CURRICULUM VITAE present -- Professor, University of Tennessee College of Law, teaching income tax and legal process

Transcription

1 Don A. Leatherman W. Allen Separk Distinguished Professor of Law University of Tennessee College of Law 1505 W. Cumberland Avenue Knoxville, TN (865) CURRICULUM VITAE Education New York University, L.L.M. (tax) (1984) Dickinson School of Law, J.D. magna cum laude (1981) Law Review Goshen College, B.A. (1975) Experience 2004-present -- Professor, University of Tennessee College of Law, teaching income tax and legal process Associate Professor, University of Tennessee College of Law, teaching income tax and legal process Adjunct Professor, Georgetown University Law Center, teaching business planning Chief, Branch 4, Assistant Chief Counsel (Corporate), Internal Revenue Service Special Assistant to the Assistant Chief Counsel (Corporate), Internal Revenue Service Associate, Arnold & Porter, Washington, D.C Associate, Skarlatos & Zonarich Professional Activities and Memberships American Bar Association, 1994-present Member, Committee on Affiliated and Related Corporations; , Chair of the committee; , Vice-chair of the committee; Chair, , Subcommittee on Affiliation and Control Issues; Chair, , Subcommittee on Affiliation and Control Issues; Chair, 1997, Subcommittee on Important Developments

2 American Association of Law Schools Publications Books Federal Income Taxation of Corporations and Partnerships (5 th ed. 2013) (co-authored with Howard Abrams and Richard Doernberg) (together with a Teacher s Supplement, which was published in 2014) Federal Corporate Taxation (7 th ed. 2013) (co-authored with Howard Abrams and Richard Doernberg) Federal Income Taxation of Corporations and Partnerships (4th ed.) and a companion teacher's manual (co-authored with Richard Doernberg and Howard Abrams). Articles An Analysis of the Section 336(e) Regulations, forthcoming in Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations and Restructurings 2014 (Practising Law Institute 2014) (this article revises and substantially supplements the 2013 article on 336(e)) Section 336(e) Elections and S Corporations, forthcoming in Major Tax Planning 2014 (Matthew Bender 2014) A Survey of the Section 336(e) Regulations, Chapter 33, Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings (course handbook 2013) The Scope of the General Utilities Repeal, 91 TAXES 235 (March 2013) Section (c)(6)(ii)(C): Limiting Gain Duplication on Member Stock, published in Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations and Restructurings 2011 (Practising Law Institute 2011) Coordinating , , and , 29 Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations and Restructurings (Practising Law Institute 2010) A Survey of , 24 Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations and Restructurings (Practising Law Institute 2009) Excluding the Selling Member's Gain (c)(6)(ii) and T(c)(6)(ii)(C), 30 Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations and Restructurings (Practising Law Institute 2008) -2-

3 Gimme Fiction: Revenue Ruling 99-6, Vol. 86, No. 3 Taxes 151 (March 2008) The Proposed Unified Loss Disallowance Rules, 27 Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations and Restructurings (Practising Law Institute 2007) Four Consolidated Regulations and a Revenue Ruling: , T, T(a), T, and Rev. Rul , 25 Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations and Restructurings (Practising Law Institute 2006) Fundamental Concepts, the introductory chapter of an e-book on the federal income taxation of consolidated groups published by Commerce Clearing House (2006) Liquidating into Multiple Distributee Members, 24 Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations and Restructurings (Practising Law Institute 2005) Important Developments for Consolidated Groups, 58 Tax Lawyer 975 (2005) Menu of Recent Consolidated Developments, 22 Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations and Restructurings (Practising Law Institute 2004) A Primer on T, 21 Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations and Restructurings (Practising Law Institute 2003) Why Rite Aid is Wrong, 52 American University Law Review 811 (2003) Current Developments for Consolidated Groups, 18 Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations and Restructurings (Practising Law Institute 2002) Notice and Consolidated Groups, 15 Journal of Taxation of Financial Institutions 9 (Mar./Apr. 2002) Recent Developments for Consolidated Groups, 17 Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations and Restructurings (Practising Law Institute 2001) United Dominion and the Consolidated Return Regulations, 91 Tax Notes 1319 (2001) Current Developments for Consolidated Groups, 15 Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations and Restructurings (Practising Law Institute 2000) (cited in United Dominion Indus., Inc. v. United States, 121 S.Ct (2001)) -3-

