PODCAST

GILTI Conscience

Skadden, Arps, Slate, Meagher & Flom LLP

This is GILTI Conscience: Casual Discussions on Transfer Pricing, Tax Treaties, and Related Topics, a podcast from Skadden that invites thought leaders and industry experts to discuss pressing transfer pricing issues, international tax reform efforts, and tax administration trends. We also dig into the innovative approaches companies are using to navigate the international tax environment and address the obligation everyone loves to hate. If you like what you’re hearing, be sure to subscribe in your favorite podcast app so you don’t miss any future conversations. Skadden's tax team is recognized globally for providing clients with creative and innovative solutions to their most pressing transactional, planning, and controversy challenges. Additional information about Skadden can be found at skadden.com. GILTI Conscience is a podcast by Skadden, Arps, Slate, Meagher & Flom LLP, and Affiliates. Skadden’s tax team is recognized globally for providing clients with creative and innovative solutions to their most pressing transactional, planning, and controversy challenges. This podcast is provided for educational and informational purposes only and is not intended and should not be construed as legal advice. This podcast is considered advertising under applicable state laws.

Tax Legend Fred Goldberg Shares Insights From His 50 Years in Tax Law
1w ago
Tax Legend Fred Goldberg Shares Insights From His 50 Years in Tax Law
In this episode of the “GILTI Conscience” podcast, longtime Skadden tax partner Fred Goldberg joins our hosts Nate Carden and David Farhat to discuss his one-of-a-kind journey through the public and private tax sectors. Fred details the changes he’s seen, his hopes for the future of the field and his advice for those looking to begin a career in tax law. As Fred notes, the tax system is the one set of regulations that every individual, family, business and nonprofit in the country must contend with each year. And for each, the challenge is the same: When you get your taxes right, everything is fine, but when you get them wrong, havoc ensues.  Many people who might consider a career in tax law are driven away by misconceptions about the work — e.g., a tax attorney can’t be altruistic or give back to society. However, Fred believes tax is not just transactional — it’s also relational: The field presents opportunities to collaborate, chase your passion and connect with others. The profession also needs a wide range of personalities and perspectives — you don’t have to change yourself to fit some preconceived notion of an ideal tax attorney. A career in the tax field requires only creativity, listening skills and authenticity.  Fred hopes that mentorship, education and a willingness to shift perspectives can enable tax law to become more diverse and inclusive. He regularly shares the same advice with aspiring lawyers, young professionals already in the tax sector and people on the street: Tax law can make for an outstanding career.  💡 Featured Guest 💡Name: (Fred Goldberg) What he does: Fred is of counsel in Skadden’s Tax Group. He represents business, tax-exempt, and individual clients in all phases of dispute resolution with tax authorities. A primary focus of his practice has been to resolve large and complex tax controversies related to a wide range of issues across all industries. Fred is a former IRS chief counsel, IRS commissioner and Department of the Treasury assistant secretary for tax policy.  Words of wisdom: “Saying it's easy, doing it's hard, but that's why the career is so wonderful. No matter who you are, how you think, what you care about, whether you go into it hammer and tong in a big fight, or whether you like three-dimensional chess, whatever turns you on, it is a spectacular profession.” Connect with Skadden☑️ Follow us on (Twitter) & (LinkedIn). ☑️ Subscribe to GILTI Conscience on (Apple Podcasts), (Spotify), (Google Podcasts), or your favorite podcast app. ☑️ Let us know what topics you would like to hear about on GILTI Conscious by emailing our executive producer at eman.cuyler@skadden.com. GILTI Conscience is a podcast by (Skadden, Arps, Slate, Meagher & Flom LLP, and Affiliates). Skadden’s tax team is recognized globally for providing clients with creative and innovative solutions to their most pressing transactional, planning, and controversy challenges. This podcast is provided for educational and informational purposes only and is not intended and should not be construed as legal advice. This podcast is considered advertising under applicable state laws.
