Thomas J. Callahan

Practices

• Tax
• Corporate Transactions & Securities

Professional Experience

Tom is the chair of the firm's Taxation practice. He focuses his practice on handling taxpayer controversies with IRS (examinations, appeals, litigation, and criminal tax matters), advising clients on structuring prospective transactions, and obtaining rulings and other technical guidance from the IRS National Office.

Tom has significant experience in handling mergers and acquisitions, corporate and partnership tax issues, consolidated return and alternative minimum tax issues, REIT issues, financings and original issue discount, civil fraud audits, and tax related bankruptcy issues including preservation of net operating losses.

Education

• Case Western Reserve University School of Law, J.D., 1985, cum laude
• Duke University, B.S., 1979, cum laude

• Tax controversy matters:
• Co-counsel for large bank concerning $1 billion controversy with IRS regarding LILO/SILO/QTE transactions.
• Member of legal team that eliminated over $400 million in tax, penalty and interest for U.S. subsidiary of foreign corporation with respect to elimination of U.S. withholding tax on distributions to foreign parent, determination of tax basis of subsidiary stock under U.S. consolidated return regulations, reduction of excess loss account income arising from termination of U.S. consolidated group, elimination of proposed Section 482 transfer pricing adjustments, and reduction of gain on sale of subsidiary stock.
• Member of legal team that recovered $57 million in tax and interest for Fortune 50 telecom with respect to 1986 Tax Act transition investment tax credits on capital improvements.
• Member of legal team that eliminated over $30 million of tax, penalty and interest for multi-national health care client.
• Eliminated $20 million of tax, interest and penalty for a hedge fund company with respect to overstatement of net operating losses.
• Member of legal team that recovered an $11 million refund for a national retailer for a specified liability loss deduction.
• Member of legal team that helped The Goodyear Tire & Rubber Company obtain a generic legal advice memorandum regarding specified liability losses.
• Member of legal team that obtained recovery of tax and interest for Parker Hannifin Corporation in settlement of U.S. Court of Federal Claims litigation concerning creditable Brazilian taxes and dividends received deduction.
• Member of legal team that eliminated $4 million of tax and interest in IRS Appeals Mediation with respect to unreasonable compensation issue.
• Member of legal team that obtained recovery of $3.4 million refund attributable to previous payment of deficiency interest by Fortune 500 client to IRS.
• Member of legal team that obtained favorable private letter ruling which allowed real estate client to claim $3 million of low-income housing tax credits.
• Member of legal team that obtained recovery of $2.5 million in tax and interest for Buckeye Power, Inc. in U.S. Court of Federal Claims litigation which confirmed Buckeye's qualification as a tax-exempt rural electric cooperative.  Buckeye Power, Inc. v. U.S., 38 Fed. Cl. 154, 97-2 USTC ¶ 50,580 (1997); and Buckeye Power, Inc. v U.S., 38 Fed. Cl. 283 (1997).
• Eliminated $1.9 million in tax, penalties and interest against client with respect to unreasonable compensation case docketed in U.S. Tax Court.
• Eliminated over $1 million of tax, penalty and interest for physician accused of tax fraud by IRS Compliance Division.
• Member of legal team that obtained $1 million concession in tax, penalties and interest from IRS for a client previously convicted of filing false tax returns.
• Member of legal team that obtained a concession from IRS of $650,000 in tax, penalties and interest for a client previously convicted of wire fraud.
• Eliminated over $500,000 in taxable income for a real estate developer in bankruptcy with respect to foreclosure of distressed properties.
• Member of legal team that eliminated $500,000 proposed assessment of accumulated earnings tax for closely held corporate client.
• Member of legal team that eliminated over $475,000 of tax, penalties and interest for spouse of convicted tax felon.
• Obtained over $250,000 concession of tax and interest in TEFRA case based on jurisdictional defense.
• Eliminated $200,000 in tax, penalties and interest with respect to a pension rollover.
• Eliminated $150,000 trust fund recovery penalty for client.
• Obtained $100,000 concession of tax from IRS concerning proposed liability of client for funding payroll with knowledge that vendor was unable to pay payroll taxes.
• Transactional matters:
• Tax Counsel with respect to negotiation and preparation of three tax opinions with respect to placement of $1.5 billion of Bank Owned Life Insurance for Fortune 100 financial institution.
• Tax counsel to issuer of multi-billion dollar bank notes to the public market.
• Tax counsel to large real estate developer with respect to $1.2 billion sale of regional shopping center mall properties to publicly-held REIT.
• Tax counsel to tiered real estate partnerships created by Fortune 100 publicly-traded companies to invest in real estate development projects.
• Tax counsel to public REIT with respect to structuring $115 million cross-border mortgage securitization.
• Tax counsel to large real estate developer with respect to income and partnership tax issues arising in connection with the formation of an UPREIT.
• Tax counsel to mutual funds with respect to tax-free reorganization of series mutual funds.
• Tax counsel to issuer of over $50 million of trust preferred securities to the public market.
• Tax counsel to closely-held client with respect to $50 million part sale and part redemption of its stock.
• Tax counsel to large publicly-held bank holding company with respect to tax-free merger of investment banking and consulting business into wholly-owned subsidiaries.
• Advised on tax and accounting issues with respect to synthetic lease financing of a $40 million distribution center constructed by publicly-held client.
• Tax counsel to the unsecured creditors committee of a large retailer concerning the preservation of substantial net operating losses and minimization of taxes in bankruptcy.
• Tax counsel to large publicly-held retailer with respect to income and payroll tax implications of internal restructuring.
• Tax counsel to numerous clients with respect to structuring taxable mergers and acquisitions and tax-free reorganizations.
• Acquisition by Phoenix Packaging Corporation of its principal competitor.

