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Basics of International Taxation 2013

 
Author(s): Linda E. Carlisle
Practice Area: International Law, Tax
Published: Jul 2013
PLI Item #: 42435
CHB Spine #: D386

Andrew Solomon has been a partner in Sullivan & Cromwell's Tax Group since 1992. He has a broad-based practice, involving both tax planning and dispute resolution. Mr. Solomon served as managing partner of Sullivan & Cromwell's Tax Group for 17 years, coordinating the Firm's tax practice worldwide from offices in New York and London.

Mr. Solomon has been active in structuring and restructuring acquisitions, divestitures (including spin-offs) and joint ventures, especially cross-border transactions. He has represented numerous clients in obtaining rulings and other administrative relief from the Internal Revenue Service, and in connection with Internal Revenue Service audits and controversies (at the IRS Appeals Office and in court).

Mr. Solomon has extensive experience advising financial institutions, including insurance companies, as well as banks and securities and commodities dealers. He also works closely with, and is familiar with the particular issues affecting, global industrial companies, technology and other companies that license intellectual property, natural resource companies (including both mining and oil and gas companies) and private equity and hedge funds.

Education

1984, Harvard Law School, J.D. magna cum laude
1975, Brown University, B.A., with honors


Arlene Fitzpatrick is an Attorney-Advisor in the Office of the International Tax Counsel at the Department of the Treasury. Arlene is actively involved in the Base Erosion and Profit Shifting Project at the OECD, is one of the U.S. delegates at the OECD Working Party 1 (Tax Conventions and Related Questions), and formerly served as the U.S. delegate to the Global Forum on Transparency and Exchange of Information. Arlene works on a variety of inbound and outbound issues including subpart F, withholding, and income tax treaty matters. Before joining Treasury, Arlene worked for the International Tax Services Group of Ernst and Young LLP based in Washington DC, where her practice focused on a wide range of international tax matters. Arlene received her LL.M. from the University of Iowa, College of Law, and a B.A. and LL.B. from the National University of Ireland, Galway.

 


Brion Graber is a partner with the D.C. law firm of Scribner, Hall & Thompson, LLP. The firm specializes in providing tax advice on federal tax matters for insurance and financial service companies and on insurance and financial products. The firm's practice includes tax planning, consulting, and controversy work, as well as representation of clients at all phases of disputes with the Internal Revenue Service and in litigation. Brion's practice focuses on all federal income tax issues affecting insurance companies, with particular emphasis on international tax issues.

 Prior to joining the firm in 2012, Brion spent five years on the staff of the Joint Committee on Taxation developing and evaluating federal tax legislative proposals, particularly in the international area. He began his tax career in private practice at a D.C.-based firm where he represented clients on a wide range of tax controversy and tax planning matters.  Brion received his J.D. from the University of Pennsylvania and his LL.M. (Taxation) from Georgetown University. He is admitted to the bars of D.C., New York, the U.S. Supreme Court, and the U.S. Tax Court, and he is also a certified public accountant.


With a career that spans both government and private practice, Carol Tello helps multinational companies and individuals navigate the complex and rigorous realm of international taxation. Her practice includes a broad range of cross-border tax planning and Internal Revenue Service (IRS) controversy matters, including compliance with the Foreign Account Tax Compliance Act (FATCA).

Balancing the concurrent goals of minimizing tax consequences and complying with the law, Carol brings experience in cross-border restructuring transactions, inbound corporate transactions, withholding matters and treaty interpretation issues, as well as cross-border taxation of corporate executives and the U.S. taxation of non-U.S. citizens. She also advises clients on tax issues involving intellectual property transactions.

Before joining Sutherland, Carol worked in the IRS Office of Associate Chief Counsel (International) and as a Special Assistant to the Assistant Commissioner (International). She participated in a number of income tax treaty negotiations, was the IRS National Office adviser in several U.S. Tax Court cases, and worked on various regulations and other guidance, including significant participation in developing regulations concerning the taxation of software transactions. Carol is the author of the BNA Treatise “Payments Directed Outside the United States – Withholding and Reporting Provisions Under Chapters 3 and 4.”

Education

LL.M. in Taxation, Georgetown University Law Center

J.D., University of Maryland School of Law

B.A., College of William and Mary

Bar Admissions

District of Columbia

Maryland


Catherine Schultz is the Vice President for Tax Policy at the National Foreign Trade Council.  Her responsibilities include international tax policy including legislative, regulatory, non-U.S. tax policy, OECD work on base-erosion and profit shifting (BEPS), administration, and tax treaty activity.

Prior to joining the NFTC, she was a Principal at Capital Strategies Group, LLC, where she represented client interests on pending tax legislation and served as a legislative advocate on international taxation, research and development, depreciation and capital gains.

Catherine also was a director of tax legislation and regulatory affairs at WorldCom and Honeywell.  In addition, she had been a tax analyst at a number of firms including Miller & Chevalier, Hogan & Hartson, and Caplin & Drysdale.   She has held various leadership positions in the Tax Coalition, where she was a member of the Board of Directors and a former Private Sector Chair. She participates in the OECD Technical Advisory Group on the taxation of cross-border services under the VAT, and is a member of the International Fiscal Association.  She is on the faculty of the Practising Law Institute’s Basics of International Taxation program.  Catherine is widely quoted as a tax policy expert in the Wall Street Journal, BNA Bloomsburg, Reuters, and Politico.

Catherine holds a B.A. in Foreign Service International Affairs from the Pennsylvania State University; she also studied economics at the University of Exeter, Exeter, England, and international taxation at the University of Pennsylvania.


Chris Bowers advises clients on all aspects of international tax planning and controversy. With many of the largest U.S. and foreign financial institutions as his clients, as well as large, multinational companies, he focuses on cross-border financing, cross-border mergers and acquisitions, and foreign tax credit planning. Before joining the firm in 2006, he was a partner in the International Corporate Services Group in KPMG's Washington National Tax Office.

Chris is listed as one of the country's leading practitioners in the field of taxation by Chambers USA, which recognized him as "a beautiful writer with extraordinarily strong client skills." The publication also noted he has "tremendous technical ability and insight into the rules and regulations." Chris has co-authored several articles on a wide range of international topics, including managing cross-border service structures and Subpart F and PFIC issues, that have been published in leading tax journals, including Tax Management International Journal, Tax Notes and Tax Notes International. He is an adjunct professor at Georgetown University Law Center, where he teaches International Taxation, and was an adjunct professor of law for corporate taxation at the George Mason University School of Law in 2004.

Prior to entering private practice, Chris clerked for Chief Justice William H. Rehnquist, Supreme Court of the United States, and the Hon. Pamela Ann Rymer, U.S. Court of Appeals, Ninth Circuit.

At University of Chicago Law School, Chris was a member of the Order of the Coif and articles editor for the University of Chicago Law Review. He graduated as valedictorian of his class from Fordham University.
 

SPEAKING ENGAGEMENTS
 

Recent Developments in Cross Border Taxation, The Bloomberg BNA Tax Policy & Practice Summit, Washington, D.C. (Nov. 14, 2012)
 

AWARDS AND HONORS

  • Chambers USA: America's Leading Lawyers for Business - Tax (2009-present)
  • The Best Lawyers in America, Tax Law (2013)
  • Legal 500: Tax Controversy (2012)

  ADMISSIONS
  • Admitted to practice in the District of Columbia and Maryland
  • U.S. Tax Court

 EDUCATION
  • The University of Chicago Law School, Juris Doctor, High Honors (1997)
  • Fordham University, Bachelor of Arts, Summa Cum Laude (1994) 


Daniel Messing

Daniel Messing is a member of Ernst & Young LLP’s International Tax Services practice, with over 25 years of international tax experience.

