Jim Fuller, Adam Halpern
During the last four months of the Obama administration, the Treasury Department and IRS promulgated several major regulations affecting international transactions and operations, write Adam Halpern and James Fuller of Fenwick & West. To a great extent, these regulations reflect the administration’s legislative proposals – proposals that Congress would not enact during Barack Obama’s eight-year tenure.
Under the Trump administration, the Treasury Department has undertaken a review of all tax regulations issued since January 1 2016. Two of the Obama administration regulations have since been delayed in their implementation, as further described below. More significant changes likely will be forthcoming, including, possibly, outright withdrawal of some of these rules.
This has given rise to a period of some uncertainty. These regulations contain important, and highly controversial, new rules.
Treasury and the IRS finalised, without any substantive changes, the § 367(a) and (d) regulations proposed in September 2015. The final regulations eliminate the favourable treatment for foreign goodwill and going concern value that had been in effect under the prior regulations for over 30 years. Intangible property, including foreign goodwill and going concern value, no longer qualifies for the active trade or business exception to § 367(a). The specific § 367(d) exception for foreign goodwill and going concern value has been eliminated. The final regulations apply retroactively to outbound transfers occurring on or after September 14 2015, the date the proposed rules were issued.
In adopting these new rules, Treasury and the IRS ignored the very clear legislative history, the relevant statutory language, numerous written comments, and testimony at the hearings. In the preamble to the final regulations, Treasury and the IRS discussed and rejected virtually every taxpayer comment or suggestion regarding the proposed regulations.
Temporary regulations issued under § 721(c) address certain outbound transfers to partnerships. The regulations implement the rules announced in Notice 2015-54, with certain changes. They are intended to ensure that, when a US person contributes certain property to a partnership with related foreign partners, the income or gain attributable to the appreciation in the property at the time of the contribution will be taken into account by the US transferor, either immediately or over time.
Treasury and the IRS also finalised the § 385 regulations and included certain of the § 385 rules in temporary regulations. The final regulations "reserve" on their application to foreign debt issuers (i.e., their application to outbound taxpayers). Thus, they do not apply when a US parent company makes a loan to its foreign subsidiary (controlled foreign company; CFC), or when one CFC makes a loan to another CFC. It was this area of the proposed rules that caused the most problems from an international tax perspective. We (Adam) testified on this very point at the IRS hearings. Foreign tax credits could have been lost and other serious collateral damage would have resulted.
The rules thus apply primarily to US subsidiaries in foreign-parented multinational groups (i.e. inbound taxpayers). Under the final regulations, the documentation requirements of Treas. Reg. § 1.385-2 were slated to have a delayed effective date, applying to debt instruments issued (or treated as issued) on or after Januaruy 1 2018. Recently issued Notice 2017-36 further delayed the effective date to January 1 2019.
The final regulations largely retain the so-called 'blacklisted transactions' rules of Treas. Reg. § 1.385-3, including the per se funding rule causing a debt issued within 3 years of a distribution, stock acquisition, or certain reorganisations to be treated automatically as equity. The retroactive effective date of April 5 2016 is also retained. A number of changes were made to the blacklist rules in response to comments. These changes offer some relief but also add substantial complexity to the rules.
Treasury and the IRS finalised the § 956 regulations relating to partnerships, Treas. Reg. § 1.956-4. Under one rule, a CFC partner is treated for § 956 purposes as holding its attributable share of partnership property, determined in accordance with the partner's liquidation-value percentage with respect to the partnership. Thus, for example, if the partnership makes a loan to a related US person, a CFC partner is treated as holding a percentage of the loan, resulting in a § 956 investment.
Another rule generally treats an obligation of a foreign partnership as an obligation of its partners for the purposes of § 956. This is perhaps the most important part of the new § 956 partnership regulations. If a CFC lends to a foreign partnership in which the CFC's US parent company is a partner, the CFC will be treated as holding an obligation of a US person, again resulting in a § 956 investment. If the partnership distributes the borrowed funds to the US parent company, the amount of the § 956 investment can be increased.
