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Legal

BRB Risk Jobs Board — Assistant Compliance Counsel (Crowell)


In this BRB jobs update, I’m pleased to highlight an opening at Crowell: “Assistant Compliance Counsel” —

  • The Assistant Compliance Counsel is responsible for providing compliance-related legal advice to the firm, and assisting management with administering the firm-wide Compliance Program.
  • The Assistant Compliance Counsel works within the Office of the General Counsel to address the firm’s compliance with applicable regulatory and statutory requirements in each of the jurisdictions in which the firm operates, and other jurisdictions as necessary.
  • The Assistant Compliance Counsel collaborates with firm attorneys and members of the professional staff to research and advise on legal compliance issues, conduct risk assessments, develop related policies and procedures, devise and conduct trainings, investigate potential violations, and audit the firm’s compliance with applicable policies and regulatory requirements.

Job Responsibilities:

  • Assist in developing, administering, and monitoring the firm-wide Compliance Program to minimize and manage risk.
  • Conduct legal research on compliance obligations, and deliver written or oral presentations on conclusions and recommendations.
  • Assess existing firm policies and procedures and recommend enhancements, including procedures regarding third party screening, reporting obligations, information governance, data privacy, cybersecurity, and others.
  • Draft compliance trainings on selected topics, and effectively deliver such training to firm personnel.
  • Assist with audits of the firm’s compliance with certain policies and procedures and recommend corrective action where appropriate.
  • Assist in responding to compliance-related requests from third parties, and participate in calls with firm clients to negotiate and resolve issues.
  • Assist in devising and implementing risk assessments across key areas.
  • Assist in investigating reports of breaches of laws, regulations, or firm policies.
  • Identify means to collect data related to compliance effectiveness, and ways to use that data to enhance controls and other compliance efforts.
  • Stay current with compliance program best practices and developments in risk management.
  • Conduct outreach and education efforts in firm offices to enhance the visibility and effectiveness of the Compliance Program.
  • Assist the Office of the General Counsel with providing legal support and advice to the firm.


Qualifications

Requirements:

  • Knowledge, Skills and Abilities
    • Demonstrated ability to communicate effectively in writing and verbally with lawyers and staff at all levels.
    • Demonstrated ability to deliver effective presentations to both small and large audiences, including the ability to explain complicated material in a concise manner.
    • Proven skills in analyzing legal precedent, applicable regulatory schemes, contractual obligations, and related information, and applying critical and creative analytical skills to develop solutions to complex problems.
    • Demonstrated writing skills, including the ability to draft legal analyses, compliance policies, procedures, and related training materials.
    • Demonstrated ability to develop an effective plan for achieving objectives with appropriate milestones for executing the plan.
    • Ability to adapt to changing priorities and a wide variety of legal issues, while maintaining productivity and managing workload.
    • Demonstrated ability to take initiative and work independently and effectively with others in a collaborative team environment to accomplish assigned projects.
    • Ability to represent the firm with honesty, integrity, and professionalism.
    • Legal experience with one or more of the following major regulatory schemes in the US, EU, or UK: anti-money laundering; sanctions; data privacy; anti-corruption; employment. Equivalent experience with other legal regulatory issues will be considered in lieu of one of these areas.
  • Education
    • The position requires a Juris Doctor.
  • Experience
    • The position requires a minimum of three (3) years of legal experience, preferably in an Am Law 100 law firm, during which knowledge, skills and abilities relevant to the position were attained. Experience devising or implementing compliance policies and procedures strongly preferred.

See the complete job posting for more details on the job requirements and to apply for this position.

Learn more about working at the firm on their careers page.

 

And if you’re interested in seeing your firm’s listings here, please feel free to reach out…



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Finance and Pharma — Drug Company Calls Clerk-driven DQ Motion Misguided, Investment Bank Beats Conflicts Allegation, Lawyer Conflict Considered


“Prosecutors Ask Judge to Question Charlie Javice Lawyer Over Alleged Conflict” —

  • “Federal prosecutors are asking a judge to investigate whether or not an attorney for Charlie Javice, the founder of the student loan fintech start-up Frank, may have a conflict of interest, given that he represented her in a prior investigation unrelated to her pending fraud case.”
  • “David Siegal of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo is not accused of wrongdoing, according to the U.S. Attorney’s Office for the Southern District of New York. But prosecutors do want the judge to bar Siegal from cross-examining witnesses or making arguments relating to matters in which he was personally involved.”
  • “The case is before U.S. District Court Judge Alvin Hellerstein of the Southern District of New York. Prosecutors claim Javice willfully misled JPMorganChase into acquiring her start-up for $175 million. She has pleaded not guilty.”
  • “Prior to starting Frank—a student financial aid start-up—Javice was employed by JPMorganChase, where multiple colleagues accused her of misconduct unrelated to her federal indictment. Javice was twice interviewed by investigators at Morgan, and Siegal represented her in connection with that investigation and questioning. The alleged misconduct included misuse of corporate credit cards for personal use,and use of personal emails and devices for business purposes.”
  • “While Siegal at that point turned over some of Javice’s texts to Morgan investigators, prosecutors say they now know her messages contained significantly more responsive communications—including about the alleged fraud on J.P. Morgan. Prosecutors say they intend to present some of those communications at trial and claim Javice caused Siegal to convey false information as part of his representation.”
  • “Though they do not seek to disqualify him, prosecutors ask Hellerstein to hold a Curcio hearing, to address any potential conflicts that may arise as a sworn or unsworn witness at trial. Meanwhile, Javice is seeking to sever her case from her co-defendant and former colleague Olivier Amar, claiming they have antagonistic defenses and that he will turn on her.”
  • “Prosecutors oppose the motion, saying the request identifies no prejudice and is unsupported to warrant such a request so soon before trial.”

“Drug Co. Wants To Keep Judge On Alopecia IP Case” —

  • “The developer behind an Eli Lilly & Co. alopecia drug has called allegations the company’s lawyers deliberately hired a New Jersey federal judge’s former law clerk both ‘low and baseless’ and a ‘transparent attempt to remove the judge who decided against it.’”
  • “In a response filed Tuesday, drug developer Incyte Corp. minimized the involvement of an unnamed Gibbons PC associate in a patent case Incyte has been litigating since last year against Mumbai, India-based generic Sun Pharmaceutical Industries. Incyte licenses its patents to Eli Lilly, which markets the alopecia drug Olumiant, and filed suit to stop the release of a competing alopecia drug from Sun, called Leqselvi. Lilly, however, is not involved in the case.”
  • “The case had been reassigned to New Jersey’s U.S. District Judge Julien Neals in August, and earlier this year, Sun filed a bid to disqualify him, claiming that Gibbons had hired one of the judge’s former law clerks who had been involved in the case while working for the judge. Since filing the suit last June, Incyte has been represented both by lawyers at Gibbons and Finnegan Henderson Farabow Garrett & Dunner LLP.”
  • “The clerk that Gibbons hired, according to the filings, had been working for Judge Neals when he was considering blocking Sun from launching its rival hair loss product until the end of Incyte’s patent case, something he decided to do last November. At a September preliminary injunction hearing, the ‘former clerk occupied a prominent position’ and was ‘sitting nearly parallel with’ the judge, Sun says.”
  • “Incyte presented a different view of the clerk’s involvement in the case before the clerk was hired by Gibbons. ‘The former law clerk merely attended, as an observer, a single status conference and technology tutorial, just days before he left his clerkship,’ counters Incyte.”
  • “‘After the case was reassigned to Judge Neals, the former law clerk — who was in the final month of his clerkship — did not assist Judge Neals with deciding the preliminary injunction motion and did not substantively work on the case,’ says the drug developer. The clerk’s only involvement in the patent case since working at Gibbons was assisting ‘one of his colleagues over the Thanksgiving holiday with preparing a joint motion to seal,’ which had been put in front of U.S. Magistrate Judge James Clark, not Judge Neals, notes Incyte. “
  • “The company sees the move from Sun as ‘a transparent attempt to remove the judge who decided against it’ in the injunction battle, per the response.”

