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Donald L. Korb

Of Counsel

Donald L. Korb

Of Counsel
Washington, D.C. +1-202-956-7500+1-202-956-7500 +1-202-293-6330+1-202-293-6330
New York +1-212-558-4000+1-212-558-4000 +1-212-558-3588+1-212-558-3588
[email protected]

Former Chief Counsel for the Internal Revenue Service, Donald L. Korb joined Sullivan & Cromwell as a partner and the head of the Firm’s Tax Controversy Practice in 2009. A practicing attorney for over 42 years, both in the public and private sectors, not only is Mr. Korb widely recognized as one of the country’s foremost tax lawyers, his reputation extends outside the U.S. as well; for example, in October 2012, Mr. Korb was spotlighted in the U.K. Tax Journal in its “One minute with . . .” column, one of the very few U.S. tax lawyers ever profiled in that U.K. publication.

Public Sector Practice and Tenure with the Internal Revenue Service

As Chief Counsel (2004-2008), Mr. Korb was the chief law officer for the IRS, supervising approximately 1,500 attorneys who were assigned to the IRS National Office and among the major operational divisions of the agency. He played a prominent role in increasing the effectiveness of the Chief Counsel’s Office, and is best known for developing the litigation strategy that led to the stunning success by the government in litigating tax shelter cases during his almost five-year tenure.

Among the individual matters with which he was personally involved while Chief Counsel was serving as the lead negotiator in resolving a landmark transfer pricing dispute. As part of the settlement, the taxpayer made the largest single payment ever made to the IRS to resolve a tax dispute.

Prior to becoming the IRS Chief Counsel in 2004, Mr. Korb previously worked twice before in the public sector, having spent more than two years as an Assistant to the Commissioner of Internal Revenue in the mid-1980s (when he was the overall coordinator of the IRS’s involvement in the legislative process that resulted in the enactment of the landmark Tax Reform Act of 1986) and, at the beginning of his career, four years as an attorney adviser in the IRS Chief Counsel’s Office.

Private Sector Practice and Extensive Ongoing Tax Controversy Experience

In addition to his notable tenure in the public sector, Mr. Korb has over 33 years of private practice experience, the majority of it as a tax partner at Thompson Hine, including serving as chairman of that firm’s tax group. He was primarily responsible for developing Thompson Hine’s national tax controversy practice but also advised clients on major transactions and obtained rulings and other technical guidance from the IRS National Office.

Most of Mr. Korb’s private practice experience has consisted of tax controversy matters, including a significant number of tax fraud and tax penalty cases. Additionally, Mr. Korb has been involved in the planning of many transactions, including financings, mergers, acquisitions and dispositions of assets and workouts of distressed companies. Over the years, he has formed numerous partnerships, joint ventures and limited liability companies. He also has assisted taxpayers in influencing the direction of tax policy at both the administrative and Congressional levels, including testifying before Congress. In addition, he has obtained many private letter rulings for clients, a number of which were obtained on a very expedited basis. Finally, he has helped candidates for senior Executive Branch appointments with the nomination/confirmation process, and in particular has advised them how to deal with tax issues that could conceivably derail their nomination.

Writing and Speaking Engagements

Mr. Korb frequently writes and publishes articles regarding national and international tax controversy and dispute resolution issues. Recent notable articles include:

  • “Is the US Tax Reform Effort in Trouble?” in Tax Journal (May 5, 2017)
  • “What Donald Trump’s Election Means for US Tax Policy” in Tax Journal  (November 18, 2016)
  • “BEPS: The US Perspective” in Tax Journal  (July 25, 2014)
  • “US Transfer Pricing Audit Roadmap Can Help Taxpayers” in International Tax Review (March 17, 2014)
  • “Debt-equity litigation returns to US courts,” in British Tax Review (January 2014) (Co-author)
  • “IRS Issues Directive Revising the Information Document Request Enforcement Process for LBI Examinations” in Bloomberg BNA’s Daily Tax Report (November 20, 2013)
  • G-8 Declaration Latest in International Movement to increase Tax-Related Disclosures and to limit Cross-Border "Tax Arbitrage," in Practical Information Tax Strategies (June 30, 2013)
  • “One minute with . . .” interview, in U.K. Tax Journal (October 2012)
  • “The Increasing Demands on US Tax Advisers,” in U.K. Tax Journal (July 2012)
  • “Final Section 482 Cost Sharing Regulations: A Renewed Commitment to the Income Method,” in BNA Tax Management Transfer Pricing Report (January 2012)
  • “Brazilian Legislation Proposes to Allow Administrative Settlement of Tax Disputes,” in both Latin American Law & Business Report and Practical Latin American Tax Strategies (February 2011)
  • “Why Tax Authorities Need to Respect Client Privilege,” in International Tax Review (December 2010/January 2011)
  • “The IRS Uncertain Tax Position Initiative,” in U.K. Tax Journal (November 2010)
  • “Comparing U.S. and U.K. anti-avoidance approaches,” in Tax Journal (August 2010) (Co-author)
  • “Expert Q&A on the Codified Economic Substance Doctrine” (Practical Law: The Journal) (May 2010)
  • “Brazilian Tax Settlements,”in Latin American Law & Business Report (November 2009) (Co-author)
  • “The Four Rs Revisited: Regulations, Rulings, Reliance and Retroactivity in the 21st Century – A View From Within,” in CCH’s Taxes – The Tax Magazine (An August 2009 update of former IRS Chief Counsel Mitchell Rogovin’s important 1965 treatise)
  • "Tax Information Exchange Program: View From America," in The Tax Journal (July 2009) (Co-author)
  • “IRS Alternatives to the Traditional Tax Controversy System,” in Direito Tributário Internacional Aplicado (Winter 2008)

