TRUE PARTNERS CONSULTING LLC Managing Director

ROBERT M. GORDON, Esq.

Chicago, IL 60606 Tel. No. (312) 235-3321 [email protected] BACKGROUND

Nearly 30 years of experience in tax planning and consulting with multinational corporations ranging in size to over $100 billion of revenues. Researched, developed, and implemented customized tax-efficient acquisition and disposition structures and other corporate tax planning. Managing Director at True Partners Consulting, the nation’s fastest growing, independent tax consulting firm comprised of approximately 225 professionals providing intelligent tax advice in all areas of federal and state taxation.

PROFESSIONAL EXPERIENCE

TRUE PARTNERS CONSULTING LLC 2010—Present

Managing Director

Member of TPC’s Federal Tax Planning and International Tax Teams; assisting corporations in business acquisitions and dispositions, including Subchapter C, Consolidated Return, and international planning to develop tax-efficient structures, as well as tax due diligence. Consults on tax issues in connection with commercial litigation. Implements international and domestic tax accounting strategies and reviews uncertain tax positions.

BP AMERICA INC. (formerly Amoco Corporation) 1989-2009

Assistant General Tax Counsel

Served as Head of Tax for $125 billion US-based manufacturing and retail division of global oil and gas company.

Structured and negotiated dispositions that successfully deferred tax on gain.

Designed, negotiated, and implemented tax-efficient structure for $10 billion cross-border joint venture that minimized risk of double taxation.

Responsible for reviewing and analyzing tax savings ideas presented by national accounting, legal, and investment banking firms.

Managed annual tax consolidations including fair market value interest expense allocation process.

Devised and successfully implemented a transaction structure that resulted in current domestic source deductions from the disposition of foreign businesses notwithstanding dual consolidated loss rules designed to prevent such deductions.

Coordinated federal, state, and local income tax, excise tax, sales and use tax, property tax, customs, and Canadian tax for multi-billion dollar cross-border capital development project. Led the design and implementation—on time and under budget—of post-merger legal entity integration after acquisitions of Amoco, Arco, and Castrol.

Developed procedures to conduct tax, financial, and legal due diligence to simplify corporate structure by eliminating more than 200 legal entities.

Designed and implemented offshore captive insurance program.

Consulted with international businesses to study and recommend improvements to transfer pricing procedures.

Developed structure to maximize value of international R&D activities for biofuels development. Influenced tax law and government tax policy by assisting with lobbying efforts, including presentation that led to complete redrafting of dual consolidated loss regulations.

Led Tax Department participation in development of BP’s strategic policy positions regarding global warming, cap and trade, and carbon legislation.

WINSTON & STRAWN 1987-1989

Associate Attorney

Specialist in federal corporate income taxation, equipment leasing transactions, consolidated returns, financial products (including original issue discount and PIK transactions), and mergers and acquisitions.

WILSON & McILVAINE 1983-1987

Associate Attorney

EDUCATION

J.D., Northwestern University School of Law, Chicago, Illinois, 1983

Editorial Board, Northwestern University Law Review; Northwestern University Legal Clinic; President, Student Funded Public Interest Fellowships, Inc.; Teaching Assistant, Legal Writing; Faculty Research Assistant.

PROFESSIONAL AFFILIATIONS

American Bar Association, Section of Taxation

Committees: Corporate Tax (Officer 1995 - present); Government Submissions (2007 - present); Energy & Environmental Taxes (Chair 2003-05)

Chicago Bar Association

Former Member of Tax Executives Institute

TEACHING, PRESENTATION, AND PUBLICATION EXPERIENCE

Adjunct Professor, Loyola University of Chicago Graduate School of Business (2010 to 2012). Taught courses in Tax Research and State, Local, and International Taxation.

Numerous presentations to various in-house training sessions at True Partners and BP. Contributes regular blog on corporate tax matters for Business Finance magazine’s website at

http://bigfatfinanceblog.com/category/the-business-of-taxes/.

Presentation, An Introduction to the Final FATCA Regulations, September 2013 Meeting of the Chicago Bar Association Federal Tax Committee, Chicago. Illinois.

Thomson Reuters Synergy 2012 Conference Presentations: Section 199 Compliance, Planning and Audit; International Tax Legislative Update; and Current Trends in International Tax; November 2012, Dallas, Texas.

Panel Discussion, Global Trends in Cross-Border M&A, Tax Aspects of Cross-Border M&A, Alliance of Mergers & Acquisition Advisers, July 2012 Summer Conference, Chicago, Illinois. Panel Discussion, Corporate Tax Reform and Other Current Developments, May 2012 Meeting of the American Bar Association Tax Section, Corporate Tax Committee, Washington, DC. Panel Discussion, Hot Topics and Recent Trends in Mergers and Acquisitions, May 2012 Meeting of the Chicago Tax Club, Chicago, Illinois.

