• Michael A. Lehmann

    Partner
    Tax, Employee Benefits & Global Compensation
    Not-For-Profit Organizations
    Capital Markets
    mlehmann@manatt.com
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    New York
    Direct: 212.830.7258
    General: 212.790.4500
    Fax: 212.790.4545

    Education

    New York University School of Law, LL.M. (Taxation), 1991

     

    Columbia Law School, J.D., 1987
    Harlan Fiske Stone Scholar, 1984–85; 1985–86
    Writing and Research Editor, Columbia Journal of Law and Social Problems

     

    Brown University, A.B., magna cum laude, 1984

    Bar Admissions
    New York
    • Profile
    • Representative Matters
    • Honors & Awards
    • Publications
    • Memberships & Activities
    • Speaking Engagements

    Profile

    Michael Lehmann specializes in tax issues relating to the tax treatment of cross-border transactions.  He advises foreign and domestic organizations on cross-border joint ventures and investments, tax treaty planning, taxation of international transportation activities, and debt and equity offerings of non-U.S. companies.

    His practice also includes a wide variety of state and federal income tax issues arising from domestic corporate acquisitions and reorganizations, and state and federal tax controversies, and has particular expertise in the area of tax-advantaged transactions such as New Markets Tax Credits, Low-Income Housing Tax Credits and Energy Tax Credits.

    Prior to joining Manatt, Mr. Lehmann amassed significant experience providing tax structuring advice in cross-border transactions, both outbound and inbound.

    U.S. outbound issues included foreign tax treaty networks; use of offshore corporations; foreign tax credits; controlled foreign corporations and Subpart F income; passive foreign investment companies; foreign tax concessions and incentive programs; mergers, acquisitions and dispositions of foreign subsidiaries; tax issues for expatriate employees; transfer pricing and related party transactions; and debt versus equity structuring.

    U.S. inbound issues included U.S. tax treaty planning and interpretation, particularly "permanent establishment" issues; "effectively connected income" from U.S. business activities; portfolio income and U.S. withholding taxes; choice of entity for U.S. business activity (corporation, partnership, LLC, business trust); real estate activities and "FIRPTA"; and tax issues for bringing employees into the United States.

    Representative Matters

    • Advised U.S.-based Actual Systems, a provider of automotive recycling software, on various international issues.
    • Advised U.S.-based Alex Stewart International LLC/Securiport LLC on proposed acquisitions in Equatorial Guinea and the Ivory Coast.
    • Advised U.S.-based translation company Aradco, a portfolio company of Catalina Capital Advisors LLC, regarding Canadian acquisitions.
    • Advised U.S.-based, privately held manufacturer of irrigation products and services, in connection with the reorganization of its French subsidiary.
    • Advised U.S.-based Sucampo Pharmaceuticals Inc. in connection with a restructuring of its Switzerland-based patent-holding subsidiary, Sucampo AG, and currently advising Sucampo Pharmaceuticals regarding a restructuring of its Japan-based patent maintenance subsidiary, Sucampo AG Japan.
    • Advised a development partnership between two U.S.-based leaders in algae biology and commercial algae production, Heliae and Triton Health & Nutrition, on the formation of a Cayman Islands holding company.
    • Advised U.S.-based Pleiades Investment Partners LP regarding a Ukrainian natural resources investment.
    • Advised U.S.-based ROAL Electronics USA Inc. in connection with a restructuring of its Italian parent, ROAL Electronics S.p.A.
    • Advised a foreign electronic payments company in various corporate, tax, and regulatory matters pertaining to the establishment of a proprietary kiosk-based electronic payment and services network in the United States.
    • Established a complex ownership structure for four Canadian investor groups, through which they acquired a shopping mall in Northern California for $40 million.
    • Represented German filtration solutions business MANN+HUMMEL GmbH in connection with its efforts to become the sole owner of U.S.-based Purolator Filters NA LLC, a manufacturer of oil, air, fuel and cabin filters for light- and heavy-duty vehicles.
    • Advised Amsterdam-based Eyeworks Holdings B.V., a global television production player with operations in more than 15 countries, in its acquisition of 50% of U.S.-based 3 Ball Productions LLC.
    • Advised Luxembourg-based Luxembourg Cambridge Holding Group SA regarding a Polish acquisition.
    • Advised Dutch-Armenian entrepreneur Vartan Sarkissian, founder of music-centric social media site RAWRIP.com, regarding a company restructuring.
    • Advised New Zealand company Tempest Point Holding Ltd. regarding Romania-Malta Double Taxation Treaty.
    • Represented U.S.-based business owners Fred Kunik and Irving Barr, the sellers of a $500 million family of subsidiaries, including Spanish companies, in a dispute involving an alleged $10 million indemnity obligation for Spanish taxes incurred by the buyer, allegedly as a result of seller nondisclosures.

