Practice Areas & Industries: Baker & Hostetler LLP

Practice/Industry Group Overview

We offer the full complement of international tax advice on both outbound and inbound tax issues. Our international tax team has significant experience handling multibillion-dollar international merger, acquisition and disposition transactions, cross-border financing transactions, cross-border planning issues including obtaining private rulings when necessary.

We help clients address treaty issues and transfer pricing matters such as advanced pricing agreements, pre-filing agreements, and Competent Authority advice. In the area of international tax controversy, we work to resolve complex issues, and we represent clients in the IRS Technical Advice process, IRS Appeals, and the Courts.

In addition to handling large transactions and case matters, we regularly provide efficient and practical advice to businesses expanding their operations and opportunities globally. As overseas investment opportunities have become increasingly more attractive in the private capital markets, our international tax team has become a critical component to the firm's broader, market leading private equity advisory group.

A Multidisciplinary Approach

Our international tax team is based in Washington but also includes lawyers in various offices throughout the United States and in London. The firm has affiliates in Sao Paulo, Brazil, and Mexico City and Juarez, Mexico. The Baker Hostetler team brings a multidisciplinary approach to international tax matters.

For example, consider a taxpayer that has a technology it wants to export or share with a foreign business partner outside the United States. Baker Hostetler has considerable experience on the complex U.S. federal income tax issues that may arise in connection with such a transaction such as deemed royalties and transfer pricing issues. In addition, however, Baker Hostetler has a robust export/import practice that can provide thorough and thoughtful attention to related export control issues. Baker Hostetler's high-end intellectual property practice that can ensure that the intellectual property is protected, and our employment practice can advise clients on the labor issues that might arise if the movement of employees is involved.

As another example, consider a taxpayer with a foreign tax credit issue resulting from the way a foreign government in Africa proposes to assert a surtax. In addition to advising on the federal income tax issues, Baker Hostetler's government relations practice, which includes the former U.S. Ambassador to Zimbabwe, could be instrumental in providing a diplomatic resolution. When the matter warrants attention to issues that are broader than the specific international tax question, Baker Hostetler provides clients with coordinated, effective, multi-disciplinary solutions to complex global problems.

Services Available

International Tax Experience

Transactions

• Recently provided U.S. tax advice on a several billion dollar, public acquisition of a multinational group of companies, including issues arising under the Foreign Investment in Real Property Act ("FIRPTA") and the passive foreign investment company ("PFIC") regime, as well as certain unique potential consequences of the recently-enacted inversion legislation.
• Advised a FORTUNE 25 public company with respect to structuring a cross-border oil and gas joint venture including addressing U.S. trade or business and effectively connected income issue, title passage, and transportation income issues.
• Advised a public manufacturing company in connection with a multinational acquisition, including performing international due diligence.
• Advised a major media firm in connection with an offshore acquisition, including analyzing the effects of sections 367 and 1248 on the seller.

Treaties

• Provided advice and expert testimony in connection with the application of the U.S.-Australia Income Tax Treaty in connection with certain claims raised by the Australian Tax Authority in a bankruptcy case.
• Reorganized the U.S. holdings of the U.K. subsidiaries of a Japanese bank in response to changes in the U.S.-U.K. treaty, including consultation with the U.S. Competent Authority to obtain relief.
• Evaluated permanent establishment issues under the treaties with 13 different jurisdictions in connection with toll manufacturing operations for a major manufacturing firm.

Controversy

• Representation of a foreign corporate taxpayer in connection with whether it was engaged in a U.S. trade or business through a permanent establishment in the United States.
• Representation of U.S. corporate taxpayers in connection with the taxation of the receipt of anti-dumping duties imposed on foreign corporations.
• Advice to corporate taxpayers in connection with proposed adjustments on lease-in lease-out transactions involving tax-indifferent parties.

