Introduction to State and Local Taxation 2023 (presented by NYU School of Professional Studies) (Day-2)

Jeffrey A. Friedman, Esq. | Eversheds Sutherland US

Honored as a 2022 Law360 MVP, Jeff Friedman provides sophisticated state and local tax planning, strategic advice and advocacy to numerous Fortune 100 and industry-leading companies. His comprehensive practice includes state and local tax planning, compliance, legislation and policy, and litigation and controversy matters involving income, franchise, sales and use and property taxes. Jeff’s clients span a variety of industries, including e-commerce, energy, technology and telecommunications.

A recognized thought leader on state and local tax issues, Jeff works on high-profile and precedent-setting litigation and controversy matters across the country. These matters impact critical questions on nexus, apportionment, the Multistate Tax Compact and the equal protection, due process and commerce clauses of the United States Constitution. Jeff is also a well-respected advocate on issues of tax policy, including the taxation of digital economy transactions.

Prior to joining Eversheds Sutherland (US), Jeff was a partner in KPMG’s Washington national tax practice; served as an attorney-adviser in the U.S. Department of the Treasury’s Office of Tax Policy, where he assisted with the development of the U.S. government’s position on domestic and international electronic commerce tax issues; and served as vice president and counsel of the Committee (now Council) On State Taxation (COST).

Lynn A. Gandhi, Esq. | Foley & Lardner

Lynn A. Gandhi is a partner and business lawyer with Foley & Lardner LLP. Lynn is based in the firm’s Detroit office where she is a member of the Tax, Benefits & Estate Planning Practice.

Practicing for more than three decades, she has acquired a wealth of experience as a sophisticated tax attorney, including 14 years as corporate in-house counsel, providing her extensive knowledge of the challenges facing businesses in their tax reporting obligations, risk management and planning. Lynn advises her clients on sophisticated multistate tax planning opportunities, manages complex audits, and provides transactional support on the multistate tax implications of merger and acquisition transactions, including the defense of post-closing indemnity and escrow claims related to pre-closing liabilities and the use of voluntary disclosure programs to mitigate such claims.

She is also a successful litigation attorney in tax matters at the administrative, trial and appellate levels and has handled matters across the U.S. Lynn is also a registered lobbyist and represents clients in legislative and policy initiatives across multiple industry platforms. Her clients include foreign-based companies with U.S. operations, national Fortune 500 companies, as well as several trade associations. She is sought out for her practical approach to resolve controversy matters, and when settlement is not possible, her strategic approach to litigation to avoid unnecessary “scorch earth” litigation.

Lynn is well-known for her enthusiasm and engagement with tax policy initiatives affecting taxpayers and is frequently sought out as a subject matter expert in her professional community. She has lead legislative and administrative changes large and small to benefit business entities and their owners. Lynn is particularly well-versed in Michigan taxes, including unemployment taxes, gaming excise taxes, captive insurance company taxes, officer liability exposure, offers-in-compromise, and unclaimed property laws.

Lynn has written extensively, and frequently speaks on state tax matters, having published more than 60 articles and spoken or presented at over 100 events. She currently writes a State Tax Notes column entitled “Smitten with the Mitten.” Lynn is also an adjunct professor at Wayne State University Law School, her alma mater.

In addition to being an accomplished state tax attorney, Lynn is a licensed Certified Public Accountant (CPA) in Michigan and Illinois.

Eric M. Anderson, Esq. | Andersen Tax

Eric Anderson provides state and local tax services as part of the US National Tax practice. He has expertise in strategic tax planning, controversy representation, and tax risk management for clients across the firm. Eric also focuses on income tax planning and compliance, sales and use tax transaction planning, mergers and acquisitions, local tax matters, and administrative tax controversies.

Eric also has extensive experience with unitary tax planning, business and non-business issues, and entity structuring to manage multistate tax liabilities.

Eric serves as an Andersen firm-wide resource for credit and incentive consulting, including negotiated incentives related to company expansions and training activities, as well as statutory tax credits. He has helped clients obtain refunds for a variety of statutory credits aggregating millions of dollars.

