Lynn A. Gandhi Partner

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1 Lynn A. Gandhi Partner 2290 First National Building 660 Woodward Avenue Detroit, MI T: F: PRACTICES Litigation State and Local Tax (SALT) Tax Economic Development Incentives Insurance Tax Sustainability and Renewable Energy Ms. Gandhi is a tax attorney with significant experience advising clients nationwide on multistate tax issues, assisting with audits and litigating state tax cases. Her practice includes unclaimed property and escheat audits and voluntary disclosures, due diligence support, risk review, and incentive assistance. She is well-versed in City of Detroit tax matters, as well as other Michigan cities. Defends protests and appeals at the Michigan Department of Treasury, Michigan Tax Tribunal, Michigan Court of Claims and the Appellate Courts Concentrates practice on Michigan Corporate Income Tax (CIT), Business Tax (MBT), Single Business Tax (SBT), city income tax, sales and use taxes, motor fuel taxes, unemployment taxes, gaming excise taxes, captive insurance company taxes, officer liability matters and voluntary disclosure agreements (VDAs) for state taxes Assists clients in unclaimed property reporting processes, oversight and management of audits and litigation Registered lobbyist in Michigan, represents clients on tax legislation Provides clients with guidance on incentive opportunities at the federal, state and local level, including: EDUCATION New York University School of Law, LL.M. Taxation Wayne State University Law School, J.D. Wayne Law Review Kalamazoo College, B.A. BAR ADMISSIONS Illinois Michigan COURT ADMISSIONS U.S. Tax Court LANGUAGES Italian State and municipal grants and loans New market tax credits, tax increment financing and venture funds Brownfield credits, real and personal property tax abatements and land bank opportunities Foreign Trade Zones, federal assistance programs, including EB-5 Possesses extensive experience in directing the state tax function and implementing planning and processes within a corporate tax environment

2 Experience Defended against million dollar assessments in the areas of unitary group determination, multistate apportionment and sales and use taxes Successfully litigated and settled complex multi-year unitary cases in California and Illinois Obtained incentives and tax increment financing for million dollar projects in several states for industrial and commercial developments Led successful initiatives to enact tax legislation on various proposals Developed unclaimed property processes and reporting procedures for a Fortune 100 company and successfully defended a multistate unclaimed property audit resulting in a minimum claim Engaged in ground-up development of the tax office function for two major spin-off companies Led global investment incentive process for Fortune 100 multinational company and obtained significant incentive awards in the states of Alabama, Illinois, Indiana, Iowa, Kentucky, Louisiana, Michigan, Mississippi, Missouri, New Jersey, Ohio, Tennessee and Virginia Acted as counsel for numerous spin-off and reorganization transactions in the preparation of tax sharing and indemnity agreements Professional Affiliations Certified Public Accountant Illinois Michigan, Registered CPA Michigan Chamber of Commerce Tax Policy Committee, Chair, State Bar of Michigan Taxation Section, Chair Ex Officio Council, Officer, Michigan Tax Lawyer, Former Editor American Bar Association Section of Taxation, State and Local Tax Committee Vanderbilt School of Law Hartman State and Local Tax Forum, Advisory Board Member, 2005-present CCH State Tax

3 CCH State Income Tax Alert, Advisory Board, 2006-present Council on State Taxation Board Member, Michigan Women's Tax Association Past President, 2009 Community Community Legal Resources 2005-present, Volunteer Attorney News & Resources Publications Michigan s Treatment of Flow-Through Entities Under Its New Corporate Income Tax Nexus Standards (April 3, 2014) BNA Insights: The Daily Tax Report Ethical Considerations When Dealing With Incentive Opportunities (Nov-Dec 2012) Co-author Journal of Multistate Taxation and Incentives, Vol. 22, No. 8 Annual Survey of Michigan Law, Taxation (Fall 2011) Wayne Law Review, Vol. 57, No. 3 Michigan New Corporate Income Tax: The Road Ahead (Sept-Oct 2011) The Tax Executive, Vol. 63, No. 5 Is the Michigan Business Tax's Goose Cooked? (December 2010) State Tax Notes, Vol. 58, No. 10 Annual Survey of Michigan Law, Taxation (Fall 2010) Wayne Law Review, Vol. 56, No. 3 Michigan Business Tax BNA Portfolio Series Co-author 2150 T.M. Annual Survey of Michigan Law, Taxation (Spring 2010) Wayne Law Review Treasury's Retroactive Application of the Kmart Ruling: What it Means and How Michigan Taxpayers will be Affected (February 2010) Co-author Practical U.S./Domestic Tax Strategies, Vol. 10, No. 2

