Matthew D. Lerner

合伙人律师

华盛顿哥伦比亚特区 +1 202 736 8983

税务
税务争议
白领犯罪辩护及调查

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Biography

MATT LERNER, leader of the firm’s Tax Controversy practice, has more than 35 years of experience with tax-related matters, focusing on federal and state tax disputes at the administrative level and in litigation. He also has substantial experience in criminal tax controversies and complex civil litigation related to tax strategies.

Civil Tax Controversy and Litigation: Matt’s experience in federal civil tax controversy covers all stages of the Internal Revenue Service’s (IRS) administrative process and litigation in Tax Court, the Court of Federal Claims and the federal district courts. He often advises clients during the transaction planning stage and prior to audit to make sure their files are “audit-ready” and their defenses to possible challenges are well-documented. Likewise, he frequently works with clients on document retention policies and understanding their disclosure obligations. Once audits commence, he assists clients with IDR responses, witness interviews, developing a cohesive strategy with respect to their most challenging issues, and responding to Notices of Proposed Adjustments. He has broad experience at IRS Appeals, having favorably resolved dozens of issues, often in the face of conflicting IRS National Office positions.

In addition to his experience in managing tax controversies, Matt’s practice extends to numerous substantive areas of federal tax law. Among his recent representations are cases involving: transfer pricing; international inter-company transactions; debt/equity issues; the domestic production activities deduction under Section 199; the Section 41 research credit; worthless stock and abandonment losses; capital versus expense classifications; employee versus independent contractor classification; losses from trading in securities and commodities; inter-corporate transactions and consolidated returns; miscellaneous corporate fees and expenses; valuation questions; and placed-in-service date disputes. He has also handled cases involving tax shelters, accounting methods and promoter registration.

Matt has significant experience with many of the IRS alternative dispute resolution procedures, including Pre-Filing Agreements, Industry Issue Resolution, Technical Advice and Early Appeals Referral. He also has handled numerous Fast Track and Post-Appeals mediations.

Financial Products Civil Litigation: Matt represents clients in multi-party civil litigation arising out of tax-advantaged transactions that have been challenged by the IRS, as well as other disputes involving complex financial instruments and trading activity. He is particularly experienced in analyzing complex trading strategies and effectively communicating their financial and tax characteristics to non-financial professionals, including administrative and judicial decision-makers. Matt works effectively with experts evaluating the economic aspects of trading strategies, and cross-examining opposing experts on issues relating to financial transactions and economics.
Crisis Management: Matt frequently advises clients facing investigations or litigation-engendered public relations crises. His counsel helps clients remain focused on their business operations, while protecting their assets and reputation, in the midst of complex, fast-moving crises. Matt has led multi-faceted representations, coordinating clients’ responses to congressional inquiries, criminal investigations, civil litigation, public relations scrutiny and agency review.
Federal Criminal Tax Litigation: Matt has represented numerous individuals and companies in federal criminal tax investigations. He has had primary responsibility for all aspects of grand jury investigations, including document production and witness preparation, and has made successful pre-indictment presentations to the Department of Justice on behalf of clients accused of tax crimes. Matt is also experienced in post-indictment motions practice, including motions to dismiss indictments on substantive grounds, as well as bail and discovery motions.

Matt frequently speaks to business and tax groups on tax controversy and ethics topics and is nationally recognized for his practice. Chambers USA notes in its 2018 edition that he has “really good instincts, a good style in court and a wide range of experience,” and clients describe that he has “a great legal mind, but he also understands business and its interplay with the law, and can articulate that to non-tax people.”

