ALI-ABA Course of Study

Corporate Taxation

Cosponsored by the ABA Section of Taxation

April 10 - 11, 2008

Washington, D.C.

TABLE OF CONTENTS

Page

PROGRAM ix

FACULTY PARTICIPANTS xiii

FACULTY BIOGRAPHIES xvii

STUDY MATERIALS

1. Common Merger & Acquisition Structures

By Reginald J. Clark, Kenneth E. Cohen, and Robert H. Wellen

1

2. Contingent Consideration and Contingent Liabilities in Acquisitions

By Robert H. Wellen

133

Study Outline Table of Contents 134

Study Outline 139

References Table of Contents 225

References 227

3.

Acquisitions and Restructurings Involving Troubled Companies

By Jasper (Jack) L. Cummings, Lawrence M. Garrett, Carl M. Jenks, and Mark

S. Jennings

261

Study Outline 263

Presentation Slides 273

4.

Selected Compensation Issues Related to Acquisitions: Outline of

Principal Legal Authorities

By Neil Barr

285

5. Hot Topics and Cutting Edge Structures

By Lewis R. Steinberg and Robert Willens

291

6. Advanced Merger & Acquisition Structures (Handout)

By John J. Clair, Jr.

307

7. The Due Diligence Process and Tax Separation Agreements (Handout)

By William S. Dixon

367

8. Post-Acquisition Restructuring (Handout)

By Mark J. Silverman

393

9.

Acquistions and Restructurings Involving Troubled Companies (as shown)

(Handout)

By Carl M. Jenks

503

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10. Selected Compensation Issues Related to Acquisitions (Handout)

By Dana L. Trier

535

11. Divisive Structures (Handout)

By Michael L. Schler

571

12.

Cross Border Considerations: U.S. Tax Issues in Cross Acquisitions and

Restructurings (Handout)

By Hal J. Hicks

657

13. Ethics and U.S. v. Textron (Handout)

By Donald L. Korb and B. John Williams, Jr.

747

14. Circular 230 Excerpts (Handout)

By Donald L. Korb and B. John Williams, Jr.

763

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ALI-ABA Course of Study

CORPORATE TAXATION

Cosponsored by the ABA Section of Taxation

April 10-11, 2008 Washington, D.C.

PROGRAM

Thursday, April 10, 2008 7:45 a.m. Registration and Continental Breakfast

Webcast Segment A 8:45 a.m. Introductory Remarks – Mss. Divola and Williams and Mr. Wright 9:00 a.m. Common Merger & Acquisition Structures – Messrs. Clark, Cohen,

and Wellen Common forms of taxable asset and stock acquisitions, including section 338(h)(10); tax-free reorganizations and section 351 exchanges; traps for the unwary; recent developments and trends, including the role of disregarded entities and measurement of continuity-of-interest in reorganizations; indemnities; consolidated return aspects

10:30 a.m. Networking Break 10:45 a.m. Advanced Merger & Acquisition Structures – Messrs. Clair, Harrell,

and Steinberg and Ms. Gilbreath-Sowell Advanced techniques to optimize mergers, acquisitions, and divestitures and complex problems that arise in connection with an M&A practice, including the treatment of contingent consideration and structuring M&A transactions for private equity investors

12:30 p.m. Luncheon and Address (not webcast) – Eric Solomon, Assistant Secretary for Tax Policy, U.S. Department of the Treasury

Luncheon Sponsored by Bryan Cave LLP and Ernst & Young LLP

Webcast Segment B 2:00 p.m. The Due Diligence Process and Tax Separation Agreements – Mr. Dixon and Ms. Dunn

• Due Diligence: exposure for contingent tax liabilities, state and local nexus issues, tax attributes and limitations (NOLs), invalid elections (e.g. consolidated return election), Section 1.1502-6 liability exposure, inadequate or incomplete information

• Tax Separation Agreements: payment for NOLs, restrictions on issuing stock in certain transactions, involvement in IRS audit, the three-page vs. the 30-page agreement

2:45 p.m. Post-Acquisition Restructurings – Messrs. Alexander, Countryman, Pari, and Silverman

Common issues that arise in connection with restructurings undertaken to integrate an acquired company, including: • The limitations on restructurings imposed by the form of the original

acquisition (e.g., whether it was a qualified stock purchase, an “A”