Daniel regularly evaluates and opines on the status of public and private corporations as PFICs. He assists companies in structuring their investment in PFICs (and potential PFICs) and in taking into account the effect of the PFIC rules.

Daniel helps support EY’s PFIC Analyzer, a one-stop source for PFIC data that can assist asset managers in ascertaining the status of foreign equities.

Daniel also has extensive experience in reviewing PFIC compliance and reporting.

Daniel is also an author of the upcoming revision to the BNA Management portfolio, Reporting Requirements Under the Code for International Transactions.


Douglas Chestnut

Doug Chestnut is a partner in Ernst & Young LLP’s International Tax Services Capital Markets group and works on various international planning matters in the capital markets arena. Doug provides services related to foreign currency taxation, taxation of commodity trading, cross-border financing and other treasury planning, including currency risk management and hedging. He is also the primary author of the FAS 133 section of a BNA Tax Management Portfolio, which addresses FAS 109 for multinational corporations.

Doug joined Ernst & Young LLP in 1991. He graduated from Eastern Michigan University with a B.A. in Finance and from Colorado State University with a M.A. in Accounting. He is also a certified public accountant licensed in Illinois and the District of Columbia.


EILEEN MARSHALL
Partner

Tax
Mergers & Acquisitions
Corporate Finance

EXPERIENCE:

Eileen Marshall is a partner in the tax practice at Wilson Sonsini Goodrich & Rosati. Eileen's practice includes all aspects of domestic and cross-border mergers, acquisitions, divestitures, tax-free reorganizations, taxable and tax-free spin-offs, incorporations, and partnership formations. She also advises clients on tax issues in connection with public and private equity and debt financings and restructurings.

Eileen is a member of the firm’s board of directors and a former member of its compensation committee.

EDUCATION:

  • J.D., Yale Law School, 1996
  • B.A., University of Pennsylvania, 1989
    Summa Cum Laude

ASSOCIATIONS AND MEMBERSHIPS:

  • Chair, Committee on Financial Transactions, American Bar Association Taxation Section
  • Former Chair, Financial Products Committee, District of Columbia Bar Taxation Section
  • Member, District of Columbia Bar Taxation Section
  • Member, American Bar Association Taxation Section

HONORS:

  • Selected for inclusion in the 2012, 2013, 2014 and 2015 editions of Washington DC Super Lawyers

SELECT PUBLICATIONS:

  • Co-author, "A User's Guide to Call Spread Convertibles," Taxation of Financial Products and Transactions, Practising Law Institute, 2009
  • "Practical Run-Ins between Conventional Convertible Debt Instruments and Certain Interest Disallowance Provisions of the Code," Taxation of Financial Products and Transactions, Practising Law Institute, 2008
  • Co-author, "Structuring the Corporate Start-Up," New York University 64th Annual Institute on Federal Taxation, 2006
  • Co-author, "More from the Abyss of Debt and Equity," New York University 63rd Annual Institute on Federal Taxation, 2005

SELECT SPEAKING ENGAGEMENTS:

  • Eileen speaks frequently on panels for the District of Columbia Bar Taxation Section Financial Products Committee and the American Bar Association Taxation Section Committee on Financial Transactions and the Corporate Tax Committee. She also has spoken at the Practising Law Institute, New York University Annual Institute on Federal Taxation and Tax Executives Institute.

ADMISSIONS:

  • Bar of the District of Columbia
  • State Bar of California
  • State Bar of New York


Elena V. Romanova is a Director and the Head of Consumer and Private Bank Tax Advisory at Citigroup Inc. in New York. She was an associate at Cleary Gottlieb Steen & Hamilton LLP from 2003 to 2010 and served as a Tax Policy Fellow at the U.S. Treasury Department, Office of Tax Policy in the fall of 2002. In her work, she focuses on U.S. federal income tax aspects of financial products and corporate transactions.

Ms. Romanova received a J.D. degree, magna cum laude, from New York University School of Law in 2002 where she served as a student editor of the Tax Law Review, an undergraduate degree, summa cum laude, from the University of Houston in 1996, and a degree of Master of Professional Accountancy in Taxation from Indiana University in Bloomington in 1999.  She also received an L.L.M. in Taxation from New York University School of Law in 2003.

Ms. Romanova’s publications include:
“The 2009-2010 Special Election to Defer Cancellation of Debt Income,” (Practising Law Institute 2010) (with Jason R. Factor and Erika W. Nijenhuis)

“Everything I Know About New Financial Products I Learned From DECS,” (Practising Law Institute 2009) (with Erika W. Nijenhuis & William L. McRae)

“Treasury and IRS Issue Notice and Revenue Ruling Concerning ‘Prepaid Forward Contracts,’” Practical U.S./International Tax Strategies, November 15, 2007 (with Erika W. Nijenhuis & William L. McRae)

Ms. Romanova is a member of the Bar in New York State.  She is a member of the American Bar Association and New York State Bar Association. She is licensed in Indiana as certified public accountant (inactive).


Erica is a Managing Director with PwC’s FSR group (Financial Instruments, Structured Products and Real Estate) in the San Francisco office. She has significant experience working with the financial products, structured finance and real estate groups on product related tax issues and treasury planning, including the Foreign Account Tax Compliance Act.

Erica joined PwC in August 2011 after a career in New York, Philadelphia and London as a tax lawyer, banker and in-house tax adviser.  She started working in New York and then moved to Philadelphia where she became a partner at Pepper Hamilton.  She then relocated to London where she lived for 18 years working for a variety of investment banks.  She was most recently the head of the tax advisory group at Merrill Lynch (latterly Bank of America) in London where she managed the product support and control function.  She has extensive experience working with the US and international tax issues associated with complex financial instruments.

Typical engagements Erica has led or participated in:

  • Assessment and implementation of FATCA  for a variety of clients including banks, fund managers, private equity funds and other investment vehicles.
  • Advising on effect of FATCA on structured products, derivatives and securitization vehicles.
  • Analysis of broker-dealer tax positions and valuation of financial instruments for tax purposes.
  • Tax analysis of complex structured products and derivative transactions.
  • International corporate and financial institution treasury tax issues.
  • International tax issues associated with outbound operations of US companies.

Erica holds a BA with Honors from the University of Leeds. She received her JD and Master of Laws in Taxation from New York University School of Law.


Ethan Atticks is an International Tax Services Managing Director in the Washington National Tax Services office of PwC where he specializes in outbound international tax issues with a focus on the U.S. anti-deferral regimes of subpart F and PFIC.  Before joining PwC, Mr. Atticks was an attorney and a Senior Technical Reviewer in Branch 2 of the Associate Chief Counsel (International) ("ACCI"), which has subject matter jurisdiction over the subpart F and PFIC regimes.  While serving as Senior Technical Reviewer of Branch 2, Mr. Atticks was the primary subject matter specialist and reviewer in ACCI on PFIC matters as well as the principal drafter or reviewer of a number of significant subpart F guidance projects. 

During his tenure in Branch 2, Mr. Atticks participated in the issuance of a number of pieces of PFIC guidance, such as TAM 200733024 (applying section 1298(b)(5) to trust beneficiaries); PLRs 200604020, 200813036, and 200943004 (addressing look-through issues under sections 1297(c) and 1298(b)(3)); PLR 200838003 (addressing the application of the PFIC rules to a multi-tiered structure); and PLR 200943004 (applying section 1297(d) CFC/PFIC overlap to partners in a domestic partnership). 

