulations and rulings regarding the taxation of partnerships, tax credits, and depreciation.

Richard is a former member of the Committee on Government Submissions of the American Bar Association (Tax Section) and a former Chair of the Capital Recovery and Leasing Committee of the American Bar Association (Tax Section). He is a member of the New York State Bar.

Richard has written articles for various publications and has spoken at various conferences, including articles and speeches on rehabilitation tax and energy tax credits, partnerships and depreciation, and Opportunity Zones.

Richard has a masters of law in taxation degree from Georgetown University (1989), a juris doctor degree from Boston University (1985), and a bachelor’s degree in business and economics from Lehigh University (1982).

David Franklin, Esq., Principal | Ernst and Young LLP

Ashley Lu, CPA, Senior Manager | Ernst and Young LLP

Jerald David August, Esq., Partner | August Tax Law, PC.

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).

Ronald A. Levitt, Esq., Shareholder | Dentons Sirote

Ronald Levitt is a shareholder in Dentons Sirote’s Birmingham, Alabama office, where he is a member of the Tax practice group and leads the Dentons Sirote Conservation Easement team. His practice focuses on federal and state controversy matters, including planning and defending conservation easements. Additionally, his practice focuses on business and tax planning, particularly for closely-held and family-owned businesses. Specifically, he counsels clients in business, succession, estate, and charitable deduction planning; entity formation; representation of S corporations, limited liability companies, and other flow-through entities; mergers and acquisitions; purchases and sales of businesses; and healthcare law by representing physician practices. Ronald frequently speaks at numerous tax clinics, conferences, forums, institutes, programs, seminars, and societies across the nation.

Stephen R. Looney, Esq., Shareholder | 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.

Larry J. Brant, Esq., Shareholder | Foster Garvey PC

Larry is Chair of the Foster Garvey Tax & Benefits practice group. His practice focuses on assisting public and private companies, partnerships, and high-net-worth individuals with tax planning and advice, tax controversy, and business transactions. He regularly advises clients in entity selection and formation, structuring mergers and acquisitions, joint ventures and other business transactions.

Larry represents a number of professional services clients in accounting, law, healthcare, behavioral health, dentistry, engineering and architecture. Additionally, he represents a large array of clients straddling several industries, including logistics, manufacturing, high tech, recycling, construction, real estate and maritime.

Larry is a past Chair of the Oregon State Bar Taxation Section. He was the long term Chair of the Oregon Tax Institute and is currently a member of the Board of Directors of the Portland Tax Forum. Larry is an Expert Contributor to Thomson Reuters Checkpoint Catalyst. He is a Fellow in the American College of Tax Counsel.

Larry publishes articles on numerous income tax issues, including Taxation of S Corporations, Reasonable Compensation, Circular 230, Worker Classification, § 1031 Exchanges, Choice of Entity, Entity Tax Classification, and State and Local Taxation. In addition, he regularly speaks at national, regional and local tax institutes, including the NYU Tax Institute, the Florida Tax Institute, the NYU Tax Conferences in July, the Portland Tax Forum, the OSCPA Annual State and Local Tax Conference, the OSCPA Annual Real Estate Conference, the OSCPA Annual Forest Products Conference, the IRS Tax Practitioners Forum, the Northwest Federal Tax Conference and the Oregon Tax Institute.

Larry was the 2015 Recipient of the Oregon State Bar Tax Section Award of Merit, recognizing him for professionalism, reputation, leadership, and service to the tax community and the community at large.

He is the Editor and an author for Larry’s Tax Law, a blog dedicated to providing technical support to tax and accounting professionals.

Stephen M. Breitstone, Esq., Partner | 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., Counsel | 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.

Terence Floyd Cuff, Esq., Of Counsel | 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.

C. Wells Hall, III, Esq., Partner | 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.

Bryan C. Skarlatos, Esq., Partner | Kostelanetz

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 is internationally recognized for his work on tax controversies, audits, appeals and litigation, criminal tax investigations, and white-collar criminal prosecutions. Bryan also has an active practice providing tax and estate planning advice.

Sanford J. Schlesinger, Esq., Founding Partner | 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”.

John W. Porter, Esq., Partner | 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.

Allison M. Hirsh, Esq., Special Counsel | Sheppard Mullin

Allison Hirsh is special counsel in the Tax, Employee Benefits, and Trusts and Estates Practice Group in the firm’s San Diego (Del Mar) office.

