Wayne R. Strasbaugh

Tax, Mergers and Acquisitions/Private Equity, International, Business and Finance, Investment Management, REITs

Wayne R. Strasbaugh is a partner in the Business and Finance Department and Practice Leader of the Tax Group. He is also a member of the Mergers and Acquisitions/Private Equity, Investment Management, REITs, and International Groups.

Mr. Strasbaugh provides tax advice concerning:

• Domestic mergers and acquisitions of corporations, including forward and reverse triangular mergers and "double dummy" structures
• Cross-border corporate acquisitions employing disregarded entities and hybrid entities
• Spin-off, split-off, and split-up transactions involving the tax-free division of assets held in corporate and noncorporate entities (including partnerships and business trusts)
• Combinations and redomestications of series portfolios of open-ended mutual funds
• Formation of limited partnerships and limited liability companies and the drafting of agreements containing workable allocation and distribution provisions
• Tax-sharing agreements among members of consolidated return groups
• Executive compensation issues involving nonqualified and incentive stock options and restricted stock awards
• Planning for the preservation of net operating losses and other tax benefit attributes in workout transactions in which Code Sections 108 or 382 are implicated

Mr. Strasbaugh represents taxpayers in:

• IRS proceedings at the field audit, appeals, and national office levels (including private letter rulings and requests for technical advice)
• Requests for competent authority relief under double taxation provisions of U.S. tax treaties

Professional Activities

American Bar Association
Member
Past Chair, Section of Taxation Committee on Government Submissions Past Chair, Section of Taxation Committee on Affiliated and Related Corporations

American College of Tax Counsel
Member
Past Regent for the Third Circuit

International Fiscal Association U.S.A. Branch
Member

Federal Bar Association
Member

New York State Bar Association
Member

Philadelphia Bar Association
Past Chair, Tax Section

Recognition & Accomplishments

Who's Who in America

Who's Who in American Law

Publications

"Special Considerations in the Mergers and Acquisitions of Regulated Investment Companies," Corporate Tax Practice Series (volume 13, no. 179), Practising Law Institute, March 2011

"Intercompany Transaction Regulations," Corporate Tax Practice Series (volume 30, no. 458), Practising Law Institute, March 2011

"IRS Provides Permanent Relief from Multiple Taxation of Some Corporate Restructuring Transactions," Practical U.S./Domestic Tax Strategies, WorldTrade Executive (Thomson Reuters), March 2011

Co-author, "Pennsylvania Announces Business-Friendly Approach to 100 Percent Bonus Depreciation," Practical U.S./Domestic Tax Strategies, WorldTrade Executive (Thomson Reuters), February 2011

"Special Distressed Debt Tax Election Affects Future M&A Tax Planning," Practical U.S./Domestic Tax Strategies, WorldTrade Executive (Thomson Reuters), July 2010

Co-author, "FATCA, HIRE Act Hold Ramifications for Foreign Investment in U.S.," Insights & Commentary, Bureau of National Affairs (BNA), April 2010

"IRS Issues Stopgap Guidance on M&A Continuity of Interest Rules," Practical U.S./Domestic Tax Strategies, WorldTrade Executive (Thomson Reuters), March 2010

Co-author, "Disregarded Entities Are Now Responsible for Their Own Employment Taxes," Practical U.S./Domestic Tax Strategies, WorldTrade Executive (Thomson Reuters), July 2009

"IRS Revises Tax Shelter Reporting Rules Applicable to Some Merger and Acquisition Transactions," Practical U.S./Domestic Tax Strategies, WorldTrade Executive (Thomson Reuters), March 2009

"IRS Proposes Regulations on Discharges of Partnership Debt," Insights & Commentary, Bureau of National Affairs (BNA), January 2009

"Whirlwind of IRS Guidance Attempts to Stabilize Financial Crisis," Insights & Commentary, Bureau of National Affairs (BNA), January 2009; Tax News for Business Lawyers, American Bar Association Section of Business Law, Winter 2008

Speaking Engagements

"IRS Compliance with Section 108: Tax Traps to Avoid," National Constitution Center Audio Conference, July 13, 2011

"Section 108 and Cancellation of Debt Income: Navigating IRS Rules," Strafford Publications Teleconference, April 20, 2011

"Federal Consolidated Return Regulations for Corporate Taxpayers: Mastering Complex Rules and Guidance to Ensure Ongoing Compliance," Strafford Publications Teleconference, October 8, 2009

"Federal Consolidated Tax Return Regulations: Mastering the IRS's Evolving Regs, Notices and Written Determinations," Strafford Publications Teleconference, Dec. 11, 2008

Moderator, "Narrowing the Tax Gap: Behavioral Options," National Conference on the Tax Gap, Washington, D.C., June 21-22, 2007

Board Memberships 

Pennsylvania Society of Sons of the Revolution

The Church Foundation for the Episcopal Diocese of Pennsylvania

Harvard Law School (J.D. 1979, cum laude)

Harvard University (Ph.D. 1976; A.M. 1971)

Bowdoin College (A.B. 1970)

Languages

German

French

Ohio (inactive)

Pennsylvania