FacultyFaculty/Author Profile
Lisa M. Zarlenga

Lisa M. Zarlenga

Steptoe & Johnson LLP

Washington, DC, USA


Lisa M. Zarlenga serves as co-chair of the firm’s Tax Group having returned to the firm after serving nearly four years as Tax Legislative Counsel at the US Treasury Department’s Office of Tax Policy. She is also a member of the firm’s Government Affairs & Public Policy Group. Ms. Zarlenga advises clients on federal income taxation issues, with a focus on corporate transactional and planning, tax policy with respect to proposed tax legislation or Treasury regulations, and tax controversy matters.

At Treasury, Ms. Zarlenga advised Treasury’s Assistant Secretary for Tax Policy on a broad range of domestic tax policy issues, including corporate, partnership, healthcare, tax-exempt organizations, energy, income tax accounting, estateand gift, and procedure and administration. She oversaw preparation of regulations and other administrative guidance implementing the Internal Revenue Code in these areas. She also oversaw the office's legislative effort and preparation of the president's revenue proposals for the annual budget.

Transactional and Planning Matters

Ms. Zarlenga has significant experience structuring tax-free and taxable acquisitions and dispositions for both public and private companies, including providing opinion letters and seeking advance rulings from the IRS. She has particular experience in the areas of Section 355 spin-offs and the use of disregarded entities in corporate transactions.She is also frequently called upon to assist in restructuring financially troubled businesses and to advise clients with respect to the special rules governing consolidated groups.

Tax Policy Matters

Ms. Zarlenga’s practice involves the resolution of tax policy issues before Congress and the Treasury Department. These issues arise in the context of pending or proposed legislation and proposed Treasury Department regulations. Ms. Zarlenga also advises clients on changes in the law or administrative guidance that would be beneficial and represents these clients before Congress and the Treasury Department to seek such changes.

Tax Controversy Matters

Ms. Zarlenga's practice also involves advising clients in the context of complex tax controversies, both at the administrative level and in litigation.Ms. Zarlenga has advised clients during the audit process, prepared protests, participated in IRS Appeals conferences, responded to requests for technical advice, and


handled matters in US district courts and the Court of Federal Claims.She has assisted in negotiating settlements both at the IRS Appeals level and once the matter has been docketed in court.

Noteworthy

  • Fellow, American College of Tax Counsel
  • Treasury Exceptional Service Award, 2015
  • Washingtonian Magazine's "Best Lawyers" in Tax, 2015
  • Treasury Special Act Award, 2011
  • Legal 500 US, Finance: Not-for-Profit (Nonprofit and Tax Exempt Organizations);Government: Government Relations;Tax: International Tax;Tax: US Taxes – Contentious;Tax: US Taxes – Non-Contentious, 2016;Domestic Tax (East Coast), 2009-2010
  • John S. Nolan Tax Law Fellow (ABA), 2004-2005

Select Seminars & Events

2016 Joint Fall CLE Meeting, ABA, September 29, 2016

28th Annual Insurance Tax Seminar, FBA, June 2, 2016

2016 May Meeting, ABA, May 6, 2016

"Mergers and Acquisitions," Tax Executives Institute, March 18, 2016

"Recent Corporate Tax Developments," Federal Bar Association, March 4, 2016

Consolidated Tax Return Regulations 2016, Practicing Law Institute, February 22, 2016

Selected Publications

One Week Until the 2016 Election - Public Policy Implications
November 2, 2016

Changes to IRS Appeals May Create Problems for Taxpayers
October 26, 2016, Law360

How the 2016 Election Will Affect Public Policy Developments - Part III
October 20, 2016

Changes in IRS Appeals Could Create Difficulties for Taxpayers
October 18, 2016

Final FAR Rule Prohibits Awards to Contractors With Delinquent Taxes or Felony Convictions
October 17, 2016

Treasury, IRS Issue Temporary and Final Regulations Affecting Related-Party Financing
October 15, 2016

The Treatment of Passthrough Entities Will Play Critical Role in 2017 Tax Reform
October 14, 2016, The Hill

How the 2016 Election Will Affect Public Policy Developments - Part II
October 11, 2016

Professional Affiliations

Vice Chair, Continuing Legal Education Committee, Taxation Section, American Bar Association

Corporate Tax Committee, Taxation Section, American Bar Association

Government Relations, Taxation Section, American Bar Association

Corporate Tax Committee, Taxation Section, District of Columbia Bar

Membership Coordinator, Taxation Section, District of Columbia Bar (Non-Steering Committee Member)

The Tax Coalition

Areas of Practice

  • Tax
  • Corporate Tax Transactions
  • IRS Controversy & Tax Litigation
  • Partnerships / LLCs / S Corporations
  • Tax Policy
  • Government Affairs & Public Policy
  • Financial Services
  • Blockchain and Digital Currency

Education

  • Georgetown University Law Center, LL.M., Taxation, with honors, 1997
  • Ohio State University Moritz College of Law, J.D., 1994, Order of the Coif, Associate Editor, Ohio State Law Journal
  • Ohio State University, B.S., Honors Accounting, summa cum laude,1991, Beta Gamma Sigma

