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

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

Michael J. Miller, Esq | Agostino & Associates

Michael J. Miller, a partner in Roberts & Holland LLP’s New York office, works with U.S. and foreign based multinationals, as well as individuals, on a wide ange of tax issues pertaining to their cross-border activities.

Michael is co-author of the BNA Portfolios entitled U.S. Income Tax Treaties – The Limitation on Benefits Article and U.S. Taxation of International Shipping and Air Transport Activities. He is an editor of the International column for the Journal of Taxation and a member of the Advisory Boards of the International Tax Journal and Tax Management – U.S. International. Michael is a former Chair of the American Bar Association Committee on the U.S. Taxation of Foreigners and Tax Treaties and of the New York City Bar Committee on Taxation of Business Entities. He speaks and writes frequently on international tax matters.

Michael received his B.A. cum laude from Columbia College and his J.D. from New York University Law School. He clerked on the U.S. Tax Court for the Honorable James S. Halpern from 1991-1993

Jeffrey Rubinger, Esq | Bajer McKenzie LLP

Jeffrey Rubinger is a partner in Baker McKenzie’s Tax Practice Group.

A skilled legal practitioner with more than 20 years of international tax experience, he also served for many years as a certified public accountant at a major accounting firm, giving him a unique and thorough understanding of the business issues his clients face every day. Jeff has been recognized as one of America’s leading tax lawyers by Chambers USA.

Practice Focus

Jeff is known worldwide as the lawyer to seek out when companies require a creative, sophisticated solution to a complex international tax situation. From US companies expanding overseas to foreign businesses investing in the United States, clients turn to Jeff for his extensive knowledge of the tax laws in a wide variety of jurisdictions, including countries in South America, Europe, Asia, and the Middle East. Jeff is distinctive in Florida for his significant experience with outbound matters.

David G. Shapiro | Saul Ewing ARNSTEIN & LEHR LLP

David Shapiro advises clients on international and domestic business tax planning, including domestic and cross border expansion, joint ventures, mergers, acquisitions, and financing transactions.

David’s practice includes entity formation and structure planning, securities offerings and hybrid financings, joint ventures, and strategic acquisitions and dispositions. Where appropriate, David works with counsel in other jurisdictions to develop efficient cross-border transactional and operational structures. He also assists clients in preparing for and defending against audits and other litigated matters.

Prior to joining Saul Ewing Arnstein & Lehr, David founded and was Managing Member of Shapiro Tax Law LLC, and prior to that was a tax partner of Dechert LLP.

Kieran Taylor | KPMG

Transfer Managing Director specializing in global pricing redesigns, US / OECD documentation delivery, tax rate reduction planning, inter-company financing analysis, US to US fair market value payments and start-up structure design. Llb (Hons) / Corporate and Taxation Law from Edinburgh University.

Logan E. Gans, Esq | Holland & Knight

Logan E. Gans is a private wealth services attorney in Holland & Knight’s Miami office. Mr. Gans represents clients on U.S. federal tax, international tax, and state and local tax matters.

Mr. Gans advises U.S. clients on outbound corporate and tax planning, including Subpart F, global intangible low-taxed income (GILTI), passive foreign investment company (PFIC) and foreign-derived intangible income (FDII) matters. He also counsels foreign clients on their inbound investments in the United States, including U.S. real property, corporate restructurings, portfolio debt planning and cross-border mergers and acquisitions (M&A).

Mr. Gans advises clients, such as real estate developers, lenders and borrowers, on Florida state and local tax matters, including Florida sales tax, documentary stamp tax, non-recurring intangible tax and property tax issues. In addition, Mr. Gans advises clients on the use of Qualified Opportunity Funds for investments in Opportunity Zones and Qualified Opportunity Zone Businesses. He also counsels high-net-worth private clients on estate, trust and gift tax matters.

A Florida certified public accountant, Mr. Gans has a significant background in advising clients on partnership tax planning, pre-immigration tax planning, expatriation matters, 1031 exchanges, tax due diligence, transfer pricing and tax compliance. He also represents clients on tax controversy matters, including penalty appeals, the IRS Offshore Voluntary Disclosure Program (OVDP), its streamlined filing compliance procedures and Delinquent FBAR Submission Procedures.

Prior to joining Holland & Knight, Mr. Gans was a tax attorney at a Florida-based Am Law 200 law firm in its Miami office. He previously served as an international tax senior consultant with a multinational accounting firm.

During law school, Mr. Gans was a judicial extern for the Honorable Frederick D. Smith of the Eighth Judicial Circuit of Florida. He also served as editor-in-chief of the Journal of Technology Law and Policy and a member of the Florida Journal of International Law. In addition, he was a teaching assistant for Legal Research & Writing and Appellate Advocacy courses.

