Doing Business in the U.S.
─ U.S. Federal Taxation
Devon Bodoh
Principal
Washington National Tax
Notice
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The information contained herein is of a general nature and based on authorities that are
subject to change. Applicability of the information to specific situations should be
determined through consultation with your tax adviser.
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Agenda

Basic U.S. Federal Tax Concepts

Taxation of Brazilian Companies Investing in the U.S.

Acquisition Considerations
© 2013 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity. All rights reserved. KPMG and the KPMG logo are registered trademarks of KPMG International Cooperative (“KPMG International”), a Swiss entity.
Basic U.S. Federal Tax
Concepts
Basic U.S. Federal Tax Concepts
Entity Classification


What is a corporation?
− Generally, a business entity organized under U.S. (federal or state) law, if
referred to as “incorporated” or as a “corporation”
− Certain foreign entities that are “per se” corporations
What is a partnership?
−

Generally not a U.S. federal income tax paying entity– income, gain,
deduction and loss flow through to the partners
What is a disregarded entity?
−

Assets, liabilities and activities of a disregarded entity are treated as the
assets, liabilities and activities of the disregarded entity’s owner
What is the “Check the Box” regime?
−
Certain eligible entities (limited liability companies, for example) may elect
their entity classification for U.S. federal tax purposes
−
If no election is made:
•
If a single-owner, the default classification is as a disregarded entity
•
If multiple-owners, the default classification is as a partnership
© 2013 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity. All rights reserved. KPMG and the KPMG logo are registered trademarks of KPMG International Cooperative (“KPMG International”), a Swiss entity.
4
Basic U.S. Federal Tax Concepts
Tax Rates

Corporations pay U.S. federal income tax at a 35% rate
−
−
−
−
Currently, the same rate applies to ordinary income and
capital gains
Corporations are also subject to “alternative minimum tax”
Corporations are required to pay quarterly estimated taxes
Corporations are subject to state, local and foreign taxes,
based on the location of its assets and activities; rates vary by
jurisdiction
• Generally entitled to deduct state and local income taxes
• Generally entitled to a tax credit for foreign income taxes
• Aggregate effective federal, state and local income tax
rate for corporations is typically between 38% and 40%
© 2013 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity. All rights reserved. KPMG and the KPMG logo are registered trademarks of KPMG International Cooperative (“KPMG International”), a Swiss entity.
5
Basic U.S. Federal Tax Concepts
Tax Rates (Cont’d)



A corporation and its shareholders are generally treated as separate
taxpayers, resulting in double taxation of corporate income
− Shareholders generally have two sources of income, gain or loss:
•
Distributions from the corporation (e.g., dividends)
•
Dispositions of stock (e.g., capital gain or loss)
Corporate shareholders are generally entitled to a dividends-received
deduction (“DRD”) with respect to dividends received from a U.S.
corporation
− The amount of DRD depends on the level of ownership:
Ownership
DRD
less than 20 percent
70 percent
20 percent or more
but less than 80 percent
80 percent
80 percent or more
100 percent
In general, corporate shareholders prefer dividend income (due to DRD)
and individual shareholders prefer long term capital gains (due to lower
rate (historically) and basis recovery)
© 2013 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity. All rights reserved. KPMG and the KPMG logo are registered trademarks of KPMG International Cooperative (“KPMG International”), a Swiss entity.
6
Basic U.S. Federal Tax Concepts
Consolidated Groups

What is an affiliated group?
P
S1

One or more chains of includible corporations connected through stock
ownership with a common parent corporation (i.e., 80% of the total voting
power and value)
−

S2
Non-U.S. corporations are not includible corporations
An affiliated group may elect to file a consolidated tax return
−
The taxable income of all members of an affiliated group is determined on
an aggregate basis (i.e., deductions of one member may offset income of
another member)
© 2013 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity. All rights reserved. KPMG and the KPMG logo are registered trademarks of KPMG International Cooperative (“KPMG International”), a Swiss entity.
7
Basic U.S. Federal Tax Concepts
Debt v. Equity


Whether an investment is classified as debt or equity for
tax purposes is based on the weighing of a number of
factors including
− Debt-to-equity ratio of the borrower and
− Borrower’s ability to repay the debt based on
projected earnings
Consequences of classification as debt or equity:
− Interest payments are generally deductible but
dividends are not
− Withholding taxes may differ
© 2013 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity. All rights reserved. KPMG and the KPMG logo are registered trademarks of KPMG International Cooperative (“KPMG International”), a Swiss entity.
8
Taxation of Brazilian
Companies Investing in the
U.S.
Taxation of Brazilian Companies Investing in the U.S.
U.S. Taxing Jurisdiction ─ U.S. Corporations

