International Tax

Domestic and foreign clients regularly retain Steptoe & Johnson LLP for tax-efficient structuring of their cross-border transactions and operations. We also frequently represent our clients with respect to international tax matters before Congress, the Treasury Department, the IRS, and the courts, as well as foreign tax authorities. Our strengths in these areas are demonstrated by our successes, achieved by leading lawyers with decades of practical experience and a strong commitment to solving our clients’ problems with practical judgment, technical skill, professionalism, and integrity.

Steptoe attorneys assist clients in planning or implementing transactions, with the understanding that an audit or controversy may ensue. Our substantial tax litigation experience enables us to anticipate how issues may be presented in the controversy context, and to plan effectively for that possibility. Decisions made at the pre-controversy stage about substantive strategies, procedural tactics, and privilege questions may have a dramatic impact should litigation be necessary.

Additionally, clients benefit from our European tax presence. We provide advice on a variety of matters in Europe, including both income tax and value-added tax (VAT). Moreover, although the bulk of our tax practice involves advising corporate clients, we also advise high-net-worth individuals with respect to their income tax and estate planning issues.

Representative Matters

Large Transactions

Acted as lead tax counsel to the acquirer in $5 billion, 80 country stock and asset acquisition.
Advised on the US initial public offering of a technology company with substantial Canadian operations.
Advised a public high-tech company on public listing and potential spin-off of subsidiary.
Advised a large lender regarding withholding tax aspects of large cross-border financing.
Advised a large foreign-based multinational consumer products group on a multi-billion-dollar split-off transaction.
Represented a large, diversified, foreign-based multinational in connection with the demerger (spin-off) of a major multinational manufacturing and distribution company.
Advised a large foreign-based multinational in connection with a multi-step internal restructuring, tender offer, and joint venture.
Advised a foreign-based high-tech firm in connection with its initial public offering and listing on foreign exchanges.

Operational Structuring & Restructuring

Advised leading consumer products company on permanent establishment and transfer pricing aspects of supply chain restructuring.
Advised publicly traded high-tech company on complex internal cross-border restructuring.
Advised leading non-US multinational corporation on tax-sensitive cross-border restructuring.
Advised a large, publicly traded non-US based financial institution on internal restructuring of US operations.
Evaluated permanent establishment and transfer pricing exposure of a public high-tech multinational’s world-wide manufacturing, distribution, and commissionaire operations; assessed adequacy of financial statement reserves and provided comfort to auditors regarding the structure and operations; acted as worldwide coordinating counsel for the group; made recommendations for, and implemented, changes in structure.
Advised a publicly traded multinational in connection with the post-acquisition restructuring of a newly acquired multi-billion dollar multi-jurisdictional group.
Advised a large public media company in connection with the structuring of its European expansion.
Advised a large, publicly traded financial institution in connection with the restructuring of its Canadian operations.
Advised a foreign airline on the establishment and unwinding of leasing operations.
Advised a Silicon Valley technology company with respect to tax efficient ownership of intellectual property.
Advised a televised entertainment and celebrity company with respect to tax efficient ownership of intellectual property.
Evaluated all income tax aspects of historic and contemplated operational and transactional matters for a foreign luxury goods manufacturer, distributor, and retailer.
Advised a US-based multinational in connection with the financial and operational restructuring of its European businesses.
Advised a large multinational power company on structuring its US operations and investment.
Advised a foreign client in connection with the structuring of an international leasing business.
Advised a publicly-traded foreign group regarding transactional and other potential means for resolving tax issues associated with “sandwich” structure.
Advised a large foreign petroleum company with respect to the establishment of its US operations.

