Tax Practice. Representative Clients

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1 Tax Practice Crowell & Moring LLP provides federal and state tax advice and representation to corporations and joint ventures, domestic and foreign, in business transactions, tax controversies, and litigation. Our tax practice includes all U.S. tax aspects of business transactions and all administrative and litigation forums. Our clients include public and private businesses of all types from Fortune 500 companies to small businesses in emerging industries. Our lawyers have deep knowledge of tax law, all aspects of IRS and state administrative proceedings, and tax litigation. Our lawyers are recognized by Chambers USA, the Legal 500 United States, and SuperLawyers. Our clients benefit from their prior experience in positions with the Department of Justice Tax Division, the Treasury Department Office of Tax Legislative Counsel, the Staff of the Joint Committee on Taxation of the U.S. Congress, and the Office of Management and Budget. We are particularly well-known for tax controversy and litigation, tax planning for corporate and financing transactions, international tax, state tax matters, partnership tax, and employee benefits and executive compensation, described further below. We believe in building long-term strategic partnerships with our clients, and have developed close relationships with great companies. We invest in client relationships, making it our mission to know our client s business, and are committed to providing creative, long-term solutions to complex tax problems in a cost-effective manner. Representative Clients Aetna Inc. BAE Systems Delcan Corporation Dow Chemical DuPont Kinder Morgan Enterprise Holdings Gate Gourmet Gerber Scientific Goldman Sachs Health Net, Inc. ICAP Kaman Corporation Marriott Open Text QuadraMed Teck American Incorporated Wheels, Inc. Tax Controversy and Litigation Crowell & Moring has a long history of achieving outstanding results in tax litigation. We have litigated numerous tax matters before the U.S. Tax Court, U.S. Court of Federal Claims, U.S. district courts, U.S. bankruptcy courts, U.S. courts of appeals and various state courts. However, we also recognize that litigation is a last resort. Early, innovative use of alternative dispute resolution techniques often provides the best, most cost-effective result. Some of our greatest successes never appear in reported decisions because we have the experience to deftly resolve cases administratively. We have successfully represented clients in hundreds of administrative tax cases without the need for litigation.

2 Although most of our tax controversy work is confidential, the following is a selection of our lawyers cases of public record: El Paso Corp. v. United States, Case 4:10-cv (S.D. Tex.) (improper tax assessment under mitigation rules) (pending) Union Carbide Corp. v. Comm r, T.C. Memo (research credits) Marriott Int l Resorts, L.P. v. United States, 83 Fed. Cl. 291 (2008), aff d, 586 F.3d 962 (Fed. Cir. 2009) (short sale liability excluded from partnership basis) Weyerhaeuser v. Comm r, T.C. No (qualification of interest on solid waste disposal bonds for tax exemption) E.I. DuPont de Nemours and Co. v. United States, No T (Fed. Cl. 2003) (allocation of purchase price for purchased business to supply contract) Mary Kay Corp. v. Comm r, T.C. Nos and (transfer pricing regarding marketing intangibles) Industry Director Directive, Examination of Sports Franchises (Oct. 24, 2003) (amortization of baseball player contracts) Exxon Corp. v. Comm r, 113 T.C. 338 (1999) (foreign tax credit for U.K. Petroleum Revenue Tax) Kmart Corp. v. New Mexico, 131 P.3d 22 (NM 20005). Transactional Tax Crowell & Moring advises corporations and joint ventures, both domestic and foreign, concerning the federal and state tax aspects of business transactions. We play an integral part in the firm s transactions practice, teaming with our corporate lawyers to find innovative, taxsensitive solutions to satisfy client business needs in complex transactions. Crowell & Moring s tax lawyers provide tax planning for every aspect of reorganizations, mergers, acquisitions, dispositions, spin-offs and split-offs, and other corporate transactions. We have extensive experience with taxable and tax-free stock and asset acquisitions and dispositions, divisive reorganizations, and acquisitions involving affiliated groups of corporations filing consolidated returns. We advise on inbound and outbound transactions, transfer pricing matters, and treaty issues. We provide the full complement of transactionrelated compensation tax advice, including all types of qualified and non-qualified equity compensation. We have an active practice providing tax advice for joint ventures and funds, including partnership formation and structuring. We participate in a wide variety of securities

