Sales Developer
Resume:
*** ********** ****** #***, *** Diego CA *****
RANDY MUNYON Mobile Telephone 619-***-****
TAX ATTORNEY ***********@*****.***
Objective: SENIOR INCOME TAX AUDIT MANAGER, SEATTLE WA
With nineteen years of experience in sophisticated tax matters for professional firms in San Francisco and
San Diego, I have a broad technical and conceptual understanding of tax issues affecting corporations,
partnerships and other entities. I am expert in identifying relevant tax issues, researching the law,
assessing risks, presenting analyses and solutions scaled to the comprehension level of the client or
colleague, and training less experienced professional staff in all of these capabilities.
Tax Controversy Focus
Experienced with tax controversy representation throughout legal career. Examples include:
Section 401(k) Plan Audit and Litigation: Represented a major retailer in a federal tax audit of its Section 401(k)
plan and served as an expert in subsequent litigation against the plan’s vendors and administrators.
Gitlitz issue: In state tax audits and appeals, represented clients who took the return position that basis in S
corporation stock was increased by the amount of the corporation’s excluded COD income.
Depreciation of Land Improvements: Represented a real property developer in an administrative appeal of IRS
proposed disallowance of depreciation deductions for the cost of land improvements dedicated to a municipality.
Mitigation: Responding to an IRS refusal to process amended tax returns filed after the limitations period, I analyzed
the application of the mitigation provisions in sections 1311-1314 and, based on the analysis, drafted a letter to the
Collection Division requesting that the returns be processed promptly.
Multistate Apportionment: Represented a major hotel developer in an SBE appeal disputing the FTB’s method of
computing the sales factor.
Assessment Appeals: Drafted a request for reduced assessment of agricultural property in Imperial County. Drafted a
post-hearing brief addressing issues arising from assessment of manufacturing facility in Tulare County.
California Sales & Use Tax: Represented a business in a dispute with vendor over a $300,000 use tax liability and
negotiated a favorable settlement. Represented clients in successful appeals of SBE field audit determinations.
Tax Experience
TAX COUNSEL, LEVITZACKS, CERTIFIED PUBLIC ACCOUNTANTS, San Diego CA, 1996-2009. Provide tax and
other legal advice to the clients and professional staff of this prominent regional firm of thirty
accountants. Transaction Planning: Advise clients planning business transactions such as the purchase
and sale of enterprises, equity interests and assets, investments and dispositions of debt, tax-efficient
entity structuring, and like-kind exchanges. Tax Controversy: Represent clients in tax disputes with the
Internal Revenue Service and state and local tax agencies. Judgments and Settlements: Recommend
tax-advantageous structures for the resolution of lawsuits. Tax Return Support: Resolve highly
technical or conceptually difficult tax return problems. FIN 48: Assess risks of tax return positions for
financial statement reporting purposes. Other Legal Advice: Counsel the firm’s senior management on
corporate compliance, risk management, contract, confidentiality, personnel, collections and other matters
RANDY MUNYON
and prepare appropriate legal documents. Research Librarian: Survey, review, select and organize one
of the most extensive print and online libraries of tax resources in San Diego County. Training: Lead
discussions of legal issues and new legislation with the firm’s professional staff. Marketing: Contribute
to the firm’s marketing program by writing and editing promotional copy and assisting with graphic
design. Honor: Selected as one of San Diego’s Ten Top Corporate Counsel by the Association of
Corporate Counsel, San Diego chapter, and the San Diego Daily Transcript, 2008.
GRAY CARY WARE & FREIDENRICH (now DLA PIPER), San Diego CA, ASSOCIATE, TAX AND TRUSTS GROUP,
1993-1996. Research, analyze and resolve a wide range of sophisticated federal, international, state
income and sales, and local tax issues. Write memoranda and correspondence supporting conclusions,
including tax risk assessment. Represent clients in controversies with federal, state and local tax agencies
by correspondence and in person, and negotiate appropriate settlements. Review merger and acquisition
and other transaction documents to identify and resolve federal and state tax issues. Prepare and
prosecute applications for federal and state tax exemption. Advise clients’ accountants and return
preparers on the soundness of federal and state tax return positions. Review clients’ tax returns for
accuracy and to identify tax savings opportunities. Write material analyzing the tax impact of new and
proposed legislation. Often the primary attorney for client communication, file management and
scheduling. Publications: “Be Careful How You Sell Your Idea: There Might Be Sales Tax to Pay,”
GCWF Quarterly, Winter 1996; “Step Transaction Doctrine Continues to Unravel the Best-Laid Property
Tax Plans,” GCWF Quarterly, Fall 1994. Honor: Wiley W. Manuel Award for Pro Bono Legal Services,
California State Bar, 1994, 1996.
LILLICK & CHARLES (now NIXON PEABODY), San Francisco CA, ASSOCIATE, TAX GROUP, 1990-1992, and
Summer Associate, 1989. Experience with a wide range of complex tax issues at the international,
federal and state levels for corporations, partnerships and high-income individuals.
Education
University of Michigan Law School, J.D. First-year Writing and Advocacy program: Best Oralist and
Merit Award. Editorial Assistant to Professor Douglas A. Kahn, Corporate Taxation, 3d ed.
University of California, Berkeley, A.B., Criminology.
Licensure and Affiliations
Licensed to practice law in California
Tax Section, State Bar of California
Tax and Real Property Sections, Multidisciplinary Practice Committee, San Diego County Bar Ass’n
Hispanic National Bar Association
Association of Corporate Counsel, San Diego chapter
Chair, Local Board 202, Area Office 30, Region III, Selective Service System of the U.S.
