Jeffrey H. Paravano

Partner

Washington, D.C.
T 202.861.1770  |  F 202.861.1783

"'[Jeff] is a super impressive guy,' say peers, while clients applaud his 'measured, thoughtful and balanced approach.'"

— Chambers USA 2012

Jeff Paravano has a broad-based tax practice involving tax controversy and tax litigation; corporate, partnership, and venture capital transactions; and domestic and cross-border tax planning. He also represents clients' interests before enforcement officials, federal policy makers, and on Capitol Hill. Jeff also serves as Managing Partner of BakerHostetler's Washington, D.C. office and previously served as firmwide Chair of the firm's Tax Group, which is among the largest law firm tax practices in the United States. Before returning to the firm from Treasury in 2003, Jeff served as Senior Advisor to the Assistant Secretary, Tax Policy, at the United States Department of Treasury. While at Treasury, Jeff was responsible for providing advice on a wide range of tax policy and technical issues, including tax legislation and corporate, partnership, REIT, and financial sector tax guidance. He also was one of the primary authors of the final tax shelter regulations and is author of the Tax Management Portfolio on Tax Shelters, T.M. 798.

Jeff has assumed numerous positions of service in academia and to the legal profession. He is a Fellow of the American College of Tax Counsel and a member of the American Bar Association, Section of Taxation, where he has served in various capacities, including as Chair of the Affiliated and Related Committee and Chair of the Committee on Government Submissions. He has been an adjunct professor in the LL.M. tax programs at Georgetown University Law Center and Case Western Reserve University School of Law and has served on the Editorial Advisory Boards of various tax publications. Jeff has written and lectured extensively on tax topics and has chaired numerous tax programs, panels, and task forces. He routinely is among those named in Chambers USA: America's Leading Lawyers for Business, Best Lawyers in America, Who's Who Legal and "Super Lawyers," and was a past president of the Tax Club and Editor-in-Chief of The Tax Lawyer.

Select Experience

Tax Controversy and Tax Litigation 
  • Practice includes a significant amount of large-case controversy work involving both domestic and international tax issues. Has represented numerous clients under audit, at IRS Appeals, and in Tax Court, refund and appellate litigation. Was a member of the team that represented a multinational oil company in the United States Tax Court where more than $1.3 billion in tax and interest was at stake with respect to a Section 482 transfer pricing issue alone. 
  • At the audit stage, Jeff has assisted clients facing several hundred significant issues affecting numerous related corporations located in taxing jurisdictions around the globe. He advises with respect to the merits of particular items and the interrelation of domestic and international tax issues.
Transactional Tax Advice
  • Assists clients with structuring, negotiating, and documenting corporate, partnership, and limited liability company formation, merger, acquisition, disposition (including spin-off transactions, asset sales, stock sales, and Section 338(h)(10) transactions), joint venture, and financing transactions – working closely with clients, investment bankers, and the IRS National Office, as necessary, and adhering to aggressive timetables in order to maximize client business opportunities.
  • Has obtained numerous private letter rulings and authored numerous tax opinions covering transactional tax issues. 
Tax Shelter Compliance and IRS Promoter Audits
  • Provides independent advice to tax directors and board committees with respect to tax minimization strategies proposed by others or developed in-house.
  • Assists multinational corporations with shelter regulation compliance and provides advice to professional service organizations regarding promoter audits. Advised national accounting firm regarding strengths and risks associated with certain tax minimization strategies. 
International Tax Advice
  • Assists clients with multifaceted international matters, including structuring inbound and outbound business and real estate investments; cross-border mergers, dispositions, and joint ventures; reorganizing and restructuring multinational corporate groups; creating centralized cash management centers; handling international controversies before the IRS and in the courts; and devising specialized planning involving transfer pricing, foreign entity classification, foreign tax credits, refreshing expiring NOLs, foreign currency transactions, profit repatriations, and tax treaty issues.
REIT Tax Issues
  • Has advised a number of publicly traded real estate investment trusts (REITs) and a number of private REITs on an ongoing basis with respect to various issues, including going public, secondary offerings of debt and equity (including use of private REIT structures to raise nearly $1 billion of capital from non-U.S. equity markets), tax compliance and private letter ruling requests, mergers with public REITs, private REITs and non-REITs, UPREIT structures, DownREIT transactions, and structuring and negotiating joint ventures and limited liability company agreements with developers, pension funds, venture capital funds, and other non-REITs.
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Experience

