McDermott Will & Emery LLP
William (Bill) R. Pomierski focuses his practice on the taxation of financial products and capital markets transactions, as well as on executive compensation matters. He is a former chair of the Firm’s Executive Compensation Practice Group.
Bill advises clients on the federal income tax implications of a variety of domestic, cross-border and global financial products and related transactions. He has worked extensively with public and private companies, hedge funds, trading firms, financial institutions, high-net-worth individuals, trust advisors and family offices in connection with a range of capital market and financial product issues. He has advised insurance companies, financial institutions, equipment manufacturers, retailers, energy companies, food processors and manufacturers, and chemical companies.
In the derivatives arena, Bill’s advice spans a wide range of commodities, along with interest rate, currency, credit default, equity and weather derivatives. His experience covers domestic and foreign exchange-traded positions, cleared bilateral products, as well as over-the-counter transactions.
Bill works with clients to ensure compliance with federal income tax rules that potentially apply to domestic and international derivative activities, including hedging and straddle issues, Subpart F considerations, cross-border withholding issues, US trade or business issues for foreign persons (including the availability of trading safe harbors), constructive sales and constructive ownership rules, mandatory and elective mark-to-market issues, securities lending, short sales, repo transactions and wash sales.
He also advises on capital markets tax issues involving debt and equity offerings. He has significant experience in the special rules that apply to debt instruments, including original issue discount (OID), market and acquisition discounts and premiums, contingent and convertible debt, and debt modifications, among others. Bill counsels corporate debt issuers on various limitations affecting the deductibility of interest, including debt-equity considerations, earnings stripping rules, Applicable High Yield Discount Obligation (AYHDO) and convertible debt, and he addresses tax issues relating to foreign currency denominated borrowings, hybrid securities, and securitization transactions, as well as finance and true lease transactions. Bill also advises on the tax issues associated with accelerate share repurchase programs.
Bill has extensive tax controversy experience. He routinely assists clients at the examination level, as well as participates in the Internal Revenue Service (IRS) appeals process, including handling protest letters and appeals settlement conferences.
Bill’s executive compensation practice involves the design and drafting of a variety of compensation plans or arrangements, with a particular emphasis on equity-based compensation plans for public and private companies, such as options, restricted stock and stock units, stock appreciation rights, and profits interests, along with performance based compensation, including annual and long-term performance bonus arrangements and performance equity. He also advises clients on senior executive employment, consulting and retirement arrangements, including change in control severance programs.
Bill also advises clients on the federal income tax implications of executive compensation programs, including in particular the special rules for incentive and nonqualified stock options, Section 83 restricted property considerations, Section 280G golden parachute tax considerations, the Section 162(m) deduction limitations for public corporations and the Section 409A limitations on nonqualified deferral arrangements.
Bill speaks and writes frequently on a variety of topics relating to the taxation of financial products. While in law school, Bill was a member of the University of Illinois Law Review.