Lawrence R. Kemm
Partner
Overview
Larry R. Kemm advises domestic and international clients on structuring transactions and business operations in a tax-efficient manner and represents them before the IRS in tax disputes, helping businesses and individuals manage tax risk across borders. Based in Tampa, he brings 40 years of combined practice as a tax lawyer and Certified Public Accountant (CPA) to cross-border planning, transactions and controversy matters.
Larry helps clients build and reshape business structures with tax consequences in view. He counsels on the organization and reorganization of domestic and cross-border business structures, including international joint ventures, mergers and acquisitions (M&A) and divestitures.
International tax planning is a core part of his practice. Larry advises on income tax deferral, foreign tax credit utilization, transfer pricing strategies and the maximization of tax treaty benefits, among other issues. He coordinates global planning and transaction structures with an extensive network of lawyers around the world, giving clients a cohesive approach across jurisdictions.
A source quoted in the 2021 edition of Chambers USA said that Larry's "extensive international tax experience" that "allows him to develop creative solutions to complex matters."
When tax positions are challenged, Larry has served as counsel in numerous controversy matters at the audit, appeals and litigation levels. He has also represented numerous clients in voluntary disclosures and in penalty disputes involving foreign bank account reporting under the Bank Secrecy Act (BSA).
Larry speaks regularly before professional organizations and has authored numerous publications and outlines on international tax topics. He is licensed as a CPA in Texas. His dual perspective as a lawyer and accountant allows him to connect technical tax analysis with practical business decisions.
Larry has extensive international tax experience including corporate and high-net-worth individual taxation. His technical knowledge along with experience allows him to develop creative solutions to complex matters.
– Chambers USA – America's Leading Lawyers for Business 2021 guide
Representative Experience
- Advised a publicly traded company in connection with a combination cash and stock offer in an exchange offer for outstanding warrants
- Represented the seller in a $114 million stock sale of a closely held multinational corporation to a private equity group
- Advised a public company in the telecommunications industry on tax matters related to a $145 million acquisition in a reverse triangular merger
- Restructured a private company in connection with its bankruptcy to preserve approximately $250 million of built-in losses and thereafter negotiate property sale transactions with a third party to utilize the losses as offset to realized gains
- Advised an insurance company in connection with the coverage or exposure for tax liabilities under a reps and warranty insurance policy
- Advised a multinational corporation in connection with its planned spinoff and subsequent initial public offering
- Structured a post-acquisition integration plan and led the implementation for the combined companies following acquisitions by a publicly traded corporate client of a $280 million public Swiss corporation and a $180 million private U.S. company
- Coordinated a multijurisdictional transaction involving a combination of asset and stock sales for a major publicly traded corporation in the sale of a business (original cost of $3.5 billion) to maximize the seller's ordinary loss treatment
- Advised a Swiss investment fund (comprised of public and private pension funds) on the acquisition structure of real estate investment trust (REIT) interests through a U.S. limited partnership to obtain preferential capital gains tax rate on REIT distributions, and to minimize risk of disqualifying REIT status as well as U.S. trade or business exposure
- Structured an $8 billion sale of a non-U.S. subsidiary by a publicly traded company to substantially diminish the gain characterized as dividend income under Section 1248 through pre-sale restructuring and a post-closing dividend to the buyer, resulting in both cash tax savings and effective tax rate reduction on gain
- Defended numerous clients before the IRS in an administrative appeals process and in U.S. Tax Court on various issues, including deductibility of captive insurance premiums, the existence and computation of constructive dividends, transfer pricing on trademark license and pharmaceutical products, debt versus equity determinations, as well as source of loss on the sale of foreign corporation stock, among others
- Litigated in U.S. Tax Court a proposed deficiency in excess of $30 million related to allegations of a sham offshore tax structure and fraud, resulting in a complete client victory with zero liability
- Represented numerous U.S. individuals regarding U.S. tax and information reporting compliance issues associated with foreign bank accounts, including defense of foreign bank account report penalties imposed under the Bank Secrecy Act (BSA) in federal district court
- Represented multinational corporations in tax controversies with the IRS concerning deductibility of premiums paid to captive insurance subsidiaries
- Represented taxpayers in U.S. Tax Court regarding treatment of policies issued by a small captive insurer under IRC § 831(b)
- Advised client on tax and related implications associated with redomestication of a non-U.S. captive
- Represented a multinational corporation in administrative appeals to resolve dispute over application of excise tax on insurance premium payments to a foreign captive affiliate
- Advised a U.S. client on structuring foreign captive insurance operations to avoid adverse implications of anti-deferral rules under Subpart F of the U.S. Tax Code
Credentials
- Indiana University Robert H. McKinney School of Law, J.D., summa cum laude
- University of Missouri-Kansas City, B.S., Accounting
- Florida
- Illinois
- Texas
- U.S. Tax Court
- U.S. Court of Federal Claims
- U.S. District Court for the Northern District of Florida
- U.S. District Court for the Northern District of Texas
- U.S. District Court for the Western District of Texas
- Certified Public Accountant (CPA)
- The Florida Bar, Tax Section, International Tax Committee
- American Bar Association, Section of Taxation
- Hillsborough County Bar Association, Tax Law Section
- International Fiscal Association (IFA)
- Society of Trust and Estate Practitioners (STEP)
- The Best Lawyers in America guide, Tax Law, 2013-2027
- Chambers USA – America's Leading Business Lawyers guide, Tax, 2021-2024
- Martindale-Hubbell AV Preeminent Peer Review Rated, 2002-2019