Machado Meyer tax partner Fernando Colucci joins Skadden’s David Farhat, Loren Ponds, Eman Cuyler and Stefane Victor to explore Brazil's historic shift from a 27-year formulaic transfer pricing system to full OECD compliance. As he explains, “We moved from a very strict, very formulaic approach to a simple, a direct import of the arm's-length principle.” Tune in for his insights on dramatic changes facing multinational enterprises and Brazil's notorious 75% penalty system that raises the stakes on compliance decisions.

Top takeaways from this episode

• The Formula-to-Function Flip: Brazil abandoned 27 years of fixed profit margins in favor of the full OECD arm's-length principle, requiring companies to conduct detailed functional analyses for the first time.
• All-or-Nothing Penalties: Brazil's unique 75% penalty system creates stark choices: Accept the tax authority's adjustment with no penalty or challenge it and face penalties on any sustained portion.
• Intangibles Enter the Game: Previously excluded from transfer pricing rules, intangible transactions are now subject to OECD guidelines, creating new compliance challenges.
• Limited Relief Mechanisms: While Brazil introduced its first APA program, it operates more like a written consultation process than traditional APAs, and the country has never executed a MAP case despite having treaty provisions.

Name: Fernando Colucci

What he does: Fernando provides legal and tax assistance in M&A operations, restructurings, international taxation, international treaties, transfer pricing, tax planning, international investments taxation, asset and succession planning.

Organization: Machado Meyer

Words of wisdom: “My recommendation here is to start with a thorough risk assessment. So, understand your intercompany transactions, identify potential areas of concern. Getting prepared, that's the motive.”

Connect: LinkedIn

☑️ Follow us on X and LinkedIn.

☑️ Subscribe to GILTI Conscience on Apple Podcasts, Spotify or your favorite podcast app.

☑️ Let us know what topics you would like to hear about on GILTI Conscience by emailing our executive producer at

When goods, services and rights go back and forth within a company, how do you attribute profit or loss to one part of the company versus another? Former OECD head of tax treaties and transfer pricing Mary Bennett and EY’s Mike McDonald join this episode of “GILTI Conscience” for a detailed discussion on the attribution of profits to permanent establishments. Skadden tax partners David Farhat and Nate Carden and associate Stefane Victor host the discussion, which explores, among other topics, critical differences between Articles 7 and 9 of the OECD Model Tax Convention and why these distinctions matter for multinational businesses.

Name: Mary Bennett

What she does: Mary worked in private practice before joining the Office of International Tax Council at Treasury. She spent six years as the head of tax treaties and transfer pricing at the OECD in between two stints as a partner at Baker McKenzie before retiring in 2022.

Organization: Formerly OECD and Baker McKenzie

Words of wisdom: "The AOA recommends that companies create internal documentation of how their situations should be characterized, and countries should follow that documentation unless it clearly doesn't reflect reality.”

Connect: LinkedIn

Name: Mike McDonald

What he does: Mike spent multiple stints at Treasury and EY, currently serving as managing director of International Tax and Transactions,Transfer Pricing at EY.

Organization: EY

Words of Wisdom: “I think the best primer on profit attribution in general is Chapter One, or Part One, of the AOA.”

Connect: LinkedIn

☑️ Follow us on X and LinkedIn.

☑️ Subscribe to GILTI Conscience on Apple Podcasts, Spotify or your favorite podcast app.

☑️ Let us know what topics you would like to hear about on GILTI Conscience by emailing our executive producer at eman.cuyler@skadden.com.

GILTI Conscience is a podcast by Skadden, Arps, Slate, Meagher & Flom LLP, and Affiliates. Skadden’s tax team is recognized globally for providing clients with creative and innovative solutions to their most pressing transactional, planning, and controversy challenges. The insights and views presented in GILTI Conscience are for general information purposes...

Amount B is designed to streamline transfer pricing for baseline distribution and marketing companies worldwide, but “we’re apparently in a world of complexity and controversy,” says Jessie Coleman..

A principal at KPMG, Jessie joins Skadden attorneys Nate Carden, David Farhat, Eman Cuyler and Stefane Victor to discuss everything there is to know about the current and future status of Amount B. Together, they explore questions of scoping – will jurisdictions agree that an entity is in-scope? – and who’s signing on to Amount B, as well as tensions that may arise over how to handle disputes.

For companies that would likely be in-scope when implementation launches, Jessie suggests they prepare by monitoring their assets-to-sales, which will drive where they fit in the Amount B matrix. “I think knowing the unknown right now is really important,” she observes.

Name: Jessie Coleman

What she does: Jessie provides services related to transfer pricing planning, documentation, and controversy and international tax policy.

Organization: KPMG

Words of wisdom: “It's pretty important that companies look at where they are right now and also make sure that there's no misclassifications, I would say, or confusions. I think knowing the unknown right now is really important.”

Connect: LinkedIn

☑️ Follow us on X and LinkedIn.

☑️ Subscribe to GILTI Conscience on Apple Podcasts, Spotify, or your favorite podcast app.

☑️ Let us know what topics you would like to hear about on GILTI Conscience by emailing our executive producer at eman.cuyler@skadden.com.

