William R. Stewart

Practices

• Tax
• Corporate Transactions & Securities

Professional Experience

Bill is a partner in, and former Chair, of the firm's Tax Practice Group. He focuses his practice on tax controversy and litigation, with IRS and Ohio, and corporate transactions including domestic mergers and acquisitions, international transactions, financings, corporate divestitures, spin-offs, joint ventures and partnerships, limited liability companies, foreign investments, consolidated returns, S corporations, cooperatives, and tax exempt organizations.

He served as a law clerk to Chief Judge Paul C. Weick, United States Court of Appeals in the Sixth Circuit, 1968-1969.

Education

• Duke University School of Law, J.D., 1968
• Yale University, B.A., 1965

• Tax controversy matters:
• Parker Hannifin Corp. v. United States, 2006-1 USTC ¶50,304 (Ct. Fed. Cls. 2006) (motion for summary judgment on interest netting for credit elect estimated taxes).
• Parker Hannifin Corp. v. Commissioner, 139 F.3d 1090 (6th Cir. 1998) aff'g and rev'g 72 TCM 191 (1996) (deduction of contribution to VEBA).
• Buckeye Power Co. v. United States, 97-2 USTC ¶50,510 (Ct. Fed. Cls. 1997) (upheld tax exempt status of rural electric cooperative under Section 501(c)(12)).
• Parker Hannifin Corp. v. United States, unreported settlement (motion for summary judgment on refund claims for foreign tax credits and dividend received deductions).
• Oglebay Norton Company v. United States, 610 F.2d 715 (Ct. Cls. 1979) (investment tax credits on vessels funded under MARAD funds).
• Appeals Office contest of over $300 million proposed income adjustments arising out of outbound corporate liquidation transaction.
• Appeals Office contest of over $48 million passive loss issue.
• Appeals Office contest of over $45 million of withholding taxes and penalties arising out of corporate transaction.
• Appeals Office contest of over $55 million of adjustments arising out of corporate transactions.
• Appeals Office contest of $4 million advance payment on commercial contract.
• Appeals Office contest with respect to $500,000 accumulated earnings tax case.
• Appeals Office contest regarding depreciation and amortization of mining equipment and iron ore vessels.
• Appeals Office contest regarding depreciation and amortization of manufacturing equipment.
• Appeals Office contest regarding cattle farming activities.
• Appeals Office contest regarding executive airplane business and personal trips.
• Appeals Office contest regarding worthless stock loss of Italian foreign subsidiary.
• Appeals Office contest of loss from litigation involving Mexican subsidiary.
• Criminal Investigation Division audit of alleged fraudulent expense accounts.
• Criminal Investigation Division proceeding of alleged fraudulent charitable contributions.
• International:
• Retained economist and reviewed transfer price study for sale of manufactured products between U.S. subsidiary and foreign affiliate.
• Handled IRS exam's proposed adjustment under Section 482 to transfer price of commodities purchased by U.S. corporation from Canadian affiliate; IRS withdrew the adjustment.
• Handled IRS exam's proposed adjustment under Section 482 to the transfer price of commodity purchased by U.S. corporation from Guinea affiliate corporation; IRS withdrew the adjustment.
• Counseled client with respect to resolving Section 482 dispute between U.S. and Canadian competent authorities regarding transfer price of manufactured products and correlative adjustments.
• Prepared and filed protective refund claims and requests for competent authority with U.S. competent authority with respect to proposed Section 482 adjustments from sale of products and the provision of services between U.S. corporation and Canadian affiliate; assisted U.S. competent authority in reviewing transfer price studies and related documentation to prepare U.S. competent authority for meetings with Canadian competent authority.
• Counseled client with respect to loans between U.S. corporation and foreign affiliate including conduit financing transactions.
• Counseled hedge funds on off-shore structures.
• Counseled hedge funds on CFC and PFIC issues.
• Counseled U.K. pension fund on U.S. infrastructure investment.
• Counseled U.S. manufacturer on acquisition of foreign corporations and joint ventures.
• Counseled foreign investors on investments in U.S. debt obligations.
• Obtained refunds from FSC and ETI transactions
• Conversion of small FSC to large FSC.
• Corporate transactions:
• Shelf registration of $1 billion debt and equity securities of bank holding company.
• Registration of $750 million medium term notes of bank holding company.
• Registration of $1 billion debt obligation of bank.
• Auto loan bank securitization ($500 million).
• Student loan bank securitizations ($1 billion).
• Consolidation of two Fortune 500 chemical processors.
• Purchase of mortgage service business.
• Purchase of leasing business.
• Tax-free merger acquisition of investment banking and consulting business.
• Tax-free B reorganization of investment advisory and mutual fund business.
• Tax-free merger acquisition of auto loan finance business.
• Taxable sale of manufacturer of windows and doors.
• Taxable sale of aluminum extrusion business.
• Private letter ruling on interest spin-off restructuring.
• Tax-free acquisition of manufacturer of hydraulic pumps.
• Tax-free tender offer to acquire aerospace manufacturer.
• Tax-free mergers of two bank holding companies.
• Tax-free merger of two bank holding companies and merger of subsidiary banks.
• Taxable purchase of U. S. hydraulics manufacturer with seventeen foreign subsidiaries.
• Tax-free merger acquisition of pump manufacturer.
• Taxable sale of U. S. subsidiary chemical company and foreign subsidiary to U.K. purchaser.
• Various other taxable and tax-free acquisitions and dispositions.
• Tax-free exchange of life insurance policies.
• Built-in gains and Section 382 loss limitation.
• Restructuring corporation to form holding company structure.
• Joint ventures and partnerships:
• Formation and operation of U.S. and foreign hedge fund partnerships.
• Formation of U. S. manufacturing joint venture between U. S. and Japanese truck manufacturers.
• Disposition of joint venture interest in mortgage service business.
• Formation of chemical processing joint venture between two U. S. chemical processors.
• Formation of U. S. fibreboard manufacturer.
• Operation of U. S. iron ore mining joint venture.
• Formation of foreign tire manufacturing joint venture.
• Formation and operation of investment partnership.
• Retail joint venture corporation of nonprofit tax exempt corporation.
• Joint venture LLC to construct and operate electric generation facility.
• Formation and operation of joint venture LLC to purchase and sell electric power.
• Conversion of real estate partnerships to LLCs.
• Formation of UPREIT.
• Disposition of hotel properties to UPREIT.
• Disposition of real estate properties to UPREIT.
• Formation of oil exploration and drilling joint venture.
• Ohio tax matters:
• Norandex v. Limbach, 69 Ohio St.3d 26 (1994), rev'g Ohio B.T.A. (sales tax on sample products).
• Custom Beveridge Packers, Inc. v. Kosydar, 33 Ohio St.2d 68 (1973) (sales tax on conveyers and packaging for soft drink processor).
• Noranda Aluminum Inc. v. Limbach, (journal entry settlement) (1998) (franchise tax doing business nexus issue).
• Heidelberg Harris, Inc. v. Limbach, journal entry settlement (1996) ($1 million refund of Ohio franchise tax).
• Society Corp. v. Limbach, B.T.A. No. 90-x-12903 (1993) (franchise tax on net worth).
• Bechtel Corp. v. Kosydar, B.T.A. No. A-263 (1973) (sales tax on chemical plant).
• Ohio tax and doing business opinions for European and Canadian consortium of banks, Asian consortium of banks, and for lenders in securitization transaction.
• Ohio tax advice on leverage leases of anhydrous ammonia plant, aircraft, mining equipment, and oil drilling equipment.
• Ohio tax opinion on synthetic lease transaction.
• Ohio tax advice on formation and operation of Delaware holding company and Delaware intangibles company.
• Ohio tax advice on formation of ESBT in connection with sale of assets.
• Ohio tax advice on withholding tax issues on pass through entities.

