Doing Business in the U.S. U.S. Federal Taxation Devon Bodoh
Principal Washington National Tax
Slide 2
2013 KPMG LLP, a Delaware limited liability partnership and the
U.S. member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG
International), a Swiss entity. All rights reserved. KPMG and the
KPMG logo are registered trademarks of KPMG International
Cooperative (KPMG International), a Swiss entity. Notice ANY TAX
ADVICE IN THIS COMMUNICATION IS NOT INTENDED OR WRITTEN BY KPMG TO
BE USED, AND CANNOT BE USED, BY A CLIENT OR ANY OTHER PERSON OR
ENTITY FOR THE PURPOSE OF (i) AVOIDING PENALTIES THAT MAY BE
IMPOSED ON ANY TAXPAYER OR (ii) PROMOTING, MARKETING OR
RECOMMENDING TO ANOTHER PARTY ANY MATTERS ADDRESSED HEREIN. You
(and your employees, representatives, or agents) may disclose to
any and all persons, without limitation, the tax treatment or tax
structure, or both, of any transaction described in the associated
materials we provide to you, including, but not limited to, any tax
opinions, memoranda, or other tax analyses contained in those
materials. The information contained herein is of a general nature
and based on authorities that are subject to change. Applicability
of the information to specific situations should be determined
through consultation with your tax adviser.
Slide 3
2013 KPMG LLP, a Delaware limited liability partnership and the
U.S. member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG
International), a Swiss entity. All rights reserved. KPMG and the
KPMG logo are registered trademarks of KPMG International
Cooperative (KPMG International), a Swiss entity. Agenda Basic U.S.
Federal Tax Concepts Taxation of Brazilian Companies Investing in
the U.S. Acquisition Considerations
Slide 4
Basic U.S. Federal Tax Concepts
Slide 5
2013 KPMG LLP, a Delaware limited liability partnership and the
U.S. member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG
International), a Swiss entity. All rights reserved. KPMG and the
KPMG logo are registered trademarks of KPMG International
Cooperative (KPMG International), a Swiss entity. 4 Basic U.S.
Federal Tax Concepts Entity Classification What is a corporation?
Generally, a business entity organized under U.S. (federal or
state) law, if referred to as incorporated or as a corporation
Certain foreign entities that are per se corporations What is a
partnership? Generally not a U.S. federal income tax paying entity
income, gain, deduction and loss flow through to the partners What
is a disregarded entity? Assets, liabilities and activities of a
disregarded entity are treated as the assets, liabilities and
activities of the disregarded entitys owner What is the Check the
Box regime? Certain eligible entities (limited liability companies,
for example) may elect their entity classification for U.S. federal
tax purposes If no election is made: If a single-owner, the default
classification is as a disregarded entity If multiple-owners, the
default classification is as a partnership
Slide 6
2013 KPMG LLP, a Delaware limited liability partnership and the
U.S. member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG
International), a Swiss entity. All rights reserved. KPMG and the
KPMG logo are registered trademarks of KPMG International
Cooperative (KPMG International), a Swiss entity. 5 Corporations
pay U.S. federal income tax at a 35% rate Currently, the same rate
applies to ordinary income and capital gains Corporations are also
subject to alternative minimum tax Corporations are required to pay
quarterly estimated taxes Corporations are subject to state, local
and foreign taxes, based on the location of its assets and
activities; rates vary by jurisdiction Generally entitled to deduct
state and local income taxes Generally entitled to a tax credit for
foreign income taxes Aggregate effective federal, state and local
income tax rate for corporations is typically between 38% and 40%
Basic U.S. Federal Tax Concepts Tax Rates
Slide 7
2013 KPMG LLP, a Delaware limited liability partnership and the
U.S. member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG
International), a Swiss entity. All rights reserved. KPMG and the
KPMG logo are registered trademarks of KPMG International
Cooperative (KPMG International), a Swiss entity. 6 OwnershipDRD
less than 20 percent70 percent 20 percent or more but less than 80
percent 80 percent 80 percent or more100 percent Basic U.S. Federal
Tax Concepts Tax Rates (Contd) A corporation and its shareholders
are generally treated as separate taxpayers, resulting in double
taxation of corporate income Shareholders generally have two
sources of income, gain or loss: Distributions from the corporation
(e.g., dividends) Dispositions of stock (e.g., capital gain or
loss) Corporate shareholders are generally entitled to a
dividends-received deduction (DRD) with respect to dividends
received from a U.S. corporation The amount of DRD depends on the
level of ownership: In general, corporate shareholders prefer
dividend income (due to DRD) and individual shareholders prefer
long term capital gains (due to lower rate (historically) and basis
recovery)
Slide 8
2013 KPMG LLP, a Delaware limited liability partnership and the
U.S. member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG
International), a Swiss entity. All rights reserved. KPMG and the
KPMG logo are registered trademarks of KPMG International
Cooperative (KPMG International), a Swiss entity. 7 What is an
affiliated group? One or more chains of includible corporations
connected through stock ownership with a common parent corporation
(i.e., 80% of the total voting power and value) Non-U.S.