The Issue Behind 'Almost All' Transfer Pricing Cases: Ex Ante or Ex Post Basis
May 18 2022
The Issue Behind 'Almost All' Transfer Pricing Cases: Ex Ante or Ex Post Basis
In this episode of the “GILTI Conscience” podcast, Bram Isgur, principal at Keystone Strategy, joins our hosts Nate Carden and David Farhat to talk about transfer pricing on an ex ante and ex post basis. They discuss the use cases for each method, how these methods differ across industries and why it’s important to think about the bigger picture in preparing for unimaginable events and changes.  So, should you take an ex ante approach, where you look forward and try to figure out your pricing for events that have not yet occurred? Or do you take an ex post approach, where you wait to see what happens and work your way backward? Because there are pros and cons to each, it’s difficult to give a definitive answer. However, Bram has some advice for companies grappling with these choices.  For example, many companies in the tech space either boom or bust, which often leads to tax controversy years later. On the ex ante front, when you’re undertaking a transaction that involves risk, you have to write down what the risks entail — you can't rely solely on the statements put together by people who believed the company would succeed. In particular, you should have someone from the business side and someone from the tax side looking at your documentation. The ex ante approach allows you to talk through your strategy before risks come to pass.  On the ex post side, it’s helpful to take a look at businesses that already failed. Instead of wondering if your company’s success was inevitable, take a look at other companies that existed around the same time and would have been viewed as competitors. Examine their model and look at what happened to them. The ex post approach is often more convenient and accurate in certain cases. No matter which approach you take, it’s vital to assess your situation, determine what’s best for your business and stick to a plan of action. There are no perfect solutions, but consistency gives you a better position to deal with possible tax controversy down the road. 💡 Featured Guest 💡Name: (Bram Isgur) What he does: Bram is a Principal at Keystone Strategy, an economics consulting firm for Fortune Global 500 companies, top law firms, and government agencies. An economist, Bram advises law firms, multinational companies, and banks on diverse issues, including tax and regulatory compliance, transfer pricing controversy, antitrust, and securities law.  Bram’s specialty areas include negotiation of multilateral Advance Pricing Agreements with the IRS and other tax authorities, transfer pricing relating to financial transactions, risk, banking and global dealing, and economic analysis to support Regulation W compliance.  Organization: (Keystone Strategy) Words of wisdom: “Instead of thinking about this particular time in this particular instance, [you] should think more about long term industry trends. It's absolutely true that like there's going to be another black swan event and I don't know what it will be and nobody else knows what it will be either.” Connect: (LinkedIn) Connect with Skadden☑️ Follow us on (Twitter) & (LinkedIn). ☑️ Subscribe to GILTI Conscience on (Apple Podcasts), (Spotify), (Google Podcasts), or your favorite podcast app. ☑️ Let us know what topics you would like to hear about on GILTI Conscious by emailing our executive producer at eman.cuyler@skadden.com. GILTI Conscience is a podcast by (Skadden, Arps, Slate, Meagher &...
Navigating the Once-Obscure German Nonresident Withholding Tax
Apr 29 2022
Navigating the Once-Obscure German Nonresident Withholding Tax
In this episode of the “GILTI Conscience” podcast, Kroll directors Ryan Lange and Kerim Keser and Skadden partner Johannes Frey join our hosts Nate Carden and David Farhat to explore the details of the German nonresident IP withholding tax. They discuss taxation questions that are still up in the air, how the rule could affect multinational corporations, the valuation of intellectual property (IP) registration and the best steps to take if you owe taxes under this law.  Originally implemented in 1925, the German nonresident IP withholding tax is coming back into the public eye after years of inactivity. The tax law states that if a foreign resident company has an IP registered in Germany, it may be subject to German nonresident taxation. However, uncertainty remains around authorities’ ruling on the tax, the process for determining tax requirements and to whom the tax applies. At present, it remains unclear which types of multinationals are affected by this tax law. However, tax experts advise that companies with an IP registered in Germany cover their bases in order to avoid an audit, interest risk, liability risk and even corporate risk. This means companies should disclose their situation to German authorities.  💡 Featured Guests 💡Name: (Ryan Lange) What he does: Ryan is a Director in Kroll’s Chicago Transfer Pricing practice, and he advises clients’ senior management on a variety of issues related to transfer pricing, economics, and valuation. He has over 12 years of experience providing advice to companies spanning all sizes and industries. Ryan is a leader within the Chicago Tax Club and has chaired the international tax committee for the past five years. Additionally, he has co-authored various articles and frequently speaks on transfer pricing topics at both domestic and international conferences.  