PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP
MATTER STAFFING PLAN
PPC IRS EXAMINATION DEFENSE
Matter No. 1018-00009
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1. Matter Overview
This Matter Staffing Plan sets forth the organizational structure, team responsibilities, phased work plan, communication protocols, and budget and billing framework for Calderwood & Harkness LLP's ("C&H" or the "Firm") representation of Penterra Pharmaceuticals Corp. ("PPC" or the "Client") in connection with the multi-year transfer pricing examination initiated by the Internal Revenue Service, Large Business & International Division ("LB&I").
Client. PPC is a Delaware corporation headquartered at 2200 Independence Boulevard, Princeton Junction, NJ 08550. PPC is publicly traded on the Nasdaq Stock Market under the ticker symbol PPCA. PPC is a specialty pharmaceutical and biotechnology company focused on the development, manufacture, and commercialization of innovative therapies in the therapeutic areas of oncology, immunology, and rare-disease therapeutics. For the fiscal year ended December 31, 2020, PPC reported consolidated revenue of approximately $6.82 billion and employed approximately 14,500 individuals globally across its U.S. and international operations.
Subject Matter. C&H has been engaged to serve as lead outside counsel for the defense of PPC in a multi-year IRS examination challenging the transfer pricing methodology employed in PPC's Irish intellectual-property-holding structure. The examination focuses principally on the intercompany pricing arrangements between PPC and its wholly owned subsidiary, Penterra Biopharma International DAC ("PBI"), a Designated Activity Company organized under the laws of Ireland, registered at 4th Floor, Claremont House, Sandyford Business Park, Dublin D18 K7T4, Ireland. PBI serves as PPC's principal international intellectual property holding company and is the counterparty to the cost-sharing arrangement, legacy IP license, and platform contribution transaction at issue in this examination.
Tax Years at Issue. The examination covers PPC's consolidated federal income tax returns (Forms 1120) for Tax Years 2017, 2018, 2019, and 2020. PPC's fiscal year-end is December 31 for all years under examination.
IRS Positions Under Examination. The IRS examination is focused on four principal areas:
(1) Cost-Sharing Arrangement Cost-Sharing Ratios. The IRS is examining the cost-sharing ratios utilized in the qualified cost-sharing arrangement ("CSA") between PPC and PBI, pursuant to which PBI shares in the costs of ongoing research and development activities and receives rights to exploit resulting intangible property outside the United States.
(2) Legacy IP Royalty Rate. The IRS is challenging the royalty rate of 4.5% of net sales charged by PPC to PBI under the legacy intellectual property license agreement covering pre-existing intangible property contributed to PBI prior to the commencement of the CSA.
(3) Platform Contribution Transaction Valuation. The IRS is examining the valuation of the platform contribution transaction ("PCT") payment of $312 million made by PBI to PPC at the inception of the CSA, representing consideration for the make-or-sell rights in PPC's pre-existing intangible property platform.
(4) Economic Substance of PBI. The IRS is examining whether PBI possesses sufficient economic substance — including personnel, physical infrastructure, decision-making authority, and operational functions — to support the allocation of income attributable to the intangible property exploitation activities conducted through PBI.
Examination Opening. The examination was formally opened on May 16, 2022, upon PPC's receipt of IRS Letter 2205-A, which identified the scope of the examination, the tax years under review, and the assigned IRS examination team.
Engagement. The C&H engagement letter was executed on June 2, 2022, by Marcus Whitfield, VP, Global Tax, on behalf of PPC, and by Leonard Cross, Partner, on behalf of C&H. An IRS Power of Attorney (Form 2848) covering all four members of the C&H engagement team was filed with the IRS on June 8, 2022, authorizing C&H to represent PPC before the IRS for all four tax years at issue.
Scope of Representation. C&H's engagement encompasses all phases of the IRS examination defense, including, without limitation: responses to Information Document Requests ("IDRs"); preparation of functional analyses and economic analyses in coordination with Whitmore Valuation Group LLC; review and analysis of Notices of Proposed Adjustment ("NOPAs"); preparation and filing of a formal Protest; and representation of PPC before IRS Appeals through resolution and closing agreement execution.
Estimated Fee Range. The estimated total professional fee range for C&H through Appeals resolution is $4.5 million to $7.0 million, exclusive of third-party expert and advisor fees. A detailed phase-by-phase budget estimate has been prepared and delivered to PPC as part of the engagement onboarding process. This estimate is subject to periodic revision based on examination developments, the volume and complexity of IDR requests, and the scope of IRS proposed adjustments.
CAP Status. PPC was not enrolled in the IRS Compliance Assurance Process ("CAP") for any of the tax years at issue, and accordingly the examination was initiated through the standard LB&I examination process.
2. Key Client Contacts
The following individuals have been designated by PPC as the principal client contacts for the engagement. All substantive communications regarding the examination defense, document requests, and strategic decision-making will be channeled through these contacts in accordance with the communication protocols set forth in Section 8 of this Plan.
Marcus Whitfield — VP, Global Tax, PPC. Mr. Whitfield serves as the day-to-day client contact for all substantive and procedural matters arising in connection with the examination defense. He is responsible for coordinating PPC's internal data collection efforts, directing PPC personnel to respond to document and information requests from C&H, and serving as the primary conduit between C&H and PPC's tax department. Mr. Whitfield will receive all quarterly matter status reports, ad hoc milestone updates, and budget-to-actual reports. All C&H team members may communicate with Mr. Whitfield regarding factual and procedural matters; however, strategic communications and settlement-related discussions will be initiated through Cross.
Deborah Staines — General Counsel, PPC. Ms. Staines supervises the engagement from PPC's legal perspective. She is the principal contact for all matters relating to attorney-client privilege, work-product doctrine, SEC disclosure obligations (including 10-K and 10-Q contingent-liability disclosures), and the tax-indemnity and material-tax-event covenants in PPC's revolving credit facility. Ms. Staines will be included in all key milestone communications and will receive copies of all quarterly status reports. Communications regarding privilege protocol, third-party disclosure risks, and SEC considerations should be directed to Ms. Staines.
Rajesh Iyer — CFO, PPC. Mr. Iyer will be consulted on all financial impact analyses arising from the examination, including the quantification of potential adjustments, FIN 48 / ASC 740-10 reserve matters, settlement authority decisions, and the financial modeling of various resolution scenarios. Mr. Iyer will receive quarterly status reports and will be briefed in advance of any settlement discussions to ensure alignment with PPC's financial reporting and reserve positions.