Treasury and the IRS finalised the 2006 proposed § 987 regulations, generally adopting the proposed regulations' substantive approach, with changes at the margins. The final rules are exceedingly complex and are likely to be challenged as they clearly contradict the statutory mandate in certain respects.
Treas. Reg. § 1.987-3 generally requires a branch to compute its taxable income by translating each item of income, gain, loss, and deduction from its currency to the owner's currency. Certain items are translated at current exchange rates, others at historic rates. This scheme runs directly counter to the statute, which provides for calculation of branch income in the branch's currency, and a simple translation into the owner's currency at a single rate.
Treas. Reg. §§ 1.987-4 and 1.987-5 apply when a branch makes a remittance back to the home office. These regulations apply the foreign exchange exposure pool (FEEP method) to determine § 987 gain or loss in such a case, taking into account currency fluctuations in financial assets (but not hard assets or stock in subsidiaries) since income was earned by, or assets were contributed to, the branch. When a branch experiences a "termination," it is deemed to have made a remittance of all of its assets and liabilities to the home office, resulting in full recognition of the currency gain or loss inherent in the FEEP.
The final regulations become effective in 2018. There are important transition rules for companies that need to switch to the final rules from their current method of applying § 987.
Treasury and the IRS finalised the 2015 temporary and proposed § 871(m) regulations addressing certain dividend equivalent transactions, for example, a notional principal contract linked to dividends and share price of a particular US corporate stock. Consistent with Notice 2016-76, the final regulations were to apply to contracts with a delta of one (i.e., 100% of the contract value is determined by reference to the underlying securities) beginning in 2017 and to other applicable contracts beginning in 2018.
In Notice 2017-42, Treasury and the IRS delayed the implementation date for non-delta-one contracts to January 1 2019. The lenient enforcement standards of Notice 2016-76 for taxpayers making a good faith effort to comply were also extended. They will apply in 2017 and 2018 for delta-one contracts, and in 2019 for non-delta-one contracts.
Expectations for fundamental US tax reform were high after the 2016 presidential election. It was anticipated that a Republican president and a Republican-controlled Congress could work together to enact meaningful reforms to the outdated US international tax system.
As of early September 2017, prospects for fundamental reform have dwindled. House Republican leaders spent the first half of the year promoting their "Blueprint" which included a border adjustability tax (BAT) – similar to a VAT on imported goods, services and intangibles. Importers organised strong opposition to the BAT, and House leaders finally relented, but only after substantial time was lost.
Recent tax proposals from the Trump Administration and congressional leaders seem to be focused on a temporary reduction in corporate and individual rates. An optional repatriation holiday has also been mentioned, along the lines of § 965 from the 2004 Tax Act.
In a development that surprised most taxpayers and tax advisers, the IRS appealed the Tax Court's decision in Medtronic v. Commissioner, T.C. Memo No. 2016-112 (2016), a major transfer pricing case in which Medtronic won a resounding victory.
The IRS contends that the Tax Court erred as a matter of law in adopting Medtronic's transfer pricing method. The Service also contends that the case should be remanded so that certain adjustments may be made to the transfer price adopted by the Tax Court.
The Service asserts that the Tax Court's transfer pricing analysis was wrong as a matter of law because it used a royalty rate as a comparable price for Medtronic's inter-company licenses without first applying the requirements for evaluating whether the relevant agreement qualified as a comparable uncontrolled transaction (CUT).
The government seems to have an uphill battle in pursuing this appeal. It likely will have to establish that the Tax Court made a "clear error" regarding its findings of fact despite its "errors of law" assertions. This is a hard standard to satisfy. The IRS brief articulates the IRS's disagreement with the Tax Court's opinion, but it doesn't seem to establish clear error.
The IRS keeps fighting in the courts regarding transfer pricing issues, but doesn't seem to listen to the pretty clear opinions of these courts.
The Tax Court ruled in favour of Eaton Corp., agreeing with the company that the IRS abused its discretion by cancelling two advance pricing agreements that Eaton and the IRS had entered into to establish a transfer pricing method for covered transactions between Eaton and its subsidiaries. Eaton Corp. v. Commissioner, T.C. Memo. 2017-147. Eaton appears to be the only taxpayer whose advance pricing agreements (APAs) were cancelled retroactively. The IRS then issued a deficiency notice to Eaton based on an alternative transfer pricing methodology.
