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.
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The tax advisers at Alvarez & Marsal, Taxand USA have expertise in energy tax, indirect tax, international tax, M&A tax, compensation tax, tax dispute resolution and transfer pricing. The firm serves clients in a number of sectors that include high technology, health care, financial services, energy, media and entertainment and manufacturing. Jill-Marie Harding leads the firm's Western region tax practice. She advises US multinational companies and inbound enterprises in transaction tax matters. Senior director Kim Barr specialises in uncertain tax positions advice, tax compliance, IRS audits, high technology companies and tax-exempt entities. Patrick Hoehne, managing director, concentrates on transactional and general corporate tax matters.
The tax practitioners at Armanino are experts in international tax structuring and research and development (R&D) incentives, and provide compliance advice. They advise clients on outsourcing, international tax, federal, state and local taxes, individual tax planning and IP tax consulting. Its affiliation with Moore Stephens gives clients access to tax professionals in more than 600 offices in 100 countries. Brad Cless is the firm's partner in charge of tax. 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.
The tax department at Baker & McKenzie in San Francisco is made up of 16 partners, one of counsel, 20 associates, six economists, four analysts and one litigation support specialist. The team offers services in the areas of sophisticated international tax advice, tax planning, and controversy defence for companies in the high tech and pharmaceutical industries. The practice includes teams involved in planning, controversy and transfer pricing, including economics support. The tax controversy practice includes providing exposure assessments for FIN 48 or other purposes, managing IRS audits, representation before the IRS appeals office, APA representation, alternative dispute resolution representation, advice and assistance on non-US audit matters and litigation. Clients of the firm include many Fortune 500 companies, such as Applied Materials, CommScope, Microsoft Corporation and Western Digital.
Scott Frewing chairs the department. His primary areas of practice include large TP controversies, subpart F disputes, worthless stock deductions, tax penalties and tax fraud allegations and securities fraud (insider trading) allegations.
In February 2016, the firm represented Nasdaq in the acquisition of all of the shares of Chi-X Canada, an alternative stock trading platform. This acquisition expanded Nasdaq's North American equities trading business beyond the US. Lead partners in this matter were Dominika Korytek and Peter Clark.
"We had a positive experience with them, and we mainly deal with Stewart Lipeles. We have used other firms, but none of them have been as good as Baker & McKenzie," said a client.
Cooley's tax professionals advise and represent companies in corporate tax and litigation matters. The firm's corporate tax practice handles federal, state, local and international tax matters and advises clients in the technology, life sciences, energy, telecommunications and real estate sectors. The firm's tax litigation professionals have handled cases at the US Tax Court, US court of federal claims and in other federal and state jurisdictions, as well as tax appeals. The team has also represented taxpayers in IRS and state examinations and administrative appeals. Mark Windfeld-Hansen is a co-chair of the tax practice group. He is based in Palo Alto and advises on tax issues with respect to business transactions and executive compensation. He has been the lead tax practitioner on many high-profile transactions for clients such as Yahoo!, Seagate, Oracle, Collagen, Aspect Communications and RITA Medical Systems. Susan Cooper Philpot focuses her practice on corporate counselling and corporate income tax planning.
Full-service firm Deloitte advises on all types of tax issues. It has 1,182 partners and 9,118 associates nationwide, led by Tom Driscoll. His fields of speciality are international tax and financial services taxation. In international tax, professionals help companies address their US outbound and inbound tax issues. Jimmy Man heads the tax practice in San Francisco, which consists of 30 tax professionals. His specialties are providing consultation on cross-border transactions, development and implementation of IP migration as well as financing and investment structures, subpart F and foreign tax credit planning, tax treaty analysis and due diligence review.
The tax department at DLA Piper's San Francisco office is headed by David Colker and Sang Kim. 11 partners and 15 other tax professionals make up the practice, working with indirect tax, corporate tax, tax disputes and tax compliance and accounting. The firm's work is both inbound and outbound, including M&A and post-merger integration, cost sharing and IP migration, APAs, sophisticated transfer pricing analysis and documentation and IRS controversies. Clients come from industries such as TMT, computers, digital, software and online, healthcare, financial services and manufacturing.
"I had a very good experience working with Colker. He is very responsive, serves his clients well and is a great resource," said one client. Another client said: "DLA Piper is very responsive and professional. They work well with our outside auditors and are proactive in keeping us informed on transfer pricing issues that will impact us and providing solutions for problems/issues created by new regulations."
