Morgan W. Holtman

Partner

Washington, D.C.
T +1.202.861.1678
F +1.202.861.1783

Overview

Morgan Holtman has significant experience with the tax aspects of business planning, structuring transactions and restructuring business enterprises, particularly with respect to passthrough entities.

Morgan’s practice focuses on transactional tax planning for, and tax controversy representation of, corporations, partnerships and other entities in a variety of contexts, including acquisitions, dispositions and restructurings. She has extensive experience in partnership taxation across a variety of industries and in domestic and cross-border contexts, with particular emphasis on complex equity structures, partnership restructurings and mergers and acquisitions.

Drawing on nearly two decades of experience in the national office of a Big Four accounting firm and an Am Law 50 law firm, Morgan knowledgeably counsels clients on domestic and cross-border transactional matters, including with respect to partnerships, limited liability companies and S corporations; partnership formation, distribution and liquidation; partnership mergers, conversions and restructurings; transfers of intangibles and the impact of tax legislation.

Morgan is a frequent speaker at tax conferences and seminars and is an adjunct professor for the Villanova University Law School Graduate Tax Program.

Select Experience

  • Advised multinational companies on the formation, operation, and liquidation of cross-border corporate joint ventures.
  • Advised multinational companies on partnership tax consequences incident to spin off transactions.
  • Advised multinational companies on the partnership tax consequences of global restructurings.
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Experience

  • Advised multinational companies on the formation, operation and liquidation of cross-border corporate joint ventures.
  • Advised multinational companies on the partnership tax consequences incident to spin off transactions.
  • Advised multinational companies on the partnership tax consequences of global restructurings.
  • Advised multinational companies and other entities on the tax consequences of intangibles transfers.
  • Advised start-up companies on the tax consequences of partnership formation and operations.
  • Advised companies on the tax consequences of corporation-to-partnership and partnership-to-corporation conversions in domestic and cross-border contexts.
  • Advised companies on the tax consequences of partnership mergers.
  • Advised companies on partnership terminations and continuations in domestic and cross-border contexts.
  • Advised companies on equity compensation issues, including with respect to partnership profits interests.
  • Advised companies on the tax treatment of settlement payments.
  • Represented multinational companies in IRS and financial accounting audits relating to partnership taxation matters and intangibles transfers.
  • Drafted private letter ruling requests on various tax matters and represented companies throughout the ruling request process.
  • Serve as tax counsel in merger and acquisition transactions, including with respect to partnerships, limited liability companies and S corporations..

Recognitions and Memberships

Memberships

  • Bar Association of the District of Columbia
    • Tax Section

Community

  • The Country Day School, McLean, VA, Board of Directors
    • Chair (2016 to 2019)
    • Member (2014 to 2016)

Prior Positions

  • KPMG LLP, Washington National Tax, Passthroughs Group
  • Dewey Ballantine LLP

Admissions

  • District of Columbia

Education

  • LL.M., Taxation, Georgetown University Law Center, 2000
  • J.D., Widener University Delaware Law School, 1998
  • B.A., University of Delaware, 1995