Corporate Inversions: Why Are Corporations
“Leaving” the U.S. and What It Means For
Your Company
Moderated by: Shawn Haque of Accenture Federal Services
Presented by: Daniel Davidson, Christine Lane, and James Wickett of Hogan Lovells
January 28, 2016
Today’s Speakers
www.hoganlovells.com
Daniel Davidson
Shawn Haque
Partner, Washington, D.C.
Hogan Lovells
Corporate Counsel
Accenture Federal Services
Christine Lane
James Wickett
Partner, Washington, D.C.
Hogan Lovells
Partner, Washington, D.C.
Hogan Lovells
2
Program Outline
1. What is an Inversion and Why Do Companies Invert?
2. Anti-Inversion or Anti-Expatriation Rules
3. Status of Inversion Transactions
4. Base Erosion, Tax Competitiveness, and BEPS
5. U.S. International Tax Reform
6. What’s Next?
7. Presenter Biographies
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“Inversion” Defined
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Why Invert?
• Worldwide taxation of U.S. corporations
• Relatively high U.S. corporate tax rate—
– 35% federal tax rate, plus
– State taxes (as high as 8% or 9%)
• Earnings from foreign subsidiaries of U.S.
corporations subject to U.S. tax on distributions to
U.S. parent.
– Far-reaching CFC rules (“Subpart F” rules) may cause
U.S. tax before actual distribution.
• Limitations on use of foreign tax credits
www.hoganlovells.com
5
Examples of Countries With Lower Headline
Corporate Tax Rates Than the United States
–
–
–
–
Ireland ~ 12.5%
United Kingdom ~ 21%
Canada ~ 15% federal; 10%-11% provincial
Tax havens ~ zero
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Why Invert?
•
Many countries have much lower corporate income tax rates, no or less
comprehensive CFC rules and may not tax dividends received from
subsidiaries (e.g., participation exemptions).
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Overview of “Inversions”
•
An inversion is the process whereby a foreign corporate entity becomes
the parent entity of an established U.S. company
•
Goal of an inversion is to move the ultimate parent of a U.S. company out
of the U.S. global taxation system
•
A “self inversion” is accomplished via an entirely internal transaction – no
third party merger required but curtailed after 2004
•
An “acquisitive inversion” is typically accomplished through a reverse
triangular merger with a merger subsidiary of an existing foreign
corporate entity
•
Two key goals for many inversion transactions:
– Ability to lower effective tax rates both through accessing lower global
tax rates and reducing U.S. earnings
– Access offshore cash to boost shareholder value through acquisitions,
stock buybacks, and dividends
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Illustrative Example
U.S. Co
U.S. Co
+
Foreign Co
=
Foreign Co
VS
Foreign Co
U.S. Co
$25B
www.hoganlovells.com
+
Foreign Co
$3M
=
U.S. Co
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Typical Merger Inversion
Original Structure
Shareholders
Inversion Transaction
Shareholders
Final Structure
Shareholders
issues new shares
Foreign Co
U.S. Co
U.S. Co
Subsidiaries
Subsidiaries
www.hoganlovells.com
Merger Sub
(United States)
Foreign Co
U.S. Co
Subsidiaries
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Does Inversion Eliminate U.S. Tax?
Final Structure
Shareholders
The inversion does not entirely escape the US tax net:
•
U.S. Co. still subject to U.S. tax.
•
Foreign IP (and associated profit) held in pre-existing
foreign IP holding company may still be subject to U.S.
tax (foreign IP HoldCo would remain under US Co in
structure, thus foreign profits must still be repatriated
through US Co).*
•
Foreign subsidiaries under US Co still considered
CFCs and subject to U.S. tax on certain income.
Foreign Co
U.S. Co
* Depending on U.S. exit costs, CFCs and foreign IP
remaining under US Co could be transferred to new
foreign parent.
Subsidiaries,
e.g., pre-existing
foreign IP
HoldCo
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So Why Invert?
