november 3-4, 2017 annual federal tax conference tax... · howard e. abrams howard e. abrams is a...

70th Annual

Federal Tax ConferenceThe Gleacher Center | 450 North Cityfront Plaza Drive | Chicago, Illinois 60611

November 3-4, 2017

Every month Taxes The Tax Magazine® provides its readers with cogent, innovative and practice-oriented analyses of federal, state and international tax issues. Articles selected for publication in this monthly magazine furnish pragmatic guidance for navigating a strategic course through the intricate landscape of tax rules and regulations. Articles and columns, written by tax experts, provide thorough, accurate analyses of current tax issues, trends and legislative developments. Each issue offers timely feature articles as well as regular columns and features. Columns and features include:

Corporate Tax Watch (by Wade Sutton) covering all critical developments in the corporate tax area.Employee Benefits Corner (by Elizabeth Thomas Dold and David N. Levine) covering all types of employee benefits, including qualified plans, IRAs, governmental plans, nonqualified deferred compensation plans, and health and welfare plans.Family Tax Planning Forum (by Robert S. Keebler) focusing on financial planning, retirement planning and income tax.International Tax Watch (by Stewart R. Lipeles and John D. McDonald) looking at the world of tax beyond the U.S.Passthrough Partner (by J. Leigh Griffith) examining tax planning issues affecting all forms of passthrough entities.SALT Block (by Blaise M. Sonnier) examining current issues and developments in state and local taxation.Tackling Taxes (by Paul C. Lau and Ronald Marcuson) covering current tax matters of significant interest to our readers.Tax Practice (by William D. Elliott) focusing on tax practice and procedure issues.Tax Trends (by Mark A. Luscombe) keeps you up-to-date on the latest trends in the tax world.The Estate Planner (by Lewis J. Saret) examining the tax and legal aspects of trusts and estates and significant current developments.Untaxingly Yours (by Brian T. Whitlock) covering income, payroll, and estate tax issues surrounding the transfer of closely-held business entities from one generation to the next.

Special University of Chicago Conference Issue. Published exclusively each year in the special March issue of Taxes The Tax Magazine® are the papers presented at the prestigious University of Chicago Law School’s Annual Federal Tax Conference.

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UNIVERSITY OF CHICAGO LAW SCHOOL70th Annual Federal Tax Conference

Program Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Speakers and Panelists . . . . . . . . . . . . . . . . . . . . . . 7

71st Annual FEDERAL TAX CONFERENCEFriday, November 9, 2018Saturday, November 10, 2018

SAVE THE DATE

The Gleacher Center450 North Cityfront Plaza DriveChicago, IL 60611

THE UNIVERSITY OF CHICAGO LAW SCHOOL2

All times are approximate.All sessions will take place in Room 100 unless otherwise noted.

Friday, November 3, 20178:00 amRegistration & Continental BreakfastRoom 100 Foyer

8:30 amWelcome & Introductory Remarks

8:45 am – 10:15 amSession 1. The Future of the Foreign Tax Credit Moderator: Ron Dabrowski, KPMGLead Presenter: Michael Caballero, Covington & Burling LLPPanelists: Kevin Dolan, Shearman & Sterling LLP Tim McDonald, Proctor & Gamble Marjorie Rollinson, Associate Chief Counsel (International), IRS

This panel will explore the role of the foreign tax credit in the evolving international tax environment. Topics will include the tension between the historic rules for defining an income tax (or an “in lieu of” tax) and the novel character of taxes being imposed by foreign countries in recent years, the limited prohibition under section 901(m) on crediting taxes attributable to tax exempt income, and rethinking the approach to the “technical” taxpayer rule in light of recent legislative changes and other developments.

10:15 am – 10:45 amBreakRoom 100 Foyer

10:45 am – 12:15 pmSession 2. International Tax ReformModerator: Nicolas DeNovio, Latham & Watkins LLPPanelists: Rosanne Altshuler, Rutgers University David Hariton, Sullivan & Cromwell LLP David Lewis, Eli Lilly and Company

PROGRAM SCHEDULE

THE UNIVERSITY OF CHICAGO LAW SCHOOL 3

Friday, November 3, 2017

The election results of November 2016 gave Republicans control of both ends of Pennsylvania Avenue and among the top priorities set forth by the new President and the Congressional leadership was the long awaited rewrite of the Internal Revenue Code. For well over a decade, political and business leaders have forcefully stated that the U.S. rules, with a relatively high corporate tax rate and a system for taxing international operations designed in the Kennedy Administration (or before) were outdated and placed the United States (and particularly U.S. corporations) at a competitive disadvantage. The House Blueprint of June 2016 provided a framework for major structural changes to the Code, including a dramatic rate cut and a territorial system. It also included a destination based cash flow tax, which now appears to have been abandoned. In April 2017, the Trump Administration announced its own high-level plan, again including a similar rate cut and a move toward a territorial system.

Where do things stand in November 2017? Is real reform on the horizon? What will (should) it provide and what will the impact be to the business community, the economy and the deficit? How will (should) the final plan settle on issues such as the corporate rate, territorial, anti-base erosion, and the deduction for interest and capital expenditures? Our panel of experts (no doubt with input from the typically lively UC audience) will explore these and other timely questions.