corporations are not includible corporations An affiliated group
may elect to file a consolidated tax return The taxable income of
all members of an affiliated group is determined on an aggregate
basis (i.e., deductions of one member may offset income of another
member) P S1S2 Basic U.S. Federal Tax Concepts Consolidated
Groups
Slide 9
2013 KPMG LLP, a Delaware limited liability partnership and the
U.S. member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG
International), a Swiss entity. All rights reserved. KPMG and the
KPMG logo are registered trademarks of KPMG International
Cooperative (KPMG International), a Swiss entity. 8 Whether an
investment is classified as debt or equity for tax purposes is
based on the weighing of a number of factors including
Debt-to-equity ratio of the borrower and Borrowers ability to repay
the debt based on projected earnings Consequences of classification
as debt or equity: Interest payments are generally deductible but
dividends are not Withholding taxes may differ Basic U.S. Federal
Tax Concepts Debt v. Equity
Slide 10
Taxation of Brazilian Companies Investing in the U.S.
Slide 11
2013 KPMG LLP, a Delaware limited liability partnership and the
U.S. member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG
International), a Swiss entity. All rights reserved. KPMG and the
KPMG logo are registered trademarks of KPMG International
Cooperative (KPMG International), a Swiss entity. 10 U.S.
Corporations Taxable in U.S. on worldwide income Generally,
considered to be a resident in place where created or organized
(place of incorporation) Possibility of dual residence status
exists This might occur, for example, if another country determines
residence on a different basis (management and control test) Raises
problem of dual consolidated losses Taxation of Brazilian Companies
Investing in the U.S. U.S. Taxing Jurisdiction U.S.
Corporations
Slide 12
2013 KPMG LLP, a Delaware limited liability partnership and the
U.S. member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG
International), a Swiss entity. All rights reserved. KPMG and the
KPMG logo are registered trademarks of KPMG International
Cooperative (KPMG International), a Swiss entity. 11 Non-U.S.
residents include business entities organized under laws of foreign
country Gross basis withholding tax (generally 30% rate) on
U.S.-source investment income Net basis tax at graduated rates on
income effectively connected with conduct of a U.S. trade or
business A filing with the U.S. taxing authority (a Form 1120-F) is
generally required in this circumstance. Foreign corporations also
subject to 30% branch profits tax on remittances from U.S. branch
to foreign home office Special rules for sales of U.S. real
property interests (USRPI) Buyers may be required to withhold 10%
of the sales proceeds General rules subject to treaty modification;
however, there is no income tax treaty between the U.S. and Brazil
Taxation of Brazilian Companies Investing in the U.S. U.S. Taxing
Jurisdiction Non-U.S. Residents
Slide 13
2013 KPMG LLP, a Delaware limited liability partnership and the
U.S. member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG
International), a Swiss entity. All rights reserved. KPMG and the
KPMG logo are registered trademarks of KPMG International
Cooperative (KPMG International), a Swiss entity. 12 Interest
Residence of payor Dividends Payors place of incorporation Income
from services Location where services performed Rent and royalties
Location or place of use of property Sale of Real Property Location
of property Sale of Personal Property Generally, the location of
the seller Taxation of Brazilian Companies Investing in the U.S.
