Sanford J. Davis


  • Education: The Wharton School of the University of Pennsylvania, B.S. • American University Kogod School of Business, M.B.A. • American University Washington College of Law, J.D. • Georgetown University Law Center, Taxation, LL.M.
  • Admitted: State of NY, 1985 • State of FL, 1996 • State of CT, 2006
  • Year joined: 2004
  • Year became partner: 2004


Sandy is a partner in the International Corporate Tax Group based in our New York office.  Sandy works closely with the firm's US and International Commercial Groups, structuring cross-border M&A, corporate finance, and joint venture transactions.  He advises domestic and foreign clients including privately-held and publicly-traded companies, high-net worth investors and investment funds on a broad range of US and international tax issues.

His practice is both transactional and advisory, focusing on corporate, M&A, partnership, and international taxation. Sandy's international tax experience is both inbound and outbound and includes sourcing, US withholding, FIRPTA, inversion, transfer pricing, foreign tax credit, CFC and PFIC and income tax treaty issues. He also counsels clients on tax loss utilization, debt restructuring, financial instruments, tax accounting, compensation, consolidated return, and state individual and corporate income tax matters.

As part of Sandy's cross-border practice, he advises on acquisitive and group reorganizations, holding and operating company jurisdiction selection and effective global rate minimization, finance matters and intangible property development, licensing, cost sharing and migration, addressing both US and non-US tax issues. Sandy is also in the firm's Latin American practice group and advises non-US high net worth individuals and businesses on US and Latin American country tax issues, working closely with Latin American counsel.

Sandy also represents clients in federal and state tax controversy matters and won an important Federal appellate level corporate tax law case (see Falconwood below). Finally, he advises clients on FATCA as well as foreign bank account reporting and the US Voluntary Disclosure programs.

Sandy is admitted to practice in the United States Tax Court, United States Court of Appeals for the First Circuit and the United States Court of Appeals for the Federal Circuit.


Notable Federal Appellate Court Decisions include:

  • The Falconwood Corp. v. U.S. (Fed. Cir. 2005) - obtained favorable decision regarding non-applicability of step transaction doctrine allowing continuation of consolidated group upon downstream merger and group use of NOL of successor post-group termination.
  • Ed Peters Jewelry Co. v. C & J Jewelry Co. Inc., et. al. (1st Cir. 1997) - obtained favorable decision regarding application in context of secured party sale of successor liability, breach of fiduciary duty, tortious interference and fraudulent transfer doctrines.

Representative Transactions:

  • Advised sale of family-owned construction materials business to publicly-traded competitor, structuring sale consideration and go-forward incentive compensation to management.
  • Advising publicly-traded company in mining industry on restructuring of US joint venture.
  • Advised global restructuring of financial services industry business changing holding company jurisdiction from US to UK.
  • Advised management on $400M sale of US and non-US portfolio companies in sale led by two Private Equity Funds.
  • Advising US and non-US tax consequences for Private Equity Fund-US Portfolio Co. acquisitions in Italy, Malta, UK, Northern Ireland, and Switzerland.
  • Structured investment by Private Equity Fund into Leading Diet Brand and related asset reorganization monetizing 70% of founder equity.
  • Advising worldwide tax and corporate structure for Children's Toy Manufacturer based in Asia with focus on structure of Intellectual Property.
  • Designed reorganization of EU Country-Based Internet Co. to  Offshore  Jurisdiction tiered UK/Luxembourg holding companies.     
  • Negotiated and structured Offshore JV Investor Vehicle and UK operating companies for US and UK investor joint venture to locate well-known Boutique Hotel in London.
  • Advised proposed stock-for-stock acquisition of foreign Telecom Equipment Co. by US SPAC and related Outbound SPAC Reorganization step. 
  • Represented NY Area Financial Services Co. with $100M enterprise value in private auction process with three parallel Private Equity Bidders. 
  • Successfully proposed to Major Private Equity Firm in $300M Buy-Out LLC-acquisition vehicle to facilitate Management Rollover.
  • Advised two British plc purchases through its US consolidated group of unrelated S corporations.
  • Advised two Italian SpA acquisitions of unrelated C corporations, with focus on acquisition/funding structure.
  • Structured Derivative Instrument for Founders of Public European Co. consisting of pre-paid forward and call option terms.
  • Successfully argued before Federal Circuit Court of Appeals in Falconwood v. U.S. and obtained favorable decision precluding step transaction doctrine integration of multi-step reorganization.
  • Structured buy-back from VC investors for boutique US-UK Hotel/Club. 
    Represented GP/Energy Banker in $750M Power Transmission  joint venture.
  • Negotiated asset sale for US Chemical Co. in flavors and fragrances industry to Imperial Chemical Industries, plc.
  • Developed tax strategy for Section 965 Dividend to Manufacturer from UK and Ireland CFCs.  
  • Designed tax return positions for Offshore Trust Sale of Foreign Beverage Co. ($335M) to reduce US taxes to beneficiaries and avert foreign currency translation gain.    
  • Structured European Art sales to Exclusive US Gallery; guiding IRC 482 Transfer Price Study.
  • Advising US Investors/Boutique Hotel Brand on investment vehicle for UK Hotel Property Acquisition.
  • Advised Hedge Fund sale to competitor expanding via roll-ups with view to public offering. 
  • Developed tax return reporting strategy for Public Silicon Valley Co. to maximize utility of half-billion NOL Carryover.
  • Avoided large COD income tax liability for Public German Finance Co. attributable to modification of debt of US affiliate incurred for US Realty/Mortgage JV.
  • Structured/priced Greek Investor funding to take out Private Equity Investor in Distressed US Housing Co. 
  • Advised Italian Logistics Co. on Mexican JV and purchase of US Government Contracts Co.
  • Advising West Coast-Based Family Investment Co. on VC/Private Equity investments.