Catherine Falk — CEO, PPC. Ms. Falk will be informed at key milestones in the examination, including the receipt of any NOPA, the filing of the formal Protest, the scheduling of the IRS Appeals conference, the receipt of any settlement offer, and the execution of any closing agreement. Ms. Falk holds ultimate settlement authority on behalf of PPC, and any settlement recommendation from C&H will be presented to Ms. Falk for approval through Mr. Whitfield and Ms. Staines.
Aidan Naughton — Managing Director, PBI (Dublin). Mr. Naughton is the primary contact for all matters relating to PBI's operations in Ireland. He is responsible for coordinating PBI substance documentation, arranging access to PBI employees for interviews, directing the production of PBI board minutes, and providing Irish-side factual support in coordination with Thornbury & Keogh, PBI's Irish tax advisors. Communications with Mr. Naughton will be coordinated primarily through Leila Nazari, with strategic-level coordination handled by Cross.
3. IRS Examination Team
The following individuals have been identified as members of the IRS examination team and related IRS personnel assigned to the PPC examination. All communications with the IRS will be conducted in accordance with the communication protocols set forth in Section 8 and will be directed through Leonard Cross as the authorized representative under Form 2848.
Gerald Meskill — Supervisory Revenue Agent / Team Manager. Mr. Meskill serves as the IRS Team Manager for the examination, within the IRS LB&I Northeast Transfer Pricing Practice. As Team Manager, Mr. Meskill has supervisory authority over the examination team and is the appropriate escalation point for procedural disputes, IDR enforcement matters, and scheduling issues. He will be addressed in all formal objections and correspondence requiring supervisory attention.
Patricia Dunleavy — Lead Revenue Agent. Agent Dunleavy serves as the Lead Revenue Agent and is the primary point of contact for the issuance of IDRs, scheduling of examination conferences, and day-to-day examination correspondence. All IDR responses, extension requests, and scope objections will be addressed to Agent Dunleavy, with copies to Team Manager Meskill as appropriate. Agent Dunleavy is responsible for coordinating the examination timeline and managing the flow of information between the IRS examination team and C&H.
Dr. Alan Washburne — IRS Economist. Dr. Washburne is an IRS Economist within the IRS Transfer Pricing Practice who has been assigned to provide economic analysis in support of the examination. Dr. Washburne is responsible for the economic analysis underpinning any proposed adjustments to PPC's transfer pricing, including alternative comparable analyses, discount rate determinations, and arm's-length valuations. C&H anticipates that Dr. Washburne will play a central role in the development of the IRS's position on the PCT valuation and the legacy IP royalty rate. Direct engagement with Dr. Washburne regarding economic methodology will be coordinated through Cross with the participation of Simmons and, as appropriate, Dr. Helena Vasquez of Whitmore Valuation Group LLC.
Franklin Rosario — Attorney-Advisor, IRS Office of Chief Counsel (Transfer Pricing). Mr. Rosario provides legal support to the examination team from the IRS Office of Chief Counsel, Transfer Pricing Branch. His involvement indicates that the IRS examination team is receiving active legal guidance on the application of IRC § 482, the Treasury Regulations thereunder, and relevant case law. C&H will engage with Mr. Rosario as appropriate during the examination, and Cross will participate in any calls or meetings involving Chief Counsel personnel.
Donna Hirabayashi — Senior Counsel, IRS Office of Chief Counsel. Ms. Hirabayashi provides supervisory legal review within the Office of Chief Counsel for the examination. Her involvement signals that the IRS views this examination as significant within the Transfer Pricing Practice and that proposed adjustments and legal positions are receiving senior-level review within Chief Counsel.
Noreen Castañeda — Appeals Officer, IRS Appeals. Appeals Officer Castañeda has been assigned to the matter upon transfer of the case to IRS Appeals (anticipated January 2024). Ms. Castañeda will be the principal IRS representative at the Appeals conference and will be responsible for evaluating the hazards of litigation and considering settlement of the disputed adjustments. All Appeals-phase communications and submissions will be directed to Appeals Officer Castañeda.
4. Calderwood & Harkness Engagement Team — Roles and Responsibilities
This Section sets forth the composition, qualifications, and specific responsibilities of each member of the C&H engagement team assigned to Matter 1018-00009. The team has been structured to provide comprehensive coverage across the legal, economic, and procedural dimensions of the examination defense, with clearly delineated roles to ensure efficient utilization of resources and accountability.
4.1 Leonard Cross — Responsible Partner
Title: Partner, Tax Department
Office: Calderwood & Harkness LLP, 1735 Market Street, Suite 3100, Philadelphia, PA 19103
Bar Admissions: Licensed to practice in New York, New Jersey, and the District of Columbia
Experience: Mr. Cross has 28 years of experience representing multinational corporations in transfer pricing controversies before the IRS, including extensive experience in IRS examinations, Appeals conferences, competent authority proceedings, and Tax Court litigation. Mr. Cross has represented clients in numerous high-value transfer pricing disputes involving cost-sharing arrangements, intangible property licensing, and platform contribution transaction valuations, and has deep familiarity with the IRS LB&I Transfer Pricing Practice's examination methodology and procedures.
Billing Rate (2022): $1,475 per hour
Role: Responsible Partner. Mr. Cross has overall strategic direction and quality control responsibility for all work product generated in connection with the engagement. He is the senior attorney responsible for the matter and will be accountable to PPC's management and General Counsel for the quality, timeliness, and effectiveness of the defense.
Key Responsibilities:
• Lead the formulation and execution of the overall defense strategy across all phases of the examination, including IDR response, NOPA review and analysis, formal Protest preparation and filing, and representation before IRS Appeals. The defense strategy will encompass both legal and economic arguments, and will be calibrated to the specific positions taken by the IRS examination team at each stage.
• Serve as the primary C&H signatory on all formal correspondence to the IRS, including IDR cover letters and response transmittals, conference requests, extension requests, objections to IDR scope or enforcement actions, and the formal Protest. In Cross's absence, Hartwell will serve as backup signatory.
• Lead all in-person and telephonic conferences with the IRS examination team, including conferences with Team Manager Meskill and Lead Revenue Agent Dunleavy, as well as any meetings or calls involving IRS Chief Counsel personnel (Rosario and Hirabayashi). Cross will set the agenda for all IRS-facing meetings and will be the principal spokesperson for C&H and PPC during these interactions.