U.S. Corporations
−
Taxable in U.S. on worldwide income
−
Generally, considered to be a resident in place where created or
organized (place of incorporation)
−
Possibility of “dual residence” status exists
•
This might occur, for example, if another country determines
residence on a different basis (management and control test)
•
Raises problem of dual consolidated losses
© 2013 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity. All rights reserved. KPMG and the KPMG logo are registered trademarks of KPMG International Cooperative (“KPMG International”), a Swiss entity.
10
Taxation of Brazilian Companies Investing in the U.S.
U.S. Taxing Jurisdiction ─ Non-U.S. Residents

Non-U.S. residents include business entities organized under laws of
foreign country

Gross basis withholding tax (generally 30% rate) on U.S.-source investment
income

Net basis tax at graduated rates on income effectively connected with
conduct of a U.S. trade or business
−
A filing with the U.S. taxing authority (a Form 1120-F) is generally required in
this circumstance.

Foreign corporations also subject to 30% branch profits tax on remittances
from U.S. branch to foreign home office

Special rules for sales of U.S. real property interests (USRPI)
−

Buyers may be required to withhold 10% of the sales proceeds
General rules subject to treaty modification; however, there is no income
tax treaty between the U.S. and Brazil
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(“KPMG International”), a Swiss entity. All rights reserved. KPMG and the KPMG logo are registered trademarks of KPMG International Cooperative (“KPMG International”), a Swiss entity.
11
Taxation of Brazilian Companies Investing in the U.S.
U.S. Taxing Jurisdiction ─ Income Sourcing Rules

Interest – Residence of payor

Dividends – Payor’s place of incorporation

Income from services – Location where services performed

Rent and royalties – Location or place of use of property

Sale of Real Property – Location of property

Sale of Personal Property – Generally, the location of the seller
© 2013 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity. All rights reserved. KPMG and the KPMG logo are registered trademarks of KPMG International Cooperative (“KPMG International”), a Swiss entity.
12
Taxation of Brazilian Companies Investing in the U.S.
U.S. Taxing Jurisdiction ─ Withholding

Gross Basis Withholding Tax on U.S. Source Investment Income
−
Generally applies to fixed, determinable, annual or periodical (FDAP)
income
•
−
Includes interest, dividends, rents, and royalties
Gross basis withholding does not apply to FDAP income to the extent
it is effectively connected with a U.S. trade or business (USTB)
© 2013 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity. All rights reserved. KPMG and the KPMG logo are registered trademarks of KPMG International Cooperative (“KPMG International”), a Swiss entity.
13
Taxation of Brazilian Companies Investing in the U.S.
U.S. Taxing Jurisdiction ─ Effectively Connected Income

Net Basis Taxation of Income Effectively Connected to a U.S. Trade or Business
−

Effectively connected income (ECI)
•
Generally, U.S. source income of a foreign person engaged in a USTB (other than
FDAP income or gain or loss from the sale or exchange of a capital asset)
•
U.S. source FDAP income may be ECI if (1) the income is derived from an asset used
in a U.S. trade or business, or (2) the activities of a U.S. trade or business are a
“material factor” in generating the income
•
In certain limited circumstances, foreign source income may be ECI
U.S. Trade or Business
−
Generally “facts and circumstances” test
•
Whether active profit-oriented activities of a foreign person in the United States are
“considerable, continuous and regular”

•

Generally, a low threshold
Activities of agents may be considered
Examples:
−
Performance of personal services in U.S. is a U.S. trade or business
−
Trading in stock/securities for taxpayer’s own account is not a U.S. trade or business
© 2013 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity. All rights reserved. KPMG and the KPMG logo are registered trademarks of KPMG International Cooperative (“KPMG International”), a Swiss entity.
14
Acquisition Considerations
─ Acquisition Through a
U.S. Acquirer
Acquisition Considerations ─ Acquisition Through U.S. Acquirer
Selected Issues

Deductibility of Interest Payments

Withholding Tax Considerations

Distributions

Consolidated Group Considerations
© 2013 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity. All rights reserved. KPMG and the KPMG logo are registered trademarks of KPMG International Cooperative (“KPMG International”), a Swiss entity.
16
Acquisition Considerations ─ Acquisition Through U.S. Acquirer
Sample Transaction
Brazilian Bank

