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Corporate Inversions: Why Are Corporations “Leaving” the U.S. and What It Means For Your Company

January 28, 2016

Moderated by: Shawn Haque of Accenture Federal Services Presented by: Daniel Davidson, Christine Lane, and James Wickett of Hogan Lovells

www.hoganlovells.com

Today’s Speakers

Daniel Davidson

Partner, Washington, D.C.

Hogan Lovells

Shawn Haque

Corporate Counsel

Accenture Federal Services

2

Christine Lane


Hogan Lovells

James Wickett


Hogan Lovells


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


“Inversion” Defined

4


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

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

6


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).

7


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

8


Illustrative Example

9

U.S. Co Foreign Co

U.S. Co

$25B

Foreign Co

$3M

U.S. Co

Foreign Co

Foreign Co

U.S. Co

+ =

+ =

VS


Typical Merger Inversion

10

U.S. Co Foreign Co

Subsidiaries U.S. Co

Subsidiaries

Merger Sub

(United States)

Foreign Co

U.S. Co

Subsidiaries

Shareholders Shareholders

issues new shares Shareholders

Original Structure Inversion Transaction Final Structure


Does Inversion Eliminate U.S. Tax?

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.

* Depending on U.S. exit costs, CFCs and foreign IP

remaining under US Co could be transferred to new

foreign parent.

11

Foreign Co

U.S. Co

Subsidiaries,

e.g., pre-existing

foreign IP

HoldCo

Shareholders

Final Structure


So Why Invert?

Potential benefits:

• 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.

12

Foreign Co

U.S. Co

Subsidiaries

Shareholders

Final Structure

New Foreign

Ventures

New Foreign

Subsidiaries

New Foreign

IP Hold Co


How Many Corporations Have Implemented (or

Plan to Implement) Inversions?

13

Source:

http://democrats.waysandmeans.house.gov/sites/democrats.waysandmeans.house.gov/files/A_

Spike_in_Corporate_Inversions.pdf


Representative Inversion Transactions Since

2012

14

Announcement

Date Close Date Acquirer Target

Transaction

Value ($bn) New Jurisdiction

03/19/14 09/19/14 Horizon Pharma Vidara

Therapeutics $0.7 Ireland

06/15/14 01/26/15 Medtronic Covidien $47.9 Ireland

07/14/14 03/25/15 Mylan Abbott $5.3 Netherlands

08/26/14 12/15/14 Burger King Tim Hortons $14.5 Canada

03/28/12 09/28/12 Pentair Tyco $5.3 Switzerland

05/21/12 11/30/12 Eaton Cooper $12.2 Ireland

02/05/13 06/07/13 Liberty Global Virgin Media $22.1 United Kingdom

05/20/13 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

www.hoganlovells.com 15

“… [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)*

"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*


How Santa Got To The North Pole…

16

~ Sun Sentinel

www.hoganlovells.com 17

“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)


Pfizer-Allergan

18

• 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.


Anti-Inversion or Anti-Expatriation Rules - IRC

§ 367

19

• 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.



§ 367

20

• 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.



§ 367

21

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.



§ 7874

22

• IRC § 7874 (introduced in 2004) is now the primary corporate-level anti-

inversion 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.


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).

23


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.

24


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.

25




26

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. 2004-June

2009

June 2009-June

2012

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.

Post June 2012 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


Inversion Transactions v. Legislation

27

McDermott

(§1248(i))

Helen of

Troy

§7874




• 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.

28


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.

29



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.

• 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.

30



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 tax-favored 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.

31

U.S. Parent

Public

Shareholders

FMNC Public

Shareholders

Foreign

Multinational

(FR)

Foreign

Merger Sub

U.S. Parent

(US)

SHs receive

>20% shares

Merger

(U.S. Parent

Survives) U.S. Merger

Sub

Non-U.S.

TopCo

(UK)

Combined

Public

Shareholders

Merger

(FMC

Survives)

SHs receive

<80% shares


Anti-Inversion or Anti-Expatriation Rules,

Continued

32

• 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.



Continued

33

• 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.



Continued

34

• 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)).


Status of Inversion Transactions post Notices 2014-52

and 2015-79

Status (as of January 2016)

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

35


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

36


What’s to Come?

37


“Base Erosion” and Tax Competitiveness is a

Global Concern

38

The Global Legal/Tax Landscape is Constantly Shifting


“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 job-

generating activities in the home country

• Adopt tax laws that allow domestic companies to compete

around the globe

39


“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.

40



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

41



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.

42


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.

43


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

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.

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.

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.

47


Conclusion

48

~ Mending Wall, Robert Frost


*Sources

49

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.

50

Presenter biographies

Hogan Lovells 51

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.

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

mailto:[email protected]

http://www.hoganlovells.com/tax


http://www.hoganlovells.com/private-equity-venture-capital

http://www.hoganlovells.com/private-equity-venture-capital

http://www.hoganlovells.com/mergers-acquisitions

http://www.hoganlovells.com/mergers-acquisitions

http://www.hoganlovells.com/energy

http://www.hoganlovells.com/energy

http://www.hoganlovells.com/technology

http://www.hoganlovells.com/technology

http://www.hoganlovells.com/Automotive

http://www.hoganlovells.com/Automotive

http://www.hoganlovells.com/Energy-and-Natural-Resources-Industries


http://www.hoganlovells.com/aerospace-defense

http://www.hoganlovells.com/aerospace-defense

http://www.hoganlovells.com/Telecommunications

http://www.hoganlovells.com/Telecommunications

http://www.hoganlovells.com/Technology-Media-and-Telecoms-Industries

http://www.hoganlovells.com/Media-Entertainment

Hogan Lovells 52

Shawn Haque, Corporate Counsel


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.

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.

Shawn Haque Corporate Counsel


[email protected]


Hogan Lovells 53

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

• 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.

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


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



http://www.hoganlovells.com/technology-contracts

http://www.hoganlovells.com/financial-institutions

http://www.hoganlovells.com/financial-institutions

http://www.hoganlovells.com/Life-Sciences

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http://www.hoganlovells.com/Medical-Devices-Industries

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http://www.hoganlovells.com/Pharmaceutical-and-Biotechnology-Industries

http://www.hoganlovells.com/Pharmaceutical-and-Biotechnology-Industries



http://www.hoganlovells.com/Technology-Media-and-Telecoms-Industries

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Hogan Lovells 54

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").

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.

James Wickett Partner, Washington, D.C.

T +1 202 637 6422

[email protected]

PRACTICES

Legislation and Political Law Compliance

Tax

INDUSTRY SECTORS


Renewable Energy

EDUCATION

J.D., The George Washington University Law

School, 1997

B.A., Tulane University, 1989


http://www.hoganlovells.com/Legislation-Political-Law

http://www.hoganlovells.com/Legislation-Political-Law





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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.

For more information about Hogan Lovells, the partners and their qualifications, see www.hoganlovells.com.

Where case studies are included, results achieved do not guarantee similar outcomes for other clients. Attorney Advertising.

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