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New IRS Partnership Audit Rules: Impact on

Private Equity and Hedge Funds Partnership Level Tax, Push-Out Elections, Partnership Representative Provisions and More

Today’s faculty features:

1pm Eastern | 12pm Central | 11am Mountain | 10am Pacific

WEDNESDAY, JANUARY 24, 2018

Presenting a live 90-minute webinar with interactive Q&A

Kristen E. Hazel, Partner, McDermott Will & Emery, Chicago

Kevin Spencer, Partner, McDermott Will & Emery, Washington, D.C.

Madeline Chiampou Tully, Partner, McDermott Will & Emery, New York

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New IRS Partnership Audit Rules: Impact

on Private Equity and Hedge Funds

Madeline Chiampou Tully, Partner, McDermott Will & Emery

Kristen Hazel, Partner, McDermott Will & Emery

Kevin Spencer, Partner, McDermott Will & Emery

January 24, 2018

Topics

Background on the repeal and replacement of the audit rules governing partnerships (TEFRA)

The default rule – tax is assessed and collected at the partnership level

Modifications of the imputed underpayment, including the pull-in election

The push-out election

Opt-out election

Partnership Representative designation and authorities

International considerations

Changes to partnership agreements

Some tax reform items to consider

www.mwe.com 6

Introduction

Bipartisan Budget Act of 2015 (BBA) enacted on November

2, 2015.

Repeals TEFRA and replaces with a new unified partnership

level audit.

Significant changes to the rules governing U.S. federal

income tax audits of partnerships (New Audit Rules).

Took effect for taxable years beginning on or after January 1,

2018.

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Applicable BBA Regulations

June 13, 2017 – proposed regs providing procedure, the determination of the amount of taxes, interest, and penalties owed, and other consequences to adjustments to p’ship return.

November 30, 2017 – proposed regs providing guidance on application of certain international rules under BBA.

December 19, 2017 – proposed regs address §6226 push-out election in tiered p’ship structures, and certain issues involving tax assessment, collection, penalties, and interest.

January 3, 2018 – final regs relating to electing out of BBA per §6221(b).

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Life Before TEFRA

In 1982, Congress passed the Tax Equity and Fiscal Responsibility Act (TEFRA).

Before the passage of TEFRA, the IRS could not audit partnerships at the entity level.

– Instead, any audit adjustment had to be made to an individual partner’s return pursuant to an audit of the individual partner.

– Led to inconsistent results--one partner’s settlement or judicial proceeding was not binding on another.

Statute of limitations applied to the partner, not the partnership.

There was no duty for partners to report items consistently with the partnership.

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Audits Under TEFRA

Unified Partnership Level Proceeding:

Shifted audit of partnership “items” from the partner to the partnership by

mandating that the tax treatment of any “partnership item,” as well as the

applicability of any penalty, addition to tax, or additional amount that relates to an

adjustment to a partnership item must be made at the partnership level.

Audit of partnerships were unified proceedings.

Generally, the IRS was required to issue formal notice directly to all known

partners at the start of an audit.

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Audits Under TEFRA (cont.)

Consistency Requirement- Generally, TEFRA required each partner’s treatment of partnership items be consistent with the treatment of those items at the partnership level.

Treatment was consistent for all partners - Consistency requirement applied both to the filing of a partner’s return and if the partnership return is adjusted as the result of an audit.

Tax Matters Partner -“Tax matters partner” (TMP) was the partner in charge of coordinating the audit and judicial proceedings for the partnership; had to be a partner.

Individual partners also had the right to participate in an audit or judicial proceeding and to negotiate a settlement directly with the IRS.

No penalties for TMP who did not perform duties, i.e., notice to fellow partners.

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Audits Under TEFRA (cont.)

Final Partnership Administrative Adjustment:

Audit ended when the IRS mailed to the TMP (and to each partner who did not settle) a notice of Final Partnership Administrative Adjustment (FPAA).

Partners could challenge the IRS’s findings from the audit in court even if the TMP chose not to do so.

Statute of Limitations:

The IRS had one year after the issuance of the FPAA to audit and collect tax in respect of partnership items from the individual partners.

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TEFRA – The Failed Experiment

– Too much complexity

• Issues arose as to the applicable statute of limitations, which items were

partnership items requiring consistent treatment, etc.

• Made administration and enforcement of the tax difficult and inconsistent.