Areas of Practice

Allison’s practice focuses on estate planning, estate and trust administration, estate and gift taxation, business succession planning, and charitable giving. She works with clients to implement sophisticated wealth transfer techniques and advises on advanced planning to minimize income, gift, estate and generation-skipping transfer taxes. In addition, Allison counsels fiduciaries and beneficiaries with respect to complex estate and trust administration matters.

Gary L. Fletcher, Esq., Senior Partner | Frazer Ryan Goldberg & Arnold

Gary L. Fletcher joined Frazer Ryan Goldberg & Arnold LLP as a Senior Partner in 2024 after 35 years practicing at Nystedt & Fletcher PLLC. He is both an Attorney and a CPA.

Gary is a Fellow of the American College of Trust and Estate Counsel (ACTEC), where he serves as a member of the Asset Protection and Fiduciary Income Tax Committees. His practice focuses on estate, gift, and income taxation, with a concentration in wealth and estate planning and preservation, tax, trust formation and administration, charitable gift planning, complex business transactions and trust, probate, and select commercial litigation, including mediation, alternative dispute resolution and representation before state and federal courts and administrative agencies.

Gary is a graduate of the University of Arizona James E. Rogers College of Law, where he was a published member of the Arizona Law Review and subsequently served as a Note and Comment Editor on the Editorial Board. He served as a legislative intern for the Arizona House of Representatives Ways and Means Committee between undergrad and law school (Spring, 1986). Gary has served on the Board of Directors of Casa de los Ninos for the past 18 years and as President of the Casa de los Ninos Foundation from 2008 to 2015.

He was a member of the Arizona State Bar Probate and Trust Executive Council from 2013 through 2019, where he served as Treasurer and was active on the Council’s subcommittee advocating for Probate and Trust Section concerns regarding the legislation recently enacted as the Arizona Limited Liability Company Act. Gary currently serves on the State Bar of Arizona Business Section Executive Council and the State Bar of Arizona Tax Section Executive Council. He is a frequent national speaker on the Corporate Transparency Act before ACTEC and other professional organizations.

Karin Prangley, Esq., Managing Director, Senior Wealth Planner | Brown Brothers Harriman & Co.

Karin Prangley is a Senior Wealth Planner in the Chicago Multi-Family Office of BBH. She has spent her entire career advising successful individuals and business owners on the preservation of wealth. Karin’s particular expertise ranges from saving income and estate taxes on the sale of a business, to assisting clients with the achievement of their philanthropic goals, to preparing the next generation to inherit liquid wealth or a going-concern family business. Karin also serves as a valued member of her clients’ advisory teams by coordinating the legal and tax structure of her clients’ assets and family offices.

Prior to joining the firm, Karin was a Partner in private legal practice at the estate planning and administration group of Krasnow Saunders LLP and an Associate in the trusts and estates groups of Arnold & Porter LLP and Winston & Strawn LLP. Karin is a fellow of the American College of Trust and Estate Counsel, an elite trusts and estates organization where admission is based on professional reputation, expertise in tax law, and contribution to the legal field.

She received a B.A. (summa cum laude) from Mount St. Mary’s University and a J.D. from the University of Virginia School of Law, where she was elected to the Order of the Coif and was published in the Virginia Tax Review.

Ross Bruch, Esq., Managing Director, Senior Wealth Planner | Brown Brothers Harriman & Co

As a Senior Wealth Planner in the Philadelphia office, Ross works with and advises successful individuals and business owners on the preservation, growth, and transfer of wealth.

Prior to joining the firm in 2017, Ross was in private legal practice at a large Philadelphia law firm, where he focused on estate and gift tax planning, tax-exempt organizations, and closely held business succession planning.

In an effort to enhance his ability to help his clients and their families thrive, Ross recently obtained a master’s degree in applied positive psychology from the University of Pennsylvania. Additionally, he received a B.A. from the University of Pennsylvania, where he graduated cum laude, an LL.M. in taxation from the Temple University Beasley School of Law, and a J.D. from the University of Pennsylvania Law School.

Domingo P. Such III, Esq. | Partner, Perkins Coie

Domingo Such serves as the firmwide chair of the Family Office Services practice, a multi-disciplinary practice representing family offices and quasi-family office arrangements comprised of operating companies, boards of directors, fiduciaries, and beneficiaries. He also serves on the Firmwide Partner Compensation Committee and the Firm’s Strategic Diversity Committee. Using his MBA education and business acumen, he advises public and private businesses and single and multifamily offices (including trustees and trust companies), serving as general counsel and driving their legal strategy in significant and complex matters.

