David Forst, Jim Fuller
The Treasury and the IRS have proposed far-reaching new § 385 regulations. They were issued in the context of inversions, but their ramifications extend well beyond inversion-related earnings
Proposed Treas. Reg. § 1.385-2 sets forth important new documentation requirements. Contemporaneous documentation supporting the debt nature of a related-party instrument must be timely prepared and maintained for related-party debt to be treated as indebtedness for federal tax purposes. Without it, a taxpayer that is subject to the documentation requirements (below) cannot even argue that its debt instrument constitutes debt.
The documentation and financial analysis must support four central characteristics of indebtedness. Those characteristics are: a legally binding obligation to pay, creditor's rights to enforce the terms of the obligation, a reasonable expectation of repayment at the time the instrument is created and an ongoing debtor-creditor relationship during the life of the instrument.
The "binding obligation to repay" documentation evidence must be in the form of timely prepared written documentation executed by the parties.
The "creditor's rights to enforce terms" means that the taxpayer must establish that the creditor/holder has the legal rights to enforce the terms of the instrument. The proposed regulations provide examples of these rights, including the right to trigger a default and the right to accelerate payments. The creditor/holder must have superior rights to shareholders to share in the assets of the issuer in the event that the issuer is dissolved or liquidated.
The "reasonable expectation of repayment" means that the taxpayer must timely prepare documents evidencing a reasonable expectation that the issuer could in fact repay the amount of the purported loan. The proposed regulations provide examples of applicable documents, including cash flow projections, financial statements, business forecasts, asset appraisals, determination of debt-to-equity and other relevant financial ratios of the issuer (compared to industry averages). If a disregarded entity is the issuer and its owner has limited liability, only the assets and financial position of the disregarded entity are relevant.
The "genuine debtor-creditor relationship" requires taxpayers to prepare timely evidence of an ongoing debtor-creditor relationship. The documentation can take two forms. Issuers that complied with the terms of the instrument must include timely prepared documentation of any payments on which the taxpayer relies to establish debt treatment under general federal tax principles.
Issuers which failed to comply with the terms of the instrument, either by failing to make required payments or by otherwise suffering an event of default under the terms of the instrument, the documentation must include evidence of the holder's reasonable exercise of the diligence and judgment of a creditor.
The documentation must be prepared no later than 30 days after the date of the relevant event, which is either the date that the instrument becomes a related-party debt instrument or the date that an expanded group member becomes an issuer with respect to the instrument – generally the latter.
The proposed regulations authorise the IRS to treat an instrument issued in the form of debt between related parties (for this purpose, 50% of vote or value) as part debt and part equity, depending on the facts and taking into account general federal tax principles. For example, if the IRS's analysis supports a reasonable expectation that, as of the issuance of the instrument, only a portion of the principal amount will be repaid. The IRS determines that the instrument should be treated as debt only in part, the instrument may be treated as part debt and part equity.
Prop. Treas. Reg. §§ 1.385-3 and 1.385-4 provide rules that treat as stock certain instruments that otherwise would be treated as indebtedness for federal income tax purposes. The general rule treats an expanded group debt instrument (80% vote or value) as stock to the extent that it is issued by a corporation to a member of the corporation's expanded group (1) in a distribution; (2) an exchange for expanded group stock, other than an exempt exchange (as defined); or (3) in exchange for property in an asset reorganisation, but only to the extent that, pursuant to the plan of reorganisation, a shareholder that is a member of the issuer's expanded group immediately before the reorganisation receives the debt instrument with respect to its stock in the transferor corporation.
The term "distribution" is broadly defined as any distribution by a corporation to a member of the corporation's expanded group. Thus, a debt instrument issued in exchange for stock of the issuer of the debt instrument (that is, in a redemption) is a distribution.
The second provision, addressing debt instruments issued in exchange for expanded group stock, applies regardless of whether the expanded group stock is acquired from a shareholder of the issuer of the expanded group stock, or directly from the issuer. For purposes of this second provision, the term "exempt exchange" means an acquisition of expanded group stock in which a transferor and transferee of the stock are parties to a reorganisation that is an asset reorganisation in certain cases.
