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William R. Skinner

Partner, Tax  

Mountain View 650.335.7669

Overview

William (Will) Skinner is a partner in Fenwick & West’s tax group. He focuses his practice on international and corporate taxation, with a particular focus on issues affecting technology and life sciences companies. His practice includes tax planning, tax controversy and tax matters related to mergers and acquisitions.

Will has broad and deep experience and knowledge of U.S. international taxation, including GILTI / Subpart F, foreign tax credits, transfer pricing, tax treaties, and international restructurings and M&A. He has taught international tax as an adjunct professor at San Jose State University, the University of California, Berkeley and Stanford Law School and frequently writes and speaks in the area. Prior to entering private practice, Will clerked for the Honorable Carlos T. Bea, on the Ninth Circuit Court of Appeals.

Representative Experience:

Tax Planning

  • Advised pharmaceutical company on supply chain restructuring and opined on subpart F manufacturing exception
  • Developed cross-border intellectual property ownership structures for software for clients in the enterprise software and gaming sectors
  • Led and/or executed IP migration transactions for hardware, software, biotech and autonomous vehicle companies
  • Analyzed application of Base Erosion and Antiabuse Tax to intercompany transactions
  • Advised on internal restructurings to create and domesticate international holding companies, repatriate foreign earnings and plan for dissolution of insolvent subsidiaries

Controversy

  • Represented over a dozen major corporations at IRS Appeals on issues ranging from foreign tax credits, source of income / allocation of expense, subpart F, worthless stock loss, Section 199, withholding and tax accounting issues
  • Defended Section 199 claims at the IRS audit, Appeals and Tax Court litigation levels, including particularly those involving software
  • Represented several taxpayers before the California Franchise Tax Board

Corporate Transactions

  • Served as lead tax counsel on major tax-free deals, such as Github’s acquisition by Microsoft, Cloudera’s combination with Hortonworks and Diamond Foods’ acquisition by Snyders’ Lance
  • Advised on numerous cross-border technology company acquisitions and related IP integration planning
  • Advised marketplace lenders and their investors on effectively connected income and other financial products issues
  • Represented issuers on a wide variety of convertible note offerings, including those with contingent conversion and/or payment features and related call-spread and capped call transactions
  • Advised corporations on tax-efficient dispositions through corporate and partnership joint ventures

Selected Publications:

  • "BEAT and Common-Law Doctrines," International Tax Journal, 2019
  • "Tax Reform and Impact on Purchases and Sales of CFC Stock," Bloomberg BNA International Journal, 2018
  • "Pre-Liquidation Dividends," Journal of Corporate Taxation, 2013
  • "Taxation of CVRs: Public-Company Earnouts Raise Unsettled Tax Issues," Journal of Taxation, 2010 (selected for republication in PLI’s Corporate Tax Practice Series)