Focus on Tax Controversy – Summer 2014

In This Issue:

– Waiver of Privilege: Disturbing Trends

– New Repair Regulations Affect All Taxpayers

– Unclaimed Property – It Is Not a Tax, but It Can Feel Like One

– Excerpt from Waiver of Privilege: Disturbing Trends:

Several recent cases have given the government the upper hand in the battle over protection of privileged communications. Arguing that taxpayers cannot use the attorney-client and tax practitioner privileges and work product protection as both a “sword” and a “shield,” courts have increasingly required taxpayers to disclose tax advice prepared by their accountants and lawyers.

The attorney-client and tax practitioner privileges are waived when the privileged material is shared with any third person. That waiver then applies to “all other communication relating to that same subject matter.” Fort James Corp. v. Solo Cup Co., 412 F.3d 1340, 1349 (Fed Cir. 2005). Work product protection is waived when confidential material is shared with an adversary or a conduit to an adversary. The scope of waiver of work product immunity is more nuanced, depending on the type of work product. The waiver of work product, however, also extends to all non-opinion work product concerning the same subject matter. In re EchoStar Comms. Corp., 448 F.3d 1294, 1302 (Fed. Cir. 2006). Several recent opinions illustrate the application of these waiver rules and the potential ramifications of relying on privileged tax advice as a defense to proposed Internal Revenue Service (IRS) penalties.

Please see full issue below for more information.

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Waiver of Privilege: Disturbing
Trends
By Jean A. Pawlow
Several recent cases have given the government the upper
hand in the battle over protection of privileged communications.
Arguing that taxpayers cannot use the attorney-client and tax
practitioner privileges and work product protection as both a
“sword” and a “shield,” courts have increasingly required
taxpayers to disclose tax advice prepared by their accountants
and lawyers.
The attorney-client and tax practitioner privileges are waived
when the privileged material is shared with any third person.
That waiver then applies to “all other communication relating to
that same subject matter.” Fort James Corp. v. Solo Cup Co.,
412 F.3d 1340, 1349 (Fed Cir. 2005). Work product protection
is waived when confidential material is shared with an adversary
or a conduit to an adversary. The scope of waiver of work
product immunity is more nuanced, depending on the type of
work product. The waiver of work product, however, also
extends to all non-opinion work product concerning the same
subject matter. In re EchoStar Comms. Corp., 448 F.3d 1294,
1302 (Fed. Cir. 2006). Several recent opinions illustrate the
application of these waiver rules and the potential ramifications
of relying on privileged tax advice as a defense to proposed
Internal Revenue Service (IRS) penalties.
In Salem Financial, Inc. v. United States, No. 10-192T (Fed. Cl.
Jan. 18, 2012) (opinion and order on motion to compel
discovery), as part of its defense to IRS penalties, the taxpayer
contended that it had reasonable cause for claiming foreign
income tax credits associated with a financial transaction known
as STARS (Structured Trust Advantaged Repackaged
Securities). Specifically, the taxpayer relied upon “extensive
KPMG and Sidley tax opinions, PwC’s conclusion that reliance
on these opinions was reasonable, and [the taxpayer’s] own
internal review and approval of the proposed transaction.” The
taxpayer therefore “put the advisor’s advice at issue.”
The government, predictably, first sought to obtain the
taxpayer’s tax reserve workpapers. The taxpayer attempted to
distinguish between PwC’s “technical analysis of STARS” and
the information and analysis that resulted in the taxpayer’s tax
reserve position. The taxpayer specifically noted that it
considered factors other than PwC’s technical analysis as part
of determining its tax reserve position. The court, however, held
that PwC’s technical evaluation of the strengths and
weaknesses of the transaction “influenced” the taxpayer’s
analysis of its litigation and settlement positions. By relying on
PwC’s advice as a defense to the IRS penalties, therefore, the
taxpayer waived any work product protection that may have
applied to its tax reserve documents.
The court next addressed certain documents that contained
KPMG’s advice concerning proposed changes in law and the
“unwinding” of the STARS transaction. The taxpayer sought to
distinguish “pre-closing” advice from KPMG, including the formal
tax opinion on which it relied as a defense to penalties, and this
“post-closing advice” from KPMG. The court, however, was not
persuaded and required the disclosure of the KPMG documents
because they related to the same subject matter: the proper tax
treatment of the transaction.
The court reached a slightly different but ultimately no less
troubling result in Santander Holdings USA, Inc. v. United
States, No. 09-11043-GAO (D. Mass. Aug. 6, 2012) (opinion