In addition, Mr. Atticks served as the principal drafter of significant pieces of subpart F guidance including final, temporary, and proposed regulations addressing foreign base company sales income ("FBCSI"); Notice 2007-13 addressing foreign base company services income; and proposed regulations addressing previously taxed income under sections 959 and 961.  He also participated in the issuance of the three FBCSI tax rate disparity PLRs (PLRs 200942034, 200945036, and 201002024).

Prior to joining ACCI, Mr. Atticks was a tax associate in the Washington, D.C. office of Dow, Lohnes & Albertson PLLC.  Mr. Atticks received an LL.M. in taxation from Georgetown University Law Center, a J.D. from the University of Virginia School of Law, and a B.A. in philosophy from the College of William and Mary.


Gregory R. Walker is a principal in Ernst & Young LLP's International Tax Services Transactions Practice. Greg concentrates on federal income tax matters, with a special emphasis on cross-border acquisitions, dispositions and restructurings. He also advises clients on a wide range of international tax matters, including Subpart F planning and foreign tax credit planning. Greg joined Ernst & Young as a principal in 2007. Prior to joining the firm, Greg was a partner with McDermott, Will & Emery LLP, where he specialized in international tax matters. Greg received a B.A., with highest honors, from Cedarville College and a J.D. from the University of Michigan Law School. He is a member of the Illinois Bar. Greg is a member of the American Bar Association Section on Taxation and the International Fiscal Association.


Mr. Bracuti is a principal in the International Corporate Services group of the Washington National Tax Practice.  He has extensive experience in international mergers, acquisitions, tax planning, and tax compliance matters. Mr. Bracuti also specializes in tax planning and compliance for dual consolidated losses.

Professional and Industry Experience

Mr. Bracuti also specializes in structuring foreign investments in U.S. real estate, including issues related to foreign sovereign wealth funds.

Prior to joining KPMG, LLP, Mr. Bracuti was an attorney-advisor with the Internal Revenue Service’s Office of Chief Counsel (International).

Upon graduation from law school, Mr. Bracuti was an attorney-advisor with the Internal Revenue Service’s Office of Chief Counsel (Domestic) Field Service Division.  Mr. Bracuti has published several articles on U.S. income taxation and is an adjunct professor at the George Mason University Law School.

Publications and Speaking Engagements

Mr. Bracuti’s publications include:

  • “United States v. Home Concrete & Supply LLC: Has the Long and Winding Road Come to an End or a Fork?” published in BNA Daily Tax Report, September 24, 2012.
  • “AM 2011-002: A DCL Carryover That Arrives Without Traveling,” published in Tax Notes, October 11, 2011.
  • “The ‘Intermountain Insurance’ Appeal: The Long and Winding Road from the Administrative Procedure Act to ‘Band X’ to ‘Mayo’ and Back,” published in BNA Daily Tax Report, April 15, 2011.
  • “Infrastructure and Alternative Energy in the 21st Century: Does 20th Century Tax Policy Leave U.S. Tilting at Windmills,” published in Tax Management International Tax Journal, January 14, 2011.
  • “Extraterritorial Income Benefits May Still Be Alive,” published in the Tax Adviser, June 2010.
  • “The New DCL Regulations: New Rules and Contracts,” published in the Tax Executive, July-August 2007
  • “Tax Reform in China Brings New Considerations for Foreign Investment,” published in BNA Daily Tax Report, May 15, 2007.
  • Mr. Bracuti speaks regularly regarding various U.S. federal income tax issues, including the July 2012 Practising Law Institute’s Basics of International Taxation Program.

Function and Specialization

Guy is a principal in the International Corporate Services group of the Washington National Tax practice.  He has extensive experience in international mergers and acquisitions and in structuring the U.S. and foreign operations of multinational corporations.

Professional Associations

Member of New York State Bar Association
Member of American Bar Association
New York Bar
New Jersey Bar

Languages

English

Education, Licenses & Certifications

LLM, Georgetown University Law Center
JD, George Washington University National Law Center, with honors
Rutgers College, magna cum laude



Howard. Wiener is a principal in the International Corporate Services group of the Washington National Tax practice. Specializing in complex international corporate tax issues including international corporate restructuring and tax efficient cross-border finance. Prior to joining KPMG, Howard was Vice President, Global Tax Planning for Marriott International.

Howard was an attorney in the Internal Revenue Service (IRS) Office of Chief Counsel where he focused on international taxation. Among his responsibilities, Mr. Wiener served as an attorney in the office of Advance Pricing Agreements, where he was responsible for negotiating transfer pricing agreements with taxpayers in the financial services industry and foreign competent authorities on behalf of the U.S. government. In addition, Howard was responsible for drafting guidance with respect to the taxation of foreign currency, including the Euro regulations, hyperinflationary currency regulations and dual currency contingent debt guidance.

Prior to his tenure at the IRS, Howard was a tax associate of Cole Corette & Abrutyn where he focused on international tax planning and controversy.


J. David Varley, J.D., LL.M.,  is Acting Director of Transfer Pricing Operations (TPO) in the IRS Large Business and International (LB&I) Division. In this role, Mr. Varley oversees the Transfer Pricing Practice (TPP), the Advance Pricing and Mutual Agreement (APMA) program, and the Income Shifting International Practice Network (IPN). Before assuming his current role, Mr. Varley served as the Acting Assistant Deputy Commissioner, International responsible for many aspects of treaty administration, including assisting in the U.S. Competent Authority's implementation of FATCA, treaty assistance and interpretation, coordination of certification programs for obtaining treaty benefits, and supporting the Treasury Department in bi-lateral Treaty and TIEA negotiations.  Mr. Varley has served as the IRS delegate to OECD Committee on Fiscal Affairs Working Parties 1 (model treaty), 6 (transfer pricing) and 10 (exchange of information). He also has extensive and broad experience within the IRS and its Office of Chief Counsel. Prior to his current position, he was a staff attorney to the IRS Deputy Commissioner for Services and Enforcement, Senior Counsel in Branch 7 of the IRS Office of Associate Chief Counsel (International), and senior team leader in the IRS Advance Pricing Agreement Program.


Jefferson VanderWolk is a member of Ernst & Young's Washington Council Ernst & Young practice where he provides services related to legislative and regulatory developments in the areas of corporate and international taxation.

Before joining the firm, Jefferson served as International Tax Counsel to the US Senate Committee on Finance. Prior to his position with the Finance Committee, Jeff's experience included working as a tax law professor at the Chinese University of Hong Kong, a managing director at Merrill Lynch (where he was Head of Tax for the Asia Pacific Region), Special Counsel (International) at the IRS Office of Chief Counsel, a partner at Baker & McKenzie and a partner at Deloitte. Jeff is a Fellow of the Chartered Institute of Taxation (UK) and a member of the Academic Committee for the CIOT's Advanced Diploma in International Taxation.

Jeff is a graduate of Boston University and received a J.D. from Columbia University School of Law.


Jeremy Naylor is a member of the Cooley business department and is a partner in the firm's Tax practice, working in conjunction with the Venture Capital Fund Formation group. He is resident in the New York office.

Mr. Naylor focuses his practice on the representation of private equity, real estate, venture capital and hedge fund sponsors in connection with the tax aspects of structuring investment funds.

Mr. Naylor also advises U.S. and non-U.S. institutional investors, governmental investors, pension trusts and other tax-exempt organizations in structuring their investments in private investment funds, including venture capital, buyout, real estate and hedge funds. His practice also includes structuring and tax considerations in domestic and cross-border mergers and acquisitions, structuring investments and joint ventures in U.S. real estate and implementing equity compensation arrangements in the private equity context.

