LEXSTAT 2005 TNT 127-1
Copyright © 2005 Tax Analysts
Tax Notes Today
JULY 5, 2005 TUESDAY
DEPARTMENT: News, Commentary, and Analysis; News Stories
CITE: 2005 TNT 127-1
LENGTH: 5420 words
HEADLINE: 2005 TNT 127-1 CIRCULAR 230 E-MAILS, T-SHIRTS ATTAIN 'LEGENDARY' STATUS. (Section
6011 -- Return Filing Requirement;) (Release Date: JUNE 30, 2005) (Doc 2005-14211)
CODE: Section 6011 -- Return Filing Requirement;
Section 6111 -- Tax Shelter Registration;
Section 6112 -- Tax Shelter List Requirement
ABSTRACT: Summer solstice 2005 was marked by the appearance of new standard language in e-mails sent by tax
practitioners, and in some cases all e-mails emanating from their firms, to comply with Circular 230.
SUMMARY:
Published by Tax AnalystsTM
Summer solstice 2005 was marked by the appearance of new standard language in e-mails sent by tax practitioners
and, in some cases, all e-mails emanating from their firms.
Unlike the addition of the confidentiality banner that many practitioner messages bear in e-mail footers, the "no
penalty reliance" legend, as required by Circular 230 to avoid the onerous requirements imposed for opinions covered
under section 10.35, has been the focus of much attention by tax lawyers for the past several months.
The Circular 230 regulations are broad in their potential ambit, said Lawrence M. Hill of Dewey Ballantine in New
York, but the IRS has indicated that a common-sense approach should be applied and that the regs should essentially be
construed more narrowly in their application. Conscientious tax lawyers, however, are uncomfortable ignoring the
express language of regulations even when common sense tells you that the rules should not apply, said Hill, who was the
principal author of the American Bar Association Section of Taxation's recent comments on Circular 230. Thus, the vast
majority of tax lawyers continue to struggle to interpret the proper application of the rules.
Those responsible for Circular 230 compliance in their firms have devoted much time to determining not only when
the reliance banner should appear and what it should say, but also have labored over details including its placement,
typeface convention, and font size.
AUTHOR: Stratton, Sheryl
Tax Analysts
GEOGRAPHIC: United States
REFERENCES: Subject Area:
Practice and procedure;
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© 2005, Tax Analysts, Tax Notes Today, JULY 5, 2005
Professional responsibility;
Tax system administration issues
Cross Reference:
For prior coverage, see Doc 2005-13145 or 2005 TNT 1164.
TEXT:
Release Date: JUNE 30, 2005
Published by Tax AnalystsTM
Summer solstice 2005 was marked by the appearance of new standard language in e-mails sent by tax practitioners
and, in some cases, all e-mails emanating from their firms.
Unlike the addition of the confidentiality banner that many practitioner messages bear in e-mail footers, the "no
penalty reliance" legend, as required by Circular 230 to avoid the onerous requirements imposed for opinions covered
under section 10.35, has been the focus of much attention by tax lawyers for the past several months.
The Circular 230 regulations are broad in their potential ambit, said Lawrence M. Hill of Dewey Ballantine in New
York, but the IRS has indicated that a common-sense approach should be applied and that the regs should essentially be
construed more narrowly in their application. Conscientious tax lawyers, however, are uncomfortable ignoring the
express language of regulations even when common sense tells you that the rules should not apply, said Hill, who was the
principal author of the American Bar Association Section of Taxation's recent comments on Circular 230. Thus, the vast
majority of tax lawyers continue to struggle to interpret the proper application of the rules.
Those responsible for Circular 230 compliance in their firms have devoted much time to determining not only when
the reliance banner should appear and what it should say, but also have labored over details including its placement,
typeface convention, and font size.
Consensus
In May, Russell Pinilis of O'Melveny & Myers in New York organized an informal group with practitioners he
knows in other firms to deal with Circular 230 compliance issues. Through an e-mail list and in conference calls, the group
discusses implementation issues as they arise. The practitioners focus on practical guidance, such as what advice is going
to bear the legend, when to use the legend, and what the legend should say, he said. The rules require a lot of judgment
calls, he said.