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and order on motion to compel discovery). As in Salem
Financial, the taxpayer in Santander entered into a STARS
transaction and obtained an opinion from KPMG and advice
from Ernst & Young (EY). Again the taxpayer relied on the
opinion as a defense to penalties asserted by the IRS, and
again the government sought to obtain the tax reserve
workpapers and KPMG’s and EY’s post-closing advice.
The court in Santander first summarily held that the tax accrual
workpapers must be disclosed. Either the documents were not
protected by the work product doctrine in the first place because
they were provided to assist EY in assessing the adequacy of
the reserves, or, if not provided to EY in its capacity as
independent auditor, the disclosure amounted to a waiver of
work product. The court did not discuss whether EY was an
“adversary” for this purpose.
Next the Santander court disagreed with the Salem Financial court
and held that identifying the subject matter broadly as “tax advice
about the STARS transaction” was “too general an assessment of
the nature of the subject matter.” Therefore, the court held that the
attorney-client and tax practitioner privileges and work product
protection had not been waived as to documents involving advice
relating to changes in U.S. and UK law and advice relating to the
unwinding of the STARS transactions.
Unfortunately, the court reached a different result with respect to
documents categorized broadly as “advice relating to the IRS
audit of the STARS transaction.” As part of its document
productions, the taxpayer intentionally produced a post-closing
KPMG “economic substance” memorandum. The
memorandum reflected advice tendered by KPMG to the
taxpayer and EY in connection with the IRS audit. The
memorandum indicated that KPMG continued to stand by its
opinion and that the STARS transaction should withstand IRS
scrutiny, and differentiated the taxpayer’s transaction from other
transactions. The government argued that the taxpayer could
not selectively disclose documents helpful to its case, and that
“all other privileged documents relating to advice tendered to the
taxpayer during the IRS audit to assess the legitimacy of the
transaction” should be considered together with this KPMG
memorandum. The court agreed, holding that the
memorandum clearly fell within the scope of the privilege, but
that by voluntarily disclosing it, the plaintiff waived the privilege
as to it and other KPMG and EY documents discussing the
same subject matter, “which includes the IRS positions
regarding the audit.” This portion of the decision is striking
because, of course, it is not unusual for taxpayers to rely on
opinions from accounting and law firms as a defense against
penalties, and to continue to work with those advisors
throughout the course of the audit.
In AD Investment 2000 Fund LLC v. Commissioner, 142 T.C.
No. 13 (April 16, 2014), the Tax Court went one step further in
extending the waiver doctrine. The case is a partnership-level
action involving what the IRS describes as a Son-of-BOSS tax
shelter. The IRS asserted penalties alleging a substantial
understatement, a gross valuation misstatement, and
negligence and disregard of the rules and regulations. The
taxpayers, in their Tax Court petitions, asserted as an
affirmative defense that they “reasonably believed” that the tax
treatment was more likely than not correct, that the
underpayment was due to “reasonable cause” and that they
acted in “good faith.” These are common defenses that are pled
in almost every case where the IRS proposes penalties.
The IRS then sought to obtain tax opinions the partnerships
received from the law firm Brown & Wood. The taxpayers
argued that, although the partnerships received the opinions
prior to the filing of the returns, the taxpayers did not rely on
them. The Tax Court held that this was beside the point:
The point is that, by placing the partnerships’ legal
knowledge and understanding into issue in an
attempt to establish the partnerships’ reasonable
legal beliefs in good faith arrived at (a good-faith and
state-of-mind defense), petitioners forfeit the
partnerships’ privilege protecting attorney-client
communications relevant to the content and the
formation of their legal knowledge, understanding,
and beliefs.
One might suspect that judges are more likely to tip the scales
in favor of the government in tax cases involving perceived “tax
shelters.” One recent case, however, has taxpayers and
practitioners scratching their heads as to just how far afield a
court can go. In Schaeffler v. United States, No. 1:13-cv-04864
(S.D.N.Y. 2014) (opinion and order on motion to quash
summons), the taxpayer acquired shares of a German
automotive supplier. As a result of adverse economic
conditions, the taxpayer undertook substantial debt refinancing
and corporate restructuring. The taxpayer hired outside tax and
legal advisers at Dentons and EY because of the complexity of
the U.S. tax issues and the material amounts potentially at
issue. The taxpayer, EY and Dentons worked closely with a
consortium of banks in effectuating the refinancing and
restructuring and in analyzing the tax consequences, signing a
common interest agreement they referred to as an Attorney-
Client Privilege Agreement. The IRS issued a summons to EY,
and the taxpayer moved to quash.
The court first held that the attorney-client and tax practitioner
privileges were waived when the taxpayer and its lawyers and
accountants shared documents with the bank consortium. The
parties were found to have a common commercial interest,
rather than a common legal interest. The court next held that
the taxpayer had not waived work product protection because
the disclosure to the bank consortium was not to an “adversary”
and did not materially increase the likelihood of disclosure to an
adversary. Indeed, the taxpayer had taken the step of entering
into the Attorney-Client Privilege Agreement to preserve the
confidentiality of the EY documents and lessen the possibility
that the IRS could obtain the confidential information.
Unfortunately, the taxpayer won the battle but lost the war. The
court also concluded that work product did not attach to the EY
documents in the first instance. The taxpayer argued that work
product protected each of the approximately 10,000 responsive
documents that EY prepared in furtherance of the restructuring
and refinancing measures. The only document that the taxpayer
described in any detail was an EY “tax memo”—a 321-page
document that contained a detailed legal analysis of the federal
tax issues implicated by each of the transactional steps that EY
proposed for the refinancing and restructuring. The court
accepted the taxpayer’s assertion that “litigation was highly
probable” in light of the significant and difficult tax issues that
were raised by the planned refinancing and restructuring. Relying
on United States v. Adlman, 134 F.3d 1194, 1202 (2d Cir. 1998),
however, the court considered whether the EY tax memorandum
“would have been created in essentially similar form” had litigation
not been anticipated. The court concluded that it would have,
because the taxpayer would have wished to obtain advice to
comply with the tax law in the most favorable way possible. The
court noted that the memorandum did not discuss actions
“peculiar to the litigation process” or “settlement strategies that
might be considered.” This appears to be a misreading of the
standard in the Second Circuit, which does not require
documents to have been prepared “primarily to assist in litigation”
(the Fifth Circuit applies this test). The result is disturbing
because taxpayers that enter into complex transactions regularly
and routinely obtain similar “tax memos” from accounting and law
firms to help them assess the strengths and weaknesses of their
tax position. It is one thing to suggest that the protection afforded
these kinds of documents can be waived. It is another thing
altogether to suggest that they are not protected by the work
product doctrine at all.
The lesson to be learned from these recent cases is that
taxpayers must be to some degree prescient in anticipating how
and when the government will seek to obtain privileged and
confidential documents, and must be diligent in protecting them.
Waiver, even inadvertent waiver, is a very real risk that can
have unexpected consequences. Privilege battles can be time
consuming and expensive, and it is never too early to think
through the ramifications of sharing confidential documents or
putting tax advice at issue.
New Repair Regulations Affect All
Taxpayers
By Dwight N. Mersereau and Kevin Spencer
The Internal Revenue Service (IRS) recently issued final
regulations (Repair Regulations) that determine when taxpayers
may deduct costs to acquire, produce or maintain tangible
property. In 2014 all taxpayers must follow these new rules,
which generally will require them to change their method of
accounting with the IRS.
General Capitalization Rules for Maintenance
of Property
The Repair Regulations generally require taxpayers to capitalize
all costs that “improve” their property and equipment. Property
and equipment is improved if the taxpayer “betters” the property,
“restores” the property, or adapts the property to a new or
different use. Whether the taxpayer has improved property is
determined by looking at the effect of the repairs to the “unit of
property.” Under this determination, the larger the unit of property
is, the less likely an expenditure will improve the property. The
determination is based on all of the facts and circumstances.
The Unit of Property Explained
A unit of property includes all “functionally interdependent”
components. Generally, if one component of property cannot be
used without another component of property, the two components
are functionally interdependent. There are several exceptions
intended to reduce the size of the unit of property. For example, if
a component performs a discrete and major function, it is a