Representative Matters

Section 7874: Obtained a complete concession at Appeals on behalf of a major manufacturing company that the IRS asserted had inverted and should be taxed as a U.S. entity
State Tax: Prevailed at trial and on appeal with respect to the California Franchise Tax Board’s attempt to apply punitive changes to its promoter penalty regime retroactively
Section 482: Obtained a complete concession of a transfer pricing adjustment for a financial institution by discrediting the analysis of the economist used by the IRS
Section 165: Obtained a very favorable settlement with respect to whether a massive development project was abandoned
Section 172: Obtained a nearly 100% concession at Appeals for a financial institution with respect to the interpretation of the temporary provision extending the loss carryback period during the financial crisis
Sections 446, 451 and 461: Obtained a complete concession at Appeals for a transportation company with respect to multiple timing and accounting method issues
Sections 482, 951, 954 and 956: Assisted multiple clients to be audit-ready with respect to their offshore manufacturing activities
Section 901: Obtained a substantial concession at Appeals in connection with a so-called foreign tax credit generator case
Section 41: Representing multiple clients in audits of research credit claims, involving tangible property and software
Section 199: Representing multiple clients in audits of the domestic production activities deduction, involving tangible property, software and films
Employee Classification: Represented transportation company in dispute regarding proper classification of workers as employees or independent contractors

Professional Recognition

Chambers USA in Tax Controversy (2009–2025)
Chambers USA in High Net Worth (2022–2023)
Legal 500 U.S. in Tax: Controversy (2012–2017)
The Best Lawyers in America in Tax Litigation and Controversy (2012–2024)
The International Who’s Who of Corporate Tax Lawyers (2016)
Named repeatedly to the Washington, D.C. Super Lawyers list

Community Involvement

Membership & Activities

American Bar Association, Section of Taxation
Fellow, American College of Tax Counsel

Credentials

Admissions & Certifications

U.S. Tax Court
U.S. Court of Federal Claims
U.S. Court of Appeals, 1st Circuit
美国华府哥伦比亚特区
美国马里兰州

Education

美国哈佛大学法学院, 法学博士, 1985, magna cum laude, Editor, Harvard Law Review
Amherst College, 文学学士, 1982, Phi Beta Kappa, Nelson Prize in Economics

Capabilities

News & Insights

“To Rely On or Not to Rely On? Sub-Regulatory Tax Guidance in Turbulent Times,” Tax Executives Institute (Jan 2021 – Feb 2021)
“Road Map to a Transfer Pricing Controversy,” Tax Executives Institute (July 2020) by Matthew Lerner, Miriam Fisher, and Royce Tidwell
“An Open Letter to the IRS. Re: The Next Chapter of U.S. Tax Administration—Observations and Recommendations,” The Tax Executive (November–December 2018) by Matthew Lerner and Nathan Clukey
“Section 199 and Cloud Software: Clearing the Fog – Are you up-to-date on current Treasury regs?,” The Tax Executive (November–December 2017) by Kevin Pryor and Matthew Lerner
“Sauce for the Goose: Standards Applicable to Taxpayers, Practitioners—and the IRS,” The Tax Executive (July–August 2016)
“Ask the Experts” column, “Lessons from Altera,” The Tax Executive (January–February 2016)
“Ask the Experts” column, “Preparing Witnesses for IRS Interviews,” The Tax Executive (January–February 2015)
“Practical Approaches to Whistleblowing,” The Tax Executive, (November–December 2013)
“A New Form of Obscenity? Sorting through the Federal Circuit’s ‘We Know It When We See It’” Ruling in Coltec 2011, Practising Law Institute
“Tier I Audit Issues: Current IRS Priorities, Policies and Procedures Preparing for the Latest IRS Approach to Examination and Enforcement,” Strafford Publications, (January 13, 2011)
“How To Make Your Audit Successful Before It Begins…And Handle It After It Starts,” Tax Executives Institute, (January 2011)
“Recent Developments in Tax Litigation,” Tax Executives Institute, (January 2011)
“Navigating the Internal Revenue Service’s Industry Issue Focus Program: Ten Guidelines for Taxpayers,” National Law Review, (September 1, 2010)
“Protecting Tax Documents after United States v. Deloitte,” National Law Review, (August 30, 2010)

“Current Developments in Privilege Claims,” Tax Executives Institute 79th Annual Conference (October 2024).
“Washington D.C. Updates,” The R&D Tax Credit Best Practice Roundtable Q1 2024, Massie R&D Tax Credits (March 2024).
“Washington D.C. Updates,” The R&D Tax Credit Best Practice Roundtable White Paper, Massie R&D Tax Credits (June 2023).
“Practical Implications of the IRS’s $80 Billion Funding Package and New Enforcement Priorities,” Tax Executives Institute 73rd Midyear Conference (March 2023).

