Advanced International Taxation 2023 (presented by NYU School of Professional Studies) (Day – 2)

Joseph Calianno | Andersen

Joe Calianno is a Managing Director in the US National Tax practice in the Washington D.C. office. He advises clients on all areas of international tax, including provisions related to the Tax Cuts and Jobs Act and cross-border restructuring.

Prior to joining Andersen, Joe spent several years as a partner at BDO and Grant Thornton, where he served as the International Technical Tax Practice Leader in both firm’s national tax offices.

Joe also previously served as Special Counsel to the Deputy Associate Chief Counsel (International) in the office of Chief Counsel, Internal Revenue Service. As Special Counsel, he was a technical advisor to the Associate and Deputy Associate Chief Counsel International and was involved in reviewing international tax regulations, revenue rulings, Notices, TAMs, PLRs, and providing technical advice to the IRS field offices. He also practiced with PWC’s National Tax office and Miles & Stockbridge, a large law firm.

Joe has been a guest lecturer at New York University Law School in the Graduate Tax Program (International Business Transactions class) and an adjunct faculty member at Georgetown Law School in the Graduate Tax Program.

Colleen O’Neill, Esq., CPA, | EY Americas Director of International Tax and Transaction Services (ITTS), National Tax Department

Colleen serves as leader of the National Tax Department International Tax and Transaction Services practice.

She leads a group of world-class professionals who advise on tax-efficient global structures and US taxation of cross-border transactions, including financing, acquisition, disposition, reorganization, integration, repatriation, supply chain matters and foreign tax credit planning

Brandon C. Svetcov, Esq | International Tax Services, EY

Thomas M. Giordano | Karlin & Peebles, LLP

Thomas Giordano-Lascari is a partner with the firm. Thomas’s practice focuses primarily on advising high-net-worth individuals and closely held businesses in connection with international income tax and estate planning issues. A significant portion of Thomas’s practice involves advising global families with respect to structuring and reorganizing multinational businesses to minimize worldwide taxes. Thomas also regularly advises clients regarding pre-immigration planning, foreign investment in the United States, U.S. residency planning and management, and expatriation planning.

Michael J.A. Karlin, Esq | Partner, Karlin & Peebles, Los Angeles, CA

Michael Karlin is a lawyer with over 45 years of experience advising corporate and individual clients on tax, estate planning and business matters involving a cross-border element. Michael began his career in London in 1975 as an articled clerk and assistant solicitor at the firm of D.J. Freeman & Co. (now part of Locke Lord LLP). He was admitted as a solicitor in 1977. In 1980, he became a member of the California Bar and he has resided in California ever since. After three years with Gelles, Singer & Johnson, a boutique private client firm in Los Angeles, he became an associate and then a partner of Morgan, Lewis & Bockius. He then spent three years (1997-2000) as a principal in the international tax services group of KPMG, before starting his own firm in 2001. That firm is now part of Karlin & Peebles, LLP, co-founded in 2007 by Michael together with Jane Peebles, a well-known domestic and international estate planner and expert on cross-border philanthropy. Michael’s practice often overlaps with Jane’s and they, as well as three younger partners, work closely together on many matters.

Private client work was always a part of Michael’s practice and it became a significant focus after he started his own firm. Michael advises individuals and families from abroad who invest in or move to the United States as well as U.S. individuals and families who invest and move abroad, including the ever-increasing regulatory and reporting obligations associated with such activities. Pre-immigration and expatriation planning are an important part of his practice. He also advises individuals and closely held businesses on the tax and business aspects of operating outside their home jurisdiction. He has helped to establish corporations, companies, partnerships and joint ventures in many parts of the world and worked extensively on foreign and domestic trusts. In recent years, he has helped many taxpayers deal with the tax and reporting consequences of foreign financial accounts and holdings, including through offshore voluntary disclosures, streamlined disclosures, and other ways of handling non-compliance.

Michael has been an active member of various professional organizations, including the American Bar Association, the Society of Trust and Estate Practitioners, the USC Institute on Federal Taxation, the State Bar of California and the Los Angeles County Bar Association. He was elected in 2020 as a fellow of the American College of Tax Counsel. He has spoken on many occasions to those and other groups and he also is a prolific contributor of articles to professional publications, which have included the Tax Notes, the Tax Lawyer, the Journal of International Taxation, Tax Management International Journal and Major Tax Planning. Over the years, he has submitted or participated in the submission of many comments on tax legislation, regulations and tax reform and in 2020 started and led a national group that obtained relief from the IRS on the application of U.S. tax residence rules for non-citizens stranded in the United States because of the COVID-19 pandemic.

Michael was educated at St. Paul’s School, London as well as schools in Israel, New York, Lisbon and Paris. He is a graduate of Trinity College, Cambridge University (B.A. (Hons.), History and Law, 1973; M.A., 1977).