Final Structure
Potential benefits:
•
Shareholders
Foreign Co
•
New Foreign
IP Hold Co
New Foreign
Subsidiaries
New Foreign
Ventures
U.S. Co
Going forward, possible lower tax
rate for new:
–
Foreign IP
–
Foreign ventures
–
Foreign subsidiaries
Intercompany transactions or
borrowings may further reduce
U.S. tax as typically may be the
case in large multinational
groups.
Subsidiaries
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How Many Corporations Have Implemented (or
Plan to Implement) Inversions?
Source:
http://democrats.waysandmeans.house.gov/sites/democrats.waysandmeans.house.gov/files/A_
Spike_in_Corporate_Inversions.pdf
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Representative Inversion Transactions Since
2012
Announcement
Date
Close Date
03/19/14
Acquirer
Target
09/19/14
Horizon Pharma
Vidara
Therapeutics
06/15/14
01/26/15
Medtronic
Covidien
07/14/14
03/25/15
Mylan
Abbott
08/26/14
12/15/14
Burger King
Tim Hortons
03/28/12
09/28/12
Pentair
Tyco
05/21/12
11/30/12
Eaton
02/05/13
06/07/13
05/20/13
Transaction
Value ($bn)
New Jurisdiction
$0.7
Ireland
$47.9
Ireland
$5.3
Netherlands
$14.5
Canada
$5.3
Switzerland
Cooper
$12.2
Ireland
Liberty Global
Virgin Media
$22.1
United Kingdom
10/01/13
Actavis
Warner Chilcott
$8.5
Ireland
07/29/13
12/18/13
Perrigo
élan
$6.5
Ireland
11/05/13
02/28/14
Chiquita
Fyffes
$0.5
Ireland
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“… [W]e have a huge inversion problem
in this country. I mean, you look at some
of the companies that are talking about
leaving the United States and many of
these companies are run by people from
Britain, and from Ireland…. They have no
loyalty to this country. – Donald Trump*
“[Treasury and the IRS] do intend to issue
additional guidance, and we are still very mindful
of the type of planning that’s out there…” – Daniel
McCall, Special Counsel, IRS Office of Associate
Chief Counsel (International)*
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"If something is legal, you should
always do it. That's why I'm going
to Japan on my next vacation to
hunt dolphins.“ – Stephen Colbert
addressing corporate inversions on
The Colbert Report*
15
How Santa Got To The North Pole…
~ Sun Sentinel
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“Anyone may so arrange his affairs that his taxes shall be as
low as possible; he is not bound to choose that pattern which
will best pay the Treasury. There is not even a patriotic duty to
increase one’s taxes.”
~ Judge Learned Hand; Helvering v. Gregory, (2d Cir. 1934)
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Pfizer-Allergan
• One of the most recent and largest ($160
billion) corporate inversions.
• Good example of the impact of recent
rhetoric –
• the deal’s break-up fee because of a
change of law is “only” $400 million.
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Anti-Inversion or Anti-Expatriation Rules - IRC
§ 367
• Inversion transactions are not new. Early well-known examples include
McDermott Inc. (1982) and Helen of Troy (1993).
• Congress has tightened certain provisions of the Internal Revenue Code
(IRC) periodically to address inversion transactions.
• Example, IRC § 367(a)—imposes a shareholder-level gain on transfers of
appreciated property by a U.S. person to a foreign corporation in what
would otherwise qualify for tax-free treatment under U.S. tax rules.
• Reg. §1.367(a)-3(c): U.S. shareholders who exchange domestic stock for
foreign stock generally have to recognize gain unless certain conditions
satisfied.
• Intended to allow non-recognition treatment when a larger foreign company
acquires a smaller U.S. one for business reasons, but not when the U.S.
company is larger and trying to invert.
