Corporate Tax Update: What Every Corporate Counsel Needs to Know

CORPORATE TAX UPDATE:

What Every Corporate Counsel

Needs to Know

October 2015 / For Discussion Purposes Only

Eric Ryan – International Tax Of Counsel, DLA Piper, Silicon Valley

Hugh Goodwin – State Tax Partner, DLA Piper, Silicon Valley

Chris Kotarba – International Tax Associate, DLA Piper, Silicon Valley

*This presentation is offered for informational purposes only, and the content should not be construed as legal advice on any matter.

Agenda

Business tax environment

Effective tax rate issues

Recently proposed legislation

Bipartisan framework

Inversions

Current issues in state and local taxation

October 2015 Corporate Tax Update 2

BUSINESS TAX ENVIRONMENT


US international tax system

Since Japan lowered its rate in 2011, the US now has the highest

statutory corporate tax rate among all OECD members

Most OECD members have gradually reduced rates, year after year

US is also one of the few remaining OECD members with a worldwide

(WW) tax system (but has a Foreign Tax Credit mechanism)

Others include Chile, Ireland, Israel, Korea and Mexico

Most OECD members now use a territorial system (generally not taxing

foreign profits)

Highest corporate tax rate + WW tax system = US may also have the

highest average effective tax rate (ETR) of any OECD member

Notwithstanding, US companies are at the forefront of criticism for

inappropriate use of low tax/no tax countries and structures

Offshore earnings are effectively locked out of the US


US tax system v. OECD members


OECD members with territorial systems


US MNEs – offshore earnings


EFFECTIVE TAX RATE ISSUES


ETR in general

Cash ETR – The simple ratio of current WW taxes paid, divided by the

WW aggregate pre-tax operating income

Used to assess alternative legal entity / tax structures

Confidential, but often can be reverse-engineered from all US GAAP

disclosures

US GAAP ETR – The ratio of WW current tax expense as accrued for US

GAAP purposes, divided by WW pre-tax operating income

Includes any tax reserves (FIN 48/ASC 740) for potential tax exposures

Includes any reversals of prior reserves, or new events

Non-US earnings subject to APB 23 assertion

NOLs may not give rise to any tax benefit (valuation allowance)

Comprises a significant responsibility for the tax department/CFO; high

interaction with audit firm

Publicly disclosed on annual 10-K and quarterly 10-Q


Multi-tier offshore structure:

cash ETR

Assume 50% of revenues from

US customers, 50% from ROW

Assume operating income

generally follows revenues, but

ROW profits split:

30% IP Co

10% Ireland Distribution Sub

10% to Italy (and other)

Marketing Subs

Cash tax rate:

$50 × 40% = $20

$30 × 0% = $0

10% × 12.5% = $1.25

10% × 27.5% = $2.75

Total = $24 / $100 = 24%

October 2015 Corporate Tax Update

Digital Co

(Delaware)

IPCo

(Irish

Nonresident)

S&M Provider

(Italy)

Cost-Plus

Service Fee

Servers

OpCo

(Ireland

Resident)

Non-US

Subscribers

Users

Engineers /

Servers

$

US

Subscribers

$

US IP

ROW IP

Royalty

CSA

10

Example of international structuring

alternatives


Comparison of tax cost

-

20,000

40,000

60,000

80,000

100,000

120,000

2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

Comparison of Tax Cost

Status Quo IP Migration (Two-Tier) IP Migration (Single-Tier)

12 Corporate Tax Update October 2015

Multi-tier offshore structure:

US GAAP

Assume FIN 48 reserve for US

taxes on 10% of IPCo

40% × $10 = $4

Assume FIN 48 reserve for Italy

of 5%

5% × 27.5% = $1.4

Assume APB 23 assertion of

100% offshore earnings

permanently reinvested

No additional adjustment

US GAAP ETR

24 + 4 + 1.4 = 29.4%


Digital Co

(Delaware)

IPCo

(Irish

Nonresident)

S&M Provider

(Italy)

Cost-Plus

Service Fee

Servers

OpCo

(Ireland

Resident)

Non-US

Subscribers

Users

Engineers /

Servers

$

US

Subscribers

$

US IP

ROW IP

Royalty

CSA

13

US GAAP ETR issues

APB 23 assertion – Some companies permanently reinvest all earnings,

some none, some a portion (e.g., 75%)

Modest amount of documentation required to support assertion

Will assertion change if the US tax law changes?