Legislative and Regulatory Advocacy

Counseled various large, publicly traded companies on fundamental tax reform.
Represented financial institutions before Congress and Treasury with respect to the Foreign Account Tax Compliance Act ("FATCA").
Represented a large, publicly traded, non-US based financial institution before Congress, Treasury, and the IRS in connection with removing tax barrier to government-assisted acquisitions.
Represented a large, publicly traded, non-US based financial institution before Congress and Treasury in connection with the equalization of tax treatment of corporate capital losses and net operating losses.
Represented numerous companies in connection with international tax legislative proposals.
Represented a large, publicly traded, non-US based financial institution before Congress, Treasury, and the IRS in connection with thin capitalization rules.
Obtained ruling for large publicly-traded financial institution in connection with change of taxable year.
Represented a large public consumer products company in connection with multi-billion dollar issue arising under guidance explaining the Homeland Investment Act.
Represented one of the largest privately held corporations in the United States before Treasury regarding guidance under the Homeland Investment Act.
Represented a foreign client in connection with the effective date of legislation affecting expatriates.
Represented a large, publicly traded financial institution in connection with the treaty approval process.
Represented a large foreign-based multinational consumer products group before Congress and Treasury with respect to threatened adverse legislation affecting a multibillion dollar split-off transaction.
Represented a large telecom company in connection with legislation affecting the disposition of large and highly appreciated foreign assets.

Transfer Pricing
Our attorneys have been involved in many transfer pricing matters, including planning strategies, documenting positions, defending positions before the US and foreign governments, defending positions before attest auditors, obtaining APAs, and other matters. Some representative matters handled by our attorneys are listed below:

Advised large non-US based financial institution on transfer pricing aspects of major cross-border restructuring.
Advised large publicly-traded financial institution with regard to global transfer pricing review and implementation of revised methodology.
Advised international chemical and materials corporation in connection with international migration of intangibles.
Acted as lead advisors in 21-country transfer pricing revision project initiated for multi-billion dollar group that could no longer rely on documentation used by the group from which it was spun off.
Advised large publicly traded multinational in connection with transfer pricing strategy risks, opportunities, and implementation issues relating to a high-profit multi-billion dollar business segment.
Devised transfer pricing methodology and negotiated an APA with the IRS for a global brokerage operation with emphasis on valuable trading strategies.
Assisted a high-tech company with complex transfer pricing planning, ensuring financial audit readiness in going-public context.
Achieved 100 percent concession from the IRS on a significant cross-border royalty issue.
Played the leading role in judicial resolution of a number of arm’s length pricing cases.
Advised a major telecommunications company in connection with proposed revisions to its cross-border royalty arrangements.
Assisted a major consumer products company with the resolution of large multi-country matter involving transfer pricing adjustments as well as the impact of those adjustments on the foreign tax credit and under our controlled foreign corporation rules.
Headed teams preparing contemporaneous documentation under the transfer pricing rules.
Assisted a major financial institution in resolving a difficult transfer pricing examination with the tax authorities of a major Asian country.
Advised a major financial institution on a complex US-UK-Japan transfer pricing matter involving global dealing, treatment of adjustments to hybrid entities, and other issues.
Negotiated numerous APAs involving global trading in financial instruments.

Competent Authority & Other Treaty Matters

Represented multinational before US competent authority regarding residency certificate.
Represented high-net-worth individual in connection with US information exchange and treaty residence aspects of Japanese audit.
Represented the securities industry before the US Competent Authority to obtain an interpretive agreement under the US-Japan tax treaty.
Represented a multinational medical and scientific device company before the US Competent Authority to obtain a taxpayer-specific agreement under the US-French treaty regarding the potential double tax resulting from a French thin capitalization adjustment.
Represented trust fiduciaries and high-net-worth individuals in connection with competent authority and other aspects of the application of adverse foreign legislation.
Advised a foreign airline on the effects of international agreements.
In connection with a French tax controversy, advised a foreign professional services company on its treatment under the French-US tax treaty.
In connection with a Japanese tax controversy, advised a major US investment bank on the proper application of OECD principles embodied in the US-Japan tax treaty.

Controversy

Represented a large financial institution in connection with a major controversy involving treaty limitation on benefits, contingent interest, active trade or business, and other issues.
Represented a large multinational consumer products company before IRS Appeals regarding a complex matter involving the interaction of the foreign tax credit, deferral, and transfer pricing rules.
Represented a hedge fund group in connection with multi-jurisdictional audit issues.
Represented a large multinational media company before IRS Appeals in connection with a major FSC controversy.
Advised several clients in connection with IRS audits of stapled stock and other tax-sensitive cross-border structured transactions.
Represented a high-tech services company before the IRS in connection with a significant transfer pricing controversy.
Represented a multinational diversified manufacturer before the IRS Appeals in a matter relating to the capitalization of the cost of buying out Chinese minority partners.
Represented a foreign airline in connection with the application of US excise taxes.