Tax Controversy and Tax Litigation 
  • Practice includes a significant amount of large-case controversy work involving both domestic and international tax issues. Has represented numerous clients under audit, at IRS Appeals, and in Tax Court, refund and appellate litigation. Was a member of the team that represented a multinational oil company in the United States Tax Court where more than $1.3 billion in tax and interest was at stake with respect to a Section 482 transfer pricing issue alone. 
  • At the audit stage, Jeff has assisted clients facing several hundred significant issues affecting numerous related corporations located in taxing jurisdictions around the globe. He advises with respect to the merits of particular items and the interrelation of domestic and international tax issues.
  • Has assisted clients with shortening the examination process by focusing attention on significant issues and resolving issues not warranting litigation, evaluating which adjustments made by teams of IRS agents should be protested to IRS Appeals, preparing written protests and administrative settlement agreements, obtaining abatement of various types of penalties, obtaining private letter rulings, closing agreements and other forms of IRS National Office and Field advice, selecting and preparing witnesses and reputable and effective experts, providing advice in disputes over IRS demands for documents and information, including challenges to and defenses against administrative summonses, arguing against the validity of regulations, considering the appropriateness of filing amicus briefs, and selecting and litigating various test cases.
  • Part of the BakerHostetler team that serves as court-appointed Counsel to the SIPA Trustee for the liquidation of Bernard L. Madoff Investment Securities LLC (BLMIS), working on the $326 million settlement with the IRS in which it was determined that BLMIS falsely debited the accounts of 145 foreign account holders for alleged U.S. federal income tax withholding and paid to the IRS such withheld amounts related to alleged dividends.
  • Member of team that represented 26 states that challenged the constitutionality of Medicare revisions under the Patient Protection and Affordable Care Act, which mandated that individuals purchase health insurance from private companies or pay a penalty. 
Transactional Tax Advice
  • Assists clients with structuring, negotiating, and documenting corporate, partnership, and limited liability company formation, merger, acquisition, disposition (including spin-off transactions, asset sales, stock sales, and Section 338(h)(10) transactions), joint venture, and financing transactions-working closely with clients, investment bankers, and the IRS National Office, as necessary, and adhering to aggressive timetables in order to maximize client business opportunities.
  • Has obtained numerous private letter rulings and authored numerous tax opinions covering transactional tax issues. 
  • Assists clients experiencing financial difficulties by developing realistic plans and alternative proposals for restructuring debt and equity, and advises lender and borrower clients in connection with workouts and other capital restructurings. 
Tax Shelter Compliance and IRS Promoter Audits
  • Provides independent advice to tax directors and board committees with respect to tax minimization strategies proposed by others or developed in-house.
  • Assists multinational corporations with shelter regulation compliance and provides advice to professional service organizations regarding promoter audits. Advised national accounting firm regarding strengths and risks associated with certain tax minimization strategies. 
  • Advised global investment banking firm in connection with development of procedures and internal controls with respect to tax minimization strategies and transactions affecting book income.
  • While at Treasury, worked with IRS officials regarding the development of the first three global settlement initiatives for Listed Transactions.
International Tax Advice
  • Assists clients with multifaceted international matters, including structuring inbound and outbound business and real estate investments; cross-border mergers, dispositions, and joint ventures; reorganizing and restructuring multinational corporate groups; creating centralized cash management centers; handling international controversies before the IRS and in the courts; and devising specialized planning involving transfer pricing, foreign entity classification, foreign tax credits, refreshing expiring NOLs, foreign currency transactions, profit repatriations, and tax treaty issues.
REIT Tax Issues
  • Has advised a number of publicly traded real estate investment trusts (REITs) and a number of private REITs on an ongoing basis with respect to various issues, including going public, secondary offerings of debt and equity (including use of private REIT structures to raise nearly $1 billion of capital from non-U.S. equity markets), tax compliance and private letter ruling requests, mergers with public REITs, private REITs and non-REITs, UPREIT structures, DownREIT transactions, and structuring and negotiating joint ventures and limited liability company agreements with developers, pension funds, venture capital funds, and other non-REITs.
  • Acted as tax counsel to the Special Committee of the Board of Directors of publicly traded REIT charged with evaluating merger, management buy-out, and other bids in connection with the auction of the REIT, and as Special Tax Counsel for a number of REITs seeking closing agreements from the IRS regarding REIT qualification issues.
  • Worked extensively with NAREIT and the Real Estate Round Table with respect to legislative and tax policy issues.