Judicial Clerkships

  • Hon. Robert P. Ruwe, US Tax Court, 1994-1996

Bar & Court Admissions

  • District of Columbia
  • Ohio
  • US Supreme Court
  • US Tax Court
  • US Court of Federal Claims
Lisa M. Zarlenga is associated with the following items:
CHB Chapters  CHB Chapters Use of Limited Liability Companies in Corporate Transactions - Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2016, Tuesday, October 18, 2016
Corporate Divisions Under Section 355 - Consolidated Tax Return Regulations 2017, Wednesday, February 15, 2017
The Section 355(d) Regulations: Narrowing the Scope of an Overly Broad Statute - Consolidated Tax Return Regulations 2017, Wednesday, February 15, 2017
The Fourth Time’s a Charm—Temporary Section 355(e) Regulations Provide Helpful Guidance to Taxpayers - Consolidated Tax Return Regulations 2017, Wednesday, February 15, 2017
Final Section 355(e) Plan Regulations—The Final Chapter in the Saga - Consolidated Tax Return Regulations 2017, Wednesday, February 15, 2017
Acquisition and Separation Issues in Consolidation (PowerPoint slides) - Consolidated Tax Return Regulations 2017, Wednesday, February 15, 2017
“Spin-Offs”: The Anti-Morris Trust and Intragroup Spin Provisions - Consolidated Tax Return Regulations 2017, Wednesday, February 15, 2017
Assessing the Value of the Proposed “No Net Value” Regulations - Consolidated Tax Return Regulations 2017, Wednesday, February 15, 2017
Use of Limited Liability Companies in Corporate Transactions - Consolidated Tax Return Regulations 2017, Wednesday, February 15, 2017
Use of Limited Liability Companies in Corporate Transactions - Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2017, Wednesday, October 18, 2017
Treatise Chapters  Treatise Chapters “Spin-Offs”: The Anti-Morris Trust and Intragroup Spin Provisions - The Corporate Tax Practice Series, Wednesday, February 08, 2017
The Fourth Time’s a Charm—Temporary Section 355(e) Regulations Provide Helpful Guidance to Taxpayers - The Corporate Tax Practice Series, Wednesday, February 08, 2017
Assessing the Value of the Proposed “No Net Value” Regulations - The Corporate Tax Practice Series, Wednesday, February 08, 2017
The Section 355(d) Regulations: Narrowing the Scope of an Overly Broad Statute - The Corporate Tax Practice Series, Wednesday, February 08, 2017
Use of Limited Liability Companies in Corporate Transactions - The Corporate Tax Practice Series, Wednesday, February 08, 2017
Corporate Divisions Under Section 355 - The Corporate Tax Practice Series, Wednesday, February 08, 2017
Final Section 355(e) Plan Regulations—The Final Chapter in the Saga - The Corporate Tax Practice Series, Wednesday, February 08, 2017
Restructuring Troubled Companies - The Corporate Tax Practice Series, Wednesday, February 08, 2017
Who Precedes and Who Succeeds: Proposed Section 355(e)(4)(D) Regulations - The Corporate Tax Practice Series, Wednesday, February 08, 2017
Use of Limited Liability Companies in Corporate Transactions - The Partnership Tax Practice Series, Tuesday, August 01, 2017
Web Segment  Web Segment Acquisition and Separation Issues in Consolidation - Consolidated Tax Return Regulations 2017, Wednesday, February 15, 2017
MP3 Audio  MP3 Audio Acquisition and Separation Issues in Consolidation - Acquisition and Separation Issues in Consolidation, Wednesday, February 15, 2017
MP4 - Mobile Video Seg  MP4 - Mobile Video Seg Acquisition and Separation Issues in Consolidation - Acquisition and Separation Issues in Consolidation, Wednesday, February 15, 2017
On-Demand Web Programs  On-Demand Web Programs Consolidated Tax Return Regulations 2017, Tuesday, February 21, 2017, New York, NY
Live Seminar  Live Seminar Consolidated Tax Return Regulations 2018, Tuesday, February 20, 2018, New York, NY
Live Webcast  Live Webcast Consolidated Tax Return Regulations 2018, Tuesday, February 20, 2018, New York, NY
PLI Grpcast-Live Web  PLI Grpcast-Live Web Consolidated Tax Return Regulations 2018, Tuesday, February 20, 2018, Atlanta, GA
Consolidated Tax Return Regulations 2018, Tuesday, February 20, 2018, Cleveland, OH
Consolidated Tax Return Regulations 2018, Tuesday, February 20, 2018, Philadelphia, PA
Consolidated Tax Return Regulations 2018, Tuesday, February 20, 2018, Pittsburgh, PA
Consolidated Tax Return Regulations 2018, Tuesday, February 20, 2018, Mechanicsburg, PA
Consolidated Tax Return Regulations 2018, Tuesday, February 20, 2018, New Brunswick , NJ
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