PROFESSIONAL LICENSES • ADMITTED TO PRACTICE: New York State Bar, 1982 and District of Columbia Bar, 1983 • CERTIFIED PUBLIC ACCOUNTANT: Maryland, 1978 and New Hampshire, 1981 PROFESSIONAL AFFILIATIONS • NEW YORK STATE BAR ASSOCIATION--TAX SECTION • WALL STREET TAX ASSOCIATION • NEW YORK CITY PARTNERSHIP AND CHAMBER OF COMMERCE TAX COMMITTEE • TAX EXECUTIVES INSTITUTE • ASSOCIATION OF THE BAR OF NEW YORK CITY * AMERICAN BAR ASSOCIATION--TAX SECTION
Jan 2003 - Nov 2008
Senior Tax Counsel--Investment, Loan Commitment and Fairness Committees
• Tax counsel for the Firm’s Investment, Commitment & Fairness Committees responsible for reviewing and tax sign-off for global Firm and fund transactions, including fixed income, equities, IBD and IMD loan and equity commitments and oversight and supervision of Bank Secrecy Act compliance..
Jan 2000 - Nov 2008
Senior Tax Counsel-Global Investment Management Division/Private Equity/Alternative Funds
• Responsible for tax structuring, negotiating and implementing domestic and cross-border investment advisory agreements, joint ventures, structured SPV’s and CDO’s with collective global AUM exceeding $300 billion. • Responsible for tax matters and development of efficient tax structures relating to approximately 30 global funds (public and private), including real estate, infrastructure, merchant banking, credit mezz/distressed debt, venture capital, fund-of-funds, multi-strategy and hedge funds with collective AUM exceeding $40 billion and over 1000 legal entities. • Worked proactively with the bankers, counsel and Big 4 accountants relating to tax diligence and compliance for investments and risk mitigation planning for the new global fund investments, financings, and divestiture strategies, including FIN 48/FAS 5 analyses. • Reviewed joint venture, partnership and other profit sharing agreements (e.g., equity participations, guaranteed payments, earn-outs, fees), allocation planning and related capital account analyses under Section 704(b), including minimum gain, qualified income offset, PIP analysis and the use of partnership blocker structures using debt/equity capitalization to ring fence ECI/UBTI tax risk. • Designed senior management incentive structures as a compensation and retention device using discounted carry/fee structures for both private equity and hedge funds. • Developed and implemented U.S. and SALT (e.g., economic nexus) tax guidelines designed to mitigate adverse taxation of offshore funds, foreign investors and tax exempts.
Jan 1995 - Nov 2008
Senior Tax Counsel--Global Corporate Tax Research and Planning
• Responsible for tax structuring, negotiating and implementing various purchases and sales of domestic and international businesses in a taxable asset or stock transactions, as well as tax-free reorganizations, spinoffs and liquidations, workouts or restructurings and various financing or outright sale securitization transactions in which the Firm participated as an advisor, bridge or mezzanine lender or equity participant, which included reviewing the availability of a step-up in basis of the acquired assets under Section 338 or through an offshore partnership structure using CTB planning and assessing the availability of NOL carryovers and other tax attributes under Section 382, as well as the impact of the SRLY, built-in loss rules and limits on compensation imposed by TARP. • Drafted tax policies, guidelines and memoranda and supported the Firm’s tax audits on numerous topics involving partnership, corporate, international and consolidated tax return taxation, as well as various structured finance transactions and products addressing such issues as business purpose, step transaction, disguised sale and economic substance, as well as statutory and regulatory hurdles. Developed inter-company transfer pricing guidelines based on assets, risk and functions and structured alternative approaches for transactions to increase the Firm’s after-tax ROE, as well as to mitigate the tax risks. Reviewed and analyzed tax legislative and regulatory changes at the federal, state and local levels and provided comments of the effects of such changes on the Firm’s businesses. • Structuring to use bridge equity as a technique to maximize after-tax returns and deleverage the balance sheet and preserve capital.
Oct 1988 - Nov 2008
Senior Tax Counsel--Corporate Tax Research and Planning--Federal and SALT
• Provided advice regarding corporate and partnership tax planning issues, including evaluating domestic/international holding company structures, FTC and earnings repatriation planning, including withholding taxes, tax treaties, transfer pricing planning, documentation and implementation, qualified dividend planning, U.S. tax minimization, tax nexus, effectively connected income, financial products, FIRPTA, PFIC, CFC, PTP, TMP, tax shelter reporting and miscellaneous partnership and C corp tax issues and federal and state audit support and investor tax reporting questions. • Advised on off-balance sheet structures across asset classes to maximize after-tax returns and improve Tier 1 capital and provided global tax advice in connection with diverse transactional and compliance issues for Firm proprietary balance sheet investments, as well as for strategic and minority fund investments such as DE Shaw, Och-Ziff and One William Street, and made recommendations with regard to U.S. and foreign issues associated with derivatives and other financing structures. • Responsible for structuring and providing tax diligence regarding various REO structures, including RTC joint ventures and securitizations, bridge equity and various REIT structures, tiered joint venture and split ownership structures, equity leases, like kind exchanges, low income, and certified historic projects. • Developed analyses for acquired businesses to optimize the SALT legal entity structure for the Firm, as well as assessed the federal, state and local impact of various sale/leaseback structures for the corporate headquarters facility in NYC, use of a stapled stock structure, explored investment capital and apportionment opportunities and UBT/OT planning and state and city audit support.
Dec 1986 - Sep 1988
Whitman & Ransom
• Broad based tax practice, including researching, consulting, and writing memoranda on domestic and international transactions, including drafting the tax sections in the deal documents for initial offerings, acquisitions and dispositions of businesses, reorganizations, liquidations, partnership allocations, and state and local issues, ERISA and employee benefits.
Nov 1984 - Jan 1986
Carro Spanbock Fass Keller & Cuiffo
• General experience in corporate, partnership, real estate, FIRPTA and foreign taxation. Significant experience in the preparation drafting and review of public and private syndication offering materials for such clients as Prudential, VMS, Integrated Resources and T. Rowe Price, as well as condominium and cooperative offering plans.
Sep 1983 - Oct 1984
Bell Kalnick Beckman Klee & Greene
• Experience in federal and state taxation, including C and S corporations, individuals, employee benefits & VEBA plans.