Michael has been married since 1973 to Fiona Karlin. They have two children, born in 1983 and 1985. He has been active for many years as a youth soccer coach, referee and instructor in American Youth Soccer Organization Region 76 (Beverly Hills) and in other nonprofit organizations, including Invertigo Dance Theatre, of which he is the Treasurer. He is also the webmaster for websites of AYSO Region 76, AYSO Area 1-P and the Docent Council of the Los Angeles County Museum of Art.

Michael is fluent in French and conversant in several other European languages. For several years, he has been learning Japanese – compared to which he considers international tax to be trivially easy.

William S. Dixon, Esq | 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, divestitures, buy-outs, and SPAC transactions. He also is a member of the firm’s Fairness Opinion Committee.

Will has served as an adjunct assistant professor at Brooklyn Law School and taught classes on the taxation of securities and derivatives and the taxation of partnerships. He has also taught as an adjunct at the Peter J. Tobin School of Business at St. John’s University and given guest lectures for classes at numerous schools, including Harvard Law School and NYU’s Leonard N. Stern School of Business.

Will is a member of the Board of Directors of the International Tax Institute and the New York Steering Committee of the International Fiscal Association. He was formerly Chair of the U.S. Activities of Foreigners and Tax Treaties Committee of the ABA’s Section of Taxation, served on the ABA’s Task Force on International Tax Reform, and is a former John S. Nolan Fellow. Will speaks frequently about U.S. federal income tax matters at tax conferences and other forums.

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 most, actually really enjoyed law school!

Sam K. Kaywood, Esq. | Alston & Bird

Wherever global business objectives take his clients, Sam offers an innovative approach to complicated federal and international tax issues. Over the course of his 30-year career, Sam has worked on virtually all forms of cross-border investments.

William B. Sherman, Esq. | Holland & Knight

Practices: Taxation | International and Cross Border Transactions | Hospitality, Resort and Timeshare | Mergers and Acquisitions | Corporate Services | Offshore Tax Compliance | Insurance Transactions and Regulatory | Insurance Disputes – Insurers | Insurance Disputes – Policyholders | Latin America Practice | Israel Practice | Securitization

Client Sectors: Transportation & Infrastructure

William B. Sherman serves as chair of the firm’s Tax Team and 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 hospitality, petrochemicals, aluminum, tobacco, 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. Mr. Sherman is also 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.

Experience

Tax Structuring: advised on the tax structuring of the domestication of a foreign company engaged in U.S. government contracting work and its transition to domestic ownership; this tax structure enabled the company to retain its status in its home country

Tax Structuring: advised on the tax structuring of a $200 million-plus investment in four venture real estate developments projects on an island in the Caribbean, resulting in a minimization of local and U.S. tax liability

State Taxation: advised a foreign-based company on U.S. state tax issues, from tax rulings and tax registrations to minimization of overall tax consequences involving multiple states, in the context of the company’s restructuring and expansion of business in U.S. markets

Micah J. Gibson, Esq. | PWC

International Tax Director at PwC

J.P. Gregorcy, CPA | National Tax Services, PWC

Director, National Tax Services – International Tax

Alan I. Appel | New York Law School

Alan Appel is a professor of law and the director of the International Tax Program at New York Law School. He teaches courses in international tax planning and corporate taxation in addition to the tax transactions clinic. Professor Appel first started teaching at New York Law School in 2009 as an adjunct professor. As a senior tax consultant at Bryan Cave, he specializes in international and domestic tax planning involving taxation of mergers and acquisitions, partnerships, joint ventures, limited liability companies and tax controversy matters.

Professor Appel began his career as a trial attorney in the Office of Chief Counsel, Internal Revenue Service in Washington, D.C., and New York City. On behalf of the American Bar Association Tax Section, he had primary responsibility for drafting and submitting comments to the U.S. Treasury Department and IRS concerning the scope of the guidance provided by the proposed regulations under Section 1446 of the Internal Revenue Code and also was asked by the Office of the Chief Counsel to train its attorneys on this issue. He also published two articles on the Section 1446 regulations in the Journal of International Taxation, a third article in the Tax Management Memorandum and a fourth article in the Tax Management International Journal.

Professor Appel has appeared on both radio and television discussing various income tax issues. He was also recently featured in “Taxpayers Strained by New FATCA Requirements” in AccountingToday.com, a leading provider of online business news for the tax and accounting community, concerning the Foreign Account Tax Compliance Act.

Professor Appel received his J.D. from New York Law School in 1976 and his LL.M. from New York University in 1980. He received his B.B.A. from Baruch College in 1973.

Heather Ripley, Esq. | Alston & Bird

Heather helps her clients navigate the complexities of U.S. federal and international tax laws concerning inbound and outbound investments and cross-border transactions. She also advises clients on resolving tax controversies through IRS administrative procedures.