U.S. Taxing Jurisdiction Income Sourcing Rules
Slide 14
2013 KPMG LLP, a Delaware limited liability partnership and the
U.S. member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG
International), a Swiss entity. All rights reserved. KPMG and the
KPMG logo are registered trademarks of KPMG International
Cooperative (KPMG International), a Swiss entity. 13 Gross Basis
Withholding Tax on U.S. Source Investment Income Generally applies
to fixed, determinable, annual or periodical (FDAP) income Includes
interest, dividends, rents, and royalties Gross basis withholding
does not apply to FDAP income to the extent it is effectively
connected with a U.S. trade or business (USTB) Taxation of
Brazilian Companies Investing in the U.S. U.S. Taxing Jurisdiction
Withholding
Slide 15
2013 KPMG LLP, a Delaware limited liability partnership and the
U.S. member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG
International), a Swiss entity. All rights reserved. KPMG and the
KPMG logo are registered trademarks of KPMG International
Cooperative (KPMG International), a Swiss entity. 14 Net Basis
Taxation of Income Effectively Connected to a U.S. Trade or
Business Effectively connected income (ECI) Generally, U.S. source
income of a foreign person engaged in a USTB (other than FDAP
income or gain or loss from the sale or exchange of a capital
asset) U.S. source FDAP income may be ECI if (1) the income is
derived from an asset used in a U.S. trade or business, or (2) the
activities of a U.S. trade or business are a material factor in
generating the income In certain limited circumstances, foreign
source income may be ECI U.S. Trade or Business Generally facts and
circumstances test Whether active profit-oriented activities of a
foreign person in the United States are considerable, continuous
and regular Generally, a low threshold Activities of agents may be
considered Examples: Performance of personal services in U.S. is a
U.S. trade or business Trading in stock/securities for taxpayers
own account is not a U.S. trade or business Taxation of Brazilian
Companies Investing in the U.S. U.S. Taxing Jurisdiction
Effectively Connected Income
Slide 16
Acquisition Considerations Acquisition Through a U.S.
Acquirer
Slide 17
2013 KPMG LLP, a Delaware limited liability partnership and the
U.S. member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG
International), a Swiss entity. All rights reserved. KPMG and the
KPMG logo are registered trademarks of KPMG International
Cooperative (KPMG International), a Swiss entity. 16 Deductibility
of Interest Payments Withholding Tax Considerations Distributions
Consolidated Group Considerations Acquisition Considerations
Acquisition Through U.S. Acquirer Selected Issues
Slide 18
2013 KPMG LLP, a Delaware limited liability partnership and the
U.S. member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG
International), a Swiss entity. All rights reserved. KPMG and the
KPMG logo are registered trademarks of KPMG International
Cooperative (KPMG International), a Swiss entity. 17 Background: A
Brazilian company (Brazilian Parent) would like to acquire all of
the stock of a publicly traded U.S. corporation (U.S. Target) Step
1: Brazilian Parent forms a new U.S. corporation (U.S. Acquirer)
Step 2: U.S. Acquirer borrows the purchase price, US$100, form the
U.S. branch of an unrelated Brazilian Bank (the Loan) Step 3: U.S.
Acquirer purchases the stock of U.S. Target for US$100 Acquisition
Considerations Acquisition Through U.S. Acquirer Sample Transaction
Brazilian Parent U.S. Target U.S. Acquirer Brazilian Bank U.S.