The IRS argued that it cancelled the APAs for two reasons: (1) misrepresentations, mistakes as to a material fact, and failures to state a material fact during the APA negotiations; and (2) implementation and compliance. The Tax Court disagreed with this IRS argument, and held that only a mistake as to a material fact or a failure to state a material fact is a ground for cancellation, based on Rev. Proc. 96-53, § 11.06(1), and Rev. Proc. 2004- 40, § 10.06(1). Under Rev. Proc. 96-53, 1996-2 C.B. 375, in order to cancel an APA, the material fact must be one that, if known to the IRS, could reasonably result in a significantly different APA (or no APA at all).
The Tax Court held that the cancellation of an APA is a rare occurrence and should be done only when there are valid reasons that are consistent with the revenue procedures. A misrepresentation has to be false or misleading, usually with the intent to deceive, and must relate to the terms of the APA. The Tax Court stated that a different viewpoint is not the same as a misrepresentation and is not grounds for terminating an APA. The Court said an APA is a binding agreement and should only be cancelled according to the terms of the revenue procedures and should not be cancelled because of a desire to change the underlying methodology of a transfer pricing method.
The Tax Court held that based on all the evidence presented, no additional material facts, mistakes of material facts, or misrepresentations existed that would have resulted in a significantly different APA or no APA at all. The IRS had enough material to decide not to agree to the APAs or to reject Eaton's proposed transfer pricing method and suggest another APA at the time the APAs were negotiated.
While the issue was framed differently, the Eaton case bears conceptual similarities to Medtronic (above) and Eli Lilly v. Commissioner, 856 F.3rd 855 (7th Cir. 1988), in that each of these three cases involved § 482, a prior transfer pricing agreement between the taxpayer and the IRS, and the IRS's subsequent decision not to follow the agreement and to assert large tax deficiencies. All three cases were lost by the IRS. In all three, the courts' transfer pricing results were effectively those to which the IRS and the taxpayer had previously agreed, with some minor changes.
The Tax Court decision in Amazon.com Inc. v. Commissioner, 148 T.C. No. 8 (2017), was yet another transfer pricing taxpayer victory. The court rejected the IRS's attempt to relitigate the same cost-sharing transfer pricing issues the IRS lost on in Veritas Software Corp. v. Commissioner, 133 T.C. 297 (2009).
The Tax Court stated that one does not need a Ph.D. in economics to appreciate the essential similarity between the discounted cash flow (DCF) methodology used by the IRS's expert in Veritas, and the DCF methodology used by the IRS's expert in Amazon. Both assumed that the pre-existing intangibles transferred had a perpetual useful life; both determined the buy-in payment by valuing into perpetuity the cash flows supposedly attributable to these pre-existing intangibles; and both in effect treated the transfer of pre-existing intangibles as economically equivalent to the sale of an entire business.
The Tax Court rejected the Service's aggregation argument in Veritas and it rejected it in Amazon as well. The Tax Court stated the type of aggregation proposed does not yield a reasonable means, much less the most reliable means, of determining an arm's-length buy-in payment for at least two reasons. It improperly aggregates pre-existing intangibles (which are subject to the buy-in payment) and subsequently developed intangibles (which are not). It improperly aggregates compensable intangibles (such as software programs and trademarks) and residual business assets (such as workforce in place and growth options) that do not constitute pre-existing intangible property under the cost sharing regulations in effect during 2005-2006.
The Service urged the Tax Court to overrule Veritas if it could not be distinguished on the facts. The Tax Court stated: "We decline his invitation to overrule that Opinion".
Analog Devices won an important § 482 transfer pricing case involving Rev. Proc. 99-32, 1999-2 C.B. 296, which authorises procedures to repatriate cash following, and equal to the amount of, a transfer pricing adjustment. The IRS argued unsuccessfully that the deemed accounts receivable under the revenue procedure constituted real and retroactive accounts receivable and payable that could create serious negative tax consequences under other tax provisions, § 965 in the case of Analog Devices.