Sean J. Tevel, Esq. | Holland & Knight

Sean Tevel is a private wealth services and international tax attorney in Holland & Knight’s Miami office. Mr. Tevel advises foreign and domestic clients on U.S. federal income, gift and estate tax matters associated with their cross-border investments and businesses.

Mr. Tevel has significant experience with respect to the structuring of U.S. real estate investments, including the application of the Foreign Investment in Real Property Tax Act of 1980 (FIRPTA). He often represents domestic and foreign funds on fund formation and associated structuring considerations for non-U.S. investors. He also regularly advises on joint venture transactions both in a domestic and cross-border context.

Mr. Tevel’s international tax practice involves providing advice with respect to multinational trust and business structures, including the application of the controlled foreign corporation rules, the Passive Foreign Investment Company (PFIC) rules and international tax treaties.

Mr. Tevel has assisted many clients in the establishment of Qualified Opportunity Funds (QOFs) and the maximization of tax benefits associated with investments in Opportunity Zones (OZs).

Prior to joining Holland & Knight, Mr. Tevel was a tax attorney in the Miami office of an international law firm.

Kimberly S. Blanchard, Esq. | Law Office of Kimberly S. Blanchard, PC

Kim Blanchard has been a tax lawyer for over 40 years, most recently as a partner of Weil, Gotshal & Manges, LLP, where she is now a retired partner. Kim continues to provide tax advice under the auspices of her own firm, which concentrates on international tax issues and cross-border transactions.

Kim has lectured and published extensively on international, corporate, partnership and fund tax issues. She is the author of Tax Management Portfolios on PFICs and the International Treatment of Partnerships. She is a former Chair of the New York State Bar Association Tax Section and past President of the International Tax Institute.

Jason Schwartz, Esq. | Fried Frank

Jason Schwartz is a tax partner and co-heads the firm’s Digital Assets and Blockchain Practice. He specializes in tax issues relating to financial products, securitizations, funds, treaties, lending, and digital assets.

Jason has been recognized as an “Up and Coming” lawyer in Tax by Chambers USA and as a “Next Generation Partner” by Legal 500 US in Tax: Financial Products each year from 2017 to 2022.

Jason is the author of numerous tax articles and a Bloomberg BNA Tax Management Portfolio regarding the taxation of CLOs. He is frequently asked to speak on a wide range of topics related to tax and digital assets, including at conferences hosted by the NYSBA and the ABA and at Korea Blockchain Week.

Jason is committed to pro bono work and community service. He oversees Fried Frank’s 501Foundry, a pro bono program that incorporates and obtains tax-exempt status for non-profit organizations.

Prior to joining Fried Frank, Jason was a partner at a large international law firm.

Matthew Stevens, Esq. | Ernst & Young LLP

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

Matthew serves as chair of the annual Practicing Law Institute program “Taxation of Financial Products and Transactions.” He has served as chair of the Financial Transactions Committee of the Tax Section of the District of Columbia Bar, and as the chair of the Financial Transactions Committee of the Tax Section of the American Bar Association. He has co-taught the Georgetown University Law Center class entitled “United States Taxation of International Income – II.” He has published a number of articles dealing with international aspects of U.S. income tax and with the taxation of financial products and transactions.

Matthew is listed in Chambers USA: America’s Leading Lawyers for Business. From 2002 to 2004, Matthew served as special counsel to the Chief Counsel for the Internal Revenue Service. There, he advised the Chief Counsel regarding published guidance on a wide range of tax issues involving financial products and cross border transactions.

DAY 1: THURSDAY, JULY 20, 2023

CONTROLLED FOREIGN CORPORATION PLANNING – Kathleen Costello, CMP, Assistant Director, NYU School of Professional Studies, New York, NY, Joseph M. Calianno, JD, LLM, MBA, CPA, Managing Director; National Tax Practice, Andersen Tax, Washington, DC, Colleen O’Neill, Esq., CPA, Partner, EY Americas Director of International Tax and Transaction Services (ITTS), National Tax Department, Washington, DC, Brandon C. Svetcov, Esq., Senior Manager, International Tax Services, EY, New York, NY | 8:25am – 9:45am , 10:00am – 11:30am

Subpart F imposes numerous rules that impose US taxation on US shareholders of CFCs. This session addresses planning opportunities and traps for the unwary, earnings and profits limitations, and 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. The discussion also addresses rules applicable to foreign base company sales and services income. The session covers the addition of “GILTI” rules pursuant to which US shareholders of CFCs are taxable on a far broader class of income than under the older Subpart F rules, including the definition of GILTI, the scope of the high-taxed exception, the ability to offset GILTI tax with foreign tax credits, expense apportionment, application of the GILTI rules to partners of partnerships, and current regulatory guidance.