“Washington D.C. Updates,” The R&D Tax Credit Best Practice Roundtable Q2 2022, Massie R&D Tax Credits (June 2022).
“Significant Legal Developments for Crediting, Deducting, and Amending Research and Experimental Expenditures: What Should I Know and How Should I Respond?” Tax Executives Institute 72nd Midyear Conference (March 2022).
“Recent Research Credit Developments – Audits and Controversy,” Massie Roundtable (December 2021).
“Research Credit Audits after Little Sandy Coal,” Tax Executives Institute Region 8 Annual Conference (October 2021).
“Changing Approaches to IRS Tax Enforcement: What to Expect,” Tax Executives Institute (June 2021).
“Changing Approaches to IRS Tax Enforcement: What to Expect,” Tax Executives Institute 71st Midyear Conference (Virtual Session, March 25, 2021) – Panelist.
“To Rely or Not To Rely -That is the Question – Subregulatory Guidance in Turbulent Times,” Tax Executives Institute 75th Annual Conference (Virtual Session, October 26, 2020) – Panelist.
“Current Trends in Research Credit Audits – Quarterly Roundtable,” Massie Tax Credits (WebEx, August 19, 2020).
“Selected TCJA Controversy Issues,” Tax Executives Institute (Group Internet Based, July 30, 2020) – Panelist.
“It’s a Whole New World: Defending and Litigating Partnership Adjustments under the Bi-Partisan Budget Act of 2015,” American Bar Association (Las Vegas, NV, December 11–13, 2019) – Panelist.
“Tax Controversy Hotspots, Post-TCJA, Do They Already Exist?” Tax Executives Institute (New Orleans, LA, October 28–October 30, 2019) – Panelist.
“How to Succeed at IRS Appeals,” Tax Executives Institute Regional Conference (Hilton Head, SC, June 27, 2019).
“Negotiation Skills Workshop,” Tax Executives Institute National Skills and Leadership Seminar (Atlanta, GA, June 13-14, 2019).
“How to Succeed at IRS Appeals,” Tax Executives Institute 2019 Audits & Appeals Seminar (Minneapolis, MN, May 21, 2019).
“Post-TCJA Deals, Positions & Restructurings: How Prepared Are You to Defend Them Today?” Tax Executives Institute 2019 Audits & Appeals Seminar (Minneapolis, MN, May 20, 2019).
“Ethics in Tax Practice,” Chicago-Kent College of Law (Chicago, IL, May 16, 2019).
“Working Effectively with IRS Exam,” Tax Executives Institute (Newport News, VA, May 6, 2019).
“So CAP is Back!” Tax Executives Institute Mid-Year Conference (Washington, D.C., April 1, 2019).
“LB&I Update,” Federal Bar Association, (Washington, D.C., March 8, 2019).
“What Tax Controversy Lawyers Should Know About the Tax Cuts and Jobs Act,” American Bar Association, (Las Vegas, NV, December 12–16, 2018).
“Ethical Issues in Preserving the Three Evidentiary Protections,” Tax Executives Institute (Omaha, NE, November 12-14, 2018).
“Risk, Communication, & Persuasion – The Changing Role of the Chief Tax Executive,” Tax Executives Institute (San Diego, CA, October 25–31, 2018).
“Federal Tax Controversies – A Practical Approach,” Tax Executives Institute, (Hilton Head, SC, June 6–10, 2018).
Issue Discussion Forum – “Up to the Thirty Day Letter,” Tax Executives Institute, (New Orleans, LA, April 30–May 3, 2018).
Intensive Case Study: “How to Handle a Tax Controversy,” Tax Executives Institute, (New Orleans, LA, April 30–May 3, 2018).
“Exchange of Tax Information Around the World,” Tax Executives Institute, (Washington, D.C., March 28, 2018).
“The New Partnership Audit Rules,” American Bar Association Seventh Annual National Institute on Tax Controversy Conference (Las Vegas, NV, December 7, 2017).
“My Company’s Affairs Are on the Front Page and Above the Fold,” Tax Executive Institute’s Annual Conference (Toronto, Ontario, October 23–25, 2017).
“Appeals Changes and Updates Resolution Tools/Methods,” 16th Annual TEI/IRS LB&I Conference, New York Chapter of the Tax Executives Institute (New York, NY, September 19, 2017) – Panelist.