Changes to current year ETR due to prior year items

Natural events, such as FIN 48 reserves being released as SOL expires

Changes in current events, such as court case decisions impacting prior

year positions, third party events

Errors

Errors – even if ETR is decreased – can lead to a material weakness or a

restatement


US GAAP ETR issues

Material weakness

Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 5

defines a material weakness: “A material weakness is a deficiency, or

combination of deficiencies, in internal control over financial reporting such that

there is a reasonable possibility that a material misstatement of the company’s

annual or interim financial statements will not be prevented or detected on a

timely basis”

Restatement

SEC Staff Accounting Bulletin (SAB) Topic 1M provides guidance on assessing

materiality and includes examples of situations in which a quantitatively small

misstatement might actually be considered material (e.g., if the misstatement

masks a change in earnings or other trends; hides a failure to meet analyst

consensus expectations; concerns a significant segment or portion of the

company’s business; has the effect of increasing management’s compensation;

involves concealment of an unlawful transaction)

The SAB topic also presents the SEC’s staff view that each misstatement must

be considered separately and then aggregated with other misstatements when

determining whether adjustments are required


Tax-related material weaknesses and

restatements


Senior Manager Material Weaknesses Senior Manager Restatements

Material weaknesses and restatements in SEC filings from 1/1/11 – 12/31/11

Accounting for Income Tax (General)

16%

Deferred Taxes 34%

Valuation Allowances/

NOLs 20%

Foreign Taxes 4% State Taxes

5%

Acquisition/ Disposal

5%

Uncertain Tax

Positions 4%

Other 12%

Lack of Review

21%

Personnel (lack of / not

trained) 15%

General Procedure /

Process 16%

Improper Treatment / Recording

14%

Lack of Documentation

7%

Non-routine Transactions

3% Period End Process

3%

Inadequate Reconciliation

3%

Systems / Technology

2%

Other 16%

Income tax accounting:

deferred taxes

Basis difference

Book basis vs. tax basis

Generates a future benefit or liability

Examples:

Temporary differences

Reserves, accruals, depreciation, amortization, etc.

Net operating loss carry-forwards

Credit carry-forwards

Can be both timing and permanent differences



valuation allowance

Contra-asset concept

Netted against deferred tax asset

Requirements

More likely than not assessment

Positive and negative evidence

Reversal of taxable timing differences (i.e., DTL)

Carryback opportunities

3-year trailing cumulative profit/loss history

Future forecasted profit/loss

Tax planning opportunities


Income tax accounting – Calculation


TAX EXPENSE CURRENT TAX PAYABLE DEFERRED TAX CALCULATION

Profits Before Tax -

Permanent Differences:

Meals & Entertainment 200

Manufacturing Deduction (100)

Tax Exempt Interest (100)

Subpart F Income 300

Section 162M Limitation 200

Temporary Differences: Beg. Bal. CY Change End. Bal.

Bad Debt Reserve 200 Bad Debt - 200 200

Inventory Reserve 400 Inventory - 400 400

Accruals 300 Accruals - 300 300

Depreciation (100) Deprec. - (100) (100)

Amortization 400 Amort. - 400 400

Capitalized Section 174 (600) Cap. 174 - (600) (600)

Equity Compensation - Book 500 Equity - 500 500

Equity Compensation - Tax - Equity - - -

Taxable Income 1,600 NOL - - -

Net Operating Loss Deduction - Valuation - (1,100) (1,100)

Net Taxable Income 1,600 Subtotal - - -

Current Tax Payable 435 Tax Rate 35% Tax Rate 35% 35% 35%

Tax Liability 560 Total - - -

Deferred Tax - Foreign Tax Credits (50) FTC - - -

R&D Tax Credits (75) R&D - - -

Tax Expense 435 Net Tax Liability 435 Net Total - - -

Tax expense = current tax payable + deferred taxes TAX EXPENSE CURRENT TAX PAYABLE DEFERRED TAX CALCULATION

Profits Before Tax -

Permanent Differences:

Meals & Entertainment 200

Manufacturing Deduction (100)

Tax Exempt Interest (100)

Subpart F Income 300

Section 162M Limitation 200

Temporary Differences: Beg. Bal. CY Change End. Bal.

