James C. Koenig

Practices

• Tax
• International

Professional Experience

Jim is a partner in the firm's Taxation practice group who focuses his practice on tax planning for numerous types of transactions, including mergers and acquisitions, corporate joint ventures, limited liability companies, partnerships, cross-border, Internet start-ups, securitizations, and various financial transactions. Prospective transactions are domestic and/or international in scope and tax advice covers domestic, international, and state and local tax issues. Jim also works on taxpayer controversies with the IRS and state tax authorities (examinations and appeals).

Prior to joining the firm, Jim was a tax attorney with BP America from 1990-1995, an attorney with Jones, Day, Reavis & Pogue from 1987 until 1990, and an accountant with Ernst & Whinney from 1983 until 1984.

Education

• Case Western Reserve University School of Law, J.D., 1987, summa cum laude, Order of the Coif; Class Rank: 1st out of 230
• Case Western Reserve University, M.B.A., 1982, summa cum laude
• John Carroll University, B.S.B.A., 1981, summa cum laude

• Representative International Tax Projects
• Advising Fortune 200 U.S. multinational on disposition of a major division with operations in numerous countries.
• Advised Fortune 200 U.S. multinational on structuring European joint venture with large Asian multinational.
• Reviewed transfer pricing studies for compliance with the U.S. tax law.
• Advised U.S. multinational on transfer pricing and cost sharing arrangements with foreign affiliates.
• Drafted competent authority submission concerning transfer pricing and other cross border tax issues.
• Structuring acquisition of a European travel industry company.
• Advising publicly held European health industry company on structuring acquisitions of U.S. health companies.
• Regularly advise foreign persons on tax planning opportunities and compliance requirements of acquiring or investing in U.S. real property, including compliance with the Foreign Investment in Real Property Tax Act (FIRPTA).
• Regularly advise both U.S. and foreign entities on withholding tax, permanent establishment, limitations on benefits, and other tax treaty issues.
• Advising foreign investors in a going private transaction on structuring acquisition of a U.S. travel industry company.
• Developing structure of foreign holdings of minority U.S. stockholders.
• Advised private companies on structuring their new business operations in China.
• Advised private company on structuring its new sales operations in India.
• Regularly advise U.S. persons on controlled foreign corporation, Subpart F and passive foreign investment company matters.
• Regularly advise U.S. banks on withholding tax matters and potential Subpart F impact of lending to foreign entities.
• Obtained rulings from IRS permitting late filing of dual consolidated loss elections.
• Regularly advise foreign investors on tax efficient strategies for structuring start-up U.S. business ventures.
• Other Public Company Transactions
• Advised publicly held U.S. corporation on structuring partnership joint venture with Fortune 500 multinational.
• Advised publicly held chemicals company on consolidation with another publicly held chemicals company.
• Advised U.S. multinational on acquisition of multinational chemicals company.
• Advised U.S. company on expanding business to U.S. possession.
• Representing national power company in acquisition of regional power company.
• Structured acquisition of partnership interest by U.S. multinational.
• Advised Asian multinational on structuring sale of its U.S. business to a European multinational.
• Advised publicly held medical supply company on acquisition of publicly held foreign company.
• Advised publicly held shipping company on acquisition of mining partnerships.
• Tax counsel to major U.S. bank on multi-billion debt offerings and $500 Million+ auto loan and student loan securitizations.
• Provided tax advice for IPO of U.S. insurance company.
• Provided tax advice on tender offers for outstanding debt.
• Provided tax advice on issuances of convertible debt securities.
• Other Private Company Transactions
• Advised investment fund on combining several LLCs in connection with major refinancing of portfolio companies.
• Advising investment fund on tax-free Section 332 liquidation of subsidiary corporation into parent.
• Advising technology start-up on strategic sale to U.K. company.
• Advising investment fund on structuring the acquisition of a labelling business.
• Advising investment fund on conversion of a subsidiary corporation to a limited liability company.
• Advised investment fund on acquisition of European joint venture.
• Advising investment fun on structuring the acquisition of a medical equipment manufacturing company.
• Advising investment fund on structuring the acquisition of a parts manufacturing business.
• Advised privately held pharmaceutical company on tax-free merger.
• Advised investment fund on acquisition of surgical instruments company.
• Advised investment fund on divestment of portfolio company through tax-free corporate reorganization.
• Advising foreign shareholders on structuring sale of U.S. travel industry company.
• Regularly advise U.S. investors on tax efficient strategies for structuring start-up foreign business ventures.
• Advising owners of investment fund on tax efficient strategies for selling equity interests in such fund.
• Representing multinational travel industry company on divestment to European multinational.
• Advised investor on technology transfer issues.
• Advising physician practice on sale of practice.
• Advised S Corporation on Section 338(h)(10) divestment.
• Advising S Corporation on tax benefits from a liquidation of an insolvent foreign subsidiary.
• Advised privately-held company on conversion to S Corporation.
• Advised S corporations on restructuring in anticipation of sale of business.
• Advised Internet start-up on sale of company.
• Advised investment company on organizing off-shore captive insurance company.
• Advising investment fund on divestment of medical company.
• Structuring Latin America hedge fund for investment by U.S. investors.
• Represented U.S. investors in acquisition of packaging company.
• Devising succession plan for S Corporation.
• Tax Controversy
• Tax counsel to Fortune 500 U.S. multinational on federal income tax appeal.
• Tax counsel to multinational mining and manufacturing company on federal income tax appeal.
• Representing Fortune 200 U.S. multinational on IRS audit and appeal.
• Representing U.S. multinational on competent authority matter concerning Canada.
• Represented business on tax exemption litigation before Ohio Supreme Court.
• Advised multinational on Ohio dealer in intangibles tax.
• Represented Japanese multinational in Ohio corporation franchise tax audit.
• Represented publicly held distribution company in New York corporation franchise tax audit.
• Other Matters
• Structuring workout of insolvent partnership.
• Regularly advise U.S. companies on captive insurance matters.
• Formulating tax minimization and deferral strategies for closely held U.S. company.
• Advising on optimal foreign countries for organizing start-up business.
• Advising on offering of equity interests in company trading in emission credits.
• Advising on tax aspects of investments in life settlements.
• Regularly advise U.S. multinational on Subpart F matters.
• Prepared FIN48 analysis for U.S. multinational on net operating loss.
• Advised chemicals company on availability of alternative fuel mixture refundable tax credit.
• Advised mining company on assumption of environmental liabilities.

