NYSBA Tax Section Addresses Dispositions of Partnership Interests

March 22, 2019

The Honorable David J. Kautter
Assistant Secretary (Tax Policy)
Department of the Treasury
1500 Pennsylvania Avenue, NW
Washington, DC 20220

The Honorable Charles P. Rettig
Commissioner
Internal Revenue Service
1111 Constitution Avenue, NW
Washington, DC 20224

The Honorable Michael J. Desmond
Chief Counsel
Internal Revenue Service
1111 Constitution Avenue, NW
Washington, DC 20224

Re: Section 864(c)(8) Proposed Regulations

Dear Messrs. Kautter, Rettig, and Desmond:

This letter (“Letter”) of the New York State Bar Association Tax Section comments on proposed regulations (the “Proposed Regulations”) issued by the Internal Revenue Service (“IRS”) and the Department of the Treasury (“Treasury”) to implement Section 864(c)(8)¹ as amended by “An Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018,” P.L. 115-97.²

This Letter supplements our prior report (the “Prior Report”) dated August 10, 2018, which requested guidance under Section 864(c)(8)³. We commend the IRS and Treasury for their efforts in drafting the Proposed Regulations, as Section 864(c)(8) is a new statutory provision and the Proposed Regulations are thoughtful and comprehensive. Given the extensiveness of the Prior Report and the detail contained in the Proposed Regulations (and the preamble thereto (the “Preamble”)), this Letter comments only on (i) Section 731 nonrecognition transactions, (ii) the U.S. office attribution rule, (iii) the role of treaties and (iv) the ten-year exception.

A. Section 731 Nonrecognition Transactions.

Proposed Regulations Section 1.864(c)(8)-1(b)(2)(ii) provides that a foreign transferor will not recognize gain or loss under Section 864(c)(8) to the extent that such gain or loss is not recognized by reason of a non-recognition provision of the Code. However, the Preamble to the Proposed Regulations notes that Treasury and the IRS:

continue to consider, and comments are requested regarding, whether other Code provisions adequately address transactions that rely on section 731 distributions to reduce the scope of assets subject to U.S. federal income taxation. . . .

The Prior Letter and Prior Report contain detailed discussions of nonrecognition transactions in general and Section 731 transactions in particular⁴ but did not discuss the specific subject as to which the Preamble requested comments. Thus, we turn to that subject below.

Several provisions of current law could have potential application to the Section 731 fact pattern discussed in the Preamble. We discuss below the partnership anti-abuse rule, judicial doctrines (such as substance over form and step transaction), and Section 864(c)(7). As noted below, application of each of these provisions of current law presents challenges.⁵

1. Partnership Anti-Abuse Rule (§1.701-2).

The partnership anti-abuse rule has two main prongs. First, a transaction may be recast if the results obtained are inconsistent with the intent of Subchapter K.⁶ Second, even if not inconsistent with Subchapter K, a partnership transaction may be treated as an aggregate rather than an entity if aggregate treatment is more appropriate unless there is a statutory or regulatory provision requiring entity treatment.⁷

Turning to the examples contained in the Prior Report, there were three main fact patterns outlined, each involving a partnership (“PRS ”) having partners that included at least one U.S. person (“USP”) and one foreign person (“FP”) where PRS contained both U.S. trade or business (“USTB”) assets and non-USTB assets. The Prior Report assumed that all of the assets of PRS had a zero tax basis.

First, the partners could change their business arrangement in a way which resulted in greater amounts of effectively connected income (“ECI”) being allocated to USP and lower amounts of ECI being allocated to FP, assuming compliance with Section 704(b) (including the rules applicable to so-called “reverse Section 704(c) allocations”). Second, USP could be redeemed out of PRS for USTB assets, leaving FP as a partner in PRS with a greater allocation of non-USTB items. Third, FP could be redeemed out of PRS for non-USTB assets, leaving USP as a partner in PRS with a greater allocation of USTB items.

The Prior Report observed that, unlike the first two fact patterns, the third fact pattern was clearly subject to Section 864(c)(8) as a jurisdictional matter because FP exchanged its interest in PRS for non-USTB assets. Accordingly the balance of our comments below are focused on this fact pattern, the fact pattern raised in the Preamble. The Prior Report also noted that in none of the three fact patterns did the amount of ECI subject to tax by the U.S. diminish. In all three fact patterns, 100% of the income, gain or loss attributable to the USTB remained in the U.S. tax net. But, in all three fact patterns, some or all of the income, gain or loss attributable to the non-USTB assets was shifted from USP to FP and therefore removed from the U.S. tax net. Thus, a question is whether any of these fact patterns violates the policies underlying Section 864(c)(8) which appear centered on protecting the USTB tax base. The Prior Report also noted, but did not discuss, that the stakes could potentially be different if the assets of PRS have substantial tax basis.