“Goldman Sachs Secures Dismissal of Celebrity Manager’s Lawsuit Over Failed Deal” —

  • “Sullivan & Cromwell beat back a celebrity business manager’s claims that Goldman Sachs breached an alleged fiduciary duty by helping an affiliate lock down a $7 billion private equity sale, while advising the management firm on a proposed, rival transaction.”
  • “In dismissing the fraud case against Goldman Sachs, Justice Margaret Chan of the New York County Supreme Court said the KSFB Management LLC, whose principals have reportedly provided business management services for Beyoncé and Drake, hadn’t plausibly shown it was owed a fiduciary relationship by Goldman Sachs. KSFB was represented by Quinn Emanuel Urquhart & Sullivan.”
  • “The justice pointed to a Jan. 2023 letter through which KSFB engaged Goldman Sachs to pursue a joint sale with Focus Financial Partners LLC, which later abandoned the deal in favor of a multibillion-dollar acquisition. In the letter, KSFB agreed that ‘potential conflicts of interest’ may arise as Goldman was also advising Focus, and that the interests of KSFB and Focus ‘may not always be aligned,’ according to the decision.”
  • “‘These are not, as KSFB suggests, mere boilerplate disclaimers. To the contrary, construed in the entire Engagement Letter, these representations contemplated the exact conflict at the center of KSFB’s claims,’ Chan said on Thursday.”
  • “The justice added that, regardless of the letter, the breach of fiduciary duty claim was insufficiently pleaded. The breach claim relies on the ‘bald and unsupported assertion’ that Goldman Sachs was charged with seeking a deal in KSFB’s best interests, Chan said.”
  • “The lawsuit concerned two transactions that were pursued in 2022, an unrealized joint sale between KSFB and Focus of Focus subsidiary, NKSFB, and Focus’ later sale to Clayton Dubilier & Rice LLC. However, the relationship between KSFB and Focus dates back years, as KSFB provides management services to NKSFB, with KSFB claiming that its management has allowed NKSFB to flourish.”
  • “In a complaint filed against Goldman Sachs and Focus, KSFB claimed that Focus pushed a potential joint sale of NKSFB to prevent KSFB from abandoning NKSFB while Focus pursued a potential sale to Clayton Dubilier & Rice. As part of that joint sale, KSFB retained Goldman Sachs as an adviser, even though the bank was also advising Focus, and signed a three-way non-disclosure agreement, according to Chan’s decision.”
  • “But Chan dismissed the complaint wholesale, finding that KSFB much of the suit relied on an alleged fiduciary duty that the company failed to allege existed on Goldman Sachs’ or Focus’ part.”



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Can the IRS Collect When the IRS Owes the Taxpayer? – Houston Tax Attorneys


The federal tax system provides various procedural safeguards to protect taxpayers while ensuring efficient tax collection. These protections become particularly important when taxpayers face immediate collection actions while simultaneously pursuing tax credits or refunds that could eliminate their tax debt.

Many businesses have recently found themselves in this situation after filing amended returns to claim COVID-relief tax credits. In these employee retention tax credit cases, the IRS owes the taxpayer for several tax periods, but the taxpayer may owes the IRS these or other tax periods. The question arises: can taxpayers prevent the IRS from collecting while their credit claims are being processed? What if the IRS is just inept and doesn’t do its assigned job function to process the tax returns showing the credits? Should that play into this issue to the taxpayer’s detriment?

The recent case of Peoplease, LLC v. Commissioner, T.C. Memo. 2025-21, provides an opportunity to consider this situation.

Facts & Procedural History

The taxpayer in this case owed employment tax liabilities for Form 941 taxes for the quarterly tax period ending December 31, 2021. By late 2023, their outstanding liability had grown to over $11.2 million. After receiving notices about their unpaid tax debts, the IRS moved forward with collection actions by issuing a Final Notice of Intent to Levy.

The taxpayer responded by requesting a hearing through the IRS Office of Appeals, where their tax attorney explained they had submitted Form 941-X claiming the Employee Retention Tax Credit. When investigating this claim, the Appeals Officer discovered additional documentation was needed. Despite multiple requests for this information through the tax litigation process, the taxpayer never responded, ultimately leading to a determination sustaining the levy action.

Collection Due Process Rights Under Section 6330

Section 6330 of the tax code establishes the foundation for taxpayer rights during collections. This section requires the IRS to notify taxpayers of their right to a hearing before proceeding with levy actions. The statute outlines specific requirements about notification timing, hearing procedures, and permissible issues that can be raised during these proceedings.

Taxpayers who owe back taxes to the IRS understand all too well that these hearings serve as a critical checkpoint in the collection process. While these hearings can provide a remedy in some circumstances, they are not a complete remedy. The code specifically details what issues may be raised, including appropriateness of collection actions, collection alternatives, and challenges to the underlying liability in certain circumstances.

Limitations on Tax Court Authority in Collection Cases

When taxpayers pursue tax litigation involving collection disputes, they must understand the boundaries of Tax Court jurisdiction. The court’s authority stems directly from Section 6330(d), which provides specific parameters for reviewing collection determinations. This is particularly important when it comes to tax attributes, such as tax credits, from other periods.

The tax code establishes strict requirements for claiming and verifying tax credits. These requirements are particularly important when taxpayers attempt to use pending credit claims to affect ongoing collection actions. Understanding how the IRS processes credit claims helps explain why unprocessed claims cannot halt collection activities.

The Employee Retention Credit and Jurisdiction

The Employee Retention Credit presents a unique challenge in CDP cases. The Tax Court in Peoplease addressed this issue head-on, making two critical determinations about ERTC claims in the collection context.

First, the court emphasized that it lacks jurisdiction in CDP cases to determine overpayments or credits from other tax periods. This jurisdictional limitation means that even if a taxpayer has potentially valid ERTC claims for other quarters that might satisfy the liability under collection, these claims cannot prevent current collection action.

Second, and perhaps more importantly, the court held that unprocessed credit claims do not constitute “available credits” that can be considered in determining whether a tax liability remains unpaid. The taxpayer had argued that its submitted ERTC claims for other quarters would ultimately resolve the liability at issue. However, the court rejected this argument, holding that mere claims for credit – even substantial ones – cannot be used to challenge the appropriateness of collection actions. This aligns with the longstanding principle from Weber v. Commissioner that potential future credits or refunds cannot serve as a basis for halting current collections.

What this misses is that the IRS is, admittedly, not processing ERTC claims. It has a statutory obligation to do so, but has administratively decided not to fulfill its delegated government obligation to process these returns. So unfortunately, with the tax court holding, the answer is that the IRS apparently can simply refuse to follow the law that requires it to process tax returns, and at the same time pursue taxpayers for collections in other periods even when the net balance is actually owed to the taxpayer and not the IRS.

The Takeaway

This case explains that taxpayers cannot rely on unprocessed credit claims, even potentially substantial ones, to prevent IRS collection actions. This principle applies broadly to all types of credit claims, including the Employee Retention Tax Credit–but it is particularly problematic for ERTCs. This does not mean that the extension of time that the CDP hearing provides is not helpful. But for taxpayers facing collection while awaiting credit processing, pursuing immediate collection alternatives may provide a more achievable remedy given this case.

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BRB Risk Jobs Board — Conflicts Attorney (Perkins Coie)


In this BRB jobs update, I’m pleased to highlight an opening at Perkins Coie: “Conflicts Attorney” —

  • Perkins Coie is looking for a dynamic, qualified individual to fill a Conflicts Attorney position performing conflicts analysis on new business and firm lateral hires, and advising firm lawyers on conflicts of interest issues.
  • The Conflicts Attorney will independently review, research, and resolve conflicts issues related to firm new business and staff personnel and ensure compliance with ethical standards in all jurisdictions as well as firm policies. 
  • For purposes of complying with Export Control laws, candidates must be U.S. citizens or lawful permanent residents to apply.

Essential Functions

These essential functions are primary job duties that incumbents must be able to perform unassisted or with some reasonable accommodation.

  • Analyze conflicts of interest on new business and firm lateral hires. Resolve issues that arise in such matters, including when drafting waivers/consents and advising on ethical issues relating to withdrawal and screening.
  • Act as a legal advisor to firm lawyers on conflicts of interest issues.
  • Perform legal research and prepare legal memoranda in response to requests from the General Counsel, firm lawyers, managers, and various firm committees.
  • Assist management in handling sensitive and confidential issues related to practice management and firm ethics. Provide training on conflict issues.
  • Analyze complex factual situations and spot issues where problems might occur.
  • Draft complex waivers/consents, engagement letters, and joint representation letters in final format.
  • Negotiate between lawyers in resolving disputes over conflicts and waivers.
  • Other related legal work as needed.

