International. Contact us to learn more about our International Tax practice. Partnering With Our Colleagues. U.S. corporate tax directors and

International Tax U.S. corporate tax directors and background, tactical judgment, and Caplin & Drysdale s international tax lawyers individuals holding foreign assets face problem-solving savvy to resolving our regularly partner with the firm s other practice increasing complexities and growing clients most-sensitive matters. transparency obligations, particularly after the enactment of the Tax Cuts and Jobs Act of 2017 (TCJA), the OECD BEPS initiative, and the EU State Aid investigations. Caplin & Drysdale s groups, including: Bankruptcy Additionally, our boutique structure means we can offer clients direct access to highly-skilled practitioners. Our broad network of top-notch foreign advisors Business, Investment, and Transactional Tax Complex Litigation Corporate Law enables around-the-globe collaboration, Exempt Organizations customized to the client s particular Political Law situation and preferences. Private Client more than five decades of navigating The Group s lawyers are regularly sought Tax Controversies sophisticated cross-border matters for after by the media for their opinions Tax Crimes our clients including transfer pricing, on the most pressing international tax Tax Litigation structuring, tax treaty matters, and all issues, including responding to the manner of controversy our experience is provisions of the TCJA, transfer pricing deep and broad. and offshore voluntary disclosure. We International Tax Group offers seasoned guidance and innovative thinking to address these challenges. After Lawyers in the Group have formerly held senior roles in the Internal Revenue Service, the Department of Justice, and the Treasury Department, and can offer insight into how U.S. tax law is administered and enforced. Others had senior in-house positions with leading multinational companies, affording a International Tax Partnering With Our Colleagues White Collar Defense continually receive high ratings from professional ranking services, including recent recognition as a Top-Tier Firm for Tax Controversy by The Legal 500, as a leading U.S. tax law firm by Chambers USA, and as leading tax and transfer pricing advisors globally by Euromoney s Expert Guides. Contact us to learn more about our International Tax practice. practical perspective. Our collective experience in government, corporate, and private practice allows us to bring a unique combination of technical One Thomas Circle NW 600 Lexington Avenue Suite 1100 21st Floor Washington, DC 20005 New York, NY 10022 202.862.5000 212.379.6000 2018 Caplin & Drysdale, Chartered www.caplindrysdale.com Attorney Advertising

International Tax Interpreting and Applying the TCJA The TCJA made fundamental changes to the manner in which U.S. corporations are taxed on their foreign operations and dealings with their foreign affiliates and how U.S. shareholders are taxed on their ownership of controlled foreign corporations (CFCs). Among the many important changes wrought by the TCJA are: The taxation of previously deferred foreign income of CFCs under new section 965. The current taxation of U.S. shareholders on the global intangible low-taxed income (GILTI) earned by CFCs. The deduction available to domestic corporations with respect to foreign-derived intangible income (FDII) and inclusion of GILTI. A broadening of the scope of Subpart F through a changed definition of U.S. shareholder. Changes in the application of the foreign tax credit rules. Enactment of the base erosion and anti-abuse tax (BEAT). Limitations on the deductibility of interest. Limitations on the deductibility of amounts paid to related hybrid entities. A change in the approach to the valuation of intangible property for transfer pricing purposes. Each of these charges is complex in its own right; their interplay with other TCJA provisions and with U.S. tax treaties will require much thought and planning by taxpayers. Our lawyers have invested countless hours thinking about these interactions, and have written and spoken extensively on the subject. We are monitoring the issuance of regulations and other guidance by Treasury and the IRS, and are well-placed to help clients understand the new provisions, to structure new ventures, and to restructure existing operations in light of the TCJA. Structuring International Transactions, Operations, and Investments When planning a cross-border transaction, taxpayers and their advisors face an array of daunting U.S. rules. The chosen structure will have both immediate and long-term tax consequences, of which some are direct and obvious while others are indirect and more subtle. Choice of entity can be critical to the outcome, and check-the-box rules offer many planning opportunities. Choose the most tax-efficient foreign situs consistent with your business or personal needs. Analyze the application of the FDII and GILTI rules and design deduction-maximization strategies. Apply the new rules regarding transactions between related domestic and foreign entities. Navigate all aspects of the taxation of U.S.-based multinational companies, including the Subpart F regime as amended by the provisions of the TCJA. Evaluate the interplay between statutory provisions and treaty rules. Prepare corporate, trust, and partnership documents. Review foreign tax credit status and design credit-optimization strategies. Apply statutory inbound rules of taxation. Obtain advance rulings to ensure approval by relevant tax authorities. Restructure as business considerations or foreign tax rules change. Evaluate transfer pricing consequences and opportunities. At Caplin & Drysdale, structuring international transactions, operations, and investments is a substantial segment of our practice. We advise taxpayers on tax-efficient structuring of cross-border investments, including optimum use of tax treaties, foreign tax credits, tax deferrals, and entity classifications. We also help multinational enterprises with strategic management of international tax exposures.