• Co-Authored "Changes to U.S. Taxation of Foreign Income: Impact of Education, Jobs and Medicaid Assistance Act Revenue-Raising Provisions" · Journal of Taxation of Investments, Winter 2011
• Co-Authored "Practical and Policy Considerations in Corporate Inversion Transactions" · Corporate Business Taxation Monthly, September 2002
• Co-Authored "Contingent Consideration: The Taxation of Earnouts and Escrows" · Mergers and Acquisitions, July 2001
• "An Analysis of the Section 367(a)(3)(c) Temporary Regulations" · International Tax & Business Lawyer, Summer 1987

• Trends in Tax Controversy, MAPI, 2010
• Realizing Tax Savings from Losses - 2009 Cleveland Tax Institute
• Tax Issues with Sale of a Business - 2008 Cleveland Tax Institute
• Chair of 2007 Cleveland Tax Institute
• Vice Chair of 2006 Cleveland Tax Institute
• Taxable Asset Sales - 2006 Cleveland Tax Institute
• Dual Consolidated Losses - Regional TEI Seminar - 2004
• Current Tax Shelter Disclosure Treasury Regulations, Cleveland Tax Institute, 2003
• Legislation of Ethics, Cleveland State University Graduate Business School, 2003
• Sarbanes-Oxley Act, Cleveland Tax Executives Institute, 2002
• Sarbanes-Oxley Act, Cincinnati Tax Executives Institute, 2002
• Planning Update: Limited Liability Companies, Cleveland Tax Club, 2002
• Section 367: Outbound and Inbound Transactions, Cleveland Tax Institute, 2001
• Tax Planning with Foreign LLCs, Cleveland Tax Institute, 2000
• Tax Planning with Multi-member LLCs, November 1999
• Value Added Taxes, Cleveland Tax Institute, 1996

• Listed in The Best Lawyers in America, 2006-2013
• Selected for inclusion in Super Lawyers by Ohio Super Lawyer magazine from 2005-2013