The third rule applies to asset reorganisations among corporations that are members of the same expanded group. Specifically, the third rule applies to a debt instrument issued in exchange for property but only to the extent that the shareholder that is a member of the issuer's expanded group receives the debt instrument with respect to its stock in the transferor corporation. This second step could be in the form of a distribution of the debt instrument to shareholders of the distributing corporation in a divisive asset reorganisation, or in redemption of the shareholder's stock in the transferor corporation in an acquisitive asset reorganisation. Because this rule only applies to a debt instrument that is received by a shareholder with respect to its stock in the transferor corporation, that debt instrument would, absent the application in Prop. Treas. Reg. § 1.385-3, be treated as "other property" within the meaning of § 356.
The funding rule treats as stock an expanded group debt instrument that is issued with a principal purpose of funding a transaction described in the general rule. Specifically, a principal purpose debt instrument is a debt instrument issued by a corporation (funded member) to another member of the funded member's expanded group in exchange for property with a principal purpose of funding:
1) a distribution of property by the funded member to a member of the funded member's expanded group, other than a distribution of stock pursuant to an asset reorganisation that is permitted to be received without the recognition of gain or income under § 354 or 355 or, when § 356 applies, that is not treated as "other property" or money described in § 356;
2) an acquisition of expanded group stock, other than in an exempt exchange, by the funded member from a member of the funded member's expanded group in exchange for property other than expanded group stock; or
3) the acquisition of property by the funded member in an asset reorganisation but only to the extent that, pursuant to the plan of reorganisation, a shareholder that is a member of the funded member's expanded group immediately before the reorganisation receives "other property" or money within the meaning of § 356 with respect to its stock in the transferor corporation.
The regulations are proposed to apply to any debt instrument issued on or after April 4, 2016 and to any debt instrument issued before that date but treated as issued after that date as a result of an entity classification election that is filed on or after that date. However, when provisions of the proposed regulations otherwise would treat a debt instrument as stock prior to the date of publication in the Federal Register of the Treasury Decision adopting these rules as final regulations, the debt instrument will be treated as indebtedness until the date that is 90 days after the date of publication in the Federal Register of the decision adopting the rule as final.
Guidant involves a group of US corporations that filed consolidated federal income tax returns (collectively, the "taxpayer"). During the years in issue, the taxpayer consummated transactions with its foreign affiliates including the licensing of intangibles, the purchase and sale of manufactured property, and the provision of services.
The IRS utilised § 482 to adjust the reported prices of the different transactions. The IRS asserted an adjustment to the taxpayer's income without making specific adjustments to any of the subsidiaries' separate taxable incomes. The IRS also did not make specific adjustments for each separate transaction, but rather asserted an aggregated transfer pricing adjustment.
The taxpayer filed a motion for partial summary judgment asserting that the IRS adjustments were arbitrary, capricious, and unreasonable as a matter of law since the IRS did not determine "true taxable income" of each controlled taxpayer as required under Treas. Reg. § 1.482-1(f)(iv) and did not make specific adjustments with respect to each transaction.
The court denied the taxpayer's motion stating that neither § 482 nor the regulations thereunder requires the IRS to determine the true taxable income of each separate controlled taxpayer within a consolidated group contemporaneously with the making of a § 482 adjustment. The court also held that the IRS is permitted to aggregate one or more related transactions instead of making specific adjustments with respect to each type of transaction.
While the court stated that Treas. Reg. § 1.482-1(f)(1)(iv) requires the IRS to determine both consolidated taxable income and separate taxable income when making a § 482 adjustment with respect to income reported on a consolidated return, the court held that as a matter of law the IRS can assert a § 482 adjustment before it determines the separate taxable income. The court stated that the regulation does not preclude the IRS from deferring making the separate taxable income determinations for each member until the time when such a determination is actually required.
The court stated that whether the IRS's decision to delay the separate-company taxable income computations constitutes an abuse of discretion under these circumstances is still in dispute and remains to be determined on the basis of the full record as developed at trial. Thus, the court did not conclusively hold that the IRS's § 482 adjustments were not arbitrary, capricious or unreasonable as a matter of fact. It only held that the IRS's § 482 adjustments were not arbitrary, capricious, or unreasonable as a matter of law.
