In an unprecedented federal tax case, Mayer Brown successfully proved that real business purposes motivated Consolidated Edison's investment in a LILO transaction, that Consolidated Edison objectively expects to receive a pre-tax profit from its investment, that Consolidated Edison purchased a genuine leasehold interest, and that Consolidated Edison's non-recourse loan is genuine indebtedness. Prior to this decision, four other taxpayers had unsuccessfully litigated cases involving similar leveraged lease structures.

In addition to Consolidated Edison, several recent cases, such as Schering-Plough, Southgate, Capital One, Shell Petroleum, and Enbridge Energy, have involved transactions challenged under business purpose, economic substance, step transaction, and substance-over-form principles. These cases provide current insights into the Government's enforcement strategies for challenging complex transactions involving financial products and other corporate transactions.

Several of the leading advocates from our US Tax Controversy Practice, which successfully litigated the Consolidated Edison case, will provide you with their insights into what can be learned from that case and other recent tax cases. These panels will include some of the following tax controversy litigators, depending on location: Joel V. Williamson, David F. Abbott, Larry R. Langdon, C. Cabell Chinnis, Jr., Thomas C. Durham, Thomas Kittle-Kamp, Mathew C. Houchens and Brian W. Kittle.

This discussion will focus on the following key points:

  • The Government's arguments in Consolidated Edison and other recent cases that the Government claims are "tax shelters"
  • The impact of Consolidated Edison and other recent rulings in modern tax audits and litigation, including forum selection
  • The Government's current enforcement trends: ignoring a taxpayer's compliance with the Code and charging ahead with judicially created facts-and-circumstances tests
  • Whether taxpayers should be concerned that their everyday tax planning is susceptible to attack
  • Pitfalls taxpayers face in tax audits and litigation
  • The evidence the Court relied on in respecting the form of the transaction in Consolidated Edison - the importance of evidence extrinsic to transaction-related documents
  • Establishing business context rather than just business purpose - whether economic substance can be your friend during an audit or trial
  • Whether the judicially created doctrines, such as business purpose and substance-over-form, apply at the overall transaction level or to each part or step of a transaction that serves a clear business purpose
  • Spoliation: At what point is a taxpayer anticipating litigatio

Locations, Dates & Times (all local)

Chicago - Tuesday, January 19, 2010
Mayer Brown LLP
71 S. Wacker Drive, Chicago, IL
3:30 p.m. - 4:00 p.m. Registration
4:00 p.m. - 6:00 p.m. Program
Reception to follow

New York - Thursday, January 28, 2010
Mayer Brown LLP
1675 Broadway, New York, NY
3:30 p.m. - 4:00 p.m. Registration
4:00 p.m. - 6:00 p.m. Program
Reception to follow

CLE credit is pending.

Register >>

For additional information, please contact LeeAnn Webster at +1 312 701 8185 or

Learn more about Mayer Brown's Tax Controversy practice.