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Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2014

 
Author(s): Linda E. Carlisle, Matthew A. Rosen, Eric Solomon
Practice Area: Tax
Published: Dec 2014
PLI Item #: 51241
CHB Spine #: D419, D420

Linda E. Carlisle's practice focuses on advising corporations and flow-through entities, such as partnerships, limited liability companies and Subchapter S corporations on both domestic and international tax issues. 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 also a leading authority on the taxation of publicly traded partnerships.

Ms. Carlisle advises U.S. and non-U.S. companies on reorganization and acquisition and sale transactions and successfully obtains private letter rulings from the Internal Revenue Service (IRS) when necessary. She also assists clients in devising and defending their transfer pricing. Clients quoted by Chambers have said that Ms. Carlisle is "a great technical resource. She renders her service in a very efficient way, and is very prompt and responsive. She does really good quality work and has excellent relationships with the IRS and Treasury."

She has testified before the U.S. Congress and the IRS, obtained numerous IRS private letter rulings, achieved favorable administrative and judicial resolutions of tax adjustments proposed by the 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 Partner in the Washington, DC, office of White & Case and Cadwalader, Wickersham & Taft. She was in government service with the U.S. Department of the Treasury as the Special Assistant to the Assistant Secretary for Tax Policy and as an Attorney-Advisor in the Office of the Tax Legislative Counsel. 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, an Adjunct Professor at Georgetown University Law Center, is a frequent and sought after speaker on domestic and international tax issues, and has authored numerous articles.

Representative Engagements

  • Tax Counsel to a U.S.-based multinational corporation in structuring corporate reorganization and obtaining IRS ruling for transaction.
  • Tax Counsel to a U.S.-based multinational corporation in analyzing and resolving ESOP issues.
  • Tax Counsel to two trade associations representing their interests before Congress and the Administration.
  • Tax Counsel to U.S. and foreign-based multinational corporations on transfer pricing issues.
  • Advises foreign governments on possible legislative changes.

Government Experience

  • Special Assistant to the Assistant Secretary for Tax Policy, Office of the Tax Legislative Counsel, U.S. Department of the Treasury, 1985 - 1987
  • Attorney Advisor, Office of the Tax Legislative Counsel, U.S. Department of the Treasury, 1984 - 1985

Rankings and Recognition

  • Chambers USA: Tax (District of Columbia), 2009 - 2016
  • The Best Lawyers in America®: Tax Law, 2007 - 2017
  • International Tax Review: Women in Tax Leaders, 2015 - 2016
  • Legal 500: Government:Government Relations, 2015
  • Legal 500: Tax: Domestic Tax, 2007, 2010 - 2011, 2013 - 2015
  • Legal 500: Tax: International Tax, 2014
  • Tax Directors Handbook: U.S. Tax, 2008, 2011 - 2012, 2014
  • Expert Guides: Women in Business Law:Tax, 2013 - 2014
  • Expert Guides: Tax Advisers, 2014

Professional and Community Involvement

  • Adjunct Professor, Georgetown University Law Center
  • Former Chair, Tax Section, District of Columbia Bar
  • Former Chair, Sections Council, District of Columbia Bar
  • Fellow, American Bar Association
  • Advisory Board Member, The American Law Institute
  • Advisory Board Member, Journal of Taxation of Investments
  • Advisory Board Member, Journal of Financial Products
  • Co-Chair and Speaker, Practicing Law Institute (PLI), "Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations and Restructurings" Seminar
  • Co-Chair and Speaker, PLI, "Basics of International Tax" Seminar
  • Editorial Board, The Practical Tax Lawyer, The American Law Institute
  • Member, Taxation and Financial Instruments Committee, New York Bar Association
  • Member, Taxation and Financial Transactions Committee, American Bar Association
  • Member, The Tax Coalition

Bar Admissions

  • District of Columbia
  • New York

Court Admissions

  • United States Tax Court
  • United States District Court for the District of Columbia
  • United States Court of Appeals for the District of Columbia Circuit

Education

  • LL.M., Georgetown University Law Center, 1984
  • J.D., The Catholic University of America, 1980
  • B.A., The University of Texas at Austin, 1970


Matthew A. Rosen, co-head of the firm's Tax Group, represents clients in every aspect of tax work, with particular emphasis on acquisitions, divestitures and restructurings, both domestic and cross-border. He also handles matters involving partnerships of every type, joint ventures, foreign investments, real estate investment trusts, regulated investment companies and executive compensation. In addition, Mr. Rosen's practice includes the development of financial instruments of various types. His clients include many significant public and private companies, investment banks and investment funds.