Bad Debt Reserve 200 Bad Debt - 200 200

Inventory Reserve 400 Inventory - 400 400

Accruals 300 Accruals - 300 300

Depreciation (100) Deprec. - (100) (100)

Amortization 400 Amort. - 400 400

Capitalized Section 174 (600) Cap. 174 - (600) (600)

Equity Compensation - Book 500 Equity - 500 500

Equity Compensation - Tax - Equity - - -

Taxable Income 1,600 NOL - - -

Net Operating Loss Deduction - Valuation - (1,100) (1,100)

Net Taxable Income 1,600 Subtotal - - -

Current Tax Payable 435 Tax Rate 35% Tax Rate 35% 35% 35%

Tax Liability 560 Total - - -

Deferred Tax - Foreign Tax Credits (50) FTC - - -

R&D Tax Credits (75) R&D - - -

Tax Expense 435 Net Tax Liability 435 Net Total - - -


tax reserves

Uncertain tax positions

Concept of unrecognized tax benefits

Recognition threshold

Presumption: full information to tax authority

Based solely on technical merits

More likely than not assessment

If yes, move on to measurement

Measurement

Consider all relevant facts

More likely than not on settlement $$

Interest and penalties


RECENTLY PROPOSED

LEGISLATION


Bipartisan framework

In July 2015 before summer recess, Senate Finance Committee released

81-page bipartisan framework report for international tax reform

5 recommendations:

A. Territorial system

B. Innovation box

C. Base erosion

D. Interest expense limitations

E. Repatriation holiday

22 October 2015 Corporate Tax Update

Territorial system

End the lockout effect

28 out of 34 OECD members and every G7 country except US have pure

or hybrid territorial system:


Territorial system

Camp – 95% of dividends (foreign-source portion only) by foreign corps

to US corporate shareholders (10% or more) are excluded

At proposed 25% statutory rate, results in 1.25% ETR

Credits not allowed for foreign taxes paid/accrued; indirect credit repealed

6-month holding period requirement

Parent must reduce basis in foreign sub by amount of exempt dividend

Territorial system supported by Bush but not Trump

Foreign branches? Either:

Treat similar to foreign subs by allowing earnings to qualify for exemption;

or

Subject earnings to immediate US tax as under current law


Repatriation holiday

Sponsor Rate Mandatory Install-

ments

Credits

Allowed

Highway

Trust Fund

Conditions

/ Limits

2004 Jobs

Act

5.25% No No Yes “Temporary

economic

stimulus”

“Domestic

investment

plan” /

$500M cap

Camp (R) 8.75% /

3.5%1

Yes 8 years Yes Yes None

Boxer (D) /

Paul (R)

6.5% No 5 years Uncertain Yes R&D,

p’ships and

acqs; no

inversions

Obama (D) 14% Yes 5 years Yes Yes None

Hagan (D) /

McCain (R)

8.75%,

5.25%2

No Uncertain Uncertain Yes $75k per

each FT job

Bush (R) ≤8.75% Yes 10 years Uncertain Uncertain None

Trump (R) 10% Yes Uncertain Likely Uncertain None

25

1 Lower rate on “non-cash” holdings 2 If expand payroll by 10%


Base erosion

Camp Option C

Carrot: US parents currently taxed on their foreign intangible income and

their foreign subs’ foreign base company intangible income (FBCII) at

reduced 15% rate

FBCII defined as excess of sub’s gross income over 10% of sub’s adjusted

basis in depreciable tangible property

Stick: Exception for FII/FBCII subject to foreign tax at less than 13.5%

ETR, currently taxed at full corporate tax rate

Income from property sold for use/consumption/disposition in US also

taxed at full corporate tax rate


Innovation box

July 2015 Boustany (R-LA) / Neal (D-MA) Discussion Draft

Other countries with innovation boxes: UK, Ireland, Belgium, Netherlands,

Luxembourg, Hungary, Spain Italy and China

Switzerland currently adopting license box

“Qualified IP” (broad) – patents, inventions, formulae, processes,

designs, patterns and know-how (and property produced using such IP),

as well as other types of IP, like computer software

Nexus standard:

“Innovation Box Profit” = (Qualified IP gross receipts – COGS and

expenses) × fraction of budget spent on US R&D

Innovation Box Profit subject to only 10% tax rate

Other boxes range from 5-14%

Overseas IP permitted to be brought back to US in non-taxable event


Federal corporate tax rate

0%

5%

10%

15%

20%

25%

30%

35%

40%

Current Baucus(D)

Obama(D)

Rubio (R) /Lee (R),

Camp (R),Nunes (R)

Wyden (D)/ Coats (R)

Bush (R) Trump (R)


INVERSIONS


What is an inversion?

