Regulation and Red Tape: Tax Inversions: Unpacking the Pfizer Case
A Regulatory Transparency Project Fourth Branch Video
A Regulatory Transparency Project Fourth Branch Video
In 2014, the pharmaceutical company Pfizer initiated a restructuring, only to encounter impediments from the United States Department of the Treasury, further halting any prospective Congressional action. During this period, the United States had among the highest corporate income tax rates in the world, prompting the Department of the Treasury to scrutinize Pfizer's actions, characterizing them as an attempted tax inversion. The IRS, in the face of a gridlocked Congress, issued a notice of proposed rulemaking that would begin altering regulations, thereby thwarting numerous existing structures, including Pfizer's proposed transaction, from securing approval.
In episode four of the "Regulation and Red Tape '' series, experts provide an exposition of corporate tax inversions, spotlighting Pfizer's case, and raise pivotal questions concerning the balance of powers when time-sensitive policy matters are at stake.
Featuring:
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As always, the Federalist Society takes no position on particular legal or public policy issues; all expressions of opinion are those of the speaker.
Professor of Law, University of Cincinnati College of Law
Professor Stephanie Hunter McMahon has taught courses in tax law and legal history at the University of Cincinnati College of Law since 2008, and while doing so has won two of the law school’s teaching awards, its faculty excellence award, and its award for scholarship.
To date, much of her scholarship explores the relationship between taxation and the public’s perception of taxation with respect to families and the application of administrative law to tax. Her interest in the development of tax policy led her to write Principles of Tax Policy for West’s Concise Hornbook Series. In the last two years, she has begun scholarship focusing on the tax treatment of disadvantaged groups, both women seeking abortions in states that do not provide access to care and the discriminatory tax treatment of inmate labor.
Her writings have been published in peer-reviewed journals, The Tax Lawyer (ABA journal), Florida Tax Review, and the Virginia Tax Review, as well as student-reviewed journals, such as Northwestern Law Review, Washington Law Review, and Michigan State Law Review. Professor McMahon received her J.D. from Harvard Law School and PhD in American history from the University of Virginia. Following law school, Professor McMahon practiced in the New York offices of Cravath, Swaine & Moore and Skadden, Arps, Slate, Meagher & Flom.
Partner, Jones Day
Ray Wiacek is one of the world’s leading international tax lawyers. He represents multinational corporations on cross-border financings, international acquisitions and reorganizations, and transfer pricing. He is particularly skilled at global planning involving intellectual property. Ray also defends his advice, favorably resolving tax disputes ranging from the proper pricing of foreign autos to the effectiveness of an agreement to share R&D costs worldwide. He is currently challenging the IRS’ anti-inversion regulations in court.
Ray negotiated and closed billions of dollars of cross-border financings for Bank of America against many of the leading banks in Europe. He led the worldwide team integrating Warner-Lambert and Pharmacia with Pfizer after Pfizer’s overhaul of those companies. This included the disposition of nonstrategic assets, such as Schick and Wilkinson Sword to Energizer and Chiclets and Dentyne to Cadbury. Ray also led the team that implemented a worldwide business and tax plan for Halliburton.
In addition to Bank of America, Pfizer, and Halliburton, representative clients have included Bridgestone/Firestone, Celgene, Dow Corning, H.J. Heinz, Isuzu Motors, JP Morgan, Transworld Oil, and United Coal.
Ray has testified many times on international tax matters before Congress and the Internal Revenue Service. He has been listed every year in the Chambers guide to best lawyers, with clients describing him as “pragmatic and deal oriented,” “an excellent negotiator,” with “superb technical skills and analytic ability.”
Of Counsel, Covington & Burling LLP
The Honorable Paul J. Ray is currently Of Counsel at Covington & Burling LLP where he advises clients on regulatory opportunities and challenges and helps them formulate and execute advocacy strategies for their regulatory policy priorities before the executive branch and Congress.
During the first Trump Administration, Paul held various senior positions at the Office of Information and Regulatory Affairs (OIRA) within the White House’s Office of Management and Budget, including as acting, and then Senate-confirmed, head of the office. As OIRA Administrator (the "regulations czar"), Paul supervised the review of hundreds of regulations from across the government, drafted numerous executive orders governing the regulatory process, and led the Administration’s regulatory reform effort. As a result of this experience, Paul is well-positioned to help clients understand and achieve regulatory policy priorities in the context of the government’s regulatory agenda and ongoing reform efforts.
Most recently, Paul was also the Director of the Roe Institute for Economic Policy Studies at The Heritage Foundation. In that role, he supervised the formulation of the Foundation’s economic and regulatory policy recommendations and provided technical assistance to congressional committees and staff regarding legislative changes to the regulatory process. In addition to his role at The Heritage Foundation, Paul also served as a Senior Advisor at a strategic advisory firm. Before his time in government, Paul practiced law at a law firm in Washington, specializing in administrative law matters.
Prior to his role at the White House, Paul was Counselor to the Secretary at the U.S. Department of Labor. There he led departmental efforts in high-profile rulemakings and helped formulate the Department’s legal positions and strategy.
Paul served as a law clerk to Supreme Court Justice Samuel Alito and as a law clerk to the Honorable Debra Livingston of the U.S. Court of Appeals for the Second Circuit.
Paul is a thought leader in the conservative legal movement and is a frequent commentator and speaker on regulatory policy and reform matters, including at law schools, professional gatherings, and other venues. He is the Chairman of Innovations in Peacebuilding International and the Regulatory Process Working Group of the Federalist Society’s Regulatory Transparency Project and a public member of the Administrative Conference of the United States. Paul is also an adjunct lecturer at the Hillsdale College School of Government.