Prior to joining Cooley, Mr. Naylor served as partner at an AmLaw 100 global law firm in its Tax Department and as a member of its Investment Funds group.  There, Mr. Naylor represented global investment fund clients such as Starwood Capital Group, Nordic Capital, Gávea Investimentos and PAG (formerly Pacific Alliance Group), and institutional investors such as the Qatar Investment Authority, Korea Investment Corporation and GIC, Singapore's sovereign wealth fund. From 1999 to 2005, Mr. Naylor practiced at another leading law firm concentrating in the fields of private equity fund formation and investments, domestic and cross-border mergers and acquisitions and the tax and other aspects of executive compensation.

Mr. Naylor writes and speaks extensively on issues related to tax laws and their impact on venture capital, hedge and private equity funds. In 2013, he served as a key presenter at the Strafford Live Webinar on Tax Considerations in Structuring Private Investments and at the Practising Law Institute Basics of International Taxation 2013 seminar where he spoke extensively on the Foreign Account Tax Compliance Act (FATCA) and Foreign Bank and Financial Accounts (FBAR) Provisions. Mr. Naylor co-authored the January 2011 publication Inside the Minds: Tax Law Developments Affecting Private Equity and Venture Capital published by Thompson Reuters and Aspatore.  In addition, he has been published in Hedge Fund Law Report and AsiaLaw.


Tony Coughlan is a graduate of Virginia Tech (double major in Math and History), the University of Virginia School of Law, and of the Georgetown University LLM tax program, with distinction.  He joined the Republican staff of the Senate Finance Committee in January 2009, where he works on corporate, international, and various individual tax issues.  Senator Orrin Hatch of Utah has been the ranking member of the Committee since early 2011.  For the three years prior to joining the Committee staff, Tony was a tax director for Oracle Corporation in California.  And from 1998 to 2006, he worked for PricewaterhouseCoopers, in both the Washington National Tax Service, as well as the Hong Kong office.  From 1996 to 2002, he was an elected member of the Fairfax City Council in the Virginia suburbs of Washington, DC where he took a lead role in sponsoring real property tax reform so as to reduce the tax on improvements.  He is the author of several articles in the tax field.


John L. Harrington is a partner in Dentons’ tax practice.  He advises clients on tax planning, transactional and compliance issues; international tax legislative, regulatory, and treaty matters; and a variety of substantive and legislative domestic tax issues.  In particular, he has extensive experience in dealing with the foreign tax credit, anti-deferral regimes (including Subpart F income), cross-border activities of companies and individuals, and other international tax issues.

Prior to joining Dentons, Mr. Harrington served as International Tax Counsel for the U.S. Department of Treasury.  As International Tax Counsel, he directed and supervised the staff of the Office of the International Tax Counsel which provides legal advice and analysis relating to international tax issues, including legislation, regulations, and treaties. 

At the Treasury Department, he worked closely with the Internal Revenue Service to develop regulations and other administrative guidance.  He also interacted frequently with other Executive Branch officials, especially in the State Department, the Commerce Department, the Office of the U.S. Trade Representative, and the White House.

He represented the Treasury Department before Congress, including testifying at hearings.  He worked regularly with Congressional committees and staff on the international tax aspects of legislation, conducting briefings and participating in the development of legislative proposals.

While at the Treasury Department, Mr. Harrington worked closely with tax officials in other countries.  He represented the United States at tax-related meetings of the Organisation for Economic Cooperation and Development (OECD) and in tax-related trade disputes before the World Trade Organization.   

Before joining the Treasury Department, Mr. Harrington was a tax counsel on the U.S. House Committee on Ways and Means.  On the committee staff, Mr. Harrington was responsible for international, pass-through entities, financial institutions and products, real estate, environment, energy, and other tax issues.


John Grimes is a Managing Director in the Tax Planning Group of JPMorgan Chase & Co.'s Corporate Tax Department, where he supports the Asset & Wealth Management business, including the JPMorgan Private Bank. He has particular experience in the areas of partnership taxation and investment funds, including real estate, private equity and hedge funds. Mr. Grimes was admitted to the New York State Bar in 1994 and prior to joining JPMorgan Chase in 2003 was counsel at White & Case LLP.


Mr. Zelnik is a principal in the Financial Institutions and Products group of the Firm’s Washington National Tax practice.  He advises clients on tax issues involving debt financings and restructurings, derivative financial contracts, securitizations, hedging transactions, and dealers and traders of securities and commodities.

Before joining KPMG, Mr. Zelnik worked in the IRS’s Office of Chief Counsel, most recently as Senior Counsel to the Chief Counsel, in which role he was primarily responsible for overseeing Counsel’s initiatives to identify, curb, and resolve abusive tax shelters.  He also worked in the Division Counsel (Large & Mid-Size Business) as the legal advisor to the Office of Tax Shelter Analysis and in the Associate Chief Counsel (Financial Institutions & Products) as an Assistant to the Branch Chief and an attorney-advisor.  Mr. Zelnik received the IRS Commissioner’s Award in 2005 and 2001 and the Chief Counsel’s Award in 2006.

 Publications and Speaking Engagements

Co-Editor-In-Chief, Journal of Taxation of Financial Products

“Chomping at the Bit: U.S. Federal Income Taxation of Bitcoin Transactions,” 73 Tax Notes International 353 (Jan. 27, 2014) (co-author).

“IRS Clarifies Meaning of ‘Dealer’ in Securities,” Daily Tax Report (Oct. 10, 2012) (co-author).

“An Overview of the Bank Conformity Election for Bad Debts,” Daily Tax Report (Jan. 13, 2009) (co-author).

“IRS Clears Uncertainty For Over-The-Counter Currency Options,” 117 Tax Notes 1152 (Dec. 27, 2007) (co-authored with Dale Collinson).

Mr. Zelnik has spoken at numerous conferences and firm trainings, including the Bank Tax Institute, the Practicing Law Institute, the Wall Street Tax Association, the American Bar Association, and the DC Bar.

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Function and SpecializationFederal income tax aspects of capital market transactions, derivative instruments, and structured financings.

Education, Licenses & Certifications

  • JD, magna cum laude (2nd in class), Loyola Law School in Los Angeles
  • BA, Colby College


Kevin is a Partner in the Atlanta Federal Tax Services practice of PwC and has responsibility for serving as the PwC Lead Tax Partner on several U.S. and foreign multinational corporations.  Prior to returning to Atlanta in July 2012, he was a partner in the firm's Legislative & Regulatory Services practice in the Washington National Tax Services office of PwC in Washington, D.C. and continues to actively participate in that group.  From March 2009 until September 2011, Kevin served as a Legislation Tax Accountant with the Joint Committee on Taxation (JCT).  While with the JCT, he worked with key tax personnel within Congress and the Treasury Department in the development and drafting of major international tax provisions including the Foreign Account Tax Compliance Act ("FATCA") legislation, modifications to the U.S. foreign tax credit rules as well as various international tax reform options.

Prior to joining the JCT, Kevin was a Director in PwC’s Atlanta tax practice where he assisted U.S. and foreign multinational corporations with domestic and non-U.S. tax planning, tax compliance and income tax accounting related issues.

Kevin received his Bachelors of Business Administration and Masters in Professional Accounting with a Tax Concentration from the University of Texas at Austin.  He is a member of the American Institute of Certified Public Accountants and is licensed to practice in Georgia and the District of Columbia.


Kim Blanchard is a partner in the Firm’s Tax Department whose practice encompasses a variety of largely international transactions involving corporate acquisitions and mergers, internal restructurings, business formations and joint ventures. Ms. Blanchard also advises domestic, foreign and multinational clients in connection with venture capital investment and fund formation, partnerships, real estate, executive compensation and exempt organization issues.