Specific Skills Required

  • Knowledge of the Rules of Professional Conduct and their application to the practice of law.
  • Solid understanding of jurisdictional differences in the application of different rules and principles in making a choice of law analysis.
  • Effectively cope with change; can decide and act without having the total picture.
  • Thorough understanding of a wide range of areas of law, including being able to identify the roles of parties in matters, and possess a solid understanding of business organizations and financing concepts as well as litigation principles and procedures, such as depositions, subpoenas, roles of codefendants and comparative fault.
  • Strong legal research and writing skills, including the ability to compile and analyze complex data and furnish detailed information clearly and concisely.
  • Strong eye for detail and critical thinking skills; ability to spot problems and propose creative solutions.
  • Project management skills, including the ability to spot issues, manage time well, prioritize effectively, adapt to quick changes and handle multiple deadlines.
  • Ability to work with minimal supervision.
  • Ability to collaborate with others within the department and firm.
  • Well-developed and professional interpersonal skills; ability to interact and communicate effectively with people at all organizational levels of the firm, both orally and in writing, consistent with communication best practices.
  • Proficiency with MS Office.

Specific Skills Preferred

  • Understanding of litigation practice and working knowledge of law firm processes. Ability to detect procedural problems and determine appropriate relationships. Relevant knowledge/familiarity with Intapp products (Conflicts, Intake, Walls, Terms) and Elite 3E.

Education and Experience

Qualified candidates must have a Juris Doctorate and a minimum of 3 years of practice experience. Need to be an active member in good standing in any jurisdiction and have a strong working knowledge of relevant topics, legal issues, and the rules governing professional responsibility. The candidate will also be able to provide demonstrated success in a stressful environment.

See the complete job posting for more details on the job requirements and to apply for this position.

Learn more about working at the firm on their careers page.

 

And if you’re interested in seeing your firm’s listings here, please feel free to reach out…



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DQ Denied, Deepseek Denied — Firm Avoids “Side-switching” DQ in Casino Clash, Law Firm AI Adoption Apprehension


“Fox Rothschild Blocks DeepSeek’s AI Model for Attorney Use” —

  • “Fox Rothschild LLP blocked its lawyers from accessing tools from DeepSeek, the Chinese artificial intelligence startup, citing concerns about the privacy risks it may pose to client data.”
  • “The swift action comes as other Big Law firms, such as Polsinelli and Wilson Sonsini Goodrich & Rosati, are responding to the rapid development of generative artificial intelligence by implementing guardrails on their lawyers’ use of new technology.”
  • “Fox Rothschild’s 900-plus attorneys use AI tools and, like many other firms, it doesn’t generally bar its lawyers from using ChatGPT, although it imposes restrictions on the use of AI with client data, Mark G. McCreary, the firm’s chief artificial intelligence and information security officer, said. But DeepSeek, launched by a Chinese investor, poses unique security challenges.”
  • “‘It’s one thing to have a risk that somebody makes a mistake with ChatGPT,’ McCreary said. ‘It’s a completely different risk for someone to make a mistake with China.’”
  • “McCreary, who chairs Fox Rothchild’s artificial intelligence practice and co-chairs its privacy and data security practice, said it was prudent to ban the app while details are still emerging, like how and where DeepSeek stores data.”
  • “DeepSeek in its privacy terms says it collects and stores data in servers in China, Bloomberg News reported. ‘Hundreds’ of companies are working to block DeepSeek, whose AI chatbot recently rocketed to the top of Apple Store app downloads.”
  • “A data breach this week illustrates further security concerns with DeepSeek, aside from the technology’s national origin, McCreary said. The cloud security company Wiz on Wednesday revealed it had discovered chat data and ‘highly sensitive information’ from DeepSeek on a public platform.”
  • “AI concerns aren’t limited to Wilson Sonsini’s own use of new models, Datesh said. Vendors that law firms use rely on AI models on the back end and there could be an issue if those vendors switch from a known entity like ChatGPT to DeepSeek’s R1, she said.”
  • “‘We expect them to kind of make sure that they’re alerting us when LLMs are changing that are not on our approved LLM list,’ Datesh said about vendors.”
  • “Vendor concerns are less acute with the legal world’s leading technology tools, because the companies that make them understand that the protection of law firm data is integral to their ability to retain customers, McCreary said.”
  • “‘I’m not real worried about somebody deciding they’re gonna save some money and go use DeepSeek,’ he said.”

See also: “DeepSeek data breach: A grim warning for AI security”

“DC Judge Declines To DQ Jenner & Block In Casino Dispute” —

  • “A D.C. federal judge on Wednesday [1/22] rejected a bid from three Native American tribes to disqualify Jenner & Block LLP from a lawsuit that seeks to block the operation of a new casino in Oregon.”
  • “The Cow Creek Band of Umpqua Tribe of Indians, Karuk Tribe and Tolowa Dee-ni’ Nation had accused the firm of switching sides by representing the Coquille Indian Tribe in the D.C. litigation, having previously advised the three tribes in connection with the challenged casino. But U.S. District Judge Amit P. Mehta ruled during a hearing that no such attorney-client relationship was ever established, so Jenner & Block is free to represent the Coquille tribe.”
  • “The concurrent disqualification clash centered on Jenner & Block’s prior dealings with the plaintiff tribes.”
  • “The three tribes alleged in a disqualification motion that Jenner & Block attorneys, including partner Keith Harper, had represented them in 2022 in connection with their opposition to the planned Medford casino. Allowing the firm and Harper to now represent their opponent would ‘give Coquille an ‘unfair advantage,” the tribes said.”
  • “The Coquille tribe, on the other hand, contended in court filings that Jenner & Block’s discussions with the plaintiff tribes ‘were part of a business-development effort that never progressed to an attorney-client relationship.’”
  • “Judge Mehta agreed Wednesday, finding that an attorney-client relationship never existed.”



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Clients and Conflicts — Firm Fights Disqualification in Discrimination Suit, Cannabis Conflicts Clash, Client Fraud Finding


“Law Firms Caught Up in Litigation Over Cannabis Grower’s Troubles” —

  • “A battle is intensifying between law firms connected to an insolvent New Jersey cannabis cultivator known as the Harmony Foundation. Two law firms, Lowenstein Sandler of Roseland, New Jersey and Cyrulnik Fattaruso of New York, are accused of legal malpractice in a suit filed Tuesday by a trustee for Harmony Foundation. The suit claims the two firms have a conflict of interest because they simultaneously represented Harmony and Jeshayahu Brodchandel, who allegedly sought to gain control of over the cannabis company.”
  • “The latest suit, filed by Greg Trif of Trif & Modugno in Morristown, New Jersey, also names attorneys Peter Slocum and Christopher Porrino of Lowenstein Sandler and Jason Cyrulnik of Cyrulnik Fattaruso as defendants, along with Brodchandel and others. The filing comes on the heels of another, filed in November 2024, in which Lowenstein Sandler alleges that Trif & Modugno and partner Louis A. Modugno drove Harmony Foundation into insolvency and receivership.”
  • “Harmony Foundation started out as a grower and seller of cannabis, and Brodchandel was one of its partners, according to the latest suit. Its dispensary in Secaucus closed in 2023 after the state revoked Harmony’s cultivating and manufacturing licenses due to unpaid fees. Brodchandel sought to squeeze out other investors who put up millions of dollars to make the operation grow, the suit alleges.”
  • “The latest suit alleges that Brodchandel retained Lowenstein in 2020, and the firm, ‘in exchange for millions of dollars in fees, disregarded the Rules of Professional Conduct, deployed their unchecked attorneys, and touted alleged political influence to enable and aid Brodchandel in his unsuccessful attempt to seize control and ownership of Harmony to the company’s significant detriment.’”
  • “The suit also alleges that Brodchandel sought to convert Harmony from a nonprofit to a for-profit entity, but a company that invested a large sum of money in Harmony, Secaucus Investors, ‘uncovered and then thwarted Brodchandel’s plot by securing an order enjoining Harmony from effectuating the conversion, thereby preventing Brodchandel and the Lowenstein Defendants from completing the final step of Brodchandel’s subversion of Harmony’s assets.’”
  • “According to the suit, Lowenstein’s attorneys advanced Brodchandel’s interests in the name of Harmony, ‘despite the non-waivable conflict that prohibited their dual representation.’ That allegedly left Brodchandel unchecked to cause great harm to Harmony and its assets through self dealing, wasting its assets, mismanaging it, breaching his fiduciary duties and ‘effectuating his scheme to seize harm to Harmony and its assets through countless misdeeds for himself and his co-conspirators,’ the suit asserts.”
  • “Kevin Marino of Marino, Tortorella & Boyle in Chatham, New Jersey represents Lowenstein Sandler, Slocum and Porrino in connection with the suit by Harmony Foundation. Marino said in an email, ‘this is a frivolous complaint filed by a disgruntled litigation adversary. It was filed in response to our lawsuit against that same adversary for the payment of legal fees. We will seek to collect the full amount of our unpaid legal fees as well as the costs incurred in defending against this meritless and obviously retaliatory claim.’”
  • “In November 2024, Lowenstein sued Harmony Foundation, Trif & Modugno and others in an attempt to recoup $766,276 in unpaid legal fees. Lowenstein was retained to defend a hostile takeover lawsuit initiated by Harmony’s lender, Secaucus Investors.”