Interpreting U.S. Tax Treaties and Handling Competent Authority Cases Caplin & Drysdale s tax treaty practice covers both substantive legal issues and the administrative aspects of securing treaty benefits. Our lawyers have in-depth knowledge of many of the U.S. tax treaties currently in effect, and some worked closely on treaty negotiations when in government. The Competent Authority process is designed to help taxpayers minimize international double taxation and to provide other forms of assistance to U.S. and foreign taxpayers in an international context. Many taxpayers are unfamiliar with the Competent Authority mechanism. Caplin & Drysdale understands the process, knows the players, and uses the process on a regular basis with principal foreign counterparts to benefit our clients. We are closely monitoring and evaluating ongoing changes to the U.S. Competent Authority role and process, which can significantly affect case resolution strategies and opportunities, as well as the potential impact of the BEAT and FDII on the Competent Authority process. Advise on treaty interpretation and the applicability of treaty provisions to your situation. Advise on strategies for obtaining Competent Authority relief, prepare a tailored request, and shepherd the process to completion. Make your concerns or the concerns of your industry known to government officials who are negotiating or renegotiating a particular treaty. Coordinate with foreign advisors to handle foreign aspects of your case. Serve as expert witness in foreign legal proceedings where experience with U.S. tax law and treaties is pertinent. Resolving Transfer Pricing Issues Enforcing transfer pricing and profit allocation rules for cross-border dealings between related parties and branches is a top audit priority for U.S. and foreign tax authorities. The enactment of the TCJA, the EU s pursuit of state aid cases, and the multifaceted initiatives of the OECD, including its comprehensive Base Erosion and Profit Shifting (BEPS) project, and related undertakings by the United Nations directed at emerging markets, guarantee further focus and heightened controversy. We can help resolve transfer pricing disputes when they do arise. Our lawyers have handled scores of large dollar transfer pricing cases at every stage of controversy, including IRS examination, IRS Appeals, Competent Authority, and litigation, for both U.S. and foreign multinationals. The intercompany transfers at issue have involved manufacturing, distribution, development, sale and licensing of intangibles, services, and loans and guarantees, and other transactions. Our clients industries include banking and financial products, pharmaceuticals, electronics, IT-enabled services, software development, telecommunications, insurance, medical equipment, biotechnology, crude oil, oil field services, luxury brands, industrial equipment, distribution of automobiles and automotive components, fertilizer, and steel. We work collaboratively with the economics and analytic practices at major accounting firms and boutique economic consulting firms. The IRS APMA Program provides an excellent mechanism to address and resolve potential cross-border transfer pricing controversies before they occur (as well as deal with past years through a rollback feature) on a unilateral, bilateral, or multilateral basis. Caplin & Drysdale has helped numerous clients successfully navigate the APA process, and we are familiar with the extensive ongoing changes to the Program s organization and procedures. Address transfer pricing and permanent establishment (PE) issues, both at the planning stage and in controversy. In today s environment it is difficult for companies to avoid transfer pricing controversy, but careful planning can mitigate the risks and exposures involved. Advise on strategies for effectively structuring transactions and allocations, and for appropriately pricing them. Prepare or review Section 6662 transfer pricing penalty protection documentation. Prepare intercompany agreements and cost-sharing arrangements. Understand, navigate, and be proactive in legislative and regulatory matters relating to Section 482, including industry trade association undertakings.

Tax Controversies: Examinations, Criminal Investigations, Voluntary Disclosures Caplin & Drysdale has extensive experience in U.S. international tax disputes involving the IRS and/or the Department of Justice. Many of our lawyers served in senior litigating positions for the government, and the firm has handled the full range of tax disputes, including civil examinations involving Fortune 50 companies and other businesses raising complex inbound or outbound issues, audits of high-net-worth families focusing on global assets, criminal investigations of companies or individuals involving multi-country activity, and personal or corporate voluntary disclosures reflecting previously unreported international assets or transactions. The IRS and the Department of Justice have increasingly focused on international features as a basis for audit and enforcement activity. For example, our practice has handled over a thousand cases involving the failure of U.S. taxpayers to report foreign financial accounts and other assets. We work closely with non-u.s. professionals in many of these cases. On a daily basis, our firm s lawyers address audit demands, information document requests, administrative summonses, and requests to interview taxpayers. Caplin & Drysdale s criminal defense team has the knowhow to deal with all aspects, from the sudden appearance of investigators to a grand jury subpoena raising complicated privilege or foreign legal issues. We regularly handle IRS examinations at the revenue agent level, either directly or behind the scenes as an adjunct to the client s tax department. We participate actively at the IRS Appeals Office level, developing strategy, preparing written protests and negotiating with Appeals Officers. We also assist with ancillary issues relating to tax disputes such as financial statement disclosure, tax reserve provisions, and future tax return treatment of disputed issues. Handle strategic and day-to-day aspects of IRS audits, Appeals, and specialized processes (such as mediation and arbitration), as well as judicial proceedings. Counsel U.S. citizens, green card holders, and American businesses on rectifying prior tax noncompliance. Advise companies and individuals on sensitive examination or penalty issues. Defend clients in cases involving criminal tax allegations. Additional International Tax-Related Services The wide scope of Caplin & Drysdale s services to foreign entities and individuals also includes extensive practices in the following high-profile areas: Foreign Account Tax Compliance Act (FATCA) Department of Justice Program for Swiss Banks Regarding Foreign Bank Accounts Taxation of Nonresident Athletes and Entertainers Tax Withholding Rules Cross-Border Financings and Financial Products Foreign Exchange Rules We bring the combination of a substantive, technical background in complicated international tax issues, the nimbleness of a boutique, and the tactical judgment of experienced litigators to advise in even the most sensitive circumstances.