On behalf of family office clients, he participated in obtaining the 2020 year-end SEC ruling favorable to family offices building on the seminal family office exclusion obtained by the firm ten years prior in partnership with the Private Investor Coalition. Recently, he has been a part of the direct investment and monetization of portfolio companies through SPACs and PIPEs. He provides innovative and timely advice on income, gift, estate and generation-skipping transfer tax planning matters, charitable giving and planning for succession of ownership during life and at death through estates and trusts. Chambers Global High Net Worth Guide notes that Domingo “understands the family implications and emotional implications of estate plans.” His representation of wealthy families and high- net worth individuals is distinctive for its business pragmatism that contributes to transactions coming to fruition and holistic relations-based solutions for family systems and the family members.

DAY 1: SUNDAY, NOVEMBER 17, 2024

CURRENT DEVELOPMENTS | 1:45pm – 2:00pm

Chair: Jennifer Acuña, Esq., Principal, Federal Tax Legislative and Regulatory Services, KPMG, Washington, DC

LEGISLATIVE UPDATE | 2:00pm – 3:15pm
A review of legislation enacted, considered and pending in the current congressional session.

Jennifer Acuña, Esq., Principal, Federal Tax Legislative and Regulatory Services, KPMG, Washington, DC

THE TREASURY AGENDA | 3:15pm – 4:05pm
A review of recently issued and pending Treasury guidance. US Department of the Treasury Representatives will be invited to attend

Break | 4:05pm – 4:15pm

IRS ENFORCEMENT EFFORTS AND THE PATH AHEAD | 4:15pm – 5:45pm
The IRS has a Congressional mandate and $60 billion in supplemental long-term funding to implement an array of new and expanded programs. The IRS’s former Commissioner, Chief Counsel (SD only), and Counselor to the Commissioner provide context for the many challenges ahead regarding enhanced enforcement and related efforts focused on digital assets, large corporations, large partnerships, high-income and high-wealth individuals and other current IRS priorities.

Moderator: Charles P. Rettig, Esq., Shareholder, Chamberlain, Hrdlicka, White, Williams & Aughtry, PC, Los Angeles, CA
Thomas A. Cullinan, Esq., Shareholder, Chamberlain, Hrdlicka, White, Williams & Aughtry, PC, Atlanta, GA
Michael J. Desmond, Esq., Partner, Gibson, Dunn & Crutcher, Los Angeles, CA and Washington, DC

FROM THE EXPERTS: PROFESSIONAL RESPONSIBILITY ISSUES IN YOUR TAX PRACTICE | 5:45pm – 6:45pm
Join a leading group of tax practitioners from both the private sector and the government in an open discussion regarding the many ethical and professional challenges that arise when representing taxpayers in a dispute with the IRS. This highly experienced panel provides meaningful, practical “in the tax trenches” advice regarding various factual scenarios. Learn how to protect yourself . . . and your client.

Moderator: Frank Agostino, Esq., Founder & President, Agostino & Associates, PC, Hackensack, NJ
Sharyn M. Fisk, Esq., Director, Office of Professional Responsibility, Internal Revenue Service, Washington, DC
Ronson J. Shamon, Esq., Principal & CEO, RJS Law, A Tax Law Firm, San Diego, CA

Break | 6:45pm – 7:00pm

UPDATE ON IRS PAYROLL TAX AUDITS AND EXECUTIVE COMPENSATION AND FRINGE BENEFIT DEVELOPMENTS | 7:00PM – 8:45PM
This session covers the IRS’s announced audits of 40 companies (and partnerships) with respect to plane travel provided to executives, including whether income was properly imputed, and the correct amount of deductions claimed. It also covers the IRS’s continuing audits of company cafeterias, and pending litigation challenging these audits. Finally, this session reviews advance planning required under Code Section 162(m), in anticipation of the inclusion of 5 more executives, starting in 2026, in the group of executives with disallowed compensation deductions.

Mary B. Hevener, Esq., Partner, Morgan, Lewis & Bockius, Washington, DC

DAY 2: MONDAY, NOVEMBER 18, 2024

PRE-IMMIGRATION PLANNING FOR FOREIGN INDIVIDUALS MOVING TO THE US | 11:25am – 1:00pm
Foreign individuals who plan to move to the US are confronted with structuring and planning to minimize US income and estate and gift taxation. Such planning involves integrating the US inbound and outbound tax rules that apply to them both before and after the move with their home country tax rules. This session addresses the application of the US rules and planning considerations for such foreign individuals, and in some cases, their extended families.