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Anti-Inversion or Anti-Expatriation Rules - IRC
§ 367
• Reg. §1.367(a)-3(c) Requirements:
• No more than 50% of vote and value of transferee foreign corporation
is received in the transaction by U.S. transferors;
• No more than 50% of vote and value of transferee foreign corporation
is owned immediately after the transfer by U.S. persons who are
directors, officers, or 5% shareholders of the U.S. target corporation;
• The transferee foreign corporation has been engaged in business
outside the U.S. for at least 36 months prior to the transaction, and the
FMV of the transferee foreign corporation is at least equal to the FMV
of the target U.S. company; and
• 5% shareholders of transferee foreign corporation enter into a 5-year
GRA.
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Anti-Inversion or Anti-Expatriation Rules - IRC
§ 367
Market reaction to IRC § 367 –
• In a number of cases, companies tried to bring themselves within IRC § 367(a)
rules and in other cases, the fact that the shareholders might recognize gain did
not serve as a deterrent, for example:
• Where shareholders are tax-exempt or have a loss rather than gain on their
shares.
• Public companies where taxation of the shareholders on the transaction may
not be a deterrent if the tax or other benefits of the transaction are sufficiently
great and may result in a higher value for the stock ultimately.
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Anti-Inversion or Anti-Expatriation Rules - IRC
§ 7874
• IRC § 7874 (introduced in 2004) is now the primary corporate-level antiinversion statute (IRC § 367 may still apply at the shareholder level).
• For IRC § 7874 to apply, two tests must be met:
• The shareholders of the U.S. target must end up with at least a certain
specified percentage of the foreign acquiring corporation’s shares (the “Stock
Ownership Test”); and
• The resulting corporate group must fail to have “substantial business
activities” in the country of the foreign acquiring corporation (the “Substantial
Business Activities Test”).
• Congress intended these criteria to distinguish “legitimate” business
transactions from ones engineered primarily to reduce U.S. tax.
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Anti-Inversion or Anti-Expatriation Rules – IRC
§ 7874 Stock Ownership Test
• Sets out two different levels of stock ownership and
establishes separate and distinct consequences at
each level.
– 60% stock ownership: Do the former shareholders of the
U.S. target own at least 60% of the shares (by vote or
value) of the foreign acquiring corporation?
•
If so – and if the Substantial Business Activities Test is NOT
satisfied – the consequence is:
– Certain gain recognized by the U.S. target (“inversion gain”) in
connection with the acquisition or for 10 years thereafter cannot be
sheltered from U.S. tax (e.g., by NOLs or foreign tax credits).
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Anti-Inversion or Anti-Expatriation Rules – IRC
§ 7874 Stock Ownership Test
• 80% stock ownership: Do the former shareholders
of the U.S. target own at least 80% of the shares (by
vote or value) of the foreign acquiring corporation?
•
•
If so, the foreign acquiring corporation is treated as a U.S.
domestic corporation.
This creates a severe risk of double taxation.
• For purposes of the 60 and 80 percent ownership
tests, it does not matter how many shareholders of
the U.S. target corporation were themselves U.S.
persons in contrast with IRC § 367.
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Anti-Inversion or Anti-Expatriation Rules –
Substantial Business Activities Test
• IRC § 7874 only applies if, after the acquisition,
– the expanded affiliated group (“EAG”) “does NOT have
substantial business activities in the foreign country in
which, or under the laws of which, the entity is created or
organized, when compared to the total business activities”
of the EAG.
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Anti-Inversion or Anti-Expatriation Rules –
Substantial Business Activities Test
2004-June
2009
Facts and Circumstances
Safe Harbor/SBAT met if > 10% of each of the following are located in foreign
country: (i) employees (measured by headcount and compensation), (ii) value of
assets, and (iii) sales.
June 2009-June
2012
Post June 2012
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Facts and Circumstances
Safe Harbor/SBAT met if > 10% of each of the
following are located in foreign country: (i)
employees (measured by head count and
compensation), (ii) value of assets, and (iii) sales.