4 Taxable Transactions Involving S Corporations and Their Shareholders, 58 NYU Inst. Fed. Tax'n ch. 7 (Matthew Bender 2000) Musings on Current Consolidated Issues, 14 Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations and Restructurings 1999 Ch. 220 (Practising Law Institute 1999) Are Separate Liability Losses Separate for Consolidated Groups, 52 Tax Lawyer 663 (1999) (cited in United Dominion Indus., Inc. v. United States, 121 S.Ct (2001)) Extraordinary Gain and Loss Disallowance -- Formulas to Compute the Extraordinary Gain Disposition Factor, 12 Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations and Restructurings 1998 Ch. 182 (Practising Law Institute 1998) Shifting of Member Stock Basis under (c), 13 Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations and Restructurings 1998 Ch. 188 (Practising Law Institute 1998) Current Developments for Consolidated Groups, 50 Tax Lawyer 897 (1997) The Use of Partnerships by Consolidated Groups (co-authored with Terrill Hyde and Bill Wasserman), 12 Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations and Restructurings 1997 Ch. 152 (Practising Law Institute 1997) The Pennsylvania Eminent Domain Code: A Bittersweet Nostrum for the Residential Tenant, 84 Dick. L. Rev. 499 (1980) Book chapters A Survey of the Federal Income Tax Consequences of DaimlerChrysler Combination, a chapter in a book about the DaimlerChrsyler combination written mostly by members of the law faculty Book reviews Perfectly Legal, 41 Tenn. B. J. 23 (June 2005) Works in Progress Corralling Single-Entity Theory for Consolidated Groups (reviewing the history of the consolidated return regulations and describing a methodology to interpret the regulations) Panels, Speeches, and Task Forces March I participated in a panel for the American Law Institute entitled Taxable Acquisition Strategies as part of a continuing legal education seminar -4-

5 held in Washington, DC January I participated in a panel for the American Bar Association ( ABA ) tax section meeting entitled Section 336(e) and Bankruptcy Restructuring January I participated in a panel at the USC Gould School of Law 2014 Tax Institute entitled Meet the New Boss, Same as the Old Boss: Regulations under Section 336(e) Mirror those under Section 338(h)(10) December 2013 November I led an 8-hour continuing legal education program on S corporation taxation for the accounting firm Dixon Hughes Goodman Sept I moderated a panel for at the American Bar Association ( ABA ) tax section meeting in San Francisco on partnership transactions involving partner stock 1 Sept I moderated a teleconference for the ABA entitled Current Developments in Consolidated Tax Returns: Consolidated Aspects of the Section 336(e) Regulations August I participated in a discussion group at the Southeast Association of Law Schools meeting concerning interdisciplinary teaching May I moderated a panel at the ABA tax section meeting entitled The Section 336(e) Regulations December 2012 November November I led an 8-hour continuing legal education program on S corporation taxation for the accounting firm Dixon Hughes Goodman I presented a paper at the University of Chicago Federal Tax Institute on the scope of the General Utilities repeal 1 In each case, moderating a panel includes the following activities: soliciting the other panelists for the program, preparing an outline of the topic to be discussed, coordinating prepanel discussions of the topics to be presented by the panel, often preparing materials to be circulated at the panel presentation, and participating on the panel as a substantive presenter. -5-

