In the News

Haynes and Boone’s Jonathan Pressment Elected To Serve A Second Term As A Director of the New York County Lawyers’ Association

NEW YORK – Haynes and Boone, LLP litigation Partner Jonathan Pressment has been elected to serve a second term as a director on the New York County Lawyers’ Association (NYCLA) Board of Directors, this time for a three-year period. Founded in 1908, NYCLA is one of the largest and most influential bar associations in the country with more than 9,000 active members. >>

Haynes and Boone in New York Law Journal: Marketplace

Dallas-based Haynes and Boone, LLP has expanded its office at 30 Rockefeller Plaza, or 30 Rock. >>



Recent Publications

New IRS Ruling Permits Deferred Compensation Opportunities for U.S. Fund Managers of Offshore Hedge Funds

The Internal Revenue Service (“IRS”) recently issued Revenue Ruling 2014-18 (the “Ruling”) allowing the deferral of compensation from offshore hedge funds through the use of stock options (“Options”) and stock-settled stock appreciation rights (“SARs”) without running afoul of Section 457A of the Internal Revenue Code (“Section 457A”). >>

New Protocol Amending the Income Tax Treaty between the United States and Spain

On January 14, 2013 the United States and Spain signed a new protocol amending the existing income tax treaty between the United States and Spain that was signed on February 22, 1990. The Protocol modernizes the Treaty to conform with the existing treaty policies of both the Unites States and Spain. >>



Kenneth K. Bezozo

Partner
Managing Partner - New York Office

New York


30 Rockefeller Plaza
26th Floor
New York, New York 10112
T +1 212.659.4999
F +1 212.884.8222

Areas of Practice

Education

  • LL.M., Taxation, New York University School of Law, 1981
  • J.D., Benjamin Cardozo Law School, 1980, cum laude
  • B.A., Syracuse University, 1977, cum laude

Bar Admissions

  • New York
  • Texas
Kenneth K. Bezozo

Ken Bezozo is the Managing Partner of the New York office of Haynes and Boone, LLP. He has extensive experience in representing companies and individuals in business planning and taxation matters including structurings, formations, operations, acquisitions, mergers, restructurings, dispositions, family business separations, bankruptcies and workouts. He also has substantial experience in handling all types of federal and state tax controversies and tax litigation.

Ken is a frequent speaker on business transactions and taxation law topics including business structurings and formations, mergers and acquisitions, restructurings and recapitalizations, federal taxation issues affecting businesses, state tax planning for business entities, taxation of bankruptcy and workout-related tax issues.

Selected Client Representations

  • Entity formations and tax efficient structurings.
  • Taxable and tax-free acquisitions, mergers, restructurings and dispositions.
  • Complex tax-free reorganizations, recapitalizations and workouts.
  • Roll-up of numerous business entities into a pre-IPO business unit.
  • Entity structurings and restructurings to minimize state franchise and sales and use tax liability.
  • Analyze complex federal and state tax issues in insolvency, bankruptcy and workout transactions.
  • Mr. Bezozo also has represented taxpayers in hundreds of federal and state tax controversies, including:
    • Audits, appeals and tax hearings relating to audits, examinations, liens and levies, collection matters, etc.
    • Tax litigation at the state and federal levels, including with the Texas Comptroller, IRS District Counsel and the U.S. Department of Justice.
    • Voluntary disclosures (including offshore voluntary disclosures under the IRS's OVDI program) of unreported income and property to the IRS and state tax authorities.

Selected Professional and Business Activities

  • Former Chairperson, Corporate Tax Committee, State Bar of Texas
  • Former Chairperson - Section 108 Task Force, Bankruptcy Subcommittee of Corporate Tax Committee, American Bar Association
  • Former Vice Chairperson and Council Member, Tax Section, Dallas Bar Association

Selected Speeches and Presentations

  • "Taxation issues in Mergers & Acquisitions Transactions," CPAmerica Tax Conference, November 4, 2011.
  • "Tax Aspects of Bankruptcy, Troubled Debt Restructuring, and Getting the Most out of Insolvency," CPAmerica Tax Conference, November 9, 2010.
  • "Tax Issues in Large Case Chapter 11 Bankruptcies," American Bar Association, April 8, 2009.
  • "Perry Signs Tax Bill, What Does that Mean for You?" May 23, 2006.
  • "2006 IATA Legal Symposium, 'Aviation Transforms: Law, Politics and Economics'" February 12-14, 2006.