12:15 pm – 1:15 pmLunch. Join fellow conference attendees for an informal buffet lunch621 Executive Dining Room

1:15 pm – 2:45 pmSession 3. The General's Orders!? Reconciling General Utilities Repeal with the Nonrecognition Provisions of Subchapter C

Moderator: Eric Solomon, Ernst & YoungLead Presenter: Bill Alexander, Skadden, Arps, Slate, Meagher & Flom LLPPanelists: Kathleen Ferrell, Davis Polk & Wardwell LLP Gordon Warnke, Linklaters LLP Robert Wellen, Associate Chief Counsel (Corporate), IRS

To what extent does General Utilities repeal call for the displacement of the nonrecognition provisions of Subchapter C? This panel will review the coexistence of these provisions in various contexts.

2:45 pm – 3:15 pmBreakRoom 100 Foyer


3:15 pm – 4:45 pmSession 4. Uncertainties, Inconsistencies, and Illogical Outcomes Involving the Distinction Between Recourse and Nonrecourse DebtModerator: Suresh Advani, Sidley Austin LLPLead Presenter: Anthony Sexton, Kirkland & Ellis LLPPanelists: Jennifer Alexander, Deloitte & Touche LLP Jiyeon Lee-Lim, Latham & Watkins LLP Every lawyer knows the distinction between recourse debt and nonrecourse debt. Recourse debt can be asserted against the borrower itself, without limitation to any particular set of collateral; the lender only bears risk of loss if the borrower itself is insolvent. By contrast, nonrecourse debt can only be asserted against specified collateral; the lender bears risk of loss if the collateral becomes worth less than the amount of the debt. A straightforward distinction with straightforward consequences.

Of course, not every lawyer is a tax lawyer. To tax lawyers, the question of whether a debt is recourse or nonrecourse can be subject to significant uncertainty. The terms can have different meanings in different contexts, and significant uncertainty about the proper characterization can exist, particularly when disregarded entities are involved (though a recent watershed Private Letter Ruling provides significant insight into the IRS’s current view on this subject). Once a tax practitioner characterizes the debt as recourse or nonrecourse, the distinction can have a dramatic--and often irrational and unsupportable--effect on the tax treatment of common transactions, particularly debt workouts and restructurings.

The presentation will not be the first walk through this particular thicket. Instead, the presentation re-examines these issues in light of recent developments, and offers recommended solutions to eliminate some of the most significant problems in this area.

6:30 pmReception and DinnerThe University Club of Chicago, Madison Room(corner of S. Michigan Ave., and E. Monroe St.)76 E Monroe St., Chicago, IL 60603

Developing Tax Policy in a Changing International and Congressional Environment

Dinner Speaker: Thomas A. Barthold, Chief of Staff of the Joint Committee on Taxation

Friday, November 3, 2017


Saturday, November 4, 2017

Saturday, November 4, 20178:00 am – 8:30 amContinental BreakfastRoom 100 Foyer

8:30 am – 10:00 amSession 5. Partners’ Compensatory Income: We may be lost but we’re making really good timeModerator: Bahar A. Schippel, Snell & Wilmer L.L.P.Lead Presenter: Robert R. Keatinge, Holland & Hart LLPPanelists: Stanley Ramsay, Weil, Gotshal & Manges LLP Clifford Warren, IRS, Special Counsel, Passthroughs and Special Industries

The tax code has long distinguished the tax treatment of income of individuals for services (“compensatory income”) from other forms of income for a variety of income-, employment-, and self-employment–tax purposes. This policy necessitates the differentiation of compensatory income from non-compensatory income—a particularly difficult undertaking where income comes from a combination of services and capital as in the case of partnerships and other business contexts. In response to this need a myriad of approaches to distinguishing compensatory and non-compensatory income has developed, particularly where the source of income is a combination of services and capital. Among these approaches are including “reasonable compensation” for services; treating income from material participation as compensatory income; excluding an amount of income reflecting reasonable return on capital from compensatory income; and, in the case of pass-through entities a series of peculiar rules distinguishing “general partner interests” from “limited partner interests,” the proscription on treating partners as employees, and the treatment of partners and some service-providing S corporation shareholders from benefiting from certain of the rules otherwise available to service providers. The need to distinguish compensatory from non-compensatory income may be exacerbated under some recent tax proposals that will reduce the tax rates for income from pass-through taxpayers (including sole proprietorships) while leaving higher rates in place for compensatory income.

This panel will discuss some of the circumstances in which compensatory income has been (or may be under some current tax proposals) treated differently from non-compensatory income and review the ways in which compensatory and non-compensatory income have been distinguished, particularly from the perspective of tax partnerships. Finally, assuming the distinction between the treatment of compensatory and non-compensatory income is appropriate, the panel will consider whether there might be a rational, workable and fair manner of distinguishing compensatory and non-compensatory income in partnerships.


10:00 am – 10:15 amBreakRoom 100 Foyer

10:15 am – 11:45 amSession 6. Wherefore Section 736Moderator: Eric Sloan, Gibson, Dunn & Crutcher LLPLead Presenter: Howard Abrams, Visiting Professor of Law at Harvard Law SchoolPanelists: Debbie Fields, KPMG Karen Lohnes, PricewaterhouseCoopers We will examine the technical details of section 736, its history, how it functions, and whether it should be excised from the Internal Revenue Code.