The group, which has grown into 55 or 60 firms from all over the country, spawned subgroups to focus on different
aspects, Pinilis said. Amy Heller, an associate with Weil, Gotshal & Manges in New York, headed up the subgroup that
focused on drafting the no-reliance legend language. Pinilis credits Heller with developing the legend on which the group
finally agreed:
To ensure compliance with requirements imposed by the IRS, we
inform you that any tax advice contained in this communication
(including any attachments) was not intended or written to be
used, and cannot be used, for the purpose of (i) avoiding
penalties under the Internal Revenue Code or (ii) promoting,
marketing or recommending to another party any transaction or
matter addressed herein.
Firms in the group agreed to that language or substantially similar language, one practitioner noted. As can be seen
from the sample legends that follow, many firms modified the legend to suit their particular views or situations.
Prominent Disclosure
As issued in December 2004, the final regs provided that to avoid treatment as a reliance opinion, the written advice
must prominently disclose that it is not intended to be relied on and cannot be relied on to avoid penalties. To be
considered to be prominently disclosed, the disclaimer "must be set forth in a separate section at the beginning of the
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written advice in a bolded typeface that is larger than any other typeface used in the written advice," according to T.D.
9165.
In response to voluminous commentary, the government changed the prominent disclosure requirements in the May
18, 2005, amendments to Circular 230 section 10.35(b)(8), to provide:
An item is prominently disclosed if it is readily apparent to a
reader of the written advice. Whether an item is readily
apparent will depend on the facts and circumstances surrounding
the written advice including, but not limited to, the
sophistication of the taxpayer and the length of the written
advice. At a minimum, to be prominently disclosed an item must
be set forth in a separate section (and not in a footnote) in a
typeface that is the same size or larger than the typeface of
any discussion of the facts or law in the written advice.
(For T.D. 9201, the May 2005 revisions to the December 2004 regs, see Doc 2005-10904 or 2005 TNT 96-6. For T.D.
9165, the regs as originally issued, see Doc 2004-23933 or 2004 TNT 244-4.)
Technological Limits
The information technology people from the firms in Pinilis's group formed their own working group to explore how
the firms would go about affixing the legend to firm e-mails. As tax lawyers have learned, e-mail formatting depends on
the software capabilities of both the sender and the recipient. A firm can set up an automatic legend that has a certain
typeface and font size, but the original formatting may not survive when opened by the recipient. And, even if the legend
arrives intact, all bets are off once the recipient hits the "reply with history" button.
The information technology side is fascinating, said Diana Wollman of Sullivan & Cromwell in New York. There are
serious constraints on what different firms' systems can do, she explained.
It took people a while to get comfortable with the idea of not putting the legend at the top of the e-mail message,
explained Pinilis. Once that was decided, placement at the end of the message depends largely on how a firm's system
works, he said. Some firms are using the "gateway" approach, which involves attaching the legend at the bottom of the
e-mail as it leaves the firm.
The problem with the gateway approach is that automatic attachments generally are appended at the end, which can
lead to confusion when messages are replied to or forwarded. And if they are only appended to some department's e-mails,
several lawyers pointed out, tax advice transmitted internally to a corporate lawyer, who then forwards the message
outside the firm, will not bear the legend.
Consequently, many firms have elected to automatically add the legend with the sender's signature block. At Weil,
Gotshal & Manges, it appears above the sender's name as a default for tax lawyers, according to Kim Blanchard, of the
firm's New York office. Weil's system can scan outgoing e-mails of nontax lawyers for the words "tax" or "IRS," she
explained, and then provide a "pop up box" to alert the sender that the legend will appear at the top of the e-mail unless the
sender elects to take it off. Similarly, Sullivan & Cromwell's corporate lawyers have a button on their toolbars that allows
them to add either the reliance legend or the marketing legend, discussed below.
The signature block approach is not without its problems, observes Wollman. For example, some BlackBerry devices
don't have enough space to create signature blocks, she noted.