Honors

  • New York Metro Super Lawyers (2014)
  • Martindale Hubbell® Law Directory with a Peer Review Rating of AV® Preeminent™
  • Texas Super Lawyer (2002-2005)
  • Named in Euromoney Guide to the Leading U.S. Tax Lawyers (2003; 2004; 2005)

Selected Representative Experience


Sale of Newpark Completion and Well Testing Assets
Represented Newpark Resources, Inc. in connection with its sale of Newpark Drilling Fluids, LLC well-testing and completion assets to Wright Foster Disposals, a portfolio company of Prospect Capital Corporation.

Alliance Acquisition
Represented CD Listening Bar, Inc. d/b/a Super D in its acquisition of Alliance Entertainment Holding Corporation, a multimedia wholesale distributor.

Acquisition of Marketing Werks, Inc.
Represented CROSSMARK, Inc., a leading consumer goods sales and marketing services company, in its acquisition of Marketing Werks Inc., the largest independent consumer-engagement company in the country.

Sale of Interests Held by Rise Energy Partners, LP
Advised Rise Energy Partners, LP in connection with its sale of interests in various oil and gas producing properties offshore southern California to Memorial Production Partners LP for a purchase price of approximately $271 million.

Acquisition of Service King by the Carlyle Group
Advised Service King Collision Repair Centers in the sale of its operations to a private equity fund managed by The Carlyle Group.

Panda Temple Power, LLC - Credit Agreement
Represented Panda Temple Power, LLC as borrower in a $300 million credit facility.

NorthStar Realty Finance Corp. and the John Hancock Center
Represented NorthStar Realty Finance Corp. in its acquired control of the John Hancock Center in Chicago after buying $218 million of loans.

Landry's Inc. - Refinancing
Represented Landry's Inc. in its $1.6 billion refinancing, which included a new $1.2 billion credit facility, a Rule 144A offering, a tender offer for the repurchase of outstanding notes and related internal restructurings.

TAOS Combines with austriamicrosystems AG (SIX: AMS)
Texas Advanced Optoelectronic Solutions, Inc. (TAOS), a leading optoelectronic solutions provider, combines with austriamicrosystems AG (SIX: AMS), a leading global designer and manufacturer of high-performance analog integrated circuits in a strategic transaction valued at $320 million for cash and stock of AMS.

Verdeo Group Inc. Acquisition
Represented Sindicatum Carbon Capital, the Singapore-headquartered climate change and global sustainable resources company, in the acquisition of 100 percent of the outstanding shares of Verdeo Group Inc., a leading North American methane and emissions management firm. The resulting combined business operates a portfolio of projects in the North American mining, landfill, and oil and gas sectors. The portfolio included the largest coal mine methane project in the United States, several operating clean energy generation assets, and multiple projects listed on the Climate Action Reserve and other leading GHG registries in the United States.

FKF Madison Park Group Owner, LLC Chapter 11
Represented a joint venture, in which the managing member was one of the nation's top real estate development firms, in the acquisition through the bankruptcy process of the debtors' equity in a luxury Manhattan condominium project where secured debt alone is approximately $250 million. Assisted with and coordinated all aspects of the joint venture's efforts, including development of strategy, negotiations with adverse parties, and handling all of the joint venture's transactional, bankruptcy and litigation requirements.

TXCO Resources - Newfield Exploration Co.
Representation of Newfield Exploration Co. in purchase of assets in the Maverick Basin of Southwest Texas from TXCO Resources Inc., a San Antonio-based oil and natural gas exploration and development company. Newfield and the Anadarko Petroleum Company purchased substantially all the assets of TXCO for $310 million pursuant to an order of the United States Bankruptcy Court for the Western District of Texas.

The Penn Traffic Company - Chapter 11
Representation of The Penn Traffic Company and its subsidiaries in their Chapter 11 cases in the Delaware bankruptcy court. At filing, Penn Traffic owned and operated 79 supermarkets in the northeast part of the United States, and had total debt exceeding $250 million and annual revenues approaching $900 million. Following a spirited marketing and sale process, debtors sold substantially all their assets to TOPS Markets, LLC.