Facts and Circumstances
Old Safe Harbor, but (1)
raised 10% to 25%, and
(2) made it substantive
test (no longer safe
harbor)
Notices 2014-52
and 2015-79
26
Inversion Transactions v. Legislation
McDermott
(§1248(i))
§7874
Helen of
Troy
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Anti-Inversion or Anti-Expatriation Rules –
Substantial Business Activities Test
• Now, to meet the Substantial Business Activities
Test all of the following must be satisfied with
respect to the relevant foreign country–
– 25% of employees, both by headcount and compensation;
– 25% of the total value of all group assets; and
– 25% of all group income.
• Note – even if a foreign jurisdiction has more of
each of these categories than the U.S., the foreign
jurisdiction will fail to satisfy this test if it does not
meet the 25% minimum in each category.
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Substantial Business Activities Test – Illustrative
and Recent Example
• Texas-based Waste Connections Inc. (“WC”) inverting
into Canada (after merger with Canadian-based
Progressive Waste Solutions Ltd. (“PWS”)).
• Headquarters will remain in the United States, but
sizable operations in Canada.
– In 2014, approx. 33% of PWS’ assets and 37% of PWS’
revenue was attributable to Canada.
• According to parties:
– combined effective tax rate of the companies will be approx.
27% compared to WC’s 39.5% effective tax rate for 2014.
– Transaction taxable to WC shareholders, but not taxable to
shareholders of PWS.
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Anti-Inversion or Anti-Expatriation Rules –
Notice 2015-79
• Notice 2015-79 tightened the substantial business
activities test even further:
– IRS will issue regulations under which EAG cannot have
“substantial business activities” in a foreign country unless
the foreign acquiring corporation is a tax resident of that
country.
•
•
www.hoganlovells.com
In many countries, a corporation incorporated in that country won’t
be treated as a resident of the country for tax purposes if the
center of management is elsewhere.
Also targets situations where the foreign acquiring corporation is a
reverse hybrid – treated as a corporation by the U.S. but as a
partnership by the foreign country.
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Anti-Inversion or Anti-Expatriation Rules –
Notice 2015-79
•
•
IRS will also issue regulations
restricting transactions in which a
U.S. and a foreign corporation
are acquired by a foreign
acquisition company in yet
another foreign country, e.g.,
where a company in a taxfavored jurisdiction is utilized to
acquire both a U.S. company and
a company in another high tax
jurisdiction.
If certain requirements are met,
the regulations will disregard the
shares of the acquiring company
that are held by former
shareholders of the foreign target
company in determining whether
the transaction comes within IRC
§ 7874.
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U.S. Parent
Public
Shareholders
Combined
Public
Shareholders
SHs receive
<80% shares
U.S. Parent
(US)
Merger
(U.S. Parent
Survives)
SHs receive
>20% shares
Non-U.S.
TopCo
(UK)
U.S. Merger
Sub
FMNC Public
Shareholders
Foreign
Multinational
(FR)
Foreign
Merger Sub
Merger
(FMC
Survives)
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Anti-Inversion or Anti-Expatriation Rules,
Continued
• IRS has issued a number of rules affecting the calculation of
whether shareholders of a U.S. target have received 60% or
80% of the stock of the foreign acquiring company.
• Most of these rules make it more likely that those percentage
thresholds will be met or exceeded. Examples include —
• IRC § 7874 disregards stock sold in a public offering related to the
inversion transaction.
• IRS interprets “public offering” to include stock issued in a private
placement.
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Anti-Inversion or Anti-Expatriation Rules,
Continued
• Rules intended to combat efforts to “artificially” increase the size of the foreign
acquiring corporation in an effort to reduce the percentage of stock owned by the
former shareholders of the U.S. target company.
• Stock issued by the foreign corporation is “disqualified stock”—and excluded
from the denominator—if it is issued for “nonqualified property”—i.e., generally
cash, marketable securities, obligations owed by certain related persons, or
“any other property acquired in a transaction (or series of transactions) related
to the acquisition with a principal purpose of avoiding the purposes of IRC §
7874.”
• Notice 2014-52 and Notice 2015-79 expanded the scope of this rule.