Organization: (Kroll) Connect: (LinkedIn)  Name: (Kerim Keser) What he does: Kerim is a Managing Director in Kroll’s Munich office and leads Kroll German, Swiss, and Austrian transfer pricing activities. He has 15 years of transfer pricing experience in consulting firms and at the Australian Taxation Office. He has extensive experience developing transfer pricing solutions for companies and advising across industries, including automotive, consumer products, pharmaceuticals, technology, and financial services.  Organization: (Kroll) Connect: (LinkedIn) Name: (Johannes Frey) What he does: Johannes is a Partner in Skadden’s tax division. He has a broad transaction-oriented tax practice with an emphasis on corporate restructurings, acquisitions, spin-offs, joint ventures, and transactions involving cross-border tax planning. Johannes is named a leading lawyer in JUVE Wirtschaftskanzleien, Chambers Global, and Chambers Europe. He also was previously named by Wirtschaftswoche as one of the top 25 corporate tax lawyers in Germany and has repeatedly been named by Handelsblatt/Best Lawyers on its list of Germany’s Best Lawyers. Organization: (Skadden) Connect: (LinkedIn) Connect with Skadden☑️ Follow us on (Twitter) & (LinkedIn). ☑️ Subscribe to GILTI Conscience on ( Apple Podcasts), ( Spotify), ( Google Podcasts), or your favorite podcast app. ☑️ Let us know what...
New Regulation: Statutes, Pillars and the Build Back Better Act
Mar 30 2022
New Regulation: Statutes, Pillars and the Build Back Better Act
In this episode of the “GILTI Conscience” podcast, Skadden international tax attorney Paul Oosterhuis and associate Huzefa Mun join our hosts Nate Carden and David Farhat to discuss legislation, new regulations and the Build Back Better Act. They examine possible outcomes if the Build Back Better Act is not adopted, including changes in other tax regulations that could arise, as well as the potential impact of the “Two-Pillar Solution” on global taxation. The ( Build Back Better Act) has received a great deal of recent attention, but it doesn’t look like we’re going to see any movement on it in the near future. Many analysts therefore are focusing on what is likely to happen on the regulatory and pillars front were the bill not to pass. Paul suggests there would be a fair amount that the Treasury Department would want to consider with respect to the treatment of interest expense for U.S. multinationals. Possible changes include increased foreign tax rates, new check-the-box regulations and alterations in foreign tax credit regulations. Next, the guests discuss whether the OECD’s two-pillar method will shift taxation away from standard international tax rules and bring about a global minimum level of taxation. Pillar One requires a physical presence in a country before that country can tax, and Pillar Two sets a minimum tax at a 15% rate. However, what happens if these pillars are enacted by other countries but not the U.S.? Paul and Hufeza expect that Pillar Two will not be difficult to enact in the EU, the U.K., Japan, Australia and many of the other major countries with multinationals. However, without Pillar Two, the U.S. would likely encounter problems for several years, unless major reform takes place. In addition, absent Pillar One, the U.S. is likely to face a period of chaos, unless it can “beta test” and see if a large group will adopt the pillar. Finally, the group discusses a few other statutes and regulations you should be aware of relating to the Build Back Better Act and international taxation. 💡 Featured Guests 💡Name: (Paul Oosterhuis) What he does: Paul is Of Counsel in Skadden’s international tax sector. He has extensive experience in mergers and acquisitions, post-acquisition integration, internal restructurings, and joint ventures. He has been ranked in the top tier of Chambers USA each year since the guide was first released in 2003 and has been selected for inclusion in Chambers Global, Tax Directors Handbook, The Legal 500 U.S., Who’s Who Legal: Corporate Tax, IFLR1000 and The Best Lawyers in America. He also was named a 2017 BTI Client Service All-Star. Organization: (Skadden) Words of wisdom: “The final thing that is regulatory in nature that comes into play in all of this is the new foreign tax credit regs. The regulations have been like a tsunami coming through the international tax community since they became final.” Connect: (LinkedIn) Name: (Huzefa Mun) What he does: Huzefa is an associate at Skadden, where he advises clients on US and international tax matters. He has particular experience advising multinational companies on IP structuring, transfer pricing audits and dispute resolutions, supply chain and operational tax planning, joint ventures, and real estate and REIT transactional and operational planning. Organization: (Skadden) Words of wisdom: “It's a really interesting time now because we're following up with tax law in the same way that we're following up with the 24-hour news cycle because everything is changing so rapidly. It's a very interesting time and there are so many different moving parts and there's so much complication going on. Trying to make sense of it is going to be, I think, the task for a lot of...