SPEAKERS AND PANELISTS

Howard E. AbramsHoward E. Abrams is a continuing Visiting Professor at Harvard Law School. Immediately prior to rejoining the Harvard faculty in 2017, he was Warren Distinguished Professor and Director of Tax Programs at the University of San Diego School of Law. Professor Abrams is a partnership and corporate tax specialist, receiving his B.A. from the University of California (Irvine) and his J.D. from Harvard University. He has written four books, the BNA Tax Management Portfolios on Disregarded Entities and on Partnership Options (forthcoming), and more than fifty articles on taxation. Professor Abrams taught at Emory University from 1983 until 2013, spent the 1999–2000 academic year with the national office of Deloitte Tax as the Director of Real Estate Tax Knowledge, and from January of 2003 through August of 2004 was of counsel to Steptoe & Johnson in Washington, D.C. He teaches regularly at Leiden University in the Netherlands and is a member of the American Law Institute and the California (inactive) and DC Bars. Prior to joining the Emory faculty, Professor Abrams was a law clerk to Chief Judge Theodore Tannenwald, Jr., of the U.S. Tax Court and practiced in Los Angeles with the firm of Brobeck, Phleger & Harrison. Professor Abrams has taught as a Visiting Professor at Cornell, Berkeley, Yale, and Harvard. Suresh Advani Suresh Advani is a partner in Sidley Austin LLP’s Chicago office who focuses on federal income tax matters. Suresh represents domestic and foreign corporations involved in mergers and acquisitions, partnerships and joint ventures, spin-offs and other divisive transactions, financial products, asset securitizations, and foreign and domestic securities offerings. In addition, Suresh regularly advises debtors and creditors on tax aspects of insolvency proceedings and debt restructurings. Since 2007, he has been named annually in the Tax section of America’s Leading Lawyers for Business published by Chambers USA. Suresh is also recommended for tax in several other publications such as The Legal 500 U.S. 2013–2014 and 2016, The Best Lawyers in America 2013–2017, Tax Directors Handbook 2014 and The International Who’s Who of Corporate Tax Lawyers 2010–2017.

Suresh is a regular presenter and author at tax conferences, including the University of Chicago Tax Conference, where he is a member of the planning committee, the Chicago Bar Association, where he was past chair of the Corporate Tax Subcommittee, the Practicing Law Institute, the Chicago-Kent College of Law Federal Tax Institute, the American Bar Association and the Tax Executives Institute.

Mr. Advani received his J.D. (cum laude, Order of the Coif ) from Northwestern University School of Law in 1992 and his BS (with highest honors) from the University of Illinois in 1987.

Thomas A. BartholdThomas A. Barthold is the chief of staff with the staff of the Joint Committee on Taxation.

Mr. Barthold joined the Joint Committee staff as a staff economist in 1987. He subsequently has served as senior economist, deputy chief of staff, and acting chief of staff. He was named chief of staff in May 2009. Over the past two decades he has worked on a wide variety of issues for the committee, including capital gains taxation, savings incentives, environmental and energy taxes, estate and gift taxation, the taxation of multinational enterprises, the low-income housing tax credit, tax-exempt bonds, and tax-exempt organizations.


Prior to his arrival in Washington he was a member of the economics faculty of Dartmouth College, Hanover, New Hampshire. His publications include studies of capital gain realizations, charitable bequests, and measuring the distribution of the tax burden. Mr. Barthold is a graduate of Northwestern University and received his doctorate in economics from Harvard University.

Jennifer H. AlexanderJennifer H. Alexander rejoined the Passthroughs group in the National Tax Office of Deloitte Tax LLP as Co-Managing Principal, where she specializes in the use of partnerships and limited liability companies in domestic and cross-border mergers and acquisitions, financing transactions, and restructurings.

Prior to returning to Deloitte, Jennifer served in the Office of Tax Legislative Counsel at the U.S. Department of the Treasury as an Attorney Advisor.

Jennifer has authored articles that have appeared in numerous professional publications, including Tax Notes, Journal of Taxation, TAXES, and Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures, & Other Strategic Alliances (Practising Law Institute). Jennifer is a frequent lecturer on a variety of topics dealing with U.S. federal income taxation, having spoken at many of the country’s leading tax conferences, including the Practising Law Institute, the Southern Federal Tax Institute, the New York University’s Institute on Federal Taxation and Summer Institute on Federal Taxation, the American Bar Association Tax Section, and the Tax Executives Institute.

Jennifer received her B.A. in Government and Politics from the University of Maryland, and her J.D. from the Georgetown University Law Center. Jennifer is a member of the American Bar Tax Section, a member of the Tax Section’s Committee on Partnerships and LLCs, and former CLE Chair for the committee. In 2006, she was the recipient of the American Bar Association Tax Section’s John Nolan Fellowship. She is a member of the State Bar of Maryland and is admitted to practice in Maryland.

William D. AlexanderBill Alexander is of counsel to Skadden, Arps, Slate, Meagher & Flom LLP. He is based in the Washington office, where he focuses on the tax aspects of corporate transactions, including U.S. and cross-border mergers and acquisitions, spin-offs, corporate restructurings and other business transactions. He formerly served as Associate Chief Counsel (Corporate) of the IRS’s Office of Chief Counsel. He had been with the Office of Chief Counsel since 1990, serving as Associate Chief Counsel (Corporate) from November 2001 until January 2015. In this role, he was the chief adviser to the IRS on interpretations of the corporate tax laws, such as provisions dealing with corporate mergers and acquisitions, spin-offs, corporate-shareholder relationships, the use of corporate losses and consolidated returns of corporate groups. He played a major role in the government’s development of published and private guidance, and in developing and implementing the IRS’s enforcement positions in these areas. Bill is a frequent speaker on corporate tax issues at bar association programs and other tax conferences. He is admitted to practice in the District of Columbia and New York, and has a bachelor’s degree from Cornell University, a law degree from Columbia Law School, and an LL.M. in Taxation from New York University School of Law. Prior to joining the IRS, he worked in private practice in New York.