In April 2016, the firm represented a foreign-based multinational company in connection with a multi-year audit of the company's permanent establishment in the US. The firm had previously assisted the company's US subsidiary in negotiating and finalising an APA with the US government. The firm also advised a multinational dairy product production and sales company in connection with an IRS audit covering eight taxable years, involving several complex tax issues like subpart F income, section 956 inclusion, foreign tax credit and net operating loss carryover and more. When the IRS audit examination started, the potential tax assessment was approximately $20 million plus potential interest and penalties. The audit had a favourable outcome for the client.
Beth Carr leads EY's tax services in the Western region of the US. The team offers services like tax planning, international and corporate tax, state and local tax, transactions, M&A, transfer pricing 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 and Amy Ritchie leads the Southeast.
Jim Fuller leads the tax practice at Fenwick & West, which consists of 11 partners and 11 other practitioners. The practice employed three new employees over the past year, in the form of David de Ruig, Mike Knobler and Sophia Huang. The firm has represented six of the Fortune Top 10 companies, well over 50 of the Fortune 100 largest US companies, and over 100 of the Fortune 500 largest US companies in US federal tax matters. The firm's corporate clients are based in many areas of the US, and a number of foreign countries. The firm has a large corporate tax controversy practice and is also regularly engaged to handle large, complex international joint venture transactions, often as special tax counsel, as well as doing a lot of M&A work.
In January 2016, the firm assisted Symantec in selling Veritas, a provider of backup and recovery software, to The Carlyle Group and GIC, Singapore's sovereign wealth fund. Fenwick & West assisted on the M&A work for its client.
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KPMG 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. Melissa Hardaway is the lead partner in the San Francisco Bay area tax practice, while Kara Boatman leads the transfer pricing practice. Hardaway is a corporate tax consultant with focus in accounting for income taxes, tax planning and compliance, and manging service teams. She is specialised in advising companies in the semiconductor, electronics and software industries. Boatman directs compliance, planning and strategy engagements. Her clients are mainly in the technology and life sciences sectors.
The team at Mayer Brown consists of three partners and one other tax professional. The transactional and tax planning practice covers every aspect of corporate, partnership and individual taxation, including taxation of domestic and cross-border issues at the national, state and local tax level, and certain specialty areas through its association with Tauil & Chequer Advogados in Brazil. The transactional and consulting tax practices include partners located in four US offices, Belgium, France, Germany, Singapore and the UK.
The practice covers nearly every type of business transaction and restructuring. The tax controversy and transfer pricing practice represents clients in a variety of situations, such as counselling corporations during tax audits, pursuing administrative appeals of audit results, litigating tax matters at the trial court or appellate court level, or providing clients with advice and representation involving international tax matters such as transfer pricing. The firm is frequently engaged in transactional planning. Mayer Brown's most active industries are tech, biotech, consumer goods and energy. Co-leaders of Mayer Brown's tax department are Jim Barry, Jason Bazar, Brian Kittle, Tom Kittle-Kamp and Joel Williamson.
McDermott Will & Emery's tax practice in Silicon Valley has a full range of services, including corporate tax planning, tax structuring of outbound and inbound international transactions, state and local tax, and tax controversy and litigation. eBay, Cisco Systems, IBM, and Dolby Laboratories are all clients of the firm. The professionals have strong knowledge of the intersection of tax and intellectual property (IP) law, as well as TP structures that enable companies to develop intangible property for R&D purposes.
The tax practice in Silicon Valley is led by Paul Dau, who focuses on complex international transactions involving intangibles and all phases of the federal tax controversy resolution. Roy Crawford is also based in Silicon Valley and practises corporate franchise and income taxation, personal income taxation, and sales and use taxation.
Full service firm Morgan, Lewis & Bockius has offices in San Francisco and Silicon Valley. Its practitioners advise on IP litigation, strategic IP counselling, technology transfer and licensing, M&A, strategic tax counselling and tax disputes and transfer pricing. Bart Bassett, a resident in the Silicon Valley office, is the US leader for the tax department. The office has seven partners and 35 other professionals.
The firm regularly advises clients on international tax issues, including all aspects of transfer pricing and characterisation of transactions and sourcing of income, Subpart F, withholding and other issues, foreign tax credits, and treaty application. It also advises on federal tax controversy matters, including IRS appeals and litigations in US Tax Court, federal district courts, courts of appeals, and state court, as well as cross-border restructurings, manufacturing supply chain planning, Section 199 Domestic Production Activities Deduction, M&A, reorganisations, spin-offs, joint ventures and strategic relationships. The tax professionals can also advise on California and multistate tax issues at both the planning and controversy stages.
