Nathaniel Carden

Building on several years of experience as a management consultant with McKinsey & Co. and serving as a law clerk for The Honorable Diane P. Wood of the United States Court of Appeals for the Seventh Circuit, Mr. Carden specifically concentrates on the tax aspects of ongoing business operations. He works with corporate and other clients across many industries, with a particular focus on life science, health care and technology companies.

Transfer Pricing and Operational Planning

Mr. Carden’s transfer pricing and operational planning practice focuses on planning and pre-audit issues arising from cross-border intangible property, service and financing transactions. He also has provided advice and related documentation concerning cross-border transactions and applying U.S. and Organisation for Economic Co-operation and Development (OECD) transfer pricing rules.

Select representations include:

• large multinational companies in the tax aspects of operational integration following significant mergers and acquisitions;
• several large multinational corporations in connection with supply chain reorganizations intended to increase value of business units prior to disposition;
• a global food and consumer brands company in a strategic review of worldwide transfer pricing positions and impact on foreign tax credits and repatriation;
• a global exchange in the expansion of its international operations into the United Kingdom and Brazil;
• various operating companies in providing counsel concerning transfer pricing, valuation, compliance and other operating issues relating to conversion into and operation as specialty real estate investment trusts (REITs);
• several corporate taxpayers in multilayer, cross-border dividend recapitalization transactions;
• several pre-revenue companies in evaluating and executing operating models for products under development; and corporate taxpayers in privilege, work product and document retention issues arising in connection with financial audits and the application of FIN 48/ASC 740.

Tax Controversy

Mr. Carden’s dispute resolution practice emphasizes the representation of corporate taxpayers in pre-audit, audit, administrative appeal and litigation proceedings. He focuses on resolving substantive tax disputes and addressing discovery and evidentiary privilege issues arising from financial audits, IRS examination and litigation.

Select representations include:

• various multinational companies in disputes with the IRS over the tax consequences of cross-border licensing, cost sharing, Section 936 conversion and similar transactions;
• global software and medical technology companies in disputes with the IRS and other tax authorities concerning the fees charged for contract research services performed in India, Singapore, China and other locations;
• a global food company in disputes with various tax authorities concerning operations in the United States, Mexico and Canada;
• large multinational corporations before IRS Examination and Appeals in complex corporate audits involving multiple U.S. federal consolidated groups;
• several non-U.S.-based companies and investment funds concerning lending into the United States;
• a non-U.S.-based company concerning various applications of the consolidated return regulations to intercompany sales;
• taxpayers in IRS summons enforcement action seeking planning memoranda and other materials prepared by attorneys and other tax advisers;
• corporate taxpayers in internal investigations in anticipation of IRS audits; and
• Tribune Company in addressing whether the company’s divestiture of a subsidiary non-core business was properly treated as a tax-free reorganization (Tribune Company v. Commissioner).

Health Care and Life Sciences

Select representations include:

• various pharmaceutical and medical device companies in evaluating the consequences of various potential merger, acquisition, co-promotion and licensing transactions;
• a global medical device company in obtaining an IRS ruling and undertaking related planning for a spin-off;
• the design and implementation of supply chain changes required by the Medical Device Excise Tax imposed by the Affordable Care Act;
• a large pharmaceutical company in connection with its supply chain restructuring of an operating division prior to a multibillion-dollar spin-off;
• a pharmaceutical and medical device company in connection with a comprehensive restructuring of research, intangibles ownership and operating footprint in connection with a substantial expansion of its Latin America and other emerging markets operations;
• the resolution of transfer pricing issues related to restructuring of operations in Puerto Rico following the sunset of Section 936;
• a privately held biopharmaceutical company in connection with its initial international expansion;
• a global health care company in a corporate review of its transfer pricing structure in connection with changes in production processes, new required investments and corporate branding considerations required by U.S. Food and Drug Administration oversight;
• a life sciences company in the tax aspects of a strategic realignment of its U.S. legal structure, IP ownership, and research and manufacturing footprint; and
• several life science companies before IRS Examination and Appeals in disputes involving cross-border licensing, Section 965 repatriations, headquarters and other services charges, and other transfer pricing and international tax issues.

Mr. Carden has been recognized as a leading lawyer in Chambers USA: America’s Leading Lawyers for Business, The Best Lawyers in America and in International Tax Review’s World Tax guide on tax controversy lawyers. He also has been named a Notable Gen X Leader in Law by Crain’s Chicago Business.

Seminars and Presentations

“Current Trends in Transfer Pricing and Supply Chain Planning,” Chicago Tax Executives Institute, November 2012

“Tax Consequences for Dealmakers,” TheDeal.com, May 2012

“Supply Chain Issues,” Ernst & Young’s Medical Device Taxation Conference, 2011

“Current Trends in Transfer Pricing and Supply Chain Planning,” Chicago Tax Executives Institute, November 2011

“Transfer Pricing and Supply Chain Issues,” Chicago International Fiscal Association, March 2011

“Preparation for Potential Audit Issues,” Taxation of Cross-Border Mergers & Acquisitions, November 2009

“Tax & IP – How to Manage Competing Considerations,” ATLAS Fifth Annual Taxation of Intellectual Property, October 2009

“Addressing Collateral Consequences of Transfer Pricing Adjustments on Section 965 Repatriations,” Quarterly Meeting of Chicago Tax Executive Discussion Group, November 2008

“IP and Tax-Managing Competing Considerations,” Annual Winter Meeting of Association of Corporate Patent Counsel (ACPC), January 2008

“Pharmaceutical IP and Tax – Managing Competing Considerations,” Annual CBI Pharmaceutical Tax Congress, November 2007

“FASB Interpretation No. 48 (FIN 48) – Implications for Inbound Companies,” Organization for International Investment Annual Tax Conference, April 2007

“Transfer Pricing and Related Implications of Claymont Investments v. Commissioner,” Quarterly Meeting of Tax Management International Advisory Board, February 2006