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1 GeorgetownCLE: INSTITUTE Your Authoritative Legal Resource from the Nation s Capital 30th Annual Advanced State & Local Tax Institute Thursday-Friday, May 17-18, 2007 Hyatt Regency Washington on Capitol Hill 13.5 CLE credit hours (60 minute hour), including 1.0 hour of legal ethics 16.0 CLE credit hours (50 minute hour), including 1.0 hour of legal ethics 16.0 CPE credit hours 3rd Annual Symposium The Commerce Clause and State Taxation: Policy, Pragmatics, Controversies and Planning Opportunities Important to Today s State and Local Tax Professional Wednesday, May 16, 2007 Georgetown University Law Center Details Inside!

2 3rd Annual Symposium Presented by Georgetown University Law Center CLE & the American Bar Association Tax Section s State & Local Tax Committee The Commerce Clause and State Taxation: Policy, Pragmatics, Controversies and Planning Opportunities Important to Today s State and Local Tax Professional Wednesday, May 16, 2007 Georgetown University Law Center About Georgetown CLE Georgetown CLE has established a thirty-year tradition of providing the legal community high quality programs. Our programs are developed with the profession s ever-changing needs in mind, while at the same time meeting the mandatory CLE requirements of various state bars. Located in the heart of the nation s capital, we feature the country s leading officials, judges and practitioners. Agenda 7:45-8:15 am Registration and Continental Breakfast 8:15-8:30 am Welcome & Opening Remarks Margaret C. Wilson 8:30-9:15 am Federalism and the Commerce Clause Prof. Reuven S. Avi-Yonah This preeminent tax scholar reviews the Commerce Clause and the role it plays in the field of state and local taxation. His comments will focus on the policies and principles that animate and inform the Court s jurisprudence and distinguish the Commerce Clause from other taxpayer safeguards that limit the states powers to tax. He also will set the stage for the applicational framework in which the day s program will proceed and offer his views on the practical tax implications. 9:15-10:00 am The Final Word Congress and the Express Commerce Clause Arthur R. Rosen The direct aspect of the Commerce Clause will be analyzed and reviewed, offering participants an overview of pending congressional proposals and enactments that expand and contract the states powers to tax. Limitations on Congress to utilize its commerce clause powers will be explored and related interpretive issues that arise once Congress has spoken will 7.0 CLE credit hours (60 minute hour) 8.0 CLE credit hours (50 minute hour)/8.0 CPE Credits be analyzed as in Northwest Airlines, Inc. v. Wisconsin Department of Revenue. 10:00-10:15 am 10:15-11:00 am The Penultimate The Court and the Dormant Commerce Clause Craig B. Fields A critical analysis of the rise and the desired (by some) fall of the implied aspect of the Commerce Clause will be presented. The evolution of the Court s dormant commerce clause jurisprudence will be explored, along with the historical standards and temporary reversions to those standards that the Court has utilized to evaluate the permissibility of state tax actions. The Court s contemporary standard also will be discussed in anticipation of the following sessions that will explore in detail its implications and the controversies that it continues to spawn. 11:00-11:45 am The Requirements of Substantial Nexus and Fairly Related An examination of the issues and controversies arising out of the Court s requirements that a state tax must be applied to activities having a substantial nexus with the taxing state and be fairly related to the services provided by the state. This session will include a multi-tax analysis of the issues consuming the attention of the states, taxpayers and the courts. The requirement for a physical presence outside the sales and use tax area, the sufficiency of economic exploitation of the marketplace absent other contacts, as well as the finding of nexus through the activities of affiliates or independent agents will be discussed and critiqued. 11:45 am-12:00 pm Box Lunch 12:00-1:00 pm The Indian Commerce Clause A distinguished Professor of Law, author of a leading state and local tax casebook, and frequent commentator of the Court s relat- ed jurisprudence will detail the role and importance that the Indian Commerce Clause plays in determining state and local governments rights to tax Native American Indians and their lands. 