Chair: William B. Sherman, Esq., Partner, Holland & Knight, Fort Lauderdale, FL
Thomas M. Giordano-Lascari, Esq., Partner, Greenberg Glusker, Los Angeles, CA
Maria-Soledad Otero, Esq., Partner, Karlin & Peebles, Los Angeles, CA

Break | 1:00pm – 1:15pm

CONTROLLED FOREIGN CORPORATION PLANNING | 1:15pm – 3:00pm
Subpart F imposes numerous rules that impose US taxation on US shareholders of CFCs. This session addresses the basic definitional provisions of both the historic subpart F income categories and the broader “GILTI” category. The presentation focuses on planning opportunities and traps for the unwary, as well as the use of various exceptions, including the same-country exception, the look-through rule for certain other payments between related CFCs, the active rent and royalty exception, and the high-tax exception.

Lori Hellkamp, Esq., Partner, Jones Day, Washington, DC

Lunch | 3:00pm – 4:15pm

PILLAR TWO IS UPON US! | 4:15pm – 5:30pm
This presentation provides an overview of the Pillar Two Model Rules and commentary. It pivots to a discussion of the state of global implementation, and then focuses on key issues that affect US-parented groups and foreign-parented groups doing business in the US. It also discusses how Pillar Two impacts mergers and acquisitions, as well as green energy credits.

Joshua Odintz, Esq., Partner, Holland & Knight, Washington, DC

Break | 5:30pm – 5:45pm

INTERNATIONAL MERGERS AND ACQUISITIONS: US TAX PLANNING CONSIDERATIONS | 5:45pm – 8:00pm
Recent years have seen an increase in cross border mergers and acquisitions. This session covers the US tax considerations for taxable and tax-free stock acquisitions of foreign companies, including CFC related issues, structuring for acquisitions of US companies, inversion issues, and recent developments in US international taxation.

William S. Dixon, Esq., Managing Director, Mergers and Acquisitions, Citigroup Global Markets, New York, NY
Sam K. Kaywood, Esq., Partner, Alston & Bird, Atlanta, GA
William B. Sherman, Esq., Partner, Holland & Knight, Fort Lauderdale, FL

Break | 8:00pm – 8:15pm

FUNDAMENTALS OF CORPORATE TAX | 8:15pm – 9:55pm
This session provides useful background that is helpful for attendees who do not have extensive experience in corporate taxation.

David M. Rievman, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom, New York, NY
Alexander Lee, Esq., Partner, Cooley, Los Angeles, CA

DAY 3: TUESDAY, NOVEMBER 19, 2024

S CORPORATIONS – SELECTED TOPICS AND M&A CONSIDERATIONS | 11:25am – 12:45pm
This panel explores challenges and opportunities in navigating the S Corporation rules and planning M&A transactions involving S Corporations.

Chair: David M. Rievman, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom, New York, NY
Samuel T. Greenberg, Esq., Divisional Vice President, Tax and Counsel, Harbor Freight Tools, Calabasas, CA
Andrew T. Davis Esq., Partner, Cravath, Swaine & Moore, New York, NY

Break | 12:45pm – 1:00pm

UPDATE ON TAX FREE SPIN-OFFS | 1:00pm – 2:30pm
This panel discusses key administrative and substantive developments in planning for divisive reorganizations and tax free spinoffs.

Karen Gilbreath Sowell, Esq., Principal, EY, Washington, DC
Jodi J. Schwartz, Esq., Partner, Wachtell, Lipton, Rosen, and Katz, New York, NY
Lulu Ma, Esq., Principal, National Tax M&A Group, EY, Los Angeles, CA
William S. Dixon, Esq., Managing Director, Mergers and Acquisitions, Citigroup Global Markets, New York, NY
Jonathan R. Neuville, Esq., Senior Technician Reviewer, Office of the Associate Chief Counsel (Corporate), Branch 1, Internal Revenue Service, Phoenix, AZ

TAX TREATMENT OF CERTAIN FEES PAID BY CORPORATE ISSUERS OF LOANS, DEBT OR EQUITY SECURITIES | 2:30pm – 3:30pm
This panel explores the tax treatment of fees paid by corporate issuers of loans, debt instruments, or equity securities, including fees for certain services, the purchase or funding of the securities, a commitment to purchase or fund the securities, or the exercise, waiver or modification of a right under the terms of the security.