Financial Transactions

• Created a U.S.-U.K. tax-efficient financing structure using notional contracts for an Australian banking concern.
• Advised a U.S. branch of a foreign bank in connection with subpart F and effectively connected income issues in connection with a financing arrangement.
• Advised a foreign securities trading firm in connection with effectively connected income issues and the characterization of total return swaps.
• Analyzed a Netherlands Antilles finance company in the context of a sophisticated global cash management structure for a FORTUNE 100 manufacturer.
• Advised a major investment banking firm and its clients in connection with the repatriation of earnings held overseas, including the effects of recently passed legislation.
• Provided advice with respect to the U.S. income and withholding tax aspects of collection and repatriation of over $1.5 billion in U.S. assets for a high profile foreign financial institution in liquidation.
• Evaluated and implemented a captive insurance company structure for a privately held manufacturing company.
• Provided advise in connection with subpart F issues in connection with a currency coordination center for a publicly traded U.S. company.

Structuring

• Advised a FORTUNE 100 company on the implementation of a global holding company structure in Europe, Asia, South America and Central America.
• Advised a U.S. technology company on the efficient deployment of its intellectual property and manufacturing and service operations in connection with joint ventures in the Philippines.
• Advised a computer software development company with respect to structuring its international intellectual property holdings and international sales and services licensing operation in the United States, Canada, Mexico, Europe, Asia and Africa.
• Provided significant U.S. tax savings for a public Canadian company by reorganizing its U.S. holdings, including obtaining a ruling from the Internal Revenue Service.
• Designed an efficient foreign tax credit structure for U.S. investors in hydroelectric power in Brazil, working closely with our Brazilian affiliate in determining available local incentives.

Transfer Pricing

• Consulted and provided transfer pricing advice and drafted relevant agreements in connection with an entertainment firm's services structure.
• Prepared master services agreements for a global logistics and transportation firm.
• Prepared master software license agreements for the charge out of software fees for a major commodities firm.
• Advised on the transfer of intangible assets and implementation of a cost-sharing arrangement for a privately held U.S. entity developing state-of-the-art data storage products with key personnel in Russia.
• Consulted with accounting firms and provided advice in connection with transfer pricing studies prepared on behalf of a client in connection with novel transfer pricing issues raised by a transaction with no current market comparables.
• Provided ongoing transfer price advice for U.S. subsidiaries of a large Japanese manufacturer, including advice about purchases and sales, the use of intangible property and research and development.

About Our Tax Team

With a team of more than 80 lawyers -- many of whom have served as senior government tax advisors and have received substantial leadership recognition within the legal profession -- Baker Hostetler's national tax practice offers unsurpassed resources to our clients. We can handle any tax planning matter or tax controversy at the state, federal or international level, and have the insight and experience to make the Tax Code work to our clients' advantage.

About Baker Hostetler

Baker Hostetler lawyers help clients establish, maintain and protect market-leading positions across the United States and around the world. We offer clients the strength of 600+ lawyers in a full range of practices, a unique geographic platform including both the coasts and the center of the country, a deep knowledge of industry issues and a 90-year track record of excellence and achievement.

For more information about our International Tax practice:

National Contact

Paul M. Schmidt
202.861.1760
pschmidt@bakerlaw.com

Cincinnati

William Appleton
513.929.3403
wappleton@bakerlaw.com

Cleveland

William M. Toomajian
216.861.7569
wtoomajian@bakerlaw.com

Columbus

Edward J. Bernert
614.462.2687
ebernert@bakerlaw.com

Costa Mesa/Los Angeles

George T. Mooradian
714.966.8800
gmooradian@bakerlaw.com

Denver

Raymond L. Sutton, Jr.
303.764.4103
rsutton@bakerlaw.com

Houston

Lisa H. Pennington
713.646.1303
lpennington@bakerlaw.com

New York

Elizabeth A. Smith
212.589.1677
esmith@bakerlaw.com

Orlando

G. Thomas Ball
407.649.4004
tball@bakerlaw.com

Washington, DC

Paul M. Schmidt
202.861.1760
pschmidt@bakerlaw.com