The taxpayer also argued that the IRS's § 482 adjustments were arbitrary, capricious and unreasonable because the Service did not make separate adjustments for each transfer of intangible property, transfer of tangible property and provision of services. The applicable regulations in determining the arm's-length consideration aggregation is permitted if it serves as the most reliable means of determining the arm's length consideration for the transactions.
In a significant victory for the taxpayer, the Tax Court in Medtronic, Inc. v. Commissioner, T.C. Memo 2016-112, held that the IRS's transfer pricing adjustments (which amounted to almost $1.4 billion for the 2005 and 2006 tax years) were arbitrary, capricious, or unreasonable. The Tax Court's decision in Medtronic follows significant taxpayer victories in other § 482 cases, including Veritas v. Commissioner, 133 T.C. 297 (2009), nonacq., and Altera Corporation v. Commissioner, 145 T.C. 91 (2015).
The primary issue in Medtronic was whether income, related to certain inter-company licenses for intangible property required to manufacture medical devices and leads, should be reallocated under § 482 from Medtronic US to its Puerto Rican subsidiary (MPROC). Interestingly, the taxpayer and the IRS had reached an agreement on the royalty rates in a previous audit cycle, which resulted in a memorandum of understanding (MOU) between the parties regarding the royalties. However, after completing its examination of Medtronic's 2005 and 2006 returns, the IRS departed from the approach in the MOU and asserted a large royalty adjustment, which prompted Medtronic to then assert a refund based on its pre-MOU pricing.
Whereas the taxpayer in Medtronic applied the comparable uncontrolled transaction (CUT) method to determine the arm's length royalty rate on the intercompany sales, the IRS asserted that the comparable profits method (CPM) was the best method to determine the arm's-length royalty rates on intercompany sales. The IRS's position was based largely on its contention that MPROC performed only assembly of finished products, with Medtronic US performing all other economically significant functions.
The Tax Court rejected the IRS's use of the CPM method, as well as the IRS's characterisation of MPROC as providing only minimal contributions and functions. The Court stated that the commensurate-with-income standard under § 482 does not replace the arm's length standard, and that the IRS's use of CPM was therefore not required under the commensurate-with-income standard.
The Court ultimately found that the royalty rates charged for inter-company sales of devices and leads were not arm's length because certain adjustments were required to account for variations in profit potential. However, the Tax Court also appeared to criticise the IRS for adopting an 'all-or-nothing' approach by advocating a result based on the CPM using a value chain methodology, while refusing to suggest adjustments to Medtronic's CUT method for the devices and leads. Ultimately, the royalty rates determined by the Court appeared to generally fall in line with the royalty rates previously agreed to in the MOU.
Significantly, the Tax Court rejected the IRS's proposed aggregation of the transactions at issue, which would have treated MPROC as an ordinary contract manufacturer. Noting that the functions at issue in the covered transactions are able to exist independently, the Court determined that aggregation was not the most reliable means of determining arm's-length consideration for the controlled transactions.
The Tax Court also rejected the IRS's alternative argument that if a § 482 adjustment was not warranted, then Medtronic should be required to recognise a deemed royalty under § 367(d) for the transfer of intangible property by Medtronic US to MPROC. The Tax Court rejected this IRS alternative argument, stating that the IRS did not identify specific intangibles that were purportedly transferred from Medtronic US to MPROC.
Treasury and the IRS issued final regulations regarding country-by-country (CbC) reporting under BEPS Action 13. Treas. Reg. § 1.6038-4 generally incorporates the CbC report template proposed in BEPS Action 13. As such, the new reporting requirement would include reporting by a multinational group on income earned, headcount, taxes paid, and certain other economic indicators along with the location of the relevant economic activity. CbC reports would be required of U.S. parented multinational groups with $850 million or more in annual revenue.
