International Tax

Domestic and foreign clients regularly retain Steptoe & Johnson LLP to minimize tax on 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.

Often, 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 effectively plan 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 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 public high-tech company on public listing and potential spin-off of subsidiary
Advised 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 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

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 structure and operations, and act as worldwide coordinating counsel for the group; make recommendations for, and implement, changes in structure
Advised publicly traded multinational in connection with post-acquisition restructuring of newly acquired multi-billion dollar multi-jurisdictional group
Advised large public media company in connection with the structuring of its European expansion
Advised large publicly traded financial institution in connection with restructuring of its Canadian operations
Advised a foreign airline on the establishment and unwinding of leasing operations
Advised silicon valley technology company with respect to tax efficient ownership of intellectual property
Advised 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

Transfer Pricing
Our lawyers 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 lawyers are listed below:

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 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 high-profit multi-billion dollar business segment
Devising transfer pricing methodology and negotiating APA with IRS for global brokerage operation with emphasis on valuable trading strategies
Assisted 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 major financial institution resolve a difficult transfer pricing examination with the tax authorities of a major Asian country
Advised major financial institution on 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 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 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 affect 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 large financial institution in connection with large controversy involving treaty limitation on benefit, contingent interest, active trade or business, and other issues
Represented a large multinational consumer products company before the IRS Appeals regarding a complex matter involving the interaction of the foreign tax credit, deferral, and transfer pricing rules
Represent hedge fund group in connection with multi-jurisdictional audit issues
Represented a large multinational media company before the 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

Advocacy

Represented 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 foreign client in connection with effective date of legislation affecting expatriates
Represented large foreign financial institution in connection with the treaty approval process
Represented several clients before Congress and Treasury regarding clarification of, or a transition rule for, overall foreign loss treatment under new basket consolidation rules enacted as part of the American 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 large telecom company in connection with legislation affecting the disposition of large and highly appreciated foreign assets

Investment Fund, Private Equity & Joint Ventures

Developed 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 their 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 large financial institution in connection with 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

Assisted high-tech company on complex withholding tax, earning stripping and permanent establishment issues, ensuring financial audit readiness in going-public context
Advised large financial institution in connection with novel financial product in an area under heightened scrutiny by the IRS
Advised large financial institution in connection with acceptability of novel tax withholding procedures
Advised large entertainment company in connection with difficult withholding tax issues
Advised large foreign financial institution in connection with acceptability of structured product transactions under U.S. and general international tax principles
Advised large high-tech company in connection with treatment of exchangeable stock structure
Advised high net worth individual on voluntary disclosure of failure-to-file issues
Assisted large public high-tech company on foreign base company services income risk assessment to help ensure financial audit readiness
Assisted 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 sovereign governments on international and domestic tax matters
Represented multilateral lending institutions

Noteworthy & Success Stories

Chambers Global 2008 listed Phil West in the top tier for international tax practice
Phil West and Mark Silverman are listed in the 2008 edition of The International Who's Who of Business Lawyers for corporate tax and in the Best Lawyers in America (2008) for tax
Legal 500 US (2007) recommends Phil West, Mike Durst, and Stan Smilack in International Tax
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 this successful tax dispute resolution program
Recognized in International Tax Review's "World Tax 2007"
Steptoe International Tax Team Helps Favorably Resolve IRS Audits of Complex Tax-Sensitive Structures
Steptoe International Tax Team Obtains 100% Concession from IRS on Transfer Pricing Issue regarding Cross-Border Services
Steptoe International Tax Team Obtains 100% Relief from Foreign Tax Authorities in Competent Authority Agreement on Thin Capitalization Issue
Steptoe International Tax Team Obtains Groundbreaking Competent Authority Agreement with Japan

News, Seminars & Events

Publications & Speaking Engagements

A Primer on the New U.K. Non-Dom Rules
March 24, 2008, Tax Notes International
UK Tax Law Update - 2008 UK Budget
March 2008
UK Tax Law Update, Issue 2
November 2007
UK Tax Law Update, Issue 1
August 2007
Eric Osterweil to Speak at Conference on US-Belgium Income Tax Treaty
Phil West on International M&A Panel at NYU Conference
Phil West on Global Dealing/OECD Report Overview Panel
Phil West On Tax Treaty Non-Discrimination Issues Panel

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