4 Taxes as Obstacles and Opportunities for Transforming Vacant Property (2010) Contributing Author Vacant Property Legal Manual II, Community Legal Resources Annual Survey of Michigan Law, Taxation (Spring 2009) Wayne Law Review Annual Survey of Michigan Law, Taxation (Summer 2008) Wayne Law Review Repeal of Michigan Use Tax on Services and Imposition of Michigan Business Tax Surcharge (December 2007) CCH State Tax Alert Seminars & Events State and Multistate Tax Audits, Advanced Interstate, Interstate Tax Corporation, Dallas, TX November 21, 2014, Presenter Ethics and Managing the Sales and Use Tax Function, Advanced Interstate, Interstate Tax Corporation, Washington, D.C. November 18, 2014, Presenter Preparing for Audits and Litigation, Advanced Interstate, Interstate Tax Corporation, Washington, D.C. November 11, 2014, Presenter Unclaimed Property - Not a Tax, but Feels Like One!, Michigan Tax Conference, Novi, MI November 5, 2014, Presenter State Tax Controversies and Litigation, IPT Sales and Use Tax Symposium, Washington, D.C. September 21-24, 2014, Co-presenter State and Multistate Audits, Advanced Interstate, Interstate Tax Corporation, San Francisco, CA June 27, 2014, Presenter Fundamental Aspects of Jurisdiction and Nexus, Advanced Interstate, Interstate Tax Corporation, New York, NY June 9, 2014, Presenter Preparing for Audits and Litigation, Sales and Use Tax Planning, Interstate Tax Corporation, San Francisco, CA May 22, 2014, Presenter Ethical and Procedural Issues in Managing the State Income Tax Function, Advanced Interstate, Interstate Tax Corporation, Miami, FL May 6, 2014, Presenter Ethics, COST Income Tax Conference, Colorado Springs, CO April 27-30, 2014, Presenter Fundamental Aspects of Jurisdiction and Nexus, Advanced Interstate, Interstate Tax Corporation, Chicago, IL December 9, 2013, Presenter

5 Managing Audits and Litigation, Advanced Interstate, Interstate Tax Corporation, Washington, D.C. November 19, 2013, Presenter Multistate Tax Audits, Advanced Interstate, Interstate Tax Corporation, Dallas, TX October 25, 2013, Presenter Transparency Laws: Should Taxpayers Be Worried?, Council on State Taxation 44th Annual Meeting, Phoenix, AZ October 23-25, 2013, Presenter Ethics, IPT Credits and Incentives Symposium, Gaylord, TX September 24, 2013 Multistate Tax Audits, Interstate Tax Planning, San Francisco, CA June 28, 2013 Sales Tax Committee, Institute for Professionals in Taxation's 37th Annual Conference, Orlando, FL June 23-26, 2013, Presenter Fundamental Aspects of Jurisdiction and Nexus, Interstate Sales and Use Tax Planning, New York, NY June 17, 2013 Thorny Issues with "Other" Business Taxes: Margin Tax, Franchise Tax, B&O, etc., IPT Advanced Income Tax School, Atlanta, GA June 2-5, 2013 Ethical and Procedural Issues in Managing the State Income Tax Function, Advanced Interstate, Interstate Tax Corporation, Miami, FL May 15, 2013, Presenter Credits and Incentives - Buying and Selling Transferable Tax Credits, ABA/IPT Advanced Income Tax Conference, New Orleans, LA March 18-19, 2013, Presenter CIT Update - Are You Ready?, Michigan Chamber of Commerce, Webinar February 13, 2013, Presenter Ethics and the State Tax Practitioner, Deloitte National Multistate Tax Symposium, Orlando, FL February 6-8, 2013, Presenter Tax Advice for Companies Doing Business in Michigan, 22nd Annual Ohio Tax Conference, Columbus, OH January 30, 2013, Presenter Unclaimed Property Update, Michigan Chamber of Commerce, Webinar January 9, 2013, Presenter Michigan Tax Update, Estates and Trusts Committee, Royal Oak, MI January 1, 2013, Presenter Top 10 Cases Impacting State and Local Taxes Today, MACPA - Michigan Update, Michigan State University Management Center, Troy, MI December 13, 2012, Presenter