6 October I presented a paper at the Tulane Tax Institute on the acquisition of financially troubled corporations August In a faculty forum, I discussed the tax discussion in the Supreme Court s decision on Obamacare, National Federation of Independent Businesses v. Sebelius May I moderated a panel at the ABA tax section meeting entitled Acquisition of Financially Troubled Corporations Part II May I participated in a panel at the ABA tax section meeting entitled Is There Alchemy When Debt Disappears in Partnership Contribution/Distribution Transactions? February December I moderated a panel at the ABA tax section meeting entitled Acquisition of Financially Troubled Corporations Part I October I led an 8-hour continuing legal education program on S corporation taxation for the accounting firm Dixon Hughes Goodman October I moderated a panel at the ABA tax section meeting on whether and to what extent to modify the SRLY rules March I spoke on an ABA teleconference on Consolidated Tax Return Basics January At the ABA tax section January meeting, I moderated a panel entitled "A Survey of 351;" at the same meeting, I spoke on a panel entitled Sections 351(e) and 368(a)(2)(F) December May At the ABA tax section May meeting, I moderated a panel entitled "Consolidated Return Issues for Troubled Companies" December Sept At the ABA tax section fall meeting, I moderated a panel entitled "Section Some Remaining Questions" -6-

7 June At the Texas Federal Tax Institute, I gave a speech on the unified loss rules for consolidated groups May I participated as a panelist on a teleconference for the ABA tax section; the teleconference was entitled "Troubling Issues with Troubled Members of a Consolidated Group" January I participated on a panel with Iris Goodwin, Glenn Reynolds and Walter Block entitled "Privatize This!!" December January At the ABA tax section January meeting, I participated a panel on the stock basis for consolidated groups November At the University of Chicago Federal Tax Institute, I participated on a panel discussing asymmetric acquisitions October At the ABA tax section October meeting, I moderated a panel on the history of the consolidated return regulations May At the ABA tax section May meeting, I moderated a panel discussing the proposed unified loss disallowance rules November October At the ABA tax section October meeting, I moderated a panel discussing current January At the ABA tax section January meeting, I was a panelist on a panel discussing current November September At the ABA tax section September meeting, I was a panelist on a panel discussing how 362(e)(2) applied to consolidated groups; I also moderated the panel and prepared a PowerPoint presentation for the panel May At the ABA tax section May meeting, I was a panelist on a panel -7-

8 discussing current January At the ABA tax section January meeting, I was a panelist on and moderator of a panel discussing current developments for consolidated groups November June I participated as a panelist on a teleconference for the ABA tax section; the teleconference was entitled "Applying 108 to Consolidated Groups" May At the ABA tax section May meeting, I was a panelist discussing current January At the January meeting of the ABA tax section, I participated on two panels, discussing planning opportunities presented by T November May I participated as a panelist on a teleconference for the ABA tax section; the teleconference was entitled "The Consolidated Return Loss Disallowance Rules." May At the ABA tax section May meeting, I moderated a panel discussing regulations under T; I also prepared PowerPoint slides used for the panel I drafted a report for the Affiliated & Related Corporations Committee of the ABA tax section on Treas. Reg (d)-2T and T, available on-line at 2003 TNT October At the ABA tax section October meeting, I prepared PowerPoint slides used by the panel discussing the new loss disallowance rules; I also moderated the panel October June At the Texas Federal Tax Institute, I gave a speech on current. -8-

9 May At the ABA tax section May meeting, I prepared materials used by the panel discussing current January At the ABA tax section winter meeting, I prepared materials used by the panel discussing current October August At the ABA annual meeting, spoke on a panel discussing current ; I prepared the materials presented by the panel and those materials will be distributed at the meeting May At the ABA tax section spring meeting, moderate a panel discussing current ; I prepared the materials presented by the panel and those materials were distributed at the meeting January At the ABA tax section winter meeting, spoke on a panel discussing current ; I prepared the materials presented by the panel and those materials were distributed at the meeting November At the Mid-America Tax Conference in St. Louis, I presented a paper on disregarded entities October At the ABA tax section fall meeting, moderated a panel discussing current ; I prepared the materials presented by the panel and those materials were distributed at the meeting May At the ABA tax section spring meeting, I prepared materials used by the panel discussing current January At the ABA tax section winter meeting, participated in a panel discussing proposed legislation to treat a consolidated group like two subgroups in applying the "active trade or business" requirement under 355 November I spoke at the Kentucky Federal Tax Institute, reprising the October 1999 speech described below October I spoke at the New York University Federal Tax Institute; speech entitled "Navigating the Subchapter S Rules: Taxable Transactions Involving S Corporations and Their Subsidiaries" -9-