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reorganization, a subsidiary “A” reorganization with a “substantially all” limitation, or something else)

• The consequences of an initial post-acquisition combination transaction on future integration activities (such as the inbound or outbound transfer of intellectual property) and the application of the liquidation-reincorporation doctrine and Rev. Rul. 69-617 to upstream reorganization transactions

• The application of consolidated return rules 3:45 p.m. Networking Break 4:00 p.m. Acquisitions and Restructurings Involving Troubled Companies – Messrs. Cummings, Garrett, Jenks, and Jennings

• Special rules and considerations involved in structuring acquisitions, dispositions, and reorganizations involving troubled companies, including the application of the “no net value” regulations and other limitations that may apply to insolvent companies

• Special rules that may benefit bankrupt and insolvent companies • Issues that may arise in connection with the liquidation of insolvent

subsidiaries, including special considerations under the consolidated return regulations

5:00 p.m. Adjournment for the Day; Networking Reception for Registrants and Faculty

Friday, April 11, 2008 8:00 a.m. Continental Breakfast

Webcast Segment C 8:30 a.m. Special Breakfast Session: Hot Topics and Cutting-Edge Structures – Messrs. Steinberg and Willens 9:30 a.m. Selected Compensation Issues Related to Acquisitions – Messrs. Barr

and Trier and Ms. Morrison • Qualified and nonqualified deferred compensation schemes likely to be

encountered in a target corporation • Tax issues associated with assuming or eliminating deferred compensation

obligations, including the tax treatment of the cancellation/acceleration of the obligation; allocation of the deduction between the buyer and the seller; withholding tax obligations; whether payments must be capitalized or can be currently deducted; the application of section 409A and traps associated with it; the possible effect on the tax-free status of a merger; the effect of the “Golden Parachute Rules” of §280G and §162(m) • Tax considerations relating to carried interest and deferred

compensation in connection with acquisition of a private equity or hedge fund management company

10:30 a.m. Networking Break

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10:45 a.m. Divisive Structures – Messrs. Countryman, Fattman, Geracimos, and Schler and Ms. Nacamuli Acquisitions involving partial divestitures, spin-offs, and alternative divestiture structures • Taxable Stock Dispositions – Pre-sale distribution of assets to sellers:

Step-transaction; capital gain or dividend treatment of shareholders; applicability of section 1059; issues under section 338(h)(10)

• Tax-Free Asset Reorganizations – Pre-reorganization distribution of assets to shareholders: Treatment of corporation and shareholders; effects on the “substantially all," “solely for voting stock,” “continuity of interest,” and “continuity of business enterprise” tests for a reorganization

• Section 355 Distributions: Overview of the basic section 355 structures and requirements; monetization and value extraction without gain recognition; structuring to isolate contingent liabilities, including “F” reorganizations involving disregarded entities; recent and pending legislation, regulations, and rulings

• Alternative divestiture structures, including partnership and joint venture transactions

12:30 p.m. Lunch Break

Webcast Segment D 2:00 p.m. Cross-Border Considerations: U.S. Tax Issues in Acquisitions of Non-

U.S. Operations – Messrs. Hicks, Merrick, Murillo, and West Financing the acquisition; international considerations in a section 338 election; the effect of section 1248 on buyers, sellers, and acquisition structures, including due diligence considerations; minimizing adverse tax consequences associated with post-acquisition restructuring, including subsequent qualification avoidance of section 304 and “D” reorganizations

3:15 p.m. Networking Break 3:30 p.m. Ethics and Professional Responsibility – Messrs. Korb and Williams

The ethical duties of lawyers (and other professionals) in identifying and disclosing the economic substance of transactions

5:00 p.m. Adjournment

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2

ALI-ABA Course of Study Corporate Taxation

Cosponsored by the ABA Section of Taxation

April 10-11, 2008 Washington, D.C.