In terms of the partnership anti-abuse rule, it does not appear that the fact patterns fall squarely within either prong of the rule, at least on the facts presented in the Prior Report. As to the first prong, Treasury Regulations Section 1.701-2(a) states that implicit in the intent of subchapter K are the following requirements: (i) the partnership must be bona fide and each transaction must be entered into for a substantial business purpose, (ii) the form of each partnership transaction must be respected under substance over form principles and (iii) the tax consequences under subchapter K to each partner must accurately reflect the partners' economic agreement and clearly reflect the partner's income. The first two requirements are discussed below in our discussion of common law doctrines. It is arguably difficult to see how the third requirement is implicated in this fact pattern. Both USP and FP continue to recognize the proper amount of income at the proper time — it is just that the income recognized by FP is not ECI. An arguably analogous scenario would involve a tax-exempt partner receiving in a Section 731 transaction assets that do not give rise to unrelated business taxable income (“UBTI”) from a partnership containing both UBTI and non-UBTI assets. Assuming strong business purpose and economic substance, it is arguably difficult to see how such a transaction violates the clear reflection of income requirement of the anti-abuse prong of the anti-abuse rule.

The second prong of the anti-abuse rule (aggregate treatment) would appear to be governed by Sections 741 and 864(c)(8). These sections already prescribe a specific and unique amalgam of aggregate and entity concepts and would therefore appear to preempt invocation of this prong of the anti-abuse rule as it stands currently. That is, it is difficult to see how this prong of the anti-abuse rule under current law could compel a treatment not otherwise required under Section 864(c)(8) and the regulations thereto.

We also considered whether the arguments above could change if one assumed, contrary to the Prior Report, that PRS had substantial tax basis in its assets. To take the “worst” fact pattern, assume that the USTB assets have zero basis and the non-USTB assets have full basis and that FP has a zero basis in its interest in PRS. In the third fact pattern, where FP is redeemed for non-USTB assets, it would appear that FP would take the distributed non-USTB assets with a zero basis under Section 732(a)(2) or (b) and that, if PRS has a Section 754 election in effect, PRS would increase its basis in the retained USTB assets under Section 734(b)(1)(B). This increased basis arguably represents erosion of the tax base attributable to the USTB if the increased basis is depreciable or amortizable or the USTB is subsequently sold in a taxable transaction. In other words, not only is the income producing potential of the non-USTB asset removed from the U.S. tax net (because USP no longer has an interest in the USTB assets) but the remaining tax base of the USTB may also be reduced (because basis in those assets has been increased). This result does not appear as likely in the first two fact patterns — where the re-alignment occurs as a result of a change in partnership allocations there is no shift in basis and where a shift in basis occurs as a result of the distribution of USTB assets (which may be an unusual case) it is likely to be from USTB assets to non-USTB assets, in effect a form of reverse base erosion.

Thus, the analysis whether this specific fact pattern involves an abuse of Subchapter K may differ from the analysis in a case that does not involve increasing basis in USTB assets, especially if one believes that the focus of Section 864(c)(8) is protecting the ECI tax base from erosion as opposed to a broader anti-base erosion principle. However, in this regard we note that this basis-shifting result is by no means unique to this fact pattern. For example, the same result could occur in the example above involving taxable and tax-exempt partners, or if PRS had two foreign partners. Thus even this basis-shifting fact pattern might not represent an abuse of Subchapter K as distinguished from a general result flowing from the present Subchapter K rules which could perhaps be the subject of a separate inquiry.