Some firms are adding a URL link to the legend that directs the client to a firm memo that explains why the legend is
there, said Wollman.
The memo that appears on the Morrison & Foerster Web site warns:
As the foregoing demonstrates, the Circular 230 Regulations
will change the way all law and accounting firms, including our
Firm, provide written Federal tax advice. In some cases, it
will not be possible to give written advice on a single Federal
tax issue that is part of a larger transaction. Also, clients
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can expect, as a general matter, to see certain disclaimers,
like the one above, in written tax advice and in tax-related
disclosure documents in securities offerings. While we expect
that such disclaimers will become a standard part of Federal
tax practice, we wish to emphasize that the disclaimers are not
indicative in any manner of a deficiency in the advice we
render or in the legal conclusions we reach.
The number of hours law firms have spent debating over technological issues is remarkable, observed Ron Buch of
McKee Nelson in Washington. "People have been worrying about minutiae -- and the gain is questionable when the
legend in essence becomes boilerplate."
Policy
At this point, several major firms, including Skadden, Arps, Slate, Meagher & Flom, Dewey Ballantine, and
Buchanan Ingersoll, have elected to automatically include a version of the reliance legend on every outgoing e-mail
written by any lawyer within the firm.
Even though most tax advice comes out of the tax department, other parts of Buchanan Ingersoll could be providing
written communications that touch on tax issues, explained Stuart M. Lewis of Silverstein and Mullens, and head of
Buchanan Ingersoll's tax department. Lewis advised that to avoid problems, the law firm adopt a legend that is mandatory
on all firm e-mails and BlackBerry messages.
Many firms, however, are limiting the automatic appendage to some departments. In addition to the tax department
e-mails, Sullivan & Cromwell is automatically applying the legend to e-mails sent by its employee benefits and estates
and personal lawyers. Weil, Gotshal & Manges and Winston & Strawn follow a similar policy, as do most of the firms in
the consortium.
Other firms have limited the banner use to their tax departments. The legend is automatically added by Fulbright &
Jaworski's gateway at the bottom of every e-mail originating in the firm's tax department, said Steve Salch of Fulbright in
Houston. It is also added to documents written by tax department attorneys, he said. "For over 30 years, our firm has
maintained a policy that tax advice is only provided by tax department attorneys."
Washington-based Miller & Chevalier follows the same philosophy. Similarly, Covington & Burling follows the
policy of having the no- reliance legend appear as a default setting on all e-mail coming out of its tax group, said William
M. Paul of the firm's Washington office.
While it is not too hard to get a consensus on what the tax group should do, Paul said, it is a tougher issue when it
comes to imposing the language on other lawyers in a firm. As a precautionary measure, the corporate lawyers have been
told that if they make reference to tax, they are supposed to include the legend in their written communications, according
to Paul.
Circular 230 imposes the obligation on tax advisers to include the legend, Paul pointed out. Under current law,
however, the statement that taxpayers can't rely on the advice for penalty protection is incorrect, he said. Although the IRS
has said it will amend the regulations, there is no substantive law rule to say that taxpayers can't rely on written advice. Of
course, once included on the advice, the statement tends to become self-fulfilling, he said.
Some firms are instructing their tax lawyers to manually include the reliance legend on e-mails, as needed. Sutherland
Asbill & Brennan and Arnstein & Lehr are two examples.
One solo practitioner, Kevin McGrath, an Atlanta tax attorney, maintains that he won't be using an automated
disclaimer because much of the routine written tax advice that practitioners give does not require it. Such routine advice,
even if incorrect, would often give rise to penalty protection, he pointed out, whereas by including a disclaimer, it
probably means no penalty protection for the client. "I will either meet the covered opinion requirements, or for routine
advice, I will be using a legend that states that my advice does not reach a level higher than substantial authority." Such a
legend should ensure Circular 230 compliance, yet also retain the possibility for protection against penalties for
non-tax-shelter items, in McGrath's view.