PLANNING CHAIRS

Julie A. Divola, Esquire Pillsbury Winthrop Shaw Pittman LLP 50 Fremont Street San Francisco, CA 94105

Rose L. Williams, Esquire Transaction Advisory Services National Tax M&A Ernst & Young LLP Five Times Square New York, NY 10036

Philip B. Wright, Esquire

Bryan Cave LLP One Metropolitan Square

Suite 3600 211 North Broadway St. Louis, MO 63102

LUNCHEON SPEAKER

Eric Solomon, Esquire Assistant Secretary for Tax Policy U.S. Department of the Treasury

Room 3104 1500 Pennsylvania Avenue, NW

Washington, DC 20220

FACULTY

William D. Alexander, Esquire Associate Chief Counsel (Corporate) Internal Revenue Service CC Corp Room 4016 1111 Constitution Avenue, NW Washington, DC 20224

Neil Barr, Esquire Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017

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John J. Clair, Jr., Esquire Latham & Wakins LLP Suite 4000 633 West Fifth Street Los Angeles, CA 90071 Reginald J. Clark, Esquire Sutherland Asbill & Brennan LLP 999 Peachtree Street, NE Atlanta, GA 30309 Kenneth E. Cohen, Esquire Senior Technician Reviewer, Branch 3 Office of Associate Chief Counsel (Corporate) Internal Revenue Service CC:CORP:3 Room 5429 1111 Constitution Avenue, NW Washington, DC 20224 Marc A. Countryman, Esquire Attorney-Advisor U.S. Department of the Treasury Room 4206B 1500 Pennsylvania Avenue, NW Washington, DC 20220 Jasper L. (Jack) Cummings, Esquire Alston & Bird LLP Suite 600 3201 Beechleaf Court Raleigh, NC 27604 Mr. William S. Dixon Managing Director, Mergers & Acquisitions Citigroup Global Markets, Inc. 388 Greenwich Street New York, NY 10013 Danni Dunn, Esquire Ernst & Young LLP 10th Floor 303 Almaden Boulevard San Jose, CA 95110

Stephen P. Fattman, Esquire Special Counsel to the Associate Chief Counsel (Corporate) Office of Chief Counsel Internal Revenue Service CC:CORP, Room 5408 1111 Constitution Avenue, NW Washington, DC 20224 Lawrence M. Garrett, Esquire National Tax M&A Group Ernst & Young LLP 1101 New York Avenue Washington, DC 20005 John N. Geracimos, Esquire Director Washington National Tax KPMG LLP 2001 M Street, NW Washington, DC 20036 Karen Gilbreath-Sowell, Esquire Deputy Assistant Secretary for Tax Policy U.S. Department of the Treasury Room 3112 1500 Pennsylvania Avenue, NW Washington, DC 20220 John Harrell, Esquire Attorney-Advisor U.S. Department of the Treasury Room 4206 1500 Pennsylvania Avenue, NW Washington, DC 20220 Hal J. Hicks, Esquire Skadden, Arps, Slate, Meagher & Flom LLP 1440 New York Avenue, NW Washington, DC 20005

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Carl M. Jenks, Esquire Jones Day 222 East 41st Street New York, NY 10017 and North Point 901 Lakeside Avenue Cleveland, OH 44114 Mark S. Jennings, Esquire Branch Chief, Branch 1 Office of Associate Chief Counsel (Corporate) Internal Revenue Service Room 5423 1111 Constitution Avenue, NW Washington, DC 20224 Donald L. Korb, Esquire Chief Counsel Internal Revenue Service 1111 Constitution Avenue, NW Washington, DC 20224 John J. Merrick, Esquire Special Counsel to the Associate Chief Counsel (International) Office of Chief Counsel Internal Revenue Service CC:INTL – Room 4319 1111 Constitution Avenue, NW Washington, DC 20224 Helen H. Morrison, Esquire Acting Deputy Benefits Tax Counsel Office of Benefits Tax Counsel U.S. Department of the Treasury Room 4124 1500 Pennsylvania Avenue, NW Washington, DC 20220

José Murillo, Esquire Taxation Specialist Office of the International Tax Counsel U.S. Department of the Treasury Room 5112B 1500 Pennsylvania Avenue, NW Washington, DC 20220 Audrey Nacamuli, Esquire Senior Tax Counsel General Electric Corporation Office 2D-108 120 Long Ridge Road Stamford, CT 06927 Joseph M. Pari, Esquire Dewey & LeBoeuf LLP Suite 1100 1101 New York Avenue, NW Washington, DC 20005 Michael L. Schler, Esquire Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, NY 10019 Mark J. Silverman, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue, NW Washington, DC 20036 Lewis R. Steinberg, Esquire Managing Director UBS Securities LLC 299 Park Avenue New York, NY 10171 Dana L. Trier, Esquire Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017