2. Judicial Doctrines.

Judicial doctrines such as the step-transaction doctrine⁸ and the Court Holding doctrine⁹ could have potential application depending on the facts. For example, one could posit a case in which PRS has low basis USTB assets and recently acquired high basis non-USTB assets and uses its high basis non-USTB assets to redeem FP. Perhaps the non-USTB assets were acquired at FP's direction in order to facilitate a tax efficient redemption of FP. While each case must be considered on its own facts, the Service recently raised step transaction and economic substance arguments in a similar case without success.¹⁰

By the same token, judicial doctrines could potentially be invoked in a case in which USP and FP wanted to sell all the assets of PRS and attempted to minimize tax under Section 864(c)(8) by distributing the USTB assets to USP and the non-USTB assets to FP. In one case, USP and FP might then sell the respective assets distributed to each of them to the same third party. Alternatively, in a less extreme case, USP and FP could sell their respective assets to different parties without any pooling of consideration or crossing of indemnities. Taxpayers who have a mix of business and non-business motives may be able to structure their transactions to avoid application of judicial doctrines. Thus, while judicial doctrines may well have application in some fact patterns involving Section 731 distributions which implicate the policies behind Section 864(c)(8), such doctrines may be inapplicable in other cases.

3. Section 864(c)(7).

Section 864(c)(7) states that if any property ceases to be used or held for use in connection with the conduct of a USTB, and is sold within ten years, then the determination whether the sale proceeds are taxable as ECI is made as if the sale occurred immediately before the cessation. Therefore, a foreign taxpayer who withdraws assets from a USTB and sells such assets within ten years will generally recognize gain or loss upon the sale. Although a full analysis of Section 864(c)(7) is beyond the scope of this Letter, we do not believe that Section 864(c)(7) should apply to transactions with respect to partnership interests (including Section 731 distributions).

The partnership interest is not actually held for use or used in a trade or business. The partnership's assets are so used and held for use. To the extent either Section 864(c)(8) or Revenue Ruling 91-32 requires gain or loss on a sale of the partnership interest to be treated as ECI, that is the result of a specific statutory or administrative treatment. It does not change the actual nature or use of the assets in question. Thus, as a technical matter, the provision does not appear to apply to a sale of a partnership interest.

Moreover, as a substantive matter, it does not appear appropriate that Section 864(c)(7) should apply to partnership interests as doing so would cause disparities between the treatment of sales of partnership interests and assets. For example, suppose a partnership dropped its USTB into a domestic corporation (not a United States real property holding corporation) in a Section 351 transaction and then a foreign partner sold the foreign partner's partnership interest within the next ten years. If Section 864(c)(7) applied to partnership interests, then the sale by the foreign partner would apparently be subject to tax even though no tax would be due under Section 864(c)(7) if the partnership sold its stock in the corporation (assuming no step transaction). That inconsistency is directly contrary to the branch consistency approach advocated in the Prior Report and implicitly adopted in the Proposed Regulations. It is also inconsistent with Section 864(c)(8)(B)(i)(I) (the “Limiter” rule discussed more fully below in our discussion of the USOAR, as defined below). The purpose of Section 864(c)(8) is to “level the playing field” by promoting greater parity between partnership asset and partnership interest sales. Applying Section 864(c)(7) to partnership interests creates the opposite result, namely, increasing the potential differences between asset and interest transfers.

Assuming then that Section 864(c)(7) should not apply to partnership interests as a general matter, the remaining question is whether Treasury could somehow apply Section 864(c)(7) on a “rifle shot” basis to Section 731 transactions. Even assuming Section 864(c)(7) can reach this case, we do not believe it should be so applied because doing so would either increase disparities between sales of partnership interests and assets, result in significant complexity, or both. We believe that such a “rifle shot” approach would if anything be more complex than regulations which could instead be promulgated under the authority of Section 864(c)(8) addressing the issue directly.

B. U.S. Office Attribution Rule.

Under Section 864(c)(8), gain or loss on a sale by a foreign partner of an interest in a partnership that has a USTB is treated as ECI, subject to Section 864(c)(8)(B), the Limiter rule. The Limiter rule limits the amount of gain or loss treated as ECI to the foreign partner's allocable share of such gain or loss that would be so treated if the partnership had actually sold all of its assets. The Proposed Regulations, for purposes of determining this deemed effectively connected gain or loss upon a sale of an asset, treat such deemed asset sale gain or loss as attributable to “an office or other fixed place of business maintained by the partnership in the United States” (a “U.S. Office”), and the assets deemed sold are not treated as sold for use, disposition or consumption outside the United States in a sale in which an office or other fixed place of business maintained by the partnership in a foreign country materially participated in the sale (the “USOAR”), unless (i) no income or gain previously produced by the asset was taxable as ECI by the partnership during the ten-year period ending on the date of the transfer, and (ii) the asset was not used, or held for use, in the conduct of a trade or business within the United States by the partnership during the ten-year period ending on the date of transfer (the “Ten-Year Exception”).¹¹ The general effect of the USOAR is to treat all such deemed asset sales as U.S. source except to the extent that the Ten-Year Exception applies.¹² The Preamble requested comments as to whether additional guidance is needed regarding the “source of gain or loss resulting from a deemed sale by the partnership, including rules coordinating this rule with Section 865(e)(2)(B).”