• Linking partnership returns (Forms 1065), Schedule K-1s, and partners’

returns (Forms 1040) is laborious.

• No capability to automate the process.

• Partnership audit adjustments must be manually determined based upon the

ownership share reported on the relevant Schedule K-1.

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TEFRA – The Failed Experiment (cont.)

– No remedy if the TMP failed to notify other partners of audits or

determinations.

– An increase in large tiered partnerships exacerbated the difficulties the

IRS faced in auditing and making adjustments to tax liability for

partnerships.

– Pass-through audit adjustments for numerous partners may not be worth

it.

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TEFRA – The Failed Experiment (cont.)

From 2002-2011, the number of large partnerships more than

tripled but only 0.8% of such partnerships were audited.

– The GAO defined “large partnerships” as those with 100 or more direct

and indirect partners and $100 million or more in assets.

The audit rate for corporations with $100 million or more in

assets was 27.1% in the same period.

Audit Rate for Large Partnerships and Large Corporations, Fiscal Years 2007 to 2013

Fiscal Year

2007 2008 2009 2010 2011 2012 2013

Large Partnerships

Audit Rate 0.5% 0.6 0.6 1.4 0.7 0.8 N/A

Large Corporations

Audit Rate 20.6 21.4 20.8 20.6 23.1 27.1 27.4 Source: GAO analysis of IRS data from IRS data book and Audit Information Management System, Compliance Data Warehouse, I GAO-14-732

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What Led to the New Partnership Audit

Rules

Congress’s Motivation

– Simplify and facilitate IRS audits and adjustments with respect to

partnerships and LLCs taxed as partnerships, particularly tiered

partnerships.

– Consistent partnership reporting and auditing.

– Potential increases in revenue with more streamlined, and thus

potentially more frequent, audits of partnerships.

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What Led to the New Partnership Audit

Rules (cont.)

How Do the New Rules Address and Fix the Problems with

TEFRA

– Streamline audit and adjustment procedures for partnerships by

allowing collection at the partnership level.

– Places onus on the partnership to apportion tax liability among the

partners, after an adjustment, by taxing at the partnership level.

– Forces the partnership to gather amended K-1s and facilitate the

pushout of the taxes and penalties to individual partners.

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What Remains the Same

Still a unified proceeding for the audit of partnership items.

Still a duty of consistency:

– A partner shall, on the partner’s return, treat each item of income, gain,

loss, deduction, or credit attributable to a partnership in a manner

which is consistent with the treatment of such income, gain, loss,

deduction, or credit on the partnership return.

– Partner can avoid consistency requirement by filing a statement

identifying the inconsistency.

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Key Changes

New default regime provides for tax adjustments at the

partnership level and the collection of taxes, penalties, and

interest from the partnership (i.e., entity level tax!).

Partners do not have right to be notified of or participate in

the audit, the administrative appeal, or a judicial review of a

final partnership adjustment.

Partnership Representative replaces Tax Matters Partner.

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Opt-Out Election

Certain partnerships may elect to opt out of new partnership

audit regime.

If election is made, pre-TEFRA rules apply, meaning no

unified proceeding

IRS must initiate audit of individual partner returns and collect

assessed tax directly from the partner.

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Electing out of BBA

§6221(b) -- Election out for certain partnerships with 100 or fewer partners

– Audit at partner level, not p’ship

Requirements:

– 100 or fewer partners during year (req’d to furnish 100 or fewer statements per §6031(b))

• Count number of K-1s

• If partner is S corp, number of S corp shareholder count towards 100 or fewer

– Must have all eligible partners to elect out:

• Eligible partner = individual, C corp, eligible foreign entity, S corp, or an estate of a decedent.

– Eligible foreign entity = entity treated as a C corporation if it were domestic

– S corp is eligible even if some of its shareholders would not otherwise be eligible

• Who’s not eligible? DREs, p’ship, trusts, foreign non-corporate entities not eligible, etc.

• Eligible partner rule likely means most private equity and hedge funds cannot elect out of BBA.

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How do you elect out?

Annual election on p’ship return

Must provide name, TIN (for all partners, including non-U.S.

partners), and classification (i.e., C corp), and each

shareholder of a partner that is an S corp

P’ship must notify each partner of the election within 30 days

(any method).