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Robert H. Wellen, Esquire Ivins, Phillips & Barker, Chartered Suite 600 1700 Pennsylvania Avenue, NW Washington, DC 20006 Philip R. West, Esquire Steptoe & Johnson LLP 1330 Connecticut Avenue, NW Washington, DC 20036

Mr. Robert Willens Robert Willens, LLC 30th Floor 110 E. 59th Street New York, NY 10022 B. John Williams, Jr., Esquire Skadden, Arps, Slate, Meagher & Flom LLP 1440 New York Avenue, NW Washington, DC 20005

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FACULTY BIOGRAPHIES Planning Co-Chairs Julie A. Divola, San Francisco, California Pillsbury Winthrop Shaw Pittman LLP B.A., University of California, Santa Barbara; J.D., University of San Francisco Former Adjunct Professor, University of San Francisco School of Law Fellowships: American College of Tax Counsel, American Bar Foundation Memberships: American Bar Association (Chair-Elect, Corporate Tax Committee,

Section of Taxation); California Bar Association (Tax Section: former Chair, Corporate Tax/Corporate Tax counsel Committee; former Chair, Passthroughs and Real Estate Tax Committee); San Francisco Tax Club (former President)

Publications include articles published by JOURNAL OF TAXATION, NYU INSTITUTE ON FEDERAL TAXATION, USC MAJOR TAX PLANNING, and TAX ANALYSTS.

Rose L. Williams, New York, New York Transaction Advisory Services, National Tax M&A, Ernst & Young LLP Philip B. Wright, St. Louis, Missouri Bryan Cave LLP B.S., University of Missouri; J.D., Georgetown University; LL.M. (Taxation), New York

University Memberships: American Bar Association (Chair, Corporate Committee, Section of

Taxation, 2005-06); New York State Bar Association (Section on Tax, Committee on Reorganizations); District of Columbia Bar Association (Tax Section); Missouri Bar Association

Publications Include: Step-Transaction Doctrine in Corporate Reorganizations, MERGERS AND ACQUISITIONS (Feb. 2002); Proposed Regulations Impact Disregarded Entity Mergers, MERGERS AND ACQUISITIONS (Aug. 2000); Disregarded Entities: Planning Opportunities and Pitfalls in Domestic Corporate Transactions, 24 J. CORP. TAXATION 341 (Winter 1998)

Luncheon Speaker

Eric Solomon, Washington, D.C. Assistant Secretary for Tax Policy, U.S. Department of the Treasury (appointed 2006) A.B., Princeton University; J.D., University of Virginia; LL.M. (Taxation), New York

University Adjunct Professor, Georgetown Law Center Government and Public Service: U.S. Department of the Treasury (1999- ) (former

Deputy Assistant Secretary (Tax Policy); former Deputy Assistant Secretary (Regulatory Affairs); former Senior Advisor for Policy); Internal Revenue Service (Deputy Associate Chief Counsel (Domestic Technical),1995-96; Assistant Chief Counsel (Corporate), 1990-95)

Honors: Distinguished Executive Presidential Rank Award (2006)

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Memberships: New York State Bar Association (Tax Section: former Executive Committee member; former Co-Chair, Reorganizations Committee)

Faculty

William D. Alexander, Washington, D.C. Associate Chief Counsel (Corporate), Internal Revenue Service B.A., Cornell University; J.D., Columbia University; LL.M. (Taxation), New York

University Neil Barr, New York, New York Davis Polk & Wardwell B.A., University of Virginia; J.D., Georgetown University John J. Clair, Jr., Los Angeles, California Latham & Watkins LLP B.A., Brown University; J.D., University of Pennsylvania Memberships: American Bar Association; California State Bar; Los Angeles County Bar

Association Reginald J. Clark, Atlanta, Georgia Sutherland Asbill & Brennan LLP A.B., J.D., Duke University Former Adjunct Professor, Emory University School of Law (Graduate Tax Program) Memberships: American Law Institute; American Bar Association (Section of Taxation:

Chair, Corporate Tax Committee); Southern Federal Tax Institute (Trustee) Publications Include: GEORGIA STATE BAR JOURNAL (former Editorial Board Member) Kenneth E. Cohen, Washington, D.C. Senior Technician Reviewer, Branch 3, Office of Associate Chief Counsel (Corporate),