Background: A Brazilian
company (“Brazilian Parent”)
would like to acquire all of the
stock of a publicly traded U.S.
corporation (“U.S. Target”)

Step 1: Brazilian Parent forms a
new U.S. corporation (“U.S.
Acquirer”)

Step 2: U.S. Acquirer borrows
the purchase price, US$100,
form the U.S. branch of an
unrelated Brazilian Bank (the
“Loan”)

Step 3: U.S. Acquirer purchases
the stock of U.S. Target for
US$100
Public
Brazilian Parent
3
1
U.S. Branch
2
U.S. Acquirer
U.S. Target
U.S. Target
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(“KPMG International”), a Swiss entity. All rights reserved. KPMG and the KPMG logo are registered trademarks of KPMG International Cooperative (“KPMG International”), a Swiss entity.
17
Acquisition Considerations ─ Acquisition Through U.S. Acquirer
Deductibility of Interest ─ Debt v. Equity

General Debt v. Equity Considerations
−
To deduct interest on the Loan, it must be debt for U.S. tax
purposes
−
Facts and circumstances
• Is the borrower thinly capitalized?
 In the U.S., a debt-to-equity ratio in excess of 3:1 is evidence
of debt
 Brazil thin capitalization rules – no greater than 2:1 debt-toequity ratio
• Legal priority of payment
 Lender’s right to payment on liquidation
 Bifurcating the debt into a junior and senior tranche may
minimize the likelihood that all of the interest deductions are
denied under debt/equity principles
© 2013 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity. All rights reserved. KPMG and the KPMG logo are registered trademarks of KPMG International Cooperative (“KPMG International”), a Swiss entity.
18
Acquisition Considerations ─ Acquisition Through U.S. Acquirer
Deductibility of Interest ─ Debt Guarantees

Debt Guarantee Considerations
−
If U.S. Acquirer is a newly formed entity or otherwise undercapitalized,
Brazilian Parent may be required to guarantee its obligations under the
Loan
−
This guarantee raises the issue of whether the guarantor is the borrower
•
−
Look at debt-to-equity factors (e.g., would borrower be expected to repay
the debt without the guarantee?)
A guarantee by Brazilian Parent also possibly implicates the earnings
stripping rules:
•
applies to interest paid to foreign related party where 30% gross basis
withholding is not applicable
•
also applies to interest paid to unrelated party (e.g. US lending bank) where
there is a foreign related party “guarantee”
•
application results in disallowance of interest deduction but only if (1) the
corporation’s debt-to-equity ratio (as of the end of the taxable year) exceeds
1.5:1, and (2) the corporation’s total interest deduction (including interest
due to unrelated persons) exceeds 50% of the corporation's “adjusted
taxable income” (roughly speaking, its cash flow before deducting interest)
© 2013 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity. All rights reserved. KPMG and the KPMG logo are registered trademarks of KPMG International Cooperative (“KPMG International”), a Swiss entity.
19
Acquisition Considerations ─ Acquisition Through U.S. Acquirer
Withholding Tax Considerations


Withholding tax on interest payments made by U.S. Acquirer to a Brazilian bank
−
U.S. source FDAP income
−
Since there is no treaty between the U.S. and Brazil, the interest payments would
be subject to a 30% withholding tax on the gross amount of the interest payment
−
However, U.S. Acquirer may be able to avoid withholding tax if the payment is
made to a U.S. branch of a Brazilian bank
What if guarantor (i.e., Brazilian Parent) is treated as the borrower?
−

No withholding tax on interest payments to either a Brazilian bank or a U.S.
branch
Conduit Financing Rules - intermediate entities in a financing arrangement may
be disregarded if their participation reduces U.S. withholding tax
−
Conduit financing rules do not apply if financing
•
Is not pursuant to a tax avoidance plan or
•
Does not result in lower taxes (as compared to the absence of such entity)
© 2013 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity. All rights reserved. KPMG and the KPMG logo are registered trademarks of KPMG International Cooperative (“KPMG International”), a Swiss entity.
20
Acquisition Considerations ─ Acquisition Through U.S. Acquirer
Withholding Tax Considerations (Cont’d)
Brazilian Parent
Brazilian Bank
•
Assume Brazilian Parent
establishes a financing entity
(“FinCo”) in a country with a
low withholding tax rate on
interest payments with both the
U.S. and Brazil
•
If FinCo borrowed money from
the Brazilian Bank (Step 1), and
then on-lent the funds to U.S.
Acquirer (Step 2), the combined
withholding tax rate on the
back-to-back loans may be less
than if U.S. Acquirer had
borrowed the money directly
from the Brazilian banks
•
However, conduit financing
rules under the U.S. tax laws
may prevent such a beneficial
result
Public
3
1
2
FinCo
U.S. Acquirer
U.S. Target
U.S. Target
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(“KPMG International”), a Swiss entity. All rights reserved. KPMG and the KPMG logo are registered trademarks of KPMG International Cooperative (“KPMG International”), a Swiss entity.
21
Acquisition Considerations ─ Acquisition Through U.S. Acquirer
Distributions