Rosanne Altshuler Rosanne Altshuler is a Professor of Economics at Rutgers University. She was formerly Chair of the Department of Economics and Dean of Social and Behavioral Sciences in the School of Arts and Sciences at Rutgers University. Rosanne started her career as an assistant professor at Columbia University. She has been a visitor at Princeton University, New York University’s School of Law, and the Robert F. Wagner School of Public Service at New York University. Rosanne’s research focuses on


federal tax policy and has appeared in numerous journals and books including the Quarterly Journal of Economics, Journal of Public Economics, National Tax Journal, International Taxation and Public Finance, American Economic Review—Papers and Proceedings, Tax Policy and the Economy, Virginia Tax Review, Public Finance Review, and Tax Notes. Rosanne is currently the first Vice President of the National Tax Association and will be the Association’s President starting in November 2017. She is editor of the Policy Watch section of International Tax and Public Finance and was formerly the editor of the National Tax Journal. Rosanne has been a member of the Board of Directors of the National Tax Association, the Panel of Economic Advisers of the Congressional Budget Office, and the Board of Trustees of the American Tax Policy Institute. Rosanne has also been active in the policy world as Director of the Urban-Brookings Tax Policy Center, Senior Economist to the 2005 President’s Advisory Panel of Federal Tax Reform, and Special Advisor to the Joint Committee on Taxation. She has testified before the Senate Finance and House Ways and Means Committee.

Michael J. CaballeroMichael J. Caballero is a tax partner at Covington & Burling LLP in the firm’s Washington D.C. office. Prior to joining Covington, he spent two and a half years in the Treasury Department’s Office of Tax Policy, from February 2010 to August 2012, first as Deputy International Tax Counsel, and then as International Tax Counsel. He also spent over five and a half years in the Office of Tax Policy from 1999 through 2004, as an Attorney-Advisor and Associate International Tax Counsel. In between his two stints at the Treasury, he was an international tax partner in the Washington D.C. office of two global law firms. Mr. Caballero received a B.S. in Mathematics (with a concentration in Computer Science), magna cum laude, from the University of Notre Dame, a J.D., cum laude, from the Georgetown University Law Center, and an LL.M. in Taxation from the New York University Law School.

Ron DabrowskiRon Dabrowski is the Technical Deputy to the Principal-in-Charge in KPMG’s Washington National Tax Office. He has more than 20 years of experience in international and business taxation. He was a partner at KPMG from 2004 through 2010 and returned to KPMG in 2014 after serving in executive positions at the Treasury Department and the IRS Chief Counsel (International) and on the Senate Finance Committee staff.

Ron has broad experience in business tax matters, focusing on large-scale, cross-border mergers and acquisitions, treaty planning, foreign tax credit planning, and the deferral rules. His experience spans industries, including telecommunications, pharmaceuticals, financial businesses, oil & gas, and oil-field services.

Ron is a past-chair of the District of Columbia Bar’s International Tax Committee and the AICPA’s Tax Resource Panel. He is a co-author with Kevin Dolan, Patrick Jackman, and Philip Tretiak of U.S. Taxation of International Mergers, Acquisitions, and Joint Ventures (Warren, Gorham & Lamont), and is a frequent speaker and writer on a variety of international tax and tax policy topics. He has his undergraduate degree from Boston College and a masters in economics and a J.D. from Duke University.

Nicholas J. DeNovioNicholas J. DeNovio, Global Chair of Latham & Watkins’ International Tax Practice, is a partner in the Washington, D.C. office and member of the firm’s Audit Committee. Throughout his career, Mr. DeNovio has represented large U.S. and non-U.S. based multinational corporations on complex cross-border transactions involving mergers and acquisitions, spin-offs, financings and group structuring. He has represented a number of the world’s leading corporations on multi-billion dollar transactions covering jurisdictions around Europe, Asia and the Americas.


From 2003–2005, Mr. DeNovio served as Deputy Chief Counsel (Technical) at the IRS Office of Chief Counsel where he directly supervised the IRS National Office legal team of some 600 attorneys engaged in guidance, rulings and litigation. He led the regulatory guidance required after the enactment of the American Jobs Creation Act of 2004 and directed the issuance of dozens of other major regulatory initiatives on various tax provisions.

He is a member of the Board for the George Washington University/IRS International Tax Program and served as Chair of the University of Chicago Federal Tax Conference from 2013–2014, and has been on its Board since 2011.

Mr. DeNovio is a renowned speaker and writer for organizations such as Tax Executives Institute (TEI), Practicing Law Institute (PLI), International Fiscal Association (IFA), National Foreign Trade Council (NFTC) and various bar associations.

Kevin Dolan Kevin Dolan is Of Counsel at Shearman & Sterling, LLP in Washington D.C., focusing on international/cross border taxation. Kevin was previously Senior Vice President, Tax Policy and Product Development for Merrill Lynch & Co., Inc. and the firm’s General Tax Counsel. In addition to oversight of the firm’s Global Tax function, he organized, and chaired for many years, the firm’s structured product control committee. Earlier in his career, Kevin was the first Associate Chief Counsel (International) for the IRS and, prior to that, was a member of the Office of International Tax Counsel at the Treasury Department. Kevin is a co-author of a two-volume tax treatise on international transactions published by Warren, Gorham & Lamont. He received his B.A. from the University of Virginia in 1973 and his J.D. from the University of Michigan Law School in 1975.

Kathleen FerrellKathleen Ferrell is a partner in Davis Polk’s Tax Department. She regularly advises clients on federal income tax matters, including domestic and cross-border mergers, acquisitions, spinoffs and other major transactions. She also frequently advises clients on in and out-of-court restructurings, and tax legislative and administrative matters.