Panel Discussion, Reporting Uncertain Tax Positions, April 2011 Meeting of the Chicago Tax Club, Chicago, Illinois.

Dual Consolidated Losses, TAX STRATEGIES FOR CORPORATE ACQUISITIONS,DISPOSITIONS,SPIN

-OFFS,JOINT VENTURES,FINANCINGS,REORGANIZATIONS &RESTRUCTURINGS (Practising Law

Institute 2000-2011)

Panel Discussion, Practical Problems and Challenges in Forming and Operating a Joint Venture: A Panel of Inside Tax Counsel, Tax Planning for Domestic & Foreign Partnerships,

LLCs, Joint Ventures, & Other Strategic Alliances 2010 (Practising Law Institute), Chicago, Illinois.

Panel Discussion (Moderator), Tax Issues Associated with Climate Change Legislation, September 2009 Meeting of the American Bar Association Section of Taxation, Energy and Environmental Taxes Committee, Chicago, Illinois.

Panel Discussion, Practical Problems and Challenges in Forming and Operating a Joint Venture: A Panel of Inside Tax Counsel, Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures, & Other Strategic Alliances 2009 (Practising Law Institute), Chicago, Illinois.

Carbon Cap and Trade Programs: Potential U.S. Tax Issues, 23 PRACTICAL TAX LAWYER No. 2, Page 7 (Winter 2009) (with Tracy D. Perry)

Panel Discussion, Downstream Cost Recovery Issues, April 2007 Meeting of the American Petroleum Institute Federal Tax Forum, Houston, Texas.

Panel Discussion (Moderator), Emerging Dual Consolidated Loss Issues, September 2003 Meeting of the American Bar Association Section of Taxation, Affiliated and Related Corporations Committee, Chicago, Illinois.

Panel Discussion (Moderator), Climate Change and Tax Policy, October 2002 Meeting of the American Bar Association Section of Taxation, Energy and Environmental Taxes Committee, Los Angeles, California.

Panel Discussion, The Dual Consolidated Loss Rules, April 2001 Meeting of the American Petroleum Institute Federal Tax Forum, Houston, Texas.

Panel Discussion (Moderator), Current Developments in Corporate Taxation, May 2000 Meeting of the American Bar Association Section of Taxation, Corporate Tax Committee, Washington, DC.

The Impact of Section 367 on Outbound Transactions, TAX STRATEGIES FOR CORPORATE

ACQUISITIONS,DISPOSITIONS,SPIN-OFFS,JOINT VENTURES,FINANCINGS,REORGANIZATIONS &

RESTRUCTURINGS (Practising Law Institute 1999-2001) (with Benjamin G. Wells and Paul W.

Oosterhuis).

Panel Discussion, Cross-Border Acquisitions, May 1999 Meeting of the American Bar Association Section of Taxation, Corporate Tax Committee, Washington, DC.

Panel Discussion, Current Developments in Corporate Taxation, May 1997 Meeting of the American Bar Association Section of Taxation, Corporate Tax Committee, Washington, DC Two Visions of Subchapter C: Understanding the 1986 Tax Reform Act and the 1987 Revenue Act and Predicting the Near Future, 46 New York University Institute on Federal Taxation (1988) (with J. André LeDuc).

New Tax Law Requires Reports of Real Estate Transactions, Chicago Bar Association, Real Property Law Communicator, December 1986.

Freedom of Expression and Values Inculcation in the Public School Curriculum, 13 J. L. & Educ. 523 (1984).

McLean v. Arkansas Board of Education: Finding the Science in Creation Science, 77 Nw. U.L. Rev. 374 (1982).

Prepared index and tables for P. Vishny, Guide to International Commerce Law (Shepard's-/McGraw-Hill, 1981)

PRIOR EXPERT CONSULTING AND TESTIMONY

Oakley, Inc. v. Executive Risk Specialty Insurance Company, C.D.C.A. Case No. SACV10-01585 CJC.

Henry Anderson and Arla Anderson v. Krieg, Devault, Alexander & Capehart, LLP, et al., Hamilton County Circuit Court Indiana, Cause No. 29C01-0905-CT-00814.

Givaudan Fragrances Corp. v. Aetna Cas. & Sur. Co., et al., N.J. Super. Law Div. Morris Co., No. MRS-L-592-09.

In re Musicland Holding Corporation, et al, United States Bankruptcy Court, Southern District of New York, Case. No. 06-10064.