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separate unit of property from all the other property and
equipment, even if the component is otherwise functionally
interdependent with the other property and equipment.
A special rule applies to buildings. Although the unit of property
of a building includes the building and all of its structural
components, to determine whether an expenditure “improves”
the building, the regulations require the taxpayer to look at the
numerous discrete systems, such as the heating and air
conditioning systems, the plumbing system, the electrical
system, etc. A repair to one of these discrete systems is more
likely to be an improvement than if the taxpayer made the
determination by looking only to the building.
Finally, if a taxpayer separately depreciates a property, the
taxpayer must treat it as a separate unit of property.
Betterments
A betterment is work that ameliorates a material condition or
defect that existed prior to the acquisition or production of the
property, or contemplates a material addition or improvement to
the property, including its enlargement, expansion or extension.
A betterment is reasonably expected to materially increase the
productivity, efficiency, strength, quality or output of the property.
Restorations
Similarly, taxpayers must capitalize all restorations costs. A
restoration includes replacing component parts, repairing
significant damage to property, returning property that was
nonfunctional to its ordinary efficient use, rebuilding property to
like-new condition, and replacing a “major component or
substantial structural part.”
Adapt to New or Different Use
If work on a property adapts it for a new or different use, the
taxpayer must capitalize those costs. The regulations contain
numerous examples with helpful guidance outlining the contours
of this rule.
The De Minimis Rule Offers Taxpayers
Flexibility
Under the de minimis rule, each year taxpayers may elect to
expense costs they would otherwise have to capitalize under
the above rules. To take advantage of this treatment, the
taxpayer must have a written expense policy at the beginning of
the year and must expense for non-tax purposes the costs in
accordance with that policy.
The regulations provide a “safe harbor” for costs of an invoice
(or an item specifically listed on the invoice) up to $5,000 for
taxpayers that issue audited financial statements. For
taxpayers without such statements, the amount is reduced to
$500. The regulations acknowledge that taxpayers may
demonstrate that they should be allowed to expense amounts in
excess of the safe harbor amounts based upon specific facts
and circumstances.
Importantly, if a taxpayer elects the de minimis method, it must
use this method for all amounts properly expensed under its
written policy.
Routine Maintenance
The Repair Regulations permit taxpayers to deduct expenses
incurred to maintain property in its ordinarily efficient operating
condition. These expenses are deemed not to improve the
property if the taxpayer expects to incur them more than once
during the life of the property (more than once in a 10-year
period for buildings). Exceptions to the rule are extensive and
may make the safe harbor largely irrelevant for most taxpayers.
Casualty Losses
The Repair Regulations permit a taxpayer to deduct the cost of
repairs after a casualty, but only the amount that is above the
loss the taxpayer claims on the damaged property. In other
words taxpayers can claim a deduction that covers the entire
cost of the damages, but they cannot deduct both the loss on
the damaged property and the overlapping cost of the repairs.
Treatment of Materials and Supplies
Materials and supplies include items such as fuel, lubricants and
similar property expected to be used and consumed within 12
months or less, and a unit of property with a useful life of 12
months or less. Additionally, “materials and supplies” include so-
called rotable, temporary and standby emergency spare parts.
Generally, a taxpayer may deduct the costs of materials and
supplies when they are “used or consumed,” unless the
materials and supplies are “incidental.” In that case, the
taxpayer can deduct the cost of the material and supply when it
purchases the item. A material and supply is incidental if the
taxpayer does not otherwise track it and expensing it will not
grossly distort the taxpayer’s income.
If a material and supply is not incidental, a taxpayer can still
deduct its cost when it purchases it, if the taxpayer properly
elected the de minimis rule and the material and supply costs
less than the de minimis amount.
If a taxpayer uses a material and supply to improve a unit of
property, however, the taxpayer must capitalize the cost of the
material and supply into the cost of the improved property.
Flexibility for Rotables
Generally, a taxpayer may deduct the cost of rotable, temporary
and standby emergency spare parts when it disposes of the
spare parts (at which point they are considered used and
consumed). This general rule, however, could defer the
deduction for a very long time if, for example, the spare part has
a long life or is not needed for a long time. Recognizing this, the
Repair Regulations provide taxpayers with several options to
recover the costs of these spare parts:
 Use the “Optional Method”
 Capitalize and depreciate the spare parts
 Elect the de minimis method
The Optional Method
The optional method permits a taxpayer to expense the entire
cost of the rotable and temporary spare part when the
taxpayer installs it. When the taxpayer removes the rotable,
the taxpayer must include its fair-market value in income.
Additionally, the taxpayer must add to the basis of the rotable
the costs of removing and repairing it. If and when the
taxpayer reinstalls the rotable, the taxpayer may deduct its
new basis in the rotable. When the taxpayer finally disposes
of the rotable and temporary spare part, the taxpayer may
deduct any remaining basis.
Many taxpayers with rotables use this method for financial
reporting purposes, so the availability of the optional method
minimizes book/tax differences (in this same regard, the
Repair Regulations allow taxpayers to elect to capitalize
otherwise deductible costs in order to minimize book/tax
differences).

