Eileen Marshall

Eileen Marshall’s practice includes all aspects of domestic and cross-border mergers, acquisitions, divestitures, restructurings, tax-free reorganizations, taxable and tax-free spinoffs, incorporations, and partnership formations. She also has significant experience advising on tax issues in connection with public and private equity and debt financings and restructurings.

Select Publications:

• Co-drafter, “Comments on Notice 2023-2 Regarding the Excise Tax under Section 4501,” American Bar Association Section of Taxation, March 20, 2023
• Co-drafter, “Comments on Section 4501 Excise Tax on Certain Repurchases of Corporate Stock,” American Bar Association Section of Taxation, December 7, 2022
• Co-author, "A Tasting Menu: Selections from Our Favorite Unresolved Issues in the Garlock Treatise," Taxation of Financial Products and Transactions, Practising Law Institute, 2021
• Co-author, "What is 'Interest'? and Other Mysteries under the Proposed Section 163(j) Regulations," Taxation of Financial Products and Transactions, Practising Law Institute, 2020
• Co-author, "Life Cycle of a Corporation: Funding Growth in the Teenage Years," University of Southern California Gould School of Law, Seventy-Second Institute of Federal Taxation —Major Tax Planning, 2020
• "Merger Termination Fees and the Reach of Section 1234A," Taxation of Financial Products and Transactions, Practising Law Institute, November 2017
• Co-author, "A User's Guide to Call Spread Convertibles," Taxation of Financial Products and Transactions, Practising Law Institute, 2009
• "Practical Run-Ins between Conventional Convertible Debt Instruments and Certain Interest Disallowance Provisions of the Code," Taxation of Financial Products and Transactions, Practising Law Institute, 2008
• Co-author, "Structuring the Corporate Start-Up," New York University 64th Annual Institute on Federal Taxation, 2006
• Co-author, "More from the Abyss of Debt and Equity," New York University 63rd Annual Institute on Federal Taxation, 2005

Select Speaking Engagements:

• “Stock Repurchase Excise Tax—Application to Financial Products,” American Bar Association Tax Section, February 10, 2023
• “The Stock Buyback Excise Tax,” Annual Tax Legislative and Regulatory Update Conference, District of Columbia Bar Association, January 26, 2023
• “Selected Financial Products Issues in Corporate Transactions,” Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Reorganizations and Restructurings, Practising Law Institute, November 18, 2022
• “M&A and Financings Trends,” 38th Annual Tax Executives Institute (TEI)—San Jose State University High Tech Tax Institute, November 8, 2022
• “Unique Deal Structures and “Bolt-On” Innovations in M&A,” American Bar Association Tax Section, October 15th, 2022
• "Section 355 Update," Annual Tax Legislative and Regulatory Update Conference, District of Columbia Bar Association, Taxation Section, May 4, 2022
• "SPACs—Cross-Border Issues," Cross-Border M&A Tax Planning, Practising Law Institute, March 15, 2022
• "Financing Developments and Tax Considerations, IPOs, SPACs, and UP-Cs," 37th Annual Tax Executives Institute (TEI)—San Jose State University High Tech Tax Institute, November 8, 2021
• "Treatment of Liabilities in Corporate Transactions," American Bar Association, Corporate Tax Committee, September 20, 2021
• "To Integrate or Not to Integrate and Other Hedging Questions," American Bar Association Tax Section, Financial Institutions and Products Committee, January 29, 2021
• "Cross Border M&A Update," American Bar Association Tax Section, Corporate Tax Committee, January 28, 2021
• "A Tasting Menu: A Selection of Our Favorite Unresolved Issues in the Garlock Treatise," Taxation of Financial Products and Transactions, Practising Law Institute, January 11, 2021
• "Dealing with Losses: CARES Act Changes, Debt Restructuring, and Other Strategies for a Strong Future," 36th Annual Tax Executives Institute (TEI)—San Jose State University High Tech Tax Institute, November 10, 2020
• "Life Cycle of a Corporation: The Teenage Years and Early Adulthood," University of Southern California Gould School of Law, Seventy-Second Institute of Federal Taxation—Major Tax Planning, January 27, 2020
• "Wish List for Final Section 163(j) Regulations," Taxation of Financial Products and Transactions, Practising Law Institute, January 13, 2020
• "Panoply of Hot Topics in Corporate Taxation," American Bar Association Tax Section, Corporate Tax Committee, October 5, 2019
• "Contingent Value Rights, Earn-Outs & Other Contingent Payment Instruments," American Bar Association Tax Section, Financial Transactions Committee, October 4, 2019
• "Transitioning Away from LIBOR: What Does It Mean?" District of Columbia Bar Tax Section, Financial Products Committee, June 11, 2019
• "M&A Meets the TCJA: Who Wins?" 34th Annual Tax Executives Institute (TEl)-San Jose State University High Tech Tax Institute, November 6, 2018
• "Taxable Acquisitions Post-TCJA," District of Columbia Bar Tax Section, Corporate Tax Committee, June 7, 2018
• "Issues Involving Equity-Linked and Other Complex Debt," American Bar Association Tax Section, Financial Transactions Committee, February 9, 2018
• "Protecting Your Exits," 33rd Annual Tax Executives Institute (TEl)-San Jose State University High Tech Tax Institute, November 8, 2017
• "Current Developments in Corporate Taxation," American Bar Association Tax Section Committee, Corporate Tax, September 16, 2017
• "Final Section 385 Regulations: How Will the Documentation Rules Apply in the Real World," American Bar Association Tax Section, Financial Transactions, January 20, 2017
• "Current Issues in Section 305," District of Columbia Bar Tax Section, Corporate Tax Committee, December 14, 2016
• "A Little of This, a Little of That: Cherry-Picking Gains and Losses in Transactions," American Bar Association Tax Section, Corporate Tax Committee, May 7, 2016
• "The Cottage Savings Regulations Revisited," American Bar Association Tax Section, Financial Transactions Committee, January 29, 2016
• "Liability Assumptions," Taxation of Financial Products and Transactions, Practising Law Institute, January 19, 2016
• "Not Free from Doubt: Corporate Tax Opinions," American Bar Association Tax Section, Corporate Tax Committee, May 9, 2015
• "Selected Financial Products Issues in M&A Transactions," American Bar Association Tax Section, Financial Transactions Committee, September 19, 2014
• "Pilgrim's Progress or Dead-End Street? Section 1234A," American Bar Association Tax Section, Financial Transactions Committee, May 9, 2014
• "M&A and Section 367," Basics of International Taxation, Practising Law Institute, July 23, 2013
• "Short Derivatives: Selected Issues," American Bar Association Tax Section, Financial Transactions Committee, February 17, 2012
• "Practical Issues Arising from Equity-Flavored Debt Issuances," Taxation of Financial Products and Transactions, Practising Law Institute, April 14, 2009

Memberships: 

• Vice Chair of Continuing Legal Education, American Bar Association Tax Section
• Immediate Past Chair, American Bar Association Tax Section, Corporate Tax Committee
• Fellow, American College of Tax Counsel
• Former Council Director, American Bar Association Tax Section
• Former Chair, American Bar Association Tax Section, Financial Transactions Committee 
• Member, American Bar Association Tax Section
• Former Chair, District of Columbia Bar Association Tax Section, Financial Products Committee 
• Member, District of Columbia Bar Association Tax Section