Ms. Blanchard has lectured and published extensively on topics ranging from international tax planning for US businesses to the special tax issues facing foreign persons, pension plans and other exempt investors who invest in US private equity partnerships and in US real estate.

Ms. Blanchard has been consistently recognized as a leading Tax lawyer by Chambers USA, Chambers Global, Legal 500 US, Best Lawyers in America and The Best of the Best USA. In addition, she was named a “Most Highly Regarded” lawyer by Who’s Who Legal: The International Who’s Who of Corporate Tax 2012, and she received the 2013 Best in Tax Award from Euromoney Legal Media Group’s Women in Business Law Awards.

Ms. Blanchard is a former chair of the New York State Bar Association Tax Section. As a member of the Tax Section since 1996, she has authored several reports and has participated in the preparation of many others. She is active with the American Bar Association's international tax committees and is a member of both the Tax Forum and the Tax Review paper and discussion groups. Ms. Blanchard is also a Fellow of the American College of Tax Counsel. Most recently, she was nominated to the Editorial Board of the Tax Management International Journal and was invited to be a founding member of Practical Law Company’s US advisory board. In addition, Ms. Blanchard is a member of the Board of Trustees of the American Indian College Fund (2010-present).

Education

New York University Law (J.D., 1981)

University of Wisconsin (M.S., 1978)

Dartmouth College (B.A., 1976)


Kristeen is a Legislation Counsel for the Joint Committee on Taxation, a nonpartisan committee that provides assistance to members of Congress and staff in the formulation of tax legislation. She specializes in the areas of international tax, excise tax, and estate and gift tax. Kristeen joined the Joint Committee in 2008. Prior to joining the Joint Committee, Kristeen held various positions in the private sector including, Tax Director for Zimmer Holdings, Inc.; Director of Domestic Tax Planning at Tricon Global Restaurants, Inc. (now Yum! Brands, Inc.), and Tax Planning Manager at Coopers & Lybrand.

Kristeen earned her Bachelor of Business Administration (Accounting Emphasis) with honors from the University of Washington, her J.D. magna cum laude from the University of Florida, and her LL.M. in Taxation from the University of Florida. She is also a certified public accountant.


Practice Areas

International Tax

Tax Controversy

Tax Planning & Consulting

Transfer Pricing

Layla J. Aksakal practices in a broad range of federal income tax issues, including domestic and crossborder corporate acquisitions, dispositions, reorganizations; cross-border financings; joint venture planning; inbound and outbound transfers of intangible and other property; foreign tax credit utilization; and Subpart F planning. Ms. Aksakal has extensive experience in multinational structuring, with a particular emphasis on corporate tax planning. She also counsels clients with respect to the U.S. international tax consequences of their cross-border business operations, including issues involving supply chain planning, funding arrangements, and cash management (including repatriation).

Ms. Aksakal frequently speaks and writes on a variety of international and corporate tax topics, including conferences and programs of Tax Executives Institute (TEI), Bloomberg BNA, Practising Law Institute (PLI), the District of Columbia Bar, the American Bar Association (ABA), the Federal Bar Association (FBA), and the International Bar Association (IBA). She has published articles in journals including Tax Notes International, BNA Tax Management International Journal, BNA Tax Management Memorandum, and the CCH International Tax Journal.

Rankings and Recognition

  • The National Law Journal, D.C. Rising Star, 2014
  • Legal 500: Tax: International Tax, 2014
  • Washington, D.C. Super Lawyers®: Rising Star, Tax, 2014

Professional and Community Involvement

  • Steering Committee, Taxation Section, District of Columbia Bar
  • Member, Section of Taxation, American Bar Association
  • Member, International Fiscal Association

Education

  • J.D., Harvard Law School, cum laude, 2003
  • A.B., Princeton University, summa cum laude, 1998


Linda E. Carlisle practices international and domestic tax law, concentrating on the taxation of corporations, corporate reorganizations and flow-through entities, such as partnerships, limited liability companies and Subchapter S corporations. She also focuses on Public-Private Partnerships (or PPPs) and infrastructure transactions, and is one of the foremost practitioners in this area. In addition, Ms. Carlisle assists clients with employee stock ownership plans (ESOPs), intercompany pricing issues, financial derivative product issues, and legislative, regulatory and administrative tax matters.

Ms. Carlisle is a leading authority on compliance issues related to the U.S. Foreign Account Tax Compliance Act (FATCA) and has extensive experience helping sovereigns negotiate intergovernmental agreements (IGAs) with respect to FATCA.

Ms. Carlisle advises on acquisitions and divestments of U.S. companies and businesses and in the establishment of finance structures and holding companies. She assists clients in structuring hybrid financial instruments and in devising and defending transfer pricing. Clients quoted by Chambers have said that Ms. Carlisle has "an approach that facilitates getting the job done."

She has testified before the U.S. Congress, obtained advance tax rulings approving proposed transactions, achieved favorable administrative and judicial resolutions of tax adjustments proposed by the Internal Revenue Service (IRS), obtained refunds of overpaid U.S. tax and successfully contested proposed foreign tax adjustments through tax treaty provisions ("competent authority" proceedings).

Before joining Miller & Chevalier, Ms. Carlisle was a Tax Partner in the Washington, D.C. office of White & Case and Cadwalader, Wickersham & Taft. She was in government service with the U.S. Department of the Treasury as an Attorney-Advisor in the Office of the Tax Legislative Counsel, and as the Special Assistant to the Assistant Secretary for Tax Policy. While at the Treasury Department, Ms. Carlisle advised senior Treasury, White House and congressional officials on domestic and international issues examined in the enactment of the Tax Reform Act of 1986. Ms. Carlisle is a frequent and sought after speaker on domestic and international tax issues.


Mark is the National Tax Leader for Banking & Finance.  In this role, he is responsible for supporting the financial services practice, particularly the commercial and investment banks, finance companies, and other lending institutions. Mark has worked with these clients on tax issues related to their lending and investment activities, servicing activities, and their funding needs.  

Mark Price is also the principal-in-charge of the Financial Institutions and Products group of Washington National Tax.  During his time at KPMG, he has worked closely with clients and firm professionals on tax issues arising from capital markets transactions and the treasury function, including derivatives transactions, issuances of debt, securitizations, debt restructurings, and cash management.  He has also worked with oil and gas clients, power and utility clients, and banks on issues relating to commodity and power hedging and trading and emissions credits.


Marty Collins is a Partner in PricewaterhouseCoopers LLP Washington National Tax Services Office.   In his role, Marty works with client service teams for several of the Firm's premier clients as an international tax partner.

Marty’s practice covers a wide-range of cross-border tax issues, including analyzing developments and identifying planning opportunities arising from new tax legislation, regulations and treaties.  Much of Marty’s work emanates from his clients’ acquisitions, dispositions or business expansions.

Marty specializes in advising clients on structuring tax-efficient acquisition and disposition structures, cross-border reorganizations including section 7874 (inversion) considerations, inbound financing structures, cross-border joint ventures, and principal/entrepreneur structures.  Marty's practice includes developing and analyzing strategies for tax-efficient IP, financing and holding-company structures, including strategies for the redeployment of foreign earnings.  Marty regularly advises clients on the U.S. anti-deferral (e.g., Subpart F income), overall foreign loss, and foreign tax credit rules and regulations.

Clients’ industries include agribusiness, consumer products, financial services, energy, food & beverage, industrial products, pharmaceutical, retail and technology concerns.

Marty frequently speaks and writes on a broad range of international tax issues.