Mr. Rosen frequently speaks at professional gatherings throughout the country. His topics often cover tax strategies for corporate acquisitions and dispositions, financial restructurings and the tax implications of financial products and instruments.

Mr. Rosen is regularly listed in Euromoney's Guide to the World's Leading Tax Lawyers, Euromoney's Guide to the World's Leading Tax Advisers and The Best Lawyers in America in the specialty of tax law.  In addition, Chambers Global: The World's Leading Lawyers for Business and Chambers USA: America's Leading Lawyers for Business have repeatedly named Mr. Rosen in their top tier category for tax lawyers. He is also included in the Tax Directors Handbook 2009 and 2010; The International Who's Who of Business Lawyers; and Global Counsel 3000, which listed Mr. Rosen as a "recommended individual." Portfolio magazine also included Mr. Rosen in its list of the top 10 tax attorneys in the United States. Mr. Rosen was previously selected by The American Lawyer magazine as one of 45 lawyers in the country under the age of 45 who "are making their mark now and will lead the profession tomorrow." 

Bar Admissions
 
New York

Education

LL.M., New York University, 1979 (Memorial Award for Distinction)
J.D., Boston University, 1976 (cum laude)
B.A., Swarthmore College, 1973

Associations

Co-Chair, Subcommittee on Net Operating Losses, New York State Bar Association (1985-1987)
Co-Chair, Subcommittee on Bankruptcy, New York State Bar Association (1988-1989)
Executive Committee Member, Tax Section, New York State Bar Association (1985-1989)


Eric Solomon is the Co-Director of Ernst & Young LLP’s National Tax Department in Washington, DC.  Eric advises clients on a wide range of transactional and tax policy issues.  He has more than 35 years of tax experience in private practice and government service.

Eric served as Assistant Secretary for Tax Policy at the U.S. Treasury Department from December 2006 to January 2009.  As Assistant Secretary, he headed the Office of Tax Policy, which serves as the primary advisor to the Treasury Secretary on legal and economic matters relating to domestic and international taxation.

Eric joined the Office of Tax Policy in 1999.  He served in both the Clinton and George W. Bush Administrations. He was Senior Advisor for Policy, Deputy Assistant Secretary (Tax Policy) and Deputy Assistant Secretary (Regulatory Affairs) prior to his 2006 confirmation as Assistant Secretary.

In recognition of his accomplishments at the Treasury Department, Eric received the Alexander Hamilton Award, which is the highest award for Treasury service, and the Distinguished Presidential Rank Award. The Tax Council Policy Institute presented Eric its first Pillar of Excellence Award for his contributions in the field of tax law and policy. The Tax Foundation and the Tax Executives Institute presented him their Distinguished Service Awards. The Taxation Section of the Federal Bar Association presented Eric the Kenneth H. Liles Award for Distinguished Service. He also received an outstanding achievement award from the Taxation Section of the State Bar of Texas and the first Distinguished Service Award presented by the Taxation Section of the State Bar of California.

From 1996 to 1999, Eric was a principal in Ernst & Young LLP’s National Tax Mergers and Acquisitions group in Washington, DC. Previously, he was Assistant Chief Counsel (Corporate) at the Internal Revenue Service, heading the IRS legal division responsible for all corporate tax issues. He began his career with law firms in New York City and was a partner at Drinker Biddle & Reath in Philadelphia.

Eric received his A.B. from Princeton University (Phi Beta Kappa), his J.D. from the University of Virginia and his LL.M. in taxation from New York University. He is a member of the Executive Committee of the Tax Section of the New York State Bar Association. He was Vice Chair for Government Relations for the American Bar Association Section of Taxation and is currently Vice Chair of the ABA Corporate Tax Committee. He is co-chair of the Practising Law Institute conference on Tax Strategies for Corporate Acquisitions and Dispositions.

Eric is an adjunct professor of law at Georgetown University Law Center, where he teaches a course in corporate taxation. He received the 2012-2013 Charles Fahy Distinguished Adjunct Professor Award for Georgetown University’s graduate law programs.