1:00-1:15 pm 1:15-2:00 pm The Requirement of Fair Apportionment David J. Shipley The meaning, role and scope of the Court s requirement that an apportionment formula be fair and, thus, reflect internal and external consistency will be explained and analyzed. How the analytical tools of internal and external consistency have been successfully employed within and outside the corporate income tax area in striking down impermissible state and local taxes will be explored. Also included will be a discussion of the tension between external consistency and single factor sales formulas, as well as internal consistency and multiple tax burdens. 2:00-2:45 pm The Anti-Discrimination Principle As perhaps the most significant constitutional limitation on the powers of the states and localities to tax, the Court s anti-discrimination principle evades simple analysis. This session provides a practical starting point for review and outlines an analytical approach for reviewing state actions that may discriminate against protected commerce, while cautioning about the dangers and false sense of security that can be endangered by such an approach. 2:45-3:00 pm 3:00-3:45 pm The Foreign Commerce Clause Timothy Gillis The Court affords foreign commerce greater protection from state and local taxes than it does interstate commerce. This session will review the policy and constitutional basis for this distinction, as well as review the Court s decisions that have addressed these matters. Also included will be select state court decisions that have addressed related issues not yet addressed by the Court. 3:45-4:30 pm Concluding Observations, Prognostications and Food For Thought Prof. Mark V. Tushnet This preeminent constitutional scholar concludes the day s program by addressing unresolved state tax issues still awaiting Court resolution, his perspective of jurisprudential anomalies that may be argued to unduly limit or extend the states powers to tax, as well as prognostications for where the area of state and local taxation would evolve should The Roberts Court repeal application of the dormant commerce clause principle. Speakers Prof. Reuven S. Avi-Yonah Irvin I. Cohen Professor of Law University of Michigan Law School Ann Arbor, MI Craig B. Fields Timothy Gillis National Partner in Charge, State & Local Tax Alva P. Loiselle Professor of Law University of Connecticut School of Law Hartford, CT Arthur R. Rosen McDermott, Will & Emery David J. Shipley McCarter & English, LLP Philadelphia, PA Ernst & Young, LLP Prof. Mark V. Tushnet William Nelson Cromwell Professor of Law Harvard Law School Cambridge, MA Margaret C. Wilson Senior Counsel State & Local Tax Verizon Communications, Inc. Basking Ridge, NJ PricewaterhouseCoopers LLP

3 Agenda 13.5 CLE credit hours (60 minute hour), including 1.0 hour of legal ethics 16 CLE credit hours (50 minute hour), including 1.0 hour of legal ethics 16 CPE credit hours Thursday, May 17 7:30-8:15 am Registration and Continental Breakfast 8:15-8:30 am Introduction and Overview, Program Chair 8:30-9:15 am Current Developments - A Nationwide Perspective Jeffrey N. Saviano Discussion and analysis of the year s most important state and local corporate income tax developments on constitutional, legislative, administrative and judicial levels. 9:15-10:00 am Are Water s Edge Returns Leaking? Valerie C. Dickerson In response to the backlash to Worldwide Unitary Combination, several states enacted legislation that provided an option or election to limit taxation to income earned in the United States. As our global economy continues to expand and multinational taxation becomes more complex, issues continue to arise on the parameters of a domestic or Water s Edge income tax base. 10:00-10:30 am 10:30-11:15 am Sourcing Sales From Other Than Sales of Tangible Personal Property Mark R. Arrigo Shirley K. Sicilian We have spoken about this for years, but with what progress? Can we agree that the standard three factor formula with cost of performance requirements does not line up with existing business realities? Is there a right answer? Why are GM and Microsoft still unsettled issues? Is it time for statutory reform? Without that, are taxpayers set up for the whip- or buzz-saw? A way forward must be crafted. 