Morrison & Foerster's tax practitioners are known for their creative approach to complex business tax planning. The practitioners have expertise in federal, state and local taxes, and counsel clients on compensation and benefits matters. The team advises on a range of transactions, including domestic and international M&A, capital markets and partnerships, and helps clients with structuring and restructuring their businesses, and to litigate or resolve tax disputes. Bernie Pistillo leads the federal tax group and manages three other professionals. He advises on US federal income tax issues in international and domestic M&A, corporate restructurings and spin-offs, as well as matters concerning the development and exploitation of technology and IP.
The tax practice at Orrick, Herrington & Sutcliffe handles many aspects of US federal, state and international tax planning and litigation. The firm's other areas of focus include corporate and international tax, public finance tax and share-scheme services. Orrick, Herrington & Sutcliffe also has a tax specialty in renewable energy and strong expertise in sectors such as infrastructure finance, structured finance, and technology, particularly with start-ups and IP. Chas Cardall, leader of the tax team in San Francisco, is the chair of the firm's tax department. His practice primarily focuses on municipal finance tax and non-profit corporation tax.
The tax department at Pillsbury Winthrop Shaw Pittman provides services in a wide range of domestic, international, state and local tax matters. Clients of the firm are multinational corporations, financial institutions, international and domestic joint ventures and project developments, new business ventures, non-profit organisations and individuals. 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 for business and financial transactions.
Mark Mendola is the US managing partner and vice chairman for PwC's advisory, assurance and tax practices. He previously served as the US leader for tax services and has advised a wide range of multinationals, including in the automotive, industrial products and retail and consumer products industries. 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.
The full service tax practice in the Palo Alto office of Skadden, Arps, Slate, Meagher & Flom has four partners and five other professionals who advise clients in the technology, pharmaceutical, energy and renewable energy, financial services and manufacturing industries. The practice launched three years ago and has since grown from three practitioners to nine. Its professionals have prior experience in the IRS and Treasury Department. The corporate tax team advises on M&A, dispositions, spin-offs, restructurings, debt and equity offerings, and joint ventures, both domestic and international.
Sean Shimamoto leads the tax department. He represents corporations and private equity funds in various US federal income tax matters and advises clients in the energy sector. Nathan Giesselman was promoted to tax partner in April 2015. He advises public and private clients on internal and third party transactions, cross-border acquisitions, disposition and restructuring transactions, and tax planning for private equity and hedge funds. Emily Lam advises on diverse tax issues such as tax controversy, exempt organisations, tax accounting, partnership and energy tax.
Wilson Sonsini Goodrich & Rosati has a tax practice that handles federal, state, and international tax matters for technology, life sciences, and growth enterprises. The firm assists clients with M&A, domestic and international transactions, management and leveraged buyouts, corporate restructurings, spinoffs, recapitalisations, and joint ventures. The tax practitioners are capable of handling debt and equity financings, technology transfers, and complex licensing and collaboration arrangements, and also represent clients in matters before the IRS.
The tax partners in the two offices are Gregory Broome in San Francisco, and Ivan Humphreys and Jonathan Zhu in Palo Alto. Broome is experienced in partnership and corporate taxation, federal income taxation and M&A, and has advised companies in the energy field, and on wind, solar, and geothermal power. Humphreys represents clients in a variety of transactional matters such as domestic and cross-border M&A, dispositions, spin-offs, restructurings, financings, and the formation of partnerships and limited liability companies. Zhu advises on federal income tax.
|Tier 1 - US: San Francisco/Silicon Valley|
|Baker & McKenzie|
|Fenwick & West|
|Tier 2 - US: San Francisco/Silicon Valley|
|Morgan, Lewis & Bockius|
|Skadden, Arps, Slate, Meagher & Flom|
|Wilson Sonsini Goodrich & Rosati|
|Tier 3 - US: San Francisco/Silicon Valley|
|McDermott Will & Emery|
|Morrison & Foerster|
|Orrick, Herrington & Sutcliffe|
|Tier 4 - US: San Francisco/Silicon Valley|
|Alvarez & Marsal, Taxand USA|
|Pillsbury Winthrop Shaw Pittman|