Preparing for 2025: Understanding upcoming tax changes

Lisa M. Zarlenga | Steptoe LLP

Lisa Zarlenga heads Steptoe’s Tax Policy Practice and combines her technical tax knowledge with her understanding of the tax policy process to solve clients’ most challenging problems. Drawing on her experience as Tax Legislative Counsel at the US Treasury Department’s Office of Tax Policy and her many years of advising domestic and multinational businesses on the federal income tax aspects of corporate and certain partnership transactions, Lisa helps clients advocate for changes in the tax law, participate in the process of implementing those changes through Treasury/IRS regulations and other administrative guidance, and structure transactions involving those changes. Lisa’s broad experience allows her to help clients develop multi-faceted strategies to achieve their ultimate goals.

As Tax Legislative Counsel at the Treasury Department, Lisa advised Treasury’s Assistant Secretary for Tax Policy on a broad range of domestic tax policy issues, including corporate, partnership, healthcare, tax- exempt organizations, energy, income tax accounting, estate and gift, and procedure and administration. She oversaw preparation of regulations and other administrative guidance implementing the Internal Revenue Code and the president’s annual revenue proposals in these areas.

Lisa advises clients on structuring tax-free and taxable acquisitions and dispositions, tax-free spin-offs, and internal restructurings, including providing opinion letters and seeking advance rulings from the IRS. She also assists clients in restructuring financially troubled businesses and advises on the special rules governing consolidated groups.

Lisa co-teaches a corporate tax class at George Washington University Law School.

Having worked on early tax guidance while at Treasury, Lisa has developed a specialized knowledge of tax issues involving blockchain and digital currency. She advises clients on conducting digital currency transactions and conversions, token offerings, and different investment and entity structures. Her experience includes advising coalitions of leading companies in the blockchain space engage directly with the IRS and policymakers to develop workable policies at an industry-wide level.

Lisa is a co-editor and co-author of the book, Taxation of Crypto Assets, which provides a comparative study in the taxation of crypto assets among 39 different countries.

Lisa has worked with clients, including a coalition of stakeholders, to advocate for regulatory and subregulatory guidance to implement the statutory changes to the carbon capture and sequestration credit by the Bipartisan Budget Act of 2018 and the Inflation Reduction Act. She has also assisted clients in filing the first life cycle analysis reports and structuring and negotiating sequestration projects and tax equity deals.

Lisa has also helped clients advocate for legislative changes to energy tax credits, including the credit for production from advanced nuclear power facilities. Most recently, she has been advising clients on the applicability of, and efforts to implement, the newly enacted energy tax provisions in the IRA, including the newly enacted methods to monetize these credits.

Lisa has advised investors and funds on the intricate tax rules that govern investments in qualified opportunity funds and structured those investments. Shortly after enactment of the opportunity zone tax incentives in 2017, Lisa began working with a coalition of stakeholders to advocate for guidance to implement the new policies, including preparing comment letters and meeting with policymakers. She has also assisted funds with the ongoing compliance with the tax requirements.

Lisa co-authored the Bloomberg Tax Management Portfolio, “Investments in Qualified Opportunity Zones.”

Lawrence Hill | Steptoe LLP

Larry Hill is a tax partner who heads the firm’s tax controversy practice. He is one of the nation’s preeminent tax litigators and first-chair trial lawyers who focuses his practice on the resolution of complex domestic and cross-border civil tax disputes through the IRS administrative process and litigation.

The NY Times has called Larry “a leading member of the American Tax Bar” and “a litigator who is known for aggressively defending clients before the IRS over tax matters.” The Legal 500 ranks Larry in their Hall of Fame for Contentious Tax and refers to Larry as “a superb lawyer and one of the leaders of the tax controversy bar,” Chambers USA praises him as “technically superb and so knowledgeable, he knows all the details and brings a lot of gravitas.”

He represents numerous financial institutions, multinational corporations, international accounting firms, partnerships, private foundations, and high net worth individuals in domestic and international tax- related disputes. He also represents clients in high profile white-collar investigations, criminal cases, and congressional investigations.