Branch Public U.S. Target 1 2 3
Slide 19
2013 KPMG LLP, a Delaware limited liability partnership and the
U.S. member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG
International), a Swiss entity. All rights reserved. KPMG and the
KPMG logo are registered trademarks of KPMG International
Cooperative (KPMG International), a Swiss entity. 18 General Debt
v. Equity Considerations To deduct interest on the Loan, it must be
debt for U.S. tax purposes Facts and circumstances Is the borrower
thinly capitalized? In the U.S., a debt-to-equity ratio in excess
of 3:1 is evidence of debt Brazil thin capitalization rules no
greater than 2:1 debt-to- equity ratio Legal priority of payment
Lenders right to payment on liquidation Bifurcating the debt into a
junior and senior tranche may minimize the likelihood that all of
the interest deductions are denied under debt/equity principles
Acquisition Considerations Acquisition Through U.S. Acquirer
Deductibility of Interest Debt v. Equity
Slide 20
2013 KPMG LLP, a Delaware limited liability partnership and the
U.S. member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG
International), a Swiss entity. All rights reserved. KPMG and the
KPMG logo are registered trademarks of KPMG International
Cooperative (KPMG International), a Swiss entity. 19 Debt Guarantee
Considerations If U.S. Acquirer is a newly formed entity or
otherwise undercapitalized, Brazilian Parent may be required to
guarantee its obligations under the Loan This guarantee raises the
issue of whether the guarantor is the borrower Look at
debt-to-equity factors (e.g., would borrower be expected to repay
the debt without the guarantee?) A guarantee by Brazilian Parent
also possibly implicates the earnings stripping rules: applies to
interest paid to foreign related party where 30% gross basis
withholding is not applicable also applies to interest paid to
unrelated party (e.g. US lending bank) where there is a foreign
related party guarantee application results in disallowance of
interest deduction but only if (1) the corporations debt-to-equity
ratio (as of the end of the taxable year) exceeds 1.5:1, and (2)
the corporations total interest deduction (including interest due
to unrelated persons) exceeds 50% of the corporation's adjusted
taxable income (roughly speaking, its cash flow before deducting
interest) Acquisition Considerations Acquisition Through U.S.
Acquirer Deductibility of Interest Debt Guarantees
Slide 21
2013 KPMG LLP, a Delaware limited liability partnership and the
U.S. member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG
International), a Swiss entity. All rights reserved. KPMG and the
KPMG logo are registered trademarks of KPMG International
Cooperative (KPMG International), a Swiss entity. 20 Withholding
tax on interest payments made by U.S. Acquirer to a Brazilian bank
U.S. source FDAP income Since there is no treaty between the U.S.
and Brazil, the interest payments would be subject to a 30%
withholding tax on the gross amount of the interest payment
However, U.S. Acquirer may be able to avoid withholding tax if the
payment is made to a U.S. branch of a Brazilian bank What if
guarantor (i.e., Brazilian Parent) is treated as the borrower? No
withholding tax on interest payments to either a Brazilian bank or
a U.S. branch Conduit Financing Rules - intermediate entities in a
financing arrangement may be disregarded if their participation
reduces U.S. withholding tax Conduit financing rules do not apply
if financing Is not pursuant to a tax avoidance plan or Does not
result in lower taxes (as compared to the absence of such entity)
Acquisition Considerations Acquisition Through U.S. Acquirer
Withholding Tax Considerations
Slide 22
2013 KPMG LLP, a Delaware limited liability partnership and the
U.S. member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG
International), a Swiss entity. All rights reserved. KPMG and the
KPMG logo are registered trademarks of KPMG International
Cooperative (KPMG International), a Swiss entity. 21 Acquisition
Considerations Acquisition Through U.S. Acquirer Withholding Tax
Considerations (Contd) Assume Brazilian Parent establishes a
financing entity (FinCo) in a country with a low withholding tax
rate on interest payments with both the U.S. and Brazil If FinCo
borrowed money from the Brazilian Bank (Step 1), and then on-lent
the funds to U.S. Acquirer (Step 2), the combined withholding tax
rate on the back-to-back loans may be less than if U.S. Acquirer
had borrowed the money directly from the Brazilian banks However,
conduit financing rules under the U.S. tax laws may prevent such a
beneficial result Brazilian Parent U.S. Target U.S. Acquirer
Brazilian Bank Public U.S. Target 1 2 3 FinCo
Slide 23
2013 KPMG LLP, a Delaware limited liability partnership and the
U.S. member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG
International), a Swiss entity. All rights reserved. KPMG and the
KPMG logo are registered trademarks of KPMG International
Cooperative (KPMG International), a Swiss entity. 22 Under U.S. tax
laws, distributions by a corporation to its shareholder are taxable
as a dividend to the extent the distributing corporation has
earnings and profits (E&P) If the amount of the distribution
exceeds the amount of earnings and profits, the distribution is
treated, first, as a return of basis and, second, to the extent it
exceeds basis, capital gain Example: Assume U.S. Target has $50 of
E&P, and Brazilian Parent has a US$100 tax basis in its U.S.
