William Pauls is a member of Sutherland’s Tax Practice Group and concentrates on consolidated return issues and other corporate tax matters. He regularly advises clients with respect to the application of the consolidated return regulations and the structuring of corporate reorganizations, stock and asset acquisitions and dispositions, spin-offs, split-offs, and other corporate separations, cross-border transactions, and corporate finance transactions. In this context, William has prepared a variety of letter ruling requests addressing consolidated return issues, general corporate tax issues, corporate reorganization issues, and international tax issues.
William has substantial experience with regard to the taxation of insurance companies. He has counseled clients with respect to structuring and implementing captive insurance company arrangements, the federal tax consequences of reinsurance transactions, and complex international insurance tax issues. William also has prepared letter ruling requests addressing life/non-life consolidated return issues and the corporate tax aspects of reinsurance transactions.
William has assisted in the representation of clients before the Internal Revenue Service Appeals Office, the United States Tax Court and federal district courts. His practice before the Internal Revenue Service includes providing advice on audits and appeals, drafting protests, and negotiating settlements. William is admitted to practice before the United States Tax Court.
Prior to joining Sutherland, William served as a law clerk for the Honorable Mary Ann Cohen of the United States Tax Court from 2003 to 2005. While in law school, he worked as a tax analyst for a large, multi-national pharmaceutical company, as a tax consultant for a major accounting firm, and as a law clerk for the United States Attorney’s Office in South Bend, Indiana.
William earned his LL.M. in Taxation, with distinction, from Georgetown University Law Center and his J.D. from the University of Notre Dame Law School, where he served as Symposium Editor for the Notre Dame Law Review. He received a B.S. in Chemistry from the University of Wisconsin-Madison.
REPRESENTATIVE EXPERIENCE
William’s experience includes advising:
- The Hartford with respect to the sale of its Individual Life insurance business to Prudential Financial, Inc. (2013).
- TE Connectivity Ltd. (formerly Tyco Electronics Ltd.) in its approximately $2 billion acquisition of Deutsch Group SAS (2012).
- Tyco Electronics Ltd. in its $1.25 billion acquisition of ADC (2010).
- Allied Capital Corporation in its approximately $850 million merger with Ares Capital Corporation, the largest merger ever in the business development company industry (2010).
- Manulife Financial Corporation with respect to the restructuring of its operations in the United States and establishing John Hancock Life Insurance Company (U.S.A.), with approximately $200 billion in assets under management, as its flagship company in the United States (2009).
- Tyco Electronics Ltd. with respect to the change in its place of incorporation from Bermuda to Switzerland (2009).
- Altria Group, Inc., in its approximately $113 billion spin-off of Philip Morris International Inc. (2008).
- Kraft Foods Inc. in its approximately $2.6 billion tax-free split-off of its Post cereals business and the merger of the Post cereals business into a subsidiary of Ralcorp Holdings, Inc. (2008).
- Philip Morris International Inc. in its approximately $2 billion acquisition of Rothmans Canada (2008).
- Manulife Financial Corporation and its subsidiaries, John Hancock Financial Services, Inc., and John Hancock Canadian Corporation, with respect to amendments made to the trust indentures governing certain senior unsecured notes (2008).
- Altria Group, Inc., in its approximately $50 billion spin-off of Kraft Foods Inc. (2007).
- Resource Management Service LLC (RMS), Forest Investment Associates, and other investors that were part of a consortium of buyers led by RMS, in their approximately $5 billion purchase of International Paper timberland holdings (2006).
- Compass Diversified Trust in a uniquely structured $202.5 million initial public offering (2006).