Under U.S. tax laws, distributions by a corporation to its
shareholder are taxable as a dividend to the extent the distributing
corporation has earnings and profits (“E&P”)

If the amount of the distribution exceeds the amount of earnings
and profits, the distribution is treated, first, as a return of basis and,
second, to the extent it exceeds basis, capital gain

Example:
−
Assume U.S. Target has $50 of E&P, and Brazilian Parent has a
US$100 tax basis in its U.S. Target stock
−
If U.S. Target makes a $200 distribution to Brazilian Parent, US$50 of
the distribution will be dividend income to Brazilian Parent
•
−
This US$50 dividend will be subject to a 30% withholding tax
since there is no treaty between the US and Brazil
Of the remaining US$150 of the distribution, US$100 will reduce
Brazilian Parent’s tax basis in the U.S. Target stock to US$0, and
US$50 will be treated as capital gain
© 2013 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity. All rights reserved. KPMG and the KPMG logo are registered trademarks of KPMG International Cooperative (“KPMG International”), a Swiss entity.
22
Acquisition Considerations ─ Acquisition Through U.S. Acquirer
Consolidated Group Considerations

Brazilian Bank
Brazilian Parent

U.S. Branch
+
-
U.S. Acquirer

U.S. Target
If Brazilian Parent makes the
acquisition through U.S. Acquirer,
U.S. Acquirer and U.S. Target may be
eligible to form a consolidated group
Since the taxable income of a
consolidated group is determined on
an aggregate basis U.S. Acquirer’s
interest deductions may offset U.S.
Target’s taxable income
Distributions from U.S. Target to U.S.
Acquirer are not taxable if they
belong to the same consolidated
group
© 2013 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity. All rights reserved. KPMG and the KPMG logo are registered trademarks of KPMG International Cooperative (“KPMG International”), a Swiss entity.
23
Acquisition Considerations ─ Acquisition Through U.S. Acquirer
Consolidated Group Considerations ─ Distributions

If U.S. Target and U.S. Acquirer belong to the same consolidated group,
U.S. Acquirer’s E&P will include U.S. Target’s E&P

However, U.S. Acquirer’s E&P will only include U.S. Target’s E&P from
the date after the acquisition

Example:
−
Assume Brazilian Parent acquired U.S. Target through U.S. Acquirer.
Assume also that U.S. Target has US$50 of E&P that accrued prior to
the acquisition, and Brazilian Parent has a US$100 tax basis in its U.S.
Acquirer stock
−
If U.S. Acquirer makes a US$100 distribution to Brazilian Parent, none of
the distribution will be treated as a dividend since U.S. Acquirer will not
be treated as having any E&P
−
The US$100 will reduce Brazilian Parent’s tax basis in U.S. Acquirer
stock to US$0 but Brazilian Parent will recognize no gain
−
This result will occur even if the distribution is funded by a dividend from
U.S. Target to U.S. Acquirer (which is tax free under the consolidated
return rules)
© 2013 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity. All rights reserved. KPMG and the KPMG logo are registered trademarks of KPMG International Cooperative (“KPMG International”), a Swiss entity.
24
Acquisition Considerations
─ Direct Acquisition by
Brazilian Parent
Acquisition Considerations ─ Direct Acquisition by Brazilian Parent
Sample Transaction
Brazilian Bank
1
Brazilian Parent
U.S. Target
2

Background: Brazilian Parent
would like to acquire all of the
stock of U.S. Target

Step 1: Brazilian Parent borrows
the purchase price, US$100,
from an unrelated Brazilian

Step 3: Brazilian Parent
purchases the stock of U.S.
Target for US$100
Public
U.S. Target
© 2013 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity. All rights reserved. KPMG and the KPMG logo are registered trademarks of KPMG International Cooperative (“KPMG International”), a Swiss entity.
26
Acquisition Considerations ─ Direct Acquisition by Brazilian Parent
Other Considerations

