Nick Alman advises on tax planning and controversy. He is driven to resolve tax problems as thoroughly and efficiently as possible.

Nick routinely represents businesses and individuals in complex federal and international tax matters. His practice covers all facets of the tax dispute resolution process, including audits, appeals and litigation. Nick also provides technical advice and analysis with respect to domestic and international tax planning. He has experience representing multinational companies, domestic businesses and individuals involved in federal income tax litigation, domestic and cross-border transactions, and administrative tax disputes.

Nick previously served as a senior attorney at the IRS Office of the Chief Counsel, where he drafted technical advice memoranda and private letter rulings, provided technical advice regarding tax litigation and was a member of the cryptocurrency working group. Nick also worked in the tax practice in the Washington, D.C. office of a large international AmLaw 100 firm. Moreover, he brings in-house tax planning experience to everything he does having worked in a multinational energy company in Houston, Texas.

Nick was on the Managing Board of the Virginia Tax Review and clerked for the Honorable Alan G. Lance, Sr. at the U.S. Court of Appeals for Veterans Claims. Before becoming a lawyer, Nick served as a combat parachute infantryman in the U.S. Army’s 82nd Airborne Division and served multiple tours in the Iraq War.

Transactions

• Qualified Stock Purchase and Contingent Payments: Tax counsel for $2.5+ billion outbound acquisition, advising on Share Sale Arrangement, acquisition structure, and post-acquisition strategy
• Foreign Spinoff and Stock Sale: Structured ~$500 million divestment of foreign midstream and downstream assets, which involved entity formation, international spinoff analysis and MoU drafting
• Consolidated Return Regulations and Forex: Provided tax advice and analysis regarding Loss Disallowance Rule and foreign exchange income for a QBU under section 987 in connection with $235 million sale of films business to a foreign purchaser
• Controlled Foreign Partnership Sale: Counsel for ~$200 million sale of foreign refining, logistics, wholesale and aviation businesses, providing key sections of Sale and Purchase Agreement, valuation analysis and advice on Post-Purchase Offtake Agreement
• Maritime Asset Sale and Acquisition: Tax counsel for ~$560 million acquisition of five Very Large Crude Carriers and ancillary Charter Party Agreement
• Pipeline Divestments: Tax advisor for $10 million disposition of North American pipeline interests

Other Planning

• Tax Ownership and FAS 13 Leases: Intensive analysis of Time Charter Party Agreements for LNG shipping to determine capital lease/equitable ownership treatment permitted interest apportionment and improved economics by over $100 million
• Interest Sourcing and Deductibility: Developed position for treating $400 million pre-judgment interest awarded for expropriation of assets by foreign government as deductible US source income, resulting in cash tax benefit of over $100 million
• Interest Netting: Analysis of precedent in Federal and Second Circuits led to potential ~$100+ million interest-netting position
• Non-Functional Currency Translation: Developed position for translating intercompany interest at revaluation rates to minimize forex gain and loss
• Section 385 Regulations: Developed retroactivity and estoppel arguments against application of final regulations
• Permanent Establishment: Counsel for CFC with subpart F income engaging in activity that risked US taxation
• Foreign and Domestic Depreciation: Routinely provided advice regarding depreciation of multibillion-dollar portfolio of domestic and foreign capital investments
• International Transportation and Shipping: Advised on international project to optimize global shipping operations, requiring analysis of controlled services transactions and tax consequences in Australia, Asia and Europe
• NOLs/ FIN 48/ ASC 740: Created and began implementation of plan to use impaired state NOLs consistent with SRLY and section 381 limitations
• Income and Franchise Filing Methods: Identified state filing method and dual capacity reporting errors, implemented capital base and tax haven offsets to produce net refunds and a perennial earnings benefit
• Property Tax Penalties: Constructed legal argument to deduct penalties for third-party attorneys’ fees related to collection of delinquent tax
• Federal Income Tax Elections and Reporting: Reviewed election requirements and worked with tax compliance group to overhaul election-making process

Controversy

• Transfer Pricing: Trial counsel for case involving application of section 482 regulations to platform contribution transaction and cost-sharing arrangement between U.S. technology company and its Irish affiliate
• Intangible Property: Counsel for administrative appeal regarding section 367(d) transfer and section 482 treatment of trademark goodwill
• Net Operating Losses: Pursued Technical Advice Memorandum related to carryback of subsidiary net operating losses following entity conversion and worthless securities deduction
• Post-TCJA Regulations: Drafted comment letter conveying concerns regarding treatment of restitution payments and qualified settlement funds under section 162(f) and section 6050X proposed regulations
• Section 179C Qualified Refinery Property: Analyzed necessity of literal or substantial compliance with section 179C expense election requirements, and persuaded IRS to favorably revise NOPA before submitting refund claim and protest
• Penalty and Interest Procedure: Examined jurisdictional and interest-accrual implications of sections 6662 and 6676 penalties
• Constitutional/Alternative Apportionment: Settled ~$100 million state apportionment/external consistency dispute for nominal amount and obtained abatement of ~$10 million penalty
• Multiformity: Counsel for state franchise tax appeals involving inconsistent application of statutory apportionment formula to tax base
• RAR/Amended Returns: In conjunction with management of amended state return filings, favorably resolved several filing requirement disputes including complete withdrawal of ~$25 million assessment
• Interest Abatement: Successfully argued $1 million equitable interest waiver and lien withdrawal before state tax commission after convincing state to reissue notice of assessment beyond SOL to maneuver several concurrent appeal procedures
• Indirect Tax: Favorably resolved backlog of litigation over Louisiana Transportation and Communications Tax for most of amount at issue, including abatement of interest and penalty

• “Treasury and the IRS Release Final FDII Regulations,” Baker McKenzie Client Alert, September 2020
• “IRS Rules Liability Reimbursement Fund Contributions Result in Amortizable Intangible,” Baker McKenzie Client Alert, August 2020