The Tax Legislation Process and What to Expect in 2022
Mar 16 2022
The Tax Legislation Process and What to Expect in 2022
In this episode of the GILTI Conscience podcast, Loren Ponds, Member at Miller & Chevalier in Washington, D.C., joins our hosts to share an overview of the tax legislative process. She discusses the outlook for current tax bills moving through the house and how changes and feedback are incorporated. Over the past two decades, most of the major tax legislation has gone through a reconciliation process where the bills start in the house. The review procedure includes a scoring process to ensure the bill will not increase the deficit before it can be passed.  Feedback also plays an important role in shaping the final version of a tax bill. Bills can be improved by inviting taxpayers to share the real-world implications of a change. In addition, asking the advisor taxpayer community to share critical feedback, with a clearly defined scope can be very helpful.  Predicting all of the fact patterns that might apply to a certain bill is impossible, but collecting feedback can help anticipate more of them, making a bill more comprehensive before it is passed.  Tax bills are gaining in popularity and controversy thanks to increased coverage from the media. This means more attention is given to how politicians approach tax legislation. This attention often focuses on how both sides of the aisle collaborate on tax policies that are easier to agree on, such as international tax provisions.   So how does this affect current legislation and how will Congress review the Build Back Better Act amongst the many pressing issues on their agenda?  Episode guest Loren explains, “There are a lot of other things that are on Congress's agenda besides tax. That said, the Build Back Better Act has some spending provisions that are a very high priority to the current administration.” 💡 Featured Guest 💡Name: (Loren Ponds) What she does: As a Tax Member at Miller & Chevalier, Loren centers her practice on providing strategic counsel to clients on legislative, regulatory, and other tax policy issues, as well as advising on technical tax matters related to transfer pricing and other international tax topics. She also co-hosts the podcast (tax break) with her colleague, Steve Dixon. Organization: (Miller & Chevalier) Words of wisdom: “When there's legislation on tap, if you are adversely impacted by the provision, make your position known. It may not change the outcome, but at least you're participating in the process.”  Connect: (LinkedIn) Connect with Skadden☑️ Follow us on (Twitter) & (LinkedIn). ☑️ Subscribe to GILTI Conscience on ( Apple Podcasts), ( Spotify), ( Google Podcasts), or your favorite podcast app. ☑️ Let us know what topics you would like to hear about on GILTI Conscious by emailing our executive producer at eman.cuyler@skadden.com. GILTI Conscience is a podcast by ( Skadden, Arps, Slate, Meagher & Flom LLP, and Affiliates). Skadden’s tax team is recognized globally for providing clients with creative and innovative solutions to their most pressing transactional, planning, and controversy challenges. This podcast is provided for educational and informational purposes only and is not intended and should not be construed as legal advice. This podcast is considered advertising under applicable state laws.