We believe that the guiding principle should be that the sale of a partnership interest by the foreign partner should not produce a better or worse result than if PRS had actually sold its assets. This principle is consistent with the wording of Section 864(c)(8)(B), limiting the gain or loss calculation to that gain or loss that would result if actual assets were sold. It is also consistent with the general principle of Section 864(c)(8) to promote greater parity between partnership asset and partnership interest sales. In light of this overarching principle, as well as the statutory language of the Limiter rule, we believe the USOAR is over-inclusive as discussed below.

As background, under Section 864(c)(3), all U.S. source income that is not covered by Section 864(c)(2) (so-called “FDAP” income and capital gain) is classified as ECI. Section 865 generally provides that, except as otherwise provided in Section 865, income from the sale of personal property by a nonresident is sourced outside the United States.¹³ These source rules for sales of personal property by partnerships are applied at the partner level, except as provided in regulations. ¹⁴ Section 865(e)(2) treats income from the sale of personal property (including inventory) by a nonresident that is attributable to a U.S. office as U.S. source, unless, in the case of inventory, such inventory is sold for foreign use, disposition or consumption with material participation of a foreign office. The relevant regulations regarding office attribution require that to be “attributable” to a U.S. office, the office must have been “a material factor in the realization of the income, gain or loss” in question and that such income, gain or loss must be realized “in the ordinary course of the trade or business carried on through that office”.¹⁵ Thus, for example, if an item of income, gain, or loss is of a type whose source is affected by the office to which the sale is attributable, the effect of the USOAR appears to be to turn the deemed gain or loss from that asset into U.S. source gain or loss regardless of what would have occurred had the asset in question actually been sold, unless the Ten-Year Exception applies. The U.S. source gain in turn would then appear to be ECI in many if not all cases unless it is capital gain (in which case it would still be ECI if either the so-called “asset use” or “business activities” test of Section 864(c)(2)(A) and (B), respectively, were satisfied with respect to such asset).

To illustrate the potential reach of the USOAR, consider an example whose facts are substantially similar to those set forth in Treasury Regulations Section 1.864-4(b), Example (3), except that S is a partnership, rather than a foreign corporation. S has two businesses, a business with a U.S. Office engaged in dealing in electronic equipment and a foreign business (without any U.S. Office) engaged in selling vintage wines, some of which are sold to customers in the United States The example concludes that under the so-called “force of attraction” principle of Treasury Regulations Section 1.864-4(b), the U.S. source wine sales are ECI.¹⁶ Assume that both businesses have inventories, goodwill, and other intangible assets (trademark, workforce in place, customers' lists, etc.).

Now suppose a partner in S sells its interest. Consider first the effect of the USOAR on the deemed sale of the inventory of the wine business. Under the USOAR, the wine inventory would be treated as having been sold by a U.S. Office, presumably the one handling the electronics sales, even though an actual sale of the wine inventory as part of a bulk sale of the vintage wine business might not meet the test for attribution to a U.S. Office under Treasury Regulations Section 1.864-6(b)(1). Further, under the USOAR, the sale would be treated as for use and consumption in the United States without material participation by the foreign office. Thus, unless the Ten-Year Exception applied it would appear that the entire inventory of the vintage wine business could be treated as giving rise to deemed ECI, while in the case of an actual sale, assuming that title and risk of loss passed outside the United States, and no U.S. office materially participated in the sale, presumably none of the gain would have been U.S. source or ECI.¹⁷

As to the Ten-Year Exception in respect of the wine inventory, it is not at all clear how the Ten-Year Exception applies, given that there were sales of wine inventory to U.S. customers in the last ten years. If the Ten-Year Exception were applied on a “bottle by bottle” or “case by case” basis, then the Ten-Year Exception would always seem to apply, because, by definition, the individual bottles or cases that were the subject of the deemed sale had never actually been sold (leaving aside the very rare occasions of a reacquisition within the ten year period). On the other hand, perhaps the wine inventory should be viewed as a single unitary “mass” asset for this purpose. In that case, because some of the gain from that asset had been treated as ECI within the past ten years presumably the entire inventory would now be tainted. It is not clear this interpretation was intended either.¹⁸ However if that is the proper interpretation of the USOAR, then, although the vintage wine business had no real U.S. nexus other than sales to U.S. customers, it appears that the USOAR could treat the deemed sale of the entire vintage wine business inventory as giving rise to ECI, a result that might not apply if S actually sold its assets.

