Wayne R. Strasbaugh

Special Counsel
Philadelphia

Wayne R. 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
  • Advice regarding treatment of cross-border payments under FATCA and other U.S. information return reporting provisions
  • Debt securitization transactions

Professional Highlights

Professional Activities

American Bar Association, 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 

Philadelphia Bar Association, past Chair, Tax Section

Recognition & Accomplishments

The Best Lawyers in America, tax law, 2015-2021

Who's Who in America

Who's Who in American Law

Pennsylvania Super Lawyer

Speaking Engagements

"Federal Consolidated Return Regulations for Corporate Taxpayers: Mastering Complex Rules and Guidance,” Strafford Publications Teleconference, April 2, 2015

"Consolidated Group Tax Allocations: Navigating Consolidated Return Rules," Strafford Publications Teleconference, November 12, 2014

"Sect. 108 and Cancellation of Debt Income: Navigating IRS Rules," 2011 Advanced Tax Institute Conference (Maryland Association of CPAs and Maryland State Bar Association), November 8, 2011

Board Memberships & Community Service

Pennsylvania Society of Sons of the Revolution

Publications

"Special Considerations in the Mergers and Acquisitions of Regulated Investment Companies," Corporate Tax Practice Series (chapter 179), Practising Law Institute, February 2017

"Intercompany Transaction Regulations," Corporate Tax Practice Series (chapter 458), Practising Law Institute, February 2017

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

Credentials 

Education

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

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

Bowdoin College (A.B. 1970)

Admissions

Pennsylvania

Ohio (inactive)