Jennifer advises clients with respect to local, state, federal and international tax issues and is well versed in all legal aspects of the formation and operation of small and emerging growth business enterprises. With respect thereto, she has prepared and negotiated a wide variety of commercial contracts, including asset and stock purchase agreements, merger agreements, stockholders' agreements, and organizational documents, including limited liability company agreements.
In addition, Jennifer assists bankruptcy clients with matters relating to local, state, and federal tax issues, as well as bankruptcy transactions such as asset sales and licensing. She is involved in many of the tax-related aspects of the bankruptcy cases of many of the firm's debtor clients. For example, Jennifer has worked with numerous debtors to resolve claims filed by the Internal Revenue Service and state and local taxing authorities. She has successfully argued on several occasions that a taxing authority's failure to comply with its own administrative procedures for assessment provides a defense for a claim in bankruptcy. The claims resolution process, with which Jennifer is intimately familiar, can include negotiations with the applicable taxing authorities, as well as prosecution of claims objections through both discovery and oral argument. Jennifer also advises clients in connection with other tax aspects of bankruptcy, including, among other things, (i) the income tax effect of cancellation of indebtedness, (ii) audit issues during the bankruptcy process, (iii) treatment of net operating losses during the bankruptcy process and post-confirmation, (iv) tax discussions in disclosure statements and plans, and (v) tax issues arising in connection with sales of assets through the bankruptcy process. She has been involved in adversary proceedings seeking refunds from state and local taxing authorities on behalf of debtors in the bankruptcy cases of KB Toys, Inc., Buffets Holdings, Inc., e.spire Communications, Inc., and General Datacomm Industries, Inc. She has also handled numerous refund requests through various administrative processes, including reviews by the Joint Committee on Taxation, for debtors including QUTI Corporation (f/k/a Questron Technologies, Inc.), and The Multicare Companies, Inc.
Jennifer is a past Chair of the Delaware State Bar Association Tax Section. Jennifer is a frequent speaker on issues relating to bankruptcy taxation. She participated in a panel presentation at the 2009 ABI Winter Leadership Conference about cancellation of debt and the effect of bankruptcy thereon. In 2007, she moderated a panel discussion about the preservation of net operating losses (NOLs) in bankruptcy at the ABA Tax Section Mid-Year Meeting. Jennifer has spoken at several past Delaware Tax Institutes about various topics, including the effect of bankruptcy on net operating losses and current developments in business and individual income taxes, and has addressed other organizations regarding tax issues in bankruptcy and the tax effect of settlements and verdicts.
Memberships and Affiliations
· American Bar Association, Section of Taxation, Bankruptcy and Workouts Committee, Member; Section of Business Law, Committee on Taxation, Member; Section on Real Property, Probate and Trust Law, Member
· Delaware State Bar Association, Tax Section, Chair, 2005-2006; Vice-Chair, 2004-2005; Secretary, 2003-2004; Estate & Trusts Section; Women & the Law Section
· American Bankruptcy Institute, Bankruptcy Taxation Committee, Member; Special Projects/Task Force Leader, 2010
· Wilmington Tax Group
Experience
In re Foamex International Inc.
In re Multicare AMC, Inc.
General DataComm Industries, Inc.
Integrated Health Services, Inc.
Young Conaway acted as co-counsel to Integrated Health Services, Inc. (and certain of its affiliates), one of the nation's leading providers of post-acute and related specialty healthcare services and products, in its chapter 11 bankruptcy cases.
KB Toys, Inc.
KCMVNO, Inc., f/k/a Movida Communications, Inc.
Mosler Inc.
Young Conaway acted as lead counsel for Mosler Inc., the successor of Mosler Safe Company, which was founded in 1867.
Pharmaceutical Formulations, Inc.
Silo, Inc.
Young Conaway served as lead counsel to Silo, Inc. and its affiliates, which operated approximately 140 retail electronic and household appliance stores throughout the United States under the trade names Silo and YES! (Your Electronics Store).
Publications
Tax, Benefits, Trusts & Estates Law Update, Winter 2011, 3.1.2011
Newsletters
Memo to Clients Regarding the Federal Estate Tax for Calendar Year 2010, 1.29.2010
Reference Materials
Health Savings Accounts - A Primer, ABA Section of Taxation NewsQuarterly, Fall Quarterly 2007
Articles
Events
"Practical and Tax Implications of Section 363 Sales through Bankruptcy," ABI's 22nd Annual Winter Leadership Conference, 12.9.2010
Speaking Engagements
"Practical and Tax Implications of Section 363 Sales through Bankruptcy," 26th Annual AIRA Bankruptcy & Restructuring Conference, 6.9.2010
Speaking Engagements
"Tax Issues That Arise When Forming and Operating Alternative Entities," DSBA Alternative Entities Subcommittee CLE, 5.13.2010
Speaking Engagements
"Practical and Tax Implications of Section 363 Sales through Bankruptcy," ABA Tax Section May Meeting, 5.6.2010
Speaking Engagements
"Where's My Cash Windfall? Tax Planning Opportunities from Recent Legislation," ABI's 21st Annual Winter Leadership Conference, 12.3.2009
Speaking Engagements
"Making the Most of Retirement Assets" and "Developments Affecting Discharge of Indebtedness and Utilization of NOL," Delaware Tax Institute: Current Developments, Planning Ideas and Hot Topics, 1.30.2009
Speaking Engagements