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Operative Provision for Partnership-Level

Assessment

§6221(a)

Any adjustment to items of income, gain, loss, deduction or

credit of a partnership for a partnership taxable year (and any

partner’s distributive share thereof) shall be determined, any

tax attributable thereto shall be assessed and collected, and

the applicability of any penalty, addition to tax or additional

amount which relates to an adjustment to any such item or

share shall be determined, at the partnership level pursuant

to this subchapter.

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Imputed Underpayments

Partnership must pay tax on partnership level adjustments,

called the “imputed underpayment.”

The imputed underpayment is the net adjustment of items of

income, gain, loss, or deduction multiplied by the highest tax

rate in effect for the reviewed year under § 1 or 11.

– Highest rate is currently the 37% rate applicable to individuals.

Adjustment that reallocates distributive share of item from

one partner to another is taken into account by disregarding

any decrease in income or gain and any increase in

deduction, loss, or credit.

25 www.mwe.com 25

Imputed Underpayments (cont.)

Adjustments to credits are added to or subtracted from the

amount determined above.

Imputed underpayment is assessed in the year in which the

audit is finalized (the “adjustment year”), not the year under

review (the “reviewed year”).

Since the imputed underpayment is payable in year

assessed, the tax assessment is borne by the adjustment-

year partners (even if they did not own an interest in the

reviewed year or owned a different interest).

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Example

IRS audits partnership and increases ordinary income by $2,000,

disallows deductions by $500, increases LTCG by $1,000 and

decreases long-term capital loss by $500. The ordinary items are

grouped together, resulting in an adjustment of $2,500. The same is

done for the capital gain items, resulting in an adjustment of $1,500.

The two adjustments are then combined to a total adjustment of

$4,000. The adjustment is multiplied by 37% (the highest rate of tax)

to arrive at an imputed underpayment of $1,480.

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Modifications to the Imputed Underpayment

Partnership has 270 days after the “notice of proposed

partnership adjustment” to seek the following modifications to

reduce the imputed underpayment:

– Adjustment allocable to a reviewed-year partner that is a tax-exempt

organizations.

– Allocation allocable to a reviewed-year partner that is a C corporation.

– Reviewed-year partners include individuals and adjustments are

increases in capital gain or qualified dividend income.

28 www.mwe.com 28

Modifications to the Imputed Underpayment

(cont.)

Under a “pull-in” procedure, the imputed underpayment may be reduced to the extent the reviewed-year partners file amended returns taking into account their share of the partnership’s adjustments and pay the resulting tax for both the reviewed year and any subsequent year with respect to which any tax attribute is affected by reason of the partner taking the adjustment into account in the reviewed year.

– If all reviewed-year partners file amended returns, the imputed underpayment could be zero.

– If only some partners file amended returns, the partnership pays the tax on the share of the adjustment allocable to the partners that do not.

– If adjustment is a reallocation of items from one partner to another, all partners affected by the adjustment must file amended returns.

www.mwe.com 29

“Push-Out” Election in §6226

Partnership can elect out of entity-level tax within 45 days of

receiving the final audit adjustment notice.

– Avoid p’ship having to make payment

To do so, partnership furnishes each reviewed-year partner

with a statement (similar to a K-1) of such partner's share of

any adjustment.

Reviewed-year partners are subject to tax in year in which

“statement” showing partner’s share of any adjustment is

received.

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Push-Out Election (cont.)

Tax liability determined as follows:

– Calculate “increase” in tax liability for the reviewed year and all

intervening years as if the partner’s share of adjustments were taken

into account for the reviewed year, including those adjustments that

would have been disregarded in determining imputed underpayment.

– Include effect of hypothetical increase on tax attributes.

– Years in which partner would have owed less taxes are not taken into

account.

Total of additional taxes due with tax return for the year in

which the statement is received.

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Push-Out Election (cont.)

Interest rate on imputed underpayments is determined at the

partner level and is 2% higher than the rate for imputed

underpayments which are not pushed-out.

An entity level liability is imposed if a partnership does not

pay or push-out.

Partners are bound by the adjustments shown on the

statements; no administrative or judicial recourse.

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Push-Out Election for Tiered P’Ships:

Application to typical hedge fund structure

www.mwe.com

Trading, investments and leverage

Domestic Feeder (Delaware LP)

General Partner (Delaware LLC)

Investment Manager Master Fund (Delaware LP or

Cayman LP)

Foreign Feeder

(corp. for U.S. tax

purposes)

Management fees

Shareholders

Principals

Incentive

allocation Limited

partners

Foreign feeder will either invest

directly in the Master Fund or

through a tax partnership

vehicle created to provide the

GP a carried interest on foreign

feeder’s investment returns.

