ANDREW H. LEE
Partner
(212) 808-7859
ANDREW H. LEE Partner
My clients keep coming back because I help minimize their tax burdens and am able to plan for, and adapt to, a wide range of circumstances.

Andrew Lee is focused exclusively on tax law.  After more than two decades of practice, Andrew has experience with a wide range of federal, state and local tax matters, including those arising in connection with mergers and acquisitions, financings, affiliated groups of corporations, cross-border transactions and transfer pricing.

Highly focused and with acute attention to detail, Andrew guides both companies and individuals through the web of complex federal and state tax laws and regulations.  Andrew has proven time and again that he is able to decode complicated tax challenges into understandable, practical and effective solutions that fit into the bigger picture of his client’s business needs.

Whether advising on business or personal income tax matters or resolving a potentially contentious IRS audit, clients and colleagues alike appreciate Andrew’s commitment to finding an efficient approach to problem-solving and a viable path that allows his clients to pursue their transactions.  Andrew’s clients consistently value that he gets them results, and offers a proven track record of resolving issues with the IRS and state and local taxing authorities on favorable terms.

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

Prior to joining Kelley Drye, Andrew served as a senior attorney with the Office of Chief Counsel of the IRS.  As a result, Andrew provides his clients with first-hand experience regarding what IRS professionals require in order to find in favor of his client’s position.  He is also able to establish immediate credibility and rapport with tax auditors, both when and where it is needed most.

Federal

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

Routinely negotiates tax representations and warranties and tax indemnity provisions in stock purchase and asset purchase agreements.  Ensures that acquisition structures, including tax-free structures relying on Code Section 351 or reorganization provisions, achieve his clients’ tax objectives.

Ensures that clients seeking benefits under Code Section 338(h)(10) or otherwise seeking a stepped-up basis achieve the desired benefits, and negotiates the allocation of benefits and burdens of elections between buyers and sellers.

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

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

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

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

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

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

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

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

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

State and Local

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

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

Represented the sellers in connection with indemnity claims by a purchaser for state and local taxes imposed on the target company following the sale of a business.

Controversy

Litigates and/or negotiates settlements of docketed U.S. Tax Court cases.

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

Routinely represents clients making voluntary disclosures pursuant to the IRS’s Offshore Voluntary Disclosure Program, or where taxpayers’ offshore assets have been detected without a voluntary disclosure. 

Successfully negotiated reduced penalties for the failure to file FBARs and related forms.  Successfully established reasonable cause for the failure to file Forms 5471.

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

About

Andrew Lee is focused exclusively on tax law.  After more than two decades of practice, Andrew has experience with a wide range of federal, state and local tax matters, including those arising in connection with mergers and acquisitions, financings, affiliated groups of corporations, cross-border transactions and transfer pricing.

Highly focused and with acute attention to detail, Andrew guides both companies and individuals through the web of complex federal and state tax laws and regulations.  Andrew has proven time and again that he is able to decode complicated tax challenges into understandable, practical and effective solutions that fit into the bigger picture of his client’s business needs.

Whether advising on business or personal income tax matters or resolving a potentially contentious IRS audit, clients and colleagues alike appreciate Andrew’s commitment to finding an efficient approach to problem-solving and a viable path that allows his clients to pursue their transactions.  Andrew’s clients consistently value that he gets them results, and offers a proven track record of resolving issues with the IRS and state and local taxing authorities on favorable terms.

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

Prior to joining Kelley Drye, Andrew served as a senior attorney with the Office of Chief Counsel of the IRS.  As a result, Andrew provides his clients with first-hand experience regarding what IRS professionals require in order to find in favor of his client’s position.  He is also able to establish immediate credibility and rapport with tax auditors, both when and where it is needed most.

Experience

Federal

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

Routinely negotiates tax representations and warranties and tax indemnity provisions in stock purchase and asset purchase agreements.  Ensures that acquisition structures, including tax-free structures relying on Code Section 351 or reorganization provisions, achieve his clients’ tax objectives.

Ensures that clients seeking benefits under Code Section 338(h)(10) or otherwise seeking a stepped-up basis achieve the desired benefits, and negotiates the allocation of benefits and burdens of elections between buyers and sellers.

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

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

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

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

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

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

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

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

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

State and Local

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

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

Represented the sellers in connection with indemnity claims by a purchaser for state and local taxes imposed on the target company following the sale of a business.

Controversy

Litigates and/or negotiates settlements of docketed U.S. Tax Court cases.

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

Routinely represents clients making voluntary disclosures pursuant to the IRS’s Offshore Voluntary Disclosure Program, or where taxpayers’ offshore assets have been detected without a voluntary disclosure. 

Successfully negotiated reduced penalties for the failure to file FBARs and related forms.  Successfully established reasonable cause for the failure to file Forms 5471.

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

Practices

Speaking Engagements