You Know What They Say About Death and Taxes

(1)

and

You Know What They Say About

Death and Taxes…

PRESENTED BY:

ROBERTN. DEITZ JAMESDILLER GERALYNM. FALLON GINAM. STAUDACHER

(2)

Taxes are inevitable…

(3)

(4)

Robert N. Deitz, VP-Tax

Aramark, Philadelphia, PA

4

Mr. Deitz is responsible for global tax planning and compliance for direct and indirect taxes at Aramark, the provider of innovative services in food, facilities management and uniforms serving health care institutions, universities, school districts, stadiums, arenas and businesses in 22 countries around the world. Mr. Deitz has also served as a tax and compliance executive with Sunoco, PharmaNet, General Motors and GMAC Commercial Mortgage, where he managed tax and treasury matters, compliance and worked with management to execute a number of corporate restructurings, including divestitures. He began his career in the Office of Chief Counsel of the IRS.

(5)

James Diller, Vice President - Tax

Biomet, Inc., Warsaw, IN

5

Mr. Diller is responsible for global tax planning, compliance, and controversy at Biomet, where he has had a lead role in tax-efficient supply-chain restructuring, legal entity restructuring, and repatriation planning. Biomet is a private equity-owned company which designs, manufactures, and markets orthopedic implants, biomaterials, and related medical devices in over 90 countries. Prior to joining Biomet, Mr. Diller was a tax executive at General Motors Corporation where he managed international and domestic tax planning initiatives, as well as key tax controversy matters.

(6)

Geralyn M. Fallon, Tax Director

JBT Corporation, Chicago, IL

6

Ms. Fallon leads a team of tax professionals whose responsibilities include global tax planning, compliance, and advising and guiding senior management regarding JBT’s tax opportunities and strategies. Her team consistently generates significant tax savings through aligning tax functions and policies with business goals by building close, collaborative relationships with business units. She has a strong background in international tax planning, strategic transfer pricing, and effective audit defense. During her career she has worked both in-house and as a consultant, most recently as VP of International Tax at RR Donnelley and as a transfer pricing consultant at Wright Economics, before joining JBT.

(7)

Gina Staudacher, Member

Corporate Practice Group

7

Ms. Staudacher concentrates her practice in the area of corporate taxation with an emphasis in international incentives, global research tax credits, IRS controversy, accounting methods, and fixed assets. Ms. Staudacher formerly served as Domestic Tax Counsel for General Motors Corporation and Delphi Automotive. She has worked in private practice for more than 10 years advising private and public companies in the automotive, aerospace, transportation, logistics, financial and information technology sectors on tax planning strategies and efficient tax management techniques, including the monetization of valuable tax credits and incentives in the United States and around the world.

(8)

Role of Tax in the Organization

Legal

Finance &

Accounting

Tax

(9)

Integration within the Organization

TAX

Educate

Plan

Communicate

9

Execute

(10)

Tax and Legal Perspectives

10

Legal

• focus tends to be outward

• manage risk of Organization to third parties

Tax

• particular focus on the internal marketplace

• Organization’s “gatekeeper”

(11)

Attorney-Client Privilege

11

A. In-house Counsel:

Legal Advisor or Business Counselor?

B. Continuum of Sensitivity

C. Treatment varies widely among jurisdictions,

within U.S. and world-wide

(See Annex A, excerpted from Dentons (2014)

Tax

(12)

Create and Implement Strategic Solutions

12

• Advocate a broader vision

• Executive buy-in

• Complex versus simple

• Organizational infrastructure

• Jurisdictional considerations

(13)

13

(14)

14

The BEPS Project

B

ase

E

rosion and

P

rofit

S

haring

Organisation for Economic Co-operation and Development and G20 countries

BEPS Action Plan sets out 15 elements to be addressed by 2015.

(See OECD (2013), Action Plan on Base Erosion and Profit Shifting, OECD Publishing. http://dx.doi.org/10.1787/9789264202719-en

)

September, 2014, OECD released the first set of recommendations.

(See OECD (2014), Explanatory Statement, OECD/G20 Base Erosion and Profit Shifting Project, OECD,

(15)

(16)

(17)

Aramark

17

Aramark (NYSE: ARMK) is a leading global provider of a broad range

of managed services to business, education, healthcare and

government institutions and sports, entertainment and recreational

facilities. Since 1998, Aramark has been consistently ranked as one

of the top three most admired companies in its industry as

evaluated by peers and analysts. Headquartered in Philadelphia,

Aramark is comprised of 270,000 service stars in 22 countries

around

the

world.

For

more

information,

please

visit

www.aramark.com.

(18)

Biomet, Inc.

18

Biomet, Inc. and its subsidiaries design, manufacture, and market

products used primarily by musculoskeletal medical specialists in

both surgical and non-surgical therapy. Biomet’s product portfolio

encompasses reconstructive products, fixation products, spinal

products, and other products, such as arthroscopy products and

softgoods and bracing products. Headquartered in Warsaw, Indiana,

Biomet and its subsidiaries currently distribute products in

approximately 90 countries.

For more information, please visit

www.biomet.com.

(19)

JBT Corporation

19

JBT Corporation (NYSE: JBT) is a leading global technology solutions

provider to the food processing and air transportation industries. JBT Corporation designs, manufactures, tests and services technologically sophisticated systems and products for regional and multi-national industrial food processing customers through its JBT FoodTech segment and for domestic and international air transportation customers through its JBT AeroTech segment. JBT Corporation employs approximately 3,400 people worldwide and operates sales, service, manufacturing and sourcing operations located in over 25 countries. For more information, please visit www.jbtcorporation.com.

(20)

Howard & Howard Attorneys PLLC

20

Built on a legacy that spans over 145 years, Howard & Howard provides specialized legal services to businesses and business owners. We take the time to understand your goals and we do what it takes to help you reach them. With over 135 attorneys in 5 offices, our results-oriented approach is a beacon for business owners in search of intelligent counsel they can trust.

More than one-third of our lawyers had business careers before choosing to become lawyers, which means we have more lawyers with first-hand business experience than other firms our size. In fact, we operate our firm as a business. That perspective is valuable to our clients--coming from business makes working for business second nature to us. This is what sets Howard & Howard apart from a generalist law firm, and what elevates us to the level of trusted legal and business advisor for each client. We understand what you need for your business: responsive, results-oriented advisors.

(21)