11:15 am-12:00 pm Update on State Rules Designed to Curb Perceived Abusive Tax Shelter Transactions Ferdinand Hogroian Debra S. Petersen Over the past several years the IRS, nearly all the states, New York City and D.C. have agreed to share information regarding tax shelter activity and/or aggressive tax transactions. To date, several states have enacted listed and reportable transaction provisions similar, but far from identical to the federal provisions. Other states intend to identify and severely penalize tax shelter transactions, while the Multistate Tax Commission is actively pursuing a 51 state spreadsheet requirement. Separately, states continue to enact and promulgate anti-passive investment company rules and to litigate Geoffrey-type nexus issues. In this session, we will compare and contrast the federal and various state provisions, comment on notable trends and developments, discuss areas of particular concern and offer suggestions for working with this plethora of challenging provisions. 12:00-12:30 pm Box Lunch 12:30-1:30 pm Concurrent Sessions: Regional Discussions Northeast Hollis L. Hyans Connecticut, Delaware, Maine, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Vermont Southeast Kevin J. Herzberg Alabama, District of Columbia, Florida, Georgia, Kentucky, Maryland, Mississippi, North Carolina, South Carolina, Tennessee, Virginia, West Virginia Central Kelli Murphy Arkansas, Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, South Dakota, Wisconsin West J. Hugh McKinnon Alaska, Arizona, California, Colorado, Hawaii, Idaho, Louisiana, Montana, Nevada, New Mexico, Oklahoma, Oregon, Texas, Utah, Washington, Wyoming 1:30-2:00 pm 2:00-2:45 pm Current Nexus Controversies A Big Picture Review of Select Issues By Tax June Summers Haas As evidenced by the recent Lanco decision in New Jersey, state courts are increasingly limiting Quill's application to sales taxes. In several instances, state legislatures and courts have also embraced attributional and agency nexus for various types of taxes. In recognition of the 15th Anniversary of Quill, this session will examine recent nexus controversies and predict where jurisdictional standards might be headed. 2:45-3:45 pm FIN 48 Best Practices, Lessons Learned and Status of Current SOX 404 Review Moderator: Panelists: Mark S. Fisher Ann Holley Brian D. Myers Our panel of SALT National Practice Leaders from each of the Big 4 will provide an experience-based update on the implementation of FIN 48 at companies across the country. Major topics to be covered include materiality, unit of account, statute of limitations where no returns have been filed, state administrative practices, disclosure and presentation. The panel will also look at the interaction of FIN 48 implementation with companies SOX 404 policies and procedures related to state income taxes. 3:45-4:00 pm

4 4:00-4:45 pm A Non-Confrontational Colloquy Between Taxpayers And Select State Tax General Counsels Moderator: Stephanie Anne Lipinski Galland Panelists: Joe W. Garrett, Jr. Kay Miller Hobart Glenn R. White Marshall C. Stranburg Always a lively session, state general counsels will discuss their perspectives of current state tax issues. You will have the opportunity to submit questions prior to the session for response by the general counsels. 4:45-5:30 pm Tax Planning A State s Perspective Moderator: James P. Sweeney Panelists: Representative, New York State Department of Taxation and Finance Michael T. Fatale Mark Hellner Did you ever wonder why your meticulously developed tax saving strategy fails when your employer s or client s return is reviewed by the state? In this presentation, find out which tax planning practices are most bothersome to the state tax authorities general counsels and why. 5:30-6:30 pm Networking Cocktail Reception Sponsored by BNA Tax Management Friday, May 18 7:45-8:15 am Continental Breakfast 8:15-8:30 am Introduction and Overview Jan Goodwin, Vice-Chair, Multistate Tax Commission 8:30-9:15 am Sales and Use Taxes: Current Developments - National Perspective Carolyn L. Elerson Review of recent constitutional, legislative, judicial and administrative sales and use tax developments with emphasis on those giving rise to planning and refund opportunities. 