Kelley Drye

Attorneys & Professionals 

Practice Area
- Tax

Andrew H. Lee

Partner Email vCard
New York
Phone: (212) 808-7859
Fax: (212) 808-7897

Andrew Lee is a partner in the firm’s New York office.  He focuses his practice on tax issues.

Mr. Lee has experience with a wide range of federal, state and local tax matters, including matters arising in connection with mergers and acquisitions, financings, matters involving affiliated groups of corporations, cross-border transactions and transfer pricing.

Mr. Lee regularly provides advice to telecommunications service providers, including in connection with the purchase and sale of such service providers.  Mr. Lee also frequently represents telecommunications service providers before state and local taxing authorities in connection with tax audits and appeals.

Prior to joining Kelley Drye, Mr. Lee served as a senior attorney with the Office of Chief Counsel of the Internal Revenue Service.

Representative Experience


Routinely negotiate tax provisions of credit agreements and related documents in connection with loans from banks and other lenders.  Where applicable, identify potential Internal Revenue Code Section 956 issues and negotiate terms in credit agreements minimizing Section 956 risk.

Routinely negotiate tax representations and warranties and tax indemnity provisions in stock purchase and asset purchase agreements.  Ensure that acquisition structures, including tax-free structures relying on Code Section 351 or reorganization provisions, achieve clients’ tax objectives.  Ensure that clients seeking benefits under Code Section 338(h)(10) or otherwise seeking a stepped-up basis achieve desired benefits, and negotiate allocation of benefits and burdens of elections between buyers and sellers. 

Routinely prepare partnership agreements, including LLC operating agreements.  Negotiate selection of Section 704(c) allocation methods.  Provide tax guidance to private equity funds in connection with the acquisition of portfolio companies.

Counsel clients regarding potential impact of ownership changes on tax attributes.  Provide guidance to clients regarding limitations on the usage of net operating losses by members of consolidated groups.

Routinely counsel clients regarding withholding tax obligations and exposure under Code Sections 1441 and 1442 and under FATCA.

Counsel hedge funds regarding structural issues, including use of management companies, and the implementation of master feeder structures, etc.

Provide guidance in connection with formation and operation of liquidating trusts, including disputed ownership funds.

Provide guidance in connection with forward and reverse Section 1031 exchanges, including identification of property eligible for exchanges and procedures for executing exchanges.

Provide guidance to clients regarding FIRPTA withholding and exceptions to FIRPTA withholding.

Obtained IRS determination letter waiving tax on excess net passive income of an S corporation.

Negotiated purchase price allocation in connection with sale under Bankruptcy Code Section 363 of U.S. and Canadian assets.  Following asset sale, identified and successfully pursued multi-million dollar federal refund claim based upon five-year carryback of net operating losses.

State and Local

Routinely provide advice to telecommunications service providers in connection with the identification of state and local tax nexus and the apportionment of telecommunications services and ancillary services. 

Obtained favorable private letter ruling from state taxing authority regarding the apportionment of revenue from telecommunication services.

Obtained favorable private letter ruling from state taxing authority regarding incidence of fuel excise tax.

Represented sellers in connection with indemnity claims by purchaser for state and local taxes imposed on target company following sales of businesses.


Litigate and/or negotiate settlements of docketed U.S. Tax Court cases.

Represent clients undergoing federal tax audits.  Represent telecommunications carriers in connection with state and local tax audits.

Routinely represent clients making voluntary disclosures pursuant to the IRS’s Offshore Voluntary Disclosure Program or where taxpayers’ offshore assets were detected without a voluntary disclosure.  Successfully negotiated reduced penalties for the failure to file FBARs and related forms.

Provide guidance in connection with the tax treatment of settlement amounts and attorneys fees.

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March 14, 2016

Taxing the Deal: State and Local Tax Issues in Telecom M&A Transactions

Kelley Drye Client Advisory