All Taxpayers Must Change Their Methods of
Accounting
Because of the significant differences between the new Repair
Regulations and current law, taxpayers should expect to change
their methods of accounting. Taxpayers should consult with
their tax professional immediately to implement the new
regulations and file an accounting method change to adopt the
most favorable accounting methods. Taxpayers under audit
should expect the IRS to examine the issue.
Closing Thoughts
The Repair Regulations provide welcome guidance in what was
a murky, disjointed set of rules relating to the treatment of
tangible property. Undoubtedly, however, these new rules will
increase the administrative/recordkeeping burden for taxpayers.
In addition, the lack of bright-line rules and the fact that many of
the rules rely on a facts and circumstances determination likely
will create tensions between the IRS and taxpayers.
Nonetheless, with good planning the Repair Regulations will
provide taxpayers with clearer treatment of their costs.
Unclaimed Property – It Is Not a Tax,
but It Can Feel Like One
By Diann Smith
For the past two decades, unclaimed property (also called
abandoned property or escheat) compliance and defense has
slowly but surely become an increasing risk for businesses. Today,
any company that is not on top of its unclaimed property obligations
faces significant liability hazards that can reach back almost 30
years. Even companies that think they are following the law may
be surprised during an audit by the onerous documentation
auditors require to accept that a credit or voided check is not
unclaimed property. All businesses, regardless of industry,
geographic location or customer base, should keep abreast of
current developments in unclaimed property enforcement.
Background
Every U.S. state (and some foreign jurisdictions) has a law that
requires businesses (known as holders) possessing intangible
property remaining unclaimed by the actual owner to remit that
property to the government. While several uniform statutes
have been drafted addressing unclaimed property, state laws
still vary significantly regarding what is considered unclaimed
property and when property is considered abandoned by the