• Serve as the lead advocate at the IRS Appeals conference. Cross will prepare and deliver the oral presentation to Appeals Officer Castañeda, presenting PPC's legal and economic arguments and responding to questions from Appeals regarding the hazards of litigation. Cross will lead all settlement negotiations with Appeals.
• Direct and oversee all economic analysis performed by Whitmore Valuation Group LLC ("Whitmore") under the Kovel arrangement established for this matter. The Kovel engagement is documented under reference 1018-00009-KV, with the Kovel letter executed on June 20, 2022. Cross will provide strategic direction to Dr. Helena Vasquez, Managing Director of Whitmore, regarding the scope, methodology, and presentation of all economic deliverables, and will review and approve all expert reports, benchmarking studies, and rebuttal analyses before they are submitted to the IRS or incorporated into the formal Protest.
• Conduct the hazards-of-litigation analysis, evaluating the strengths and weaknesses of PPC's positions on each of the four issues under examination in light of the applicable statutory framework, regulatory guidance, case law, and the specific facts of PPC's transfer pricing structure. Based on this analysis, Cross will formulate settlement authority recommendations for presentation to PPC management, including Whitfield, Staines, Iyer, and, as appropriate, CEO Falk.
• Manage the privilege protocol for the engagement, including the framework governing communications and documents protected by the attorney-client privilege, the attorney work-product doctrine, and the Kovel privilege. Cross will establish and maintain protocols for the handling, marking, and transmission of privileged materials, and will oversee the privilege log maintained in connection with IDR document production.
• Review and approve all substantive legal memoranda, research products, and IDR responses prepared by the associate team before submission to the IRS or delivery to the Client. All materials bearing on PPC's legal positions or strategic direction will receive Cross's review and sign-off.
• Report directly to Marcus Whitfield and Deborah Staines on all examination developments, strategic direction, key decision points, and milestones. Cross will serve as the sole point of contact with PPC management for all strategic communications and IRS-facing appearances, ensuring that all client-facing communications are consistent and coordinated.
• Coordinate with Ciarán Thornbury at Thornbury & Keogh, Chartered Tax Advisors, 22 Fitzwilliam Square, Dublin 2, D02 YH68, Ireland, on dual-jurisdiction issues at the strategic level, including the potential for competent authority proceedings under the U.S.-Ireland Income Tax Treaty, the impact of any U.S. settlement on PBI's Irish tax position, and the alignment of defense positions across jurisdictions.
• Maintain the primary professional relationship with Dr. Helena Vasquez, Managing Director of Whitmore Valuation Group LLC, 200 Ashbury Asset Advisors, Suite 700, Boston, MA 02109, regarding the scope, direction, and strategic objectives of all economic analyses. Cross will participate in key economic methodology discussions and will direct the overall analytical approach to ensure alignment between the legal defense strategy and the economic evidence.
Estimated Time Allocation: Approximately 55% of total partner hours on the matter. Cross's time will be concentrated during the examination opening phase, key IRS conference milestones, the NOPA review and Protest preparation period, and the Appeals conference and settlement negotiation period.
Availability Notes: Cross will serve as the sole point of contact with PPC management for all strategic communications and IRS-facing appearances. Cross's availability for IRS conferences and key client meetings will be prioritized. In the event of scheduling conflicts, Hartwell will serve as backup for client communications, and any substantive IRS interactions will be rescheduled to accommodate Cross's participation.
4.2 Sylvia Hartwell — Billing Partner
Title: Partner, Tax Department. Ms. Hartwell leads C&H's international tax controversy practice.
Office: Calderwood & Harkness LLP, 600 Lexington Avenue, New York, NY 10022
Bar Admissions: Licensed to practice in New York and the District of Columbia
Experience: Ms. Hartwell has 22 years of experience in international tax controversy, with a particular focus on transfer pricing disputes, cross-border restructurings, and treaty-based dispute resolution. She has represented numerous multinational corporations in IRS examinations, Appeals proceedings, and competent authority cases, and has extensive experience in the life sciences and pharmaceutical sectors.
Billing Rate (2022): $1,350 per hour
Role: Billing Partner. Ms. Hartwell is responsible for client relationship management, billing oversight, and quality assurance for the engagement. She serves as the Firm's principal steward of the client relationship and ensures that PPC's expectations with respect to service delivery, communication frequency, and work product quality are consistently met.
Key Responsibilities:
• Serve as the primary client relationship manager for the engagement. In this capacity, Hartwell is responsible for ensuring that PPC's expectations regarding the timeliness, quality, and thoroughness of C&H's service delivery are met at every stage of the examination defense. Hartwell will conduct periodic check-ins with Whitfield and Staines to assess client satisfaction and address any concerns regarding the engagement.
• Exercise billing oversight for the matter. Hartwell will review and approve all monthly invoices before submission to PPC, ensuring that time entries are accurately described, appropriately categorized by phase and activity, and consistent with the engagement letter terms. Hartwell will manage total fee expenditure against the estimated budget of $4.5 million to $7.0 million and will prepare periodic budget-to-actual reports for delivery to Whitfield. These reports will identify any material variances from the budget estimate and will provide an updated projection of fees to completion.
• Review all engagement economics, including the coordination and review of invoices from Whitmore Valuation Group LLC (blended rate of $650 per hour) and Thornbury & Keogh (estimated total fees of €312,500, approximately $341,200 at the average exchange rate). Hartwell will ensure that third-party advisor fees are within budgeted amounts and that all third-party invoicing is properly documented and reconciled.
• Provide strategic input and co-authorship on key strategy memoranda, including the overall defense strategy memorandum, the Appeals strategy memorandum, and the settlement authority recommendation. Hartwell will serve as a key contributor to and co-author of the formal Protest and Appeals submissions, bringing her extensive experience in international tax controversy to bear on the presentation of PPC's positions.
• Attend and co-present at the IRS Appeals conference alongside Cross. Hartwell will contribute substantive presentation segments and will participate in the dialogue with Appeals Officer Castañeda, particularly on issues relating to the economic analysis, the arm's-length standard, and penalty protection.
• Serve as a sounding board and secondary reviewer for all significant legal positions taken by the engagement team, including the arm's-length standard analysis, CSA regulatory compliance analysis, economic substance arguments, and penalty protection arguments under IRC § 6662(e). Hartwell will provide an independent perspective on the strength of PPC's positions and will flag any areas requiring additional analysis or alternative argumentation.