U.S. Taxable

Investors

Foreign &

Tax-Exempt

Investors

33

Push-Out Election for Tiered P’Ships

Proposed regs give guidance

– At each tier, pass-thru partner may choose to pay tax or push it out to

its partners, shareholders, beneficiaries; failure to make choice will

obligate such partner to pay

– Rules for making statements to next tier and computing the adjustment

– Due date to make payment is the extended due date for the return for

the adjustment year of lower-tiered p’ship that made election

– Rules for filing administrative adjustment request (permitting taxpayers

to receive refunds of any tax overpayment)

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Push Out Election – Penalties

Proposed regs give guidance

– Rules to calculate penalties, additions to tax, and other amount by

partners when push out election made.

– Compute/test penalties by applying specific rules/thresholds based

upon facts and circumstances of that partner as if correction amount

were an underpayment or understatement for the first affected year.

– Partner can assert a personal defense against penalties (i.e.,

reasonable cause) by first paying tax and penalty due and then filing a

claim for refund based upon the specific defense.

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Push-Out Election – Factors to Consider

in Making Election

Size of the adjustment.

Cash flow available to pay the adjustment.

Ability to recoup cost of adjustment paid by partnership from future cash flow.

Time and expense of preparing adjusted K-1’s for reviewed-year partners.

Extent of turnover among partners between current year and reviewed year.

Cost of additional 2% interest.

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Push-Out Election – Factors to Consider

in Making Election

New partners will want push-out election to be agreed to in

the partnership agreement

Partnership agreement should also contain indemnity

provisions for partners to insure each partner is only liable for

own taxes (discussed later)

The push-out election may be difficult in practice as each

partnership must push-out the adjustments to its partners

and must have detailed information about each partner

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Partnership Representative

The partnership must designate a partnership representative, who has the sole

authority to act on behalf of the partnership in an audit.

A partnership and all partners are bound by actions taken by the partnership and

any final decision with respect to the partnership.

The partnership representative does not have to be a partner, but must be a

person with a substantial presence in the United States.

If the partnership fails to designate a partnership representative, the IRS can

select "any person" to be the partnership representative.

Under proposed regulations, if the partnership representative is an entity, the

partnership must also designate an individual to act on the entity’s behalf.

www.mwe.com 38

International Partnerships

Proposed regulations were released November 30, 2017 addressing how certain international rules operate in the context of the centralized partnership audit regime.

–Withholding of tax on foreign persons

–Withholding of tax to enforce reporting on certain foreign accounts

– Treatment of creditable foreign tax expenditures of a partnership

www.mwe.com 39

International Partnerships

Withholding of tax on foreign persons

– Current rules require withholding on certain U.S. source income –

FDAP

– Current rules also require withholding with respect to non-U.S.

partner’s share of effectively connected income

– New rules impose a partnership level tax

• Coordination rules provided so that the tax is collected only once with

respect to the same adjustment.

– Similar coordination rules for withholding with respect to foreign

accounts.

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International Partnerships

Foreign Tax Credits

– Treasury and IRS agree that the long-standing foreign tax credit rules

should be preserved while implementing the broader purpose of the

centralized partnership audit regime.

• Treatment of creditable foreign tax expense

• Application of the foreign tax credit limitation

• Treatment of credits under sections 902 and 960

www.mwe.com 41

Changes to LLC/Partnership Agreements

Perhaps no changes needed if you control the entity, but may

want to at least name Partnership Representative.

Provisions to consider if entity not controlled by you

– Board appoints partnership representative

– Partnership representative acts at the direction of the Board

– Board authorized or directed to opt out if possible

– Board authorized or directed to push out if possible

– Partners required to provide information needed to opt out or push out

– If entity pays tax, tax is charged to reviewed-year partners

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• Standards for selecting, terminating, and replacing the

Partnership Representative.

• Current practice has been to include a “Partnership

Representative” provision in the TMP section.

• Scope of Partnership Representative provision depends on

who you represent (i.e., total authority vs. partner consent at

some level).

Partnership Representative Drafting Points

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Partnership Representative Drafting Points (Cont.)

