This is GILTI Conscience: Casual Discussions on Transfer Pricing, Tax Treaties, and Related Topics, a podcast from Skadden that invites thought leaders and industry experts to discuss pressing transfer pricing issues, international tax reform efforts, and tax administration trends. We also dig into the innovative approaches companies are using to navigate the international tax environment and address the obligation everyone loves to hate. If you like what you’re hearing, be sure to subscribe in your favorite podcast app so you don’t miss any future conversations. Skadden's tax team is recognized globally for providing clients with creative and innovative solutions to their most pressing transactional, planning, and controversy challenges. Additional information about Skadden can be found at 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. This podcast is provided for educational and informational purposes only and is not intended and should not be construed as legal advice. This podcast is considered advertising under applicable state laws.
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March 25, 202638 min
The Evolution and Impact of the CWI Standard
In this episode of "GILTI Conscience," Mike McDonald, one of the architects of Internal Revenue Code Section 482, joins Skadden’s Nate Carden, David Farhat, Eman Cuyler and Stefane Victor for an in-depth discussion of the "commensurate with income" (CWI) standard. The panel explores the legislative history and intent behind CWI, its complex relationship with the arm’s length principle and the evolution of regulatory approaches.💡 Featured Guests 💡Name: Mike McDonaldWhat he does: Mike spent 16 years at the U.S. Department of the Treasury in the business and international tax division, followed by a career as managing director of international tax and transactions, transfer pricing at Ernst & Young. He was a drafter of the Section 482 transfer pricing regulations, including 482-7.Words of Wisdom: "The fact that, to the extent that a ‘pure hindsight rule’ is going to be applied, then there is going to be wicked double taxation, because the other side doesn't have to respect it.”Connect: LinkedInConnect with Skadden☑️ 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.
February 26, 202641 min
Navigating Pillar Two: Side-by-Side, Safe Harbors and the Future of Global Tax Cooperation
Dive into the complexities of international tax reform as Skadden’s David Farhat, Patrick O'Gara, Loren Ponds and Stefane Victor, along with Pascal Saint-Amans — former director of the OECD’s Centre for Tax Policy and Administration — unpack the latest developments in Pillar Two and the Side-by-Side framework. This episode explores how new safe harbors, QDMTTs and evolving global agreements are reshaping the landscape for U.S. and multinational corporations and the practical challenges ahead. Whether you’re a tax professional or just curious about global policy shifts, this discussion offers a front-row seat to the debates shaping tomorrow’s tax world.💡 Featured Guests 💡Name: Pascal Saint-AmansWhat he does: Pascal served as director of the Centre for Tax Policy and Administration at the OECD, where he played an instrumental role in promoting transparency. He is CEO of Saint-Amans Global Advisory, which supports governments, international organizations and business on economic and fiscal issues.Organization: Saint-Amans Global Advisory (SAGA)Words of wisdom: “What really matters in the long game – if you're in the long game – is trying to reduce the tax competition, keeping the infrastructure and surviving maybe for a few more months until November where there may be an election in the. U.S, or later on, where you may have changes and people are more sympathetic to the approach.”Connect: LinkedInConnect with Skadden☑️ 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.
November 13, 202547 min
From GILTI to NCTI: Unpacking the 2025 Tax Overhaul
This podcast’s title hasn’t changed, but on the international tax stage GILTI is converting to the new CFC-tested income (NCTI) regime.That’s just one shift brought about by the One Big Beautiful Bill that Congress passed on July 4. Skadden colleagues Loren Ponds, Eric Sensenbrenner and Paul Oosterhuis break down the bill’s implications in this conversation with David Farhat and Stefane Victor. The panel explores the legislative process, the impact of dropped provisions such as Section 899 and key planning considerations. Tune in for their insights about how corporate stakeholders can navigate the new landscape.💡 Featured Guests 💡Name: Eric SensenbrennerWhat he does: Eric represents clients on a broad range of U.S. and international tax matters, with a particular emphasis on transactional tax planning in the international context.Organization: SkaddenWords of wisdom: “FDII is now becoming a much more interesting and much more robust tool for attracting investment, both for multinationals thinking about bringing assets back as well as perhaps for inbound investment as well.”Connect: LinkedInName: Loren PondsWhat she does: Loren leverages her extensive tax policy experience to provide strategic counsel to clients across industries on a variety of legislative and regulatory issues.Organization: SkaddenWords of wisdom: “I can speak from experience working on the Hill: When you think you're gifting taxpayers something in a provision, and all you get is pushback, it becomes very easy for that provision to disappear from the final bill, particularly when we're talking about the cost, in addition to the poor reception.”Connect: LinkedIn Name: Paul OosterhuisWhat he does: Paul is an internationally recognized senior tax practitioner with extensive experience in cross-border mergers and acquisitions, post-acquisition integration, spin-offs, internal restructurings and joint ventures.Organization: SkaddenWords of wisdom: “From my perspective, maybe the Trump administration should be talking to those countries about being more lenient in allowing U.S. companies to bring back their IP. Maybe they could get breaks on their tariffs, for example, if they decided to suspend their rules on U.S. companies bringing back their IP.”Connect: LinkedIn Connect with Skadden☑️ 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.