A previous case, BMC Software v. Commissioner, 141 T.C. 224 (2013) (BMC), was decided against the taxpayer on this issue, but reversed on appeal by the Fifth Circuit, 780 F.3d 669 (2015). An appeal in Analog Devices would lie to the First Circuit, so BMC's appellate victory was not controlling.
In a 'reviewed by the Court' decision in Analog Devices, the Tax Court agreed to follow the Fifth Circuit, thus overruling its BMC decision. Accordingly, the Rev. Proc. 99-32 deemed accounts receivable is just that, artificial and only a procedural mechanism to repatriate the relevant cash.
Grecian Magnesite Mining v. Commissioner, 149 T.C. No. 3 (2017), addressed Grecian Magnesite Mining (GMM), a Greek corporation that had an interest in Premier Chemicals (Partnership), a US limited liability company treated as a partnership for tax purposes. GMM's partnership interest was later redeemed. Part of the gain was subject to tax under FIRPTA (real estate gain) rules, and taxed accordingly. The issue was how the rest of the gain from the redemption of GMM's partnership interest should be taxed.
Under Rev. Rul. 91-32 the gain recognised by GMM would be treated as effectively connected with a US trade or business to the extent the partnership was so engaged. The Tax Court rejected the revenue ruling as not a proper interpretation of the IRS's own regulations, and stated that it lacked the power to persuade the Court. Further, the Court stated that the revenue ruling's treatment of the relevant partnership statutory provisions was cursory in the extreme, and did not even cite § 731, the tax code rule governing "gain or loss from the sale or exchange of a partnership interest".
This holding was not unexpected. Many practitioners had long viewed the revenue ruling as suspect and of questionable validity. It simply ignored the Code's statutory language.
The Court found that the balance of the gain was treated as gain from the sale or exchange of a capital asset based on the plain language of the statute. The Court stated that Congress intended § 741, if applicable, to provide capital gain or loss treatment on the sale or exchange of a partnership interest by a partner. Indeed, stated the Court, congressional use of the phrase "shall be considered as" in § 741 is unambiguous and mandatory on its face.
The IRS argued that the redemption should be subject to US tax anyway. The disputed gain was foreign source income. The Service argued that the gain was taxable under § 865(e)(2)(A) which provides that: "If a nonresident maintains an office or other fixed place of business in the United States, income from any sale of personal property (including inventory property) attributable to such office or fixed place of business shall be sourced in the United States".
The Service argued that the disputed gain was taxable under this exception if the gain was attributed to the Partnership's US office.
The Service's argument had two strands: first, that the Partnership's office was material to the deemed sale of GMM's portion of the Partnership assets; and second, that the Partnership's office was material to the increased value of that interest that GMM realised in the redemption. The Court stated that the material factor test was not satisfied because the Partnership's actions to increase its overall value were not "an essential economic element in the realisation of the income". Increasing the value of the Partnership's business as a going concern, without a subsequent sale, would not have resulted in the realisation of gain by GMM.
Even if the Court were to decide that the Partnership's office was a material factor in the production of the disputed gain (which it did not), the Court stated that it would also need to find that the disputed gain was realised in the ordinary course of the Partnership's business conducted through its office in order for the gain to be attributable to that office, and thereby to be US source income.
The redemption of GMM's interest in the Partnership was a one-time, extraordinary event and therefore was not undertaken in the ordinary course of the Partnership's business. The Court stated that the IRS conflates the ongoing income-producing activities of the Partnership (magnesite production and sale), which certainly occurred in the ordinary course, and the redemption of GMM's partnership interest, which was an extraordinary event. The Court stated that the Service would effectively eliminate the "ordinary course" test and would allow the "material factor" test to stand for both tests.
Much anticipation surrounds the Trump administration's promise to push through tax reforms. Throughout the presidential campaign, Donald Trump pledged to slash corporate income rate, repatriate foreign earnings and increase the standards of deductions. The Republican Party is well-positioned in the grand scheme of legislative change with a majority in both House and Senate.