Eric has practiced in the state and local tax area since 1994. Before joining Andersen, he worked with international professional services firms consulting in a variety of state and local tax areas. He also held a tax planning position with a Global 100 technology consulting corporation, where his team led a global reorganization to place the company in a tax efficient structure leading up to an initial public offering.

Eric serves as an adjunct professor with the University of San Francisco School of Law. He previously taught state and local taxation in other law programs. He is also a frequent speaker at national and regional conferences.

Timothy A. Gustafson, Esq. | Eversheds Sutherland US

Tim Gustafson counsels clients on all aspects of state and local tax controversy, including audits, administrative appeals and litigation. With a particular focus on California and other Western states, Tim is extensively experienced on issues and matters before the California Franchise Tax Board, the California Department of Tax and Fee Administration, the California Office of Tax Appeals, the Oregon Tax Court, the Utah State Tax Commission, and other courts and administrative bodies. Tim routinely advises retailers and manufacturers, telecommunications companies, technology service providers, and financial institutions on income and franchise taxes, sales and use taxes, and key related issues including apportionment, nexus, business and nonbusiness income, penalties, deductions and credits.

Tim currently serves as Partner in Charge of the Eversheds Sutherland Sacramento office. His past experience includes serving as a Captain in the US Army Judge Advocate General’s Corps at the Netherlands Law Center for three years.

Todd A. Lard, Esq. | Tax Executives Institute

Todd A. Lard is Tax Counsel for TEI in Washington, D.C., where he supports the advocacy and educational activities of TEI’s State and Local Tax Committee. While new to the role, Todd will advance TEI’s state and local tax priorities, which will include legislative, administrative, and judicial advocacy involving complex state and local tax issues affecting multistate corporations.

Prior to joining the TEI legal team in 2022, Todd was a partner in Eversheds Sutherland (US)’s state and local tax practice. His work focused on state and local tax policy, planning, and controversy. Before joining Eversheds Sutherland, Todd spent five years as Vice President and General Counsel at the Council On State Taxation (COST). His work there included legislative, administrative, and judicial advocacy on complex state and local tax issues for multistate corporations. Todd also served as a Tax Research Manager for Nextel Communications and worked in the Washington National Tax Office of KPMG. Todd received his B.A.B.A. in accounting from Dallas Baptist University, his J.D. from Oklahoma City University, and his LL.M. in Taxation from Georgetown University Law Center. Todd is a frequent author and speaker and is an Adjunct Professor of Law at Georgetown University Law Center, where he teaches a course on state income and franchise taxes.

Michael J. Semes, Esq. | BakerHostetler

Mike utilizes over 30 years of government executive, financial and academic experience to drive state and local tax value to his clients in their most significant controversies and transactions.

Mike has served as Pennsylvania Governor Tom Ridge’s Chief Tax Counsel, has been a partner in two ‘Big 4’ firms and is currently a professor of practice at Villanova University Law School Graduate Tax Program. This diverse background enables collaboration with his clients to examine various issues through legal, regulatory, policy, procedural, financial, reputational and academic lenses, leading to practical, goal-oriented solutions.

Mike has handled a broad range of tax issues and won significant victories in many state forums. From a sector perspective, he has a wealth of experience working with companies on both the regulated and non-regulated sides of the energy industry. Mike has also been actively involved in following, writing and speaking about the recent trends in adopting and proposing digital advertising taxes.

David Yanchik, Esq. | KPMG

Mr. David is a Managing Director with KPMG specializing in the state income tax consequences of complex corporate transaction (mergers, acquisitions, spin-offs, restructurings, bankruptcies, etc.). He also assists his clients with various multi-state consulting and controversy matters ranging from the state tax impact of federal tax reform to state refund claims and audit defense.

Elizabeth S. Cha, Esq. | Eversheds Sutherland US

Liz Cha counsels clients on state and local taxation matters, including tax structuring and planning. She regularly advises on a full range of tax types such as income, franchise, sales and use, and property taxes.

Liz also advises clients on unclaimed property matters, such as voluntary disclosure, audit management and the treatment of gift cards and other stored value card programs.

Prior to joining Eversheds Sutherland (US), Liz was a state and local tax associate at an international law firm in Washington, DC.