Turning now to the intangibles, including the goodwill, customer list, and so forth, presumably some value (perhaps a great deal of value) would be attributed to these types of assets. Although not entirely clear, if the intangibles are Section 1231 assets, commentators appear to believe they should be subject to the full “force of attraction” principle even if the gain resulting from a sale of such intangibles would be capital gain. This is because the intangible assets themselves are not necessarily capital assets, but rather they are assets described in section 1231 whose sale may give rise to capital gain.¹⁹ If that analysis is correct, then it appears that the deemed sale of these intangibles (goodwill, customer list, etc.) would be U.S. source²⁰ and fully subject to force of attraction.²¹ Therefore that gain will also be deemed ECI unless the Ten-Year Exception applies.

The Ten-Year Exception requires inter alia that no income or gain previously produced by the asset was taxable as ECI during the ten-year period ending on the date of the transfer. This business has had some ECI during the last ten years. If any portion of this ECI was “produced” by any or all of these intangible assets, are those assets now also tainted? For example, suppose the customer list includes the address of the U.S. customer whose sale gave rise to ECI. Has the customer list therefore “produced” ECI? If so, is the entire customer list now tainted? Or is the status of the list unaffected by the prior ECI? As was the case with the discussion of inventory, the test seems to be susceptible of two interpretations, one of which is clearly over-inclusive, one of which may be under-inclusive. Perhaps only the portion of the value of the list properly allocable to U.S. customers should not be eligible for the Ten-Year Exception. While this approach might be the most theoretically precise, it would be very difficult to apply even in an actual asset sale. By contrast, we would expect in an actual asset sale of the vintage wine business that the sale may well have been negotiated from an office outside the United States and none of the gain may have been U.S. source or ECI except for the portion of the goodwill (if any) of the business which arose in the United States.²²

Note that the foregoing analysis is of a very simplified and extreme case. In practice, multi-branch or multi-business partnerships are likely to present more complex fact patterns, which could be more difficult to resolve. Thus, while the foregoing example relies on the force of attraction principle, we do not believe the issues involving the USOAR are limited to fact patterns involving that principle. For example, the same considerations would be relevant and the same concerns could arise if S's U.S. business was also a vintage wine selling business and each office handled customers in different geographic locations but they occasionally fulfilled orders for each other.

We believe that the foregoing discussion indicates that the USOAR is too blunt an instrument to solve an admittedly difficult problem. While the necessity of determining source in the case of a hypothetical transaction is a daunting task, we believe the basic problem arises not because of Section 864(c)(8) but because the underlying source rules are in large part dependent on fact-specific determinations which can readily be made if at all only in the context of an actual sale. This reality makes it difficult to resort to “facts and circumstances” as a backstop — there are none. Moreover, in the case of an actual asset sale, the relevant facts may in many cases be within the control of the taxpayer. Thus, ironically, if one were to resort to a presumption which was most likely to conform to the reality of an actual asset sale, then the “realistic” presumption should be one of tax minimization to the extent within the taxpayer's control. But, this approach may not be satisfactory either. Another approach would be to look to relevant assets whose sourcing is not based on residency to any extent. For example, goodwill is sourced to the country where it arose unless the office attribution rule applies.²³ Thus, using the source of gain or loss on the sale of goodwill (without a hypothetical office participation) as a proxy for the source of goodwill and other deemed asset sale gain or loss may be a reasonable approach to what would otherwise seem to be either a very complex or very one-sided determination (possibly both). If desired, a separate rule could be adopted for inventory sales which rule could look to past sources of inventory sales on some sort of average basis over some period of time, although this could require more information than might be readily obtainable in some cases. Special rules could be imagined for other types of assets, although all of these rules would seem to be subject in many cases to the same issues about obtaining relevant historical facts.

C. Treaties.

The Proposed Regulations provide that for purposes of applying Section 864(c)(8) to gain of a treaty resident on a sale of a partnership interest, treaty provisions applicable to gains from the alienation of property forming part of a permanent establishment (“PE”), including gains from the alienation of a PE in the United States, apply to the transfer by a foreign partner of an interest in a partnership with a PE in the United States. It is unclear whether this rule switches off the USOAR. As mentioned, we believe that a guiding principle is to “level the playing field” between partnership asset sales and partnership interest sales. Thus, since the USOAR would not apply to a treaty-eligible partner in the case of an actual sale of assets by the partnership, the same result should apply in the case of a treaty-eligible partner that sells its partnership interest. Indeed, even if final regulations replace the USOAR with another approach, we believe treaty principles should apply instead in the case of a treaty-eligible partner.