Marty joined PricewaterhouseCoopers in 1995 in Baltimore; transferred to Washington National Tax Services from 1998 to 2003; transferred to Chicago from 2003 to 2005; and then rejoined in March 2008 from McDermott Will & Emery where he was a partner in that firm’s tax practice from 2005-2008.

Education & Credentials
Marty earned a B.A in Accounting from The Catholic University of America, a MsT and a J.D. from the University of Baltimore.  He is a certified public account licensed in the District of Columbia and Maryland and is a member of the bar in Washington, D.C.  and Maryland.  Marty is a member of the Tax Sections of American Institutes of Certified Public Accountants and the American Bar Association.  Marty is also a member of the International Fiscal Association (IFA USA Branch).

Publications:

  • An Order of Rice Cakes: The Impact of Public Offerings and Private Placements on §7874: An Analysis of the 2014 Temporary and Proposed Regulations; TMIJ, June 2014
  • Extending the 2009 Code Sec. 367 GRA Triggering Event Exceptions to Accommodate a Foreign-to-Foreign Code Sec. 304 Transaction, Int'l. Tax J., May-June 2014
  • Good Luck with That Basis: The Final Sections 367(a)(5) and 1248(f) Regulations; TMIJ, September 2013
  • We Ordered Pancakes, not Waffles - How Section 7874 Guidance has Delivered Something Other than what Congress Ordered; TMIJ, September 2013
  • Revisiting Certain Fundamentals Light New Wave Outbound Reorganization Guidance, TMIJ, January. 2013
  • AM 2011-002: DCL SRLY Cumulative Register - SRLY Rules Wag the DCL Tail TMIJ, March 2012
  • CCA 201106007: IRS revisits the application of section 956 with respect to IP rights used in the United States, U.S. Outbound Newsalert, PwC, April 2011
  • PLR 201002024: IRS applies the prior manufacturing branch rules to a partnership, U.S. Outbound Newsalert, PwC, April 2010
  • FTC Splitters, Notice 2010-92 & Selected Other FTC Provisions. in H.R. 1586, TMIJ, Feb. 2010
  • PLR 200942034: IRS issues private ruling on hypothetical tax rate for manufacturing branch rule, U.S. Outbound Newsalert, PwC, February 2010
  • PLR 200952031: Dividends Received Deduction in the Cross-Border Context, TMIJ, April 2010
  • Checkpoint Charlie: Proposed Guidance under §§ 367(a)(5) & 1248(f), TMIJ, March 2009
  • DCLs: The Dawning of the Separate Unit Combination Rule, Int'l. Tax J., March 2008
  • A Fresh Start for a Troubled QBU, International Tax Journal, March 2007
  • Notice 2007-9: Sound Approach for Applying CFC Look-Through Rule, Tax Notes Int’l, Feb 2007
  • Final §367(b) Attribute Regs.- Highlights and Planning Considerations, TMIJ, Dec 2006
  • CFC Look-Through Rule: Congress Changes Landscape of Subpart F, Tax Notes, July 2006
  • DCL Regs.-The Over-Under Bet and Selected Other Issues, J. Tax’n G. Trans, Fall 2005
  • Proposed Guidance - Interaction of §§ 304 & 367-Issues & Unanswered Q., TMIJ, September 2005
  • Utilizing the Homeland Investment Act in 2005, J. Tax’n Global Trans, Winter 2005
  • Utilizing the Homeland Investment / Invest in USA Acts, J. Tax’n Global Trans, Fall 2004
  • The 10/50 Basket, Going, Going...But Not Gone , J. Int’l Tax, August 2003

Comment Letters:

  • PwC comment letter to the Treasury and the IRS regarding the issue of subsequent transfers of TFC stock following an outbound reorg. See Tax Notes Today, Aug. 24, 2012, 2012 TNT 168-14
  • PwC comment letter to the Treasury and the IRS re: Temp. Reg. § 1.367(a)-9T(b) Concerning Application of § 367(a) to Certain § 304(a)(1) Exchanges," Jan. 4, 2012, See 2012 TNT 4-23
  • PwC comment letter to Treasury and IRS regarding the issue of boot in an outbound reorganization. See Tax Notes Today, April 29, 2011, 2011 TNT 85-22
  • MWE comment letters to the Treasury and the IRS urging finalization of proposed regulations on cross-border stock transfers that address the interaction between § 304(a)(1) and § 367(a), recommending that the provision be issued with retroactive effect. See Tax Notes Today, July 22, 2005 at 2005 TNT 157-17, and Nov. 17, 2005 at 2005 TNT 235-50


Melody Leung is a Senior Manager in Ernst & Young LLP's Transfer Pricing practice and is based in Irvine, California.

Melody's technical experience is in the areas of transfer pricing, business valuations, and economic impact studies. Melody's transfer pricing experience includes planning, intellectual property migration, global documentation, litigation support, FASB Accounting Standards Codification 740, transactions due diligence, and Advance Pricing Agreements (APAs).

Over the years, Melody has served clients in the media & entertainment, networking and communications, pharmaceutical and medical device, biotechnology, semiconductor, mining, automotive, and consumer packaged goods (CPG) industries. Melody currently serves US and foreign multinationals ranging from early-stage pre-revenue ventures to Fortune 100 and Global 500 companies.

Melody and is a member of Ernst & Young's global China Overseas Investment Network (COIN). COIN's goal is to strategically develop Ernst & Young's China in-bound client base in preparation for the future growth of Chinese multinationals.

Prior to joining Ernst & Young, Melody worked in the Financial Planning & Analysis group at General Electric's Healthcare division in Beijing, China.


Background

Michael is a principal in KPMG’s Washington National Tax Office for International Tax.

Professional and Industry Experience

Michael advises multinational corporations regarding international tax planning and policy, with a particular focus on helping clients address the implications of the OECD/G20 BEPS Project, FATCA, and the OECD/G20 Common Reporting Standard.  Michael is a member of the Business Advisory Group that consults with the OECD regarding the Common Reporting Standard and is an active participant in the ongoing consultations on BEPS.

Prior to joining KPMG, Michael was a Senior Advisor on Base Erosion and Profit Shifting (BEPS), at the Organisation for Economic Co-operation and Development (OECD).  In that role, he helped lead the OECD work on BEPS and worked with policymakers from OECD and G20 countries to develop the Action Plan on BEPS. Michael was also involved in the development of the Common Reporting Standard (the “CRS”), a single global standard for automatic exchange of information based on FATCA.

Prior to joining the OECD, Michael was an Attorney Advisor in the Office of the International Tax Counsel at the U.S. Department of the Treasury. While at Treasury, Michael was a principal drafter of the regulatory guidance and intergovernmental agreements under FATCA. He also served as the Co-Chair of the OECD’s Treaty Relief and Compliance Enhancement (TRACE) Project, and was the U.S. representative to Working Party 10 on Exchange of Information and Tax Compliance.

Publications and Professional Engagements

  • Michael is a frequent speaker and moderator at conferences on U.S. international tax issues, including BEPS, FATCA, and the CRS.
  • He is the co-author of the BNA Tax Management Portfolio on U.S. Taxation of Foreign Investment in U.S. Real Estate, and has published several articles on U.S. taxation.

Function and Specialization

Michael H. Plowgian is a principal in KPMG’s Washington  National Tax Office for International Tax. He advises multinational corporations on U.S. international tax aspects of their structures, operations and transactions. He specializes in consulting and advising on issues relating to international tax policy, expense allocation, the source of income rules, foreign tax credits, and subpart F, U.S. taxation of international income.