GILTI Conscience is a podcast by Skadden, Arps, Slate, Meagher & Flom LLP, and Affiliates. Skadden’s tax team is recognized globally for providing clients with creative and innovative solutions to their most pressing transactional, planning, and controversy challenges. The insights and views presented in GILTI Conscience are for general information purposes only and should not be taken as legal advice for any individual case or situation. The information presented is not a substitute for consulting with an attorney, nor does tuning into this podcast constitute an attorney-client relationship of any kind.

In our second episode in our spotlight series focused on celebrating diversity, GILTI Conscience’s David Farhat and Stefane Victor are joined by colleagues Brian Breheny and Jordan Schwartz for an earnest dialogue on DEI in big law. The guests discuss some of the challenges they faced as gay professionals, including their experiences coming out at work and questions they faced, as well as their efforts to advocate for diversity in the workplace and embrace its importance.

Name: Brian Breheny

What he does: Brian Breheny is a partner and co-head of Skadden’s SEC Reporting and Compliance practice. Brian formerly held numerous leadership positions at the SEC leader and now concentrates his practice on mergers and acquisitions, corporate governance, and general corporate and securities matters.

Organization: Skadden

Words of wisdom: “Keep in mind what you think people are thinking of you and be careful to address that — not to fix your personality to meet what you think they need.”

Connect: LinkedIn

Name: Jordan Schwartz

What he does: As counsel in Skadden’s Mass Torts, Insurance and Consumer Litigation Group, Jordan Schwartz represents clients in purported class actions, multidistrict litigation and mass tort proceedings in federal and state courts.

Organization: Skadden

Words of wisdom: “I think it's really incumbent on us to highlight how enjoyable [DEI efforts are], how enriching the experience is. That’s why we have a Diversity Committee.”

Connect: LinkedIn

☑️ Follow us on X & LinkedIn.

☑️ Subscribe to GILTI Conscience on Apple Podcasts, Spotify or your favorite podcast app.

☑️ Let us know what topics you would like to hear about on GILTI Conscience by emailing our executive producer at eman.cuyler@skadden.com.

GILTI Conscience is a podcast by Skadden, Arps, Slate, Meagher & Flom LLP, and Affiliates. Skadden’s tax team is recognized globally for providing clients...

“You want people to be themselves. You're going to get the most productivity, the most career longevity from somebody that's happy about being where they are,” says De Lon Harris.

In celebration of Pride Month, Skadden tax senior advisor De Lon Harris joins Eman Cuyler and Stefane Victor on “GILTI Conscience,” where he discusses his life and career as a gay professional. De Lon talks about his 30-plus years at the IRS and the different roles he took on, as well as his experience as a gay person working in government service. He also touches on mentorship, including the importance of seeking diversity in mentors.

Name: De Lon Harris

What he does: De Lon Harris is the Senior Advisor for Tax Resolution Strategies at Skadden. With more than three decades of experience at the IRS, De Lon Harris counsels clients on a wide range of tax controversy matters.

Organization: Skadden

Words of wisdom: “You can't truly be happy if you're not comfortable in the workplace or you're not being exactly who you need to be.”

Connect: LinkedIn

☑️ Follow us on Twitter & LinkedIn.

☑️ Subscribe to GILTI Conscience on Apple Podcasts, Spotify or your favorite podcast app.

☑️ Let us know what topics you would like to hear about on GILTI Conscience by emailing our executive producer at eman.cuyler@skadden.com.

GILTI Conscience is a podcast by Skadden, Arps, Slate, Meagher & Flom LLP, and Affiliates. Skadden’s tax team is recognized globally for providing clients with creative and innovative solutions to their most pressing transactional, planning, and controversy challenges. The insights and views presented in GILTI Conscience are for general information purposes only and should not be taken as legal advice for any individual case or situation. The information presented is not a substitute for consulting with an attorney, nor does tuning into this podcast constitute an attorney-client relationship of any kind.

“Transfer pricing, itself, is more of an art than a science. There's a lot of gray area in many, many aspects of transfer pricing,” says Clark Armitage.

In this episode of the “GILTI Conscience” podcast, Skadden attorneys Nate Carden, David Farhat, Eman Cuyler and Stefane Victor, are joined by guest Clark Armitage of Caplin & Drysdale. The group dives into a comprehensive discussion about the intricacies of ICAP, MAP and APA in cross-border transfer pricing issues. They consider the application of each as a tool, debating their benefits and potential drawbacks in aiding taxpayers.

The panel also discusses how a Pillar Two-world could bring additional questions to already complex pricing practices.

Name: J. Clark Armitage

What he does: Clark Armitage is a member at Caplin & Drysdale with vast experience in international tax lawyer with a focus on transfer pricing.

Mr. Armitage's core practice is advising multinational corporations from a wide range of industries on transfer pricing matters, including planning, audits and appeals, advance pricing agreements (APAs) and mutual agreement procedures (MAPs). He has a particularly strong background in APAs, having served eight years in the IRS Advance Pricing Agreement Program, including as deputy director from 2008-10.