Cyavash N. Ahmadi, Esq. | Eversheds Sutherland US

Cyavash Ahmadi assists clients on a broad array of state and local tax (SALT) issues including, compliance, planning, litigation, controversy, and audit defense. He is experienced in multistate taxation issues involving income, franchise, sales and use, and property taxes.

Prior to joining Eversheds Sutherland, Cyavash was an associate at a New York law firm where he regularly worked on tax research and analysis concerning a broad range of issues including: fund formation and structuring, liquidating trusts, tax free reorganizations, qualified settlement funds, cross-border mergers and acquisitions, state and local taxes, and matters relating to tax exempt organizations.

Maria M. Todorova, Esq. | Eversheds Sutherland US

Maria Todorova serves as national state and local tax counsel to many of the Fortune 100 and other industry-leading companies, helping them successfully navigate through multi-state state and local tax audits and litigation, complex tax reporting positions and sophisticated business restructuring opportunities. Maria currently serves on the firm’s Executive Committee and as a deputy practice group leader of the firm’s Tax Practice.

Maria regularly represents clients in a variety of industries including communications, energy, technology, financial, retail, manufacturing and hospitality, providing strategic advice and advocacy on matters across the United States in all areas of state and local taxation. Maria has extensive experience with industry-specific communications, energy and technology tax issues.

Maria stays active in the SALT community and frequently speaks on state and local tax topics in various forums including the Broadband Tax Institute, the Wireless Tax Group, the State Tax Roundtable for Utilities and Power, Telestrategies, the Tax Executives Institute’s national and regional tax conferences, the Council on State Taxation’s national and regional state tax conferences, New York University’s Institute on State and Local Taxation, the Hartman SALT Forum. Maria currently serves as an adjunct professor at Emory University School of Law teaching state and local taxation.

Maria is conversant in Italian and Russian and fluent in Bulgarian.

Jeremy P. Gove, Esq. | Eversheds Sutherland US

Jeremy Gove counsels clients on all aspects of the state and local tax (SALT) consequences of their various business transactions. He is experienced in multistate taxation issues, including income, franchise, gross receipts, sales and use, and property taxes. Jeremy also works with clients through various stages of multistate tax planning and structuring, tax controversy and litigation, and policy matters.

Prior to joining Eversheds Sutherland, Jeremy worked for a global law firm where he represented clients in income, franchise, gross receipts, and sales & use tax controversy matters throughout the country at the administrative and judicial level.

Chelsea E. Marmor Esq. | Eversheds Sutherland US

Chelsea Marmor counsels clients regarding state and local tax (SALT), including compliance, planning, litigation, controversy and audit defense matters. Her clients face issues involving income, franchise, sales and use, and property taxes.

Chelsea also regularly monitors and analyzes SALT legislation to determine any potential effect on clients’ business operations.

Prior to joining Eversheds Sutherland (US), Chelsea served as an associate at a large, international tax firm. There, she also prepared and reviewed federal and state tax returns and advised clients on SALT matters, including tax litigation and controversy.

Awards and Rankings

Recipient, Law360 Distinguished Legal Writing Award, presented at the 2020 Burton Awards for Legal Achievement for co-authoring, “States Find Footing With Marketplace Legislation After Wayfair,” published in August 2019 by Tax Notes (2020).

John Ormonde, Esq. | Eversheds Sutherland US

John Ormonde advises clients on state and local tax controversy, planning, and policy matters across all types of taxes, including income, franchise, gross receipts, property, and sales and use taxes.

Prior to joining Eversheds Sutherland, John was a tax consultant with a Big Four accounting firm in the Multistate Tax Services group and then a partner at a boutique state and local tax law firm in San Francisco. He regularly represented Fortune 500 corporate taxpayers, partnerships, and high-net-worth individuals at the audit level and in administrative appeals, trial courts, and courts of appeal. John also has experience identifying state and local tax refund opportunities and executing refund claims. He has worked with many clients in the asset management, technology, financial, manufacturing, and retail industries.

John is admitted to the State Bar of California and District of Columbia.