No consolidated group with a foreign parent
−
Brazilian Parent would therefore only be able to use an available
interest deduction to offset its own taxable income (and not the
taxable income of U.S. Target)
−
The historic E&P of U.S. Target is taken into account in determining
whether distributions are dividends

Dividend distributions generally subject to 30% withholding tax

No withholding tax on interest payments to either a Brazilian bank
or a U.S. branch of a Brazilian Bank
© 2013 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity. All rights reserved. KPMG and the KPMG logo are registered trademarks of KPMG International Cooperative (“KPMG International”), a Swiss entity.
27
Acquisition Considerations
─ Other Considerations
Acquisition Considerations
Net Operating Losses

Net Operating Losses (NOLs)
− May be carried back two years and carried forward 20
years
− Limitations on NOL usage
•
If an ownership change occurs, a corporation’s ability
to use its pre-change NOLs and built-in losses to
offset post-change taxable income may be limited

•
Ownership Change: more than 50% change in
ownership over a three-year testing period
The ability of a consolidated group to use a member’s
NOLs from a pre-consolidated group period of that
member to offset income may be limited
© 2013 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity. All rights reserved. KPMG and the KPMG logo are registered trademarks of KPMG International Cooperative (“KPMG International”), a Swiss entity.
29
Acquisition Considerations
Section 338 Elections

When stock is acquired, the tax basis of the company’s
assets do not change

In certain circumstances, a taxpayer can elect to treat a
stock acquisition as an asset acquisition, in which case tax
basis of the assets change to fair market value

Two types of elections
− Section 338(g): Common where seller is non-U.S.
taxpayer but otherwise uncommon
− Section 338(h)(10): Available in limited circumstances.
More common where seller is U.S. taxpayer
© 2013 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity. All rights reserved. KPMG and the KPMG logo are registered trademarks of KPMG International Cooperative (“KPMG International”), a Swiss entity.
30
Devon M. Bodoh
Principal
Professional and Industry Experience
Devon M. Bodoh is the Principal in Charge for Latin American Markets. Within that role,
Mr. Bodoh leads the firm’s US-Brazil High Growth Market Practice and leads the Inbound
Tax Team for Brazil. In addition, Mr. Bodoh is the co-leader of KPMG’s Washington
National Tax International M&A Initiative and a principal in Washington National Tax.
DEVON M. BODOH
Principal
Washington National Tax
KPMG LLP
Washington DC Office
1801 K Street, NW
Washington, DC 20006
Miami Office
200 South Biscayne Blvd
Miami, FL 33131
Tel +1 202-533-5681
Fax +1 202-609-8969
Cell +1 646-752-9444
dbodoh@kpmg.com
Function and Specialization
Cross border mergers, acquisitions, spin-offs,
divestitures, liquidating and nonliquidating corporate
distributions, corporate reorganization, and
consolidated returns
Education, Licenses & Certifications
•
•
•
LLM, Taxation, New York University of Law
JD, University of Detroit Mercy School of Law School
BBA, University of Michigan Stephen M. Ross School of Business
Mr. Bodoh advises clients on cross border mergers, acquisitions, spin-offs, other divisive
strategies, restructurings, bankruptcy and non-bankruptcy workouts, the use of net
operating losses, foreign tax credits, deficits and other tax attributes, and consolidated
return matters.
Prior to joining KPMG, Mr. Bodoh was a partner in the international law firm of Dewey &
LeBoeuf LLP.
Publications and Speaking Engagements
Mr. Bodoh is a frequent speaker on subjects in his practice area for various groups,
including the Tax Executives Institute, the American Bar Association, the American Law
Institute/American Bar Association, the American Institute of Certified Public Accountants,
BNA/Center for International Tax Education and the Law Education Institute.
Mr. Bodoh is a former chairperson and vice-chairperson of the American Bar Association's
Committee on Affiliated and Related Corporations and is an officer of the American Bar
Association's Corporate Tax Committee.
Mr. Bodoh is an adjunct professor at George Mason University School of Law. In addition,
Mr. Bodoh is a member of the Dean's Advisory Board for the University of Detroit School of
Law.
© 2013 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative
(“KPMG International”), a Swiss entity. All rights reserved. KPMG and the KPMG logo are registered trademarks of KPMG International Cooperative (“KPMG International”), a Swiss entity.