Cleveland Tax Institute
· Negotiations of Sale/Purchase of Business Through Execution of Term Sheet, 2008
· Financially Troubled Corporations, 2006
· Reorganizations (Solvent Corporations), 2005
· Ohio Taxation of Corporations, 2003
· Conversions, Mergers, Single Member LLCs, 2002
· Transactions with Disregarded Entities, 2000
· State Tax Considerations in Mergers and Acquisitions, 1999
· Tax Motivated Transactions: Government Responses, 1998
· Choice of Pass-Through Entity After Check-the-Box, 1997
· Forward and Reverse Triangular Reorganizations, 1996
· State Tax Considerations in Mergers and Acquisitions, 1995
· Limited Liability Companies, 1993


Tax Executive Institute
· State Tax Consequences of Mergers & Acquisitions and Nexus Issues, 2004 TEI Conference, Cleveland, Ohio
· Post-Enron Tax Planning, 2003 TEI Conference, Denver, CO
· Clinton's Tax Proposals on Corporate Tax Shelters, 1999 TEI Region VII Conference, Orlando, FL
· Partnerships/LLC, 1998 TEI Region VII Conference, Nashville, TN

National Rural Electric Cooperative Association
· Getting Down to the Basics: Fundamental Tax Issues for Rural Electric and
· Telephone Cooperatives, 1992 Cooperative Tax Conference, Washington, D.C.

Ohio CPA Corporate Tax Workshop
· Ohio Corporation and Franchise: Overview and Recent Developments, 1989-1992

Cleveland Bar Association State and Local Tax Institute
· Current Ohio Franchise Tax Developments, 1998, 2000 and 2002
· Manufacturers Tax Credits and Other Tax Incentives, 1996
· Limited Liability Companies, 1994
· Franchise Taxes - Allocation and Apportionment Developments, 1990

• Martindale-Hubbell AV Rated
• The Best Lawyers in America
• Selected for inclusion in Super Lawyers by Ohio Super Lawyer magazine 2010-2012