Marketing Opinions
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The regs provide an "opt out" disclosure for "marketed opinions," which is written advice that the practitioner knows
or has reason to know will be used by a person other than the recipient in promoting, marketing, or recommending a
transaction to one or more taxpayers. Unless the advice concerns a listed transaction or "the principal purpose of tax
avoidance" transaction, marketed opinions can be excepted from the covered opinion standards if it is prominently
disclosed that (1) the advice was not intended or written to be used, and that it cannot be used, by any taxpayer to avoid
penalties; (2) the advice was not written to support the promotion or marketing of the transaction addressed by the advice;
and (3) the taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax adviser.
The coalition has a separate working group that developed the following marketed opinion legend:
IRS Circular 230 Disclosure: To ensure compliance with
requirements imposed by the IRS, we inform you that (i) any
U.S. tax advice contained in this communication (including any
attachments) is not intended or written to be used, and cannot
be used, for the purpose of avoiding penalties under the
Internal Revenue Code; (ii) any such tax advice is written in
connection with the promotion or marketing of the matters
addressed; and (iii) if you are not the original addressee of
this communication, you should seek advice based on your
particular circumstances from an independent advisor.
Some firms provide the marketed opinion legend as an alternative to the no-penalty reliance legend. Lawyers
typically have to switch off the default reliance legend to insert the marketed legend because the two legends are
inconsistent with each other, explained Blanchard. But what works for a standard marketing opinion "doesn't necessarily
work if you are sending something to an intermediary," she said. Consequently, the consortium is still working on
language for the marketing banner, she said.
The Chicago-based firm Arnstein & Lehr directs attorneys to insert a discrete paragraph either at the beginning or end
of any written communication, including e-mails and faxes, that may be considered marketing material, including any
financial matter or transaction.
However, there are reliance legends that attempt to avoid classification of the document as a marketed opinion by
including a statement that using or referring to any tax advice in the legend- bearing document to market, promote, or
recommend any transaction or other matter is prohibited, observed Charles A. Pulaski Jr. of Snell & Wilmer in Phoenix,
Ariz.
There is a question whether that approach might trigger section 10.35(b)(6), which imposes the "covered opinion"
requirements on written advice concerning a "significant purpose" transaction if the practitioner imposes a limitation on
the disclosure of the tax treatment and tax structure of the transaction, pointed out Pulaski. More significantly, if the
practitioner's firm earns in excess of the "minimum fee," the limitation on disclosure imposed by the "prohibition" clause
of the Circular 230 disclaimer could trigger a "reportable transaction" classification under reg. section 1.6011- 4(b)(3), he
said.
In either case, the question becomes whether the prohibition of using or referring to the tax advice to market, promote,
or recommend any transaction or other matter to another person "protects the confidentiality" of the practitioner's tax
strategies, according to Pulaski. Some firms are sufficiently concerned that they are disclaiming any intention to make
their tax advice confidential, he said, even though they suggest using or referring to that advice to promote, market, or
recommend is not permitted.
Odds and Ends
There are Circular 230 resources available for members of the ABA Tax Section on its Web site at
http://www.abanet.org/tax.
Tax practitioners are hoping there will be further clarifications in the future. It would be ideal if e-mails would not be
subject to Circular 230 unless a practitioner expressly states in the e-mail that he or she is providing tax advice that the
recipient can rely on for penalty protection purposes, observed Hill, "but that is not the state of play at this time."
The IRS has been receptive, so far, to legitimate comments and pragmatic concerns raised by tax lawyers, Hill said.
Continued cooperation of that sort will help to clarify the application of the regulations, will lessen the burden on
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practitioners, and will improve the efficacy of the regulations, he said. "This will benefit the Service, tax practitioners and
most importantly the public."
The so-called consortium continues to be active, according to Pinilis. There remain many open questions regarding
Circular 230 compliance, he said. When asked about his role, Pinilis called himself an organizer, adding that as a private
equity mergers and acquisitions lawyer, "I'm, in fact, the last person who should be worried about this."
It's kind of like telling consumers to turn off the mower before clearing the grass from the blades, observed Pamela F.