• Notice 2014-52 – a portion of the stock of the foreign acquiring corporation will
be excluded from the denominator if more than 50% of all of the foreign
group’s assets consist of nonqualified property even if this property was not
acquired by the foreign acquiring corporation in a transaction related to the
inversion transaction.
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Anti-Inversion or Anti-Expatriation Rules,
Continued
• Alternatively, taxpayers may reduce the percentage of shares of the foreign
acquiring corporation owned by former shareholders of the U.S. target company by
“artificially” reducing the size of the U.S. target company prior to the inversion
transaction.
• Notice 2014-52 states that, certain non-ordinary course distributions by the
U.S. target company during the 36-month period ending on the date of the
inversion transaction will be disregarded for purposes of IRC § 7874 (and IRC
§ 367(a)).
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Status of Inversion Transactions post Notices 2014-52
and 2015-79
Status
U.S. Company
Foreign
acquisition target
New incorporation
Not going forward
AbbVie
Shire
Jersey
Not going forward
Salix Pharmacenticals Cosmo
Ireland
Not going forward
Pfizer
AstraZeneca/Actavis
U.K.
Not going forward
Chiquita Brands
Fyffes
Ireland
Not going forward
Applied Materials
Tokyo Electron
Netherlands
Not going forward
Walgreens
Alliance Boots
Switzerland
Not going forward
Omnicom
Publicis
Netherlands
Completed
Medtronic
Covidien
Ireland
Completed
Civeo
-
Canada
Completed
Burger King
Tim Hortons
Canada
Completed
Mylan
Abbott’s generics unit
Netherlands
(as of January 2016)
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Status of Pending Inversion Transactions post Notices
2014-52 and 2015-79
Announced/
Status
U.S. Company
Foreign
acquisition target
New incorporation
08/11/2015 - Pending
Terex
Konecranes
Finland
08/05/2015 - Pending
Coca Cola U.S.
Iberian Partners &
German entity
U.K.
08/06/2015 - Pending
CF Industries
OCI
Netherlands
06/08/2015 - Pending
Pozen Inc.
Tribute
Canada
11/23/2015 - Pending
Pfizer
Allergan
U.K.
1/11/2016 - Pending
Baxalta
Shire
Ireland
1/19/16 – Pending
Waste Connections
Inc.
Progressive Waste
Solutions Ltd.
Canada
1/25/16 – Pending
Johnson Controls Inc.
Tyco International
PLC
Ireland
www.hoganlovells.com
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What’s to Come?
www.hoganlovells.com
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“Base Erosion” and Tax Competitiveness is a
Global Concern
The Global Legal/Tax Landscape is Constantly Shifting
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“Base Erosion” and Tax Competitiveness is a
Global Concern
• The U.S. is not the only country that wants to:
• Clamp down on tax avoidance by multinational
corporations that shift profits, (and profit generating
assets) – without shifting corresponding business
operations – to foreign jurisdictions; and
• Encourage businesses to develop income and jobgenerating activities in the home country
• Adopt tax laws that allow domestic companies to compete
around the globe
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“BEPS” – OECD’s Base Erosion and Profit
Shifting Initiative
• At the prompting of the leaders of the G-20, The OECD in
2013 issued a BEPS action plan, setting forth the guidelines
of an effort to harmonize the tax laws of OECD nations
around the world
• The OECD’s goal in the BEPS project is to develop model
legislation, multilateral tax agreements, and information
reporting mechanisms to address base erosion and profit
shifting in a uniform manner
• In September, 2014 The OECD issued its first round of the
BEPS project guidance and recommendations, dealing with
transfer pricing and country-by-country reporting.
www.hoganlovells.com
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“BEPS” – OECD’s Base Erosion and Profit
Shifting Initiative
• Development of guidance and recommendations in
many other areas of the BEPS project are ongoing.
• It is assumed under the BEPS project that the G-20
countries will abide by and implement the BEPS
recommendations.