Her clients have included private equity funds, financial institutions, multinational corporations and the Federal Reserve Bank of New York.

Kathleen served in the Treasury Department’s Office of Tax Policy from 1987 to 1990, as an Attorney-Adviser in the Office of Tax Legislative Counsel and as the Special Assistant to the Assistant Secretary of Tax Policy.

Deborah Fields Debbie Fields is the Partner-in-Charge of the Passthroughs Group for KPMG’s Washington National Tax Practice. The Passthroughs Group is responsible for providing advice to KPMG professionals and clients regarding the federal taxation of partnerships, real estate investment trusts and S corporations across all major industries. In addition, the Passthroughs Group advises on specialty areas such as like-kind exchanges, oil and gas, leasing, and excise taxes. Client services include transaction structuring, the issuance of opinions, and requesting private letter rulings.

Ms. Fields frequently advises many of the firm’s largest clients about tax planning for partnership transactions, debt restructurings, and like-kind exchanges. Ms. Fields’ clients include private equity and alternative investment funds, real estate funds, energy funds, and operating partnerships. She is also responsible for instructing the firm’s seminars in the taxation of partnerships, like-kind exchanges, and real estate transactions.

Ms. Fields joined KPMG in 1988. Ms. Fields worked in KPMG’s Washington, D.C. office where she provided both audit and tax services to clients prior to joining Washington National Tax in 1996. She has extensive experience in managing client engagements, analyzing and evaluating


relevant financial data, providing research and consulting services, and preparing and reviewing federal and state tax returns for partnerships and their partners.

David HaritonDavid Hariton is a partner of Sullivan & Cromwell LLP and a leading expert on the U.S. tax treatment of inbound and outbound capital investment, and of financial instruments and transactions. He advises many leading corporations and financial institutions on these subjects and has written more than 60 articles and reports.

Mr. Hariton is on the Executive Committee of the New York State Bar Association Tax Section, and served as chairman of the Section in 2005. He has also represented the securities industry in Washington, is a member of the Tax Forum, the Tax Club and other professional associations, and lectures before members of the government and for the Practising Law Institute, the NYU Institute on Federal Income Taxation and other groups.

Robert KeatingeRobert Keatinge is Of Counsel to the Denver law firm of Holland & Hart LLP. He practices in the areas of business organizations, taxation, and professional responsibility. He has represented a wide variety of business organizations and their owners from small start-up companies to publicly traded corporations. He has written and spoken nationally in the areas of business law, taxation, and professional responsibility. He is the co-author of Keatinge and Conaway on Choice of Business Entity (revised annually, most recently, 2017) and Ribstein and Keatinge on Limited Liability Companies Second Edition (revised biennially, most recently June 2017) (both Thomson/West) as well as author of law review and other articles on business, tax, and professional responsibility. He has been a Visiting Associate Professor at Suffolk University School of Law and Professor of Law LL.M. in U.S. Law for International Business Lawyers at the Eötvös Loránd University Faculty of Law, Budapest, Hungary and the Center for International Legal Studies Salzburg, Austria, 2008 (teaching U.S. Business Organizations) and an adjunct professor at the University of Denver College of Law and the University of Miami School of Law. He is a fellow of the American College of Tax Counsel; a member of the American Law Institute; and is listed in the current Best Lawyers in America in three specialties (Corporate Governance and Compliance Law, Corporate Law, and Tax Law) and has been named the Best Lawyers’ 2012 Denver Corporate Law Lawyer of the Year; and listed in Who’s Who in America and other publications. He is incoming chair of the American Bar Association Business Law Section Committee on Professional Responsibility and a member of the ABA Cybersecurity Legal Task Force. He is former Chair of the Colorado Bar Association Business Law and Taxation Sections. He was a member of the Ad Hoc Subcommittee to Comment on the Revised Uniform Partnership Act. He is former chair of the Committees on Taxation and on LLCs, Partnerships and Unincorporated Entities (formerly the Committee on Partnerships and Unincorporated Business Organizations) of the ABA Business Law Section and of the Joint Editorial Board for the ABA/BNA Lawyer’s Manual on Professional Conduct and a former Member of the American Bar Association House of Delegates. He is a graduate of the University of Colorado and the University of Denver College of Law (J.D., LL.M. (Taxation)).

Jiyeon Lee-LimJiyeon Lee-Lim is a tax partner in the New York office of Latham & Watkins LLP. She currently serves as the global chair of the tax department of Latham & Watkins LLP.

Ms. Lee-Lim received S.J.D. and LL.M. from Harvard Law School and LLB from Seoul National University. She previously served on the Executive Committee of Tax Section of the New York State Bar Association (NYSBA) and a Co-chair of the NYSBA Tax Section Committee on Securitizations and Structured Finance. She is a member of the Tax Forum.


Ms. Lee-Lim has represented a large number of U.S. and multinational financial institutions in connection with a wide range of financing transactions and debt and equity derivatives, and advised many investment managers in asset-backed securities offerings and other structured finance transactions. She has also represented numerous U.S. and international corporations in connection with various types of securities offerings as well as corporate reorganizations, international tax planning, advised sovereign investors, and non-U.S. institutions in connection with inbound investments into the United States.

