Introduction to International Taxation 2024 (presented by NYU School of Professional Studies) [Day 2]

William B. Sherman, Esq. | Holland & Knight LLP

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.

Michael J. Miller, Esq. | Roberts & Holland LLP.

Michael J. Miller has provided U.S. tax advice to domestic and international clients for more than 20 years. Working with foreign clients, he has structured inbound U.S. investments and operations to avoid the creation of a U.S. permanent establishment and developed structures designed to take advantage of U.S. income tax treaties, the withholding tax exemption for portfolio interest, and other special rules for minimizing U.S. tax. This includes consideration of various anti-abuse rules, such as earnings-stripping limitations and restrictions on the ability to engage in treaty shopping or earn income through hybrid entities. He has worked with U.S. multinationals to structure their foreign investments and operations so as to minimize the impact of certain restrictions on outbound transfers and anti-deferral rules applicable to shareholders of controlled foreign corporations and passive foreign investment companies, as well as maximize the utilization of foreign tax credits.

Michael 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 the BNA Tax Management International Journal. He has co-authored two BNA Portfolios: Income Tax Treaties – The Limitation on Benefits Article and U.S. Taxation of International Shipping and Air Transport Activities.

Michael is a former Chair of the U.S. Activities of Foreign Taxpayers Committee of the American Bar Association Tax Section and the Business Entities Committee of the New York City Bar. Michael is designated as a leading tax professional in Chambers USA, Super Lawyers, and Legal Media Group’s Expert Guides: Tax Advisors.

He received a B.A. cum laude from Columbia College and his J.D. from New York University. He clerked on the U.S. Tax Court for the Honorable James S. Halpern from 1991-1993. Direct Tel. (212) 903-8757.

David G. Shapiro, Esq. | Saul Ewing 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. He represents both equity sponsors and investors on real estate transactions and structures including Qualified Opportunity Funds, as well as cross-border real estate transactions.

David advises clients on evaluating tax risks, including whether the risks may be insurable. He has obtained tax rulings for multiple clients, and he advises on audits, appeals, and litigation where tax authorities disagree with taxpayers’ positions.

Robert Christoffel, Esq. | Saul Ewing LLP

Robert Christoffel is a tax attorney who advises clients on U.S. domestic and cross-border transactional as well as international tax matters. Public and private companies and private equity funds look to him to structure and negotiate taxable and tax-free corporate mergers and acquisitions (share and asset deals), reorganizations (including spinoffs), dispositions of ongoing business enterprises, and investments into domestic and foreign portfolio companies. He also negotiates and drafts tax provisions connected with transactions involving membership interest purchases, joint ventures, and formations of partnerships and limited liability companies.

Kieran Taylor | KPMG LLP

Kieran is a Managing Director in KPMG’s Economic and Valuation Services Practice. Kieran is the Asset Management Sector Lead for KPMG’s US Transfer Pricing Practice. Kieran has over 15 years of transfer pricing experience, specializing in the transfer pricing needs of Asset Managers. Kieran’s areas of expertise include global transfer pricing planning, portfolio company transfer pricing optimization, transfer pricing IPO readiness, and M&A transfer pricing.

Prior to joining KPMG, Kieran worked in both Big 4 and non-Big 4 consulting, specializing in the Asset Management industry across both.

Kieran holds a law degree from Edinburgh University, and has contributed to numerous articles on Asset Management transfer pricing, and is a regular speaker at conferences and seminars.

Logan E. Gans, Esq. | Holland & Knight LLP

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, Esq. | Mayer Brown

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

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

John D. Bates, Esq. | 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, Esq. | 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, Esq. | Squire Patton Bogg

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

J.P. Gregorcy, CPA | PwC

Joseph M. Calianno, JD, LLM, MBA, CPA | Andersen Tax LLC

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, and 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.

Thomas M. Giordano-Lascari, Esq. | Greenberg Glusker Fields Claman & Machtinger LLP

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.

Michael J.A Karlin, Esq. | Karlin & Peebles, LLP

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 has served as the Board Chair and Treasurer. He is also the founder and current or past webmaster of the 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, Esq. | New York Law School

Alan I. Appel specializes in international and domestic tax planning involving taxation of mergers and acquisitions, partnerships, joint ventures, and limited liability companies, as well as tax controversy matters. Prior to joining New York Law School, 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 (ABA) Tax Section, Professor Appel had the primary responsibility for drafting and submitting comments to the U.S. Treasury Department and IRS concerning the scope of the guidance provided by proposed regulations under Section 1446 of the Internal Revenue Code. He was also asked by the Office of the Chief Counsel to train its attorneys on this issue. Professor Appel published four articles on the Section 1446 regulations in The Journal of International Taxation,Tax Management Memorandum, and the Tax Management International Journal.