“Issues Forum I – Addressing Your Controversy Issues,” TEI Audits & Appeals Seminar (Seattle, WA, May 1–3, 2017).
“Responding Effectively to IDRs,” TEI Audits & Appeals Seminar (Seattle, WA, May 1–3, 2017).
“The New Partnership Audit Rules: A Preliminary Assessment,” TEI 67th Midyear Conference (Washington, D.C., March 21, 2017).
“Preparing Witnesses to Testify,” The 2016 ABA 33rd Annual National Institute on Criminal Tax Fraud and 6th Annual National Institute on Tax Controversy (December 8, 2016).
“IDRs, Summonses, Subpoenas – IRS Fact Finding Tools,” TEI 71st Annual Conference (Philadelphia, PA, October 18, 2016).
“Best Practices for Dealing with IDRs,” TEI Region VIII Annual Conference (Hilton Head, NC, June 23, 2016).
“Developing Your Audit Management Strategy in the New Environment” and “Preparing for your Audit Before it Begins,” Tax Executives Institute National Audits and Appeals Seminar (Boston, MA, June 13, 2016).
“Transfer Pricing in Insurance,” Federal Bar Association Annual Insurance Tax Seminar (Washington, D.C., June 2, 2016).
“Information Document Requests: Framing the Issues, Preparing the Responses,” Tax Executives Institute National Audits and Appeals Seminar (Santa Clara, CA, May 18, 2016).
“Tax Research,” Tax Executives Institute Iowa Chapter Meeting (Des Moines, IA, May 17, 2016).
“Handling Tax Controversies,” Tax Executives Institute Seattle Chapter Meeting (Bellevue, WA, April 20, 2016).
“Resolving Tax Issues in the Era of AJAC and Issue-focused Exams,” Tax Executives Institute 66th Midyear Conference (Washington, D.C., March 13, 2016)
“When the Transaction Crosses the Border: What You Need to Know,” 32nd Annual National Institute on Criminal Tax Fraud and the Fifth National Institute on Tax Controversy (Las Vegas, NV, December 2015).
“Ethics in Tax Practice,” Tax Executives Institute Seventh Annual Fall Training Day (Omaha, NE, November 10, 2015).
“Tax Research,” Tax Executives Institute Tax Research Seminar (Richmond, VA, October 29, 2015).
“The Role of Judicial Doctrines in International Tax Planning,” Tax Executives Institute 70th Annual Conference (Dallas, TX, October 18–21, 2015).
“Ethics in Tax Practice,” The University of Alabama 39th Annual American Institute on Federal Taxation (Birmingham, AL, June 24–26, 2015).
“Taking a Tax Case to Court,” Tax Executives Institute Region VII Annual Conference (Hilton Head, NC, June 4, 2015).
“Preparing for an Audit Before it Begins,” Tax Executives Institute National Audits and Appeals Seminar (Chicago, IL, May 19–21, 2015).
“Ethics in Tax Practice,” Tax Executives Institute (Tulsa, OK, February 26, 2015).
“When the Company is the Target: Ethical and Other Issues,” The 31st Annual National Institute on Criminal Tax Fraud and the Fourth Annual National Institute on Tax Controversy (Las Vegas, NV, December 10–12, 2014).
“Recent Economic Substance Developments and the Growing Focus on “Economic Reality,” TEI Nebraska Chapter Education Day (Omaha, NE, November 11, 2014).
“Ethical Issues in Discovery Processes: Circular 230, AICPA, ABA Rules,” TEI’s 69th Annual Conference (Houston, TX, November 2–5, 2014).
“Government Enforcement Update,” OFII General Counsel Conference (Washington, D.C., September 18–19, 2014).
“Ethics for the In-House Tax Professional,” TEI Region VII Annual Conference (Hilton Head, NC, June 28, 2014).
“Preparing for and Managing Your Audit,” Tax Executives Institute National Audits and Appeals Seminar (Washington, D.C., May 21, 2014)
“Tax Update and Best Practices,” International Association of Medical Equipment Remarketers and Servicers 21st Annual Meeting (Washington, D.C., April 30–May 2, 2014).