Lucas Giardelli | Mayer Brown

Lucas Giardelli is a Tax Transactions & Consulting partner in Mayer Brown’s New York office. His practice is focused on international tax planning for US and non-US multinational companies (including cross-border restructurings and financings, IP planning, post-acquisition integration) and corporate tax matters, advising clients on the tax aspects of acquisitions, divestitures, financing arrangements and other transactions. He also has experience advising high-net worth individuals on international tax matters. Prior to joining Mayer Brown, Lucas practiced tax law at a leading law firm in Argentina.

John D. Bates | Deloitte

John advises clients across many industries on inbound and outbound international tax matters, focusing on cross-border planning and transactions. He previously was a partner and the leader of the international tax practice at a large law firm.

John is an adjunct professor at Georgetown University Law Center, teaching international tax, and is or has been an officer of the American Bar Association, the International Fiscal Association, and the International Tax and Finance Forum. He frequently speaks on international tax matters.

John earned a BA in mathematics and economics from University of Virginia, a JD from University of Virginia School of Law, and an LLM in taxation from Georgetown University Law Center.

Jason Robertson | Deloitte

Jason specializes in advising US and foreign-based multinationals on a broad range of international tax matters. He is also a member of the Deloitte Tax Cryptocurrency Working Group. Prior to joining Deloitte, he was the director of international tax at a Fortune 500 manufacturer, where he focused on planning, implementing, reporting, and defending various cross-border transactions. Jason also spent time as a senior manager in the tax planning group of a Fortune 500 biotechnology company, where he supported the company’s Puerto Rican manufacturing and worldwide treasury operation.

Jason is a frequent speaker at tax events, including those sponsored by Deloitte, Bloomberg BNA, and Manufacturers Alliance for Productivity and Innovation. He is a past member of the AICPA Technical Resource Panel on International Tax. He is also a regular contributor to Deloitte Tax publications.

Jason holds a BA from University of Michigan and a Master of Business Taxation and JD from University of Southern California.

Jeffrey S. Levin | Squire Patton Boggs

Jeffrey Levin’s practice includes federal, state and local taxation; estate planning, trusts and estates administration; charitable giving; and succession planning for closely held businesses.

His practice concentrates on income, estate and gift tax planning for US and non-US clients and the use of domestic and foreign trusts. His US tax practice also includes guidance on various individual, entity and fiduciary state and local income and sales and use tax compliance considerations.

Micah J. Gibson, Esq | PWC

International Tax Director at PwC

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.

Joe is a frequent speaker on international and corporate tax issues. He has spoken for organizations such as the ABA, AICPA, Atlas, BNA, DC Bar, Dallas Bar, Federal Bar, GW/IRS, Houston International Tax Forum, IFA, NYU Advanced International Tax Institute, Practising Law Institute, TEI, St. Louis International Tax Group, USD School of Law/Procopio International Tax Institute, Wall Street and World Trade Council tax conferences.

He has also published articles for national journals and organizations such as CCH Incorporated, International Tax Review, RIA’s Journal of International Taxation, Revue d’Intelligence Artificielle (RIA) Journal, Practising Law Institute, Tax Notes International, Tax Management International Journal, Tax Management Memorandum and The Tax Adviser.

Joe is both a Certified Public Accountant and attorney.

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.

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.

DAY 1: MONDAY, JULY 17, 2023

US TAXATION OF FOREIGN PERSONS – Kathleen Costello, CMP, Assistant Director, NYU School of Professional Studies, New York, NY , William B. Sherman, Esq., Partner, Holland & Knight, Fort Lauderdale, FL , Michael J. Miller, Esq., Partner, Roberts & Holland, New York, NY, Michael J. Miller, Esq., Partner, Roberts & Holland, New York, NY, Jeffrey L. Rubinger, Esq., Partner, Baker & McKenzie, Miami, FL | 8:25am – 10:15am, 10:30am – 12:00pm

This session covers the rules governing source of income; US trade or business; effectively connected income; FDAP income; withholding taxes; FIRPTA; branch profits tax; branch level interest tax; earnings-stripping; anti-conduit financing; and the base erosion anti-abuse tax (BEAT).

BREAK | 10:15am – 10:30am

US TAXATION OF FOREIGN PERSONS – Continued | 10:30am – 12:00pm

LUNCH RECESS | 12:00pm – 1:15pm

TAX TREATY PRIMER—AN OVERVIEW OF TAX TREATIES AND TAX TREATY PLANNING TECHNIQUES – David G. Shapiro, Esq., Partner, Saul Ewing, Philadelphia, PA | 1:15pm – 2:45pm

Tax treaties modify the statutory tax rules affecting cross-border taxation. This session explores the typical provisions of such treaties, who is eligible to benefit under a treaty, and how a treaty modifies the tax rules that would otherwise apply.