6 Ethics and Managing the Sales and Use Tax Function, Sales and Use Tax Planning, Interstate Tax Corporation, Washington, D.C. December 11, 2012, Presenter Ethics and Managing the Sales and Use Tax Function, Sales and Use Tax Planning, Interstate Tax Corporation, Chicago, IL December 3, 2012, Presenter Top 10 State Tax Cases to Watch, Paul J. Hartman State and Local Tax Forum, Nashville, TN November 13-15, 2012, Presenter Unclaimed Property, MACPA Michigan Tax Conference, Novi, MI November 7, 2012, Presenter Sourcing of Intangibles, MACPA Michigan Tax Conference, Novi, MI November 6, 2012, Presenter MTC 3 - Factor Litigation, COST 43rd Annual Meeting, Orlando, FL October 28, 2012, Presenter Ethics for the Tax Practitioner, IPT 2012 Credits and Incentives Symposium, Orlando, FL October 21-24, 2012, Presenter Update on Michigan Taxes, Institute of Continuing Legal Education (ICLE), Webinar October 4, 2012, Presenter Ethics 2.0 with a Sales Tax Spin, IPT 2012 Sales Tax Symposium, Minneapolis, MN September 30-October 1, 2012, Presenter Fundamental Aspects of Sales and Use Tax, Sales and Use Tax Planning, Interstate Tax Corporation, New York, NY June 25, 2012, Presenter Jurisdiction and Nexus, Sales and Use Tax Planning, Interstate Tax Corporation, New York, NY June 25, 2012, Presenter Alternatives to Traditional Income Taxes, IPT Advanced State Income Tax School, Atlanta, GA June 4-5, 2012, Instructor Ethics and Managing the Sales and Use Tax Function, Sales and Use Tax Planning, Interstate Tax Corporation, San Francisco, CA May 22, 2012, Presenter Ethical and Procedural Issues in Managing Transactional Taxes, Advanced Sales and Use, Interstate Tax Corporation, Miami, FL May 18, 2012, Presenter Ethical and Procedural Issues in Managing the State Income Tax Function, Advanced Interstate, Interstate Tax Corporation, Miami, FL May 16, 2012 Top Ten Reasons for Inconsistencies: Multistate Corporate Taxpayers and Varied State Laws, COST Income Tax Conference/Spring Audit Session, San Diego, CA May 12, 2012, Presenter

7 The Ins and Outs of Unclaimed Property, State Bar of Michigan Annual Tax Conference, Plymouth, MI May 1, 2012, Co-presenter The New Corporate Income Tax, Michigan Chamber of Commerce April 24, 2012, Presenter Legislative Changes and Administrative Interpretations, Michigan Chamber of Commerce April 24, 2012, Presenter Issues Arising Under the Michigan Corporate Income Tax, Compliance Webinar Series, Michigan Chamber of Commerce, Webinar April 24, 2012, Presenter Legislation and Litigation Update in the Eastern United States, COST 2012 Sales Tax Conference, Austin, TX March 5, 2012, Co-presenter New Michigan Corporate Income Tax Seminar, Michigan Chamber of Commerce, Grand Rapids, Novi and Lansing, MI December 7-8, Current Topics of Interest for In-House Counsel, Honigman and the Association of Corporate Counsel - Michigan Chapter, Troy, MI November 15, 2011, Co-presenter Michigan One-Day Tax Seminar, The Institute for Professionals in Taxation in cooperation with the Michigan Department of Treasury, Taylor, MI September 2011, Presenter Informal Conference with Michigan Department of Treasury, Michigan Tax Workshop, MACPA, Pontiac, MI December 14, 2010 Ethics and Managing the Sales and Use Tax Function, including Preparing for Audits and Litigation, Interstate Tax Sales & Use Tax Planning Seminar, Washington, D.C. December 7, 2010 Top 10 State Tax Cases to Watch, Paul J. Hartman State and Local Tax Forum November 11, 2010 How Do You Report for Unitary Business Groups?, Michigan Tax Conference, Michigan Association for Certified Public Accountants (MACPA), Novi, MI November 9, 2010 Do Companies Have the Right to Elect Use of the MTC Equally Weighted Three-Factor Apportionment Formula in California and Other States?, COST's 41st Annual Meeting, Phoenix, Arizona October 19-22, 2010 Conservation Easement Tax Incentives, Lorman Educational Series, Webinar July 2010 Trend Towards Gross Receipts Taxation in the Business Tax Reform Movement Among the States Continued Interest in Gross Receipt Taxes and Actions by States Struggling with Revenue Declines, 19th Annual Ohio Tax Conference, Columbus, OH

8 January 28-29, 2010, Co-presenter Unitary Business Group Defined, Michigan Tax Conference, Novi, MI November 2009 Honors The Best Lawyers of America, Michigan Super Lawyers, DBusiness, Top Lawyers, Prior Employment Visteon Corporation, Associate General Counsel; Tax Counsel and Director, CMS Energy, Dearborn, MI, Senior Tax Attorney, Praxair, Inc., Danbury, CT, Corporate Tax Counsel, CBI Industries, Oak Brook, IL (acquired by Praxair, Inc.), Tax Counsel, Academic Appointments Wayne State University School of Law, Adjunct Professor of Law, Multistate Taxation in the Digital Age, 2004-present

Grand Valley State University Grand Rapids, Michigan M.S., Taxation, with distinction, 1992, Graduate Tax Research Assistant

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