• Selected Publications
• Co-Author, "Joint Committee Refund Review: Twelve Questions to Consider"
• "IRS Office of Chief Counsel Adopts New Procedures for Issuing Legal Advice on Audit Issues" · CCH Journal of Tax Practice & Procedure
• "Tax Accrual Workpapers: IRS Efforts to Obtain Them, Corporate Strategies to Protect Them" · CCH Journal of Tax Practice & Procedure and The Tax Executive
• "What Tax Lawyers Need to Know About Single Member Limited Liability Companies" · The Practical Tax Lawyer
• Co-author, "Representation Before the United States Tax Court", (Thomson West)

• Selected Presentations
• "Trends in Tax Controversy", Manufacturers Alliance (MAPI)
• "Preserving Attorney-Client and Work Product Privilege After Textron", International Fiscal Association
• "TEI: Tax Accrual/FIN 48 Workpapers: The Continuing Saga", Co-presenter, Tax Executive Institute
• "TEI: Tax Accrual/FIN 48 Workpapers: Tax Controversy Update"
• "A Forum on the Tax Section's Recent Survey on the Independence of the IRS Office of Appeals", ABA Tax Section
• "Update on IRS Appeals", ABA Tax Section
• "IRS Administrative Affairs - Hot Topics", Tax Executive Institute
• "Case Specific Advice - Meeting the Client's Needs", ABA Tax Section
• "National Research Program Update", ABA Tax Section
• "Independence of IRS Appeals", ABA Section of Taxation
• "Tax Accrual Workpapers", Tax Executives Institute
• "Privileged Communications and Tax Accrual Workpapers", Tax Executives Institute
• "Federal Tax Update", Tax Executives Institute
• "Know When to Hold 'Em: Tax Accrual Workpapers", Tax Executives Institute
• "Tax Talk Today: Tax Shelter Enforcement Update", Internal Revenue Service
• "Update on IRS Appeals Following the Reorganization", ABA Section of Taxation
• "Tax Accrual Workpapers: What Documentation Should a Corporate Tax Department Generate", Tax Executives Institute
• "Like-Kind Exchanges of Personal Property and Multi-Asset Exchanges", Cleveland Tax Institute
• "Disclosure of Tax Accrual Workpapers to IRS", Tax Executives Institute
• "Redesign of the LMSB Audit Process", ABA Section of Taxation
• "Handling IRS Audits and Appeals", Cleveland Bar Association
• "Real Estate Workouts at the Beginning of the New Millennium - Tax Issues", Cleveland Bar Association
• "Corporate Tax Update", Tax Executives Institute

• Martindale-Hubbell · AV Rated
• Selected for inclusion in Super Lawyers by Ohio Super Lawyer magazine 2010-2012
• Listed in The Best Lawyers in America, 2012
• Who's Who Legal: USA (Corporate Tax)
• Who’s Who in America