Summary

Todd focuses his practice on general corporate taxation and international tax matters. He frequently represents clients with respect to domestic and cross-border M&A, inbound investment by non-U.S. persons, taxation of financial instruments and foreign currency denominated investments, choice of legal entity and the application of the United States tax-treaty network.

A significant component of Todd's practice includes advising U.S. clients with respect to the U.S. reporting of foreign activities, representing clients in seeking administrative relief through the private ruling process and representing clients under examination by the IRS. Todd's practice also includes assisting clients with preserving tax attributes in connection with financial restructurings and the proper taxation of damage awards and settlements.

Todd's experience includes representing both FORTUNE 500 companies and closely held businesses with respect to corporate and international tax matters. He is a frequent speaker on the topics of corporate and international taxation and a member of the Council of the Taxation Section of the Indiana State Bar Association. Todd has been recognized by Best Lawyers in America® for tax law and has been selected by Law & Politics Magazine as an Indiana Rising Star in tax. He is also a member of the firm's Executive Committee. 

Awards

All Service Areas

Education

  • University of Houston Law Center (2001)
  • University of Houston, M.B.A, Finance Concentration (2001)
  • Georgetown University Law Center, Master of Laws in Taxation (2004)
  • Purdue University, B.S. (1997)

Admissions

  • Federal - U.S. Tax Court
  • Federal - U.S. Court of Federal Claims
  • State - District of Columbia
  • State - Indiana
  • State - Illinois (inactive status)
  • State - Texas (inactive status)

Notable Matters

The following is a sample of representative matters where Todd has served as primary U.S. tax counsel.

  • Tax counsel to the foreign platform acquisition by a U.S. multinational company of a strategic business competitor (2017).
  • Successful defense of a public company with respect to a settlement with the IRS Office of Appeals regarding accounting methods for recognizing income (2017).
  • Tax counsel to seller of a Canadian based pharmaceutical distributor (2017).
  • Tax counsel to a privately-held domestic company with respect to the internal restructuring of several divisions in anticipation of a future sale transaction (2017).
  • Tax counsel with respect to the internal restructuring of a privately-held domestic business with assets in excess of $2 billion (2017).
  • Tax counsel with respect to the sale of a U.S. division of a publicly traded partnership (2017).
  • Tax counsel in connection with a strategic unwind transaction following a failed business combination (2017).
  • Tax counsel to a privately-held U.S. company in respect of its divestiture of Canadian physical facilities (2017).
  • Tax counsel for a high-net-worth individual with respect to defense of income tax examination (2017).
  • Tax counsel to buyer with respect to the acquisition of a global asset tracking equipment manufacturer and analytic software provider (2017).
  • Successful defense of $100+ million refund before the Joint Committee on Taxation (2017).
  • Tax counsel with respect to a non-U.S. investor’s acquisition of commercial U.S. real property (2016).
  • Tax counsel to U.S. shareholders of Swiss company in association with obtaining refunds of Swiss taxes (2016).
  • Tax counsel to U.S. participant in connection with structuring a U.S.-Canada joint venture (2016).
  • Successful defense of the debt characterization of a foreign publicly traded company’s $70+ million inbound financing arrangement at IRS Office of Appeals (2016).
  • Tax counsel to privately held company with respect to divestiture of foreign equity positions (2016).
  • Tax counsel to a European-based privately held business in association with establishing U.S. operations (2015).
  • Tax counsel to a U.S. public company in association with the sale of domestic business assets (2015).
  • Tax counsel to a privately-held U.S. company related to the restructuring of its Mexican and Cypriot holdings (2015).
  • Tax counsel to purchaser of a custom groundwater treatment equipment business (2015).
  • Tax counsel to purchaser with respect to the acquisition of an international training and support organization (2015).
  • Tax counsel to S-corporation seller of a private aeronautical services business (2015).
  • Tax counsel with respect to dividend recapitalization transaction by U.S. shareholder of a foreign affiliate (2015).
  • Tax counsel to a management team’s purchase of an international business from the original founder group (2015).
  • Tax counsel with respect to a privately held financing company’s acquisition of distressed financial assets (2015).
  • Tax counsel to a public company’s internal restructuring of its non-U.S. operations (2015).

Other Highlighted Transactions Earlier in Career:

  • Tax counsel to private company’s purchase of a Canadian business unit (2014).
  • Tax counsel to a cross-border business combination with respect to which Taft delivered a limited-scope covered tax opinion concerning the inapplicability of the anti-inversion rules of IRC section 7874.
  • Tax counsel to a public company for which we sought and obtained a pre-filing agreement from the IRS Office of Chief Counsel permitting advantageous treatment of currency hedging transactions undertaken in relation to the acquisition of a foreign target.
  • Tax counsel to a public company in connection with the acquisition of a $4 billion foreign business unit.
  • Tax co-counsel to one of the world’s largest agricultural companies in connection with the formation of a foreign joint venture arrangement with property contributions in excess of $1 billion.
  • Tax counsel to the U.S. subsidiary of a multinational company seeking to redesign its supply-chain agreements and relationships with its foreign distribution partners.
  • Tax counsel to a Fortune 500 hundred client in connection with the global restructuring of its non-U.S. operations resulting from the acquisition of a foreign target.
  • Tax counsel to a public company seeking to realign its global structure in anticipation of the sale of its non-core business divisions.
  • Tax counsel with respect to the taxable acquisition of a $500 million multi-state business unit from a consolidated corporate seller. Representation included post-closing integration of the target asses into the client’s existing operations.
    Successful defense at the IRS office of Appeals office of foreign tax credit related matters allowing client to claim in excess of $80 million in foreign tax credits that were demined under IRS Examination.

Professional Affiliations

  • American Bar Association Member, Tax Section
  • District of Columbia Bar Member, Tax Section
  • Indiana State Bar Association Member, Council of the Taxation Section
  • International Fiscal Association Member

Community Involvement

  • Booth Tarkington Civic Theatre Trustee