Target stock If U.S. Target makes a $200 distribution to Brazilian
Parent, US$50 of the distribution will be dividend income to
Brazilian Parent This US$50 dividend will be subject to a 30%
withholding tax since there is no treaty between the US and Brazil
Of the remaining US$150 of the distribution, US$100 will reduce
Brazilian Parents tax basis in the U.S. Target stock to US$0, and
US$50 will be treated as capital gain Acquisition Considerations
Acquisition Through U.S. Acquirer Distributions
Slide 24
2013 KPMG LLP, a Delaware limited liability partnership and the
U.S. member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG
International), a Swiss entity. All rights reserved. KPMG and the
KPMG logo are registered trademarks of KPMG International
Cooperative (KPMG International), a Swiss entity. 23 Acquisition
Considerations Acquisition Through U.S. Acquirer Consolidated Group
Considerations - + US$ 100 If Brazilian Parent makes the
acquisition through U.S. Acquirer, U.S. Acquirer and U.S. Target
may be eligible to form a consolidated group Since the taxable
income of a consolidated group is determined on an aggregate basis
U.S. Acquirers interest deductions may offset U.S. Targets taxable
income Distributions from U.S. Target to U.S. Acquirer are not
taxable if they belong to the same consolidated group Brazilian
Parent U.S. Acquirer Brazilian Bank U.S. Target U.S. Branch
Slide 25
2013 KPMG LLP, a Delaware limited liability partnership and the
U.S. member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG
International), a Swiss entity. All rights reserved. KPMG and the
KPMG logo are registered trademarks of KPMG International
Cooperative (KPMG International), a Swiss entity. 24 If U.S. Target
and U.S. Acquirer belong to the same consolidated group, U.S.
Acquirers E&P will include U.S. Targets E&P However, U.S.
Acquirers E&P will only include U.S. Targets E&P from the
date after the acquisition Example: Assume Brazilian Parent
acquired U.S. Target through U.S. Acquirer. Assume also that U.S.
Target has US$50 of E&P that accrued prior to the acquisition,
and Brazilian Parent has a US$100 tax basis in its U.S. Acquirer
stock If U.S. Acquirer makes a US$100 distribution to Brazilian
Parent, none of the distribution will be treated as a dividend
since U.S. Acquirer will not be treated as having any E&P The
US$100 will reduce Brazilian Parents tax basis in U.S. Acquirer
stock to US$0 but Brazilian Parent will recognize no gain This
result will occur even if the distribution is funded by a dividend
from U.S. Target to U.S. Acquirer (which is tax free under the
consolidated return rules) Acquisition Considerations Acquisition
Through U.S. Acquirer Consolidated Group Considerations
Distributions
Slide 26
Acquisition Considerations Direct Acquisition by Brazilian
Parent
Slide 27
2013 KPMG LLP, a Delaware limited liability partnership and the
U.S. member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG
International), a Swiss entity. All rights reserved. KPMG and the
KPMG logo are registered trademarks of KPMG International
Cooperative (KPMG International), a Swiss entity. 26 Background:
Brazilian Parent would like to acquire all of the stock of U.S.
Target Step 1: Brazilian Parent borrows the purchase price, US$100,
from an unrelated Brazilian Step 3: Brazilian Parent purchases the
stock of U.S. Target for US$100 Acquisition Considerations Direct
Acquisition by Brazilian Parent Sample Transaction Brazilian Parent
U.S. Target Brazilian Bank Public 1 2
Slide 28
2013 KPMG LLP, a Delaware limited liability partnership and the
U.S. member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG
International), a Swiss entity. All rights reserved. KPMG and the
KPMG logo are registered trademarks of KPMG International
Cooperative (KPMG International), a Swiss entity. 27 No
consolidated group with a foreign parent Brazilian Parent would
therefore only be able to use an available interest deduction to
offset its own taxable income (and not the taxable income of U.S.