ASARCO LLC v. Americas Mining Corp. (In re ASARCO LLC), Adversary No. 07-02011 (S.D. Tex.)
Assisted bankruptcy and tax counsel with briefing and argument of novel issues of law and preservation of error in adversary proceeding between parent company and wholly-owned, "disregarded" entity over ownership of a $50 million tax refund, liability for more than $100 million in post-petition federal income taxes owed under tax sharing agreement, and liability for taxes attributable to $600 million deferred intercompany gain.

AT&T, Inc. in its $275 Million Acquisition of Wayport, Inc.
Represented AT&T, Inc. in its $275 million acquisition of Wayport, Inc., a network and applications management company that provides back-office management for Wi-Fi hot spots.

Representation of Boards of Directors in Acquisition of Energy Company
Represented the Boards of Directors of both Hassie Hunt Exploration Company and Hassie Hunt Production Company in connection with the $4.5 billion acquisition of Hunt Petroleum Corporation and the Hassie Hunt Companies by Ft. Worth-based XTO Energy.

ClubCorp, Inc. in its $1.8 Billion Sale to KSL Capital Partners, an affiliate of KKR
Represented ClubCorp in its $1.8 billion sale to KSL Capital Partners (an affiliate of KKR). ClubCorp is the leading operator of golf courses and country clubs in the world.

Recapitalization - Medical Benefits Claims Company
Represented CIC Partners, LP, when it partnered with the founder of the market leader in processing medical benefit claims to recapitalize the company.

WCI Communities, Inc.
Representation of lender, as Administrative Agent, in connection with amendments to the $500 million pre-petition revolving line of credit for WCI Communities, Inc. and its related affiliates and subsequent representation of the lender in connection with a $150 million syndicated debtor-in-possession lending facility to WCI. In addition, the firm represented the lender in connection with the negotiation, documentation, and consummation of WCI’s plan of reorganization and exit facilities.

Memberships

  • American Bar Association (Section of Taxation, Corporate Tax Committee, Section of Business Law)
  • State Bar of New York (Taxation Section)
  • State Bar of Texas (Section of Taxation)

Online Publications

07/09/2014 - New IRS Ruling Permits Deferred Compensation Opportunities for U.S. Fund Managers of Offshore Hedge Funds
The Internal Revenue Service (“IRS”) recently issued Revenue Ruling 2014-18 (the “Ruling”) allowing the deferral of compensation from offshore hedge funds through the use of stock options (“Options”) and stock-settled stock appreciation rights (“SARs”) without running afoul of Section 457A of the Internal Revenue Code (“Section 457A”).

01/29/2013 - New Protocol Amending the Income Tax Treaty between the United States and Spain
On January 14, 2013 the United States and Spain signed a new protocol amending the existing income tax treaty between the United States and Spain that was signed on February 22, 1990. The Protocol modernizes the Treaty to conform with the existing treaty policies of both the Unites States and Spain.

11/30/2012 - DealThink: As Always – State Taxes Lurk as a Trap
You are general counsel of a publicly traded medical device company that has begun the diligence process on your company’s target, a publicly held x-ray and CT scan component manufacturer. This alert outlines diligence concerns related to tax issues.

04/17/2012 - The Sun is Setting: Is it Time To Sell The Company?
You are the general counsel of a public company, and the company’s board has determined that it is in the best interests of the company’s stockholders to examine and explore all strategic alternatives to increase stockholder value, including a sale of the business.

02/23/2012 - Sales and Use Tax, Hard Times, and the Sticky Wicket of Nexus
Over the last few years as tax revenues have decreased and budgets have tightened, states across the country have aggressively pursued out-of-state retailers that may owe sales or use tax.

07/27/2011 - Update: Out-of-State Retailers Beware; Soon You May be Doing Business in Texas (whether you like it or not!)
Texas has now joined the growing ranks of states that have passed laws aimed at increasing tax collection from online retail transactions. Governor Rick Perry signed into law S.B. 1 on July 19, 2011. The relevant language is found in Section 30.02 of the bill and will take effect January 1, 2012.

06/28/2011 - The Crackdown on Foreign Account Holders Continues: The 2011 Voluntary Disclosure Initiative and the Updated Filing Requirements for Foreign Financial Accounts
With budgetary pressures increasing and deficits mounting, the United States Internal Revenue Service (“IRS”) is continuing its campaign to find U.S. citizens and residents who have failed to report both (1) their worldwide income on their U.S. federal tax returns and (2) all non-U.S. financial accounts in which they have a financial interest or over which they have signature authority.