The regulations take effect in the first tax year beginning on or after the date they were finalised. Thus, for calendar year taxpayers, they are effective beginning January 1 2017. The preamble states that the Treasury and the IRS have determined that the information required under the regulations will assist in better enforcement of the federal income tax laws by providing the IRS with greater transparency regarding operations and tax positions taken by US multinational groups. In addition to this direct benefit expected from collecting US CbC reports, pursuant to income tax conventions and other conventions and bilateral agreements relating to the exchange of tax information, a US CbC report filed with the IRS may be exchanged by the US with other tax jurisdictions in which the US multinational group operates that have agreed to provide the IRS with foreign CbC reports filed in their jurisdiction by foreign multinational corporate groups that have operations in the US.
Alvarez & Marsal Taxand, LLC
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Together with our affiliate in the UK, Alvarez & Marsal Taxand continues Alvarez & Marsal's legacy of leadership, problem solving and value creation for clients across a broad range of industries. A&M Taxand's professionals help clients to address a myriad of tax matters that arise from every business decision and bring the right resources to every engagement. Our seasoned Managing Directors have demonstrated strong leadership skills by leading numerous complex client engagements, headed successful tax practices in industry, or previously served Global and National leadership positions for the world's largest accounting firms. Our broader teams of senior level, highly qualified tax advisors are responsive and proactive about resolving clients' needs.
Alvarez & Marsal Taxand is one of nine firms that founded Taxand in 2005 and operates exclusively as Taxand US. Taxand is the first global network of independent tax advisors that provides high quality integrated tax advice to multinational companies worldwide. Since its inception, Taxand has grown to more than 2,000 tax advisors across nearly 50 countries.
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The practitioners at Akin Gump Strauss Hauer & Feld help their clients with M&A transactions, tax planning, state and local tax, international tax laws and treaties, structured investments, and representation in tax examinations by the IRS and state and local appeals.
The firm also represents clients in litigation before the US Tax Court, US Court of Federal Claims, federal district courts and state and local tax authorities. Daniel Micciche is a partner in the Dallas office. He has experience in tax and business planning for acquisitions, divestitures and specialised capital structure planning. He represents clients such as corporations, partnerships and limited liability companies.
Another key contact, Timothy Tehan, has been a partner in the Dallas office since 1985. He offers services in estate planning, trusts, tax controversy, insurance, real estate, and income tax planning for individuals and closely held corporations.
Alvarez & Marsal, Taxand USA offers various services including international, federal, state and local tax, transfer pricing, tax controversy, and tax restructuring advice. Brian Cumberland is the national managing director for the firm. He leads the tax practice in Dallas and has more than 20 years of experience providing tax advice. Cumberland advises clients on qualified plans, qualification issues, discriminating testing, IRS compliance and filings, and closing agreements with the IRS.
Andrews Kurth has offices in both Dallas and Houston. The practitioners in the Dallas office offer representation in all aspects of civil law, such as corporate, securities and M&A, compliance, commercial litigation matters and federal and state law. The Houston office is the largest of Andrews Kurth's offices and helps companies navigate federal and state tax laws, and counsel on business income tax as well as regulatory and audit issues.
Will Becker and Thomas Popplewell are partners in the Dallas office, while Stephanie Nickerson and Kelly Perez are associates. Becker's practice focuses on federal income tax matters and Texas franchise tax and sales and use tax matters, with an emphasis on real estate, asset securitisation, corporate M&A and corporate spin-offs and split-offs. The Houston office has nine partners, three of counsels and six associates.
Robert Albaral and Susan Stone are the respective tax department heads of the Dallas and the Houston practices of Baker & McKenzie. Ten partners, one senior of counsel, one of counsel, 10 associates and one economist make up the tax team. The offices are sought out for complex multi-jurisdictional tax planning, post-acquisition restructuring, redomestications, transfer pricing and supply chain restructuring projects.
In addition, the offices offer a full range of state and local tax services and represent multinationals in tax controversies and litigation before state administrative bodies and courts, as well as advising companies on tax planning. The offices have also recently expanded their practices to include wealth and estate planning.
Albaral routinely represents taxpayers at various stages of state and federal income tax controversies including audit, administrative appeals and judicial proceedings. Stone advises clients on structuring inbound and outbound transactions, as well as being knowledgeable in the tax structuring of foreign oil, gas, energy and related infrastructure projects.
