Cases
Representative Engagements: Draft, review,
negotiate tax provisions of various M&A agreements, from buyer
seller perspective (e.g., stock
asset purchase agreements, merger agreements, etc.)
Tax planning for international holding company structure (involved holding companies in Luxembourg
UK with an Irish finance subsidiary)
Draft
review tax provisions of numerous agreements, including credit agreements, license agreements, vendor agreements,
customer agreements
Tax planning for foreign joint ventures (including in Mexico
Brazil)
State tax planning involving entity streamlining/entity classification elections resulting in dilution of apportionment factors in high tax states
Analyze tax impact of 338(h)(10) election to sellers of Subchapter S corporation doing business in over forty states
Restructure pre-existing intercompany debt involving Swedish subsidiary to change currency denomination to avoid adverse tax impact
Arrange intercompany loans involving subsidiaries in the United Kingdom, Sweden,
Canada to effectively redeploy cash outside the United States in a tax-efficient manner considering thin-capitalization rules, withholding taxes,
tax credit utilization rules in the different countries
Establish tax structure for new operations in China, Brazil, Irel
,
India
draft
implement various intercompany agreements
Draft
implement various secondment agreements for expats sent to various countries including Irel
, China, India,
Singapore
Coordinate federal
state tax audits, including worker classification
an issue involving characterization of payments under False Claims Act as damages versus penalties at IRS Appeals level
then at the level of the Court of Federal Claims in litigation with Department of Justice
Implement hedging policy
back to back agreements to push down hedges to foreign subsidiaries
intercompany agreements to push-down stock option expense to local subsidiaries
Develop company-wide SOP for Medical Device Excise Tax
Coordinate financial tax accounting treatment of special transactions, such as treatment of contingent purchase price in asset acquisitions, treatment of R&D,
milestone payments in co-development agreements
Implement company-wide roll-out of R&D tax credit at federal
state level upon the introduction of the Alternative Simplified Credit (ASC) regime
Draft
review tax provisions of joint venture agreements
analyze related tax issues (e.g., disguised sale rules
treatment of built-in gains)
Research
tax planning related to U.S. international tax issues such as Gain Recognition Agreements, Overall Foreign Loss, Branch Loss Recapture,
Dual Consolidated Loss
Analyze 382 implications upon NOLs
other tax attributes to be acquired in numerous domestic acquisitions
Develop strategy for the unwinding of hundreds of millions of dollars of intercompany debt involving a foreign subsidiary in the context of a disposition of that subsidiary in tax neutral manner
Oversee transfer pricing matters/intercompany pricing
Lead tax due diligence in numerous stock
asset acquisitions
Develop tax structure for various stock
asset acquisitions
dispositions
Provide tax advice in respect of executive compensation (409A, 162M)
Identified
developed support for worthless stock opportunity
Develop dual partnership structure for international joint venture
Coordinate state tax planning initiatives including sourcing of receipts
Unwind Irish Finance branch due to BEPs
UK anti-hybrid rules
Implement Country-by-Country Reporting
Review federal
state tax returns
Review tax provision
