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Kenneth L. Harris

Ken’s practice is primarily devoted to advising corporations (public and privately held), partnerships and individuals on federal and state tax controversies and transactional tax planning matters. Ken’s controversy practice involves representation of corporations, individuals and trusts and estates in every phase of the administrative and judicial tax controversy process, with particular focus on assisting clients in formulating audit strategies and effectively dealing with the IRS and other taxing authorities, including preparing responses to, and where appropriate, contesting IDRs and administrative summonses, requesting field service, technical advice and private letter rulings, and advocating and negotiating for clients before IRS Appeals. Ken has also been engaged on numerous occasions to provide consulting and expert witness services in tax-related litigation matters.

Ken has extensive experience in structuring, negotiating and implementing tax efficient solutions for his client’s transactional and general business needs. He has represented clients in a broad range of tax planning matters, including acquisitions and dispositions (tax-free reorganizations, joint ventures, spin-offs, split-offs and related business combinations and dispositions), business formation transactions and internal restructurings, cross-border transactions and international tax planning, real estate acquisitions and dispositions (including like-kind exchange transactions), and partnership and S corporation planning.

Ken is the co-author of the Standards of Tax Practice (6th ed. 2004), a leading treatise in the field of tax ethics. In addition, for more than 10 years, Ken has taught the tax practice/ethics course as an adjunct professor of law at Northwestern University Law School. Ken was elected in 2006 as a Fellow to the American College of Tax Counsel. Ken has also been recognized as a leader in Chambers USA: America’s Leading Lawyers in Business (recommended in “Tax”) and The Best Lawyers in America since 2006, was included in the Leading Lawyers Network (Tax Law: Business), was recommended in The Legal 500 United States 2014, and has been selected by his peers for inclusion in Illinois Super Lawyers 2014 edition.

Ken received his J.D. degree in 1985 from University of Chicago Law School and his LL.M. in Taxation from NYU School of Law in 1988, where he was a graduate editor of the Tax Law Review. Ken received his B.A. degree from Hamilton College, where he graduated Summa Cum Laude and was elected to Phi Beta Kappa.

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RELEVANT EXPERIENCE

  • Represented corporate taxpayer in IRS Appeals with respect to $100 million worthless stock and bad debt deductions, resulting in successful mediation with the IRS
  • Represented world class boxing champion in IRS Appeals with respect to audit of substantial loss deductions, resulting in full concession of the asserted deficiency by the IRS
  • Represented corporate taxpayer in successfully defending against IRS challenge to deductibility of several hundred million dollar settlement payment arising out of financial institution failure
  • Represented corporate taxpayer in IRS Appeals in achieving successful settlement of material issues involving excess loss account adjustments, capitalization issues, deductibility of investment banking fees and asserted negligence and substantial understatement penalties
  • Represented taxpayer before IRS with respect to audit of constructive dividend adjustments, resulting in full IRS concession
  • Acted as principal tax counsel to Fortune 100 company in multibillion spinoff and subsequent tax free merger transaction
  • Acted as principal corporate and tax counsel to privately held joint venture in structuring sale of $40 million transportation logistics business
  • Acted as principal tax counsel for publicly held packaging corporation in structuring a series of strategic acquisitions of industry targets
  • Acted as principal tax counsel in advising Fortune 100 company with respect to tax structuring of settlement arising out of alleged securities violation by   company executives
  • Acted as corporate and tax counsel to publicly held corporation in connection with $150 million joint venture
  • Advised publicly held national security company with respect to post spin-off tax planning
  • Advised Fortune 500 company on arbitration of multiple disputes arising under tax sharing agreement
  • Acted as principal tax counsel in obtaining private letter rulings from the IRS on multiple tax free spin-off and split off transactions
  • Served as expert witness in several public trials and confidential arbitration proceedings involving alleged accounting firm malpractice

