International Taxation

Sonnenschein's tax lawyers have many years of experience (both with Sonnenschein and with their previous firms) advising clients on a variety of transactional matters, including the acquisition of foreign corporations, joint ventures with foreign partners, transfer pricing, project financings, privatizations, various restructurings of foreign operations of U.S. multinationals, cross border finance strategies, inbound investments and treaty interpretation. Our tax lawyers regularly advise on the tax aspects for U.S. investors of debt and equity offerings by foreign issuers and the tax aspects for non-U.S. investors of debt and equity offerings by U.S. issuers. In addition, Sonnenschein tax lawyers have many years of experience advising U.S. multinational clients on an ongoing basis concerning a variety of non-transactional matters involving their foreign operations, including cross border tax disputes, competent authority proceedings, §6662 documentation and APAs.

The reputation of Sonnenschein's tax practice is enhanced by the leadership positions our partners have held in a variety of professional associations including the Tax Section of the American Bar Association, the Practicing Law Institute, and the American College of Tax Counsel and membership in the International Fiscal Association. Our tax lawyers have written numerous articles for national publications and are frequently called upon to address a wide variety of business and professional associations, institutes and universities on various tax-related subjects.

Capabilities & Experience

We have extensive experience with respect to the U.S. income tax consequences to U.S. and non-U.S. residents in connection with their U.S. and foreign investments and operations. With respect to U.S. residents, we have served as primary tax counsel to many clients in connection with structuring their foreign operations and advice concerning ongoing issues. In particular, we regularly provide advice to our clients concerning structuring their foreign operations to avoid controlled foreign corporation and passive foreign investment company status; Subpart F issues; contract manufacturing; transfer pricing; issues related to various financings and credit facilities; achieving maximum utilization of U.S. foreign tax credits; foreign acquisitions and foreign branch losses and recapture thereof.

We have also served as primary tax counsel to non-U.S. residents with respect to their investments and operations within the U.S. that may have U.S. income tax aspects. In that capacity, we regularly advise our clients concerning their U.S. income tax exposure, minimizing the risk of being considered to be engaged in a U.S. trade or business; branch profits tax issues; withholding tax issues; conduit financing issues, earnings stripping and tax treaty implications.

Noteworthy Transactions

• Representation of BankAmerica concerning cross border financing strategies.
   
• Representation of PricewaterhouseCoopers LLP concerning cross border finance strategies.
   
• Provision of tax advice to Telefonica de Argentina S.A. in connection with various equity and debt financings.
   
• Representation of Tyco Toys, Inc. in its acquisition of Matchbox Toys, Inc., a Bermuda based toy company (which had subsidiaries in a number of foreign jurisdictions and the United States); involved restructuring of the target corporate group to avoid U.S. tax issues after the acquisition and to save U.S. net operating losses.
   
• Provision of tax advice to U.S. real estate developer to invest in a real estate development (shopping centers) joint venture in Argentina.
   
• Provision of tax advice to Merrill Lynch concerning financing transactions of real estate in Latin America.
   
• Provision of tax advice concerning the formation of a joint venture of cellular companies, Millicom, Inc. and its Swedish affiliate, which themselves had a number of foreign subsidiaries.
   
• Provision of tax advice to a number of clients concerning Indian project financings.
   
• Provision of tax advice to Florida Power Group concerning a potential privatization bid in Colombia.
   
• Provision of tax advice to Entergy Corporation concerning a restructuring of a Peruvian privatization after interests in a privatized entity were acquired.
   
• Provision of tax advice to IntelCom Group, Inc., a Canadian corporation, concerning its migration to the United States.
   
• Provision of tax advice to Société Générale concerning cross-border loan transactions.
   
• Provision of tax advice to banks and institutions centered in the Middle East concerning U.S. in-bound lease financing transactions.
   
• Provision of tax advice to foreign banks engaged in trade or business in United States and the special rules related to banks conducting business within the United States.
   
• Provision of tax advice to various foreign corporations involved in software, garment and paper manufacturing industries concerning selling products in the U.S. without being subject to U.S. tax.
   
• Provision of tax advice to captive Bermuda insurance company so as to achieve deferral of U.S. income tax.
   
• Provision of tax advice to various foreign funds concerning their trading activities and their exposure to U.S. tax, including the consequences to their U.S. shareholders, which has included the liquidation of a foreign fund in a manner so as to avoid the passive foreign investment company rules.
   
• Representation of large multinationals before IRS Appeals, U.S. Tax Court and U.S. and foreign competent authority in multi-million dollar transfer pricing matters.
   
• Representation of a multinational manufacturer in a tax case involving the interpretation of the U.S.-Canada tax treaty.
   
• Provision of tax advice to a U.S. service corporation on restructuring its European operations and positioning the U.S. parent to claim bad debt and worthless stock losses for German operations.
   
• Provision of tax advice to large multinationals regarding compliance with §6662 documentation requirements and production of foreign-based documents.