9:15-10:00 am SSTP and the SSUTA The Complexities of the Simplification Moderator: Panelists: Leah Durner Diane L. Hardt Sandra G. Long The SSTP and the accompanying SSUTA share the goal of simplifying the collection and remittance of sales and use tax for single state and multistate businesses. As we define the parameters, issues surface that may impact the behaviors of the companies that will have to actually do the collection and remittance. Further, some of the deliberations have led to shifting administrative burdens from vendors to purchasers and to outright taxation of articles and services previously not taxable. This panel will discuss the ancillary issues that have arisen and potential resolutions arising from the process of simplification. 10:00-10:30 am 10:30-11:15 am The Constitutionality of Retroactive Taxes and Related Penalties Marilyn A. Wethekam Is Due Process violated? Can't taxpayers rely on the law as it exists when they file their returns? Are hammers disguised as amnesties? 11:15 am-12:15 pm Legal Ethics: Corporate Taxpayers, Their Advisors, Criminal Prosecutions and Professional Ethic Violations Learning From Others Mistakes Peter L. Faber In recent years, numerous states have proactively sought to expose abusive tax transactions and have developed initiatives to increase taxpayer compliance. These state efforts coupled with the increasing volume of tax planning and controversy matters present important ethical issues for practitioners. This speaker will address such topics as: (1) How much factual due diligence must an outside provider perform?; (2) How much reliance can or should be placed on client factual representations?; (3) Is the role of an advisor that of an advocate?; (4) Conflicts of interest - What are the best practices for early identification?; (5) When does the duty of candor apply under ABA Model Rule 3.3?; (6) Making non-meritorious claims or contentions - How should this standard apply at the administrative levels?; (7) When is simply "making an argument" not good enough?; and (8) What are the obligations of the state lawyer or official to disclose facts and legal authorities (including unpublished ones) to the opposing party that supports the party's position? 12:15-1:30 pm Lunch (on your own) 1:30-2:15 pm State of the States and Tax Reform Spots to Watch Robert J. Cline Joseph R. Crosby Harley Duncan A panel discussion that will review the current status of Michigan s SBT and other states tax reform efforts; pending and anticipated legislation in the 110th Congress; other hot spots of current activities. 2:15-3:00 pm MTC Update Gregory S. Matson This session presents an overview of recent Multistate Tax Commission activities. Focusing on the major MTC programs, the session will explore those issues of most interest to the Commission: the model statute for compilation of state tax return data, expanded audit initiatives, and enhancing information sharing among the Commission, states and the IRS. 3:00-3:15 pm 3:15-4:00 pm Harmonic Co-existence of Financial and Tax Reporting Transparency and Privilege Preservation Fact or Fiction? Scott Brian Clark The confluence of FIN 48, SOX 404, Schedule M-3 and summons for tax accrual workpapers and opinions will undoubtedly test the limits of privilege claims. These regulatory, legislative and enforcement events are significant developments in the movement towards transparency in financial and tax reporting and combating tax sheltering activities. In this session, we will examine the history of the privilege doctrines affecting tax accounting rules, tax advice and tax accrual workpapers, discuss the challenges companies are facing in today s environment, and offer suggestions for establishing tax and audit processes and controls that will preserve privilege 4:00-4:45 pm Current Audit Issues Outside the Sales and Use Tax Area Paul H. Frankel Nationally respected commentators will discuss trends and developments outside the sales and use tax area, including recently decided, current and ongoing issues being challenged by state and local tax commissions from the viewpoints of the taxpayer and the state. 4:45 pm Adjournment