• Co-author going-forward recommendations and the APA consideration memorandum to be delivered to PPC following resolution of the examination. These deliverables will address prospective transfer pricing compliance, structural modifications, and the advisability of seeking an advance pricing agreement with the IRS to provide certainty for future tax years.
• Oversee the preparation and delivery of quarterly matter status reports to PPC management. These reports will cover examination developments, IDR response status, significant legal and economic analyses completed, key milestones anticipated, budget-to-actual performance, and any strategic or procedural issues requiring client attention or decision.
• Serve as the escalation contact for any intra-team resource conflicts, scheduling issues, or staffing concerns that cannot be resolved at the associate level. Hartwell will work with the C&H Tax Department leadership to ensure that the engagement team has adequate resources at all times.
Estimated Time Allocation: Approximately 45% of total partner hours on the matter. Hartwell's time will be distributed across the engagement, with heavier utilization during client reporting periods, Protest preparation, and the Appeals conference phase.
Availability Notes: Hartwell will attend all key client meetings and major IRS interactions. She will co-lead the Appeals conference with Cross and will be available for all settlement discussions requiring partner-level participation.
4.3 Garrett Simmons — Lead Associate
Title: Associate, Tax Department. Mr. Simmons specializes in transfer pricing economic analysis and IRS controversy.
Office: Calderwood & Harkness LLP, 1735 Market Street, Suite 3100, Philadelphia, PA 19103
Bar Admissions: Licensed to practice in New York
Experience: Mr. Simmons has seven years of experience in tax controversy, with a concentration in transfer pricing disputes involving complex intangible property transactions, cost-sharing arrangements, and economic valuation methodology. He has participated in multiple IRS LB&I examinations and Appeals proceedings and has extensive experience coordinating with economic experts and managing large-scale IDR response campaigns.
Billing Rate (2022): $885 per hour
Role: Lead Associate. Mr. Simmons has primary drafting and analytical responsibility for IDR responses, economic analysis coordination with Whitmore Valuation Group LLC, and the preparation of substantive legal memoranda, the formal Protest, and Appeals conference materials.
Key Responsibilities:
IDR Response Management. Mr. Simmons will serve as the primary drafter and coordinator for C&H's responses to all Information Document Requests issued by the IRS examination team. Based on the scope and complexity of the examination, the team anticipates a significant volume of IDRs; the examination ultimately results in the issuance of 47 IDRs between June 2022 and September 2023. Mr. Simmons's IDR-related responsibilities include the following:
• Reviewing each IDR upon receipt for scope, specificity, relevance, and potential burden. Mr. Simmons will evaluate whether any IDR is overbroad, unduly burdensome, or seeks information protected by attorney-client privilege or the work-product doctrine. Any IDR raising such concerns will be flagged for Cross's review, and Mr. Simmons will prepare draft objection letters for Cross's signature when appropriate.
• Coordinating the collection of responsive documents and information from PPC (through Marcus Whitfield), Crestfield & Associates LLP (through Susan Lam, Transfer Pricing Partner, and Martin Ogilvy, Engagement Partner), and PBI (through Aidan Naughton in Dublin). Mr. Simmons will establish and maintain a clear workflow for document requests, collection, review, and production to ensure that all IDR responses are complete, accurate, and timely.
• Drafting cover letters to accompany each IDR response, addressed to Lead Revenue Agent Patricia Dunleavy, and referencing IRS Exam Team ID LB&I-NE-TP-2022-00641 and PPC EIN 22-3741856. All cover letters will be submitted to Cross for review and signature.
• Managing the IDR tracker, which consists of a master log spreadsheet recording the receipt date, subject matter, due date, extension requests, response date, and production contents for each IDR. Mr. Simmons will also maintain the privilege log, documenting all documents withheld from production on grounds of attorney-client privilege or work-product doctrine, and the master document production index with Bates numbering for all documents produced.
• Requesting extensions on specific IDR deadlines as needed, in coordination with Cross and in accordance with IRS IDR enforcement procedures. Mr. Simmons will monitor all IDR deadlines and will ensure that extension requests are submitted well in advance of the applicable due dates.
Economic Analysis Coordination. Mr. Simmons will serve as the primary day-to-day liaison between C&H and Whitmore Valuation Group LLC on all economic deliverables prepared in connection with the examination defense. This role encompasses the following:
• Coordinating the preparation by Whitmore of the comparable uncontrolled transaction ("CUT") analysis for the legacy IP royalty rate. The CUT analysis will identify and analyze 14 comparable pharmaceutical license agreements, establishing an interquartile range of 3.1% to 6.8% of net sales, with a median of 4.4%, thereby supporting PPC's 4.5% royalty rate as within the arm's-length range.
• Coordinating the preparation of the comparable profits method ("CPM") / transactional net margin method ("TNMM") analysis of PBI's operating margins, utilizing a set of 22 comparable companies to benchmark PBI's profitability against arm's-length returns.
• Coordinating the preparation of the PCT valuation analysis, utilizing the income method / Discounted cash flow ("DCF") methodology with a weighted average cost of capital ("WACC") of 9.8%, establishing an arm's-length range of $278 million to $361 million for the PCT payment. PPC's actual PCT payment of $312 million falls within this arm's-length range.
• Coordinating the preparation of the discount rate / WACC technical analysis, supporting the use of a 9.8% WACC as compared to the IRS's asserted 7.2% WACC. This analysis will address the components of the WACC calculation, including the cost of equity, cost of debt, and capital structure assumptions, as well as the risk adjustments appropriate for the pharmaceutical and biotechnology industry.
• Serving as the primary point of coordination with Dr. Helena Vasquez (Managing Director) and Dr. Rohan Chakrabarti (Senior Director) at Whitmore on data inputs, methodology selection, comparable company identification and screening, and deliverable timelines. Mr. Simmons will schedule and participate in regular working sessions with the Whitmore team to ensure that all economic analyses are aligned with the legal defense strategy.
• Providing updated financial data from PPC to Whitmore for use in benchmarking analyses and revenue projection models, ensuring that all economic analyses are based on accurate and current financial information.