Director, California Terraces Homeowners Association
Representative Examples of Tax Work
Consolidated Group Restructuring: An insolvent group of corporations restructured its debt and equity through
investments of $97 million, stock redemption, partial payment and discharge of $165 million of outstanding debt, and
formation of a holding company for operating subsidiaries. Drafted tax opinion discussing the allocation of COD
income arising in connection with a Section 382 ownership change, an agreement for holding company capitalization
and many other documents. Analyzed Tax Benefit Rule, subsidiary liquidation, constructive sale, grantor trust and
RANDY MUNYON
other COD and Section 382 issues. Negotiated with the investor's tax counsel. Guided the client's national accounting
firm on projections and analysis. Advised the client on tax accounting methods.
Assignment of Income: Prepared an application for a private letter ruling regarding the tax ownership of more than
$1 million of optioned stock sale proceeds.
Section 401(k) Plan Audit and Litigation: Represented client in an IRS audit of its Section 401(k) plan and served
as an expert in subsequent litigation against the plan’s vendors and administrators.
Gitlitz issue: Represented clients who took the return position that basis in S corporation stock was increased by the
amount of the corporation’s excluded COD income.
Option: Advised client as to tax consequences of various alternative structures for settling a longstanding dispute with
a regulatory agency, and prepared a thorough analysis of likely federal income tax treatment of an option to purchase a
future income stream, including tax validity, assignment of income and gain characterization issues.
Hedging Transaction: Analyzed the tax consequences of a novel scheme using leveraged cash settlement put options
to hedge against possible depreciation of employee stock options.
Like-kind Exchange: Advised a commercial real estate developer whether, under ambiguous facts and
circumstances, certain proposed exchanges would satisfy the requirements of Section 1031.
REITs and UPREITs: Advised real property-owning clients contemplating joint ventures with REIT partners.
Abandonment Loss: Drafted a tax opinion on the deductibility, timing and character of losses with respect to
capitalized development expenditures after an abandonment of a multimillion dollar commercial project.
Depreciation of Land Improvements: Represented a real property developer in an administrative appeal of IRS
proposed disallowance of depreciation deductions for the cost of land improvements dedicated to a municipality.
Intellectual Property: Analyzed a patent licensing agreement for section 1235 eligibility.
Partial Liquidation: Advised client and client’s corporate counsel on the corporate contraction type of partial
liquidation with respect to the sale of an $80 million line of business.
Section 338(h)(10): Advised clients selling S corporation businesses in connection with elections under Section
338(h)(10).
Mergers: Analyzed the satisfaction of Section 368(a) reorganization requirements in "type A," forward subsidiary and
reverse subsidiary mergers and drafted representation and tax opinion letters and supporting memoranda.
Exempt Organizations: Drafted, assembled and filed successful applications for recognition of exemption under
section 501(c)(3) and (6).
Economic Performance for Land Improvement Construction: Advised a residential developer as to the
“alternative cost method” described in Revenue Procedure 92-29 to include in the basis of parcels their proportionate
shares of the estimated construction costs of common land improvements.
Qualified Settlement Fund: Drafted fund terms and conditions to qualify under Section 468B.
Permanent Establishment: Analyzed whether sales solicitation and technical assistance activities conducted by
employees of a Japanese company from a California office would subject its sales income to United States taxation
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under the United States-Japan tax treaty.
Controlled Foreign Corporations: Assisted in designing an ownership structure for offshore business to avoid CFC
classification. Advised a domestic client owning a CFC as to subpart F tax accounting, transactional and compliance
issues.
Foreign Corporation's Interest Income: Compared federal income source rules with California allocation and
apportionment rules to determine whether interest income which is nonbusiness for California purposes is necessarily
non-effectively connected income for federal purposes.
Section 882(d): Advised a foreign member of a domestic LLC that owned U.S. real property as to the benefits of a
Section 882(d) election to be taxed on a net basis, and assisted the taxpayer and the LLC with election and compliance
requirements.
Domicile: Analyzed which of a foreign taxpayer's two homes constituted her residence for estate tax purposes and
drafted a memorandum of recommendations to ensure a sufficient evidentiary record.
Mitigation: Responding to an I.R.S. refusal to process amended tax returns filed after the limitations period, I
analyzed the application of the mitigation provisions in sections 1311-1314 and, based on the analysis, drafted a letter
to the Collection office requesting that the returns be processed promptly.
Indemnification: Drafted agreements to indemnify transaction parties against adverse tax consequences resulting
from various transactions.
Multistate Apportionment: Represented a client in an SBE appeal disputing the FTB’s method of computing the
sales factor.
California Sales & Use Tax: Designed transactions and structures involving a sales taxable transfer of leasable
property to a single-member LLC, so that use tax would cease to apply to lease receipts. Represented a business in
dispute with vendor over a $300,000 use tax liability and negotiated a favorable settlement. Advised shipping
company as to the tax consequences of purchase, sale and leaseback of industrial equipment at a harbor terminal.
Change of Ownership: Analyzed whether and when reassessment of real property value would occur under various
schemes of business reorganization.
Possessory Interest: Developed arguments opposing the valuation of a possessory interest in port property.
Assessment Appeals: Drafted a request for reduced assessment of agricultural property in Imperial County. Drafted a
post-hearing brief addressing issues arising from assessment of manufacturing facility in Tulare County.
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