• BEPS’ Focus: Preventing artificial profit shifting, e.g.
through –
• Related party loans (and interest expense deductions)
• Relocating IP rights (and income related to these)
• Adjustment of Transfer Prices
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“BEPS” – OECD’s Base Erosion and Profit
Shifting Initiative
• BEPS seeks to align taxable profits with real activities, ie to
require that the jurisdiction where income is taxed is the
same as the one where real economic activities – jobs and
capital investment – are located.
• This will likely mean that foreign jurisdictions will impose
more tax on U.S. multinationals, (e.g. Apple, Google, drug
companies, etc.) and that U.S. companies will have to move
more capital and jobs to low-tax jurisdictions to take
advantage of their tax benefits.
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Will Congress Pass International Tax Reform?
• Probably not in 2016. (But not impossible.) The legislative calendar is
short and the politics of the presidential race makes getting anything done
in Congress this year difficult.
• What we will likely see in 2016 is continued development of international
tax reform legislation, in particular by Chairman Brady (R-TX) in the
House Ways and Means Committee, but also by House Speaker Paul
Ryan (R-WI), Ways and Means Members Charles Boustany (R-LA) and
Pat Tiberi (R-OH), and Senate Finance Chairman Hatch (R-UT) and
Ranking Member Ron Wyden (OR), and Senators Portman (R-OH) and
Schumer (D-NY).
• There is a surprising degree of bipartisan agreement on international tax
reform legislative proposals, including on the part of President Obama
and his Department of the Treasury.
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U.S. International Tax Reform Proposals
• Former Ways and Means Chairman Dave Camp,
President Obama, and Senators Portman and Schumer
(and many of the presidential candidates) have offered
variations of proposals with consistent elements:
• One-time tax on accumulated untaxed foreign subsidiary
earnings and profits
• Minimum tax (low rate) on foreign subsidiary earnings going
forward
• Anti base erosion provisions that would apply minimum tax
rates to income from IP based in tax havens, and stricter rules
on deductibility of related party interest
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44
U.S. International Tax Reform Proposals –
Innovation Box
• Senators Portman (R-OH) and Schumer (D-NY),
and House Ways and Means members Charles
Boustany (R-LA) and Richard Neal (D-MA) have
also proposed an ‘innovation box’ (or patent box).
• This would apply a lower corporate tax rate to
income generated from U.S. developed IP that is
located in the U.S.
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45
Will Congress Pass International Tax Reform?
• The pressure for Congress to pass tax reform, including to
international rules but also to the corporate tax laws as a
whole, continues to build.
• This is particularly true the more high-profile inversions we
see announced.
• The BEPS project also puts pressure on Congress to pass
international tax reform, and a lower corporate rate, to
maintain competitiveness with foreign jurisdictions with lower
corporate tax rates.
• Congress may also consider stopgap measures to
discourage inversions.
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46
Consequences of U.S. International Tax
Reform?
• Many tax law and economic experts argue that the
international tax reform proposals being discussed in the U.S.
may do little to stop the incentive for U.S. companies to
invert.
• As long as the U.S. corporate rate remains at 35% and the
average OECD rate is closer to 20%, U.S. companies will
continue to have incentives to shift income to lower tax rate
foreign jurisdictions.
• U.S. companies currently hold more than $2.1 trillion in
accumulated profits offshore.
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Conclusion
~ Mending Wall, Robert Frost
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48
*Sources
Daniel McCall quote - “IRS Official Defends Against Anti-Inversion Notice
Criticism,” Tax Notes, Dec. 7, 2015.
Hillary Clinton quote – “Hillary Clinton Says No to Corporate Tax Inversions,”
MoneyWatch, CBS News, Dec. 9, 2015.
Donald Trump quote – “Trump on Corporate Inversion: These People Have No
Loyalty To This Country,” RealClear Politics, Meet the Press, MSNBC, Aug. 17,
2015.
Jon Stewart and Stephen Colbert quotes – “Stephen Colbert Says He'll Hunt
Dolphins In Japan Because It's Legal, Just Like Corporate Inversions,” Business
Insider, July 31, 2014.