05/10/2011 - Self-Employment Taxes for Business Owners and Investors
Self-employment taxes can be a land mine for business owners or investors. Because self-employment taxes may apply to someone who is not “self-employed” in the traditional sense of the word, an individual may find him or herself on the hook for unexpected tax liabilities when the tax man comes knocking.

05/02/2011 - Out-of-State Retailers Beware; Soon You May be Doing Business in Texas (whether you like it or not!)
It currently appears that Texas may join a growing number of states that have passed laws aimed at increasing tax collection from online retail transactions. On Wednesday, April 27, 2011, the Texas House passed H.B. 2403, which provides that out-of-state retailers that have relationships with certain Texas “affiliated” entities will be deemed to be doing business in Texas for purposes of the sales and use tax. H.B. 2403 has been sent to the Texas Senate for consideration.

02/14/2011 - Voluntary Disclosure Plan for Offshore Assets - Take #2
On February 8, 2011, the IRS announced a second voluntary disclosure program that will allow U.S. taxpayers to disclose offshore accounts that were previously kept secret from the IRS. U.S. citizens and resident foreign nationals are required to pay U.S. federal income tax on their worldwide income.

12/23/2010 - The Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010
On Friday December 17, 2010, the President signed into law the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010 (the “Act”).

11/10/2010 - (Almost) Year-End Tax Alert
In response to the current state of the economy, Congress has passed some tax legislation amending the Internal Revenue Code (the “Code”). Although it is up for debate, some would say that Congress has not been busy enough. As we near the end of the year, many taxpayers and their advisers are going through their usual year-end tax planning checklist. This year, planning may be greatly impacted both by recent legislation and by items that Congress has not yet addressed, including, among others, the extension (or lapse) of the “Bush tax cuts.”

08/26/2010 - Items to Consider in Determining Whether to Sell Your Business in 2010 - Part 4 of 4
This is the fourth client alert in a series of four generally describing (i) the tax changes that will occur on January 1, 2011 and in later tax years as a result of the recently enacted health care legislation, (ii) some of the steps a business owner should consider taking in order to prepare his or her business for sale, (iii) the sale process, and (iv) several key factors to consider in this process in an effort to maximize the after-tax benefits to the owners and to help ensure a smooth sales process.

08/18/2010 - Items to Consider in Determining Whether to Sell Your Business in 2010 - Part 3 of 4
This is the third client alert in a series of four alerts generally describing (i) the tax changes that will occur on January 1, 2011 and in later tax years as a result of the recently enacted federal legislation, (ii) some of the steps a business owner should take in order to prepare his or her business for sale, (iii) the sale process, and (iv) several key factors to consider to maximize the net after-tax benefits to the owners and to help ensure a smooth sales process.

08/10/2010 - Items to Consider in Determining Whether to Sell Your Business in 2010 - Part 2 of 4
This alert is the second in a series of four generally describing (i) the tax changes that will occur on January 1, 2011 and in later tax years as a result of the recently enacted health care legislation, (ii) many of the steps a business owner should consider taking in order to prepare his or her business for sale, (iii) the sale process, and (iv) several key factors to consider in this process in an effort to maximize the after-tax benefits to the owners and to help ensure a smooth sales process.

03/18/2010 - Warning: Trusts in Texas May Be Subject To Texas Franchise Tax!
The Texas franchise tax (also known as the “margin tax”) is so expansive that it can apply to private trusts administered in Texas.

02/24/2010 - Texas and Many Other States Will No Longer Automatically Respect the Form of Transactions Selected by Taxpayers for Sales Tax Purpose
Historically, a significant number of states had a general policy of respecting the form of a transaction chosen by a taxpayer and applied their sales tax laws based on that form of transaction. But several states, including Texas, that adopted and followed this policy are now undergoing a major shift to a new policy whereby they will determine the taxability of a transaction.

11/11/2009 - Special New Tax Election to Carry Back Net Operating Losses for up to 5 Years
On November 6, 2009, the Worker, Homeownership, and Business Assistance Act of 2009 (H.R. 3548) (the “Act”) was signed into law. The Act provides taxpayers (including corporate and non-corporate taxpayers) with a special election to carry back net operating loss (“NOL”) deductions for up to 5 years, rather than 2 years, as generally is permitted.

