Richard A. Husseini, P.C.

Since joining Golden Flag, Richard has been involved in the following matters:

• Darling Ingredients Inc. v. Smith, (Del. Chancery Ct): secured summary judgment for Darling Ingredients regarding sharing of tax benefits under a stock purchase agreement
• Global financial institution on application of FATCA rules and treaties before US governmental bodies
• Investment company before IRS Exam and Appeals on Section 382
• Private equity portfolio company in BBA audit proceeding before IRS Exam relating to Section 751
• Private equity fund in BBA audit proceeding before IRS Exam on offshore lending as U.S. trade or business
• Large energy company before Exam and Appeals on deductibility of break-up fee payment made under merger agreement
• Energy company before IRS Exam and Appeals relating to Section 179D
• Telecommunications company dispute before IRS Appeals regarding Section 199’s application to computer software
• Manufacturing company before IRS Exam on origin of the claim issue flowing from litigation resolution
• Financial institution before IRS Exam on Section 162(f)
• Large family office before IRS Exam on valuation issues
• Energy company before IRS Appeals on scope of hedging rules applied to AMT activities
• Oil and gas company before IRS Exam and Appeals on scope of at-risk rules
• Energy company before IRS Appeals and federal district court with respect to subchapter K rules, hedging rules, and AMT rules
• HCperf Holdings B.V. v. Oil States International, Inc. et al. (Tex.): represented HCperf Holdings B.V., a Lime Rock portfolio company, in a dispute over a stock purchase agreement for tax refunds generated by net operating losses
• South 32 Chile Copper Holdings Pty Ltd v. Sumitomo Metal Mining et al. (NY): representing South 32 in pending proceeding over allocation of tax liability under sales purchase agreement

Prior to joining Golden Flag, Richard was involved in the following matters:

Tax Controversy/Litigation

• Private Party Tax Disputes:
  • Oil field services company in tax sharing agreement arbitration dispute with former subsidiary before arbitration panel
  • Federal/state tax arbitration-victory for a corporate taxpayer in a dispute with a nonprofit entity before a three-judge arbitration panel of former Texas Supreme Court justices

• Federal Cases:
  • Energy company on competent authority and MAP negotiations
  • Energy company on transfer pricing audit relating to intellectual property
  • Telecommunications company on competent authority and MAP negotiations
  • E&P company-case before IRS Appeals on application of straddle and interest capitalization rules
  • Energy company before IRS Appeals on cash and carry partnerships, scope of disguised sale exceptions and AMT issues
  • Energy company before IRS Appeals on scope of section 199
  • Energy company before IRS Appeals on accounting method issues
  • Energy company credit before IRS Appeals on research and development credits
  • Consumer products company before IRS Appeals on application of sections 331/332 and doctrines of economic substance and step transaction
  • E&P company-resolution of interest allocation issue for foreign tax credit purposes
  • Manufacturing company in post-Appeals mediation on scope of section 172(f), including post-Appeals mediation
  • Utility company before IRS Appeals on financial products issues under the straddle and interest capitalization rules
  • Energy company-case before IRS Appeals on application of international financing and treaty rules
  • Energy company-resolution of foreign tax creditability issue
  • High-net-worth-individual investors-case before IRS Appeals on investments in leveraged drilling partnerships
  • Telecommunications company in fast track mediation proceeding on financial products issues
  • Receivership-handled federal tax issues related to receivership proceeding
  • International services company-handled grantor trust issues
  • Educational company-refund lawsuit involving application of Section 1033 before US Court of Federal Claims
  • Houston Industries-Courts ruled that fuel cost over recoveries did not constitute income (Houston Industries, Inc. v. United States, 125 F.3d 1442 (Fed. Cir. 1997), aff’g, 32 Fed. Cl. 202 (1994))
  • Pennzoil Company-settlement of Pennzoil’s tax liability before the IRS related to the status under Section 1033 of the settlement proceeds from the $3 billion judgement from the Pennzoil/Texaco litigation
  • The Winn-Dixie family-first case that recognized the “unrealized capital gains discount” when valuing stock in a C corporation (Estate of Davis v. Commissioner, 110 T.C. 530 (1998))
  • Major industrial company-action before the U.S. Tax Court relating to LIFO inventory issues
  • IRS Post-Appeals Mediation-settlement for a large corporate conglomerate involving application of Section 1033
  • Federal/state tax arbitration-victory for a for-profit corporate taxpayer in a dispute with a nonprofit entity before a three-judge arbitration panel

• State and Local Cases:
  • D.D.I.-case before the North Dakota Supreme Court in which the court was persuaded to declare the state’s dividend received deduction provision unconstitutional under the Commerce Clause (D.D.I. v. State, 657 N.W.2d 228 (2003))
  • Pennzoil Company-settlement of Pennzoil’s tax liability before the Texas state courts related to $3 billion judgment from the Pennzoil/Texaco litigation
  • Federal/state tax arbitration-victory for a for-profit corporate taxpayer in a dispute with a nonprofit entity before a three-judge arbitration panel of former Texas Supreme Court justices
  • HL&P- case in district court in Texas relating to gross receipts tax in franchise arrangements
  • CenterPoint Energy-rate case proceeding before the Texas PUC; handled issues related to FIN 48, Medicare Part D and consolidated tax savings issues
  • CenterPoint Energy-true-up proceeding before the Texas PUC to determine the amount of stranded costs, and whether accumulated deferred income taxes, accumulated investment tax credits and excess deferred income taxes should reduce stranded cost recovery
  • Tax abatements for local real estate developer for hotel and entertainment project before Texas governmental bodies

Transactional Tax

• Halliburton Company-$35 billion acquisition of Baker Hughes Incorporated (terminated)
• Chesapeake Energy Corporation-$4 billion acquisition of Wild Horse Resource Development Corporation
• Chesapeake Energy Corporation-Spin-off of Seventy Seven Energy, Inc
• Mariner Energy, Inc.-merger with Apache Corporation; reverse Morris trust spin/merge transaction with Forest Oil Corporation’s Gulf of Mexico operations
• CenterPoint Energy/Reliant Energy-representation of CenterPoint/Reliant Energy in its NorAm acquisition and initial public offering and spin-off of Reliant Resources
• CenterPoint Energy, Inc.-$2.15 billion sale of its Arkansas and Oklahoma natural gas distribution businesses to Summit Utilities, Inc.
• CenterPoint Energy, Inc.-$1.4 billion equity investment
• CenterPoint Energy, Inc.-representation of CenterPoint as the majority unitholder of Enable Midstream Partners, LP in Enable’s merger with, and sale to, Energy Transfer LP valued at $7.2 billion
• Structuring projects for non-profits involving various types of section 501(c) organizations along with for-profit subsidiaries

Baker Botts L.L.P.

• Partner
• Member, Executive Committee
• Department Chair, Tax (firmwide & Houston)
• Section Chair, Income Tax (firmwide)
• Practice Group Chair, Tax Litigation (firmwide)