Target) The historic E&P of U.S. Target is taken into account
in determining whether distributions are dividends Dividend
distributions generally subject to 30% withholding tax No
withholding tax on interest payments to either a Brazilian bank or
a U.S. branch of a Brazilian Bank Acquisition Considerations Direct
Acquisition by Brazilian Parent Other Considerations
Slide 29
Acquisition Considerations Other Considerations
Slide 30
2013 KPMG LLP, a Delaware limited liability partnership and the
U.S. member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG
International), a Swiss entity. All rights reserved. KPMG and the
KPMG logo are registered trademarks of KPMG International
Cooperative (KPMG International), a Swiss entity. 29 Net Operating
Losses (NOLs) May be carried back two years and carried forward 20
years Limitations on NOL usage If an ownership change occurs, a
corporations ability to use its pre-change NOLs and built-in losses
to offset post-change taxable income may be limited Ownership
Change: more than 50% change in ownership over a three-year testing
period The ability of a consolidated group to use a members NOLs
from a pre-consolidated group period of that member to offset
income may be limited Acquisition Considerations Net Operating
Losses
Slide 31
2013 KPMG LLP, a Delaware limited liability partnership and the
U.S. member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG
International), a Swiss entity. All rights reserved. KPMG and the
KPMG logo are registered trademarks of KPMG International
Cooperative (KPMG International), a Swiss entity. 30 When stock is
acquired, the tax basis of the companys assets do not change In
certain circumstances, a taxpayer can elect to treat a stock
acquisition as an asset acquisition, in which case tax basis of the
assets change to fair market value Two types of elections Section
338(g): Common where seller is non-U.S. taxpayer but otherwise
uncommon Section 338(h)(10): Available in limited circumstances.
More common where seller is U.S. taxpayer Acquisition
Considerations Section 338 Elections
Slide 32
2013 KPMG LLP, a Delaware limited liability partnership and the
U.S. member firm of the KPMG network of independent member firms
affiliated with KPMG International Cooperative (KPMG
International), a Swiss entity. All rights reserved. KPMG and the
KPMG logo are registered trademarks of KPMG International
Cooperative (KPMG International), a Swiss entity. Devon M. Bodoh
Principal Professional and Industry Experience Devon M. Bodoh is
the Principal in Charge for Latin American Markets. Within that
role, Mr. Bodoh leads the firms US-Brazil High Growth Market
Practice and leads the Inbound Tax Team for Brazil. In addition,
Mr. Bodoh is the co-leader of KPMGs Washington National Tax
International M&A Initiative and a principal in Washington
National Tax. Mr. Bodoh advises clients on cross border mergers,
acquisitions, spin-offs, other divisive strategies, restructurings,
bankruptcy and non-bankruptcy workouts, the use of net operating
losses, foreign tax credits, deficits and other tax attributes, and
consolidated return matters. Prior to joining KPMG, Mr. Bodoh was a
partner in the international law firm of Dewey & LeBoeuf LLP.
Publications and Speaking Engagements Mr. Bodoh is a frequent
speaker on subjects in his practice area for various groups,
including the Tax Executives Institute, the American Bar
Association, the American Law Institute/American Bar Association,
the American Institute of Certified Public Accountants, BNA/Center
for International Tax Education and the Law Education Institute.
Mr. Bodoh is a former chairperson and vice-chairperson of the
American Bar Association's Committee on Affiliated and Related
Corporations and is an officer of the American Bar Association's
Corporate Tax Committee. Mr. Bodoh is an adjunct professor at
George Mason University School of Law. In addition, Mr. Bodoh is a
member of the Dean's Advisory Board for the University of Detroit
School of Law. DEVON M. BODOH Principal Washington National Tax
KPMG LLP Washington DC Office 1801 K Street, NW Washington, DC
20006 Miami Office 200 South Biscayne Blvd Miami, FL 33131 Tel +1
202-533-5681 Fax +1 202-609-8969 Cell +1 646-752-9444
[email protected] Function and Specialization Cross border mergers,
acquisitions, spin-offs, divestitures, liquidating and
nonliquidating corporate distributions, corporate reorganization,
and consolidated returns Education, Licenses & Certifications
LLM, Taxation, New York University of Law JD, University of Detroit
Mercy School of Law School BBA, University of Michigan Stephen M.
Ross School of Business