Todd G. Betor, Esq. | Eversheds Sutherland US

Todd Betor focuses his practice on the state and local tax implications of business transactions, including mergers, acquisitions and restructurings. He advises clients on the impact of federal tax provisions on state taxation. Todd counsels clients in the digital economy, retail and technology industries, with a particular emphasis on marketplace and remote sellers. He guides clients through state tax planning pre- and post-transaction, and provides modeling, guidance and integration recommendations. He also helps clients throughout the reorganization process, from drafting implementation plans to writing tax opinions.

Todd instructs clients on all aspects of state and local tax, including income, franchise, sales and use, telecom and other transaction taxes, as well as tax accounting for state and local taxes. In addition to tax planning, he represents clients in tax controversy and litigation matters, and advises on employment tax withholding, resident status and other state tax issues for clients with mobile, global workforces.

Prior to joining Eversheds Sutherland (US), Todd served as an associate at a Big Four accounting firm in San Francisco. There he focused on the tax consequences of internal reorganizations, mergers and acquisitions, and dispositions.

Kimberly A. Krueger, Esq., CPA | PwC

Partner, New York Metro, PwC US

Valerie C. Dickerson, J.D., CPA | Deloitte Tax

Valerie is the Multistate Tax practice leader for the Washington National Tax (WNT) office of Deloitte Tax LLP and competency leader for Deloitte Tax’s Multistate Tax Controversy Resolution Services and Multistate Jurisdictional Technical Leads. The WNT-Multistate practice advises clients regarding the state and local aspects of transactions, restructurings, mergers & acquisitions, and filing positions, and represents clients in controversies with the state tax authorities. She also serves clients as a Lead Tax Partner and lead Multistate partner, focusing primarily on technology, media, insurance/health plans, life sciences, and retail. She has been a frequent speaker and author on multistate taxation matters including state implications of tax reform, nexus issues, the intersection of state and international tax matters, apportionment, unitary taxation, and California franchise tax subjects.

From early 2020 through early 2022, Valerie also helped launch Legal Business Services, a service lined devoted to assisting corporate legal department transformation, serving as both Clients & Markets leader, and Legal Entity Management offering leader during that time.

Leonore Heavey, Esq. | Council On State Taxation

Leonore Heavey is Tax Counsel for the (Council On State Taxation) COST and is the lead advocate for the Northeastern states. Before joining COST, Leonore served as Chief Revenue Counsel for the Louisiana Senate. She began her career in state and local taxation at the Louisiana Department of Revenue where she served in numerous roles during her tenure including Assistant Director of the Policy Services, Tax Administration, and Audit Review divisions. Leonore’s work with the department included serving on their legislative liaison team, drafting tax policy documents, and reviewing corporate income and franchise tax field audits. Her undergraduate degree in Agriculture and masters in Agricultural Economics are from Washington State University. She earned her Master of Laws in Taxation from the University of Denver and her Juris Doctor from the University of Idaho College of Law. Leonore is a member of the Louisiana and Washington state bar associations.

Marilyn Wethekam, Esq. | Council On State Taxation

Marilyn is a foundational member of HMB’s State and Local Tax (SALT) Group and has played a prominent role in building its success. Since joining the firm in 1995, Marilyn’s contributions to HMB and our clients have been immeasurable, and we are grateful for her dedication, expertise and leadership.

“It’s never easy to bid farewell to a colleague,” said Jordan M. Goodman, Partner in HMB’s SALT group. “Marilyn has been an invaluable member of our firm and SALT practice, and her impact on our clients and colleagues has been beyond measure. Her influence on the state and local tax world cannot be overstated, and we have no doubt that she will continue to make a significant contribution in her new position at COST. We wish her every success in her next chapter and look forward to continuing our relationship with her.”

COST is a premier state tax organization representing taxpayers. Marilyn has been involved with COST for over 40 years, holding various leadership positions, including serving as the organization’s first female chair in 1992. She has helped the organization grow in its success, and we expect she will have an immediate impact in her new role.

While we are excited for Marilyn, we are also sad to see her go. She has been an integral part of our firm and she will be missed. We thank Marilyn for her many years of dedicated service and wish her luck as she embarks on this new chapter in her career.