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Presenter biographies
50
Daniel Davidson, Partner, Hogan Lovells
Washington, D.C.
Daniel Davidson's practice encompasses a broad range of transactional, tax planning, and tax
controversy matters. He advises both foreign and domestic clients on diverse matters, including
the formation and funding of partnerships, limited liability companies and corporations, corporate
reorganizations and acquisitions, financing arrangements, intercompany pricing issues, and
employee stock ownership plans.
Dan provides cross-border tax planning and representation to foreign corporations and
individuals contemplating investments and business activities in the United States and to
domestic clients considering business opportunities overseas. He has represented clients in the
formation of substantial cross-border and domestic joint ventures in the defense and energy
industries, as well as domestic and cross-border mergers and acquisitions. Dan has represented
clients in tax controversy matters at the examination level and before the Appeals Office of the
U.S. Internal Revenue Service, as well as in state tax proceedings. He has litigated tax cases in
the U.S. Tax Court, the district courts, and the U.S. Courts of Appeals.
Before joining Hogan Lovells, Dan was a partner in the Washington, D.C. office of a major
Chicago-based law firm. Immediately following law school, he clerked for The Honorable Robert
Braucher of the Supreme Judicial Court of Massachusetts. He also served as an advisor to the
Competitiveness Policy Council, established by U.S. Congress. Dan has lectured and published
articles regarding tax-exemption issues arising in the healthcare industry, equity-based
compensation, and international taxation.
Representative Experience
•
•
•
•
Negotiation and structuring of major joint ventures in the defense and energy industries.
Advice to foreign governmental agencies regarding the implications of U.S. tax laws and
policies.
Representation of major automotive and pharmaceutical companies in connection with sales
of subsidiaries to foreign purchasers.
Representation of a publicly-traded U.S. natural resources company in acquisition of
Canadian public companies.
Hogan Lovells
Daniel Davidson
Partner, Washington, D.C.
T +1 202 637 5865
[email protected]
PRACTICES
Tax
Private Equity/Venture Capital
Mergers and Acquisitions
Energy
INDUSTRY SECTORS
Technology
Automotive
Energy and Natural Resources
Aerospace, Defense, and Government Services
Telecommunications
Technology, Media and Telecoms
EDUCATION
J.D., magna cum laude, Harvard Law School,
1975
B.A., summa cum laude, Williams College, 1972
51
Shawn Haque, Corporate Counsel
Accenture Federal Services
Shawn Haque is currently Corporate Counsel for Accenture Federal Services
LLC. He supports transactional corporate matters for both Civilian Health and
Non-Profit business portfolios which involves working with clients including the
U.S. federal government, The World Bank Group, and the United Nations.
Shawn Haque
Corporate Counsel
Accenture Federal Services
[email protected]
Previously, Shawn worked in various engineering, program management and
business development roles while employed in the automotive and
aerospace/defense industries at DaimlerChrysler, Toyota, The Boeing Company,
and L-3 Communications.
Shawn lives in McLean, VA and volunteers through Accenture’s Corporate
Citizenship program at various non-profit organizations including Soaring Words,
Junior Achievement, domestic violence shelters, and local food banks.
Hogan Lovells
52
Christine Lane, Partner, Hogan Lovells
Washington, D.C.
Christine Lane is a partner in the Washington, D.C. office of Hogan Lovells. Christine focuses her
practice on the U.S. federal tax aspects of complex business transactions including domestic and
cross-border mergers, acquisitions, joint ventures, and recapitalizations. She also advises clients
on the tax aspects of securities issuances, bankruptcy and restructuring, and investment fund
formation. Christine frequently advises U.S. and foreign insurers and reinsurers with respect to
such transactions.
Prior to joining Hogan Lovells, Christine worked as an attorney with the IRS, Office of Chief
Counsel where she focused on the taxation of insurance companies, products, and transactions
involving both life and property and casualty insurance companies. While with the government,
Christine also handled a variety of tax matters before the United States Tax Court and United
States Bankruptcy Court, holding the position of Special Assistant United States Attorney.