Douglas Stransky, head of tax at Sullivan & Worcester, said that passing through comprehensive tax reform will likely prove challenging. "If we do not see a bill in the next few weeks, it is very unlikely that we would see tax reform legislation this year because of political pressure and an unforgiving legislative timetable," said Stransky.
Despite the uncertainty that surrounds reform, some practitioners have affirmed that the US tax system will likely be transposed to a territorial tax regime. "Such a system would put the US on parity with most of the rest of the world with regard to how profits earned overseas are taxed," said Stransky.
However, Rocco Femia, tax member at Miller & Chevalier Chartered, stated: "A territorial system could exacerbate the pressure on US transfer pricing rules, as profits shifted outside of the US would escape US tax. This effect could be mitigated by anti-base erosion rules, although the design of such rules should preserve the competitive benefits of territoriality."
While talk of tax reform on a grand scale have dominated the headlines, tax inversion-curbing legislation introduced by the previous administration is also at risk of being reversed.
On July 28 2017, the IRS issued Notice 2017-38, which placed earnings stripping regulation under renewed review and delayed it from coming into effect by 12 months, until January 2019.
The initial rules, legislated by former president Barack Obama, reclassified certain loans as equity under Section 385 of the US tax code and aimed at closing international tax loopholes by asking companies to submit information on related party debt to the tax authority.
Stransky argued that the regulations in this area are complex and impose significant documentation and analysis requirements on US corporations for ordinary inter-company transactions.
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Fenwick & West
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Fenwick & West LLP has represented over 100 of the Fortune 500 largest corporations in tax planning, transfer pricing, acquisitions, joint ventures and tax dispute resolution, including litigation. Well over 50 are Fortune 100 companies.
Our primary focus is in the international tax area. International Tax Review named us in 2017 as having one of the world's leading tax planning and tax transactional practices.
Dispute resolution also is an important part of our tax practice. We have favorably resolved disputes in over 150 IRS appeals proceedings. We also have been counsel to corporate taxpayers in over 70 federal tax court cases. Many of these cases and appeals proceedings involve or have involved transfer pricing.
Eight Fenwick tax partners appear in International Tax Review's Tax Controversy Leaders (2017), and five have appeared in Euromoney's World's Leading Transfer Pricing Advisors.
Euromoney Legal Media Group named Jim Fuller, one of our tax partners, as one of the top 25 tax lawyers in the world. Ten Fenwick partners, including our tax practice group leader, Adam Halpern, have appeared in Euromoney's World's Leading Tax Advisors. Three appear in Euromoney's Top 30 US Tax Advisors (2017).
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Corporate Tax, Mergers & Acquisitions, Transfer Pricing, International Tax & Permanent Establishments, Indirect Tax, Customs, Private Clients, Global Mobility, Tax Controversy, Tax Technology
|Federal corporate income tax rate||35%|
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Alvarez & Marsal, Taxand USA has strong expertise in energy tax, indirect tax, international tax, M&A tax, compensation tax, tax dispute resolution and transfer pricing. The firm serves clients from a broad range of industries such as technology, healthcare, financial services, energy and media.
Jill-Marie Harding and Patrick Hoehne are the managing directors of the firm's tax group. Harding's practice primarily focuses on transaction tax planning for US multinational corporations, private equity firms and inbound enterprises. Hoehne specialises in transactional and general corporate tax matters. Kim Barr is the senior director at Alvarez & Marsal, Taxand USA. Barr is highly experienced in M&A, restructuring projects, ASC 740 and tax compliance.
Armanino offers services in international tax structuring, R&D incentives as well as compliance. The firm's tax professionals advise clients on outsourcing, international tax, federal, state and local taxes, individual tax planning and IP tax consulting.
Brad Cless is the partner in charge of the tax group. His practice areas include tax planning and consulting, and he has experience in consumer business, retail, healthcare, manufacturing, real estate, construction and estate planning taxation.
Baker McKenzie has a multi-disciplinary tax team comprising lawyers, economists and analysts. Erik Christenson is a partner in the firm's San Francisco office. Christenson provides advice to multinational corporations on a broad range of tax matters. He also advises on all aspects of taxation relating to cross-border transactions.