Ms. Lee-Lim is well-recognized in her field. Clients praise Ms. Lee-Lim as “excellent at identifying issues, analyzing applicable law, explaining uncertainties or ambiguities, and providing sound guidance that allows us to apply business judgment to reach decisions.” Chambers USA 2017. She was recognized for Tax and Tax—Corporate & Finance. Chambers USA 2017. According to clients, Ms. Lee-Lim “totally ’gets it’, she is so knowledgeable. She understands business judgment and the practical elements of dealing with accountants.” Chambers USA 2016. She has “an understanding of the underlying issues in a transaction, including an ability to put matters into business terms, as well as very impressive technical ability.” Chambers USA 2015. “She has a good understanding of our business and provides practical solutions.” Chambers USA 2014. “New York based Jiyeon Lee-Lim is `highly recommended’ for International Tax.” The Legal 500 US 2016. Ms. Lee-Lim is recognized by clients for her “excellent technical skills.” The Legal 500 US 2014.

David P. LewisDavid P. Lewis is the Vice President of Global Taxes and Assistant Treasurer at Eli Lilly and Company in Indianapolis, Indiana. In this position, Mr. Lewis has global responsibility for all aspects of the Company’s tax and tax-related matters. Prior to 1988, Mr. Lewis engaged in the private practice of law, focusing primarily in the areas of taxation, securities, banking, and corporate law.

Mr. Lewis graduated from Arsenal Technical High School in 1977, Wabash College in 1981 with a major in Economics, and from the Indiana University School of Law in Bloomington in 1984. He is admitted to practice law before the Indiana State Bar and the Bars of the Federal District Courts, Southern and Northern Districts of Indiana. He is a member of the Board of Trustees at Wabash College.

Mr. Lewis has specific expertise in matters of U.S. federal tax policy including international taxation, as well as matters related to state and local fiscal and tax policy. Mr. Lewis currently serves as Chairman of the Board of Directors of The Tax Foundation, as well as Chairman of the Executive/Finance Committee of The Tax Council. He currently serves on the Board of Directors of The Tax Council, the Tax Council Policy Institute, the Indy Partnership, and the Indiana Fiscal Policy Institute. He also is actively involved in tax reform efforts in Washington, D.C., including (as a founder) serving on the Board of Directors of the Alliance for Competitive Taxation and as a founding member of the Alliance for Biopharmaceutical Competitiveness & Innovation. He is also a member of the Board of Advisors of Indiana University’s Public Policy Institute. Mr. Lewis also founded, and served as Executive Leader of, the Homeland Investment Coalition which secured Federal enactment of tax legislation in 2004 enabling the temporary repatriation of foreign earnings for U.S. investment by U.S. global companies. Previously, Mr. Lewis also served as Co-Chair of the Tax & Fiscal Study Commission of Indiana University Public Policy Institute’s Policy Choices for Indiana’s Future initiative and currently serves on this institute’s Board of Advisors.

Most recently, Mr. Lewis served on the Executive Committee and as Funding Chair of the 100th Running [of the Indianapolis 500 Mile Race] Host Committee. Additionally, he served as Chairman of the Indianapolis Regional Comprehensive Economic Development Strategy task force, developing and implementing a long-term economic development strategy for the nine-county greater Indianapolis region in central Indiana.

Mr. Lewis was actively involved with the Host Committee for Super Bowl XLVI in Indianapolis in 2012, including serving on its Executive Committee, as a primary fundraiser and as Chair of the


Donor Relations Committee, and also served as Vice Chairman of the Indianapolis 2018 Super Bowl Bid Committee. He has also served on the Board of Advisors of the NFL Near Eastside Legacy Center located on the campus of Arsenal Technical High School. Locally, he served as a member of the board of directors of The 500 Festival from 2004to 2010 and of Cathedral High School from 2005 to 2013. On behalf of the Indy Chamber, he also co-chaired initiatives that produced reports for the City of Indianapolis entitled Invest in Indianapolis—Part I and II, and the Indy Chamber & IPS 2013 Operational Analysis. Finally, he is a 2014 graduate of the FBI’s Indianapolis Citizens Academy.

Karen LohnesKaren Lohnes is the leader of the Mergers & Acquisitions Group in the PricewaterhouseCoopers LLP, Washington National Tax Services office. She is a fully dedicated specialist in all aspects of partnership taxation. Mrs. Lohnes assists clients with joint venture matters, including structuring domestic and foreign partnership acquisitions and disposition transactions.

Mrs. Lohnes has extensive consulting experience in the areas of partnership formation and operational issues, including disguised sales, substantial economic effect analysis and section 704(c) methods. Her experience also includes treatment of contractual alliances, application of section 197, basis adjustments and section 751 analysis.

Prior to joining the legacy firm PricewaterhouseCoopers LLP, Mrs. Lohnes was a tax associate with Covington & Burling, where she focused on partnership, corporate, and general tax matters. She also served as a law clerk to U.S. Tax Court Chief Judge Lapsley Hamblen, Jr.

Mrs. Lohnes is a regular speaker at national conferences including PLI, TEI and ABA. She is a co-author of the BNA on LLCs and author of numerous articles including, “Value Equals Basis and Partners’ Distributive Share; Stuffing, Fill-Ups, and Waterfalls,” and “Controversial Ruling Requires Gain to be Recognized on Distributions from Merged Partnership,” both published in Journal of Taxation, “Foreign Partnership: Rules, Issues, and Planning Opportunities Regarding U.S. Filing Requirements,” published in International Tax Journal, “Effecting Capital Gain Treatment on Disposition of a Partnership Interests,” published in the University of Southern California Tax Institute’s Major Tax Planning, and “Maximizing Section 197 Amortization in Partnership Transactions” and “To File or Not to File, That is the Question for Foreign Partnerships,” published in The Tax Advisor. She is a member of the ABA Partnership Tax Committee and is Chair of the Partnership Workout Subcommittee.