“Connell Foley Fights DQ Bid In Investment Firm’s Bias Suit” —

  • “A group of current and former New Jersey state officials blasted a motion to disqualify their counsel at Connell Foley LLP in a discrimination suit from a Black-owned investment firm in New Jersey federal court, calling the move a frivolous and bad faith stalling tactic.”
  • “Blueprint Capital Advisors LLC moved in December to disqualify the firm because one of its attorneys, prominent real estate attorney Elnardo Webster, allegedly represented Blueprint in the discrimination litigation before he moved to Connell Foley in 2023.”
  • “The state defendants — including New Jersey Attorney General Matthew Platkin and George Helmy, former chief of staff for Gov. Phil Murphy — however, shot down that argument in a Tuesday brief filed in a New Jersey federal court.”
  • “The disqualification motion from Blueprint and one of its owners, Jacob Walthour, concealed the fact that far from representing him, Webster had, at most, a handful of social interactions with Walthour over the timeframe in question and never provided any legal advice, the state defendants alleged.”
  • “Walthour ‘resorts to using conclusory buzzwords such as ‘mental impressions,’ ‘advice,’ and ‘confidential information’ that demonstrate his claim of a conflict is an empty one,’ the memorandum said. ‘These buzz words cannot bridge the factual gap. The law is clear that such conclusory statements are insufficient to disqualify opposing counsel,’ they added.”
  • “Blueprint claimed Webster began representing it as far back as 2016. However, the state defendants argued, and Webster himself certified, that the 2016 meeting was nothing more than a brief social interaction between Webster and Walthour that did not involve legal advice. Blueprint did not file the suit for four years after that meeting, and when it did, the case had nothing to do with Webster’s specialty of real estate.”
  • “‘Plaintiff’s suggestion that incidental social conversations with a non-litigating real estate and land use attorney who was completely unfamiliar with the status of the litigation somehow rose to the level of an ‘attorney-client relationship’ is not credible,’ the state defendants said.”
  • “Blueprint and Walthour did not respond to multiple requests from the state defendants for evidence that Webster ever represented them, and the investment firm waited for months after learning Connell Foley was representing the state defendants to file the disqualification motion, the state defendants argued.”
  • “The state defendants told the court Blueprint’s motion approached the level of sanctionable behavior, but that they chose not to pursue sanctions. They also said the disqualification bid appears to be a form of retaliation for the state of New Jersey filing a separate complaint against Blueprint and Walthour in November 2024.”
  • “The Connell Foley attorneys on the case — John Lacey and Lauren Iannaccone – have spent significant time preparing for about 40 depositions and reviewing tens of thousands of documents, the state defendants said. Disqualifying them now would require any new counsel to take months to get up to speed and delay the deposition schedule, they said.”
  • “Blueprint sued the state defendants and the investment firm BlackRock in 2020, alleging the state cast it aside for a contract and instead gave the contract, along with confidential information, to the ‘overwhelmingly white’ financial giant.”

“No Duty To Report Client Fraud” —

  • The Ethics” Advisory Panel of the Rhode Island Supreme Court opines on an attorney’s ethical obligations when learning of client fraud in a matter where the attorney did not represent the client”
    • “The inquiring attorney represented a client with a potential Social Security Disability (‘SSDI’) claim pursuant to a referral from the client’s workers’ compensation attorney. During the representation, the inquiring attorney filed an application for SSDI benefits on the client’s behalf in February 2024. The application was denied in April 2024, at which time the inquiring attorney requested reconsideration of the denial. The request for reconsideration was denied in August 2024. On September 9, 2024, the inquiring attorney filed a request for hearing, which remains pending.”
    • “The inquiring attorney reports that during this time his or her client was receiving workers’ compensation benefits. The inquiring attorney did not represent the client in the workers’ compensation matter. On November 14, 2024, the inquiring attorney learned that the client had settled the workers’ compensation matter pursuant to a settlement agreement signed in October 2024 in which the client affirmed that he or she had not applied for SSDI benefits and did not intend to become Medicare eligible within the next thirty (30) months. In response, the inquiring attorney terminated his or her representation of the client on November 15, 2024, and has not communicated with the client since.”
  • “Is there a duty to report?”
    • “The Panel’s inquiry now turns to whether Rule 3.3 imposes such a duty of disclosure on the inquiring attorney here. By its plain language, Rule 3.3 ‘governs the conduct of a lawyer who is representing a client in the proceedings of a tribunal’ or who is ‘representing a client in an ancillary proceeding conducted pursuant to the tribunal’s adjudicative authority, such as a deposition.’ Rule 3.3, Comment [1]. Thus, the existence of a proceeding is a condition precedent for the applicability of Rule 3.3. This requirement attaches even in cases where ‘[a] lawyer . . . knows that a person intends to engage, is engaging or has engaged in criminal or fraudulent conduct related to the proceeding . . . .’ Rule 3.3(b). In this case, the inquiring attorney asks whether he or she must report the false attestation the client made in the affidavit settling his or her workers’ compensation matter; however, the inquiring attorney does not now, and never did, represent the client in that case. Accordingly, the duty of candor under Rule 3.3 does not attach here.”
    • “This conclusion is supported by the Panel’s past precedents. In Rhode Island Supreme Court Ethics Advisory Panel Op. 94-19, the inquiring attorney was retained by an insurance company to file suit to suspend workers’ compensation payments to a recipient who was allegedly operating a home business. The inquiring attorney confirmed the allegation following an investigation. The inquiring attorney also learned, however, that his or her law firm provided legal services to the recipient’s home business. On this basis, the inquiring attorney sought to withdraw from both matters. He or she asked the Panel whether he or she was nonetheless obligated to inform the Workers’ Compensation Court of the fraud.”
    • “As an initial matter, the Panel agreed with the inquiring attorney’s decision to withdraw from both matters due to the evident conflict of interest. With regard to the question of the inquiring attorney’s duty of candor, the Panel determined that the inquiring attorney was under no such obligation because he or she did not represent the recipient before the Workers’ Compensation Court. The Panel noted, however, that ‘[t]he attorney’s obligation would be different if the attorney were representing the recipient in the Workers’ Compensation proceeding.’”



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BRB Risk Jobs Board — Conflict Analyst (Analysis Group)


In this BRB jobs update, I’m pleased to highlight the second of two open risk roles at Analysis Group: “Conflict Analyst” (see previously: “Conflict Attorney“) —

Longtime blog reader Deborah Hopkins, the firm’s vice president of conflicts, provides some special context about Analysis Group, and why many of our law firm risk professionals reading might be curious about what life is like in the consulting world:

  • “Analysis Group is one of the largest international economics consulting firms, with more than 1,500 professionals across 15 offices in North America, Europe, and Asia. Since 1981, we have provided expertise in economics, finance, health care analytics, and strategy to top law firms, Fortune Global 500 companies, and government agencies worldwide. Our internal experts, together with our network of affiliated experts from academia, industry, and government, offer our clients exceptional breadth and depth of expertise.”
  • “For professionals with experience in the legal industry, this is an exciting opportunity to apply your skills in a dynamic, intellectually stimulating environment. Here, you can explore how the analytical rigor, strategic thinking, and sound judgment you’ve honed in a law firm setting can drive success in high-stakes economic consulting.  Join us to collaborate on impactful projects, expand your horizons, and make a difference in a field where critical analysis and exceptional decision-making are the foundation of success.”