In the international tax context, an inversion originally was a transaction whereby a US publicly held corporation changed its country of incorporation to a non-US country, such as Bermuda

Bermuda has no income tax Bermuda has no anti-deferral rules US tax law was changed to eliminate tax benefits from such a simple

transaction

Now, generally an inversion is generally thought of as a transaction in which a domestic corporation is acquired by a foreign corporation – and avoids the negative US tax consequences. The foreign corporation either acquires the assets or equity of the domestic target

Some or all of the shareholders of the domestic target may become shareholders of the new foreign parent (typically UK, Ireland, Netherlands or Switzerland)

New foreign parent can use US company’s name Can potentially retain US headquarters Can retain public listing on stock exchange and US GAAP


Illustrative transaction


Final Structure Inversion Transaction

UK Parent

Foreign Subs

Shareholders

USCo

Issues new

shares

US Merger Sub Merger

USCo

Foreign Subs

Original Structure

Shareholders

USCo

Foreign Subs

Shareholders

UK Parent

Why invert?


Final Structure

USCo

Foreign Subs

Shareholders

Foreign Parent

Inversion on its own does not entirely escape the US tax net There is still a US company in the structure, subject to 35% tax

If foreign IP (and the associated profit entitlement) is owned by a

foreign IP holding company, the foreign IP holding company would still

be under USCo, so foreign profits must be repatriated through the US

company

Foreign Subs are still subject to US anti-deferral rules

But there are new opportunities to drive tax efficiencies Foreign cash can be loaned directly to Foreign Parent and “hop” over

US tax

New foreign IP, foreign ventures and foreign subs can be directly

under Foreign Parent

Furthermore, profits repatriated to some countries (e.g., UK) may

qualify for the participation exemption, in which case those profits

permanently escape corporate taxation at the parent level

May be opportunities to reduce US taxable income through

intercompany debt

Depending on the US exit costs, Foreign Subs and foreign IP under

USCo could be transferred to Foreign Parent

Loan

Loan

USCo

shareholders’

ownership in

Foreign Parent

USCo

shareholders’ tax USCo’s tax

Foreign incorporation

respected?

USCo directors and

officers’ tax

≤ 50% None None Yes, Foreign Parent is not

taxed as a US corp None

> 50% - < 60% Gain in shares of

USCo is taxable Inversion gain1 Yes, Foreign Parent is not

taxed as a US corp None

≥ 60% - < 80% Gain in shares of

USCo is taxable Inversion gain2 Yes, Foreign Parent is not

taxed as a US corp

15% excise tax on equity

comp

≥ 80% None None

No, Foreign Parent is

taxed as a US corp (as if

nothing happened)3

None

1 USCo generally includes income/gain recognized by reason of the transfer of stock or other properties (including the license of

IP) of the expatriated entity during a 10-year period beginning with the first acquisition of property. Can be offset by USCo’s NOLs

and credits

2 If the new group has “substantial business activities” in Foreign Parent’s jurisdiction (i.e., pursuant to a “safe harbor”, 25% of the

new group’s employees, assets and income are located in Foreign Parent’s jurisdiction), then no USCo level tax should be due.

On the other hand, if the new group does not have a substantial business activities in Foreign Co’s jurisdiction, then inversion gain