Internal Revenue Service B.S., J.D., University of Maryland Marc Countryman, Washington, D.C. Attorney-Advisor, Office of the Tax Legislative Counsel, U.S. Department of the

Treasury B.S., University of Minnesota; J.D., Loyola University, Chicago Other Government and Public Service: Internal Revenue Service (Senior Technician

Reviewer, Office of the Associate Chief Counsel (Corporate), 2005-06) Memberships: American Bar Association (Section of Taxation); State Bar of Illinois Jasper L. (Jack) Cummings, Jr., Raleigh, North Carolina Alston & Bird LLP A.B., Duke University; J.D., Yale University; LL.M. (Taxation), New York University Government and Public Service: Internal Revenue Service (former Associate Chief

Counsel (Corporate)

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Memberships: American Bar Association (Section of Taxation: Chair, Corporate Tax Committee, 1997-98); District of Columbia Bar (Tax Section Corporate Tax Committee)

Publications Include: Intermediary Transactions Continue: Stock 'Sellers' and Asset Buyers Beware, BNA DAILY REPORT FOR EXECUTIVES (Feb, 6, 2008); Economic Substance — The Blunt Instrument Used in 'Jade Trading' BNA DAILY REPORT FOR EXECUTIVES (Jan. 10, 2008); IRS Legal Advice Memo Raises Questions About Sale Stemming from Variable Prepaid Forward Contract Coupled with Share Lending, BNA DAILY TAX REPORT (Feb.16, 2007); Service's Withdrawal of Regulations Under Sections 302, 304 Highlights Confusion About Stock Redemptions, Distributions, BNA DAILY TAX REPORT (Apr. 28, 2006); IRS Revokes Zero Basis Ruling But Questions Regarding Motives Remain, BNA DAILY TAX REPORT (Jan. 6, 2006); New Prop. Regs. Change Rules for Transactions Where Property of Stock Lacks Net Value, J. TAXATION (July 2005); Three New Sets of Proposed Regulations Should Make Planning for Reorganizations Much Easier, J. TAXATION (Nov. 2004); A SELECTIVE ANALYSIS OF THE 2004 JOBS ACT (Co-Author) (Warren Gorham & Lamont, 2005); Cummings' Corporate Tax Insights, RIA CHECKPOINT (Electronic Newsletter); What Were They Thinking, TAX NOTES (Column)

William S. Dixon, New York, New York Managing Director, Mergers & Acquisitions, Citigroup Global Markets, Inc. J.D., Boston University Adjunct Professor, Brooklyn Law School Memberships: American Bar Association (Section of Taxation: Chair, U.S. Activities of

Foreigners and Tax Treaties Committee; Task Force on International Tax Reform); International Fiscal Association (New York Steering committee)

Danni Dunn, San Jose, California Transaction Advisory Services, Ernst & Young LLP B.A., University of California, Berkeley; M.B.A., J.D., University of California, Davis Adjunct Professor, San Jose State University; Adjunct Professor, Golden Gate University Member, California Bar Association Stephen P. Fattman, Washington, D.C. Special Counsel to the Associate Chief Counsel (Corporate) B.A., B.S. University of Pennsylvania; J.D. George Washington University Lawrence Garrett, Washington, D.C. National Tax M&A Group, Ernst & Young LLP A.B., J.D., Harvard University Government and Public Service: former Attorney-Advisor and Associate Legislative Tax

Counsel, U.S. Department of the Treasury Memberships: New York State Bar Association (Tax Section: Co-chair, Committee on

Consolidated Returns; former Co-Chair, Committee on Bankruptcy and Net

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Operating Losses); District of Columbia Bar (former chair, Tax Section Committee on Corporation Tax)

John N. Geracimos, Washington, D.C. Director, Washington National Tax, KPMG LLP Karen Gilbreath-Sowell, Washington, D.C. Deputy Assistant Secretary for International Tax Affairs, U.S. Department of the Treasury John Harrell, Washington, D.C. Attorney-Advisor, U.S. Department of the Treasury Hal J. Hicks, Washington, D.C. Skadden, Arps, Slate, Meagher & Flom LLP B.A., College of William and Mary; J.D., University of Virginia; LL.M. (Taxation), New