About the role:

  • The Conflict Analyst is responsible for assisting in the Legal Department’s risk management activities by performing business research and database content analyses designed to reduce risk.
  • This function performs conflict checks, assists in the resolution of actual or potential conflicts, and functions in a quality control role for the case intake process by confirming data and identifying key content elements of the new case or lead.
  • Responsibilities also include assistance with various projects undertaken by department leadership.

Essential Job Functions and Responsibilities:

  • Conduct due diligence and research on new cases and leads.
  • Research company information on the web, such as annual reports, news articles, corporate affiliates, product names and product information.
  • Research case information on the web using Lexis, Bloomberg Law, and federal and state court websites.
  • Accurately enter case information into Firm’s conflict database, Intapp Open.
  • Apply analytical and critical thinking skills to interpret database research results to identify and highlight potential conflict issues related to both parties and subject of the engagement.
  • Organize relevant information and prepare succinct written case summaries that effectively communicate potential issues.
  • Assist in the resolution of conflicts, which requires a high degree of contact with Managing Principals, the Firm’s
  • General Counsel and other senior staff.
  • Prepare necessary reports to submit to the Conflict Committee for review and approval of new cases and leads.
  • Ensure case, client, and related party information is comprehensive and accurate, and identify key content elements of the new case or lead that support other administrative teams.
  • Work with others in the Legal Department on engagement letter terms, and review and track engagement restrictions or agreed-upon terms to ensure compliance.
  • Identify cases that require an information screen, and coordinate with the Risk System Administrator when information screens are necessary.
  • Maintain internal case databases, run searches on internal and external document databases and systems.

Qualifications:

  • Bachelor’s degree required; paralegal certificate or JD preferred.
  • Minimum of 5 years of substantive relevant experience required.
  • An ideal candidate will have 5-8 years of substantive relevant experience.
  • Equivalent work experience in a professional service firm preferred.
  • Demonstrated ability to effectively communicate and interact with colleagues, both verbally and through written communication.
  • Excellent organizational skills.
  • Strong PC capabilities, including Microsoft Office (Word, Intermediate Excel) required. Intapp Open experience a plus.
  • Willingness to work a flexible schedule dictated by business needs.
  • Research skills required – Lexis, Bloomberg Law, Dun & Bradstreet Family Tree Finder, Pacer, CourtLink, etc.
  • An inclusive and growth-oriented mindset, strong interpersonal skills, and an ability to work across differences.
  • To the extent permitted by applicable law, eligible candidates must be authorized to work in the United States without sponsorship or restriction, now and in the future.

See the complete job posting for more details on the job requirements and to apply for this position.

Learn more about working at the firm on their careers page.

 

And if you’re interested in seeing your firm’s listings here, please feel free to reach out…



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Alleged Crimes and Riskdemeanors — Alleged Drug Kingpin Retains Potentially Conflicted Lawyer, AG Recuses Due to Conflicts Concerns, Salary Scuffle Sullies, Reputation Risk Follow Up


“Accused Mexican Drug Kingpin Retains Attorney Who Represented His ‘Turncoat’ Son” —

  • “The criminal prosecution involving the Sinaloa drug cartel has all the makings of an epic mini-series. Power! Untold riches! Dramatic arrests! Betrayal! Court battles! The latest ingredient added to the mix involves a defendant choosing to retain an attorney who represented his son when he testified against the defendant’s former partner. Need more? There’s a possibility of that same son testifying against the defendant father if the current case goes to trial.”
  • “The defendant is Ismael ‘El Mayo’ Zambada, age 76. Zambada was believed to be a co-founder and leader of the notorious Sinaloa drug cartel in Mexico, assuming control after Joaquín ‘El Chapo’ Guzmán was arrested in 2016. Guzmán was convicted in U.S. federal court in 2019 in a trial that included testimony against the druglord from Zambada’s son Vincente Zambada Niebla.”
  • “The charges against Zambada are numerous and serious. He’s accused of leading a continuing criminal enterprise for 35 years. Under his control, the Sinaloa Cartel allegedly manufactured and distributed ‘massive quantities of narcotics’ that generated billions in illegal revenue. The feds allege murders through groups of hitmen called ‘sicarios’ were common. Zambada is also alleged to be responsible for money laundering and creating corruption through bribes and intimidation.”
  • “At the very least, Zambada faces a minimum of life in prison. Given the type and number of charges against him, the death penalty is also on the table.”
  • “During a hearing in a Brooklyn federal court on Jan. 25, 2025, Zambada gave his informed consent to retain his attorney, Frank Perez, acknowledging the attorney’s previous representation of his son in the case against his former partner. It’s an interesting choice.”
  • “There’s no doubt it’s a potential conflict of interest for Perez. The prosecutors for the case have indicated Zambada Niebla will be on their list of potential witnesses. While this doesn’t guarantee he’ll be called, it sets up a situation where Perez might have to defend his current client from the testimony of his former client, who also happens to be his client’s son.”
  • “District Judge Brian Cogan didn’t try to block Zambada’s request. There’s speculation that given his advanced age and the possibility of ending up on Death Row, Zambada may opt for a plea bargain instead. The court encouraged the parties to work on an agreement before the next court date in April.”
  • “Any deal will likely find Zambada behind bars for the rest of his life. At least he won’t have to worry about attending awkward holiday gatherings with his son.”

“Attorney-general admits recusal over conflicts of interest” —

  • “The attorney-general [for England and Wales] has admitted that he has had to recuse himself ‘from certain matters’ when giving advice to the government because of potential conflicts of interest.”
  • “Lord Hermer KC, who became the government’s top law officer last July, was paid £30,000 to represent Gerry Adams against IRA bomb victims in a High Court case that is due to go to trial next year.”
  • “Sir Keir Starmer is preparing to repeal the Legacy Act, which would open the door to taxpayer-funded compensation for hundreds of Republicans including the former Sinn Fein leader.”
  • “Labour has already abandoned an appeal against a ruling by Northern Ireland’s High Court that declared that the 2023 act, which included clauses denying payouts to terrorism suspects detained without trial in the Seventies, breached human rights laws.”
  • “Hermer has refused to tell MPs whether he was involved in the decision to drop the appeal or to repeal the legislation, citing rules in the ministerial code.”
  • “The Conservatives called on Hermer to remove himself from any involvement in all cases in which he previously acted as a lawyer, including the Afghanistan inquiry where he represented Afghan families.”
  • “Hermer admitted for the first time on Monday that he has recused himself from some decisions in response to an urgent question in the House of Lords.”
  • “He told peers that there is a ‘rigorous system’ for dealing with potential conflict of interest, adding that his department will ‘always err on the side of caution’.”
  • “He said: ‘It is vital that the public are reassured that the highest standards of propriety are applied by my department and I welcome the opportunity to answer questions today.”
  • “‘As the House will be aware, I am constrained by the law officers’ convention which prohibits me from identifying particular instances in which law officer advice has been sought even by implication.”
  • “‘But I hope reassurance can be found in the description of the rigorous system for managing conflicts provided by the solicitor-general [in the Commons]. And may I make plain, if ever there is or will be reasonable doubt as to whether a law officer should be recused, my department will always err on the side of caution.’”
  • “‘I can assure the House that recusals have no material impact on my department’s work. Where one law officer is conflicted, another is asked to act instead. And I am fortunate to have the support from a solicitor-general and an advocate-general for Scotland with highly successful careers in law.’”
  • “The Cabinet Office has rejected calls for an investigation into Hermer’s potential conflicts of interest over his past clients. Sir Chris Wormald, the cabinet secretary, has written to Robert Jenrick, the shadow justice secretary, insisting that appropriate arrangements are in place.”