Mr. Armitage also advises clients on other U.S. international tax issues. He is well versed with issues arising under the Tax Cuts and Jobs Act of 2017, including GILTI, FDII, BEAT and foreign tax credit basketing. He represents clients with residency issues before the IRS Treaty Assistance and Interpretation Team (TAIT), helps clients navigate the U.S. federal income tax implications of bona fide Puerto Rican residency and status under Puerto Rico Act 20, Act 22, Act 60 and Act 73, and advises on permanent establishment and similar exposures.

Organization: Caplin & Drysdale

Words of wisdom: “The MAP process is based on bilateral treaties, for the most part bilateral, between two countries that allow for two competent authorities to come together to resolve a transfer pricing dispute.”

Connect: LinkedIn | Email

☑️ Follow us on Twitter & LinkedIn.

☑️ Subscribe to GILTI Conscience on Apple Podcasts, Spotify or your favorite podcast app.

☑️ Let us know what topics you would like to hear about on GILTI Conscience by emailing our executive producer at eman.cuyler@skadden.com.

GILTI Conscience is a podcast by Skadden, Arps, Slate, Meagher & Flom LLP, and Affiliates. Skadden’s tax team is recognized globally for providing clients with creative and innovative solutions to their most pressing transactional, planning, and controversy...

In this episode of the “GILTI Conscience” podcast, Skadden attorneys Eman Cuyler and Stefane Victor are joined by Jessica Hough, tax partner and head of Skadden’s Washington, D.C. office, and Pam Olson, a tax policy consultant at PwC, both of whom have significant experience advising on issues related to tax policy.

Tune in to this special episode in which two very distinguished women leaders within the tax community share their insights, experience and strategies for success, as well as how to lead with purpose.

Name: Pam Olson

What she does: Pam is a tax policy consultant at PwC. She previously served as the U.S. deputy tax leader and Washington National Tax Services (WNTS) practice leader of PwC. Before joining PwC, Pam served as assistant secretary for Tax Policy at the U.S. Department of the Treasury and head of Skadden’s Washington, D.C. Tax Group.

Organization: PwC

Words of wisdom: “We learn so much from people with different backgrounds than our own and different experiences than our own. And so, it's really important to surround yourself with people who aren't all cut from the same cloth.’

Connect: LinkedIn

Name: Jessica Hough

What she does: Jessica is a partner in Skadden’s tax practice and head of the firm’s Washington, D.C. office, where she represents clients on a wide range of tax matters, with particular emphasis on mergers, acquisitions and divestiture transactions, including spin-offs, debt and equity offerings, corporate and partnership restructurings, and joint ventures.

Organization: Skadden

Words of wisdom: “The key to developing a mentor-mentee relationship is to be yourself because the whole point of cultivating or forming that relationship is that you're finding some kind of commonality.”

Connect: LinkedIn

☑️ Follow us on Twitter & LinkedIn.

☑️ Subscribe to GILTI Conscience on Apple Podcasts, Spotify or your favorite podcast app.

☑️ Let us know what topics you would like to hear about on GILTI Conscience by emailing our executive producer at...

On this episode of the “GILTI Conscience” podcast, Skadden attorneys David Farhat, Nate Carden, Eman Cuyler and Stefane Victor, are joined by colleagues Fred Goldberg and De Lon Harris, both of whom have had distinguished careers with the IRS.

Tune in to hear Fred and De Lon share their thoughts, insights and predictions on the latest IRS projects and initiatives, as they talk about what's going on at the agency, new funding, enforcement priorities and tips for a more successful interaction with the IRS.

Want more? Check out this prior episode with Fred Goldberg as he shares insights from his 50 years in tax law.

Name: Fred Goldberg

What he does: Fred is of counsel in Skadden’s Tax Group. He represents business, tax-exempt and individual clients in all phases of dispute resolution with tax authorities. A primary focus of his practice has been to resolve large and complex tax controversies related to a wide range of issues across all industries. Fred is a former IRS chief counsel, IRS commissioner and Department of the Treasury assistant secretary for tax policy.

Organization: Skadden

Words of wisdom: “This is the first time ever the IRS has had serious long-term funding. … But it didn't take Congress long to start taking it back.”

Connect: LinkedIn

Name: De Lon Harris

What he does: De Lon is a senior advisor for tax resolution strategies in Skadden’s Tax Group, where he counsels clients on a wide range of tax controversy matters. De Lon has over three decades of experience at the IRS, including serving in numerous executive positions. Earlier in his career, De Lon also participated in a one-year fellowship with the U.S. House of Representatives Ways and Means Oversight Subcommittee.

Organization: Skadden

Words of wisdom: “I want to talk about what these folks that fall within that large partnership and large corporate categories should be thinking about, especially if they haven't been audited before. And the one thing they should be thinking about is they are eligible, under Revenue Procedure 2022-39, they're an eligible taxpayer that they can disclose issues that need to be adjusted without penalties, instead of having to file a qualified amended return.”

Connect: LinkedIn

☑️ Follow us on Twitter & LinkedIn.

☑️ Subscribe to GILTI Conscience on Apple Podcasts,