Recognitions

  • Paravano, Jeffrey HChambers USA: Tax in the District of Columbia (2010 to 2014) 
  • Who's Who Legal: Corporate Tax—Lawyers
  • The Best Lawyers in America© (2005 to 2015)
    • Washington, D.C.: Litigation & Controversy – Tax
    • Washington, D.C.: Tax Law
  • Washington, D.C. "Super Lawyer" in Tax (2005 to 2014)
  • Martindale-Hubbell: AV Preeminent

News

Press Releases

Community

  • Serves on Board of Trustees of Georgetown Preparatory School
  • Serves on D.C. Advisory Board of Contemplative Leaders in Action
  • Served as Loyola Club of Washington Founding President and serves as Steering Committee Coordinator
  • Serves on the Board of Directors of the Tannenwald Foundation For Excellence in Tax Scholarship
  • Served as a member of the John Carroll University Board of Regents

Pro Bono

  • Advises non-filers and persons owning interests in off-shore accounts with respect to IRS amnesty regarding criminal charges, waiver of penalties for reasonable cause, and other matters.
  • Founded BakerHostetler's Washington Office Cristo Rey program, which provides high-quality college-preparatory education to underprivileged children.
  • Assists with many other firm community outreach programs and efforts.

Services

Prior Positions

  • United States Department of Treasury: Senior Advisor to the Assistant Secretary, Tax Policy (March 2001 to July 2003)
  • BakerHostetler Tax Group: Chair (January 2004 to December 2009)
  • Georgetown University Law Center LL.M tax program: Adjunct professor
  • Case Western Reserve University School of Law LL.M tax program: Adjunct professor

Admissions

  • U.S. Court of Appeals, Federal Circuit, 1992
  • U.S. Court of Appeals, Sixth Circuit, 1992
  • U.S. Court of Appeals, District of Columbia Circuit, 1992
  • U.S. Court of Appeals, Fourth Circuit, 1992
  • U.S. Tax Court, 1992
  • U.S. Court of Appeals, Fifth Circuit, 1992
  • U.S. Court of Appeals, Ninth Circuit, 1992
  • U.S. Court of Federal Claims, 1993
  • U.S. Court of Appeals, Seventh Circuit, 1993
  • U.S. Court of Appeals, Third Circuit, 1993
  • U.S. Court of Appeals, Eleventh Circuit, 1993
  • U.S. District Court, District of Columbia, 1994
  • U.S. Court of Appeals, Tenth Circuit, 1994
  • U.S. Supreme Court, 1995
  • U.S. District Court, Northern District of Ohio, 1995
  • Ohio, 1991
  • District of Columbia, 1992
  • Connecticut, 1993
  • Maryland, 1993
  • New York, 1993
  • Colorado, 1992

Education

  • LL.M., Georgetown University Law Center, 1993, with distinction
  • J.D., Georgetown University Law Center, 1991, magna cum laude 
  • B.S.B.A., John Carroll University, 1988, cum laude