Professional Associations

  • Member of the District of Columbia Bar Association

Education, Licenses & Certifications

  • Harvard Law School, J.D
  • Tufts University – Fletcher School of Law and Diplomacy, MALD, International Law, International Finance
  • Denison University, B.A. Philosophy, Politics and Economics


Michael Schultz is senior counsel in the Washington, D.C. office of Morgan, Lewis & Bockius, LLP, where he provides advice on a broad range of domestic and international tax planning matters, with particular emphasis on corporate and shareholder transactions.

Between 1992 and 1994, Mr. Schultz served as an attorney-advisor in the U.S. Treasury Department’s Office of Tax Legislative Counsel.

Mr. Schultz received a J.D. degree, cum laude, from Northwestern University and a bachelor’s degree in business administration from Indiana University.

Mr. Schultz belongs to the Section of Taxation of the American Bar Association and its Corporate Tax committee.  He also served on the Tax Systems Task Force established by the Tax Section to study fundamental tax reform.  He writes and speaks frequently on corporate tax topics. 


Natalie Hodapp is a Supervisory Tax Law Specialist in the East Territory of LB&I's Transfer Pricing Practice. Within the Service, she previously served as a Transfer Pricing Technical Advisor, including a role on the 936 Exit Strategy IMT, and worked as an International Examiner. Prior to joining the Service, she worked in transfer pricing in the New York office of Ernst & Young LLP. She received her BS in Commerce with a Concentration in Accounting and an MS in Accounting: Tax Consulting from the McIntire School of Commerce at the University of Virginia.


Peter C. Rock is a Senior Manager of the new Advance Pricing and Mutual Agreement Program in the Office of Transfer Pricing Operations, Large Business and International Division of the IRS.  He is responsible for transfer pricing and allocation cases arising within the U. S. Competent Authority program.  Mr. Rock primarily manages cases involving Japan and South Africa.

Mr. Rock has extensive and broad experience within the IRS and its Office of Chief Counsel.   Prior to his current position, he was a Branch Chief with the Advance Pricing Program of the Office of Associate Chief Counsel (International); Team Leader with the Advance Pricing Program; and an attorney in the Large and Mid-Size Business Division Counsel, Small Business Self-Employed Division Counsel, and San Francisco District Counsel.

Before joining the Service, Mr. Rock practiced tax law in the private sector.  Mr. Rock has his B.S. in accounting from St. Mary’s College, his J.D. with Distinction from McGeorge School of Law, and his LL.M. in Taxation from the Georgetown University Law Center.  Mr. Rock is a member of the California and Colorado Bars.


Phyllis Marcus is a Director in PricewaterhouseCoopers LLP's International Tax Services group in the Washington National Tax Services office.  Before joining PWC, Ms. Marcus spent 35 years working in the international tax area at IRS.  Beginning in 1986, Ms. Marcus was a Branch Chief in the Office of the Associate Chief Counsel (INTL) where areas under her jurisdiction included subpart F, PFIC, CFC reporting, conduit transactions, taxation of expatriates and nonresident withholding.   During her career at IRS, she saw many international tax issues, participated in the litigation of significant foreign tax credit and subpart F issues, and was involved in the drafting of significant tax guidance, especially in the subpart  F area of the law. 

Ms. Marcus has a BsBa from Washington University in St. Louis, a JD from Cleveland State University, and an LLM in Taxation from Georgetown University.  She is a member of the Ohio and District of Columbia Bar Associations.


Ms. Kleinberg is a partner in Davis Polk’s Tax Department, practicing in the Menlo Park office. Her practice focuses on advice to corporate and private equity fund clients on mergers and acquisitions, joint ventures, spinoffs and reorganizations, as well as cross-border restructurings. She also has significant experience in the areas of corporate finance and derivatives.

Work Highlights

Recent Representations

  • Broadcom special committee on Broadcom’s acquisition by Avago Technologies
  • Micrel on its sale to Microchip
  • PricewaterhouseCoopers on its acquisitions of Booz & Company and PRTM
  • Convertible notes offerings and related note hedge and warrant transactions for Yahoo!, Molina Healthcare, Workday, ServiceNow and Shutterfly
  • Ingram Micro on its acquisition of BrightPoint
  • Stockbridge Real Estate Fund in various transactions

Recognition

  • Listed as a leading tax lawyer in Chambers USA: America’s Leading Lawyers for Business

Of Note

  • Advisory Board, GW Law/IRS 28th Annual Institute on Current Issues in International Taxation
  • Frequent speaker on international and corporate tax topics

Memberships

  • Vice Chair, Foreign Activities of U.S. Taxpayers Committee of the Section of Taxation, American Bar Association
  • Member, International Fiscal Association
  • Member, Taxation Section, New York State Bar Association
  • Fellow, American Bar Foundation 

PROFESSIONAL HISTORY

  • Partner, 2006-present
  • Associate, Davis Polk, 2003-2006
  • Associate, Cleary, Gottlieb, Steen & Hamilton, 1999-2003
  • Law Clerk, Hon. Norman H. Stahl, U.S. Court of Appeals, First Circuit, 1998-1999

Bar Admissions

  • State of California
  • State of New York

Education

  • A.B., English Literature, Harvard College, 1994
    • magna cum laude
  • J.D., Harvard Law School, 1998
    • magna cum laude
  • LL.M., Taxation, New York University School of Law, 2004


Richard Larkins is a member of Ernst & Young LLP’s International Tax Services Capital Markets practice. Richard has over 15 years of experience in the taxation of financial products and transactions. He currently advises clients on a range of tax issues regarding debt and equity financing, bankruptcy workouts, debt renegotiations, derivatives, hedging transactions and securitizations. In addition, Richard also works on cross-border financing transactions.

Prior to joining Ernst & Young, Richard was a principal in Arthur Andersen’s Office of Federal Tax Services in Washington, DC, where he was a member of the Financial Transactions group. Prior to joining Arthur Andersen, Richard worked in KPMG’s Washington National Tax office. Before joining KPMG, Richard was an Associate at a large New York law firm, where he focused on the taxation of financial instruments and transactions.

Richard has also worked as an Attorney-Advisor in the Financial Institutions & Products Division of the IRS Chief Counsel’s Office. At the IRS, Richard worked on regulations, revenue rulings, technical advice memoranda, field service advice, and private letter rulings involving original issue discount, market discount, bond premium, coupon stripping, the dividends received deduction, regulated investment companies, and real estate investment trusts.

Richard has lectured on technical issues at programs sponsored by Executive Enterprises; the Alliance for Tax, Legal, and Accounting Seminars & Structured Finance Institute; Insight Information Company; the American Conference Institute; the American Bar Association; and the District of Columbia Bar Association. In addition, Richard is a contributing author of Federal Income Taxation of Debt Instruments.

Richard received a B.A. in Accounting from the University of Washington and a J.D. from the Northwestern University School of Law. Richard is a certified public accountant licensed in both Washington state and the District of Columbia. He is a member of the American Institute of CPAs, the National Association of Black Accountants, the American Bar Association, the National Bar Association, and the DC Bar Association.


Rocco V. Femia is a member of Miller & Chevalier Chartered.  Mr. Femia’s practice focuses on international tax planning for domestic and foreign-based enterprises, and on assisting such enterprises in avoiding or resolving controversies involving U.S. international tax rules, transfer pricing, and U.S. tax treaties.  Mr. Femia routinely advises businesses on Advance Pricing Agreements and mutual agreements under tax treaties.

Mr. Femia is a former Associate International Tax Counsel at the U.S. Department of the Treasury, Office of Tax Policy.  While at the Treasury, Mr. Femia had responsibility for a broad spectrum of U.S. tax treaty and international tax regulatory and legislative matters. 