Amanda H. Nussbaum, Esq., Partner, Proskauer Rose, New York, NY
Anne Kim, Esq., Partner, Kirkland & Ellis, Los Angeles, CA

Lunch | 3:30pm – 5:00pm

SHORT CIRCUIT: SHAREHOLDERS LOOK TO PULL THE PLUG ON THE SUPERCHARGED IPO | 5:00PM – 6:15PM
Understanding the current state of TRA litigation and M&A for umbrella partnerships.

Trevor R. Allen, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom, New York, NY
Joe Soltis, Esq., Partner, Freshfields, New York, NY

Break | 6:15pm – 6:30pm

RECENT CASE LAW AND ITS IMPLICATIONS FOR CORPORATE TAX PLANNING AND CHALLENGING REGULATORY ACTION | 6:30pm – 8:00pm
The presentation reviews recently decided cases with implications for corporate tax planning and challenging potential regulations, including Liberty Global, Loper Bright, and Varian. The speakers discuss what they mean for corporate taxpayers and how, if at all, the case law they will shape how Treasury and the IRS consider the scope of their rulemaking action.

Isaac J. Wheeler, Esq., Partner, Sullivan & Cromwell, New York, NY
Jameson S. Lloyd, Esq., Partner, Sullivan & Cromwell, New York, NY

Break | 8:00pm – 8:15pm

FUNDAMENTALS OF PARTNERSHIP AND REAL ESTATE TAXATION | 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.

Andrea M. Whiteway, Esq., Principal, EY, Washington, DC

DAY 4: WEDNESDAY, NOVEMBER 20, 2024

NAVIGATING THE BBA PARTNERSHIP AUDIT RULES: ANTICIPATING UNEXPECTED CURVES IN THE ROAD | 11:25am – 12:30pm
IRS audits under the BBA partnership audit rules are well underway. This panel discusses how the BBA rules are being implemented by the IRS, potholes to avoid with the Section 6226 push out election, and administrative adjustment requests. The panel also discusses the partnership terminations, including the cease-to-exist rules and failure-to-pay rules, and their potential impact on planning transactions.

Chair: Andrea M. Whiteway, Esq., Principal, EY, Washington, DC
Kate Kraus, Esq., Partner, Covington & Burling, Los Angeles, CA
Ossie Borosh, Esq., Principal, KPMG, Washington, DC

HOT LIKE-KIND EXCHANGE ISSUES | 12:30pm – 1:30pm
This panel covers 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 “like kind”; other current issues including legislative outlook.

Robert D. Schachat, Esq., Managing Director, BDO USA, Washington, DC
Adam Handler, Esq., Retired Principal, PwC, Los Angeles, CA

Break | 1:30pm – 1:45pm

PLANNING TO UTILIZE THE INFLATION REDUCTION ACT TAX CREDITS | 1:45Pm – 2:45pm
The Inflation Reduction Act of 2022 has numerous tax incentives for clean energy and energy efficiency. This presentation focuses on some of the incentives that may benefit the real estate industry, including investment and production tax credits (and bonus credits for certain locations) and the energy efficient commercial property deduction, as well as new transferability provisions.

Julanne Allen, Esq., Principal, PwC US Tax, Washington, DC

CONTINUATION FUNDS: PLANNING OPPORTUNITIES AND TAX ISSUES | 2:45pm – 3:45pm
As continuation funds are becoming more of an established tool in the private equity sponsor toolkit, novel tax issues are arising in the structuring of such transactions. This presentation covers a variety of issues that arise and several solutions that are used to address them.

Rafael Kariyev, Esq., Partner, Debevoise & Plimpton, New York, NY
Samuel D. Krawiecz, Esq., Associate, Debevoise & Plimpton, New York, NY

Lunch | 3:45pm – 5:00pm

HOT TOPICS IN PARTNERSHIP AND REAL ESTATE TAXATION: LEGISLATIVE AND REGULATORY DEVELOPMENTS | 5:00pm – 5:45pm
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 government officials about what’s important, why it’s important, and what the government is doing about it.

Sarah Haradon, Esq., Attorney-Advisor, Office of Tax Policy, US Department of Treasury, Washington, DC
Andrea M. Whiteway, Esq., Principal, EY, Washington, DC
Richard G. Blumenreich, Esq., Special Counsel to Associate Chief Counsel (Passthroughs & Special Industries), Internal Revenue Service, Washington, DC

NAVIGATING THE NEW RELATED PARTY BASIS ADJUSTMENT GUIDANCE | 5:45pm – 6:45pm
This panel addresses the recent Treasury and IRS guidance on related party basis adjustments. The presentation includes a walkthrough of the technical rules as well as examples of key types of transactions subject to the guidance.