applies without reduction for any tax credits or NOL carry-forward amounts

3 Possible “substantial business activities” exception

Identity of shareholding and

tax result


Failed inversion


Failed Inversion: Foreign Parent is

a deemed US Corporation

UK Parent

Foreign Subs

Shareholders

USCo

Issues new

shares


Assume shareholders of a US

company form a new UK company

(without substantial business

activities in the UK) and contribute

the US company in exchange for

all of the UK shares

1. This is an acquisition of

substantially all of the properties of

a US company

2. There are no substantial business

activities in the UK

3. Former shareholders of the US

company own 100% of the UK

company

After this unilateral inversion, the

UK Parent is treated as a US

corporation for US tax purposes

Business combinations

The recent trend has been to use strategic business combinations as an

opportunity to invert

If a US company and a foreign company combine, and the foreign

company would comprise greater than 20% of the value of the combined

company, the US company may invert in connection with the

combination



Successful inversion

Successful Inversion: Anti-

inversion rules do not apply

New UK Parent

Foreign Subs

Shareholders

USCo

55%


Shareholders

45%

UK PLC

Assume a US company is contributed to a

new UK company and a UK company is

contributed to the new UK company. The

new UK company does not have substantial

business activities in the UK. Former

shareholders of the US company receive

55% of the new UK company

This is an acquisition of substantially

all of the properties of a US company

There are no substantial business

activities in the UK

But former shareholders of the US

company only own 55% of the new UK

company

After this business combination, anti-

inversion rules do not apply

BUT NOTE: If the threshold were reduced to

less than 50% under the recent legislative

proposal, this would be a failed inversion

Foreign Subs

Treasury’s response


On September 22, 2014, Treasury issued guidance (Notice 2014-52) to try to further limit inversion transactions

The guidance introduced new rules to (1) make it more difficult for a US company to invert and (2) make it more difficult for successfully inverted companies to take advantage of their new status as foreign corporations

Making it more difficult to invert: the percentage owned by the former shareholders of the domestic target

The new rules would exclude certain passive assets of Foreign Parent that are intended to “stuff” Foreign Parent, and would challenge certain “skinny down” pre-inversion distributions and pre-inversion spin offs by the domestic target

Making it more difficult to reap post-inversion benefits

Treat certain “hopscotch” loans from Foreign Subs to Foreign Parent as loans to USCo (potentially implicating the deemed dividend rules under the anti-deferral rules)

Limit the ability to decontrol Foreign Subs

Limits transactions that may repatriate earnings from Foreign Subs to Foreign Parent (bypassing USCo)

Still available, but on discussion list: debt pushdowns to US from foreign parent

CURRENT ISSUES IN

STATE AND LOCAL

TAXATION


Current issues in state and local taxation

Sales tax on digital goods and online services

Resales

Multiple points of use

New York combined reporting for unitary businesses

Chicago lease tax

Others

Update on Marketplace Fairness Act

Taxation of technology transfer agreements in California

Shift to market based sales factors for income tax apportionment

San Francisco gross receipts tax

Update on MTC sales factor cases

Illinois whistleblower


Sales tax on digital goods and

online services

States response to eroding sales tax base

Tax base extended to tax online service transactions

Software downloads

Remotely accessed software

Some exemptions (California – no tax on electronic transfers, New Jersey

– downloaded software for business use)

Recent California proposals to extend tax to services



online services

Example: services taxable in Washington state

“Digital automated services” means with certain state exceptions, “any

service transferred electronically that uses one or more software

applications”

The “sale of prewritten computer software to a consumer, regardless of the

method of delivery to the end user”

Services not taxable in Washington state

“Data processing services,” defined as a “primarily automated service. . .

where the primary object of the service is the systematic performance of

operations by the service provider on data supplied in whole or in part by

the customer to extract the required information. . .or to convert the data to

usable information”

Washington approach likely to be followed by other states



online services – resales

Digital automated services cannot be resold for incorporation into certain

other taxable services but are instead considered “consumed” by the

purchaser. DAS therefore is taxable in certain business to business

transactions

Washington courts, however, provide that intermediate services that are

integral and an “inseparable component” of an end user service, are not

taxable

See Washington case law


Sales tax on digital goods and online

services – multiple points of use

Where are digital goods or online services provided?

Where are digital goods or online services delivered?

What is the location of customer personnel who use or access the goods

or services?

What if information is unknown to the vendor?

Vendor should attempt to maintain accurate books and records.


New York combined reporting for

unitary businesses

New York combined reporting effective 1-1-15

Combined reporting requirements

Corporations connected by majority ownership

Corporations must be engaged in unitary business

Unitary business parameters not defined. California law likely to be

relevant

Prior combination standard was distortion or substantial intercorporate

transactions

Lack of clear standards increases the possibility of inconsistent audit

positions based on largest revenue benefit to the state

New York City also employing unitary combined reporting


Chicago lease tax

Recently issued rulings by the City of Chicago extend the personal

property lease tax (9%) to “applications available to a customer through

access to a provider’s computer and its software”

The city’s Department of Finance interprets access to computer

applications as extending to “cloud computing, cloud services, hosted

environment, software as a service, platform as a service, or

infrastructure as a service,” including situations where a customer “uses

the computer and its software to input, modify or retrieve data or

information”

Taxable event occurs at “the location of the terminal or other device by

which a user accesses the computer”

Vendor tax collection obligation still requires nexus with Chicago

As a result of taxpayer complaints and lawsuit threats, implementation

has been pushed back to January 1, 2016


Other current state and

local tax issues

Other Issues

Update on Marketplace Fairness Act

Taxation of technology transfer agreements in California

Shift to market-based sales factors for income tax apportionment

San Francisco gross receipts tax

Update on MTC sales factor cases

Illinois whistleblower


PRESENTERS


48

Eric Ryan concentrates in international tax planning, transfer pricing, post merger

integration of legal entities, and operations and tax controversy.