Mr. Korb also speaks on a variety of topics, including at events sponsored by the American Bar Association, Tax Executives Institute, Practising Law Institute, International Fiscal Association and many other organizations. Notably, while Chief Counsel for the IRS, Mr. Korb gave more than 250 speeches or public presentations. Recent presentations include:

  • “Review of Agency Rule-Making (APA, CRA, and Administrative Rescission),” 2017 Spring Tax Policy Conference & Annual TTC/TCPI Board Meetings (March 16, 2017) (Palm Beach, FL)
  • “Recent Developments in Tax Litigation,” FBA Tax Law Conference (March 3, 2017) (Washington, DC)
  • “Use of the Administrative Procedure Act to Challenge IRS Guidance and Other IRS Administrative Actions,” Conference, USA Branch, International Fiscal Association (February 22, 2017) (New York, NY)
  • “A New World: BEPS and Section 385,” Tax Executives Institute, New York Chapter (December 14, 2016) (New York, NY)
  • “Use of the Administrative Procedure Act in U.S. Tax Controversies,” Tax Executives Institute Cleveland Branch (October 27, 2016) (Cleveland, OH)
  • “IRS Administrative Issues Including Altera,” National Foreign Trade Council Tax Committee Meeting (October 20, 2016) (Washington, D.C.)
  • “Criminalization of Tax Planning, including general audit in post-BEPS environments and practical strategies for minimizing exposure,” International Fiscal Association U.S. and Italy Branches Joint Meeting (September 23, 2016) (Barcelona, Spain)
  • “Trends in Tax Exceptionalism and Tax Litigation,” UK Journal of Tax Administration and the Centre for Tax Law at Cambridge University (July 14, 2016) (London, U.K.)
  • “Using the Administrative Procedure Act to Challenge IRS Guidance and Other IRS Administrative Actions,” New York University (February 4, 2016) (New York, NY)
  • “Tax Policy Symposium: Reforming the IRS,” University of Minnesota Law School Forum on Taxation and Regulation (March 21, 2015) (Minneapolis, MN)
  • “Exploring the Limits of the Evolving Economic Substance and Business Purpose Doctrines and Related Ethics Issues”, PLI Conference on Tax Strategies 2014 (December 5, 2014) (Los Angeles, CA)
  • “Quote Me: How to Interact with the Tax Press,” 2014 Joint Fall CLE Meeting of the ABA Tax Section (September 19, 2014) (Denver, CO)
  • “LB&I Update, Compliance and Resolution Tools,” 13th Annual IRS LB&I Financial Services Industry Conference (September 18, 2014) (New York, NY)
  • “How Do You Put a Cross Border Debt/Equity Case Together?” At the International Fiscal Association (November, 2013, Washington) and at the Tax Executives Institute, New York Chapter 49th Annual Symposium (January 2014) (New York, NY)
  • “Tax Reform in a Time of Crisis,” Symposium at the Pepperdine School of Law (January 2014) Malibu, CA)
  • “Exploring the Limits of the Evolving Economic Substance, Business Purpose and Related Doctrines”, PLI Conference on Tax Planning 2013 (November 11, 2013) (Los Angeles, CA)
  • “Nuts and Bolts of a Partnership Tax Controversy,” at Practising Law Institute’s Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures and Other Strategic Alliances 2013 (May 2013) (New York, NY)
  • “HMRC and the Taxpayer: Settlements and the Exercise of Discretion,” at the Institute for Fiscal Studies (September 2012) (Cambridge, U.K.)
  • “Exploring the Limits of the Evolving Economic Substance, Business Purpose and Related Doctrines”, PLI Conference on Tax Strategies 2012 (December 7, 2012) (Los Angeles, CA)
  • “Tax Controversy and Hot Audit Topics,” at the Tax Executives Institute New York Chapter 48th Annual Symposium (December 2011) (New York, NY)
  • “How to Deal with Legal, Corporate and Tax Challenges During Post -Merger Intergration”, China Outbound M&A Seminar (July 28, 2011) (Shanghai, China)
  • “Introduction to U.S. Federal Tax System/U.S. Tax Controversy Pipeline/Role of U.S. Tax Advisors in the U.S. Tax System”, at the Chinese State Administration of Taxation Restructuring Training (July 27, 2011) (Shanghai, China)
  • "Fight for Money: Civil War Income Tax Laws” (April 13, 2011) (Cleveland, OH)
  • “Enforcement and Controversy”, ABA Section of International Law Transfer Pricing in Global Supply Chain – Current Issues (April 6, 2011) (Washington, D.C.)  
  • “The New ‘Codified’ Economic Substance Doctrine”, USC 2011 Tax Institute (January  24, 2011) (Los Angeles, CA)
  • “The IRS and the Evolution of Taxpayer Transparency”, TEI New York Chapter 47th Annual Tax Symposium (December 8, 2010) (New York, NY)
  • “Evolution of Transparency/UTP Industry Perspectives”, IRS LB*I/Houston TEI Tax Conference (December 2, 2010) (Houston, TX)
  • “Hindsight Is 20/30: What the Tax Covenants SHOULD Have Said”, PLI Conference on Tax Strategies 2010 (October 22,  2010) (New York, NY)
  • “Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations and Restructurings,” a Practising Law Institute seminar (October 2010) (New York, NY)
  • “The Legal Privilege for Tax Advice,” at the 64th Annual Congress of the International Fiscal Association (September 2010) (Rome, Italy)
  • Mattos Filho Seminar, at The Brazilian National Assembly (March 5, 2010) (Sau Paulo, Brazil)
  • “Transparency, Compliance, and the Future of Tax-Decision Making”, Tax Executives Institute Midyear Conference (April 13, 2010) (Washington, D.C.)
  • Keynote speaker, Tax Executives Institute’s Forty-Sixth Annual Tax Symposium (December 10, 2009) (New York)
  • “Preserving Attorney-Client and Work Product Privilege After Textron”, International Fiscal Association (December 1, 2009) (New York, NY)
  • “What to Expect from the IRS Enforcement Activities Over the Next Couple of Years,” and “Life After Textron and Other Issues Relating to Transparency in IRS Examinations” at the MAPI/Manufacturers Alliance Tax Council Meeting (November 17, 2009) (Annapolis, Maryland)
  • "Bilateral and Multilateral Information Sharing – How They Are Gathering Information About You! And What You Should and Shouldn't Do About It,” at the International Tax Institute (November 10, 2009) (New York, New York)
  • "The U.S. Tax Controversy Pipeline – From A to Z,“ at the International Fiscal Association Congress (November 6, 2009) (Munich, Germany)
  • “United States v. Textron Inc.: What Did It Decide and What Remains Unsettled About the Work Product Doctrine?” Practising Law Institute live audio webcast (October 19, 2009)
  • “Trends in International Tax”, Tax Journal: The Future of UK Tax (June 24, 2009) (London, U.K.)
  • “Ethics and Professional Responsibility”, ALI-ABA Corporate Taxation (April 3, 2009) (Washington, D.C.)
  • “Alternatives to Trial”, Tax Court Judicial Conference (April 2, 2009) (Galloway, N.J.)
  • “Litigation with Multiple Tax Authorities”, Tax Council Policy Institute (February 26, 2009) (Washington, D.C.)
  • “Looking Back, Looking Forward: My Time as Chief Counsel”, ABA Section of Taxation Administrative Practice/Court Procedure Committees Lunch (January 9, 2009) (New Orleans, LA)