Further, consider a foreign hybrid (a partnership for U.S. tax purposes, but a corporation for purposes of the tax regime of the hybrid's jurisdiction of residence) which has a USTB with ECI that is exempt from U.S. tax because the foreign hybrid has no U.S. PE. If the foreign hybrid sold its assets, none of its owners would be subject to U.S. tax because of the treaty between the United States and the hybrid's jurisdiction.²⁴ The same result should apply if a foreign owner of the hybrid entity sells its interest in the entity. By the same token, if the hybrid has a U.S. PE but the gain attributable to that U.S. PE differs from that which would be attributable to its USTB if it were not treaty-eligible, then in the case of an actual sale of assets, only the gain attributable to the PE under the treaty would be taxable. In all these cases, the tax results on sale of partnership interests should be conformed to those which would arise had assets been sold unless there is some good reason for the departure.

Further, to the extent that similar rules apply under Section 883 or other Sections of the Code to foreign hybrid entities which are the beneficiaries of a mutual agreement other than a bilateral income tax treaty or are otherwise entitled to a particular benefit under the Code which would have the effect of limiting the U.S. tax on the sale of their assets, the same principles should apply in the case of a sale of interests in the entity. This result is not dependent on the specific agreement in question. Rather it stems from the principles of Section 864(c)(8) itself and the application of the Limiter rule.

Finally, we repeat the recommendations in the Prior Letter and the Prior Report that (i) the final regulations provide explicit guidance for treaty-based holders which are treated as having ECI but have no PE in the United States that they are exempt from Section 864(c)(8), and (ii) future treaties make clear that gains on a sale of a partnership interest, to the extent the partner's share of unrealized gain in the partnership's assets is properly attributable to a PE of the partnership in the United States, should be subject to tax and that attribution should be governed by typical treaty rules. For instance, if a partnership sold an asset, and gain or loss was not “attributable to” a U.S. PE, under a treaty provision similar to Article 7(1) of the U.S. Model Income Tax Convention, the treaty should not allow the gain to be taxed in the United States, and to the extent that was the case, in the case of a partnership interest sale, any portion of the seller's gain attributable to that asset should similarly be treaty-protected (leaving aside the unusual case where the sale was attributable to a PE maintained by the foreign partner in the United States, for example the foreign partner was a dealer in partnership interests and the sale was connected to a dealing business carried on by a U.S. PE).

D. Ten-Year Exception.

We ask that the final regulations clarify that if an asset would otherwise qualify for the Ten-Year Exception but was held by PRS for less than ten years, such asset would qualify for the Ten-Year Exception.

* * * * *

We appreciate your consideration of our Letter. If you have any questions or comments, please feel free to contact us and we will be glad to assist in any way.

Respectfully submitted,

Deborah L. Paul
Chair
Tax Section
New York State Bar Association

Enclosure

Cc:
Lafayette “Chip” G. Harter III
Deputy Assistant Secretary (International Tax Affairs)
Department of the Treasury

Douglas L. Poms
International Tax Counsel
Department of the Treasury

Krishna Vallabhaneni
Acting Tax Legislative Counsel
Department of the Treasury

Brian Jenn
Deputy International Tax Counsel
Department of the Treasury

Holly Porter
Associate Chief Counsel (Passthroughs & Special Industries)
Internal Revenue Service

Margaret O'Connor
Acting Associate Chief Counsel (International)
Internal Revenue Service

Daniel M. McCall
Deputy Associate Chief Counsel (International)
Internal Revenue Service

Thomas Moffitt
Deputy Associate Chief Counsel (Passthroughs & Special Industries)
Internal Revenue Service

John J. Merrick
Senior Level Counsel, Office of Associate Chief Counsel (International)
Internal Revenue Service

Danielle Grimm
Special Counsel, Office of Associate Chief Counsel (Passthroughs & Special Industries)
Internal Revenue Service

Christopher Kelley
Special Counsel, Office of Associate Chief Counsel (Passthroughs & Special Industries)
Internal Revenue Service

Clifford M. Warren
Senior Level Counsel, Associate Chief Counsel (Passthroughs)
Internal Revenue Service