BREAK | 2:45pm – 3:00pm

TRANSFER PRICING BASICS – Kieran Taylor, Managing Director, Economic and Valuation Services (Transfer Pricing), KPMG, New York, NY | 3:00pm – 4:30pm

Cross-border transactions between related persons are subject to the transfer pricing rules of Section 482. This session addresses the general rules of Section 482 and the specific applications of those rules to certain categories of transactions, including transfers of tangible and intangible property; and services and loans. The session also explores the economic analysis relevant to transfer pricing; correlative relief; and cost-sharing agreements.

DAY 2: TUESDAY, JULY 18, 2023

CONTROLLED FOREIGN CORPORATIONS | Logan E. Gans, Esq., Partner, Holland & Knight, Miami, FL, Lucas Giardelli, Esq., Partner, Mayer Brown, New York, NY | 8:45am – 10:15am, 10:30am – 12:00pm

Subpart F is the principal anti-deferral regime of the Internal Revenue Code providing for taxation of US shareholders of controlled foreign corporations (CFC). This session explores the definitions of a CFC and US shareholder; the types of Subpart F income; exceptions and limitations on Subpart F income; Section 956 inclusions; and distributions of previously taxed income. The session also addresses the addition of the “GILTI” rules to the Subpart F regime.

BREAK | 10:15am – 10:30am

CONTROLLED FOREIGN CORPORATIONS – Continued | 10:30am – 12:00pm

LUNCH RECESS | 12:00pm – 1:15pm

PASSIVE FOREIGN INVESTMENT COMPANIES – John D. Bates, Esq., Principal, Deloitte, Washington, DC, Jason Robertson, Esq., Principal, Deloitte, Washington, DC | 1:15pm – 2:45pm

The US taxation of US persons who are shareholders of passive foreign investment companies (PFIC) is complex and often misunderstood. This session covers the definitional provisions of the PFIC rules and the alternative methods of taxation of US shareholders of a PFIC. Certain proposed regulations addressing the treatment of PFICs held through domestic partnerships are also addressed.

BREAK | 2:45pm – 3:00pm

BASICS OF INTERNATIONAL TAX COMPLIANCE AND RELATED ETHICAL CONSIDERATIONS – Jeffrey S. Levin, Esq., Partner, Squire Patton Boggs, New York, NY | 3:00pm – 4:30pm

Reporting and disclosure are the fundamental tools used by governments to enforce their domestic tax laws. In recent years, the laws requiring reporting and disclosure have been dramatically expanded and the penalties for failure to comply with such laws have been substantially increased. This session details the numerous US reporting and disclosure obligations applicable to international investment and transactions and the penalties for failure to comply. The session also addresses ethical issues confronted by taxpayers with compliance problems and their tax advisors.

DAY 3: WEDNESDAY, JULY 19, 2023

DIRECT AND INDIRECT FOREIGN TAX CREDIT AND FOREIGN TAX CREDIT LIMITATION – 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

The US imposes worldwide taxation on US citizens, residents, and US business entities. This session explores how the provisions of Sections 901, 904, and 960 provide for, and limit the ability of such US taxpayers to claim tax credits for foreign taxes that they pay directly and indirectly.

BREAK | 10:15am – 10:30am

OUTBOUND TRANSFERS: SECTION 367 AND INVERSIONS – Joseph M. Calianno, JD, LLM, MBA, CPA, Managing Director; National Tax Practice, Andersen Tax, Washington, DC | 10:30am – 12:00pm

The rules of Sections 367 and 7874 are intended to curb the ability of US taxpayers transfer to a foreign corporation US assets and stock in transactions that would otherwise qualify under US tax law as tax-free, and to prevent US business entities from inverting and becoming foreign owned. This session provides an overview of the mechanisms of both Sections 367 and 7874 and the consequences of failing to satisfy their requirements.

LUNCH RECESS | 12:00pm – 1:15pm

PLANNING FOR FOREIGN INDIVIDUAL INVESTING IN OR MOVING TO THE US – Thomas M. Giordano-Lascari, Esq., Greenberg Glusker, Los Angeles, CA, Michael J.A. Karlin, Esq., Partner, Karlin & Peebles, Los Angeles, CA | 1:15pm – 2:45pm

Foreign individuals who invest in or move to the US are confronted with structuring and planning to minimize US income and estate and gift taxation, as well as integrating the US rules with their home country tax rules. This session addresses the application of the US rules and planning considerations for such foreign individuals.

BREAK | 2:45pm – 3:00pm

CASE STUDIES FOR OUTBOUND AND INBOUND INVESTMENT – Alan I. Appel, Esq., Professor of Law, New York Law School, New York, NY, Michael J. Miller, Esq., Partner, Roberts & Holland, New York, NY, William B. Sherman, Esq., Partner, Holland & Knight, Fort Lauderdale, FL | 3:00pm – 4:30pm

This session incorporates the disparate rules covered in the preceding sessions into case studies dealing with both outbound and inbound investment scenarios and provides a review of the material covered during the entire program.