RECENT PUBLICATIONS
- Co-author, “One Shade of GRA: Proposed Regulations Foreshadow the End of the GRA Directive and Provide That ‘Available Upon Request’ Is a ‘Willful Failure’,” BNA Insights (Federal)—Bloomberg BNA Tax and Accounting Center (2013)
- Co-author, “Camping on ‘The Street’: A First Step in the Reform of the Taxation of Financial Instruments and Products,” BNA Insights (Federal)—Bloomberg BNA Tax and Accounting Center (2013)
- Co-author, “Bringing Certainty to an Uncertain Tax Position,” Law360 (August 2012)
- Co-author, “The House Always Wins: Treasury and the IRS Offer a Loaded Deck of Regulations Addressing Global Reshufflings,” BNA Insights (International)—Bloomberg BNA Tax and Accounting Center (2012)
- Co-author, “You Can’t Spell ‘Subchapter C’ Without E&P: Proposed Treasury Regulations Clarify the Rules Concerning the Allocation of Earnings and Profits in Tax-Free Transfers,” BNA Insights (Federal)—Bloomberg BNA Tax and Accounting Center (2012)
- Co-author, “A Secret No More: Final Treasury Regulations Amend the Controlled Group Deferred Loss ‘Supersecret Rule,’” BNA Insights (Federal)—Bloomberg BNA Tax and Accounting Center (2012)
- Co-author, “A Gambit Vanquished: The Rise and Fall of the ‘Killer B,’” 52 Tax Management Memorandum 419 (2011)
- Co-author, “Almost a ‘Fall Classic’: Proposed Treasury Regulations Leave a ‘Series’ of Issues Unresolved,” 40 Tax Management International Journal 131 (2011) and 52 Tax Management Memorandum 75 (2011)
- Co-author, “‘Check-the-Box’ Classification of Series Entities,” Daily Tax Report (January 22, 2009)
- Co-author, "Classification of Series Entities,” 49 Tax Management Memorandum 531 (2008)
RECENT SPEAKING ENGAGEMENTS
External presentations
- “The New Wave of Corporate Inversion Transactions and Efforts To Curtail Them,” Sutherland Tax Series, Berwyn, Pennsylvania (December 21, 2012)
- “Foreign Account Tax Compliance Act – Challenges Facing Insurers,” 37th Annual Insurance Tax Conference, Chicago, Illinois (December 7, 2012)
- “Risk Distribution Cases – Status Update,” 37th Annual Insurance Tax Conference, Chicago, Illinois (December 6, 2012)
- “The New Wave of Corporate Inversion Transactions and Efforts To Curtail Them,” Tax Executives Institute (TEI) Denver Chapter Federal Taxation Update, Lakewood, Colorado (November 28, 2012)
- “Review of Recent Corporate Tax Regulatory Guidance,” Tax Executives Institute (TEI) Denver Chapter Federal Taxation Update, Lakewood, Colorado (November 28, 2012)
- “The New Proposed Circular 230 Rules and Their Impact on In-House Practitioners,” Tax Executives Institute (TEI) Denver Chapter Federal Taxation Update, Lakewood, Colorado (November 28, 2012)
- “The Tax Reform Movement and Prospects for Tax Legislation,” Tax Executives Institute (TEI) Denver Chapter Federal Taxation Update, Lakewood, Colorado (November 28, 2012)
- “It’s All in the Family: Federal Tax Considerations in Intragroup Restructurings,” Tax Executives Institute (TEI) 62nd Midyear Conference, Washington, D.C. (March 28, 2012)
- “Recent Regulatory Developments Impacting Internal Restructurings,” Sutherland Tax Series - Internal Restructurings, Berwyn, Pennsylvania (December 19, 2011)
- “Business Entity Considerations: The Proposed Regulations Concerning the Classification of Series,” Sutherland Tax Series - Internal Restructurings, Berwyn, Pennsylvania (December 19, 2011)
- “The Tax Reform Movement: Where Does It Go From Here?” Sutherland Tax Series - Legislative Developments, Berwyn, Pennsylvania (December 6, 2011)
- “After the Spin: Preserving Tax-Free Treatment Under Section 355,” Sutherland Tax Series - Mergers & Acquisitions, Berwyn, Pennsylvania (November 30, 2011)
- “After the Spin: Preserving Tax-Free Treatment Under Section 355,” Tax Executives Institute (TEI) Tulsa Chapter Federal Conference, Tulsa, Oklahoma (November 15, 2011)
- “Current Hot Topics in Federal Income Taxation,” Tax Executives Institute (TEI) Dallas Chapter, Dallas, Texas (September 27, 2011)
- “A Gambit Vanquished: The Rise and Fall of the ‘Killer B,’” Bureau of National Affairs (BNA) Tax Management Advisory Board Meeting, New York, New York (August 18, 2011)
- “Proposed Regulations on Series LLCs and Cell Companies – Next Steps,” American Bar Association (ABA) Section of Taxation 2011 Midyear Meeting, Boca Raton, Florida (January 21, 2011)
- “Almost a ‘Fall Classic’: Proposed Treasury Regulations Leave a ‘Series’ of Issues Unresolved,” Bureau of National Affairs (BNA) Tax Management Advisory Board Meeting, New York, New York (December 9, 2010)
- “The President-Elect’s Tax Plan: Likelihood of Adoption and Possible Impact on Individuals and Corporate America,” Sutherland Tax Education Series VI, Atlanta, Georgia (November 18, 2008)
- “Recent Developments in Subchapter C,” Sutherland Tax Education Series II, Atlanta, Georgia (November 1, 2006)
Internal presentations
- “It’s All in the Family: Federal Tax Considerations in Intragroup Restructurings,” Sutherland SABLE Program, Washington, D.C. (March 27, 2012)
- “Fundamentals of Corporate Reorganizations,” Sutherland SABLE Program, Atlanta, Georgia (June 21, 2007)
PROFESSIONAL AND COMMUNITY INVOLVEMENT
- American Bar Association, Tax Section
- Federal Bar Association, Tax Section
- District of Columbia Bar, Tax Section
- State Bar of Georgia, Tax Section
© 2013 Sutherland Asbill & Brennan LLP
Education
LL.M. in Taxation, with distinction, Georgetown University Law Center, 2005
J.D., University of Notre Dame Law School, 2003, Symposium Editor, Notre Dame Law Review
B.S., Chemistry, University of Wisconsin, 2000
Bar AdmissionsDistrict of Columbia, Georgia