Publications and speaking engagements

  • Panelist speaker, "Mapping Your International Investment Strategy" panel series, co-hosted by Withers Bergman & New York State Society of CPAs Family Office Committee, September 16-17, 2015.
  • Co-author, "UK Holding Companies -- An Attractive Proposition,"  Global Tax Weekly, CCH Wolters Kluwer, May 15, 2013.
  • Co-author of "Corporate Tax Framework Unveiled by Obama Administration," Withers Bergman LLP Briefing Notes, February 2012. 
  • Co-author of "FATCA: The other shoe drops," Withers Bergman LLP Briefing Notes, February 2012.
  • Co-author of "Voluntary Disclosure, Going Forward," Withers Bergman LLP Briefing Notes, January 2012. 
  • Author of "US Tax Law Changes Under FATCA Impact Non-US Financial Companies and Their Customers," British American Business Network, Vol. 2. 2011.
  • Co-author of "Cross-Border Business Should Benefit From Malta's User Friendly Tax System and US-Malta Income Tax Treaty," Withers Bergman LLP Briefing Notes, August 2011.
  • Presentation on "Developments in International Intellectual Property Planning," International Fiscal Association, Westchester NY/CT Chapter (Greenwich, CT), May 2011. 
  • Presentation on "Transactions With US Counterparties: Legal and Tax Structuring, Impact of US Regulations on Brazilian Corporations," sponsored by Siqueira Castro Avocados, Sao Paulo and Rio de Janeiro, Brazil, February 2011. 
  • Presentation on "Emerging Company Stock: The 12-Month Window in 2011 to Invest and Obtain Potential Zero Capital Gain Taxation," Sponsored by Landmark Venture Forum, Palm Beach, FL, February 2011. 
  • Author, Maryland Advanced Tax Institute, Debt Restructuring Issues, November 2010.
  • Co-author of "Emerging Company Capital - 2010 Q-4 Represents a 3-month Window for Stock Investments to Qualify for Zero Capital Gains Tax Rate," Withers Bergman LLP Briefing Notes, October 2010. 
  • Co-author of "Small Business Jobs Act of 2010," Withers Bergman LLP Briefing Notes, October 2010. 
  • Co-author of "Taking Effect 2010: The Evolving Landscape of US Income Tax Treaties," Withers Bergman LLP Briefing Notes, September 2010. 
  • Co-author of "IRS Proposes New Tax Return Disclosure of Uncertain Tax Positions Starting 2010," Withers Bergman LLP Briefing Notes, June 2010. 
  • Contributor to "From Innovation to Cash Flows-Value Creation by Structuring High-Technology Alliances," Wiley Finance, Copyright 2009. 
  • Speaker of "Cancellation of Indebtedness Income: Mastering Latest Guidance, Capitalizing on Recent Deferral Rules to Minimize Corporate Income Tax," Strafford Publications Webinar, December 2009. 
  • Speaker, "Federal Tax Update," Small Business Taxation Conference, New York State Society of CPAs, November 5, 2009.
  • Co-author of "Update on the 2009 U.S.-France Protocol: Potential Significant Changes in the U.S.-France Income Tax Treaty," Withers Bergman LLP Briefing Notes, October 2009. 
  • Author of "International Art Dealers Selling in the US-Tax Considerations," Art and Cultural Assets Newsletter, Autumn 2009. 
  • Co-author of "IRS Issues Favorable Guidance on Election to Defer Cancellation of Debt Income on Repurchase of Debt," Withers Bergman LLP Briefing Notes, September 2009. 
  • Co-author of "Ratification by the Italian Parliament of the 1999 U.S.-Italy Income Tax Treaty Paves the Way for Entry into Force," Withers Bergman LLP Briefing Notes, July 2009. 
  • Co-author of "The American Recovery Act of 2009: An Update on Tax Provisions, February 2009. 
  • Co-author of "Legislative Update: House Passes Economic Stimulus Bill," Withers Bergman LLP Briefing Notes, February 2009. 
  • Co-author of "Section 409A Deferred Compensation Update," Withers Bergman LLP Briefing Notes, November 2008. 
  • Participant in roundtable discussion "Surviving the Credit Crunch," GC New England Magazine, 2008.

On a personal note

He enjoys skiing, tennis and lap swimming.

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