3 transactions including public and private placements of equity and debt securities and corporate financing. We have extensive experience structuring sophisticated financial products, including application of the original issue discount rules. Our tax lawyers are adept at using their skill with IRS administrative practice to find solutions to the biggest tax challenges. Where necessary, we have obtained private letter rulings, pre-filing agreements, advance pricing agreements, or competent authority assistance to satisfy the need for tax certainty. State Tax Crowell & Moring s tax lawyers have handled state tax matters in virtually every state. Our state tax practice includes multistate tax planning, audit assistance, and litigation. We have deep experience in state income and franchise taxes, sales and use taxes, gross receipts taxes, property taxes, transfer taxes, and unclaimed property. Our work often takes place beyond the glare of publicity that clients seek to avoid. When necessary, we have the resources and experience to represent clients throughout state court systems and before the U.S. Supreme Court. Our state tax clients include Fortune 500 companies in various industries including traditional retailers and manufacturers, providers of digital goods, service providers, and financial service providers. Our experience includes negotiating confidential multi-state voluntary disclosure agreements, developing policy positions and, where appropriate, providing tax opinions to support our clients. We regularly advise clients on state tax matters related to M&A transactions, bankruptcies, and settlements. Based on decades of experience with sophisticated clients across many jurisdictions and industries, we can alert our clients to best practices that strengthen their state tax posture. Additionally, this experience enables us to identify and prosecute significant refund claims on their behalf. Our state tax partners bring a wealth of experience, including corporate tax leadership (Fortune 100 vice president of taxes), Big 4 tax leadership (national partner in charge of state tax technical services), peer recognition (chair of the American Bar Association State & Local Tax Committee), and faculty appointments to Georgetown University Law Center. International Tax Crowell & Moring s tax lawyers have extensive experience handling international tax issues, including transfer pricing. We represent U.S. and foreign-based multinationals in IRS administrative controversies and litigation and provide advice concerning the U.S. tax aspects of their most important inbound and outbound transactions. We also work regularly with the IRS Transfer Pricing Practice, including the advance pricing agreement (APA) program and U.S. Competent Authority (now the Advance Pricing and Mutual Agreement (APMA) program).

4 Our tax lawyers are recognized as thought leaders in the area of transfer pricing. For example, David Blair is editor of the Transfer Pricing Answer Book 2012, published by the Practising law Institute, and David Fischer was an original co-author of A Practical Guide to U.S. Transfer Pricing, published by Aspen Publishers. Both speak often and are regularly quoted in the press on tax issues. Partnership Tax Crowell & Moring s tax lawyers regularly handle partnership tax issues in transactions and tax controversies. We provide advice to major corporations, joint ventures, funds, and venture capital investors on the tax aspects of partnership formation and structuring, including partnership allocations. Our lawyers have defended partnerships and partners against IRS arguments under the disguised sale provisions and related tax doctrines. We have extensive experience navigating the unique procedural issues faced by TEFRA partnerships and have handled TEFRA cases in IRS administrative controversies and litigation. Employee Benefits and Executive Compensation Crowell & Moring s tax lawyers provide advice in connection with tax-qualified deferred compensation plans, compensation issues, employment status, non-qualified deferred compensation plans, executive compensation planning and compliance, and health and welfare plans. We are active in designing, drafting, amending, merging, and terminating all types of qualified plans and regularly interact with and appear before the IRS and other federal agencies in order to obtain both advice and appropriate relief for our clients. We provide fiduciary counsel in connection with prohibited transaction issues, plan investments, and selection of investment managers and investment options for both participant-directed investments and defined-benefit pension plans. We also provide advice in connection with plan audits and with respect to plan issues arising in connection with corporate mergers and acquisitions. We negotiate with collective bargaining representatives over plan provisions and advise on all aspects of plan administration. Our executive compensation practice is experienced and on the cutting edge. We regular advise a range of companies, from new and emerging companies to large, established entities. We also regularly advise on executive compensation issues that arise in the context of a full range of corporate transactions.

5 Contacts Harold J. Heltzer (Practice Chair) David B. Blair David J. Fischer Donald M. Griswold Charles C. Hwang Walter Nagel Seth T. Perretta Jennifer A. Ray Howard M. Weinman Robert L. Willmore Joel D. Wood Jeremy Abrams