5 Program Chair Partner & National Director State & Local Tax Services-Technical Ernst & Young, LLP Faculty Mark R. Arrigo Tampa, FL Scott Brian Clark Thelen Reid Brown Raysman & Steiner LLP Robert J. Cline National Director State & Local Tax Policy Economics Joseph R. Crosby Legislative Director Council on State Taxation Valerie C. Dickerson Senior Manager Deloitte Tax LLP Costa Mesa, CA Harley Duncan Executive Director Federation of Tax Administrators Leah Durner Senior Manager Carolyn L. Elerson Manager, Sales & Use Tax FedEx Corporate Services Memphis, TN Peter L. Faber McDermott, Will & Emery Michael T. Fatale Chief, Rulings & Regulations Bureau Massachusetts Department of Revenue Boston, MA Mark S. Fisher Partner Washington National Tax Group Deloitte Tax LLP Costa Mesa, CA Speakers Paul H. Frankel Stephanie Anne Lipinski Galland Thompson Coburn LLP Joe W. Garrett, Jr. Administrator of Tax Policy Alabama Department of Revenue Montgomery, AL Jan Goodwin Secretary New Mexico Tax & Revenue Department Santa Fe, NM June Summers Haas Honigman Miller Schwartz & Cohn LLP Lansing, MI Diane L. Hardt Administrator, Division of Income, Sales & Excise Taxes Wisconsin Department of Revenue Madison, WI Mark Hellner General Counsel Illinois Department of Revenue Kevin J. Herzberg South East Managing Director TruePartners Consulting Tampa, FL Kay Miller Hobart Special Deputy Attorney General, Revenue Section North Carolina Department of Justice Raleigh, NC Ferdinand Hogroian State & Local Tax Manager Ann Holley Partner Hollis L. Hyans Sandra G. Long Senior Manager Sales/Use & License Taxes HCA Inc. Nashville, TN Gregory S. Matson Deputy Director Mutistate Tax Commission J. Hugh McKinnon Senior Tax Attorney General Motors Corporation Detroit, MI Kelli Murphy Ford Motor Company Detroit, MI Brian D. Myers Indianapolis, IN Debra S. Petersen Franchise Tax Board Sacramento, CA Alva P. Loiselle Professor of Law University of Connecticut School of Law Hartford, CT Jeffrey N. Saviano Ernst & Young, LLP Boston, MA Shirley K. Sicilian General Counsel Multistate Tax Commission Marshall C. Stranburg Deputy General Counsel Florida Department of Revenue Tallahassee, FL James P. Sweeney Managing Director & General Counsel True Partners Consulting LLC Roseland, NJ Marilyn A. Wethekam Horwood Marcus & Berk Chartered Glenn R. White Administrator, Office of Policy & Research Development Michigan Department of Treasury Lansing, MI Partner, National Practice Leader Advisory Board Board: Bobby L. Burgner General Electric Company W. Keith Davis Bank of America Harley Duncan Federation of Tax Administrators Peter L. Faber McDermott Will & Emery Paul H. Frankel Jerrold S. Gattegno Deloitte Tax LLP Ronald Lee Grubbs HCA Inc. Ann Holley Joe Huddleston Multistate Tax Commission Stephanie Anne Lipinski Galland Thompson Coburn LLP Michael H. Lippman Liquid Engines, Inc. Walter Nagel Sullivan & Worcester LLP Michael H. Salama The Walt Disney Company Diann L. Smith Council on State Taxation James P. Sweeney True Partners Consulting LLC William D. Townsend Fowler White Boggs Banker Marilyn A. Wethekam Horwood Marcus & Berk Chartered

6 Program Details Hotel Reservations A block of rooms has been held at the following hotel until April 17, These rooms will be held as a block, unless exhausted, until the above date at which time they will be released to the general public. Please be sure to mention the State & Local Tax room block to receive the room rate below. Hyatt Regency Washington on Capitol Hill 400 New Jersey Avenue, NW Phone: (800) Room rate: $245/single or double Disclaimer Speakers are subject to change. Services for People with special needs or dietary restrictions Call (202) Scholarships Georgetown CLE makes every effort possible to provide equal educational opportunities to all. We provide a limited number of scholarships on a case-by-case basis. Apply online at or submit written request no later than 5:00 pm on Friday, May 4, 2007 to: Scholarship Committee Georgetown CLE 600 New Jersey Avenue, NW or fax to (202) Cancellations/Rain Checks/Substitutions Please fax your cancellation notice to (202) by 5:00 pm on Monday, May 14, 2007 for a refund (less $75 administrative fee). Rain checks for a future program will be granted for cancellations received after May 14 and prior to the start of the program. Substitutions are accepted at anytime prior to the program. Money-Back Guarantee We are confident that you will leave this conference with more than enough ideas and insights to make your investment pay off. However, if you feel you have not received your money s worth by the end of the program, simply contact a member of our registration team at the conference or call (202) and we will process a 100% refund for your registration fee! CLE Credits Accreditation has been or will be requested for this program from states with mandatory Continuing Legal Education requirements for 13.5 CLE credits including 1.0 hour of legal ethics (based on a 60 minute hour) and 16.0 CLE credits including 1.0 hour of legal ethics (based on a 50 minute hour). Georgetown University Law Center is an accredited CLE provider in most MCLE states. Georgetown CLE is a State Bar of California approved MCLE provider. Some states require nominal accreditation fees. You will be asked to submit payment at the program s conclusion. CPE Credits Georgetown CLE is registered with the National Association of State Board of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be addressed to the National Registry of CPE Sponsors. 