David Franklin, Esq., Principal, EY, New York, NY
Ashley Lu, CPA, Senior Manager, EY, Washington, DC

Break | 6:45pm – 7:00pm

PARTNERSHIP LIABILITY ALLOCATIONS –WHY THEY MATTER AND HOW TO ALLOCATE LIABILITIES | 7:00pm – 8:00pm
Recent case law is analyzed in the context of partnership liability allocations under Section 752 and the presentation explores how liabilities may to be allocated under various scenarios.

Andrea M. Whiteway, Esq., Principal, EY, Washington, DC

DAY 5: THURSDAY, NOVEMBER 21, 2024

A “SIRIUS” ISSUE: APPLICATION OF THE SELF-EMPLOYMENT TAX AND SOCIAL SECURITY TAXES TO LIMITED PARTNERSHIPS, LLCs AND S CORPORATIONS | 11:25am – 12:40pm
This presentation reviews the present state of the law regarding the application of the self-employment tax and social security taxes to LLC members, S corporation shareholders and limited partners of a limited partnership. The discussion reviews the history of the self-employment tax and the Tax Court’s “functional analysis” test which it recently applied to limited partners in the Sirius Solutions and Soroban Capital Partners cases.

Chair: Jerald David August, Esq., Partner, August Tax Law, PC, Philadelphia, PA
Ronald A. Levitt, Esq., Shareholder, Dentons Sirote, Birmingham, AL
Stephen R. Looney, Esq., Shareholder, Dean Mead, Orlando, FL

Break | 12:40pm – 12:50pm

A MAGICAL MYSTERY TOUR THROUGH SUBCHAPTER S – A LOOK AT SOME OF THE TWISTS AND TURNS | 12:50pm – 2:00pm
While Subchapter S is regarded as the preferred tax regime to be elected by owners of small business, there are deceptive and/or obscure, provisions of Subchapter S that could catch the unwary off guard. This session addresses a few of these “treacherous” obstacles along the Subchapter S highway including the passive investment tax and impact of excessive passive income on S corporations with C E&P, and the impact of a fraudulent S corporation return on the shareholders.

Larry J. Brant, Esq., Shareholder, Foster Garvey PC, Portland, OR

INCOME TAX AND TAX ACCOUNTING CONSEQUENCES ON CONTINGENT PAYMENT SALES OF PRIVATELY OWNED BUSINESSES: WRESTLING WITH EARN-OUTS; HOLDBACKS AND ESCROWS | 2:00pm – 3:15pm
This presentation reviews the potential adverse income tax impacts and related financial treatment when an operating business is sold in situations where contingent payments or claw backs are part of the bargained-for-exchange. Included in the discussion: (i) the avoidance of gain acceleration with respect to a deferred payment sale of a business, (ii) the proper tax owner of funds in a holdback or escrow arrangement; (iii) the treatment of contingent debt obligations received in a sale of business; (iv) the terms and tax impacts of earn-out provisions for buyer protection; and (v) protecting the seller on contingent consideration buy-outs.

Stephen M. Breitstone, Esq., Partner, Meltzer, Lippe, Goldstein & Breitstone, Mineola, NY & New York, NY
Jerome M. Hesch, Esq., Counsel, Meltzer, Lippe, Goldstein & Breitstone, Boca Raton, FL

Lunch | 3:15pm – 4:30pm

TAX CONTROVERSIES IN THE SPOTLIGHT: HOW TO CHALLENGE IRS REGULATIONS TODAY; CAN TREASURY’S PARTNERSHIP REGULATIONS SURVIVE POST-CHEVRON? | 4:30pm – 6:15pm
Loper Bright and Corner Post, both landmark Supreme Court decisions, have already had a major impact on tax law and its administration. Court challenges have already been filed and even addressed by judicial review. Chevron deference in the area of federal taxation has been labeled “tax exceptionalism” in describing the courts’ yielding to IRS regulations which, with force of law, interpret provisions of the Code. Chevron deference no longer applies to tax regulations and even long-standing regulations may be vulnerable to challenge, aided by an extended statute of limitations under the Administrative Procedures Act (APA) based on the Corner Post decision. Tax lawyers and advisors must understand the implications of these decisions. Focus is given to the Administrative Procedures Act and then pivots to address the anti-abuse regulations contained in the partnership law. Which partnership tax regulations are vulnerable to Chevron Repeal?