• Key issues include: notice to partners; duty to inform;

extending the statute of limitations; settling an audit; filing a

petition for readjustment; other material concessions.

• Decisions to pay tax or make push-out election? Must

partners approve? Which partners? What threshold? De

minimis payments? Other considerations?

• Indemnification of Partnership Representative?

• Obligation of Partnership Representative to seek

modifications to lower partnership rate of tax.

www.mwe.com 45

• Authority in partnership agreement to request partner-specific

information, and obligation to provide information. May include

confidential information (e.g., tax returns).

− Obligation of partners to file amended returns in order to reduce or

eliminate the imputed underpayment.

• Ability to pay tax from partnership accounts, or to call capital or

loans to pay the tax (and penalties for failure to contribute).

• Allocation of the tax burden among the partners.

• Indemnification and clawback from prior partners.

Partnership Representative Drafting Points (Cont.)

www.mwe.com 46

Buyer may want Partnership obligated to make push-out

election for prior years so that Buyer does not end up bearing

share of imputed underpayment paid by Partnership.

Partnership will want former partner to remain obligated to

pay tax on any adjustment pushed out to the reviewed-year

partners and to reimburse partnership for imputed

underpayment that relates to former partner.

Buying/Selling Interest in Existing

Partnership

www.mwe.com 47

The Partnership Representative has the sole responsibility of

extending statute of limitations.

The statute of limitations expires within three years from the

later of:

– The date the partnership return for the reviewed year was filed,

– The due date for such partnership return, and

– The date the partnership filed an Administrative Adjustment Request

for the year

Additional Considerations Statute of Limitations

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Additional Considerations Statute of Limitations (Cont.)

If the amount of unreported income exceeds 25 percent of

the gross income of the partnership for the reviewed year,

the IRS has six years (rather than three years) to make the

adjustment.

If the partnership does not file a return or files a fraudulent

return then there is no statute of limitations.

www.mwe.com 49

Tax Reform Has Significant Impact on Private

Equity Investors

Under the new tax law, individuals can deduct up to 20% of the “qualified

business income” they receive from a pass-thru (with limitations) for tax

years after 12/31/17 and before 1/1/26.

– Qualified business income is the net amount of domestic income

generated from taxpayer’s business.

– Excludes certain investment income, amounts distributed to partner

acting outside role as a partner, guaranteed payments for services

rendered to the partnership, or payments in the nature of

compensation.

• If the amount of qualified business income is negative, loss can be

carried forward.

– 20% deduction is limited where individuals taxable income exceeds

threshold amount ($157,000 single/$315,000 joint). www.mwe.com 50

Qualified Business Deduction

▪ If exceed threshold, amount of deduction is limited to lesser of: (a) 20% of the qualified

business income; or (b) the greater of (i) 50% of the W-2 wages paid to employees by the

business, or (ii) the sum of 25% of the W-2 wages paid plus 2.5% of the unadjusted basis

immediately after the acquisition of all “qualified property.”

▪ If income exceeds the threshold, there is another limitation for an individual earns income

“specified service business.”

• A specified service business includes businesses that perform financial services,

investing, investment management, and any business where the principal asset is the

reputation of the employees.

• No deduction is permitted where income from a specified service business exceeds the

threshold.

– Individual investors in PE funds that invest in portfolio companies organized as pass-thrus

are eligible for 20% deduction (subject to limitations) on qualified business income from

those investments, but the income from management activities will not be.

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Limitations on Interest Deductibility

Business interest deductions limited to sum of business interest

income plus 30% of the adjusted taxable business income.

– For years before 1/1/22, determine adjusted income without regard for

deprecation, amoritization, or section 199 deduction.

– If meet gross receipts test (i.e., average annual receipts for 3 year does

not exceed $25m), exempt from limitation.

Limitation applied at p’ship – each p’er’s adjusted taxable income

increased by distributive share of p’ship’s “excess taxable income”

– Equal to 30% of p’ship’s adjusted taxable income minus difference of

business interest over business income divided by 30% of p’ship’s

adjusted taxable income

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Limitations on Interest Deductibility (cont.)

Special rules for partners to calculate interest deduction

limitation

Can carryforward unused business interest expenses of

partnership

Limitations on deductibility of interest will likely increase cost

of capital and may cause PE to rethink use of debt to finance

acquisitions.