York University Government and Public Service: U.S. Department of the Treasury (International Tax

Counsel, 2005-07); Internal Revenue Service (Associate Chief Counsel (International), 2003-05)

Honors: U.S. Treasury Honor Award (2007); Chief Counsel Award (2005) Carl M. Jenks, New York, New York, and Cleveland, Ohio Jones Day B.A., Carlton College; M.A., Ph.D., Duke University; J.D., Harvard University Government and Public Service: Law Clerk to Hon. Walter R. Mansfield (2d Cir.) (1980-

81) Fellowships: American College of Tax Counsel; American College of Bankruptcy Memberships: American Law Institute; International Insolvency Institute; American

Bankruptcy Conference Publications Include: COLLIER ON BANKRUPTCY (Reviewing Editor) Mark S. Jennings, Washington, D.C. Branch Chief, Branch 1, Office of Associate Chief Counsel (Corporate), Internal

Revenue Service Donald L. Korb, Washington, D.C. Chief Counsel, Internal Revenue Service (appointed 2004) B.A., John Carroll University; J.D., Case Western Reserve University; LL.M. (Taxation),

Georgetown University Other Government and Public Service: Internal Revenue Service (Assistant to the

Commissioner, 1984-86; Attorney-Advisor, Office of Chief Counsel, 1974-77); Ohio State Tax Commissioner's Advisory Council (2000-03); Ohio Secretary of State's Operations Review Team (1999); Tax Advisor to the National Commission on Economic Growth and Tax Reform ("Kemp Commission"), 1995

Honors: IRS Commissioner's Award (1986)

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Fellow, American College of Tax Counsel (Regent, 2001-04) Memberships: American Bar Association (Section of Taxation: LMSB Division

Coordinator, 1003-04; Vice-Chair (Committee Operations), 2000-02; Council Director, 1996-99; Chair, Administrative Practice Committee, 1992-94); Cleveland Tax Institute (Chair, 1995)

Publications have appeared in CORPORATE BUSINESS TAXATION MONTHLY, TAX NOTES, BNA WEEKLY TAX REPORT, OHIO LAWYER, OHIO BAR ASSOCIATION JOURNAL, OHIO BUSINESS MAGAZINE, and CRAIN'S CLEVELAND BUSINESS

John J. Merrick, Washington, D.C. Special Counsel to the Associate Chief Counsel (International), Office of Chief Counsel,

Internal Revenue Service B.A., J.D., Loyola University, Chicago; LL.M. (Taxation), De Paul University Certified Public Accountant Helen H. Morrison, Washington, D.C. Acting Deputy Benefits Tax Counsel, U.S. Department of the Treasury B.A., Trinity College; J.D., Illinois Institute of Technology, Chicago-Kent College of

Law Other Government and Public Service: Law Clerk to Hon. Hector M. Laffitte (D. P.R.)

(1985-87) Publications Include: ESOP Legal Update (Co-Author), J. EMPLOYEE OWNERSHIP L. &

FIN. (Summer 2002); EMPLOYEE STOCK OWNERSHIP PLANS: ESOP PLANNING, FINANCING, IMPLEMENTATION, LAW AND TAXATION (Editor) (Beyster Institute, University of California, San Diego, 2007); BNA TAX MANAGEMENT PORTFOLIO: ESOPS (No. 354-7th) (Co-Author) (2005)

José Murillo, Washington, D.C. Taxation Specialist, Office of the International Tax Counsel, U.S. Department of the

Treasury Audrey Nacamuli, Stamford, Connecticut Senior Tax Counsel, General Electric Company B.A., Dartmouth College; J.D., Vanderbilt University Adjunct Professor, Georgetown University Law Center Government and Public Service: Attorney-Adviser, Office of Tax Legislative counsel,

U.S. Department of the Treasury (2001-06); Law Clerk to Hon. Cornelia G. Kennedy (6th Cir.)