10 May At the ABA tax section May meeting, participated on a panel discussing current developments relating to consolidated groups; I prepared the materials presented by the panel and those materials were distributed at the meeting January At the ABA tax section winter meeting, moderated a panel considering the use of separate liability losses by a consolidated group; I prepared the materials presented by the panel and those materials were distributed at the meeting; the materials were a synopsis of my article later published in the Tax Lawyer -- At the same meeting, participated in a panel that considered proposed regulations under 1032 regulations that dealt with the use of parent stock by a subsidiary; I prepared the materials presented by the panel and those materials were distributed at the meeting May At the ABA tax section May meeting, moderated a panel considering current developments, including the shifting of member stock basis under (c); I prepared the materials presented by the panel and those materials were distributed at the meeting and also became part of an article I published later that year January At the ABA tax section winter meeting, I participated on a panel discussing current developments relating to consolidated groups May At the ABA tax section May meeting, I moderated a panel considering the use by consolidated groups of partnerships and limited liability companies; I prepared the materials presented by the panel and those materials were used for at least two other presentations and were also published January At the ABA tax section winter meeting, I participated on a panel discussing acquisitions and dispositions of subsidiary members of consolidated groups May At the ABA tax section May meeting, I participated on a panel discussing the final regulations under (f)(6) -- At the same meeting, I moderated a panel considering reverse acquisitions under , including possible modifications to the regulations January At the ABA tax section winter meeting, I participated on a panel discussing current developments relating to consolidated groups, including proposed regulations under (f)(6) -10-

11 I participated in two task forces considering upstream and downstream mergers for the Committees on Affiliated and Related Corporations and on Corporate Tax of the ABA tax section Awards and Research Grants Student Bar Association Professor of the Year Bass, Berry & Sims Award for Outstanding Service to the Bench and Bar Carden Award for Outstanding Achievement in Scholarship University of Tennessee National Alumni Association Outstanding Teacher Award -- W. Allen Separk Faculty Scholarship Award Harold C. Warner Outstanding Teacher Award Harold C. Warner Outstanding Teacher Award , Summer Research Grants, University of Tennessee College of Law Institutional Service University Service Member, Committee to select recipients of the Tennessee National Alumni Association Outstanding Teacher Award Member, Faculty Senate, , Member, Information Technology Committee, Member, Faculty Affairs Committee Member, Athletic Committee of the Faculty Senate, , Member, Library Committee of the Faculty Senate, College of Law Service Academic Standards Committee, Law Review Advisor,

12 Chair, Appointments Committee, Member, Admissions Committee, Member, Academic Standards and Curriculum Committee Member, Dean Search Committee Chair, Academic Standards and Curriculum Committee Coach, Team for the ABA Law Student Tax Challenge (with the team finishing second overall) Member, Appointments Committee, , Member, Alumni Outstanding Teacher Selection Committee, 2003 Member, Post-tenure review committee for Jerry Black Member, Tenure committee for Becky Jacobs Chair, Committee to select the recipient of the W. Allen Separk Faculty Scholarship Award, 2002 and 2003 Member, Admissions Committee, Member, Adjunct Faculty Committee, Member, Governance Committee, , Faculty adviser, Tennessee Law Review, Faculty adviser, Business and Tax Law Association, Member, Teaching Improvement and Faculty Development Committee, Member Technology and Information Services Committee, Member, Appointments Committee, and Member, Readmissions Committee, 1995 Member, Library Committee, Speaker, Academic Success program on exam taking,