October 28, 202538 min
Adapting to Tariff Volatility in International Business
The stakes are high. That’s how Skadden national security partner Brooks Allen sets the stage for the U.S. Supreme Court case surrounding President Trump’s tariff policy. And that case is just one dynamic in today’s “revolutionary” tariff environment. Brooks joins Skadden tax partner Jonathan Welbel and Ryan principal Rodrigo Fernandez to break down key issues affecting tariffs and transfer pricing. Hosts David Farhat and Stefane Victor moderate the discussion, which includes a look at scenario modeling and analysis, intercompany agreements and the need for coordinated tax and customs planning in today's trade landscape.🗝️ Key Points 🗝️ Top takeaways from this episode Revolutionary Change: Brooks explains that the tariff landscape has shifted in the last nine months, from a situation where the United States had an average tariff rate around 2.4% to well over 10% applied tariffs. Valuing IP Rights: Tariffs can significantly impact IP valuations. Rodrigo emphasizes that fluctuations in IP valuation due to tariffs can create significant uncertainty and potential disputes.Intercompany Agreements: These will become critical because they govern consequences on both the tax side and the customs side. “For whatever planning is being put in place from a customs perspective, one of the key components is getting the legal agreements in place,” Jonathan observes.💡 Featured Guests 💡Name: Rodrigo FernandezWhat he does: Rodrigo specializes in providing transfer pricing, business and intangible property valuation, and other valuation-related projects to clients in a variety of industries, including energy, aerospace, telecommunications and software.Organization: RyanWords of wisdom: “The other thing is thinking about recovery options. So, there's a whole little cottage industry now being set up on customs duty recoveries… So, you applied this tariff, it got reversed, now we're going to go recover it. There's a whole industry around that.”Connect: LinkedIn Name: Jonathan WelbelWhat he does: Jonathan has extensive experience counseling on tax controversy, transfer pricing and other international tax issues.Organization: SkaddenWords of wisdom: “What we really need is a customs and tax competent authority proceeding. There's no system in place right now, and that is going to be a big problem down the line.”Connect: LinkedInName: Brooks AllenWhat he does: Brooks is lead coordinator of Skadden’s international trade practice. He focuses his practice on reviews by the Committee on Foreign Investment in the United States (CFIUS) and international trade issues, including trade policy, customs, trade remedy and export control issues.Organization: SkaddenWords of wisdom: “Uncertainty has been the name of the game here for us over the past nine months. And constant change. Well, it's been fun for us who like trade; it keeps us on our toes. But, I think from a perspective of our clients and from the perspective of companies operating in this environment, it's made it incredibly challenging because things change so rapidly.”Connect: LinkedInConnect with Skadden☑️ 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.
August 6, 202544 min
Taxing Intelligence: AI's Role in Modern Tax Administration
For tax authorities and even taxpayers, AI promises to make lives easier. At the same time, it carries risks that “cannot be taken out of the system.” Dr. Stephen Daly, reader in tax law at King's College London, describes this dynamic in a conversation with Skadden partners David Farhat and Eric Sensenbrenner, associate Stefane Victor and senior advisor De Lon Harris. The panel explores the best and worst of the impact of AI in the tax world. Tune in for insights about what AI means for taxpayers and tax authorities alike.💡 Featured Guest 💡Name: Dr. Stephen DalyWhat he does: Dr. Daly teaches tax law to undergraduate students (International and Corporate Taxation) and postgraduate students (Tax Administration, Procedure and Dispute Resolution and EU Tax Law). His research focuses on administrative law, technical tax law and EU law. Organization: Kings College LondonWords of wisdom: “To embrace the capabilities of AI, you need to accept that mistakes will be made. So in the case of a chatbot, if a chatbot gets the answer wrong and a taxpayer ends up underpaying their taxes, well then you just leave them off the hook.”Connect: LinkedInConnect with Skadden☑️ 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.
July 10, 202543 min
Beyond the Runway: Navigating Tax, Tariffs and Transfer Pricing in Luxury Fashion
Changes in the luxury fashion industry are reshaping transfer pricing considerations, says Giuseppe Abatista vice president at Banca Popolare di Puglia e Basilicata. In this conversation with Skadden tax partner David Farhat and associate Stefane Victor, Giuseppe shares his insights about how price increases, supply chain centralization and tariff uncertainties are creating new transfer pricing complexities in an industry known for high profitability and strong IP.💡 Featured Guest 💡Name: Giuseppe Abatista What he does: Giuseppe is a tax lawyer and vice president at Banca Popolare di Puglia e Basilicata, a bank founded in the 19th century and present in 10 Italian regions. He is also a group tax consultant for luxury fashion brand Salvatore Ferragamo.Organization: Banca Popolare di Puglia e BasilicataWords of Wisdom: “The main markets are high-taxing jurisdictions. U.S. usually is the first market for all brands. China tends to be the second one. Japan, by the way, is very strong right now basically due to an explosion in tourism, also driven by currency, because the yen is not strong.”Connect: LinkedIn Connect with Skadden☑️ 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.
June 4, 202539 min
Navigating Brazil's New Transfer Pricing Landscape: A Shift to OECD Standards
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.🗝️ Key Points 🗝️ 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.💡 Featured Guest💡Name: Fernando ColucciWhat 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 MeyerWords 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: LinkedInConnect with Skadden☑️ 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.
March 25, 20251 hr 4 min
Navigating Permanent Establishments in International Tax Law
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. 💡 Featured Guests 💡Name: Mary BennettWhat 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 McKenzieWords 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: LinkedInName: Mike McDonaldWhat 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: EYWords of Wisdom: “I think the best primer on profit attribution in general is Chapter One, or Part One, of the AOA.”Connect: LinkedInConnect with Skadden☑️ 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.
September 4, 202437 min
The Ongoing Journey of Amount B
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. 💡 Featured Guests 💡Name: Jessie Coleman What she does: Jessie provides services related to transfer pricing planning, documentation, and controversy and international tax policy.Organization: KPMGWords 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 Connect with Skadden☑️ 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.💡 Featured Guests 💡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: SkaddenWords 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: LinkedInName: Jordan SchwartzWhat 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: SkaddenWords 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: LinkedInConnect with Skadden☑️ 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 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.
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