150 Fourth Avenue North, Suite 700, Nashville, TN, Web site: Course level: Overview; Group-Live, No prerequisites or Advance Preparation required. Registration Form Please Print or Type. Payment must accompany registration. The Commerce Clause & State Taxation (May 16) $395 Registration $195 Government Employees State & Local Tax Institute (May 17-18) Early-Bird Registrations must be received before April 13, $995 Early-Bird Regular Registration $945 Early Bird Georgetown Law Alumnus class of $1095 Regular Registration $1045 Georgetown Law Alumnus class of $495 Government Employees $495 Paralegal $95 Ethics ONLY Name: Mr. Ms. address: (please print clearly) Firm/Organization: Address: City: State: Zip: Phone: Fax: CLE credit? Yes No What state(s)? Feel free to copy this form and pass it along to your associates. Your priority code is: Help us expedite your registration. Enter the characters appearing on the top of the mailing label. Please enter this code even if the label is addressed to someone else. Thank you! I cannot attend, but send me: SYMPOSIUM: CD-ROM Course Materials (text only) $79 SYMPOSIUM: Hard Copy Course Materials $79 SYMPOSIUM: Audio CD-ROM(audio & text) $249 SALT: CD-ROM Course Materials (text only) $149 SALT: Hard Copy Course Materials $149 SALT: Audio CD-ROM(audio & text) $449 For CD-ROM and course material, individuals or firms with a DC address should add 5.75% sales tax, VA 5.0%, MD 5.0%, and PA 6.0% (or 7.0% if from Philadelphia or Allegheny County.) Five Ways To Register: 1. PHONE to (credit card registrations only) 2. MAIL with check payable to Georgetown CLE to address below. Check enclosed # $ or purchase order may be attached to this form # 3. FAX to (credit card/po registrations only) VISA MC AMEX Card #: Expiration Date: Signature: 4. your registration information to: cle@law.georgetown.edu 5. ONLINE Georgetown University Law Center Continuing Legal Education 600 New Jersey Avenue, NW

7 3rd Annual Symposium The Commerce Clause and State Taxation Wednesday, May 16, 2007 Georgetown University Law Center Details Inside! 30th Annual Advanced State & Local Tax Institute GeorgetownCLE: INSTITUTE Thursday-Friday, May 17-18, 2007 Hyatt Regency on Capitol Hill Georgetown University Law Center Continuing Legal Education 600 New Jersey Avenue, NW Non-Profit U.S. Postage PAID Wash., D.C. No Attention Mail Room: If the individual whose name is on the label is no longer employed, please forward this material to the successor. At the 2007 Institute You Will: Review the year's most important state and local income tax developments from a national perspective Obtain up-to-date analyses of state developments at our annual regional workshops Examine recent nexus controversies and foresee where jurisdictional standards might be headed Participate in a lively debate between state tax general counsels and taxpayers Analyze sales and use tax developments from across the country Explore the most important ethics issues facing SALT practitioners Enjoy the annual debate on recent cases between Paul Frankel and Professor Richard Pomp We would like to thank the 2007 Sponsors for their support. Bank of America Corporation Deloitte & Touche USA LLP New Topics You Asked For: Assess the ramifications of new "Water's Edge" legislation Explore sourcing of sales from other than sales of tangible personal property Receive an update on state rules designed to curb perceived abusive tax shelter transactions Explore FIN 48 best practices, lessons learned and intersection with SOX 404 policies Learn states' perspectives on tax planning practices and what state officials find most troubling Discuss the issues surrounding SSTP, SSUTA and potential resolutions arising from simplification Examine the constitutionality of retroactive taxes and related penalties Analyze privilege issues affecting SALT practitioners and taxpayers