PUBLICATIONS

  • Standards of Tax Practice (6th Ed. 2004) (Supplement 2006)(co-author with Professor Bernard Wolfman of Harvard Law School and J. Holden of Steptoe & Johnson, Washington, D.C.)
  • Partners and Partnerships—International Tax Aspects, Tax Management International BNA portfolio (co-author with Philip A. Stoffregen and Francis J. Wirtz, 910-2nd T.M.)
  • The Continuing Controversy Over Application of the Six-Year Limitations Period (co-author, with Burton Litwin) Journal of Passthrough Entities, pp. 41-48 (May-June 2011)
  • Recent Decisions Find Extended Six-Year Limitations Period Not Triggered by Basis Overstatements (co-author, with Burton Litwin), Journal of Passthrough Entities, pp. 7-10 (September-October 2009)
  • Reliance on Prior Audit Treatment as a Penalty Defense (co-author, with Burton Litwin), Journal of Passthrough Entities, pp. 11-14 (May-June 2009)
  • Congress Acts to Align Tax Preparer’s and Taxpayer’s Reporting Standards (co-author, with Burton Litwin), Journal of Passthrough Entities, pp. 13-16 (January-February 2009)
  • The Economic Substance Doctrine in the Federal Tax Law: Understanding When and How it Should Apply, 64th New York University Tax Institute, ch. 27 (2006)
  • C Corporation Conversions and the Purging of Earnings and Profits under the New Dividend Tax Rates, 1 Journal of Taxation of Corporate Transactions 5 ( September–October 2003)
  • The Use of Partnerships and Disregarded Entities in the Consolidated Return Context (co-author, with Kathleen Salzer), 2 Journal of Taxation of Corporate Transactions 41 (October-November 2003)
  • Using Partnerships to Satisfy the Active Trade or Business Requirement in Spin-Off Transactions, 1 Journal of Taxation of Corporate Transactions 9 (2002)
  • Enron, Corporate Tax Shelters and Professional Judgment(co-author, with Bernard Wolfman), 1 Journal of Corporate Transactions 15 (May-June 2002)
  •  Should There be a Form “Consistency” Requirement? Danielson Revisited, 78 Taxes 88 (2000)
  • Limiting Liability Within the LLC: Another Reason to Choose Delaware? (co-author, with Andrea M. Despotes), 5 Journal of Limited Liability Companies (Winter 1998)
  • Assessing the Long-Awaited LLC Classification Guidelines (co-author, with Francis J. Wirtz), 73 Taxes 51 (1995)
  • Corporate Governance, Limited Liability Companies and the IRS’s View of Centralized Management (co-author, with Francis J. Wirtz), 71 Taxes 225 (1993)
  • Tax Classification of the One Member Limited Liability Company, 53 Tax Notes 1829 (1993)
  • Tax Classification of the Limited Liability Company in Limited Liability Companies: Formation, Operation, and Conversion (co-author, with Francis J. Wirtz) (Robert W. Wood ed., 1993)
  • Balancing the Lawyer’s Duty of Confidentiality to the Client and the Duty to Disclose Under Code §6050I: Lessons from U.S. v. Goldberg & Dubin, 16 Review of Taxation of Individuals 178 (1992)
  • The Emerging Use of the Limited Liability Company (co-author, with Francis J. Wirtz), 70 Taxes 377 (1992)
  • Using the S Corporation in Special Situations and Current Planning Techniques Under TRA-86 in S Corporations (IICLE 1992 ed.)
  • Has the Tax Court Endorsed Special Allocations under Code §902?: Vulcan v. Commissioner, 20 Tax Management Int’l J. - (1991)
  • The Interplay Between the Partnership and the International Tax Rules in the Internal Revenue Code: Revenue Ruling 91-32, 20 Tax Management Int’l J. 345 (1991)
  • Classification of Foreign Entities Under the U.S. Tax Laws: The European Economic Interest Groupings, 20 Tax Management Int’l J. 198 (1991)
  • Resolving Questionable Positions a Client’s Tax Return: An Analysis of the Revised §6694(a) Standard, 47 Tax Notes 971 (1990)
  • On Requiring the Correction of Error under the Federal Tax Laws, 42 Tax Lawyer 515 (1989)

SPEAKING ENGAGEMENTS

Ken has been a frequent speaker at tax conferences across the United States, including the University of Chicago Tax Conference, the NYU Institute on Federal Taxation, Tax Executives Institute, Chicago-Kent College of Law Annual Tax Conference, American Bar Association Section of Taxation, The Chicago Tax Club, the William & Mary Tax Institute, the Mississippi Tax Institute, the Philadelphia Bar Association Tax Conference and the Illinois CPA Society and Foundation Annual Tax Conference.