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.

He is also a member of our legal cannabis industry group. Our Cannabis Industry group is a multidisciplinary team of lawyers providing clients with regulatory, litigation, intellectual property, trade and tax services with respect to their investments and participation in the cannabis industry, all subject to the Firm’s obligations under federal and state laws and bar licensure rules.

Advises US and non-US multinationals on corporate and international tax matters

Counsels on domestic and cross-border acquisitions, dispositions, restructurings, and liquidations

Guides publicly traded and privately held companies on spin-offs Represents clients in obtaining private letter rulings and other IRS guidance

Julie Miraglia Kwon advises wealthy individuals, families, closely held businesses, charities and corporate fiduciaries on all aspects of estate, gift and generation-skipping transfer tax planning, trust and estate administration, business succession, charitable planning and governance, and contested trust and tax matters.

Julie formerly was the Philanthropic Advisor for Stanford University, where she collaborated with the Office of General Counsel and Stanford Management Company regarding endowment and charitable trust investment, complex gifts and bequests, and contested matters. Previously, she also was a national director with Bernstein Global Wealth Management, where she developed quantitative research regarding the effect of investment volatility on wealth transfer, and was the fiduciary counsel and Legacy Planner for the Midwest Region for Bessemer Trust Company. Julie is a former member of the board of directors of the Silicon Valley Community Foundation, the largest in the country.

Julie co-authors the tax treatise, Generation-Skipping Transfer Tax (by Harrington, Plaine, Zaritsky & Kwon, for Warren Gorham & Lamont), and the Tax Management Portfolio titled Generation-Skipping Transfer Tax (by Harrington & Kwon, for Bureau of National Affairs). Julie speaks frequently before and writes regularly for professional publications and organizations, including the Wall Street Journal, Forbes, Dow Jones, Journal of Taxation, Trusts & Estates, the Heckerling Institute on Estate Planning, the Internal Revenue Service, the American Bar Association, the American Law Institute and numerous regional organizations.

While in law school, Julie was executive editor of the Yale Journal of Law & the Humanities.

Jiayan Chen is an industry leader on matters relating to health data, technology and research. She represents clients on regulatory and compliance matters, commercial transactions, and investments and acquisitions that require deep knowledge of privacy, data strategies, artificial intelligence (AI) and other healthcare technologies, or research compliance. Clients turn to Jiayan for her practical, industry-informed guidance as they seek to develop, improve, deploy, or acquire solutions or businesses that harness the power of data or technology. Jiayan has extensive experience advising on investments and acquisitions in the life sciences sector, particularly with respect to businesses that conduct clinical research or offer solutions designed to accelerate research or research recruitment. Her practice includes working with patient safety organizations (PSOs) on listing applications, compliance, and strategies for appropriately creating and sharing patient safety work product.

Jiayan’s subject matter and industry insights come from advising a broad range of clients, including AI and other healthcare technology companies; data companies; hospitals and health systems; academic medical centers; genetics companies; digital health companies; PSOs; drug, device, and biotech companies; private equity funds; and platform companies.

Jiayan regularly counsels clients on data privacy requirements under US federal and state privacy law, including the Health Insurance Portability and Accountability Act (HIPAA) and various state genetic, health information, and consumer privacy laws. She works with clients on mapping and implementing data use and sharing strategies with appropriate data governance and programmatic safeguards. Well before the proliferation of generative AI, Jiayan was working with AI developers and deployers on compliance with privacy and research laws, efforts to leverage data to train and validate AI tools, and transactions involving the licensing of AI tools and AI-enabled platforms. These days, Jiayan also guides clients in developing AI governance and advises on proposed regulatory and legislative changes impacting AI.

Jiayan represents clients on a wide array of matters related to biomedical research, including negotiating the full range of agreements impacting research, building research compliance infrastructure, preparing protocols and informed consent and authorizations, and conducting transactions involving research site networks, providers of research solutions and other stakeholders in the biomedical research space. Jiayan’s regulatory practice includes counseling clients on state and federal “sunshine” and gift ban laws. She analyzes proposed arrangements and corporate organizational structures to identify and inform reporting obligations, and helps clients develop compliance mechanisms for managing their reporting obligations.