Stephen Long, Gwen Hulsey and Kai Kramer were promoted from associates to partners in January 2016.
Partners Jonathan Martin and William Davis from the Houston team assisted Cardtronics in a redomiciliation transaction to the UK, a deal valued $1.8 billion. The firm also represented Towers Watson in its $18 billion merger with Willis Group Holdings. The merger essentially re-domesticated the combined company to Ireland, creating a global advisory, brokering and solutions company.
The tax practice at Baker Botts is full service and experienced in areas including investments in projects, M&A, restructurings and financings. The firm offers its services to clients in industries such as oil and gas, power and renewable energy.
Paige Ben-Yaacov chairs the tax department in Houston. Her practice includes estate planning and estate administration for high net-worth individuals. Richard Husseini is the firm-wide tax department chair of Baker Botts. For more than 20 years, his practice has focused primarily on federal tax controversy/litigation, helping large companies and high net-worth individuals. Derek Green is the firm's deputy department chair of tax, focusing on federal income tax matters, including cross-border transactions, M&A, international joint ventures and securities offerings. Green also handles tax planning for companies in the US and other countries.
In a recent deal, the firm assisted Kraton Performance Polymers in its $1.37 billion acquisition of Arizona Chemical Holdings Corporation.
Bracewell advises its clients on federal, state and international income tax issues concerning structuring and documenting business transactions. Serving as managing partner in the Houston office, Greg Bopp brings extensive experience within corporate tax and M&A transactions. The practice is especially competent at advising companies in the energy sector, such as oil and gas, power transmission and distribution and renewables.
The tax professionals at Chamberlain, Hrdlicka, White, Williams & Aughtry specialise in tax controversy, including litigation, and domestic and international tax planning. With more than 100 practitioners, the firm is capable of advising companies in a wide range of industries and business structures. Clients include public companies, privately-held businesses, partnerships and joint ventures, individuals, trusts, estates and tax-exempt organisations.
George Connelly is head of the firm's tax controversy practice. His practice focuses on IRS audits, collection and criminal matters including civil and criminal tax litigation matters for companies, individuals and estates. The firm advises its clients in all phases of domestic and international tax planning and tax controversy matters.
With 1,182 partners and 9,118 associates nationwide, Deloitte is one of the largest tax service firms in the US. Tom Driscoll is the US leader for international tax and TP. His fields of speciality are international tax and financial services taxation. Deloitte is a full-service firm and advise on all types of tax issues. In international tax, professionals help companies address their US outbound and inbound tax issues. Seth Abrams leads both the Dallas and the Houston practices. The Dallas office has 28 tax professionals, while the Houston office has 59. Abrams has experience in serving private equity firms with respect to fund level structuring, diligence/structuring for acquisitions and dispositions of portfolio companies, and tax efficient financing.
EY offers services including tax planning, international and corporate tax, state and local tax, transactions, M&A, TP planning and compliance services. Jonathan Lindroos is the tax leader in the Northeast and Scott Shell leads the Southeast, while Mark Mukhtar heads the Midwest, Amy Ritchie leads the Southeast and Beth Carr is the leader for the West.
Grant Thornton offers tax, audit and advisory services to its clients from 58 offices across 29 states. The practice advises on international tax, federal, state and local tax, tax accounting and compliance. The Dallas and Houston offices have more than 20 tax professionals combined. David Meyer is the tax leader in Dallas, while Amanda Oakley leads tax services in Houston. Jeffrey Frishman is the national managing principal for tax services. Frishman's practice focuses on federal, state and local tax controversy matters and advising clients regarding such matters. David Cavin is the managing director of the firm's corporate strategic federal tax services, with more than 10 years of experience serving industries such as capital markets, construction and manufacturing.
Haynes and Boone mainly advises start-ups, large public companies, non-profit organisations, entrepreneurs and high net-worth individuals. The firm's tax professionals offers services within local, state, national and international tax, and also handle tax controversies. Richard Fijolek is a partner in the Dallas office and represents US and international individuals and companies on legal and tax issues related to their business and investment activities.