BREAK | 9:45am – 10:00am

CONTROLLED FOREIGN CORPORATION PLANNING  – Continued | 10:00am – 11:30am

BREAK | 11:30am – 11:45am

OUTBOUND PLANNING AND CHOICE OF ENTITY CONSIDERATIONS FOR INDIVIDUALS – Thomas M. Giordano-Lascari, Esq., Partner, Greenberg Glusker, Los Angeles, CA, Michael J.A. Karlin, Esq., Partner, Karlin & Peebles, Los Angeles, CA | 11:45am – 1:00pm

A principal focus of the Tax Cuts and Jobs Act was reforming the taxation of US based multinationals. Unfortunately, the impact of that reform on individuals who own foreign corporations either directly or through pass-through entities, such as partnerships and S corporations, appears not to have been well thought out. This panel addresses the taxation of such individuals, the problems that they face under the TCJA, and the steps that they can take to mitigate these apparent unintended consequences of tax reform.

LUNCH RECESS | 1:00pm – 2:15pm

INTERNATIONAL MERGERS AND ACQUISITIONS: US TAX CONSIDERATIONS AND PLANNING TECHNIQUES – 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 | 2:15pm – 3:30pm, 3:45pm – 4:30pm

Among the topics covered in this session are the US tax considerations for taxable and tax-free stock acquisitions of foreign companies, CFC issues, tax-free acquisitions of US companies, planning for the use of holding companies, inversion transactions, debt-equity regulations, use of hybrid instruments, OECD BEPS issues, and recent developments. The session also includes planning in light of tax law changes from the TCJA, including the base erosion anti-abuse tax (BEAT) and the anti-hybrid deduction limitations.

BREAK | 3:30pm – 3:45pm

INTERNATIONAL MERGERS AND ACQUISITIONS: US TAX CONSIDERATIONS AND PLANNING TECHNIQUES  –  Continued | 3:45pm – 4:30pm

DAY 2: FRIDAY, JULY 21, 2023

ADVANCED FOREIGN TAX CREDITS – Micah J. Gibson, Esq., Director, National Tax Services, PWC, Washington, DC, J.P. Gregorcy, CPA, Director, National Tax Services, PWC, Chicago, IL | 8:45am – 10:15am

With over six months having elapsed after their promulgation, this session dives into the final foreign tax credit regulations, exploring some of the key provisions and issues including what constitutes a creditable foreign income tax and how to allocate and apportion foreign tax to different “baskets.” The session covers, among other things, applying and navigating the newly renamed “attribution” and “cost recovery” requirements and the treaty coordination rules for foreign tax credit creditability determinations, as well as the rules for allocating and apportioning foreign tax applicable to disregarded distributions, foreign law distributions and dispositions.

BREAK | 10:15am – 10:30am

“FIRPTA” RULES AND PLANNING APPLICABLE TO FOREIGN PERSONS INVESTING IN US REAL ESTATE – Alan I. Appel, Esq., Professor of Law, New York Law School, New York, NY , Heather Ripley, Esq., Partner, Alston & Bird, New York, NY, Sean J. Tevel, Esq., Partner, Holland & Knight, Miami, FL | 10:30am – 12:15pm

This session addresses the definition of US real property interest; tax rules applicable to foreign persons disposing of US real property interests; special rules applicable to investments through real estate investment trusts; special exceptions including for interests in publicly traded companies and domestically controlled real estate investment trusts, as well as special exemptions for qualified pension investors and foreign sovereign investors; and treaty and other withholding tax exemptions for payments of interest to foreign investors.

LUNCH RECESS | 12:15pm – 1:30pm

USE OF PARTNERSHIPS IN INTERNATIONAL TAX PLANNING – Kimberly S. Blanchard, Esq., Law Office of Kimberly S. Blanchard, PC, New York, NY | 1:30pm – 2:45pm

This session focuses on the application of numerous international tax rules where activities are conducted, or assets are held, through partnerships. In the case of “outbound” structures, the discussion addresses the definition of CFC, various types of Subpart F income, and GILTI, as well as investments in PFICs. In the case of “inbound” structures, the discussion includes a discussion of hybrid entities and tax and withholding rules applicable to dispositions of interests in partnerships that conduct a trade or business in the United States.

BREAK | 2:45pm – 3:00pm

INBOUND DEBT INVESTING – Jason Schwartz, Esq., Partner, Fried Frank, Washington, DC, Matthew Stevens, Esq., Principal, EY, Washington, DC | 3:00pm – 4:30pm

This session addresses issues relating to investments by foreign persons in US debt, including US trade or business status, the safe harbors for certain investing and trading activities, “season and sell” techniques, and the use of income tax treaties including “bring your own treaty” funds.