Publications Include: Off the Mark: Talking Tax in a Trademark World (Co-author), TRADEMARK WORLD (May/June 1998)

Joseph M. Pari, Washington, D.C. Dewey & LeBoeuf LLP B.S., Providence College; J.D., Boston College; LL.M. (Taxation), New York University Adjunct Professor, Georgetown University Law Center

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Memberships: American Bar Association (Section of Taxation: former Council Director, Committee on Affiliated and Related Corporations; former Chair, Subcommittee on Consolidated Returns); Federal Bar Association (Advisory Board); National Foreign Trade Council, Inc. (Advisory Board)

Publications Include: JOURNAL OF CORPORATE TAXATION (Editorial Board); MERGERS & ACQUISITIONS TAX JOURNAL (Editorial Board)

Michael L. Schler, New York, New York Cravath, Swaine & Moore LLP A.B., Harvard University; J.D., Yale University; LL.M. (Taxation), New York University Government and Public Service: Law Clerk to Hon. Max Rosenn (3d Cir.) (1973-74) Fellow, American College of Tax Counsel Memberships: American Law Institute (Tax Advisory Group; Consultant, Federal Income

Tax Project on Taxation of “Pass-Through” Entities, 1995- ; Consultant, Federal Income Tax Project on Integration of the Individual and Corporate Income Taxes, 1991-93); American Bar Association (Section of Taxation Committee on Affiliated and Related Corporations); New York State Bar Association (Tax Section: Chair, 1994-95; Executive Committee, 1985- ); The Association of the Bar of the City of New York; American Tax Policy Institute (Trustee; Chair, Projects Committee)); New York Tax Forum

Publications Include: Ten More Truths About Tax Shelters, 55 TAX L.REV 325 (2002); Thoughts on the Proposed "Check-the-Box" Regulation, 71 TAX NOTES 1679 (1996)

Mark J. Silverman, Washington, D.C. Steptoe & Johnson LLP B.S., Indiana University; J.D., Suffolk University; LL.M. (Taxation), New York

University Adjunct Professor, Georgetown University Law Center (1978- ) Government and Public Service: House Ways & Means Committee Subchapter C

Advisory Group (1988- ); Attorney-Adviser to Hon. Samuel B. Sterrett, U.S. Tax Court (1971-73)

Fellow, American College of Tax Counsel Memberships: American Law Institute (Advisory Group for the Study of Subchapter C of

the Internal Revenue Code); American Bar Association (Section of Taxation: Council, 1991-94; Chair, Corporate Tax Committee, 1985-87; former Chair, Task Force on Leveraged Buyouts)); New York State Bar Association; Federal Bar Association; New York University Institute on Federal Taxation (Advisory Board); Southern Federal Tax Institute (Board of Trustees); NYU Institute on Federal Taxation (Advisory Board); Theodore Tannenwald, Jr., Foundation for Excellence in Tax Scholarship (Secretary/Treasurer)

Publications: Final Section 355 (e) Regulations - The Final Chapter in the Saga (Co-Author), 57 TAX EXECUTIVE 604 (2005); Assessing the Value of the Proposed "No Net Value" Regulations (Co-Author), TAX EXECUTIVE (2005); New Regulations Would Permit Cross-Border "A" Reorganizations for the First Time in 70 Years (Co-Author), 57 TAX EXECUTIVE 58 (2005), REPRINTED IN 107 TAX NOTES 881

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(2005); The Fourth Time's a Charm - New Temporary Section 355(e) Regulations Provide Helpful Guidance to Taxpayers (Co-Author), 54 TAX EXECUTIVE 238 (2002), reprinted in 96 TAX NOTES 982 (2002); Rite Aid: A Tough Pill for the Government to Swallow (Co-Author), 53 TAX EXECUTIVE 436 (2001), reprinted in 94 TAX NOTES 1343 (2002); New Proposed Section 355 Regulations: A Vast Improvement (Co-Author), TAX EXECUTIVE (2000); The Proposed Section 355 Regulations: Broadening the Traditional Notions of What Constitutes a Plan (Co-Author), TAX EXECUTIVE (2000); The New Anti-Morris Trust and Intragroup Spin Provisions (Co-Author); 49 TAX EXECUTIVE 455 (1977), reprinted in 78 TAX NOTES 329 (1998); FINANCIALLY TROUBLED BUSINESSES (Co-Author) (Tax Advisors Planning Series); CONSOLIDATED TAX RETURNS TAX REPORT (Advisory Board); M & A TAX REPORT (Advisory Board); CORPORATE TAXATION (Advisory Board); THE AMERICAN JOURNAL OF TAX POLICY (Editorial Board); JOURNAL OF TAXATION (former Corporate Tax Editor)