Andrew Jay Maschas, Esq. | Comptroller of Maryland

Mr. Maschas serves as a Director in the Comptroller of Maryland’s Hearings & Appeals Division. He administers the Hearings & Appeals Division that includes Offer-in-Compromise, Voluntary Disclosure Agreement and Whistleblower programs. I previously administered the Business Tax Field Audit, Business Tax Collections and Unclaimed Property sections.

His prior role was an Assistant Manager in the Hearings & Appeals section. As an Assistant Manager, He supervised several Maryland attorneys and approved withdrawals, settlements and proceeding with litigation in appeals of tax assessments and refund denials.
He started as a Hearing Officer in the Hearing & Appeals section. As a Hearing Officer, he resolved thousands of tax appeals from individuals, small businesses, tax-exempt entities, and Fortune 500 companies involving individual and corporation income, sales and use, employment, and admissions & amusement taxes.

He is a licensed attorney in Maryland and Pennsylvania. He previously served as the Chair of the Maryland State Bar Association, Taxation Section. He is a Maryland chapter author of the ABA Sales and Use Tax Deskbook and a chapter author for the MSBA publication Maryland Taxes,

He received an LL.M in Taxation from Villanova University School of Law, a J.D. from University of the Pacific – McGeorge School of Law and Bachelor of Arts Degrees in Business Management and Economics from Washington College.

DAY 1: MONDAY, JULY 24, 2023

US CONSTITUTIONAL AND OTHER FEDERAL CONSTRAINTS ON STATE TAXATION – Kathleen Costello, CMP, Assistant Director, NYU School of Professional Studies, New York, NY, Jeffrey A. Friedman, Esq., Partner, Eversheds Sutherland US, Washington, DC, Lynn A. Gandhi, Esq., Partner, Foley & Lardner, Detroit, MI | 8:25am – 9:30am

INTRODUCTION TO SALES AND USE TAXATION – Eric M. Anderson, Esq., Managing Director, Andersen Tax, San Francisco, CA, Jeffrey A. Friedman, Esq., Partner, Eversheds Sutherland US, Washington, DC | 9:30am – 10:30am

• Discussion and Overview of Sales and Use Taxes
• Commonalities and Differences Among State Sales Taxes
• Tangible Personal Property and other Key Definitions
• Credits Against Taxes Paid to Other States

Break | 10:30am – 10:45am

SALES TAXATION EXEMPTIONS AND ADMINISTRATION – Timothy A. Gustafson, Esq., Partner, Eversheds Sutherland US, Sacramento, CA, Todd A. Lard, Esq., Tax Counsel, Tax Executives Institute, Washington, DC | 10:45am – 12:00pm

• Resale, Manufacturing, Processing Exemptions
• Exemption Certificates Administration
• Streamlined Sales and Use Tax Project and Agreement
• Common Audit Issues

Lunch Recess | 12:00pm – 1:00pm

SALES TAXATION OF SERVICES AND OTHER SPECIAL PROBLEMS – Michael J. Semes, Esq., Of Counsel, BakerHostetler, Philadelphia, PA, David Yanchik, Esq., Managing Director, KPMG, Pittsburgh, PA | 1:00pm – 2:30pm

• Discussion of Taxation of Information, Data Processing, and other Computer-Related Services
• Apportionment of Service Transactions
• Bundled Transaction and Mixed Sales
• Use Taxation on Mobile Property
• Local Sales and Use Taxes
• Class Action and Qui Tam Litigation

SALES AND USE TAXATION: SELLING ON A MARKETPLACE – Elizabeth S. Cha, Esq., Partner, Eversheds Sutherland US, New York, NY, Cyavash N. Ahmadi, Esq., Associate, Eversheds Sutherland US, New York, NY | 2:30pm – 3:15pm

• Description of Marketplace Collection Statutes including Notable Similarities and Differences
• Special Issues, including Liability of Third-Party Sellers and Marketplaces, Exemptions and Certificates,

Break | 3:15pm – 3:30pm

GROSS RECEIPTS TAXES – Maria M. Todorova, Esq., Partner, Eversheds Sutherland US, Atlanta, GA, Jeremy P. Gove, Esq., Associate, Eversheds Sutherland US, New York, NY | 3:30pm – 4:30pm

