Real Estate Manager

Dean Marsan

Mobile: 917-***-****

Email: ****.******@*****.***

Legal Experience

DELOITTE TAX LLP- Senior Manager New

YORK, N.Y.

tax information reporting (1441/fatca) & Tax Controversy (fbar)

2010-2011

Deep analysis and consultation on tax information reporting including

the impact of FATCA and cost basis reporting upon banks, insurance

companies, financial products, private equity and hedge funds, the real

estate industry, commercial entities, trusts and estates and custodial

accounts including the development of comments, guidelines,

questionnaires, illustrative examples, and materials necessary to

implement new chapter 4 and integrate the new rules into the existing

U.S. tax information reporting system. Draft information reporting

manuals, policies and procedures, review and update online

documentation (e.g., W-8s) software and MOU for compliance, including

for products such as CDs, securities lending, repos, derivatives,

syndicated loans and broker dealer reporting for securities

transactions and address FBAR issues.

Lehman Brothers-First Vice President/Senior Tax Counsel New York, N.Y.

1988- 2008

Firm Investment & Loan Commitment Committees (2003-2008)

. Tax counsel for the Firm's Investment and Loan Committees responsible

for reviewing and tax sign-off for global Firm and fund transactions,

including fixed income, equities, financial services tax and corporate

compliance practice IBD and IMD loan and equity commitments and

oversight and supervision of U.S. and non-U.S. tax withholding and

documentation and FBAR compliance.

Global Corporate Tax Research and Planning (1988-2008)

. Responsible for reviewing the tax withholding requirements (U.S. and

non-U.S.) documentation and information reporting (W-8s, W-9s, IRS

notices, IDRs, audits, etc.) for Firm and fund investments, tax

structuring, negotiating and implementing various purchases and sales

of domestic and international businesses in a taxable asset or stock

transactions, as well as tax-free reorganizations, spinoffs and

liquidations, workouts or restructurings and various financing or

outright sale securitization transactions in which the Firm

participated as an advisor, bridge or mezzanine lender or equity

participant, which included, the availability of a step-up in basis of

the acquired assets under Section 338 or through an offshore

partnership structure using CTB planning and assessing the availability

of NOL carryovers and other tax attributes under Section 382, as well

as the impact of the SRLY and built-in loss rules and SALT implications

of such transactions.

. Drafted federal and state tax indemnity and other tax provisions for

stock, asset and partnership agreements, policies, guidelines and

memoranda on various issues, including allocation and apportionment and

nexus issues and supported the Firm's federal and state tax audits on

numerous topics involving partnership, corporate, international and

consolidated tax return taxation, as well as various structured finance

transactions and products addressing such issues as business purpose,

step transaction, disguised sale and economic substance, as well as

statutory and regulatory hurdles. Reviewed and analyzed tax legislative

and administrative or regulatory changes at the federal, state and

local levels and provided comments of the effects of such changes on

the Firm's businesses.

. Structuring to use bridge equity as a technique to maximize after-tax

returns and deleverage the balance sheet and preserve capital. Advised

on off-balance sheet structures across asset classes to maximize after-

tax returns and improve Tier 1 capital and provided global tax advice

in connection with diverse transactional and compliance issues for Firm

proprietary balance sheet investments, as well as for strategic and

minority fund investments and made recommendations with regard to U.S.

and foreign issues associated with derivatives and other financing

structures.

. Responsible for structuring and providing tax diligence regarding

various REO structures, including RTC joint ventures and

securitizations, bridge equity and various REIT structures, tiered

joint venture and split ownership structures, equity leases, like kind

exchanges, low income, and certified historic projects.

Global Investment Management Division/Private Equity/Alternative Funds

(2000-2008)

. Responsible for tax structuring, negotiating and implementing domestic

and cross-border investment advisory agreements, joint ventures,

structured SPV's and CDO's with collective global AUM exceeding $300

billion.

. Responsible for tax matters and development of efficient tax structures

relating to approximately 30 global funds (public and private),

including real estate, infrastructure, merchant banking, credit

mezz/distressed debt, venture capital, fund-of-funds, multi-strategy

and hedge funds with collective AUM exceeding $40 billion and over 1000

legal entities.

. Worked proactively with the bankers, counsel and Big 4 accountants

relating to tax diligence and compliance for investments and risk

mitigation planning for the new global fund investments, financings,

and divestiture strategies, including FIN 48/FAS 5 analyses.