Terence Floyd Cuff, Esq., Of Counsel, Loeb & Loeb, Los Angeles, CA

BREAK | 6:15pm – 6:30pm

MERGERS AND ACQUISITIONS OF CLOSELY-HELD S AND C CORPORATIONS IN PRIVATE EQUITY, UP-C, AND DOMESTIC AND CROSS BORDER SPAC TRANSACTIONS | 6:30pm – 8:00pm
This presentation reviews the general patterns where a privately owned company is acquired by another privately owned company in either an all stock, all asset or stock sale treated as a “deemed asset sale” under Sections 338 or 336(e). This discussion focuses on the tax outcomes to the buyer and the seller and important characterization and timing issues. Use of equity rollovers and other contingent consideration methods are discussed as well as private equity acquisitions of US based target companies.

Jerald David August, Esq., Partner, August Tax Law, PC, Philadelphia, PA
C. Wells Hall, III, Esq., Partner, Nelson Mullins Riley & Scarborough, Charlotte, NC

Break | 8:00pm – 8:15pm

THE TAX ADVISOR AS PROVIDER OF TAX INSURANCE AND PENALTY PROTECTION: ETHICAL GUARDRAILS AND LIMITS AND MALPRACTICE RISKS | 8:15pm – 9:55pm
This presentation analyzes the function and role of transactional tax lawyers and tax advisors in advising clients by rendering tax opinions and providing a degree of insurance to their clients. There is the related issue of the tax advisor’s opinion as providing “penalty protection” in the event the IRS raises a successful challenge to the treatment of an item on the taxpayer’s return. However, this form of “insurance” is not unconditional in most cases unless a “will” opinion standard is required by the client. This segment discusses the ethical rules and principles. In additional to relevant ethical standards to be followed in rendering opinions, the subject of third-party tax insurance is also discussed.

Bryan C. Skarlatos, Esq., Partner, Kostelanetz, New York, NY
Jerald David August, Esq., Partner, August Tax Law, PC, Philadelphia, PA

DAY 6: FRIDAY, NOVEMBER 22, 2024

CURRENT DEVELOPMENTS IN ESTATE PLANNING AND TAXATION | 11:25am – 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.

Co-Chairs: Sanford J. Schlesinger, Esq., Founding Partner, Schlesinger Lazetera & Auchincloss, New York, NY
John W. Porter, Esq., Partner, Baker Botts, Houston, TX
Allison M. Hirsh, Esq., Special Counsel, Sheppard Mullin, San Diego, CA

STATE INCOME TAXATION OF TRUSTS AFTER NC DEPARTMENT OF REVENUE v. KAESTNER | 12:30pm – 1:30pm
In North Carolina Department of Revenue v. Kimberley Rice Kaestner 1992 Family Trust (SCOTUS, 2019), the US Supreme Court held that the Due Process Clause prevents a State from taxing accumulated but undistributed income of a trust based solely on the in-state residence of a contingent beneficiary of that trust. Carefully limiting its holding to the facts of the case, the Court expressed no opinion on trust taxation based on beneficiaries’ residence whose relationship to the trust differs from that presented in Kaestner. The Court held that for the State to have sufficient nexus to tax a trust, “the Constitution requires that the resident have some degree of possession, control, or enjoyment of the trust property or a right to receive that property before the State can tax the asset. Otherwise, the State’s relationship to the object of its tax is too attenuated to create the ‘minimum connection’ that the Constitution requires.” Because the beneficiaries of the Kaestner Trust received no income from the Trust, had no right to demand income from the Trust, and had no assurance that they would eventually receive a specific share of Trust income, the Court held that the beneficiaries’ residence could not “serve as the sole basis for North Carolina’s tax on trust income.” A number of states subject a non-grantor trust to taxation if (i) the trust is set up by a resident, (ii) the settlor is a resident at the time the trust becomes irrevocable, (iii) the trustee is managed or administered in the state, (iv) the trust holds assets, such as real estate, sitused in the state, and/or (v) the laws of the state are made applicable to the trust. What is enough to subject a trust to state taxation under the due process clause after Kaestner? This discussion will be of interest to all estate planners who engage in trust forum shopping.

