Brian E. Andreoli focuses his practice on transfer pricing, international tax matters, and state tax matters. Mr. Andreoli has been a tax professional for more than 30 years, with experience in public, accounting, corporate (both foreign and domestic) law, and litigation. He has tried cases and administrative hearings in the states of New York, Connecticut, Ohio, California, Virginia, North Carolina, South Carolina, Pennsylvania and Washington. These cases have concerned corporate income tax, sales and use tax, franchise tax and property tax. He also practices in voluntary disclosures for both corporations and individuals, concerning both civil and criminal penalties.

Mr. Andreoli is admitted before the bars in Connecticut, New York, Massachusetts, and the District of Columbia, and is a Certified Public Accountant. He is licensed to practice in the United States Tax Court, Second Circuit Court of Appeals, the United States Supreme Court, and the Federal District Courts of the District of Columbia, Connecticut, Massachusetts, and New York (Southern and Eastern). He has been listed in the 2008 Guide to the World's Leading Transfer Pricing Advisers.

He is also known as a frequent speaker on international tax issues and transfer pricing matters in the United States, the United Kingdom, and Canada and has spoken on state tax issues in the United States. He recently spoke on two radio programs about the GlaxoSmithKline IRS dispute, cases involving cross border corporate tax structures, and advice for businesses going international with their products. The archived radio programs may be accessed through the following links:

• The first program was with Sky Radio Network's FORTUNE Magazine Radio Channel, which can be heard on American and Northwest Airlines. It is a short discussion of how to avoid the tangle of international tax laws: http://www.skyradionet.com/player.cfm?ID=4129
• He also appeared on the LawBusiness Insider program where he spoke in greater detail about these issues: http://www.lbishow.com/talkshow_2006_09_23.html

Transfer Pricing/Cost Sharing Agreements

In regard to Cost Sharing Arrangements, (CSA), he has designed or implemented or defended over thirty (30) CSAs. While the IRS and foreign jurisdictions have audited such CSAs, to date there has been no sustained audit adjustments. In addition, he has successfully defended the project of a trade name royalty in the pharmaceutical industry in excess of 2.5% of sales. The CSAs have been primarily constructed for corporations in the pharmaceutical and biotech industry, although the other CSAs involved high value technology and software.

Upon audit, all valuations of the buy-in as well as the cost share payments have been sustained as planned, despite initial IRS proposed adjustments. Buy-in payments have involved lump sum payments, a series of payments and royalties (fixed and variable). The CSAs also involved variations of total or partial rights to the intangibles with appropriate adjustments for compensation. In general, the foreign participation in the CSAs involved the Netherlands, Switzerland, Ireland, Germany, Sweden, France, the UK, and Japan among others.

The CSAs involved successful pharmaceutical companies, mid-sized pharmaceutical companies and start-up pharmaceutical and biotech companies (approximately 25). In addition, the audits included challenges to the definition of intangibles, groupings, valuations, buy-ins, territories and anticipated benefit. Also, he has been a speaker on the proposed regulations for CSAs.

One major project involved reversing another law firm’s incorrect allocation of International profit. The result of the work was to reverse the direction of the revenue flow resulting in a reduction of tax of over $300 million. In addition, by re-examination of the underlying license agreement, reversed the ownership of the second generation of the pharmaceutical resulting in over $500 million in tax savings. Both were sustained upon audit by the IRS.

Representative matters:

• Boerhinger Ingelheim Pharmaceuticals v. Franchise Tax Board( California)
• Boerhinger Ingelheim Pharmaceuticals, Inc. v. New York State Tax Committee
• Boerhinger Ingelheim Pharmaceuticals v. Roger Tracey (Ohio Supreme Court)
• Boerhinger Ingelheim Pharmaceuticals, Inc. v. Department of Taxation (Washington State)
• Roxane Laboratories v. Roger Tracey (Ohio Supreme Court)
• Roxane Laboratories v. Roger Tracey (Ohio Supreme Court of Appeals)
• Successfully defended a network intangible royalty in excess of 2.5%
• Successfully designed and defended cost sharing agreements upon audit.
• Successfully argued against income tax nexus in Pennsylvania, New Jersey, Iowa, Massachusetts, Minnesota and Philadelphia.
• Obtained Connecticut tax rulings on the sales/use tax exemption for compliance with FDA primate regulations.
• Successfully argued at the California Franchise Tax Board that an affiliate with no independent nexus to California cannot be forced into a water's edge group.
• Successfully obtained sales/use tax legislation in Connecticut, North Carolina, South Carolina, California, Virginia, Tennessee, Wisconsin, and Virginia (some as the leader of industry coalitions).
• Successfully reorganized transfer pricing of a group and upheld on audit of tax savings in excess of $300 million dollars.

Admissions

• Connecticut
• District of Columbia
• Massachusetts
• New York
• United States Supreme Court
• United States Tax Court
• United States District Court for the Southern District of New York
• United States District Court for the Eastern District of New York
• United States District Court for the District of Columbia
• United States District Court for the District of Massachusetts
• United States District Court for the District of Connecticut
• United States Court of Appeals for the Second Circuit

Memberships

• American Bar Association
• Tax Executive Institute, former member of International Committee and State Tax Committee, and former chairman of Possessions Corporation Committee
• International Tax Forum
• American Institute of Certified Public Accountants

Publications

• Co-author, "Incorporating US Transfer Pricing Into the Corporate Budget Process," Tax Notes International (May 26, 2003)
• "Using Real Options to Transfer Research Based Intangibles," International Tax Journal (Spring 2003)
• Listed and featured in Fortune Magazine’s Sky Radio “America’s Leading Attorneys” (November 2006)

Seminars

• The Transfer Pricing Tempest: Implications of GSK Mammoth IRS Settlement, panelist, October 24, 2006
• Addressed Tax Executive Institute’s Annual Meeting on Transfer Pricing GSK and Implications of Coltec., October 2006
• Alternatives to Cost Sharing, ATLAS, January 2006
• U.S. Transfer Pricing, INFONEX, Toronto, 2006
• Contesting Transfer Pricing Assessments, CITE, May 2005
• Using Options to Manage Risk of IP Migration, ATLAS, June 2004
• Regularly runs ATLAS Conferences with the IRS, “Tax Topics for the Pharmaceutical and Biotech Industries” and “Handling IRS Audits” 
• IRS Takes Aim at Service Issues in Transfer Pricing