Olson, former Treasury assistant secretary for tax policy, now with Skadden, Arps, Slate, Meagher & Flom LLP in
Washington. "In an ideal world, you wouldn't need to do that, but we don't live in an ideal world."
Happy Legend Shopping
Exasperated, some lawyers have been developing their own personal disclaimers. One reads: "Any advice in this
communication (including attachments) concerning any issue is not intended or written to be used, and cannot be used by
any person, for any purpose whatsoever."
The author said that if he can get his clients to accept it, "I think I can reduce my malpractice premium to a bare
minimum."
Capitalizing on the universal spirit of mirth emanating from the tax bar these days, cafepress.com, an online
marketplace based in San Leandro, Calif., offers for sale 10 different styles of shirts, as well as boxer shorts, a tote bag,
and coffee mug, bearing the Circular 230 reliance opinion disclaimer language. There is also a marketed opinion opt-out
version available.
The products were the lark of a Los Angeles tax attorney who participated in the consortium. What began as a joke
has become something of a booming business, according to the lawyer's spouse, who manages the product line. In the one
week the products have been available, they have sold "hundreds," according to the spouse. Firms are even placing orders
for multiple mugs, evidently for training purposes, according to the spouse.
Sick of Circular 230? The Web site offers other "fun" things for lawyers as well. Check out the goods bearing choice
quotes from Welch v. Helvering and Learned Hand. (See http://www.cafepress.com/cir230 or http://www.taxshirts.com.)
SAMPLE CIRCULAR 230 LEGEND LIST
Below is a sampling of legend language used by various practitioners and firms. Typefaces and fonts have been
modified to be uniform for publication purposes. Unless otherwise specified, the typeface and fonts are the same as the
text of each firm's e-mail.
Arnold & Porter
(at bottom of external e-mails of tax, corporate and securities, and real estate lawyers; larger font)
U.S. Treasury Circular 230 Notice Any U.S. federal tax advice included in this communication (including any
attachments) was not intended or written to be used, and cannot be used, for the purpose of (i) avoiding U.S. federal
tax-related penalties or (ii) promoting, marketing or recommending to another party any tax-related matter addressed
herein.
Arnstein & Lehr, Chicago
(optionally included as part of signature block)
Pursuant to Internal Revenue Service Circular No. 230, be advised that this advice was not intended or written to be
used, and it cannot be used by the taxpayer, for the purpose of avoiding any Internal Revenue Code penalties that may be
imposed on the taxpayer.
Mark A. Banks-Golub, solo practitioner, Chicago
(above signature block)
Circular 230 Disclosure: Pursuant to recently-enacted U.S. Treasury Department Regulations, we are now required to
advise you that, unless otherwise expressly indicated, any federal tax advice contained in this communication, including
attachments and enclosures, is not intended or written to be used, and may not be used, for the purpose of (i) avoiding
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tax-related penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any
tax-related matters addressed herein.
Barris, Sott, Denn & Driker, Detroit
(above signature block, "Circular 230 Disclosure" in bold, legend has smaller font; provides link to firm Web site)
Circular 230 Disclosure: The following disclosure is required pursuant to Circular 230 which sets forth best practices
for tax advisors.
To the extent the above contains an opinion on one or more Federal tax issues such opinion was not written to be used
and cannot be used for the purpose of avoiding penalties. If you would like a written opinion on the one or more Federal
tax issues addressed above upon which you can rely for the purpose of avoiding penalties please contact us. Barris, Sott,
Denn & Driker, P.L.L.C.
Buchanan Ingersoll, including the law firm of Silverstein and Mullens
(all firm e-mails, at bottom, above confidentiality clause, larger font)
TAX ADVICE DISCLAIMER: Any federal tax advice contained in this communication (including attachments) was
not intended or written to be used, and it cannot be used, by you for the purpose of (1) avoiding any penalty that may be
imposed by the Internal Revenue Service or (2) promoting, marketing or recommending to another party any transaction
or matter addressed herein. If you would like such advice, please contact us.