. Reviewed joint venture, partnership and other profit sharing agreements

(e.g., equity participations, guaranteed payments, earn-outs, fees),

allocation planning and related capital account analyses under Section

704(b), including minimum gain, qualified income offset, PIP analysis

and the use of partnership and REMIC/REIT blocker structures to ring

fence ECI/UBTI tax risk.

. Designed senior management incentive structures as a compensation and

retention device using discounted carry/fee structures for both private

equity and hedge funds.

Whitman & Ransom New York, N.Y.

Tax Associate 1986-1988

. Broad based tax practice, including researching, consulting, and

writing memoranda on domestic and international transactions, including

drafting the tax sections in the deal documents for initial offerings,

acquisitions and dispositions of businesses, reorganizations,

liquidations, partnership allocations, state and local issues and ERISA

and employee benefits.

Carro, Spanbock, Kaster & Cuiffo New York, N.Y.

Tax Associate 1984-1986

. General experience in corporate, partnership, real estate, FIRPTA and

foreign taxation. Significant experience in the preparation drafting

and review of public and private syndication offering materials for

such clients as Prudential, VMS, Integrated Resources and T. Rowe

Price.

Bell Kalnick Beckman Klee & Green New York, N.Y.

Tax Associate 1983-1984

. Experience in federal and state taxation, including C and S

corporations, individuals, employee benefits & VEBA plans, as well as

drafting condominium and cooperative offering plans.

.

Public Accounting Experience

Price Waterhouse New York, N.Y.

Tax Senior - International Tax Services Group 1982-1983

Touche Ross & Co. Washington, D.C.

Tax Consultant 1978-1979

EDucation

New York University School of Law New York, N.Y.

LL.M in Taxation 1988

Franklin Pierce Law Center Concord, N.H.

Juris Doctor 1982

Long Island University Greenvale, N.Y.

Masters of Taxation 1978

University of Maryland College Park, M.D.

B.S. in Accounting 1976

Professional LIcenses

. Admitted to Practice: New York State Bar, 1983, D.C. Bar, 1983, U.S.

Tax Court, 1983

. Certified Public Accountant: Maryland, 1978, D.C., 1979 and New

Hampshire, 1981

PROFESSIONAL AFFILIATIONS

. Wall Street Tax Association-information reporting and fatca committee

. Securities Industry and Financial Markets Association-compliance &

legal division

. American Bar Association-Tax Section-FATCA AND FBAR GROUPS, Civil and

Criminal penalties committee

. New York state Bar Association Tax Section- fatca, fbar, bank &

investment fund groups

. Tax Executives Institute-New York chapter

PUBLICATiONS and Ad Hoc Committee Contributions

. "FATCA: The Global Financial System Must Now Implement a New U.S.

Reporting and Withholding System for Foreign Account Tax Compliance

Which Will Create Significant New Exposures - Managing This Risk." The

article is separated into a seven-part series and to date has been

published in the July, August and September 2010 editions of TAXES-The

Tax Magazine (Vol. 88, Nos. 7-9), the May (Vol. 89, No. 5) and July

(Vol. 89, No 7) edition and the balance of the article is expected to

be published in the September and October 2011 editions.

. "Foreign Bank Accounts-FBAR Reporting Obligations, Enforcement

Exposures and Managing the Risk: What Every Tax and Compliance Advisor

Needs to Know Now," TAXES-The Tax Magazine, November, 2009, (Vol. 87,

No. 11).

. "An Analysis of the Green Book's International Tax Enforcement

Provisions for U.S. Persons," TAXES-The Tax Magazine, July, 2009, (Vol.

87, No. 7).

. "Comments on H.R. 3933 (S.1934) Foreign Account Tax Compliance Act of

2009 (FATCA)," which was submitted by the American Bar Association Tax

Section on December 3, 2009, to the U.S. Senate Finance Committee and

the House Ways and Means Committee, and a participant on the ABA Tax

Section Fatca Comment Committee which submitted "Comments on Foreign

Account Tax Compliance Offset Provisions of the HIRE Act" which was

submitted to the U.S. Treasury on August 16, 2010 and on the American

Bar Association Tax Section "Comments on the Taxation of Dividend

Equivalent," submitted to the Internal Revenue Service on October 22,

2010.

. "Report on Notice 2010-60," which was submitted by the New York State

Bar Association Tax Section to the U.S. Treasury and the Internal

Revenue Service. Tax 1224 Report, November 16, 2010.

. "Report on the Rules Governing Reports on Transactions with Foreign

Agencies (FBARs)," New York State Bar Association Tax Section, Tax 1194

Report, October 30, 2009.

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