Professor Appel is on the Board of Advisors for the Journal of International Taxation. He has published articles in Tax Notes, Tax Notes Today, Tax Notes State, Tax Notes International, The Journal of Taxation, Tax Management Memorandum, Tax Management International Journal, The Journal of International Taxation, the New York Law Journal, and the Westchester Bar Journal. He was formerly Council Director of the U.S. Activities of Foreigners and Tax Treaties Committee, the Foreign Activities of U.S. Taxpayers Committee, the Transfer Pricing Committee, and the Foreign Lawyers Forum, all committees of the ABA Tax Section. He was also the Chair of the U.S. Activities of Foreigners and Tax Treaties Committee of the ABA Tax Section. He is a Fellow of the American College of Tax Counsel.

Professor Appel has appeared on radio and television to discuss income tax issues. He was 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’s new requirements.

Professor Appel began his career in academia as an adjunct professor at NYLS in 2009 and joined the faculty full-time in 2013. He joined NYLS after spending 13 years as Counsel at Bryan Cave Leighton Paisner LLP (formerly Bryan Cave LLP).

DAY 1: MONDAY, JULY 15

US TAXATION OF FOREIGN PERSONS | 8:25 – 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).

Michael J. Miller, Esq., Partner, Roberts & Holland, New York, NY
William B. Sherman, Esq., Partner, Holland & Knight, Fort Lauderdale, FL

Break | 10:15am – 10:30am

Lunch | 12:00pm – 1:15pm

TAX TREATY PRIMER—AN OVERVIEW OF TAX TREATIES AND TAX TREATY PLANNING TECHNIQUES | 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.

David G. Shapiro, Esq., Partner, Saul Ewing, Philadelphia, PA
Robert Christoffel, Esq., Counsel, Saul Ewing, Washington, DC

Break | 2:45pm – 3:00pm

TRANSFER PRICING BASICS | 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.

Kieran Taylor, Managing Director, Economic and Valuation Services (Transfer Pricing), KPMG, New York, NY

DAY 2: TUESDAY, JULY 16

CONTROLLED FOREIGN CORPORATIONS | 8:45 – 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.

Logan E. Gans, Esq., Partner, Holland & Knight, Miami, FL
Lucas Giardelli, Esq., Partner, Mayer Brown, New York, NY

Break | 10:15am – 10:30am

Lunch | 12:00pm – 1:15pm

PASSIVE FOREIGN INVESTMENT COMPANIES | 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.

John D. Bates, Esq., Principal, Deloitte, Washington, DC
Jason Robertson, Esq., Principal, Deloitte, Washington, DC

Break | 2:45pm – 3:00pm

BASICS OF INTERNATIONAL TAX COMPLIANCE AND RELATED ETHICAL CONSIDERATIONS | 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.

Jeffrey S. Levin, Esq., Partner, Squire Patton Boggs, New York, NY

DAY 3: WEDNESDAY, JULY 17

DIRECT AND INDIRECT FOREIGN TAX CREDIT AND FOREIGN TAX CREDIT LIMITATION | 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.

Micah J. Gibson, Esq., Director, National Tax Services, PwC, Washington, DC
J.P. Gregorcy, CPA, Director, National Tax Services, PwC, Chicago, IL

Break | 10:15am – 10:30am

OUTBOUND TRANSFERS: SECTION 367 AND INVERSIONS | 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.

Joseph M. Calianno, JD, LLM, MBA, CPA, Managing Director; National Tax Practice, Andersen Tax, Washington, DC

Lunch | 12:00pm – 1:15pm

PLANNING FOR FOREIGN INDIVIDUAL INVESTING IN OR MOVING TO THE US | 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.

Thomas M. Giordano-Lascari, Esq., Greenberg Glusker, Los Angeles, CA
Michael J.A. Karlin, Esq., Partner, Karlin & Peebles, Los Angeles, CA

Break | 2:45pm – 3:00pm

CASE STUDIES FOR OUTBOUND AND INBOUND INVESTMENT | 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.

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