Functional Analysis. Mr. Simmons will co-author the comprehensive functional analysis of PBI, documenting the functions performed, assets employed, and risks assumed by PBI in connection with its intellectual property exploitation activities. This analysis will include detailed documentation of PBI's 185 employees, the 42 board meetings conducted by PBI during the 2017–2020 period (all held in Dublin), PBI's cumulative regulatory expenditures of €47.2 million, PBI's approximately 18,000 square feet of office space in Dublin, and PBI's independent pricing decisions across 68 country markets served by PBI's distribution network. The functional analysis will be coordinated with Whitmore and will serve as a foundational component of the defense of PBI's economic substance.
NOPA Analysis. Upon receipt of the Notice of Proposed Adjustment, Mr. Simmons will lead the detailed analysis of the NOPA, including a comprehensive breakdown of the proposed adjustments across the three primary categories: the cost-sharing arrangement adjustment ($235.01 million), the royalty rate adjustment ($188.04 million), and the correlative offset (-$42.65 million), resulting in a total net proposed adjustment of $380.4 million. The NOPA analysis will assess the legal and economic basis for each component of the proposed adjustment, identify factual or legal errors in the IRS's position, and inform the development of the Protest arguments.
Protest Drafting. Mr. Simmons will serve as the primary drafter of the formal Protest to be filed with the IRS following receipt of the 30-Day Letter. The Protest will incorporate legal arguments grounded in IRC § 482 and the regulations thereunder, including Treasury Regulation §§ 1.482-4 (methods to determine the arm's-length consideration for transfers of intangible property), 1.482-7 (methods to determine taxable income in connection with cost-sharing arrangements), and 1.482-1(d) (the best method rule). The Protest will be supported by exhibits including the corporate entity chart, a CSA summary, the economic analyses prepared by Whitmore, PBI substance evidence, and penalty protection documentation. The Protest will be developed through an iterative drafting process, with Mr. Simmons producing successive drafts for review by Cross and Hartwell and ultimately by the Client.
Key Legal Research. Mr. Simmons will author or co-author research memoranda addressing the following topics critical to the examination defense:
• The arm's-length standard under IRC § 482 and the best method rule under Treasury Regulation § 1.482-1(d), including the application of comparability factors and the relative reliability of the specified methods.
• The arm's-length royalty rate analysis under Treasury Regulation § 1.482-4, including the application of the comparable uncontrolled transaction method and the selection and adjustment of comparable license agreements.
• Case law analysis, with particular focus on Altera Corp. v. Commissioner (the Ninth Circuit's decision regarding stock-based compensation costs in cost-sharing arrangements) and Harborview Corporation, Inc. v. Commissioner (the Tax Court's analysis of transfer pricing methodology for intangible property in the medical device context). These cases have significant implications for PPC's defense of both the CSA cost-sharing ratios and the royalty rate methodology.
• The IRC § 6662(e) transfer pricing penalty and the contemporaneous documentation requirements for penalty protection. This analysis will evaluate the adequacy of PPC's existing transfer pricing documentation, prepared by Crestfield & Associates, and will inform the penalty protection arguments in the Protest.
• The OECD Transfer Pricing Guidelines (2017 and 2022 revisions) as persuasive authority in IRS examinations, including the OECD's guidance on the arm's-length principle, the application of transfer pricing methods to intangible property transactions, and the DEMPE (Development, Enhancement, Maintenance, Protection, Exploitation) framework.
• Correlative adjustments under Treasury Regulation § 1.482-1(g), addressing the interaction between the proposed adjustments and any conforming adjustments to related transactions.
Settlement Analysis. Mr. Simmons will prepare sensitivity analysis modeling potential settlement scenarios at various percentages of the proposed $380.4 million adjustment. For each scenario, the analysis will calculate the resulting tax liability, the applicable interest under IRC § 6601, and any potential penalties under IRC § 6662(e). The settlement analysis will inform Cross's hazards-of-litigation assessment and the settlement authority recommendation to PPC management.
Financial Impact Analysis. Mr. Simmons will model the financial impact of any settlement on PPC, including the effect on PPC's FIN 48 / ASC 740-10 uncertain tax position reserves. The pre-settlement reserve of $62.4 million will be analyzed in light of the settlement terms, and a post-settlement reserve recommendation will be prepared in coordination with Cross and Crestfield & Associates.
Appeals Conference Support. Mr. Simmons will prepare the Appeals conference presentation (Northgate Services Inc. format), assemble the supporting document binders, and draft the talking points for Cross's use at the conference. Mr. Simmons will attend the Appeals conference and will prepare the post-conference summary memorandum documenting the proceedings, the positions taken by each party, and the Appeals Officer's questions and reactions.
SEC and Credit Facility Analysis. Mr. Simmons will prepare memoranda analyzing PPC's SEC disclosure obligations under the Securities Exchange Act of 1934, including the requirements for disclosure of the IRS examination and contingent liabilities in PPC's annual (Form 10-K) and quarterly (Form 10-Q) reports. Mr. Simmons will also analyze the tax-indemnity and material-tax-event covenants in PPC's $1.5 billion revolving credit facility with Hargrove National Bank, N.A. (administrative agent), to assess whether the IRS examination or any proposed adjustment would trigger notification or consent requirements under the credit agreement. Christine Bellucci, SVP and Relationship Manager at Hargrove National Bank, has been identified as the bank contact.
Coordination with Crestfield. Mr. Simmons will serve as the primary C&H liaison with Susan Lam and Martin Ogilvy at Crestfield & Associates LLP, 1200 Avenue of the Americas, New York, NY 10036, for the purpose of obtaining PPC's contemporaneous transfer pricing documentation, federal income tax return data (Forms 1120 for TY 2017–2020), R&D cost pool data (ranging from $487.3 million to $598.4 million per year across the examination period), and the original PCT valuation workpapers prepared by Crestfield at the time of the cost-sharing arrangement inception.
Witness Preparation. Mr. Simmons will prepare witness preparation memoranda for Dr. Helena Vasquez of Whitmore in advance of the Appeals conference, anticipating that Dr. Vasquez may be called upon to present or respond to questions regarding the economic analyses prepared under the Kovel arrangement.
Estimated Time Allocation: Mr. Simmons is expected to be the highest-volume timekeeper on the matter. Approximately 50% to 55% of total associate hours on the matter will be attributable to Mr. Simmons.
Supervision: Mr. Simmons reports to Cross on all substantive matters and to Hartwell on billing and client management issues.
4.4 Leila Nazari — Working Associate
Title: Associate, Tax Department. Ms. Nazari focuses on international tax structuring and controversy support.