“Dechert sues former lawyer for alleged salary overpayment” —

  • “Dechert has sued a former senior project attorney for more than $90,000, the money that the law firm said it is still owed after a $132,250 salary overpayment.”
  • “The suit says senior project attorney Kathleen Fay continued to receive her regular salary for a 7½ month period ending in May 2024, even though she wasn’t performing billable work at that time. A temporary employment agreement in effect during that period provided that Fay would be paid only for billable work assigned to her and performed.”
  • “The agreement was reached in late September 2023 after Fay asked to remain listed on the firm’s website. Fay’s contract as a project attorney ended without an extension June 30, 2023, but she continued to be paid for three months and was offered consulting services to help with her job search, the suit says.”
  • “When Dechert discovered its mistake in mid-May 2024, it demanded its money back. Fay did not comply, the suit says.”
  • “Fay told Law.com that the suit allegations ‘are baseless and its actions are unethical.’ She worked on the firm’s product liability team for more than a decade ‘and am now a law librarian earning less than a paralegal,’ she said.”
  • “‘It is unfortunate that Dechert has chosen to remove my vested funds from my 401(k) account and to bully me in public,’ Fay told Law.com. ‘However, the equities and the law favor me and I look forward to vindicating my rights and reputation in court.’”

Above the Law updates and weighs in: “Sullivan & Cromwell Attorneys Are NOT Happy The Firm Decided To Suck Up To Trump” —

  • “Back in the day, S&C reportedly refused to represent Trump, allowing them to avoid having to trade deep-pocketed clients anxious to distance their brands from the most toxic client in America, in exchange for the honor of getting stiffed on the bill.”
  • “But this time around, corporate America appears actively interested in currying favor with the White House any way they can and a cozy relationship with Trump is not only no longer a negative, it might actually be a firm selling point. And so Sullivan & Cromwell publicly announced that it’s going to represent Trump as he challenges the hush money conviction.”
  • “Firm leadership might see this matter as an opportunity to show clients that they have Trump’s ear, which remains surprisingly pristine one for a guy who swears it was shot off by a sniper. But the decision is already alienating the firm’s attorneys.”
  • “According to one S&C attorney who purports to have spoken with multiple S&C colleagues, the mood is that everyone is ‘upset with the announcement that we’ll be representing Trump.’ Another notes that it will ‘likely to grow into a morale drain among associates.’”
  • “And while there may be general dismay with representing Trump as a person, for one S&C lawyer it’s less about the client than that client’s history of forcing his lawyers to publicly debase themselves by litigating cases his way.”
  • “‘It does not appear that we are treating this like a normal S&C appeal where we stay quiet and do great legal work. To have the head of the Firm talking about D.A. Bragg ‘target[ing]’ President Trump is completely antithetical to anything I have experienced in my time at the Firm before. I had always been proud that we emphasize precision and accuracy in what we say—eschewing exaggerations, hyperbole and personal attacks. Very alienating to see senior management abandoning that.’”
  • “S&C pays market and provides matching bonuses so they’ll not find themselves bereft of talent right away. But when the next up-and-coming talent weighs their summer offers or a thriving associate gets a call from a recruiter… are they going to be interested in a career with Roy Cohn Lite, LLP or somewhere else?”



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IRS Changes Notice Requirement for Listed Transactions – Houston Tax Attorneys


When a taxpayer files a tax return reporting their income, the IRS gains insight into their earnings and can compare this information with similarly situated taxpayers. One might expect that this regular reporting would be sufficient for tax administration purposes. The IRS could simply identify and audit returns showing unusual drops in reported tax. This is true even in cases involving large gains offset by tax attributes that would be visible on the tax return.

However, the tax return process has become so cumbersome and complex that just filing a tax return alone is not enough. Taxpayers may have to file numerous different information reports, statements, etc. This includes information returns that are not treated as tax returns, but encompass a significant amount of information. The reportable information can include everything from foreign account balances, to amounts paid to contractors and employees, to bartering transactions.

This is also not enough. The tax reporting rules also require the reporting to highlight specific transactions that the IRS says that it is interested in. There are special rules and forms for this purpose–many of which are so nuanced that taxpayers often fail to file them or file them correctly. These transactions are referred to as “reportable transactions.” The reportable transaction reporting regime has recently faced legal challenges recently.

In the past few years, courts have ruled that the IRS’s process for designating these transactions that require additional information does not comply with administrative law requirements. In response, the IRS has now issued Action on Decision 2024-01, largely accepting these court decisions, even though it has largely rejected the outcome of these court cases for some time now.

Reportable Transactions vs. Listed Transactions

A reportable transaction is a type of tax transaction that the IRS requires taxpayers and their advisors to disclose. The rationale is that the transaction has characteristics that the IRS believes may indicate tax avoidance. Think of it as a transaction that raises certain red flags that the IRS wants to know about.

A listed transaction is a type of reportable transaction. It is more narrow. It is one that the IRS has explicitly identified as a tax avoidance scheme. The IRS has basically labeled these transactions as likely to be abusive and has formally “listed” them published guidance. When the IRS designates something as a listed transaction, it’s essentially saying “we’ve seen this specific scheme before, we consider it problematic, and we want to know if anyone is doing it.”

To give you a concrete example: If a company engages in a complex transaction that generates significant tax losses without corresponding economic losses, that might be a reportable transaction because it has characteristics that suggest potential tax avoidance. If that specific type of transaction matches one that the IRS has previously identified and published as problematic in their guidance, it would be a listed transaction.

Types of Reportable and Listed Transactions

To understand the difference, it is helpful to pause to describe the types of transactions that the IRS has designated as reportable transactions and listed transactions.

Reportable transactions the IRS has not designated as listed transactions are generally defined by their characteristics rather than their structure. They are broader rather than focused on targeted transactions.

Reportable transactions that aren’t listed generally fall into five distinct categories:

  1. Confidential transactions involve tax advice given under secrecy conditions with restricted disclosure rights.
  2. Transactions with contractual protection have fees contingent on achieving tax benefits or include refund rights if the tax treatment fails.
  3. Loss transactions generate significant tax losses above specified thresholds (these amounts vary by taxpayer type, e.g., $10 million for corporations and $2 million for individuals in a single year).
  4. Transactions of interest occupy a middle ground between regular reportable transactions and listed transactions. These are transactions that the IRS has identified as potentially abusive and is actively investigating, but hasn’t yet made a final determination. Think of it as a watchlist – these transactions might eventually become listed transactions, or the IRS might determine they’re acceptable after further study.

Compare this to the listed transactions that the IRS has designated. These transactions involve particular tax transactions. They are more specific. The transactions that the IRS has identified as listed transactions generally are:

  • Are multi-step and highly engineered
  • Often involve multiple entity types (corporations, partnerships, trusts)
  • Frequently use pass-through entities as key components
  • Usually aim to create artificial losses, shift income, or accelerate deductions
  • Often involve timing mismatches or basis manipulation
  • Frequently cross between corporate and individual taxation

The conservation easement noted in this Action on Decision is an example. A syndicated conservation easement is listed because it takes a legitimate conservation tax benefit and runts it through a partnership structure where investors buy into land at market price, obtain inflated appraisals far above the purchase price, place conservation restrictions on the property, and claim charitable deductions typically worth 4-5x their investment. The capital outlay is much smaller than the tax benefit that is derived. This is accomplished by rapid value inflation, year-end timing, and marketing focused on multiplying tax deductions. One can see why the IRS would be interested in this transaction and want to know who is engaging in these transactions, as the tax benefit is high and the IRS needs to examine them to determine which ones are legitimate and which ones are not.

Material Advisors & Their Obligations

The reporting rules don’t just affect taxpayers. They also apply to so-called “material advisors.” Material advisors are professionals who provide assistance with the reportable transactions.

Material advisors must report all categories of reportable transactions, including listed transactions and transactions of interest. Who qualifies as a material advisor depends on fee thresholds and type of client, but not on transaction type. The threshold is $50,000 in fees for transactions where all advisees are individuals, and $250,000 for transactions involving any other type of advisee (like corporations or partnerships). A tax professional who exceeds these thresholds becomes a material advisor and must comply with the reporting requirements.

Material advisors have to file their own disclosure forms (Form 8918) and maintain lists of advisees who participated in these transactions. These requirements are in addition to any reporting the taxpayer has to do. If the IRS requests these lists, the material advisor must provide them within 20 business days.

This means that both the taxpayer and their advisors must independently report the same transaction. The IRS can then cross-reference these filings to identify unreported transactions. The dual reporting system helps explain why the penalties discussed below are imposed on both taxpayers and material advisors.