Eric has over 25 years of experience, both as a tax partner advisor and an internal

corporate tax director, on key international tax structuring issues. His clients are

primarily in the high technology industry, including software, hardware, semiconductors

and life sciences companies.

Eric's experience includes advising clients in choice of location for their operations;

conducting direct negotiations for tax holidays in countries such as Switzerland,

Singapore and others; advising on intercompany arrangements that minimize Subpart

F and similar tax issues; and advising on intercompany economic terms that seek to

maximize profits in appropriate jurisdictions. He advises on the use of holding

companies, the valuation of transfer of tangible and intangible property, and the

establishment of cost-sharing operations. Eric is experienced in developments of

advice pricing agreements (APA’s) and intercompany debt and equity.

Eric is a Pro Bono Coordinator for the East Palo Alto office.

ENGAGEMENT HIGHLIGHTS

On behalf of the Government of the United States Virgin Islands, Eric worked to obtain

the favorable guidance from the US Treasury and Internal Revenue Service ultimately

contained within Notice 2006-76, relating to the qualification of certain e-commerce

business models for income tax exemptions in the USVI.

Eric Ryan Of Counsel

Co-Chair, Transfer Pricing

Practice

[email protected]

T: +1 650 833 2118

F: +1 650 687 1192

2000 University Avenue

East Palo Alto, CA 94303-2214

United States

Eric Ryan


49

Hugh Goodwin concentrates in state and local tax including taxation of e-commerce

transactions.

He is experienced in tax planning and tax controversy representation throughout the

audit and appeal process in sales and use tax matters, including the taxation of

services, click-through nexus and attributional and affiliate nexus. A significant amount

of Mr. Goodwin’s practice involves developing strategies for e-commerce businesses

regarding the application of state tax laws to software as a service and other cloud

computing products.

Recent Matters

Assisted telecom clients with Universal Service Fund analysis regarding proper treatment of

bundled data, text and calling charges

Represented client providing E9-1-1 emergency service technology to wireless carriers, in state

sales tax dispute

Advised wireless telecommunications service provider on proper application of local California

municipal telecommunications taxes to state mandated public utility contribution fund charges

Revised existing operational structure to minimize sales and use tax collection obligations for

company engaged in e-commerce marketplace transactions

Developed legal analysis and strategy to support sales and use tax nexus position of nationwide

consumer equipment seller engaged in online and in-store transactions

Assisted California equipment wholesaler with structure of distributor/reseller arrangements to

minimize state sales tax collection obligations

Obtained a favorable settlement in a $2 million California tax dispute regarding the unitary nature

of a taxpayer’s commercial technology and government contracting businesses

Hugh Goodwin Partner

[email protected]

T: +1 650 833 2262

F: +1 650 687 1174



United States

Hugh Goodwin


50

Chris Kotarba is an International Tax associate in DLA Piper’s Silicon Valley

office. His practice consists primarily of international tax planning and

transfer pricing. He has helped numerous technology, pharmaceutical and

medical device companies expand globally in a tax-efficient manner.

Chris has co-published an article on taxpayer-initiated transfer pricing

adjustments and a chapter in Taxation of International Partnerships (IFBD

2014).

Chris received his J.D. from Columbia Law School and an LL.M. in Taxation

from New York University School of Law. At Columbia, he was Managing

Editor of the Journal of Transnational Law and interned in the Large and

Mid-Size Business (now the Large Business and International) division of

the Office of the Chief Counsel to the IRS. At NYU, he was awarded the

William Duffy Memorial Scholarship by the New York Chapter of the Tax

Executives Institute.

Chris is a member of the San Francisco Foreign Tax Club and Co-Chair of

the Bay Area Young Tax Lawyers.

Chris Kotarba Associate

[email protected]

T: +1 650 833 2156

F: +1 650 687 9356



United States

Chris Kotarba


Corporate Tax Update: What Every Corporate Counsel Needs to Know

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