Office: Calderwood & Harkness LLP, 1735 Market Street, Suite 3100, Philadelphia, PA 19103
Bar Admissions: Licensed to practice in New York and New Jersey
Experience: Ms. Nazari has four years of experience in international tax, with a focus on cross-border structuring, transfer pricing compliance, and the tax aspects of multinational corporate structures. She has experience supporting IRS examination defense teams, conducting legal research on international tax provisions, and coordinating with foreign advisors on multi-jurisdictional matters.
Billing Rate (2022): $695 per hour
Role: Working Associate. Ms. Nazari will provide legal research, document production support, and Irish coordination support for the engagement team.
Key Responsibilities:
Legal Research. Ms. Nazari will serve as the primary researcher for the engagement and will author or co-author detailed research memoranda on the following topics:
• Qualified cost-sharing arrangements under Treasury Regulation § 1.482-7, including the regulatory requirements for CSA formation and administration, the determination of reasonably anticipated benefits ("RAB") shares, the treatment of operating cost contributions, and the requirements for platform contribution transactions. This analysis will provide the regulatory framework for PPC's defense of the CSA cost-sharing ratios.
• The economic substance doctrine as applied to transfer pricing structures, with particular emphasis on the DEMPE functions framework (Development, Enhancement, Maintenance, Protection, and Exploitation of intangible property) under the OECD Transfer Pricing Guidelines and relevant domestic case law. This analysis will support the defense of PBI's economic substance and will address the IRS's potential challenges to PBI's role in the intellectual property structure.
• IRC § 367(d) outbound IP transfer considerations and the interplay between § 367(d) and § 482. This analysis will address the treatment of intangible property transfers to foreign persons and the potential application of § 367(d) to PPC's IP transfer arrangements with PBI, including the relationship between the § 367(d) deemed royalty provisions and the § 482 arm's-length standard.
• The impact of the Tax Cuts and Jobs Act ("TCJA") on PPC's transfer pricing exposure, including the reduction of the corporate tax rate from 35% to 21%, and the implications for the period TY 2018–2020. This analysis will address how the rate change affects the magnitude of potential adjustments and the relative benefit of income allocation between the United States and Ireland.
• The Global Intangible Low-Taxed Income ("GILTI") and Base Erosion and Anti-Abuse Tax ("BEAT") provisions and their interplay with the proposed § 482 adjustments for TY 2018–2020. This analysis will evaluate how a § 482 adjustment would interact with PPC's GILTI and BEAT computations, including the potential for cascading effects that could affect the net economic impact of any settlement.
• IRS IDR enforcement procedures, including the escalation process from informal requests to formal IDRs to summons enforcement, and strategies for managing overbroad or unduly burdensome requests within the administrative framework.
• Revenue Procedure 2015-41, which sets forth the procedures for cases before IRS Appeals, including the requirements for the formal Protest, the process for requesting an Appeals conference, and the scope of the Appeals Officer's settlement authority.
• Case law analysis on Altera Corp. v. Commissioner and Harborview Corporation, Inc. v. Commissioner, to be co-authored with Simmons. Ms. Nazari will take primary responsibility for drafting the initial case law survey and for identifying relevant analogies and distinctions to the PPC fact pattern.
Document Production. Ms. Nazari will assist Simmons with all aspects of document collection, organization, and production in response to the IDRs issued by the IRS examination team. Her responsibilities include the following:
• Coordinating with PPC's internal teams and PBI (through Aidan Naughton) for gathering responsive documents, including intercompany agreements, board minutes, financial records, regulatory filings, personnel records, and operational documents.
• Maintaining the privilege log for all documents withheld from production on grounds of attorney-client privilege and the attorney work-product doctrine, including detailed log entries describing the document, the date, the author and recipients, and the specific basis for the privilege assertion.
• Assisting with the maintenance and updating of the master document production index and the application of Bates numbering to all produced documents, ensuring a complete and searchable record of all materials provided to the IRS.
Irish Coordination. Ms. Nazari will serve as the primary day-to-day liaison with Ciarán Thornbury at Thornbury & Keogh ("T&K"), Chartered Tax Advisors, 22 Fitzwilliam Square, Dublin 2, D02 YH68, Ireland. Her responsibilities in this role include:
• Coordinating the collection and production of PBI and PMI Irish tax compliance documentation, including Irish Revenue filings, Knowledge Development box claims (at the applicable 6.25% rate), and supporting schedules and workpapers.
• Coordinating the collection of PBI substance documentation from T&K and PBI, including lease agreements for PBI's Dublin office space, employee contracts and headcount data, Glenmore Bank Ireland plc account records reflecting PBI's independent banking relationships, and board governance materials documenting PBI's independent decision-making authority.
• Maintaining records of PBI's Irish Tax Reference (3218764T) and PMI's Irish Companies Registration Office ("CRO") Number (512347) and ensuring that all Irish-side documentation references the correct entity identifiers.
• Coordinating with T&K on dual-jurisdiction considerations, including the potential for competent authority proceedings or mutual agreement procedure ("MAP") requests under the U.S.-Ireland Income Tax Treaty (Convention Between the Government of the United States of America and the Government of Ireland for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital Gains). Ms. Nazari will identify and analyze the circumstances under which a MAP request would be advisable and will assess the procedural requirements and expected timeline for such proceedings.
• Preparing an analysis of the Irish tax impact of any U.S. settlement, including the effect on PBI's Knowledge Development box claims and the potential for corresponding adjustments to PBI's Irish tax position.
• Coordinating T&K fee management, with total T&K fees estimated at €312,500 (approximately $341,200 at the average exchange rate). Ms. Nazari will monitor T&K invoicing and will report on T&K fees to Hartwell for inclusion in the overall matter budget tracking.
PBI Substance Evidence. Ms. Nazari will lead the effort to compile, organize, and present the evidence supporting PBI's economic substance. This is a critical component of the defense, as the IRS has placed PBI's economic substance at issue. Ms. Nazari's responsibilities include:
• Conducting a comprehensive analysis of PBI board minutes for the 42 board meetings held during the 2017–2020 period, cataloguing key decisions made by the PBI board regarding pricing, market entry and expansion, regulatory submissions, capital expenditures, personnel decisions, and strategic initiatives. All 42 board meetings were held in Dublin, and the minutes will be organized chronologically with a subject-matter index for use in IDR responses and the Protest.
