Roger M. Brown

Partner

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

Overview

Roger Brown's tax practice reflects decades of international experience, as well as engagement with a diverse range of clients and governmental stakeholders. Built on foundations established during his years in the Internal Revenue Service's national office, Roger's work concentrates on ways to enhance the tax efficiency of commercial transactions; operating structures; and business restructurings, acquisitions and dispositions. He often gets involved when changes that are motivated by legislative, regulatory and/or commercial developments present the opportunity to create tax efficiencies or minimize risks.

In addition to servicing clients in traditional brick-and-mortar and service industries, Roger has spent years addressing the unique issues faced by domestic and foreign banks, insurers and asset management complexes. He is also deeply involved in matters affecting technology and blockchain companies, and assists in enhancing the tax efficiency of initial coin offerings.

Select Experience

Restructuring
  • Designed innovative structure, obtained IRS ruling and implemented the separation of a $26 billion U.S. and foreign business operation, while also preserving favorable grandfathered tax status.
Technology and FinTech
  • Modeled and designed global operating structures for multi-country blockchain company.
Financing
  • Advised on tax-efficient financing strategies for banks, as well as clients of banks.
Regulatory Capital
  • Designed and implemented strategies addressing differing treatment of timing and attribute deferred tax assets under Basel III.
Asset Management
  • Designed tax-free restructuring of a U.S.-based asset management complex to optimize global effective tax rate.
Controversy
  • Advanced pricing agreements for widget, technology, oilfield services and financial services (global dealing) companies.

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Experience

Restructuring
  • Designed innovative structure, obtained IRS ruling and implemented the separation of a $26 billion U.S. and foreign business operation, while also preserving favorable grandfathered tax status.
  • Created structures to achieve corporate tax status for U.S. and foreign branches without changing the legal status of the branches.
  • Created global, taxable nexus survey for traveling employees of multinational corporation, reducing physical presence in numerous countries.
  • Designed and implemented global operating structure for commodities dealer and trader.
Technology and FinTech
  • Modeled and designed global operating structures for multi-country blockchain company.
  • Designed operating model alternatives for app-based lender doing business in multiple countries.
  • Designed and implemented offshore structures used to effect initial coin offerings.
  • Addressed taxable nexus and restructuring issues for peer-to-peer lending platforms.
Financing
  • Advised on tax-efficient financing strategies for banks, as well as clients of banks.
  • Advised on gross and net basis issues relating to participation in loan syndications.
Regulatory Capital
  • Designed and implemented strategies addressing differing treatment of timing and attribute deferred tax assets under Basel III.
  • Designed alternative structures for tax deductible, regulatory capital in a Basel III environment.
  • Evaluated and implemented intermediate holding company structures (IHC) for foreign banks doing business in the United States.
Asset Management
  • Designed tax-free restructuring of a U.S.-based asset management complex to optimize global effective tax rate.
  • Conducted due diligence and discovery of latent tax attributes that provided material value to U.S. acquirer of foreign target.
  • Addressed gross and net basis tax issues applicable to securities, commodities and other financial assets.
Controversy
  • Advanced pricing agreements for widget, technology, oilfield services and financial services (global dealing) companies.
  • Advised IRS field and appeals agents on economic substance, debt-equity, currency and other issues.
  • Advised on application of the Permanent Establishment and other Articles of treaties for purposes of allocating taxing rights between countries.
  • Addressed economic substance and other issues in the context of tax attribute management strategies.
  • Addressed expense allocation and apportionment issues relating to tax-base, foreign tax credit and deferral strategies.

Recognitions and Memberships

Recognitions

  • Award for Outstanding Service, Office of Associate Chief Counsel International, Internal Revenue Service (2002)

Prior Positions

  • Ernst & Young, LLP: Principal (2008 to 2018)
  • Georgetown University Law Center: Adjunct Professor (2004 to 2006)
  • Deloitte Tax, LLP: Senior Manager (2002 to 2004)
  • Internal Revenue Service, Office of Associate Chief Counsel (1994 to 2002)
    • Special Counsel (1999 to 2002)
    • Assistant Branch Chief, Financial Institutions and Products Branch (1997 to 1999)
    • Team Leader, Advance Pricing and Mutual Agreement Program (1994 to 1996)

Admissions

  • New York
  • New Jersey
  • District of Columbia

Education

  • LL.M., Taxation, New York University School of Law, 1996
  • J.D., American University Washington College of Law, 1992
  • B.A., Bucknell University, 1989

Languages

  • French
  • German

Blog

In The Blogs

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The Blockchain Monitor
Ohio Accepting Bitcoin for Taxes, Multiple SEC and Financial Crime Developments, New Blockchain Capital Markets and Enterprise Initiatives
By Roger M. Brown, John W. Busch, Heather K. P. Fincher, Robert A. Musiala Jr., Diana J. Stern
November 30, 2018
In this issue: • Satisfying Tax and Other Liabilities With Cryptocurrency • New SEC ICO Enforcement and Developments on Unregistered Securities, Fraud, Promotions and the Howey Test • International Crypto Crime Developments, OFAC Lists...
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Financial Services Blog
IRS Issues Regulations That May Affect Borrowing Costs and Financing Terms of US Multinationals
By Roger M. Brown, Christopher J. Carolan, Jeffrey H. Paravano
November 27, 2018
Recently proposed IRS regulations materially change the way stock and assets of foreign corporations that are “controlled foreign corporations” (CFCs) can be used to support debt of U.S. affiliates. In the commercial lending market, this...
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The Blockchain Monitor
Blockchain Developments: Bitcoin ATMs, Token Listings, Voting Pilots, Shipping Competition, Global Enforcement, Tax and More
By Jonathan D. Blattmachr, Roger M. Brown, Heather K. P. Fincher, Simone O. Otenaike, Diana J. Stern, Joanna F. Wasick
November 9, 2018
In this issue: • NY DFS Grants License to Bitcoin ATM Operator, Exchanges Make Announcements • Capital Markets Developments in Regulatory Guidance, Value of ICO Offerings and Banking • Blockchain Pilots for Voting and Supply Chain, Global...
Read More ->