C. Wells Hall, III, Esq., Partner, Nelson Mullins Riley & Scarborough, Charlotte, NC

Break | 1:30pm – 1:45pm

THE CORPORATE TRANSPARENCY ACT – THE CURRENT COMPLIANCE REQUIREMENTS | 1:45pm – 3:00pm
The Corporate Transparency Act (CTA), which went into effect on January 1, 2024, requires certain business entities to report identifying information to FinCEN, including that of any beneficial owners – those who either hold at least at 25% ownership interest or who exercise substantial control over the reporting company. LLCs, limited partnerships and other closely held entities created as part of estate planning are likely considered reporting companies; those held by trusts may also render the trust as a beneficial owner. Information about trustees, beneficiaries and grantors or settlors of trusts may therefore need to be reported. With compliance well under way and the issuance of new Frequently Asked Questions by FinCEN, there is a wealth of practical experience from applying and interpreting the CTA and related guidance. This session helps you better understand how to apply the CTA, including determining whether an entity is a reporting company, whom to report as beneficial owners when corporate trustees are involved, and how to complete and file the beneficial owner report.

Gary L. Fletcher, Esq., Senior Partner, Frazer Ryan Goldberg & Arnold, Tucson, AZ

Lunch | 3:00pm – 4:15pm

A LINGO-FREE AND TOTALLY PRACTICAL GUIDE TO ESTATE PLANNING WITH DIGITAL ASSETS | 4:15pm – 5:15pm
We won’t be sharing a long drawn-out version of how we got today’s laws regarding digital assets and the fiduciary issues that come along with it or the various and sundry ways blockchain could change the world. Instead, this session prepares you to add value minute 1 in a client meeting with a technology or digital asset-oriented client including: what questions to ask a client about their digital and tech holdings; how your planning techniques should adjust based on these holdings; tax and legal issues for digital assets that estate planners and fiduciaries can’t ignore; and necessary changes to your form documents that many top law firms get wrong.

Karin Prangley, Esq., Managing Director, Senior Wealth Planner, Brown Brothers Harriman & Co., Chicago, IL
Ross Bruch, Esq., Managing Director, Senior Wealth Planner, Brown Brothers Harriman & Co., Philadelphia, PA

Break | 5:15pm – 5:30pm

SPOUSAL TRUST PLANNING AND PITFALLS WITH ADMINISTRATION AND CHANGES IN CIRCUMSTANCES | 5:30pm – 6:30pm
With the 2020s “vibecession” reflecting the disconnect between the US economy and the general public’s negative perception of it (the term was coined by Kyla Scanlon in a June 2022 newsletter about Americans’ view of their economy) many individuals in a position to take advantage of the fact that the gift and estate tax exemption has temporarily shot up under the 2017 Tax Act are hesitant to relinquish significant assets, fearful that another economic downturn could reveal that they had given away more than they could reasonably afford to live without. Accordingly, rather than establishing trusts for the exclusive benefits of their descendants, many clients wishing to use their exemption but seeking security are establishing Spousal Lifetime Access Trusts (“SLATs”). On their face, SLATs are a solution to achieve a client’s dual goals of utilizing the increased lifetime gift tax exemption while retaining access (albeit indirectly through one’s spouse) to the assets contributed to the trust. However, there are a myriad of tax and non-tax complexities that clients and their advisors must consider before engaging in SLAT planning. Perhaps the most important of these issues is the reciprocal trust doctrine, but also important are whether the trust will be structured as a grantor or non-grantor trust (through an “ING” structure), whether allowing the settlor spouse to be a discretionary beneficiary or appointee in the event of the beneficiary spouse’s death would cause the trust to be includible in the donor’s estate under Sections 2036 or 2038 or treated as a self-settled trust and addressing claw-back issues for state level estate taxes. The complexities of SLAT planning are magnified and distorted by the “unexpected” divorce – former spouses remaining income tax owners of assets over which they have no control, substantial wealth held in irrevocable trusts potentially outside of the reach of the family law courts and beneficiaries/permissible appointees who are now mortal enemies. This session explores a path through the tax and non-tax aspects of SLAT planning.

Domingo P. Such III, Esq., Partner, Perkins Coie, Chicago, IL

THE ARTHUR D. SEDERBAUM MEMORIAL LECTURE
FAMILY LIMITED PARTNERSHIPS AND OTHER CLOSELY-HELD ENTITIES – THE CONTINUING SAGA | 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, adequate disclosure, recent caselaw, positions taken by the IRS and practical ways to address them at the planning level.

John W. Porter, Esq., Partner, Baker Botts, Houston, TX