Why Does It Matter?

The consequences of failing to disclose reportable transactions can be severe. The IRS has a number of penalties and sanctions that it can apply when it comes to these transactions.

For reportable transactions that are not listed transactions, the penalty is $50,000 per failure to disclose. So-called “material advisors” could also get a $50,000 penalty. This is a per year and per transaction penalty.

For listed transactions, the penalty jumps to $200,000 per failure to disclose. So four times higher than a reportable transaction. Material advisors could also get a penalty equal to $200,000 or 50% of the gross income they received from the transaction advice. This is separate from the IRS’s ability to ask a court to order that the advisor pay over 100% of the fees they earned from the transaction.

Suffice it to say that there is also a greater likelihood of criminal investigation and prosecution in cases involving listed transactions.

There is also a statute of limitations issue. Absent fraud or an unfilled tax return, the rules enacted by Congress generally do not give the IRS unlimited time to evaluate transactions. The IRS only has so long to look for and at issues. With listed transactions, the statute of limitations may be suspended until proper disclosure is made.

How Does the IRS List a Transaction?

The IRS designates a transaction as “listed” through a formal process of issuing published guidance. This typically happens in one of these ways:

  1. Through a Notice: The IRS issues a formal Notice describing the transaction and declaring it as listed. For example, IRS Notice 2017-10 listed certain syndicated conservation easement transactions.
  2. Through Revenue Rulings: The IRS can issue a Revenue Ruling that identifies and describes a transaction as listed.
  3. Through Regulations: The IRS may incorporate listed transactions into Treasury Regulations.

The process typically involves:

  • The IRS identifying a pattern of transactions they believe are being used for tax avoidance
  • Internal analysis and review of the transaction structure
  • Development of detailed technical description of the transaction
  • Publication of the formal guidance that:
  • Describes the transaction in detail
  • Explains why it’s considered abusive
  • Specifies which variations of the transaction are covered
  • States when the listing is effective
  • Outlines disclosure requirements

Once published, all taxpayers and material advisors are on notice that the transaction is listed and must be disclosed if they engage in it or substantially similar transactions.

The IRS even maintains a list of listed transactions on its website.

This brings us to the current Action on Decision and the court cases that the IRS has adamantly contested and now says that it will follow. The question is whether the IRS’s listing process has complied with the Administrative Procedure Act (“APA”).

The APA establishes requirements federal agencies, including the IRS, have to follow to conduct rulemaking. Under the APA, agencies must generally provide notice of proposed rules and give the public an opportunity to comment before rules become final. This “notice-and-comment” process is fundamental to administrative law. It ensures transparency and public participation in agency rulemaking. This is important to our system of justice as administrative agencies are not staffed by individuals elected by the public–they are often career civil servants who may have agendas or views that differ from the law and from what most Americans would expect.

This guidance is in response to Green Rock LLC v. Commissioner, 104 F.4th 220 (11th Cir. 2024), but it addresses several other court cases that preceded Green Rock that held that the IRS’s notice process did not comply with the APA. The first is Mann Construction v. United States, in which the Sixth Circuit considered the IRS’s designation of transactions as “listed” via Notices that did not follow any APA notice-and-comment procedures. The court held that IRS Notices identifying listed transactions are legislative rules subject to the APA’s notice-and-comment requirements and that they are not interpretive rules exempt from these procedures. The court basis was that these Notices create new legal obligations (disclosure requirements) and impose significant penalties for non-compliance, hallmarks of legislative rules. This makes it a legislative rule.

Following Mann and similar decisions in other courts, such as the Green Rock case, the IRS has now acknowledged in this Action on Decision that it will treat its listed transaction designations as subject to APA notice-and-comment requirements. This is a significant shift in how the IRS will designate listed transactions going forward. Rather than immediately implementing listed transaction designations through Notices posted on the IRS.gov website, the IRS will need to first propose the designation, allow for public comment, and then issue a final rule.

For those who failed to report a transaction and were assessed penalties, it may be time to revisit the penalties. This includes cases where the statute of limitations was extended for failing to file the disclosure forms. As noted in the IRS guidance, taxpayers may be able to avoid penalties for these already existing cases.

The Takeaway

The IRS’s acceptance of notice-and-comment requirements for listed transaction designations is a significant shift in tax administration. The notice-and-comment process could benefit both the IRS and taxpayers by fostering dialogue with stakeholders, potentially resulting in more precise and effective guidance that better targets truly abusive transactions. This collaborative approach may help the IRS focus its limited resources on the most concerning transactions while providing clearer boundaries for legitimate tax planning. Those who have been assessed these penalties or who have pending penalties may also benefit by being able to avoid the penalties altogether given this guidance.

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Gugu Mbatha-Raw, Freida Pinto & More Attend ‘Surface’ Season 2 Photo Call In London | apple tv plus, Freida Pinto, Gavin Drea, Gugu Mbatha-Raw, Millie Brady, Phil Dunster, stars Oliver Jackson-Cohen, Surface | Just Jared: Celebrity News and Gossip


Gugu Mbatha-Raw is pretty in pink while arriving at the Surface season two photo call held on Monday (February 10) at Ham Yard Hotel in London.

The star and executive producer of the Apple TV+ thriller series was joined by her new season two co-star Freida Pinto, among others.

Also stepping out for the photo call were returning stars Oliver Jackson-Cohen and Millie Brady, as well as season two newbies Phil Dunster and Gavin Drea, plus creator/showrunner Veronica West (in blue) and executive producer Lauren Neustadter (in black).

Keep reading to find out more and watch the trailer…

Here’s a season two synopsis: Set in a whole new world, this new chapter of Surface follows Sophie (Mbatha-Raw) to London to unravel the secrets of her past. Having suffered an injury that robbed her of her memories, Sophie follows the few clues she has, using her vast stolen resources to embed herself in elite British society, and discovering a possible connection to a beautiful heiress. But everything changes when a journalist contacts her out of the blue, and Sophie realizes they were working together to expose a shocking scandal about the dangerous people she’s now become close to…

Also joining the cast in season tow are Rupert Graves, Tara Fitzgerald, Nina Sosanya, and Joely Richardson.

Surface season two is set to premiere on Friday, February 21st on Apple TV+. Watch the trailer here!

FYI: Gugu is wearing an Erdem dress with Nada Ghazal jewelry.

Browse through the gallery to see more photos of Gugu Mbatha-Raw, Freida Pinto and more at the Surface season two photo call…





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BRB Risk Jobs Board — Assistant Compliance Counsel (Crowell)

Finance and Pharma — Drug Company Calls Clerk-driven DQ Motion Misguided, Investment Bank Beats Conflicts Allegation, Lawyer Conflict Considered

Can the IRS Collect When the IRS Owes the Taxpayer? – Houston Tax Attorneys

Best Time Management Techniques | HKR Trainings


Time Management Techniques – Table of Content

There are multiple time management techniques available for both students and professionals. The famous 80/20 rule is the best example of time management which says that 80% of the results come from 20% of your efforts. It is called the Pareto Principle of time management, which is the essential key to effectively managing your time.

In this blog, you will learn about the importance of various time management techniques. Let us know the different time management techniques and tools available.

Importance of Time Management

Time management refers to planning and organizing time we spend on multiple daily activities. The primary purpose of time management is to improve efficiency and enhance productivity.
Time management is vital for everyone, from students to professionals. By using time management effectively, you can increase your focus and improve productivity often. It will help you grab more extensive opportunities. You can easily spend more time on your goals, achievements, projects, etc.

Also, by managing time effectively, you can increase your success rate at the workplace and in life. Therefore, managing time is very important for everyone. Multiple time management techniques are available by which everyone can work and allocate time effectively.

The following are the best and top methods of time management:-

  • Pareto Analysis (80/20 Rule)
  • Parkinson’s Law
  • Time Blocking Method
  • Eisenhower Matrix
  • Pomodoro Technique
  • Give Deadlines for your work
  • Rapid Planning Method
  • Eat That Frog
  • Delegation
  • Getting Things Done

Now, let us discuss the various time management techniques for students.

Time Management Techniques

For a college-going student, time management will be a big constraint. Attending regular classes, finding time to relax, studying for exams, making friends, attending lab work, extracurricular activities, etc., can fill your daily schedule much more quickly. If you want to give yourself some extra hours in a day, you can follow these proven time management techniques for students. These time management tips can help you achieve all your goals faster, reduce stress, and you can give enough time for yourself.