• Assisting with the preparation of PBI personnel interview summaries for the 12 key PBI employees in Dublin who will be interviewed during August and September 2022. These interviews will establish the nature and scope of PBI's operational functions, the decision-making authority exercised by PBI personnel, and PBI's role in the development, enhancement, maintenance, protection, and exploitation of the licensed intangible property.
• Preparing the DEMPE functions matrix, which will document the allocation of DEMPE functions between PPC (U.S.) and PBI (Ireland) for each of PPC's principal product lines — Veritaxol, Imvara, and Cerulon. The matrix will include headcount data and expenditure data for each function, by entity, demonstrating the substantial contribution of PBI personnel to the exploitation and maintenance of the intangible property.
Intercompany Agreement Analysis. Ms. Nazari will analyze the full matrix of intercompany agreements within the PPC corporate group, including the CSA between PPC and PBI, the legacy IP license agreement (4.5% royalty rate), the PMI manufacturing agreement (cost plus 8% markup), and the various intercompany service agreements. For each agreement, Ms. Nazari will assess compliance with the applicable regulatory requirements and confirm that the contractual terms are consistent with PPC's transfer pricing documentation and the positions taken on PPC's federal income tax returns.
Entity Classification. Ms. Nazari will prepare an analysis of the entity classification of Penterra Holdings Luxembourg S.à r.l. ("PHL"), the intermediate holding company in the PPC corporate structure. PHL is registered at 14, rue Aldringen, L-1118 Luxembourg, Luxembourg RCS Number B 168452. The analysis will confirm PHL's treatment as a disregarded entity for U.S. federal tax purposes, evaluate the entity classification election history, and assess any implications of PHL's classification for the transfer pricing structure and the IRS's examination positions.
PMI Manufacturing Agreement. Ms. Nazari will analyze the contract manufacturing agreement between PBI and Penterra Manufacturing Ireland ("PMI"), under which PMI provides contract manufacturing services to PBI at cost plus an 8% markup. PMI employs approximately 620 employees at its manufacturing facility located at Unit 7, Ringaskiddy Industrial Estate, Co. Cork T12 PX29, Ireland. Ms. Nazari will assess the arm's-length compliance of the cost-plus methodology under Treasury Regulation § 1.482-3 and will evaluate the comparability of the 8% markup against available benchmarking data.
FIN 48 / ASC 740-10 Support. Ms. Nazari will assist Simmons and Cross with FIN 48 uncertain tax position reserve analyses and updates throughout the engagement. This includes the initial reserve analysis (pre-settlement reserve of $62.4 million), periodic updates as the examination progresses, and the post-settlement reserve calculation (post-settlement reserve of $14.8 million). Ms. Nazari will coordinate with Crestfield & Associates on year-end financial statement reserves and will prepare supporting documentation for PPC's audit committee and independent auditors.
Protest Exhibits. Ms. Nazari will draft supporting exhibits to the formal Protest, including:
• The corporate entity chart illustrating the full ownership chain (PPC → PHL → PBI → PMI) and the intercompany agreement relationships.
• The CSA summary, providing a concise description of the cost-sharing arrangement, the RAB shares, the cost pool composition, and the PCT payment.
• The PBI substance evidence summary, compiling the key substance indicators (personnel, facilities, board governance, regulatory expenditures, independent decision-making) in a format suitable for presentation to IRS Appeals.
• Penalty protection documentation, including a summary of PPC's contemporaneous transfer pricing documentation and the basis for reasonable cause under IRC § 6662(e).
Credit Facility and Disclosure Analysis. Ms. Nazari will analyze the Hargrove National Bank credit facility covenants in PPC's $1.5 billion revolving credit facility and will assess the SEC disclosure considerations arising from the IRS examination and any proposed adjustments. This analysis will complement the broader financial impact work led by Simmons.
State Tax Impact. Ms. Nazari will prepare an analysis of the potential state income tax consequences of any federal settlement in PPC's filing states, with particular focus on New Jersey (PPC's headquarters state) and other material filing jurisdictions. The analysis will address the apportionment effects of any § 482 adjustment and the potential for state-level conformity to the federal settlement.
Post-Resolution Matters. Following resolution of the examination, Ms. Nazari will assist with the preparation of amended return filing instructions (Forms 1120X for TY 2017–2020), interest computation workpapers, going-forward transfer pricing recommendations, the APA consideration analysis, and PBI substance enhancement recommendations.
Estimated Time Allocation: Approximately 45% to 50% of total associate hours on the matter will be attributable to Ms. Nazari.
Supervision: Ms. Nazari reports to Simmons on day-to-day task assignments and work product. Cross and Hartwell provide substantive review and strategic direction.
4.5 Paralegal Support
Name(s): To be assigned from C&H's Tax Litigation Support Group based in the Philadelphia office. The specific paralegal(s) assigned will be confirmed upon engagement onboarding and will be identified in a supplemental staffing notice circulated to the team.
Role: Paralegal support will encompass document management, IDR production logistics (including Bates numbering, production formatting, and transmittal coordination), privilege log maintenance and updating, cite-checking of all legal memoranda and the formal Protest, preparation of document binders for IRS conferences and the Appeals conference, and general administrative support for the engagement team.
Billing Rate (2022): Per standard C&H paralegal billing rates, as set forth in the rate schedule for Matter 1018-00009 maintained by Hartwell.
Estimated Time: As needed. Paralegal utilization is expected to be heavier during the IDR response phases (Phase 2, June 2022 – September 2023) and during the pre-Appeals conference preparation period (Phase 4, February 2024). Paralegal hours will be managed by Simmons in coordination with Hartwell to ensure efficient utilization and budget compliance.
5. Outside Expert — Whitmore Valuation Group LLC
Entity: Whitmore Valuation Group LLC, 200 Ashbury Asset Advisors, Suite 700, Boston, MA 02109. Whitmore is organized as a Delaware limited liability company and provides transfer pricing economic consulting, valuation, and expert witness services to law firms and multinational corporations.
Engagement Basis: Whitmore has been retained by Calderwood & Harkness LLP under a Kovel arrangement to provide economic analyses under the protection of the attorney-client privilege in support of C&H's legal advice to PPC. The Kovel engagement is documented under letter reference 1018-00009-KV, executed on June 20, 2022. Under the Kovel arrangement, all communications between C&H and Whitmore, and between Whitmore and PPC at C&H's direction, are protected by the attorney-client privilege and the work-product doctrine. All Whitmore work product generated in connection with this engagement is prepared at the direction of, and for the use of, C&H in rendering legal advice to PPC and is subject to the privilege protocols established for the matter.