Also may limit use of blocker entities

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Carried Interest

Pre-tax reform, profits paid to PE fund manager held for more

the 1 year = capital

Long term capital treatment after three year holding period;

§83 election does not change result

To get capital treatment, must be an “applicable partnership

interest” (i.e., profits interest), incudes substantial services

involving raising capital and investing in securities,

commodities, etc.

New law will affect PE investments for less than 3 years.

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Grecian Magnesite Vitiated

In Grecian Magnesite, Tax Court held sale of non-FIRPTA

p’ship interest will not be taxable to foreign holder, even if

p’ship engages in U.S trade/business.

Now gain/loss is effectively connected with U.S.

trade/business

Applies retroactively to sale on or after 11/27/17.

Foreign investors will likely to continue to use blocker entities

to avoid ECI characterization when making PE investments.

www.mwe.com 55

Madeline Chiampou Tully

www.mwe.com 56

Madeline Chiampou Tully represents clients on federal income tax matters relating to

taxable and tax-free mergers, acquisitions and divestitures, corporate restructurings

and finance transactions. Within these areas, her tax practice focuses on energy tax

issues, including advising on renewable energy transactions such as solar and wind

projects.

Madeline's areas of practice include:

– Renewable energy projects, including tax equity structures, refinancings, acquisitions and dispositions,

restructurings and workouts. Madeline has extensive experience with respect to the production tax credit as it

applies to wind, geothermal, biomass, hydro, waste, fuel cell and refined coal. She has worked extensively

with the investment tax credit for renewable projects, including utility-scale solar facilities and residential solar

portfolio projects. Recently, Madeline has worked with the many energy-related programs and legislation

included in the American Recovery and Reinvestment Act of 2009

– Mergers and acquisitions, including working with buyers and sellers of electric generation and gas facilities,

as well as of businesses outside of the energy sector. Madeline provides advice on corporate, partnership

and consolidated tax issues generally and those specifically related to electric generation businesses,

including agreements for treatment of power purchases, tolling, fuel and renewable energy credits

– New Markets Tax Credit projects, including assisting with transactions related to the use of the New Markets

Tax Credit and the Section 1603 grant in lieu of the investment tax credit with respect to several renewable

projects

Emory University, School of Law, JD, 2005 College of the Holy Cross, BA, magna cum laude, 2002

+1 212 547 5643

mchiampou@mwe.com

Kristen Hazel

www.mwe.com 57

Kristen E. Hazel has extensive experience representing clients in US and international

aspects of federal tax matters, including international acquisitions and divestitures,

international joint ventures, and capital plan design and implementation, including tax

planning with respect to intellectual property. Her work includes both inbound and

outbound transactions.

Kristen is the co-chair of the Firm's Captive Insurance Affinity Group. She regularly

counsels clients with respect to the tax aspects of organizing, operating and defending

captive insurance companies. She is chair of the Firm's New Business Committee and

is a member of the Firm's Professional Responsibility Committee.

Kristen frequently speaks on international tax topics for various professional

organizations. She is an adjunct professor at the University of Illinois Law School, the

John Marshall Law School and the Chicago-Kent College of Law.

Kristen is a co-founder of Tax in the City: A Woman's Tax Roundtable®, which consists

of women tax professionals with an interest in discussing substantive tax issues in a

collegial and confidential setting, and which meets regularly in Chicago and New York.

Loyola University of Chicago School of Law, JD, 1988 Wayne State University, BA, 1985

+1 312 984 3696

khazel@mwe.com

Kevin Spencer

www.mwe.com 58

Kevin represents clients in complicated tax matters, and advocates for them against

the Internal Revenue Service (IRS) and federal government at the administrative level

(e.g., Examination and Appeals Divisions), and litigates cases in court. He has

substantial knowledge of the rules and procedures that govern the IRS and the federal

courts, and privilege and confidentiality matters.

After earning his Masters of Law in tax, Kevin had the privilege to clerk for the

Honorable Robert P. Ruwe on the US Tax Court. Kevin is a prolific writer and lecturer

on a variety of tax topics, and is an active member of the Firm’s Pro Bono and

Community Service Committee. He is an editor of the Firm's Tax Controversy 360

blog, and was an adjunct law faculty member at Georgetown University Law Center. Georgetown University Law Center, LLM, with distinction, 2002 University of Miami School of Law, JD, cum laude, 1996 Mary Washington College, BS, cum laude, 1992

+1 202 756 8203

kspencer@mwe.com