With a solid team of tax practitioners, K&L Gates provides tax services within the areas of planning, litigation and legislative services. Among its clients are high net-worth individuals, trusts, closely held businesses, and tax-exempt organisations. State tax issues such as sales, franchise and property tax, and administrative and tax controversies at the state and federal levels are among the specialities of the team.
The Dallas team includes partners such as Sam Megally, who focuses his state and local tax practice on both Texan and multi-state matters, with an emphasis on income tax, sales tax, franchise tax, and property tax. Vester Hughes is another partner in the Dallas office. He has experience within many areas of federal tax, including income, estate, gift and excise.
KPMG is a full-service firm providing services in federal taxes, indirect taxes, inbound investments, international tax, M&A and restructurings, state and local taxes, tax department performance, tax dispute resolution, trade and customs, transfer pricing and valuation.
Randy Sledge is in charge of the tax department in Dallas and has been with the company for more than 15 years. His skills include accounting, auditing, corporate tax and income tax. Michael Terracina leads the tax practice in Houston. Terracina is a tax professional with more than 30 years' experience in tax planning, tax compliance and tax accounting. He is experienced leading teams on a wide range of projects including co-sourcing, post-merger integration, accounting method reviews, FAS 109 related projects, and tax minimisation planning. His specialities are corporate tax, tax accounting, international tax, tax research, tax advisory, income tax, transfer pricing, tax law and CPA. Principal David Wheat is recognised by competing firms for having excellent skills within corporate tax.
Locke Lord Edwards was created through a merger between full-service international law firm Locke Lord and Edwards Wildman Palmer in January 2015. The firm has more than 1,000 practitioners worldwide who assist clients from various sectors with domestic and international tax issues, including tax planning and controversy services.
Mitch Tiras, who resides in Houston, and Karl Fryzel, based in Boston, are co-chairs of the firm's tax practice. Tiras's practice is focused on the organisation, structuring and capitalisation of limited liability companies, partnerships and corporations for public and private entities, from both a transactional and tax perspective, while Fryzel's practice includes all aspects of tax planning for a variety of clients.
Two partners and one other tax professional comprise Mayer Brown's Houston office. The tax and tax controversy practices are recognised in Texas by leading public and private companies in need of tax counsel for transactional tax advice as well as tax litigation/controversy expertise.
The firm's clients come, in the main, from sectors such as energy and utilities, TMT, financial services and food, FMCG and agriculture.
Partner Shawn O'Brien represents clients in all types of tax disputes with taxing authorities on international, federal and state levels. He also advises clients on various types of foreign and domestic transactions: M&As, restructurings, divestitures, leveraged buyouts, structured financings, and oil and gas transactions. Partner Ed Osterberg handles complicated transactional tax planning together with O'Brien. Osterberg's experience includes all areas of business income taxation, with emphasis on corporate and partnership taxation and international transactions.
Clients recommend the Houston practice, with one saying: "The staff is highly competent, organised, timely, and proactive." Another client, Linh Lam, said: "Shawn O'Brien and Ed Osterberg are excellent tax advisers as they are experts in their fields and have well-connected networks. I highly recommend them."
Mark Martin oversees the tax department of McDermott Will & Emery's tax practice, which is made up of seven partners and 10 other tax professionals. Martin represents multinational enterprises and other clients in international transfer pricing and tax controversy matters. He is also the head of the firm's TP practice.
The tax controversy practice represents clients on all aspects of federal tax controversy matters, including trial and appellate litigation. In March 2015, the firm welcomed three new partners to its Dallas office – Laura Gavioli, Mark Thomas and Todd Welty, who all work in the firm's tax controversy department.
The firm represented a client in litigation on the question of whether patent license fees were properly subject to New York state sales tax as part of the sale of tangible personal property. The firm's argument addressed several areas of state sales tax law, including law on bundled transactions and the step transaction doctrine, resulting in an ultimate victory at the Administrative Law Judge level for its client. The firm also advised Walmart Puerto Rico in its litigation against Puerto Rico challenging the constitutionality of the Commonwealth's alternative minimum tax.