Lead Economist: Dr. Helena Vasquez, Ph.D. (Economics), Managing Director, Whitmore Valuation Group LLC. Dr. Vasquez has over 20 years of experience in transfer pricing economics, with particular expertise in intangible property valuation, cost-sharing arrangements, and pharmaceutical and life sciences industry analysis. She will serve as the lead economist on all economic deliverables and will be available to present findings at the IRS Appeals conference.
Supporting Economist: Dr. Rohan Chakrabarti, Ph.D., Senior Director, Whitmore Valuation Group LLC. Dr. Chakrabarti specializes in quantitative analysis, benchmarking studies, and discount rate methodology. He will support Dr. Vasquez on data analysis, comparable company screening, and technical valuation work.
Blended Rate: $650 per hour.
Deliverables. The following economic deliverables are within the scope of Whitmore's engagement:
• Functional Analysis of PBI. Comprehensive analysis of PBI's functions, assets, and risks, coordinated with C&H's legal team to ensure consistency with the factual record and the legal defense framework.
• CUT Analysis for Legacy IP Royalty Rate. Identification and analysis of 14 comparable pharmaceutical license agreements to support the 4.5% royalty rate, establishing an interquartile range of 3.1% to 6.8% of net sales, with a median of 4.4%.
• CPM / TNMM Analysis of PBI Operating Margins. Benchmarking of PBI's operating margins against a set of 22 comparable companies, utilizing the comparable profits method and the transactional net margin method to demonstrate that PBI's profitability is within the arm's-length range.
• PCT Valuation Analysis. Valuation of the platform contribution transaction using the income method / Discounted cash flow approach, applying a weighted average cost of capital of 9.8%, establishing an arm's-length range of $278 million to $361 million. PPC's actual PCT payment of $312 million falls within this range.
• discount Rate / WACC Technical Analysis. Detailed technical analysis supporting the use of a 9.8% WACC as compared to the IRS economist's asserted 7.2% WACC. The analysis will address each component of the WACC calculation and the basis for the applicable risk premiums.
• Benchmarking Study Workbook. Comprehensive workbook documenting the comparable company and comparable transaction search methodology, screening criteria, data sources, financial analysis, and adjustments.
• Rebuttal of IRS Economist Analysis. A point-by-point rebuttal of the economic analysis prepared by Dr. Alan Washburne, IRS Economist, addressing deficiencies in the IRS's comparable selection, methodological assumptions, and valuation conclusions.
• Supplemental Economic Submissions for Appeals. Additional economic analyses and submissions prepared for the Appeals phase, including supplemental CUT comparables and updated financial data.
C&H Liaison: Simmons serves as the primary day-to-day coordinator with Whitmore, responsible for managing deliverable timelines, data requests, and working-level communications. Cross provides strategic direction and reviews all expert deliverables prior to finalization. Nazari assists with data compilation and the preparation of financial data packages for Whitmore's use.
6. Coordinating Outside Advisors
6.1 Crestfield & Associates LLP (PPC Independent Auditor / TP Documentation Preparer)
Entity: Crestfield & Associates LLP, 1200 Avenue of the Americas, New York, NY 10036.
Role: Crestfield serves as PPC's independent auditor and preparer of PPC's consolidated federal income tax returns (Forms 1120) for Tax Years 2017 through 2020. Crestfield also originally prepared PPC's contemporaneous transfer pricing documentation under the standards required by IRC § 6662(e) for penalty protection purposes. Crestfield does not appear as counsel of record in the IRS examination and does not represent PPC before the IRS in connection with this matter. Its role is limited to providing factual information, return data, workpapers, and compliance documentation in support of C&H's representation.
Key Contacts: Martin Ogilvy, CPA, Engagement Partner; Susan Lam, CPA, Transfer Pricing Partner. Mr. Ogilvy oversees the overall audit relationship and return preparation engagement. Ms. Lam is the partner responsible for the transfer pricing documentation and is the most knowledgeable Crestfield contact regarding the methodology, data, and assumptions underlying PPC's contemporaneous transfer pricing documentation.
C&H Liaison: Simmons is the primary C&H coordinator for all communications with Crestfield, responsible for obtaining return data, transfer pricing documentation, R&D cost pool information, and workpapers as needed. Cross will coordinate directly with Crestfield on FIN 48 support letters and reserve matters.
6.2 Thornbury & Keogh (Irish Tax Advisors)
Entity: Thornbury & Keogh, Chartered Tax Advisors, 22 Fitzwilliam Square, Dublin 2, D02 YH68, Ireland.
Role: T&K serves as the Irish tax compliance and advisory firm for PBI and PMI. In the context of this engagement, T&K coordinates with C&H on the dual-jurisdiction aspects of the transfer pricing defense, including PBI's Knowledge Development box claims (at the 6.25% rate), Irish Revenue filings, PBI substance documentation, and potential competent authority or mutual agreement procedure considerations under the U.S.-Ireland Income Tax Treaty. T&K's involvement is essential to ensuring that PPC's defense positions are consistent across both the U.S. and Irish jurisdictions and that any settlement of the U.S. examination is evaluated for its impact on PBI's Irish tax position.
Key Contact: Ciarán Thornbury, Lead Partner. Mr. Thornbury is a chartered tax advisor with extensive experience in Irish corporate tax, transfer pricing, and international tax treaty matters. He is the principal advisor to PBI on all Irish tax compliance and advisory matters.
C&H Liaison: Nazari is the primary day-to-day coordinator with T&K, responsible for managing the flow of information and documentation between C&H, PBI, and T&K. Cross engages with Mr. Thornbury directly on strategic cross-border issues, including competent authority considerations and the alignment of defense positions across jurisdictions.
Fee Estimate: Total T&K fees for the engagement are estimated at €312,500, approximately $341,200 at the average exchange rate. T&K invoicing is managed by Nazari and reviewed by Hartwell as part of the overall matter budget tracking.
7. Phased Work Plan and Staffing Allocation
The engagement has been organized into five phases, corresponding to the natural progression of the IRS examination and Appeals process. The following sets forth the key activities, lead responsibilities, and supporting team assignments for each phase.
Phase 1: Engagement Setup and Initial Assessment (June 2022)
Objective: Establish the engagement infrastructure, compl