Spotlight Series "The Importance of Diversity, Equity & Inclusion in Tax Law"
Feb 23 2022
Spotlight Series "The Importance of Diversity, Equity & Inclusion in Tax Law"
Diversity, equity and inclusion (DEI) make business sense for every professional community. For the tax practice, where creativity is essential, diversity elevates the practice, benefitting everyone from clients to the government and practitioners themselves. The tax community, however, lacks DEI for a host of reasons. At the heart of the problem is the ubiquity of whiteness and a pervasive insensitivity to otherness, whereby "others" must learn to navigate whiteness to survive. Maleness and whiteness often are used as synonyms for competence, which leaves women, people of color and LGBTQ+ attorneys constantly feeling compelled to prove themselves. These issues widen the inequality gap in the tax practice and further a discriminatory system. Such a system places undue pressure on diverse attorneys to succeed, not only for themselves but also to keep the gate open for those who follow. This burden makes the already-challenging practice of tax law even harder. How can you contribute to changing this reality and promoting diversity in the tax community?  In this episode of the GILTI Conscience podcast, Skadden partners David Farhat and Nate Carden kick start The Spotlight Series by talking with associates Eman Cuyler and Stefane Victor about both the challenges to and opportunities for promoting diversity within the tax law community. (Click here for the full show notes, transcript, and video.)  🗝️ Key Takeaways 🗝️ ★    The ubiquity of whiteness and maleness in the tax practice. The need for diverse attorneys to learn to navigate whiteness to survive in corporate America, with no reciprocal requirement for white attorneys, contributes to an uneven playing field. Maleness also has become synonymous with competence and success. ★    The fate of a diverse attorney. The diverse attorney often must do the "shrug of resignation" and say to themselves, "This is the world I live in. This is what I've chosen. I just have to deal with it." They also live with the undue pressure to succeed for the next diverse attorney's sake. This background level of stress makes a challenging legal discipline even harder. ★    How can you contribute to promoting DEI in the tax community? You can start with encouraging diversity in mentoring, being vulnerable and doing some research. Attorneys also should strive to be sensitive to cultural differences and how they impact work and relationships. Connect with Skadden☑️ Join the Conversation on (Twitter) & (LinkedIn). ☑️ Subscribe to GILTI Conscience on (Apple Podcasts), (Spotify), (Google Podcasts), or your favorite podcast app. ☑️ Let us know what topics you would like to hear about on GILTI Conscious by emailing our executive producer at eman.cuyler@skadden.com. GILTI Conscience is a podcast by ( Skadden, Arps, Slate, Meagher & Flom LLP, and Affiliates). Skadden’s tax team is recognized globally for providing clients with creative and innovative solutions to their most pressing transactional, planning, and controversy challenges. This podcast is provided for educational and informational purposes only and is not intended and should not be construed as legal advice. This podcast is considered advertising under applicable state laws.
Arm’s Length Principle Vs. Implicit Support: What’s The Way Forward?
Feb 17 2022
Arm’s Length Principle Vs. Implicit Support: What’s The Way Forward?
Understanding the 2022 OECD Transfer Pricing Guidelines and how it applies to guarantees and other financial transactions is essential for multinationals trying to manage intercompany lending and get their transfer pricing right. Granted, these companies have to fund themselves, whether through intercompany debt or guaranteed loans. They have to move money across borders, but how they do that, how the rules apply in different tax jurisdictions, and how everyone gets their appropriate piece of the pie can become very complicated. Profound transfer pricing questions tend to arise when deciding which credit rating applies to a subsidiary of a multinational because that can make a big difference on interest rates and tax implications. Another concern is that if a subsidiary has to get the stand-alone treatment because of the arm's length principle, what is the value of implicit support? Dealing with these issues opens a can of worms that questions the core of transfer pricing as we know it. For one, why should implicit support be a borrower-only analysis when a lender can also be a part of a group? Since implicit support applies to 'important subsidiaries,' are there non-important subsidiaries? The new guidelines attempt to address some of these issues related to the arm's length standard for cross-border transactions between associated enterprises. However, these guidelines don't apply equally across different jurisdictions. For instance, which rules should multinationals that have operations in the U.S consider, and in what scenarios do the new OECD guidelines come into effect?  