Mrs. Lohnes holds a J.D. from Boston University School of Law, where she graduated summa cum laude and served as Editor on the Boston University Law Review. She also holds a B.S. Accounting from Louisiana State University.

Timothy M. McDonaldTim McDonald is the Vice President of Finance & Accounting, Global Taxes at The Procter & Gamble Company. He has been with Procter & Gamble since 2003. Responsible for all matters pertaining to corporate income and transactional taxes (VAT, GST, and Sales/Use Taxes) globally, including tax policy positions involving legislation, planning, compliance, and audit defense. He is currently supervising an approximate 210 person global tax function located in 32 countries. The tax function also has responsibility for technical support and audit defense role for various other taxes (including, for example, customs valuation matters, excise, and property taxes).

Prior to joining Procter & Gamble, he was the head of Tax at Baxter International Inc. and a Senior Tax Manager at Deloitte & Touche.

He has a bachelor’s degree from the University of Michigan and a law degree from Wayne State University Law School.


Stanley RamsayStanley Ramsay is a partner in Weil’s Tax practice and is based in New York. Mr. Ramsay has significant experience in the structuring and documentation of private equity and merger, and acquisition transactions, including significant experience involving alternative asset managers. He regularly advises clients on the formation and operation of private equity funds and investment vehicles, partnerships, joint ventures and limited liability companies. Mr. Ramsay also regularly advises clients on restructurings and workouts.

Mr. Ramsay’s practice is focused on representing private equity sponsors, investment banks, and institutional investors. He has advised clients on the formation and structuring of private equity funds ranging in size from $250 million to more than $4 billion.

Mr. Ramsay is a frequent speaker at bar association and industry panels on tax topics relating to partnerships and private equity funds. Mr. Ramsay is the Chair of the Private Equity Subcommittee of the Partnerships Committee of the Tax Section of the American Bar Association.

Marjorie RollinsonMarjorie Rollinson was selected as the Associate Chief Counsel (International) in the spring of 2016. She heads the office within counsel of 75 attorneys and other professionals responsible for legal advice, guidance, and support to the IRS, Treasury and the public on international tax issues in all procedural postures. Before becoming the Associate, Ms. Rollinson served as the Deputy Associate Chief Counsel (International-Technical) from October, 2013 to March 31, 2016.

Prior to joining the IRS, Ms. Rollinson was a principal in EY’s National Tax Department, where she was also the National Director of International Tax Services–Technical and co-chaired the firm’s International Tax Technical Committee.

Ms. Rollinson received her law degree from the University of Maryland in 1987. She received her undergraduate degree from Wellesley College in 1984.

Ms. Rollinson is a member in good standing of the Maryland Bar.

Bahar SchippelBahar Schippel is a partner in Snell & Wilmer LLP’s Phoenix, Arizona office, and is Chairperson of the Firm’s Tax Group. Bahar specializes in tax planning for mergers and acquisitions, joint ventures and real estate transactions, drafting LLC and partnership agreements, tax planning in connection with fund formation and operations, structuring tax-efficient debt workouts, designing service provider equity compensation for LLCs, and partnerships and representing taxpayers before the IRS. She serves on the Council of the ABA Tax Section and is a Vice Chair (Pro Bono and Outreach) thereof. Bahar is a Past Chair of the ABA Tax Section Partnership Committee. She is currently a member of the ABA’s National Conference of Lawyers and CPAs. Bahar is also the Past Chair of the Tax Section of the State Bar of Arizona and Past Chair of the Arizona Tax Advisory Commission, which oversees the tax specialization program in Arizona. She is a Fellow of the American College of Tax Counsel, and a member of the Bloomberg BNA Real Estate Advisory Board and the Wolters Kluwer Legal Tax Advisory Board, which all include some of the nation’s leading authorities on tax law. Bahar frequently speaks at national and regional tax conferences and contributes articles to top-tier tax publications.

Prior to joining Snell & Wilmer, Bahar served as Attorney-Advisor for the U.S. Tax Court in Washington, D.C., Teaching Assistant to the Honorable David Laro at Georgetown University Law Center, and Associate at Combs, Mack and Lind. She received her B.S. in 1992 from Arizona State University; her J.D. in 1996 from Arizona State University, where she was a four-time Pedrick Scholar and a member of the Order of the Coif; and her LL.M. in 1998 from the University of San Diego.


Anthony SextonAnthony Sexton is a partner in the Chicago office of Kirkland & Ellis LLP. His practice focuses on the tax aspects of complex business transactions and reorganizations, with a primary focus on the tax considerations relevant to distressed companies and their creditors in out-of-court workouts and bankruptcy reorganizations. Debtor representations include Energy Future Holdings, GenOn Energy, Linn Energy, Caesars Entertainment, C&J Energy Services, Ultra Petroleum, Sequa Corporation, and many others.

Anthony graduated from the University of Chicago Law School in 2011. Prior to joining Kirkland, he was a clerk for the Honorable Frank. H. Easterbrook of the Seventh Circuit Court of Appeals. He has taught as a lecturer at the University of Chicago Law School.

Eric SloanEric Sloan is a partner in the New York office of Gibson, Dunn & Crutcher and a member of the Firm’s Tax Practice Group. With more than 25 years of broad transactional and structuring experience, Mr. Sloan focuses his tax practice on the use of partnerships and limited liability companies in domestic and cross-border mergers and acquisitions, financing transactions, and restructurings. He also has developed substantial experience in initial public offerings, including advising on many “UP-C” IPOs in a range of industries.