Mr. Femia writes and speaks regularly on a variety of international tax and transfer pricing issues, and is a former Adjunct Professor at the Georgetown University Law Center.  Mr. Femia graduated, magna cum laude, from Georgetown University Law Center in 1995.  He received his B.A. in Economics from Duke University in 1991.


Background

Steven C. Wrappe is KPMG’s National Leader for Transfer Pricing Dispute Resolution (TPDR) and the Deputy Head of Global TPDR.

Professional and Industry Experience

Steve has nearly 25 years of client and government experience in transfer pricing. Prior to joining KPMG, he led the APA practice of two other Big Four Firms and was a partner with a global law firm. Before that, Steve was a Senior Attorney with the IRS APA Program.

Steve’s transfer pricing controversy experience includes examination, appeals, alternative dispute resolutions, advance pricing agreement (APAs), mutual agreement procedures (MAP) and Customs agreements.

He is one of the most experienced APA or MAP negotiators at any firm, with a combined experience of over 150 cases. He has negotiated APAs and MAP agreements in the following industries: automotive, automotive parts, aero engines, beverages, chemicals, construction equipment, data processing, electronics, electronic games, fast moving consumer goods, food, food service, health products, motorcycles, musical instruments, pharmaceuticals, and photographic equipment.

Publications and Speaking Engagements

Steve has published the fourth edition of his leading U.S. transfer pricing treatise: Transfer Pricing: Rules, Compliance and Controversy (Wolters Kluwer/CCH, 2013) (with Marc Levey).

Steve has written more than 100 articles on transfer pricing topics, including:

  • Do Advance Pricing Agreements Still Make Sense?, 24 Tax Mgt. Transfer Pricing Report 976, 11/24/15.
  • It Ain’t Over Till It’s Over: Federal Tax Implications of Implementing a Sustained Transfer Pricing Adjustment, 23 Tax Mgt. Transfer Pricing Special Report, 872, 10/29/14 (with Erin Collins and Cameron Taheri).
  • The Best Transfer Pricing Defense is a Good Offense: Get a Bilateral U.S. APA to Benchmark Results, 23 Tax Mgt Transfer Pricing Report 629, 9/2, 2014 (with Koichiro Fujimori).
  • Transfer Pricing and Customs Valuation: The Growing Need for Harmonization, Tax Mgt. Transfer Pricing Special Report, Vol. 17, No. 8 (August 28, 2008)(with William Methenitis).

Steve has spoken at many leading global tax forums for the following groups: Organization for Economic Cooperation and Development, United Nations, International Fiscal Association, George Washington/IRS Tax Conference, Tax Executives national and regional meetings, World Customs Organization, American Bar Association, NYU Institute, and Practicing Law Institute.

Other Activities

Steve has been an adjunct faculty member at New York University School of Law, Georgetown University Law Center, and the University of Florida School of Law. He has also taught transfer pricing and transfer pricing controversy at the IRS, U.S. Customs and several other tax authorities.

Steve has served as Chair of the Transfer Pricing Committee of the American Bar Association’s Tax Section. He serves on the Board of Advisors of New York University School of Law’s International Tax Program and BNA Tax Management (Transfer Pricing).

Steve has consistently been recognized in Euromoney’s Guide to the World’s Leading Transfer Pricing Advisors.

Function and specialization

National Leader for Transfer Pricing Dispute Resolution (TPDR)

Deputy Head of Global TPDR

Education, Licenses & Certifications

  • New York University School of Law, LL.M.
  • University of Texas School of Law, J.D.
  • University of Notre Dame, B.B.A. (Accounting)


William represents private equity funds and investors on fund formation, management and operation. His clients include leveraged buyout, venture capital, mezzanine and other venture lending funds and private and publicly-traded corporations. He also represents foreign governments and charitable entities investing in the United States in venture capital, leveraged buyout, mezzanine and subordinated debt funds, and in real estate investments, including real estate investment trusts. Bill advises on federal and state income tax aspects of corporate mergers and acquisitions, and on the tax consequences of compensation strategies involving equity and deferred arrangements. He also represented many of the public and private corporations involved in developing the exchangeable share structure and continues to advise U.S. investors investing into Canada directly and indirectly through alternative investment vehicles.

Recent Matters

  • Portfolio investment by a United States investor in a Canadian corporation using exchangeable shares and designed to preserve Canadian controlled private corporation (CCPC) status.
  • The acquisition of the stock and assets of a divisional business of a public corporation involving tax issues in the United States, Canada and China.
  • A $300 million acquisition of the stock of a domestic Subchapter S corporation, together with the filing of a Section 338(h)(10) election to step-up the inside tax basis of the target corporation’s assets.
  • A leveraged buyout of a United States corporation by a Canadian buyout fund.
  • The purchase of a publicly-traded corporation by another publicly-traded corporation involving U.S. golden parachute tax rules and recently enacted deferred compensation tax rules.

Professional Affiliations

  • American Bar Association
  • Boston Bar Association
  • Massachusetts Bar Association

Publications/Events

Bill has presented before the Federal Tax Institute of New England, the Private Equity Analyst and the Canadian Venture Capital Association. Other recent articles include:

  • “Amend and Extends” Emerge as New Trend in U.S. Loan Markets, Osler Update, July 7, 2009.
  • Credit Market Turmoil and Stimulus Package Bolster U.S. Loan Buybacks, Osler Update, March 10, 2009.
  • New Protocol to the Canada-US Tax Treaty Signed, Osler Update, September 21, 2007.

Education

University of Chicago, J.D.

Brandeis University, B.A.

Bar Admission(s)

New York (2006); Massachusetts (1988)

Practice Area(s):
Taxation


Linda E. Carlisle practices international and domestic tax law, concentrating on the taxation of corporations, corporate reorganizations and flow-through entities, such as partnerships, limited liability companies and Subchapter S corporations. She also focuses on Public-Private Partnerships (or PPPs) and infrastructure transactions, and is one of the foremost practitioners in this area. In addition, Ms. Carlisle assists clients with employee stock ownership plans (ESOPs), intercompany pricing issues, financial derivative product issues, and legislative, regulatory and administrative tax matters.

Ms. Carlisle is a leading authority on compliance issues related to the U.S. Foreign Account Tax Compliance Act (FATCA) and has extensive experience helping sovereigns negotiate intergovernmental agreements (IGAs) with respect to FATCA.

Ms. Carlisle advises on acquisitions and divestments of U.S. companies and businesses and in the establishment of finance structures and holding companies. She assists clients in structuring hybrid financial instruments and in devising and defending transfer pricing. Clients quoted by Chambers have said that Ms. Carlisle has "an approach that facilitates getting the job done."

She has testified before the U.S. Congress, obtained advance tax rulings approving proposed transactions, achieved favorable administrative and judicial resolutions of tax adjustments proposed by the Internal Revenue Service (IRS), obtained refunds of overpaid U.S. tax and successfully contested proposed foreign tax adjustments through tax treaty provisions ("competent authority" proceedings).

Before joining Miller & Chevalier, Ms. Carlisle was a Tax Partner in the Washington, D.C. office of White & Case and Cadwalader, Wickersham & Taft. She was in government service with the U.S. Department of the Treasury as an Attorney-Advisor in the Office of the Tax Legislative Counsel, and as the Special Assistant to the Assistant Secretary for Tax Policy. While at the Treasury Department, Ms. Carlisle advised senior Treasury, White House and congressional officials on domestic and international issues examined in the enactment of the Tax Reform Act of 1986. Ms. Carlisle is a frequent and sought after speaker on domestic and international tax issues.