Larry has litigated some of the most significant civil and criminal tax cases in U.S. history. Larry was lead counsel for the sponsor/partner in the seminal taxpayer victory in Cross Refined Coal, LLC v. Commissioner, 45 F.4th 150 (D.C. Cir. 2022), where the US Court of Appeals for the DC Circuit found that a tax credit partnership was a bona fide partnership for tax purposes and was imbued with economic substance despite the lack of any pre-tax profit potential. Larry represented the American Tax Policy Institute on its amicus brief to the US Supreme Court, in Moore v. U.S., perhaps the most significant tax case in the last fifty years. Additionally, Larry was counsel for the American College of Tax Counsel on their Amicus Brief to the US Supreme Court, in support of Appellant law firm, in the In re Grand Jury case—a landmark attorney-client privilege case.

Prior to joining Steptoe, he served as a senior partner and global head of tax controversy and litigation at several major international law firms, as well as the co-global head of the financial institutions practice at one of those firms. Earlier in his career, Larry was a trial attorney and National Tax Shelter Project Attorney with the Office of Chief Counsel of the Internal Revenue Service and a Special Assistant United States Attorney with the United States Attorney’s Office in Washington, DC. The IRS honored him twice with Special Achievement Awards for his work as a top trial attorney in the country. Larry also previously served as Assistant General Counsel to a “Big Four” accounting firm.

Lauren Azebu | Steptoe LLP

Lauren Azebu focuses her practice on US federal income taxation issues for domestic and international clients, including high-net worth individuals. She regularly advises both US- and foreign-owned businesses and individuals on the US tax consequences of cross-border investments, cryptocurrency issues, business structurings, withholding obligations, and FATCA compliance. She also advises clients on planning and structuring corporate transactions, including tax-free spinoffs.

In addition to advising clients on tax planning issues, Lauren counsels clients on competent authority issues and represents clients in IRS examinations. She also is actively involved in Steptoe’s pro bono program, and has assisted several clients in settling tax issues with the IRS and state tax agencies.

Before joining Steptoe, Lauren worked as a tax accountant at one of the Big Four accounting firms. In this role, she gained considerable skills working with audit teams to calculate quarterly tax provisions for corporate entities, and handling tax return preparation for business and individual clients.

Lauren is the chair of the Steptoe AAPI Lawyers Affinity Group, which facilitates relationship building among lawyers in the Asian American and Pacific Islander cultures. She is also the President of the Coalition of Women’s Initiatives in Law, Washington D.C. chapter, as well as the former co-chair of the Steptoe Women’s Forum.

Nick Sutter | Steptoe LLP

Nick Sutter advises clients on a broad range of federal tax matters, including issues related to tax policy, tax controversy, transfer pricing, and tax-exempt organizations. Nick works with several clients related to the implementation and application of the new and expanded energy incentives included in the Inflation Reduction Act, including solar, hydrogen, carbon capture and sequestration, and manufacturing tax credits. His experience includes legislative and policy advocacy before Congress and the Department of Treasury as well as assisting clients with tax controversy matters in the Internal Revenue Service administrative process and federal courts. Nick also advises clients on government affairs issues, including legislative strategy and process.

Before joining Steptoe, Nick was Director of Government Relations at a Washington DC lobbying firm, where he represented companies and trade associations in the energy, financial services, automotive, and transportation sectors. Prior to that, Nick worked on Capitol Hill for seven years for Senator Maria Cantwell, the Senate Committee on Energy & Natural Resources, and the Senate Committee on Small Business & Entrepreneurship.

I. Key provisions of the TCJA set to expire at the end of 2025 | 2:00pm – 2:15pm

• Key individual tax provisions
• Key business tax provisions

II. Bipartisan efforts and legislative processes impacting tax reform | 2:15pm – 2:30pm

• Legislative efforts and political dynamics
• Congressional pressure and upcoming deadlines

III. Potential changes in individual and business tax provisions | 2:30pm – 2:45pm

IV. Potential revenue raisers and cost considerations | 2:45pm – 3:00pm

Break | 3:00pm – 3:10pm

V. The political landscape and its influence on tax legislation | 3:10pm – 3:30pm

• The political landscape and future implications

VI. The impact of Loper Bright Enterprises v. Raimondo and Corner Post v. Board of Governors of the Federal Reserve on the legislative process and implementation of that legislation | 3:30pm – 3:50pm

VII. Strategies for engaging with lawmakers and influencing tax policy | 3:50pm – 4:10pm