Caplin & Drysdale, Washington
(at bottom, above confidentiality clause)
<- - - - - - - - - - - - - - - - - - - - - - - - - - - - ->
To ensure compliance with requirements imposed by the IRS, we inform you that, unless specifically indicated
otherwise, any tax advice contained in this communication (including any attachments) was not intended or written to be
used, and cannot be used, for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code, or (ii)
promoting, marketing, or recommending to another party any tax-related matter addressed herein.
Chicoine & Hallett, Seattle
(above signature block)
Pursuant to recently-enacted regulations governing written tax advice, unless otherwise expressly indicated, any
federal tax advice contained in this communication, including attachments, may not be used or relied upon for the
purposes of (i) avoiding penalties under the Internal Revenue Code, or (ii) promoting, marketing or recommending any
tax-related matters addressed herein to another party.
Covington & Burling, Washington
(above signature block on all tax group emails, italicized)
Under IRS standards of professional practice, certain tax advice must meet requirements as to form and substance. To
assure compliance with these standards, we disclose to you that this communication is not intended or written to be used,
and cannot be used, for the purpose of avoiding penalties.
Deloitte
(all firm e-mails, at bottom, above confidentiality clause)
*****Any tax advice included in this written or electronic communication was not intended or written to be used, and
it cannot be used by the taxpayer, for the purpose of avoiding any penalties that may be imposed on the taxpayer by any
governmental taxing authority or agency*****
Dewey Ballantine
(all firm e-mails, at bottom, above confidentiality clause)
************* Pursuant to U.S. Treasury Department Circular 230, unless we expressly state otherwise, any tax
advice contained in this communication (including any attachments) was not intended or written to be used, and cannot be
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used, for the purpose of (i) avoiding tax- related penalties or (ii) promoting, marketing or recommending to another party
any matter(s) addressed herein. *************
Ernst & Young
(all firm e-mails, at bottom, above confidentiality clause, bolded, larger font)
Any U.S. tax advice contained in the body of this e-mail was not intended or written to be used, and cannot be used,
by the recipient for the purpose of avoiding penalties that may be imposed under the Internal Revenue Code or applicable
state or local tax law provisions.
_____________________________________________
Fulbright & Jaworski
(bottom of every outgoing tax department e-mail)
To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. federal tax advice
contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for
the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to
another party any transaction or tax- related matter[s].
George Gregory, tax attorney, Birmingham, Ala.
Government Regulations contained in Circular 230 regulate written communications about Federal tax matters,
including e-mail, between us and our clients. Such communications are either opinions or other written communications.
This is not an opinion. It is other written communication. As such, it was not written to be relied upon, by itself, to avoid
any tax penalties. In order to receive assurances of protection from tax penalties from a written communication, by itself,
you should get an opinion letter. If you would like to discuss an opinion letter relating to the matter described below or any
other matter, please contact me and I will explain what is involved and what it will cost.
Kostelanetz & Fink, New York
(at bottom, above confidentiality clause, in larger font, all caps)
*******************************************************
IRS CIRCULAR 230 DISCLOSURE: TO ENSURE COMPLIANCE WITH REQUIREMENTS IMPOSED BY
THE IRS, WE INFORM YOU THAT ANY TAX ADVICE CONTAINED IN THIS COMMUNICATION
(INCLUDING ANY ATTACHMENTS) WAS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE
USED, FOR THE PURPOSE OF (I) AVOIDING PENALTIES UNDER THE INTERNAL REVENUE CODE OR (II)
PROMOTING, MARKETING OR RECOMMENDING TO ANOTHER PARTY ANY MATTER[S] ADDRESSED
HEREIN.
KPMG
(at bottom of all e-mails, above confidentiality clause, all caps)
**ANY TAX ADVICE IN THIS COMMUNICATION IS NOT INTENDED OR WRITTEN BY KPMG TO BE
USED, AND CANNOT BE USED, BY A CLIENT OR ANY OTHER PERSON OR ENTITY FOR THE PURPOSE OF
AVOIDING PENALTIES THAT MAY BE IMPOSED ON ANY TAXPAYER.