6 [Headline]
FOCUS ON TAX CONTROVERSY
actual owner. Some states, such as Delaware, rely on
unclaimed property remittances as a revenue raiser supporting
the state’s general fund.
Unclaimed property is property, held or owed by a business to
someone else, for which the actual owner has not, during a
certain period specified by law, taken some action that indicated
an awareness of an ownership interest in the property. When
this “abandonment” occurs, it becomes the obligation of the
party holding the property to report and pay over such property
to the state. Unclaimed property may include almost every type
of intangible property imaginable, including stocks, gift card
balances, uncashed vendor or payroll checks, and customer
credit balances.
Many states do not have a statute of limitations on when a
business can be assessed for unremitted unclaimed property,
even if the company has routinely filed an unclaimed property
report with the state. As a result, unclaimed property audits
have gone back as far as 1981 in some instances. At a
minimum, many states require that a holder maintain records
related to unclaimed property for at least 10 years.
The Supreme Court of the United States set out the following
rules for determining which state is entitled to take custody of
property when the owner cannot be located:
 Where the last known address of the creditor (i.e., owner of
the intangible personal property) is known, the state in which
that address is located has the right to escheat (primary
rule).
 Where the last known address of the owner is unknown, or is
in a state that “does not provide for escheat of the property
owned,” the state in which the debtor is incorporated is
awarded the right to escheat (secondary rule).
Some states have adopted, controversially, a third priority rule
that provides that if neither of the first two priority states claims
the property, the state in which the transaction that gave rise to
the property occurred may claim the funds (the transaction test).
While many states have codified the transaction test, it is not
widely enforced, and at least one court has ruled that it is
unconstitutional. This leaves holders in a continuing dilemma
regarding the enforceability of the transaction test.