Make a Daily Schedule

The top one of the time management techniques is preparing a daily schedule. Plan well about your daily tasks and prepare a schedule of your daily tasks. Attending classes, seminars, lab work, and workshops will block your day. But it is vital to make a schedule to manage time well.
Preparing a calendar or template for daily tasks will help you make extra time for yourself. You can use Google Calendar as a tool in this regard. Through this, you can master your time and control each day. Many successful personalities use a technique called “time blocking”, which will help you block your every day’s time for each task. Therefore, students can follow this technique to manage their daily time.

Set Up Your Goals

Setting reasonable goals will help you achieve success much faster. Goals and aims are excellent ways to motivate yourself to accomplish your school or college work. By developing better habits, you can sincerely focus on the things to do that push you to reach your goal. For example, if you want to obtain 90 marks in Mathematics, you just set up a goal of practising ten problems daily upto the exams at any cost. This habit will help you achieve good scores in your final exam.

Set Reminders

After creating the calendar regarding your daily schedule, you need to set reminders. It will keep you stay on track to achieve your goals on time. By knowing the deadline of your tasks, you can plan your day well and meet all other tasks that occur in between. Therefore, you can set the alarm on your mobile, place a digital calendar reminder, or note it down physically. These reminders will keep you updated and prevent you from distracting from the tasks you need to finish daily.
Thus, time management is about setting yourself up for the success you will achieve by giving yourself a boost.

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Prioritize Your Work

It is among the most crucial time management techniques for students. There are many tasks that a college student needs to do daily, such as attending classes, doing practice and submitting assignments, spending with friends, etc. Some jobs will require much time, and some will require a little. So, every student needs to prioritize their work. As a student, you must check which tasks require completing urgently and how much energy and stress it requires.
Then choose the simple tasks first to complete so that you can focus on the other tasks that require much time and energy.

Remove Distractions

Removing distractions is also vital among the various time management tips for students. Students often get distracted while studying, doing assignments and practices, etc. Today, the increasing use of mobiles, laptops, social media, spending time with friends, etc., are the major distractions. The excessive use of these things can distract you well from your studies. So, while doing your school/college work, you must switch off/keep silent your cell phone, sign out of your social media accounts, etc. It helps you focus on your work effectively and finish tasks on time.

Be Realistic

In this realistic world, you can see many unknown situations that could disturb you from your scheduled tasks on a given day. When things don’t go as planned, you should be very patient. While preparing your daily schedule, calendar, and list of priorities, you should be realistic about what you can do. You should include a buffer time in your schedule when unsure of unknown obstacles. It will help you get proper time to accomplish tasks.

Take Some Break

Time management is more than completing tasks on time. It helps you in achieving goals by keeping your mental health fit. Constantly adding time for yourself to your prepared calendar enables you to keep your mental well-being. Also, it keeps your life balanced.
You can go for a long drive on a bike with your friends, go sightseeing, spend some time with your family members, or take some sleep on Sunday, etc. All these things will keep you relaxed and enjoy peace of mind. Thus, taking breaks from busy schedules will give you a lot of energy.

Check Your Energy Levels

Generally, we have different moments in a day, full of energy and low feeling. So, you should know your body’s natural state and schedule things accordingly. The time management techniques for students say that do the essential work when your energy is high and plan other activities with less priority when you feel low.

Avoid Multitasking

The most important among the different time management techniques for students is avoiding multitasking. Most students strongly feel that they can multitask when things are fully packed. But in reality, they cannot focus on any task while multitasking. Many studies found that if you focus on a single job at a time, you can be more than 100% productive.
So, these are the various time management techniques for students by using which students can plan their daily work and balance their life. Now, let us look at the different time management tips at work.

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Time Management Tips At Work

If you manage your time, it will impact your productivity each day. With adequate time management, you can finish more tasks in less time which keeps you energetic and helps you advance your career. Therefore, you must remember while preparing your daily calendar and arrange things accordingly that manage your time efficiently to keep a work-life balance.
However, the following time management tips can help you make your work-life balanced and much better.

Allow Deadlines To Work

The most crucial time management tip at work is that you put deadlines on your daily tasks. By putting deadlines on your studies, you will get a sense of urgency to complete the job and keep you motivated. Set the time limits less than the usual time you take for a task so that you can boost your productivity.

Plan Your Day

Effective planning to manage better work-life balance is one of the top time management techniques at work. Planning your day along with the daily schedule will help you accomplish tasks within a time. Prepare a to-do list for a day and start working on the lessons as you are prepared. It will let you know how well you can use the whole day.

Use Pomodoro Technique

It is another important one of the time management tips at work. It includes setting up a 25 minutes timer for each task and requires focusing on that single task in that time. Once the specific time is over, you can take a five-minute break and repeat the process. By completing 100 minutes of work, you can extend the break time to 15 minutes or more. The Pomodoro Technique aims to create a hectic schedule for a while and allow you to get relaxation. Repeating this throughout the day will keep you refreshed and motivated.

Use Eisenhower Matrix

The technique Eisenhower Matrix will help you prioritize your tasks in a day. You start your day by creating a list of tasks to do and classify each job into categories such as Most Important Tasks, Urgent but not important tasks, not essential but urgent tasks and not necessary or severe tasks. By preparing this schedule, your can plan your day and tasks accordingly.

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Use Pareto Analysis (80/20 Rule)

Among the many time management techniques at work, using the 80/20 rule is another important one. By applying this rule, you must complete 20% of your tasks that produce 80% results. This technique will help you achieve the most crucial task with priority.

Batching Technique

Batching or grouping tasks is another one among the crucial time management tips at work. You can group similar jobs and complete them simultaneously through batching technique. This technique will help you focus more on lengthy and time-consuming tasks by finishing similar tasks first. So you can focus on different tasks efficiently without any stress.

Avoid Multitasking

Multitasking can kill your ability to work efficiently. You should focus on a single task at a time. So, starting one job, finishing it and then moving to another is the best thing. Moreover, some studies say that focusing on a single task at a time will increase your productivity by 200 times more than usual.

Track Your Time

Time tracking is another essential technique among the various time management tips at work. Monitoring how long you’re working on specific tasks in a day, as per schedule, will help you improve your productivity with less time. Moreover, particular tools and apps available for your computer can track and report your daily activity. However, the time-tracking technique will help you analyze your habits at work and motivate you to develop improvement strategies.

Some fantastic time management tools are available to improve your productivity and enhance your work-life balance.

Conclusion

This blog has discussed various time management techniques that help you keep yourself motivated and energetic and manage things well. Students and working people can use the above handful of time management techniques to plan their tasks well and live a balanced life. Stay tuned for more blogs.



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Special election for Minnesota House seat is on March 11



In an order Wednesday, Gov. Tim Walz scheduled a high-stakes special election in a Roseville and Shoreview area House seat for March 11.

The District 40B seat came open in December after Curtis Johnson, the DFLer who won it, said he wouldn’t take office following a judge’s ruling that he didn’t live inside district boundaries.

The result of the election in less than five weeks will determine if the DFL pulls into a 67-67 tie or if Republicans will have a two-vote advantage — and the ability to pass most legislation on their own. It will also bring the House back to full force.

The special election was initially scheduled for last month, but the Supreme Court called that off after ruling Walz didn’t provide enough notice for potential candidates.

Those interested in running will have until Feb. 11 to file. If there are multiple candidates seeking a party nomination, the primary will be on Feb. 25.

Two candidates had been running before the election was postponed.

They are Republican Paul Wikstrom, who was the party nominee last fall, and Democrat David Gottfried, who had the DFL endorsement in the special election.

“I am thrilled that this campaign is back in action!” Gottfried said in a written statement. “We’ve been ready to move forward full-steam ahead.”

The House has been bogged down over a power-sharing agreement, in part based on this seat. Leaders have been engaged this week in closed-door discussions about a deal to get the House up and running.

In the meantime, the House has now gone more than three weeks without enough members present to conduct business. Democrats have held out to deny a quorum.

The Supreme Court is reviewing a Republican legal petition on Thursday that could determine if the GOP can pass a motion to pressure Democrats into attendance.



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