**********************************************************
McKee Nelson, Washington
(at bottom, just below signature block, much larger font)
Any advice contained in this e-mail (including any attachment that does not expressly state otherwise) is not intended
or written to be used and cannot be used by any taxpayer for the purpose of avoiding United States Federal tax penalties
that may be imposed. If this advice is used to promote, market, or recommend any transaction or investment, the advice
was written to support the promotion or marketing of the transaction or matters addressed and each taxpayer should seek
advice based on the taxpayer's particular circumstances from an independent tax advisor.
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-----------------------------------------We hereby confirm that we are placing no limitation on any disclosure of the tax treatment or tax structure that is the
subject of any written advice provided in this e-mail or any attachment.
Miller & Chevalier, Washington
(at bottom of tax department e-mails, below confidentiality clause)
______________________________
31 CFR Part 10, Section 10.35, requires us to notify you that any tax advice in this electronic message was not
intended or written to be used, and cannot be used, for the purpose of avoiding penalties.
______________________________
Morrison & Foerster
(at bottom, above confidentiality clause, provides link to firm Web site)
===================================
To ensure compliance with requirements imposed by the IRS, Morrison & Foerster LLP informs you that, if any
advice concerning one or more U.S. Federal tax issues is contained in this communication (including any attachments),
such advice is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the
Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter
addressed herein.
For information about this legend, go to http://www.mofo.com/Circular230.html
O'Melveny & Myers, New York
(above signature block of tax, benefits, and trusts & estates lawyer e-mails)
**********************************************
IRS Circular 230 Disclosure To ensure compliance with requirements imposed by the IRS, we inform you that any
U.S. tax advice contained in this communication (including any attachments) is not intended or written to be used, and
cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code, or (ii) promoting, marketing or
recommending to another party any matters addressed herein.
Skadden, Arps, Slate, Meagher & Flom LLP
(all firm e-mails, at bottom, above confidentiality clause)
-----------------------------------------To ensure compliance with Treasury Department regulations, we advise you that, unless otherwise expressly
indicated, any federal tax advice contained in this message was not intended or written to be used, and cannot be used, for
the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or applicable state or local tax law
provisions or (ii) promoting, marketing or recommending to another party any tax-related matters addressed herein.
Sullivan & Cromwell, New York
(above signature block on all tax, estates & personal, and employee benefits lawyer e-mails)
IRS Circular 230 disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that any
tax advice contained in this communication (including any attachments) was not intended or written to be used, and
cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or
recommending to another party any transaction or matter addressed herein.
Weil, Gotshal & Manges, New York
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(above signature block on all tax, ERISA, trust & estate lawyer emails)
* * * IRS Circular 230 Notice: To ensure compliance with requirements imposed by the IRS, we inform you that any
U.S. tax advice contained in this communication (including any attachments) is not intended or written to be used, and
cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or
recommending to another party any transaction or matter addressed herein. __________________________
Winston and Strawn, Chicago
(at bottom of tax, employee benefits, and estate department emails only; below confidentiality clause)
*************************************************
This e-mail only provides advice with respect to the tax issues specifically discussed herein and does not consider or
provide any advice with respect to any other tax issues that may affect the transactions or matters discussed in this e-mail.
Any tax advice contained in this e-mail was not written in a form, and was not intended, to satisfy the requirements for an
opinion on which you (or any other taxpayer) can rely to avoid penalties under the Internal Revenue Code of 1986, as
amended. Accordingly, the advice in this e- mail cannot be used by you (or any other taxpayer) to avoid such penalties.
Wolf, Block, Schorr and Solis-Cohen, Philadelphia
(above signature block on outgoing e-mails from the tax, estates, and employee benefits groups; larger font)
________________________________
IRS Circular 230 Disclosure: Unless expressly stated otherwise, any U.S. tax advice contained in this
communication (including any attachments) was not written and is not intended by Wolf, Block to be used, and cannot be
used, for the purpose of (i) avoiding penalties imposed by the Internal Revenue Code or (ii) promoting, marketing, or
recommending any transaction or matter addressed herein.
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