• Description of Various Gross Receipts Taxes, including Washington B&O, Ohio CAT, Texas Margins Tax
• Special Problems, including Apportionment, Pyramiding, Treatment of Intercompany Transactions, and Pass-Through

STATE TAX RESEARCH TOOLS, TIPS AND TRICKS – Chelsea E. Marmor Esq., Associate, Eversheds Sutherland US, New York, NY, John Ormonde, Esq., Associate, Eversheds Sutherland US, Washington, DC | 4:30pm – 5:30pm

DAY 2: TUESDAY, JULY 25, 2023

STATE CORPORATE INCOME TAXATION – Todd G. Betor, Esq., Partner, Eversheds Sutherland US, New York, NY, Kimberly A. Krueger, Esq., CPA, Director, State & Local Tax, PwC, New York, NY | 8:15am – 9:30am

• Tax Base and Federal Income Tax Conformity
• Common Modifications and Adjustments
• Business Income and Non-Business Income
  • Apportionment versus Allocation

APPORTIONMENT OF THE CORPORATE INCOME TAX BASE – Elizabeth S. Cha, Esq., Partner, Eversheds Sutherland US, New York, NY, Ted W. Friedman, Esq., Partner, Eversheds Sutherland US, New York, NY | 9:30am – 10:30am

• Uniform Division of Income for Tax Purposes Act
  • Overview of the Three-Factor Formula
  • Description of Each Factor and Calculation

Break | 10:30am – 10:45am

SALES FACTOR: SPECIAL PROBLEMS – Lynn A. Gandhi, Esq., Partner, Foley & Lardner, Detroit, MI, Maria M. Todorova, Esq., Partner, Eversheds Sutherland US, Atlanta, GA | 10:45am – 12:00pm

• Moorman and the Constitutionality of the Single Sales Factor
• Sales of Services
  • Costs-of-Performance Issues and Litigation
  • Market-Based Sourcing Issues and Litigation
• Throwback and Throwout

Lunch Recess | 12:00pm – 1:00pm

THE UNITARY BUSINESS PRINCIPLE – Todd A. Lard, Esq., Tax Counsel, Tax Executives Institute, Washington, DC, Michael J. Semes, Esq., Of Counsel, BakerHostetler, Philadelphia, PA | 1:00pm – 2:00pm

• Discussion of the Principle and the Roles It Serves in Corporate Income Taxation
• Description of the Various Tests Employed to Apply the Unitary Business Principle
• Special Problems Associated with the Unitary Business Principle

STATE CORPORATE INCOME TAX FILING METHODS – Valerie C. Dickerson, J.D., CPA, Partner, Washington National Tax-Multistate, Deloitte Tax, Washington, DC, Timothy A. Gustafson, Esq., Partner, Eversheds Sutherland US, Sacramento, CA | 2:00pm – 3:00pm

• Separate, Consolidated and Unitary Combined Returns
  • Water’s Edge versus Worldwide Combined Reporting
• Treatment of Intercompany Transactions
• Application of State Anti-Abuse Rules
  • Addback Statutes
  • Inclusion of Tax Haven Affiliates

Break | 3:00pm – 3:15pm

STATE TAX ADMINISTRATION – Leonore Heavey, Esq., Tax Counsel, Council On State Taxation, Washington, DC, Marilyn Wethekam, Esq., Of Counsel, Council On State Taxation, Washington, DC, Andrew Jay Maschas, Esq., Director, Appeals Division, Comptroller of Maryland, Baltimore, MD | 3:15pm – 4:00pm

• Statutes of Limitations
• Requirements of Refund Claims
• Requirements of State Tax Protests of Assessments
  • Differences between Proposed and Final Assessments

FINANCIAL STATEMENT ISSUES ASSOCIATED WITH STATE TAXATION – Todd G. Betor, Esq., Partner, Eversheds Sutherland US, New York, NY, Kimberly A. Krueger, Esq., CPA, Director, State & Local Tax, PwC, New York, NY | 4:00pm – 4:45pm

• Application of ASC 740 (Income Taxes) and ASC 450 (Non-Income Taxes)
• Consideration of Different Tests and Comfort Levels Used to Reserve or Not