The tax professionals at Norton Rose Fulbright have extensive experience in all facets of tax controversy, including audits, IRS appeals, summons enforcement and competent authority relief. The firm's practitioners also have experience representing individuals and companies in criminal tax defence. Robert Phillpott is the national head of tax and based in Houston, where he focuses his practice on advising clients in all areas of business taxation, with particular emphasis on the federal and state tax planning and structuring of M&As, tax-free reorganisations, spin-offs and divestitures, joint ventures, restructurings and equity and debt offerings. William Paul Bowers is based in the Dallas office and is emeritus head of tax. He focuses on federal income tax planning for complex business transactions.
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PwC offers a full service to its clients. The firm advises on international tax matters, state and local tax, tax accounting, tax credits, tax controversy and regulatory process, deductions and studies, tax reporting and strategy, TP and US inbound tax. Mark Mendola is the vice chairman and US managing partner of PwC. Having previously served as the US tax leader, Mendola is responsible for the US advisory, assurance, and tax practices.
Sidley Austin's professionals have specialist experience advising on the tax aspects of private equity and M&A transactions. They also represent clients in issues with the IRS and in litigation in various courts. Timothy Devetski is co-managing partner in the Houston office. His principal area of practice is federal tax law, with an emphasis on planning domestic and international business transactions. Devetski has worked with non-US business and tax advisers in Europe, Latin-America, the Middle East and Asia. He is also experienced in resolving matters with the IRS.
The full-service law firm Thompson & Knight's key areas of strength include domestic oil and gas tax and litigation, international transactional planning and structuring, compliance, audits, and litigation, estate planning for wealthy US families and foreign nationals and sophisticated planning techniques for non-profit organisations.
In the Dallas office, the firm's traditional focus on litigation remains strong, with more than a quarter of its practitioners engaged in trial and appellate work. Clients of the Texas offices benefit from its strength in energy, oil and gas and financial sectors. John Cohn serves as the firm's tax practice group leader. Cohn assists multinational corporations, national oil companies, small businesses and individuals in developing and implementing tax-efficient international business structures. His expertise includes tax and transactional counsel on Latin American, African, and Asian energy projects.
Vinson & Elkins' tax practice has 24 partners and 29 other professionals. The firm has hired eight new tax professional in the last few years. George Gerachis is head of the tax department and based in Houston, while Brian Robert Bloom is a partner in the Dallas office with more than 25 years of experience. Gerachis was recognised by a competing firm as a leading practitioner within tax controversy and litigation, while partner John Lynch in the Houston office was highlighted for his skills in corporate tax.
The firm's clients are engaged in many different industries including energy, technology, healthcare, private equity, financial services, real estate, medical devices, airlines, chemicals, insurance, entertainment and retail. The firm offers advice across a broad spectrum of transactions, including corporate finance, spin-offs, acquisitions and dispositions of businesses and assets, cross-border acquisitions and divestitures, partnerships and joint ventures and real estate investment trusts (REIT)s. The firm also offers tax controversy, tax litigation, transfer pricing and controversy planning services.
A client said: "Our experience with Vinson & Elkins was very favourable. The team working on our issue was extremely professional and highly skilled in the technical tax aspects of our case as well as the procedural and strategic aspects of litigating the issue".
Jared Rusman is the head of the Texas tax practice at Weil, Gotshal & Manges. The practice consists of one partner and five other professionals.
The firm recently advised Willis Group Holdings on the tax aspects of its $18 billion merger of equals with Towers Watson & Co. Rusman and David Bower worked on this case.
The firm's practice in Dallas provides services to international, national and regional clients across the full spectrum of corporate and partnership tax issues. The firm has 20 offices, enabling it to work seamlessly across the nation.
|Tier 1 - US: Dallas/Houston|
|Baker & McKenzie|
|Vinson & Elkins|
|Tier 2 - US: Dallas/Houston|
|McDermott Will & Emery|
|Norton Rose Fulbright|
|Thompson & Knight|
|Tier 3 - US: Dallas/Houston|
|Alvarez & Marsal, Taxand USA|
|Chamberlain, Hrdlicka, White, Williams & Aughtry|
|Haynes and Boone|
|Locke Lord Edwards|
|Weil, Gotshal & Manges|
|Tier 4 - US: Dallas/Houston|
|Akin Gump Strauss Hauer & Feld|