In this episode of The GILTI Conscience podcast, hosts, Skadden Partners David Farhat and Nate Carden, Associate Eman Cuyler, and Clerk Stefane Victor sit down with Abraham (Bram) Isgur, Principal at Keystone Strategy. They discuss transfer pricing for cross-border intercompany loans and guarantees, the OECD guidelines, the controversies to expect and prepare for, ideas for engaging with tax authorities, and more. 💡 Featured Guest💡Name: (Bram Isgur) What He Does: Bram is a Principal at Keystone Strategy, an economics consulting firm for Fortune Global 500 companies, top law firms, and government agencies. An economist, Bram advises law firms, multinational companies, and banks on diverse issues, including tax and regulatory compliance, transfer pricing controversy, antitrust, and securities law.  Bram’s specialty areas include negotiation of multilateral Advance Pricing Agreements with the IRS and other tax authorities, transfer pricing relating to financial transactions, risk, banking and global dealing, and economic analysis to support Regulation W compliance. Connect: (LinkedIn) Connect with Skadden☑️ Listen to this episode and view the full show notes on our (Website). ☑️ Join the Conversation on (Twitter) & (LinkedIn). ☑️ Subscribe to GILTI Conscience on (Apple Podcasts), (Spotify), (Google Podcasts), or your favorite podcast app. ☑️ Let us know what topics you would like to hear about on GILTI Conscious by emailing our executive producer at eman.cuyler@skadden.com. GILTI Conscience is a podcast by ( Skadden, Arps, Slate, Meagher & Flom LLP, and Affiliates). Skadden’s tax team is recognized globally for providing clients with creative and innovative solutions to their most pressing transactional, planning, and controversy challenges. This podcast is provided...
Musings on Multinational Tax: What to Expect From GILTI Conscience
Jan 10 2022
Musings on Multinational Tax: What to Expect From GILTI Conscience
The team at Skadden, Arps, Slate, Meagher & Flom LLP is always happy to debate multinational tax issues. And with the way things have been changing in the last two years, it’s never been a better time to hit "record" on those conversations, and share them with fellow self-proclaimed tax nerds and those just getting started in the field. “Five years ago, we had a radically different international tax system from what we have today, which may change again significantly in the next year or two," says Skadden partner Nate Carden. “You have to constantly be thinking, How do the planning  I'm doing and the structures I'm creating align with my business objectives? Are they nimble enough to deal with tax rules that may evolve faster than my business?” Two major factors created this dynamic moment: COVID-19 prompted multinationals to rethink their tax strategies. And in the nearly two years since the World Health Organization (WHO) confirmed the pandemic, governments that poured money into enormous public funding initiatives are looking for ways to make back some of those expenses through taxes. Meanwhile, the public and lawmakers are paying more attention than ever to how multinationals are being taxed and using tax laws. In this introductory episode of GILTI Conscience, you’ll meet your hosts: Skadden partners David Farhat and Nate Carden, associate Eman Cuyler, and clerk Stefane Victor, who is about to be admitted to the D.C. bar. Learn their backgrounds, specific areas of focus, and why they chose tax law. And get a sneak peek of what to expect from GILTI Conscience, including interviews, debates, and of course unapologetic nerding out. Click (HERE) to read the full blog post for this episode or visit (  💡 Meet Your Hosts 💡Name: (David Farhat) Title: Partner at Skadden Specialty: Formerly with the IRS and a major global accounting firm, David is experienced in all phases of international tax planning and dispute resolution, including transfer pricing, multi-country controversy, competent authority matters, and advance pricing agreements (APAs). Connect: (LinkedIn) Name: (Nate Carden) Title: Partner at Skadden Specialty: Nate focuses on advising large multinationals on both operational planning and controversies arising in connection with transfer pricing and related international tax issues. Connect: (LinkedIn)   Name: (Eman Cuyler) Title: Associate at Skadden Specialty: Eman represents large U.S. and multinational companies in a wide range of tax planning and tax controversy matters, including transfer pricing cases. Connect: (LinkedIn)   Name: (Stefane Victor) Title: Clerk at Skadden Specialty: Stefane graduated from Harvard Law School in 2021 and is a first-year associate in Skadden’s Tax Group. Mr. Victor focuses his practice on federal tax controversy matters involving multinational corporations in all stages of tax disputes, including audits, administrative appeals and litigation. He will soon be admitted to practice in D.C.  Connect: (LinkedIn) Connect with Skadden☑️ Join the Conversation on (Twitter) & (LinkedIn). ☑️ Subscribe to GILTI Conscience on