The firm offers services in international tax, tax planning and controversy defence. The practice also has teams involved in planning, controversy and transfer pricing.
Clients include many Fortune 500 companies, such as Applied Materials, CommScope, Microsoft Corporation and Western Digital.
Cooley advises companies in corporate tax and litigation matters. The firm handles federal, state, local and international tax matters for clients in industries such as technology, life sciences, energy and telecommunications. Its practitioners also handle cases at the US Tax Court, US Court of Federal Claims and in other federal and state jurisdictions.
Paul Roberts and Mike Faber are partners in the firm's San Francisco office. Roberts has over 20 years of tax experience in structuring complex transaction for investors and investment groups. Faber has strong expertise in federal and state taxation, including tax planning and tax controversies.
Deloitte has more than 11,000 professionals and offers services in business tax, international tax, transfer pricing, indirect tax, multistate tax, tax management consulting, global employer services, M&A, R&D and government incentives, and private wealth.
Beyond the broad range of client services, Deloitte's tax team offers a number of resources to help clients stay on top of tax issues, including: Dbriefs, tax newsletters and Deloitte's Tax@Hand app.
DLA Piper's San Francisco's practice is one of the largest and it is among the fastest growing international tax and transactional tax practices in the region. The firm helps multinational companies handle complex cross-border tax issues and favourably resolve tax controversies. Its services include large-scale M&A and post-merger integration, cost sharing and IP migration, APAs, sophisticated transfer pricing analysis and documentation and complex IRS controversies.
Sang Kim and David Colker are chairs. The firm comprises 10 partners and 18 other fee earners including one economist.
This year the firm assisted Juniper Networks with its global transfer pricing documentation involving over 70 jurisdictions and its country-by-country reporting strategy among other things. It also assisted a marketing automation software company with the filing and negotiations of various voluntary disclosure agreements for past taxes due.
Beth Carr leads EY's tax services in the western region of the US. The team offers services in tax planning, international and corporate tax, state and local tax, transactions, M&A, transfer pricing planning and compliance.
Fenwick & West's tax team consists of nine partners and 10 other fee earners. Adam Halpern is the tax practice group leader.
The firm handles large, complex international joint venture transactions, often as special tax counsel. It has worked on joint ventures that have involved General Motors, Chrysler (Italy and Japan), General Electric (Chile), DirecTV (satellite to home TV) and Fox Entertainment. It also assisted Amazon in securing the largest online retail platform in the Middle East by acquiring the Emirati company Souq.com.
The firm has represented six of the Fortune Top 10 companies and 50 of the Fortune 100 largest US companies in US federal tax matters.
Other key members in the team include partner Jim Fuller, whose practice focuses on international tax planning, federal tax dispute resolution, and domestic and international transactions for US and foreign-based multinational companies
Melissa Hardaway is the partner in charge of KPMG's Bay area tax practice, while Kara Boatman leads the transfer pricing practice.
The firm offers a range of tax services to local and foreign companies, such as global mobility services, federal state and local taxes, indirect taxes, international taxes, inbound investments, M&A, restructurings, transfer pricing and tax dispute resolution.
Mayer Brown offers services in every aspect of corporate, partnership and individual taxation, including taxation of domestic and cross-border issues at the national, state and local tax level. The firm also frequently engages in transactional planning. Its sub practices include transactions, consulting and planning, audits, administrative appeals and litigation, transfer pricing and government relations. The transactional and consulting tax practices include partners located in four US offices, Belgium, France, Germany, Singapore the UK and Brazil through its association with Tauil & Chequer Avogados.
Mayer Brown often represents San Francisco and Silicon Valley companies, including Agilent Technologies, Bare Escentuals, GoPro, Machine Zone, McKesson, Netflix and Ross Stores.
McDermott Will & Emery has a broad tax practice that offers services in corporate tax planning, tax structuring of outbound and inbound international transactions, state and local tax, and tax controversy and litigation. Paul Dau focuses on complex international transactions involving intangibles and all phases of federal tax controversy resolution.