10/01/2009 - Software Licenses: Permission vs. Forgiveness and the Law of Unintended Consequences
In a case that may prove to be as serendipitous for struggling software companies as anything else, the United States Court of Appeals for the Sixth Circuit wrote another chapter in the law of unintended consequences with its ruling in Cincom Systems, Inc. v. Novelis Corp. (published September 25, 2009 pursuant to Sixth Circuit Rule 206: File Name: 09a0346p.06).

07/07/2009 - IRS Launches a Multi-Year Random Audit Program on Employment Tax Returns
Recently the IRS announced that it will begin conducting detailed, random employment tax audits of companies in November 2009. A representative with the IRS Small Business/Self-Employed (SBSE) Division stated that the government’s purpose during these audits will be to scrutinize employers’ treatment of workers as either employees or independent contractors, employers’ executive compensation policies, and certain other employment-related matters.

06/26/2009 - FURTHER UPDATE: IRS Extends FBAR Filing Deadline in Limited Circumstances
We recently alerted clients to the looming FBAR filing deadline of June 30, 2009. The IRS has now provided a limited extension of the deadline until September 23, 2009 FOR SOME—BUT NOT ALL—TAXPAYERS. 

06/24/2009 - Foreign Account Holders and Persons with Authority over Foreign Accounts – BEWARE! The June 30th U.S. Filing Deadline May Apply to You
Pursuant to the Bank Secrecy Act, certain U.S. persons are required to disclose information related to foreign financial accounts in which or over which they maintain an interest or some level of control. This information is disclosed by filing Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts. (This Treasury Department form is commonly referred to as an “FBAR”). The FBAR, which reports a taxpayer’s foreign financial accounts held or controlled during the 2008 calendar year, must be filed by June 30, 2009 (no extension is available) with the U.S. Department of Treasury. The purpose of this Alert is to provide a summary of the scope of an FBAR (including the recent revisions to this form) to assist our clients in complying with the stringent reporting requirements and avoid the onerous penalties relating to the failure to timely file this form.

05/07/2009 - Weathering the Storm: Modifying Your Company’s Debt: Tax Trap or Treasure?
Debtors increasingly are requesting that their creditors modify the terms of their debts because of difficulty or inability to service their debts in accordance with the debts’ existing terms. Faced with the prospect of debtor defaults and having to foreclose on property securing their loans causing the accrual of financial losses, creditors, too, often have an incentive to restructure debt to maximize their returns.

04/08/2009 - The Other End of the Firehose: The Treasury Giveth and the IRS Taketh Away
Presented as part of "Tax Issues in Large Case Chapter 11 Bankruptcies," ABA, April 8, 2009.

03/05/2009 - New York Fires Warning Shot at Hedge Funds Issuing Carried Interests
As the current economic downturn continues without signs of abating, many states are looking intently for new sources of revenue to meet their operating needs, and “carried interests” appear to be one of those sources moving onto the state tax chopping blocks. 

02/25/2009 - Weathering the Storm: Purchasing a Company’s Own Debt - The Tax Consequences May Surprise You
Recently, we have been approached by a number of companies that have expressed an interest in purchasing their own outstanding debt that, in many cases, is trading at a significant discount. While a debt acquisition (redemption) transaction may save cash for a company, unless one of the statutory exceptions is applicable, this type of transaction generally will result in the company immediately recognizing ordinary income. The purpose of this Alert is to provide a summary of the material federal income tax consequences associated with a company’s purchase of its own debt.

10/27/2008 - The Dark Side of the Internet: States Now Imposing Taxes on Businesses Regardless of Physical Presence
Does your company operate its business over the internet or make sales through its website? Do your customers or other businesses refer business to your website? Depending on the circumstances and the state, you might have inadvertently fallen into an ever-expanding trap of “nexus” with the states where your customers or the referring businesses are located.

09/24/2008 - A State Government “Hammer” for Non-Paying Taxpayers
News alert that discusses the increase in state tax audits due to the current state revenue shortfalls. 

01/10/2008 - Health Law: 2007 Highlights and Reminders for 2008

Texas Tax Reform Analysis
A Haynes and Boone teleconference

Texas Tax Reform is Imminent, Including a Possible Substantial Rewrite

01/01/2003 - Schools, Fools and Tax Collector Tools
New Stuff and New Uses For Old Stuff When the Tax Reaper Swings His Scythe (2003 Texas CPA Tax Institute)