Michael A. Falaguerra

** **** ****

Pawling, NY *2564

845-***-****

acpdea@r.postjobfree.com

SUMMARY

Attorney and CPA with varied domestic and international tax experience

involving research and planning; domestic and international audits and tax

compliance; tax accounting, provisions and reserves. My responsibilities

have included organizational tax planning and tax efficiency; direct

interaction with, and management of, external consultants for compliance

and tax planning; global compensation matters; permanent establishment

issues; federal, state international tax compliance; consulting to all

levels within the organization; working knowledge of APB 23 and 24, FIN 48

and ASC 740; and management of US and foreign country audits. My

experiences have included international and domestic strategies to lower

the effective tax rate; develop positions to avoid or reduce tax reserves;

management of large case IRS audits, fast track appeals and a long term

permanent establishment competent authority case in India; direct

interaction with Senior Management, business owners, legal department and

other corporate headquarters functions; document review; management of and

interaction with external consultants; permanent establishment analysis and

planning; tax risk management; preparation and review of domestic and

international tax compliance including the management of outsourced

compliance; establishment of SOX procedures and subsequent testing;

transfer pricing analysis and planning including an APA; preparation and

review of tax provisions and tax forecasts; VAT and other above the line

tax issues; partnerships and forensic tax review and remediation.

PROFESSIONAL EXPERIENCE

Hess Corporation, New York, NY

09/11-12/14

Tax Counsel

. Dedicated Tax Counsel seconded to an energy trading division of Hess

with over $35 billion in annual revenue and offices in the US, UK,

Switzerland and Singapore.

. Client Consulting - provided tax advice to traders with respect to

direct and indirect taxes for tax implications of trading energy

products or opening offices in new jurisdictions.

. Document Review - analysis and review of all counterparty

agreements.

. Tax Compliance - prepared international tax filings for GST and VAT.

Reviewed all state indirect tax filings.

. Audits - managed various domestic and international tax audits.

Interpublic Group Inc., New York, NY

12/04-09/10

Director and Tax Counsel - International Tax and Special Projects

. Senior Tax Counsel of a multinational advertising group reporting

to SVP - Global Tax.

. Restatement - collaborated with external consultants to analyze

all tax issues in a global company earnings restatement; managed a

five-year remediation of such tax issues involving tax structures

and compensation schemes with external counsel in over 30 foreign

jurisdictions including the development of substantial authority

positions to reverse a significant portion of the restatement tax

accruals.

. Global Compensation Issues - developed an expertise in global

compensation matters for world group subsidiaries with direct

reporting to a Senior Management Committee. Responsible for

identifying or responding to compensation issues and partnering with

financial and business executives to provide comprehensive tax

technical and process solutions.

. Sarbanes Oxley - department liaison for transfer pricing

analysis, development of procedures and subsequent testing and

documentation.

. Latin America - dedicated tax counsel to controllers group for

above the line tax issues.

. Tax Provisions - team support for year-end tax provision

including review of 275 separate subsidiary

audit reports for all tax issues and advice on specific issues

involving FIN 48 and ASC 740.

. Client Consulting - partner with CFO's, controllers and business

unit managers of global advertising subsidiaries for various matters

including locally managed audits, transactions and compensation

issues.

. Tax Compliance - reviewed US consolidated tax return, state tax

returns and partnership tax returns. Analyzed transaction reports

for tax return disclosure requirements and prepared all disclosures.

. Transfer Pricing - managed function for three years with two

direct reports; dedicated counsel to

function for additional three years; managed global tax audits;

managed an APA and analyzed various special project issues.

MasterCard International Inc., Purchase, NY

3/98-12/04

Vice President - International Tax

. Senior international tax position reporting to SVP of Global Tax.

Managed international tax function for a multinational corporation

with offices in 40 countries and revenues from 160 countries.

Supervised a team of 5 tax professionals located in New York,

Belgium and Singapore. This position involved extensive worldwide

travel.

. Tax Planning - responsible for reducing MasterCard's effective tax

rate and current tax liability by providing tax advice on domestic

and international issues and transactions and pro-active tax

planning.

. Audits - managed international audit issues for IRS large case audit

including competent authority case and IRS fast track appeals

issues. Managed international audits in India, Kuwait, Japan and

Belgium. International audit cases involved primarily permanent

establishment issues including a 5 year US/India competent authority

case. IRS audit issues included foreign tax credits, US

implications of permanent establishment issues and challenges to a

Foreign Sales Corporation.

. Compliance - reviewed the US consolidated income tax return and

managed all international tax aspects of the return including

5471's, subpart F, Section 956 and tax credits. Managed service

provider for compliance with all international tax filing

requirements.

. Tax Provisions - assisted in the preparation and management of the

quarterly and year-end tax provisions. Prepared tax reserve and

effective tax rate analyses and also quarterly tax forecasts all of

which required a clear understanding and implementation of FAS 109.

. Transfer Pricing - managed the transfer pricing system for

MasterCard and 40 foreign subsidiaries.

. Other Taxes - responsible for the identification and management of

non-income tax issues including VAT and GST.

. Client Consulting - lead consultant to legal, finance and business

units for various tax issues.

PolyGram Holding, Inc., New York, NY

5/94 - 3/97

Vice President & Tax Counsel

. Senior Tax Officer for the North and Latin Americas region of

PolyGram records and films reporting to the SVP of Global Tax.

. Management - organized and restructured the U.S. tax department

including implementation of substantive and administrative tax

policies, integration of the tax department function into the US

headquarters and record label operations while increasing the number

of tax professionals from three to ten.

. Tax planning - focused on the establishment of multiple partnerships

in the record and movie divisions including the Sundance cable

channel and Rocket Records. Participated in due diligence on US

acquisitions.

. Compliance - reviewed the US consolidated income tax return, all

state income tax returns, all sales and use tax returns and all

related estimated tax payments.

. Audits - managed the IRS large case audit and multiple state income

and sales and use tax audits, including quarterly meetings and

updates to global CFO and US CEO.

. Administrative - prepared budgets and managed all external

consulting engagements.

. Tax Provisions - reviewed quarterly and year-end information for

consolidation into global tax provision.

INCO Limited, New York, NY

1/91 - 5/94

Senior Tax Attorney

. Research, writing and tax planning for a multinational corporation

with extensive U.S. and foreign operations. Reported to the

Director of U.S. and Foreign Taxes with an emphasis on operational

and transactional planning for U.S. and foreign subsidiaries and

business ventures.

. Supervised and coordinated efforts of outside foreign counsel in

connection with various foreign jurisdictional tax issues.

The Pittston Company, Greenwich, CT

11/86 - 12/90

Tax Attorney

. Research, writing and tax planning for diversified Multinational

Corporation in the federal domestic, foreign and state areas

reporting to the Vice-President of Taxes.

Texaco Inc., White Plains, New York, NY

7/85 - 11/86

Tax Analyst

. Tax basis analyses for newly acquired Getty subsidiaries.

KPMG Peat Marwick, Stamford, CT

9/82 - 7/85

Senior Tax Specialist

. Preparation and review of corporate, partnership and individual

federal and state returns including consolidated returns in multiple

industries. Researched various federal and state tax issues.

EDUCATION

University of Bridgeport, College of Law, Bridgeport, CT

LL.M. in Taxation, Summa cum Laude

Syracuse University, College of Law, Syracuse, NY

J.D.

Bryant College, Smithfield, RI

B.S. in Business Administration, Major: Accounting, Summa cum Laude

Proficient in Microsoft Word, Excel and Power Point and tax

research systems. CPA (not active).

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