Other Professional Activities

  • American College of Tax Counsel – Fellow (1995-present); Regent (2001-2004)
  • Section of Taxation, American Bar Association – Member (1978-present); Chair, Administrative Practice Committee (1992-1994); Council Director (1996-1999); Vice Chair, Committee Operations (2000-2002); LMSB Division Coordinator (2003-2004)
  • Cleveland Tax Institute – Arrangements Committee Chair (1981); Program Chair (1993); Vice Chair (1994); Chair (1995)
  • Ohio State Tax Commissioner’s Advisory Council – Member (2000-2003)
  • Ohio Secretary of State Operations Review Team – Member (1999)
  • The National Commission on Economic Growth and Tax Reform (the “Kemp Commission”) – Tax Adviser (1995)

Mr. Korb has also taught many individual tax law classes and seminars at law schools, including at the University of Cambridge, Université de Paris II Pantheon Assas (Sorbonne), California-Berkeley, Chicago, Columbia, Florida, Georgetown, Harvard, Michigan, NYU, Stanford, UCLA, Virginia and Yale. He also taught a session on "An Introduction to the U.S. Federal Tax System" to the Chinese tax authority (State Administration of Taxation (SAT)) in Shanghai, China in the summer of 2011.

Rankings and Recognitions

  • International Law Office – received the Client Chose Award for Corporate Tax in 2017
  • Chambers USA – ranked as a leading lawyer in Tax (Washington, D.C.) (2009-2017) and Tax Controversy (National) (2010-2014)
  • International Tax Review’s Tax Disputes/Controversy Leaders Guide – recognized in the inaugural and subsequent editions as a leading lawyer in the field of tax disputes and controversy (2011, 2013, 2015, 2016)
  • The Best Lawyers in America – recognized as a leading lawyer for Tax for over 25 years (1989-2018)
  • The Legal 500 United States – recommended lawyer for Tax Controversy (2010-2017)
  • Washington, DC Super Lawyers - recognized for Tax (2004, 2012-2017)