Lewis R. Steinberg, New York, New York Global Head-Strategic Solutions Group and Managing Director-Investment Banking

Department, UBS Securities LLC A.B., Amherst College; J.D., LL.M. (Taxation), New York University Adjunct Professor, New York University School of Law Memberships: American Bar Association; New York State Bar Association (First Vice-

Chair, Tax Section, 2003- ); Association of the Bar of the City of New York; International Bar Association (Co-Chair, Committee N (Taxation))

Publications Include: DERIVATIVES: TAX/REGULATION/FINANCE (Editor in Chief) (Warren, Gorham & Lamont)

Dana L. Trier, New York, New York Davis Polk & Wardwell B.A., Indiana University; J.D., University of Michigan Adjunct Professor, Georgetown University Law Center (1981-84, 1990- ) Government and Public Service: Tax Legislative Counsel and Acting Deputy Assistant

Secretary (Tax Policy), U.S. Treasury Department (1988-89) Memberships: American Bar Association (Past Chair, Corporate Tax Committee, Section

of Taxation`); New York State Bar Association (Former Executive Committee Member, Taxation Section); District of Columbia Bar; International Fiscal Association

Robert H. Wellen, Washington, D.C. Ivins, Phillips & Barker, Chartered B.A., J.D., Yale University; LL.M. (Taxation), Georgetown University Government and Public Service: U.S. Navy Judge Advocate General Corps (1971-75) Fellow, American College of Tax Counsel Memberships: American Bar Association (Section of Taxation: Past Assistant Secretary;

Past Supervising Editor, Section Newsletter; Chair, Committee on Corporate Tax, 1991-92); District of Columbia Bar; Federal Bar Association; District of Columbia Bar (Tax Section)

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Publications Include: Articles in TAX NOTES, JOURNAL OF TAXATION, and MERGERS & ACQUISITIONS; THE MONTHLY TAX JOURNAL (Editorial Advisory Board)

Philip R. West, Washington, D.C. Steptoe & Johnson LLP B.S., State University of New York at Brockport; J.D., New York Law School; LL.M.

(Taxation), Georgetown University Adjunct Professor, Georgetown University Law Center (1997-99) Government and Public Service (former International Tax Counsel, U.S. Department of

the Treasury; Law Clerk to Hon. Carolyn Miller Parr (U.S. Tax Ct.) (1984-85); Advisor, Congressional Working Group on International Tax Reform, 2002

Honors: Exceptional Service Award (U.S. Department of the Treasury, 2000) Fellow, American College of Tax Counsel Memberships: American Bar Association (Section of Taxation: Vice-Chair, Foreign

Lawyers Forum, 2002- ; Task Force on International Tax Reform, 2002-06; Review Committee on Government Submissions, 2006- ); New York State Bar Association (Executive Committee, 1991-96; Chair, International Tax Committee, 1991-96); International Fiscal Association (Council, 2004- ); Internal Revenue Service/George Washington University Institute on International Taxation (Board of Directors, 2006-07)

Publications Include: Doing Business in the Untied States, in PLC CROSS-BORDER HANDBOOK (2007); Foreign Law in U.S. International Taxation: The Search for Standards, FLA. TAX REV. (1996)

Robert Willens, New York, New York Robert Willens, LLC Former Managing Director, Lehman Brothers Adjunct Professor, Columbia University Graduate School of Business (1993- ) Certified Public Accountant Member, American Institute of Certified Public Accountants Publications Include: THE WILLENS REPORT; TAXATION OF CORPORATE CAPITAL

TRANSACTIONS (John Wiley & Sons, 1984); articles in JOURNAL OF TAXATION, JOURNAL OF ACCOUNTANCY, DAILY DEAL, and DAILY TAX REPORT

B. John Williams, Jr., Washington, D.C. Skadden, Arps, Slate, Meagher & Flom LLP B.A., J.D., George Washington University Government and Public Service: former Judge, U.S. Tax Court; Internal Revenue Service

(former Chief Counsel; former Special Assistant to the Chief Counsel); former Deputy Assistant Attorney General, Tax Division, U.S. Department of Justice

Fellow, American College of Tax Counsel Memberships: American Law Institute; American Bar Association (Section of Taxation)

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