    Outbound

    • Restructured bankrupt Latin American company through new offshore holding company with U.S. owners.
    • Structured, negotiated and drafted partnership agreements, shareholders' agreements, and LLC operating agreements for U.S. entities participating in joint venture power projects in Colombia, Peru, Philippines, Pakistan, Jamaica, and Honduras.
    • Formed Luxembourg and Dutch holding company for various foreign acquisitions and IP exploitation.
    • Formed offshore holding company for music rights owned jointly by U.S. and non-U.S. heirs.
    • Analyzed and/or forming offshore IP holding companies for U.S., French and Australian owners of various types of IP.
    • Analyzing active-financing income CFC/PFIC issues for Australian, Dutch and Isle of Man companies.
    • Analyzed Subpart F and PFIC issues for Australian group partly owned by U.S. investors.
    • Structured investment in Canadian auto parts manufacturer.
    • Developed foreign licensing structures for U.S. owners of IP.
    • Advised multi-investor, multijurisdictional group planning film syndicate on entity formation and tax treaty issues.
    • Advised U.S. manufacturer opening foreign branches on tax treaty issues.
    • Restructuring companies with foreign parent corporations to have U.S. parent corporations.

    Inbound

    • Fee structuring for private Hong Kong investment bank.
    • Developed U.S. corporate structure for U.K. software company.
    • Advised Swiss investor group on U.S. film projects.
    • Advised Andorran/French investor group on U.S. retail product distribution plans.
    • Analyzed U.S. tax treaty permanent establishment issues for Finnish and Danish manufacturers of large-scale equipment installations.
    • Assisting Armenian investor in U.S. music publisher in developing joint venture structure.
    • Advised Philippines-based and French investor groups in FIRPTA issues for U.S. real estate.
    • Arranged Netherlands Antilles entity's conversion to U.S. corporation.
    • Advised in withholding agent disputes/planning for transactions in the British Virgin Islands, Germany, the Netherlands and other jurisdictions.
    • Residency planning for Australian, Chilean, and U.K. individuals.
    • Converted French SARL into French SNC.

     

    Honors & Awards

    Publications

    Co-Author, "Borrowing on Margin Treated as Unrelated Debt-Financed Income," Taxation of Exempts, May/June 2010 (with K. Kerry).

    Co-Author, "IRS Issues Notice 2010-41 Outlining Regulations to be Issued that will Treat Domestic Partnerships as Foreign Partnerships under the Controlled Foreign Corporation Rules," Practical International Tax Strategies, Volume 14, No. 9, May 2010.

    Co-Author, "IRS Continues Push Against Perceived Abuses in the International Arena by Redemptions through Controlled Corporations," Practical U.S./International Tax Strategies, Volume 14, No. 3, February 2010.

    Author, "IRS Ruling Illustrates Neighborhood Land Rule," Real Estate Taxation, 1st Quarter 2010.  

    Co-Author, "IRS Permits Debt Treatment for Trust Preferred Securities with "Significantly More" Equity Characteristics," Practical U.S./International Tax Strategies, Volume 9, No. 9, September 2009.

    Co-Author, "UBIT and Privately Funded Scientific Research," Taxation of Exempts, July/August 2009.

    Co-Author, "Obama Administration Takes Aim at Inversion Transactions with Enhanced Surrogate Foreign Corporation Rules," Practical U.S./International Tax Strategies, Volume 13, No. 10, May 2009.

    Co-Author, "New Markets Tax Credits Stimulate Community Development," Taxation of Exempts, September/October 2008.  

    Author, "UBIT Developments for 2007," Taxation of Exempts, March/April 2008.

    "Major Changes for Exempt Organizations in the Pension Protection Act of 2006," Journal of Taxation, Volume 106, No. 1, January 2007.

    "Internal Revenue Service Issues Guidance Regarding Participation by Tax-Exempt Organizations in Low-Income Housing Tax Credit Projects," Real Estate Finance Journal, Winter 2007.

    "Leasing and the Feeder Organization Rules," Taxation of Exempts, Volume 19, No. 3, November/December 2007.

    Memberships & Activities

    Member, New York State Bar Association.

    Speaking Engagements

    "What CFOs Need to Know About the Impact of President Obama's Offshore Tax Avoidance Proposal," May 8, 2009.