Current Developments
REVISION OF UNIFORM ACT
The Uniform Law Commission is the author of three historic
versions of the Uniform Unclaimed Property Act—1954, 1981 and
1995. It is currently undertaking a project to revise the Uniform
Act and is expected to address many of the compliance and
enforcement issues that have surfaced since the last revision.
Written comments are now being filed with the drafting
committee, and an initial draft of the revision is expected prior to
the drafting committee’s meeting in November 2014. The
states, through the National Association of Unclaimed Property
Administrators, are very active in this drafting process and filed
significant comments with the drafting committee on May 9,
2014. Holders should become involved in the drafting process
by either filing comments or participating in the meetings
(directly, through counsel or through interested trade
associations). Many holders believe that the 1995 Uniform Act
too heavily favored state and third-party auditor interests. The
revision is an opportunity for holders to fix problems that have
developed as a result of aggressive audit positions by states
and their third-party auditors, as well as changes in business
practices and technology.
PROOF OF REMEDIATION
When a holder is audited, it must demonstrate that items that
might otherwise be considered unclaimed property, such as
voided checks or account receivable credit balances, are not
actually due and owing. This process is called remediation.
Auditors are very strict regarding the type of proof acceptable to
demonstrate that the property is not actually owed to someone.
For example, if a holder issues a check to cover the fee for an
employee to attend a conference, but the employee decides not
to attend the conference and therefore the check is voided, the
holder may lack the historic evidence to prove that the voided
check was actually not due to the conference organizer. Under
audit, the company may have to find the conference organizer
(if possible) and get a signed letter that the fee is not due. This
process may need to be repeated for all of the possible voided,
but not actually due, checks that a company may have on its
ledgers. Similarly, a company may issue a credit to a customer
for use against a future order as part of a customer satisfaction
program. If the customer never places another order, what
proof can the company offer that the credit was not refundable
in cash (if this is even a valid defense)? Remediation can be
expensive and extraordinarily time consuming, and can cause a
significant drain on employee resources during an audit.
STATUTE OF LIMITATIONS
As noted above, many states (and the 1995 Uniform Act) do not
provide a statute of limitations for assessments of unclaimed
property, even if a holder has been routinely filing unclaimed
property reports. The lack of a statute of limitations is
problematic from both a liability and a record-keeping
perspective. Several legal arguments may exist that can limit a
holder’s historic liability, but these arguments have not yet been
tested in court. For example, there may be an argument that an
external statute of limitations can be imputed on unclaimed
property assessments, such as a state’s general statute of
limitations that would apply in the absence of a specific
provision. Another problem arises from state provisions called
anti-private escheat laws. These laws prevent a statute of
limitations that would otherwise run against the owner—such as
a statutory one found in a law such as the Uniform Commercial
Code or a contract provision—from operating against the state
for purposes of unclaimed property remittance. Thus, even
though an owner may no longer have a claim against the holder
for the property, the state may assert that the property must still
be remitted to the state. This is another area where legal
challenges (for example, that a specific statute of limitations
should overrule the general anti-limitations provision or the
derivative rights doctrine) might give holders relief, but there has
been little litigation, and when that litigation has occurred (such
as for the derivative rights doctrine), the results have been
inconsistent.
WHISTLEBLOWER ACTIONS
Holders are at risk not only from state-generated audits, but also
from third-party lawsuits under state qui tam, False Claims Act
or private attorney general statutes. While the state statutes
vary in scope and language, under this type of action a third
party (called a relator) brings a case against a holder claiming
that the holder knowingly made false claims to the government
regarding unclaimed property; willfully concealed property that
was required to be delivered to the government; or knowingly
made a false statement to conceal, avoid or decrease an
obligation to pay money or property to the government. These
actions are particularly threatening, because if the holder is
found liable, it can be subject to treble damages plus a per
occurrence penalty.

Conclusion
The issues noted above are only a few of the current matters
that holders are grappling with regarding unclaimed property
compliance and defense. Additional issues include the amount
of due diligence sufficient to locate a lost owner or owner
address, the scope of indemnification provisions in an
acquisition, liability for owners with foreign addresses, and the
priority state for unclaimed property determined using sampling
and extrapolation. The Uniform Law Commission revision
project, litigation and evolving audit techniques will have an
effect on all of these issues.

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of its source and copyright. Focus on Tax Controversy is intended to provide information of general
interest in a summary manner and should not be construed as individual legal advice. Readers
should consult with their McDermott Will & Emery lawyer or other professional counsel before
acting on the information contained in this publication.
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McDERMOTT TAX CONTROVERSY HIGHLIGHTS
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McDermott Will & Emery LLP has once again been
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