Investment Fund, Private Equity & Joint Ventures

Developed an advantageous structure for a foreign pension fund’s sponsorship and capitalization of US real estate-related investment funds.
Represented a large closely held foreign investment fund with respect to complex restructuring of US partnership investments.
Represented a high-net-worth family on all aspects of its substantial foreign business and investment holdings.
Advised a large multinational media company on structuring its theatrical joint ventures with non-US partners.
Advised in connection with investments in numerous private equity funds.

Planning

Advised prominent luxury goods manufacturer, distributor, and retailer on tax-efficient restructuring of US consolidated group and foreign migration of US business.
Advised a large financial institution in connection with a tax-sensitive structure for recapitalizing foreign operations.
Advised a large multinational consumer products company regarding a tax-sensitive restructuring of its German subsidiary debt.
Advised a large non-US advertising company on a multi-billion-dollar repurchase agreement (repo) financing transaction.
Advised a US multinational on the US tax consequences of an intercompany debt restructuring involving important income re-sourcing and foreign exchange issues.
Advised a US multinational on the US tax consequences of foreign loss surrendering strategy.

Other Consulting

Served as testifying expert on treaty and qualified intermediary issues in major John Doe summons case.
Served as testifying expert witness on international tax arbitrage issues in major New Zealand tax case.
Advised large non-US based financial institution on structured products issues.
Advised international engineering company on tax issues arising in connection with Foreign Corrupt Practices Act investigation.
Assisted a high-tech company on complex withholding tax, earning stripping, and permanent establishment issues, ensuring financial audit readiness in going-public context.
Advised a large financial institution in connection with and opined on a novel financial product in an area under heightened scrutiny by the IRS.
Advised a large financial institution in connection with and opined on the acceptability of a novel tax withholding procedures.
Advised a large entertainment company in connection with difficult withholding tax issues.
Advised a large foreign financial institution in connection with acceptability of structured product transactions under US and general international tax principles.
Advised a large high-tech company in connection with the treatment of exchangeable stock structure.
Advised high-net-worth individuals on voluntary disclosures of failure-to-file and failure-to-pay issues.
Assisted a large public high-tech company on foreign base company services income risk assessment to help ensure financial audit readiness.
Assisted a large public high-tech company with respect to excess foreign tax credit and expense allocation planning, 80-20 company planning, and various other issues.

Governments & Other Specialized Clients

Advised international financial institution on use of and investments in tax havens.
Advised sovereign governments on international and domestic tax matters.
Represented multilateral lending institutions.

Noteworthy

Phil West is ranked in Tier 1 by Chambers Global 2011 for international tax practice
Recommended by Chambers Global 2011 for Tax: Corporate & Finance (US) and Mark Silverman is ranked for corporate tax
Phil West and Mark Silverman were listed in the 2011 edition of The International Who's Who of Business Lawyers for corporate tax
Best Lawyers in America 2011 list Michael Durst, Mark Silverman, and Philip West for tax law
Recognized in International Tax Review's "World Tax 2009," notably mentioning Phil West for international tax, Mike Durst for transfer pricing, and Mark Silverman for mergers and acquisitions
Phil West served as the Treasury Department's International Tax Counsel, the highest ranking international tax official in the US government
Mike Durst served as director of the IRS' Advance Pricing Agreement Program, where he managed and operated its successful tax dispute resolution program

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Publications

Basics of US Tax-Free Spin-Offs Under Section 355
November 2011, International Taxation
Racing to a Locked Door? SEC Issues Final Whistleblower Bounty Rule and Announces First Deferred Prosecution Agreement, Revealing Competing Incentives for Corporate Self Reporting
June 7, 2011
BAE Systems Settles Civil Charges of ITAR Violations for $79 Million
May 24, 2011
UK Tax Law Update - UK Budget Report Summary
March 2011

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