The firm has a highly experienced team of lawyers that practice in the area of structured investments and derivatives.
Morgan, Lewis & Bockius consists of 40 partners, seven of whom are located in San Francisco and Silicon Valley.
Its tax practice has represented some of the largest corporate taxpayers and private equity funds in California and the US at large to provide guidance on tax issues. The firm regularly address Californian and multistate tax issues at both planning and controversy stages. This year, partner Bill Colgin advised a US-based financial institution on the tax implications of transactions related to mortgage refinance. Bassett and partner Rod Donnelly provided tax structuring advice to a market-leading web-based entertainment company.
Other key members of team include John Ryan, Beth Williams, and Sanford Stark.
The professionals at Morrison & Foerster have strong expertise in federal, state and local taxes. They also counsel clients on compensation and benefits matters, domestic and international M&A, capital markets and partnerships, structuring and restructuring.
Bernie Pistillo is a partner in the firm's federal tax group in San Francisco. Pistillo advises clients on US federal income tax issues, including M&A, corporate restructurings, spin-offs, and matters relating to the development and exploitation of technology and IP.
The practitioners at Orrick, Herrington & Sutcliffe handle many aspects of US federal, state and international tax planning and litigation. The firm's other practice areas include corporate tax, impact finance, international tax, non-profit organisations, private wealth, public finance tax, and tax litigation.
The firm's tax team comprises 13 professionals, including Charles Cardall, who is the chair of the tax department. His practice primarily focuses on municipal finance tax and non-profit corporation tax.
Pillsbury Winthrop Shaw Pittman is a full service global law firm. The firm's tax practice provides services in a wide range of domestic, international, state and local tax matters. Its lawyers advise companies on complex transactions and represents a blue chip list of clients.
The team offers services in domestic and cross-border M&A, finance, securities and securitisation transactions as well as advise on restructurings, private investment funds and real estate investments.
Brian Wainwright is a partner in the firm's tax practice and is a resident in the Silicon Valley office. He has more than 35 years of experience in domestic and international tax planning and financial transactions.
PwC advises on international tax matters, state and local tax, tax accounting, tax controversy and regulatory process, tax credits, deductions and studies, tax reporting and strategy, transfer pricing and US inbound tax.
Sean Shimamoto oversees the West Coast tax group Skadden, Arps, Slate, Meagher & Flom. The team consists of three partners and seven other tax professionals, including Martin de Jong who joined the firm in September 2016.
The firm has successfully represented clients in all phases of tax disputes including mutual agreement procedures and advance pricing agreement proceedings. This year it represented Intel Corporation in its $15.3 billion acquisition of Mobileye NV, the largest ever inbound M&A deal into Israel and the largest ever transaction involving an Israeli technology company. It also advised Hewlett Packard Enterprise in its pending spin-off and merger of its software business with Micro Focus International plc.
In addition, tax lawyer Chris Murphy represented Amazon.com, Inc. in a landmark victory against the IRS in one of the largest transfer pricing cases in decades, and the first involving e-commerce.
Wilson Sonsini Goodrich & Rosati's tax practice handles federal, state, and international tax matters for technology, life sciences, and growth enterprises. It also assists clients in M&A, domestic and international transactions, management and leveraged buyouts, corporate restructurings, spinoffs, recapitalisations and joint ventures.
Ivan Humphreys is a tax partner at the firm. He represents clients in transactional matters, including domestic and cross-border M&A, dispositions, spin-offs, restructurings, financings, and the formation of partnerships and limited liability companies. Gregory Broome is a partner in the San Francisco office, his practice focuses on partnership and corporate taxation matters, including M&A, initial public offerings, renewable energy, project development and finance.
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|Fenwick & West|
|Tier 2 - US: San Francisco/Silicon Valley|
|Morgan, Lewis & Bockius|
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|Wilson Sonsini Goodrich & Rosati|
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|McDermott Will & Emery|
|Morrison & Foerster|
|Orrick, Herrington & Sutcliffe|
|Tier 4 - US: San Francisco/Silicon Valley|
|Alvarez & Marsal, Taxand USA|
|Pillsbury Winthrop Shaw Pittman|