Representative Experience
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Represented GE Healthcare in its acquisition of Thermo Fisher's cell culture, gene
modulation, and magnetic beads businesses for approximately US$1.06 billion.
Represented the 3M Company in its US$1.037 billion acquisition of the Polypore separations
media business.
Represented The Advisory Board Company in its US$850 million acquisition of Royall &
Company.
Represented Gemalto N.V. in its acquisition of SafeNet, Inc. from Vector Capital for US$890
million.
Represented the Kodak Pension Plan of the U.K. in connection with its US$650 million
acquisition of Kodak Alaris from Eastman Kodak for cash and non-cash consideration,
including the release of claims in the Eastman Kodak bankruptcy.
Represented Daimler AG in the acquisition of RideScout, the leading app-based mobility
platform in North America.
Hogan Lovells
Christine Lane
Partner, Washington, D.C.
T +1 202 637 6984
[email protected]
PRACTICES
Tax
INDUSTRY SECTORS
Financial Institutions
Life Sciences
Medical Devices
Pharmaceutical and Biotechnology
Energy and Natural Resources
Technology, Media and Telecoms
EDUCATION
LL.M., with distinction, Georgetown University Law
Center, 2013
J.D., cum laude, Order of the Coif, Florida State
University College of Law, 2006
B.B.A., summa cum laude, University of Miami,
2002
53
James Wickett, Partner, Hogan Lovells
Washington, D.C.
James Wickett advises and represents corporations, nonprofits, coalitions, and trade
associations on legislative and regulatory matters focusing on federal tax and a broad
variety of other issue areas, including energy, environmental, financial services, pension,
and technology issues. His practice focuses on the development of policy recommendations
and strategies for influencing government policy and the advocacy of policy
recommendations before U.S. Congress and the Executive Branch. His engagements have
included numerous examples of successful advocacy of legislative provisions and
regulatory changes for energy companies, an international automobile manufacturer,
financial services companies, and other clients. He has focused in particular on tax
incentives related to renewable and alternative energy, including incentives for wind, solar,
biomass power, biofuels, alternative fuel vehicles, and other technologies.
Jamie also advises clients with respect to compliance with federal election laws, the
Lobbying Disclosure Act, and congressional ethics rules.
Prior to joining Hogan Lovells, from 1998 to 2004, Jamie practiced in the tax section of a
major New York-based law firm. From 1994 to 1998, Jamie served as Manager of
Legislative Affairs for the National Federation of Independent Business (NFIB), where he
lobbied the federal government on issues of importance to small business owners. In this
capacity, he served as the tax and environmental issues lobbyist, and was Chairman of the
Family Business Estate Tax Coalition. He also served as advisor to Commissioner Jack
Faris on the National Commission on Economic Growth and Tax Reform (the "Kemp
Commission").
James Wickett
Partner, Washington, D.C.
T +1 202 637 6422
[email protected]
PRACTICES
Legislation and Political Law Compliance
Tax
INDUSTRY SECTORS
Energy and Natural Resources
Renewable Energy
EDUCATION
J.D., The George Washington University Law
School, 1997
B.A., Tulane University, 1989
From 1989 to 1994, Jamie was Senior Legislative Assistant to U.S. Congressman Jimmy
Hayes (LA-7), where he served as an advisor on issues under the jurisdiction of Ways and
Means and Public Works and Transportation Committees, primarily handling tax and
environmental issues.
Hogan Lovells
54
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"Hogan Lovells" or the "firm" is an international legal practice that includes Hogan Lovells International LLP, Hogan Lovells US LLP and their affiliated businesses.
The word "partner" is used to describe a partner or member of Hogan Lovells International LLP, Hogan Lovells US LLP or any of their affiliated entities or any employee or consultant with equivalent standing. Certain individuals, who are
designated as partners, but who are not members of Hogan Lovells International LLP, do not hold qualifications equivalent to members.
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