Mr. Sloan has represented four of the largest private equity firms and the two largest privately held companies in the United States, as well as many publicly traded companies. He advised on the first publicly traded “permanent capital fund” launched by a major U.S.-based private equity firm and the first pass-through portfolio company investments made by four of the largest U.S.-based private equity firms.

He has substantial experience in the formation of domestic and cross-border joint ventures and acquisitions and dispositions of businesses and interests in joint ventures, including the largest joint venture in the United States and a complex multi-billion dollar cross-border commodities joint venture. He has also handled restructurings of partnerships, as well as private equity fund structuring and leveraged recapitalizations of private equity portfolio companies.

In 2016, Mr. Sloan was recognized as an “Expert” in Corporate Tax by Who’s Who Legal. Mr. Sloan started his legal career as an associate with Irell & Manella in Los Angeles and

practiced law in Washington, D.C. before joining Deloitte as a principal, where he was asked to establish and lead Deloitte’s National Office Partnership Taxation group in 1997.

Mr. Sloan is a Fellow of the American College of Tax Counsel. He currently serves as Co-Chair of the Committee on Partnerships and as an Executive Committee Member of the New York State Bar Association Tax Section. He is Conference Co-Chair of Practising Law Institute’s Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances conference, and serves on Bloomberg BNA’s Pass-Through Entities Advisory Board. He has also been active with the Section of Taxation of the American Bar Association, having served as a Chair of its Committee on Partnerships and as a Council Director. In addition, for more than a decade he was an adjunct professor at Georgetown University Law Center, and he has been a guest lecturer at the Wharton School of the University of Pennsylvania.

Mr. Sloan received his Juris Doctor from the University of Chicago in 1990. He also earned an LL.M. with distinction in taxation from Georgetown University Law Center in 1994.

Mr. Sloan is a member of the District of Columbia bar and is not yet admitted to the New York bar. He currently practices under the supervision of the Principals of the Firm.

Eric SolomonEric Solomon is the Co-Director of Ernst & Young LLP’s National Tax Department in Washington, D.C. 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.

Eric has received numerous awards for his government service. 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.

From 1996 to 1999, Eric was a principal in Ernst & Young LLP’s National Tax Mergers and Acquisitions group in Washington, D.C. Previously, he was Assistant Chief Counsel (Corporate) at the IRS, 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 has been an officer and is currently Chair-Elect of the American Bar Association Section of Taxation. He is also a member of the Executive Committee of the Tax Section of the New York State Bar Association. 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 Distinguished Adjunct Professor Award for Georgetown University’s graduate law programs.

Gordon WarnkeGordon is the head of Linklaters’ U.S. tax practice and is located in New York. His primary areas of expertise include the U.S. federal income taxation of domestic and cross-border mergers, acquisitions, spin-offs, divestitures, and restructurings. His practice also encompasses the taxation of private equity funds and other collective investment vehicles and as well as the taxation of various financial products.

Gordon is an active member of the Executive Committee of the Tax Section of the New York State Bar Association. In addition, he speaks frequently at professional education programs on federal income tax topics and has authored a number of articles and reports on corporate reorganizations and other tax subjects. Among the forums at which Gordon has been a regular speaker are the American Bar Association, the American Law Institute, the Federal Bar Association, the International Bar Association, the International Tax Institute, the New York State Bar Association, the Practicing Law Institute, the Texas Federal Tax Institute, and the D.C. Bar Association.

Gordon received an LL.B. from the University of Alberta, and an S.J.D. from Harvard Law School.

Cliff WarrenCliff Warren is Senior Level Counsel in Passthroughs and Special Industries at the IRS. Prior to joining the government, Cliff was head of tax at KKR and, before that, a large NYC hedge fund. Cliff was also at G.E. Capital, where he was head of tax at a major division, GE Capital Commercial Finance, which did GE’s international lending, factoring, distressed debt, and LBOs. Cliff is a graduate of Middlebury College and New York Law School and earned his LL.M. at NYU.

Robert WellenBob Wellen is Associate Chief Counsel (Corporate) of the IRS.

Before joining IRS, Bob practiced tax law for more than 40 years. His practice included planning and negotiating corporate acquisitions, joint ventures, financings, equity offerings and spin-offs


and developing corporate structures, representing taxpayers in administrative tax controversies, and litigation and advocating policy positions before the Treasury Department and the IRS. He also served as an arbitrator in commercial cases involving tax issues, such as tax sharing agreements, and as an expert witness on tax issues.

Bob received his B.A. from Yale College (magna cum laude, Phi Beta Kappa) in 1968, his J.D. from Yale Law School in 1971 and his LL.M. (Taxation) from Georgetown University Law Center in 1974.

Bob served on active duty in the U.S. Navy Judge Advocate General’s Corps. Thereafter, he joined Fulbright & Jaworski (now Norton Rose Fulbright) and became a partner in that firm. He joined Ivins, Phillips & Barker as a partner. He joined the IRS Office Chief Counsel in 2015.

He has written numerous articles for tax publications, including the Practising Law Institute proceedings, TAXES, Tax Notes, and The Journal of Taxation. He lectures frequently at professional education programs, including programs sponsored by the American Bar Association, the Practising Law Institute, American Law Institute, Tax Executives Institute, Federal Bar Association, District of Columbia Bar, New York State Bar Association, New York University, University of Chicago, Penn State University/Dickinson College of Law, University of California at Los Angeles, University of Miami, William & Mary Law School, and Southern Federal Tax Institute.

He is a member of the American Bar Association Tax Section, in which he served as chair of the Corporate Tax Committee. He is also a fellow of the American College of Tax Counsel, and a member of the District of Columbia Bar Tax Section and the Federal Bar Association.

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