JoAnne Mulder Nagjee

Partner Tax Disputes

Chicago

JoAnne Mulder Nagjee

Practices

Overview

As a partner in Golden Flag’s Chicago office, JoAnne Mulder Nagjee represents a range of clients—including private equity firms, large corporations, and high-net-worth individuals—in Federal, state, and local tax controversies. JoAnne has extensive experience at all stages of the administrative process, from audit through administrative appeal and post-appeals mediation, and in tax litigation in Federal and state courts. JoAnne’s representations frequently involve highly complex areas of the tax law and/or sophisticated transaction structures, and she is adept at making these challenging concepts comprehensible and digestible for decision-makers at every level.

JoAnne also regularly advises clients on the tax aspects of litigation settlements and judgments, including on issues under Section 162(f).

JoAnne maintains an active pro bono practice, including helping immigrant victims of violent crimes obtain temporary legal status, work eligibility, and a path to permanent residency.

Representative Controversy Matters

  • Successful resolutions and current representations of private equity and hedge fund clients in disputes at IRS Appeals regarding a variety of issues, including management fee waivers, portfolio company management fees, and the “limited partner” exception to SECA  
  • Horsehead Corporation v. Department of Revenue, 2019 WL 6199641 (Ill. 2019), aff’g in part and rev’g in part, 112 N.E.3d 646 (Ill. Ct. App. 1st Div. 2018)
  • General Motors Corporation et al. v. United States, No. 2:07-cv-14464 (E.D. Mich. filed Oct. 19, 2007) (dismissed after settlement Apr. 17, 2013)
  • Full concessions from IRS counsel in two U.S. Tax Court cases prior to trial, one involving an individual income tax assessment and the other a partnership request for adjustment
  • Favorable, pre-trial settlement in U.S. Tax Court case regarding application of the “disguised sale” rules to a sale of partnership interests
  • Favorable settlement at IRS Appeals of a merger termination fee deductibility dispute previously closed by mutual concession (successfully persuaded IRS Appeals to reopen the matter based on legal developments occurring subsequent to the prior settlement)
  • Represented multiple corporations with respect to third-party discovery disputes in litigation regarding the sourcing of sales for Illinois retailers’ occupation tax purposes
  • Successful resolution of a multiple-year use tax controversy involving a major U.S. airline
  • Favorable resolution of numerous disputes at IRS Appeals involving various tax issues, including the deductibility of merger termination fees and loss utilization by a life-nonlife consolidated group
  • Obtained retroactive relief for a late-filed election to carry back a more than $1 billion NOL

Representative Transactional Matters

  • SunEdison, Inc.’s IPO of its semiconductor business
  • Exelon Corporation’s $6.8 billion acquisition of Pepco Holdings Inc.
  • Constellation Energy Group Inc.’s $7.9 billion merger with Exelon Corporation
  • Constellation Energy Group Inc.’s $4.5 billion sale of half its nuclear assets to EDF, S.A.

More

Thought Leadership

Publications and Speeches

Martin D. Ginsburg & Jack S. Levin, Mergers, Acquisitions & Buyouts (updated semi-annually) (contributor)

“Tax Issues and Planning Opportunities with Settlements and Damages Awards,” Chicago Bar Foundation, presentation to legal aid organizations (2023)

“New Tax Rules Will Affect PE Funds, Partnership M&A,” Law360 (11/17/2015)

“Jackpot ‘Justice’: Private Litigation as a Tax Enforcement Tool in Illinois,” Taxpayers’ Federation of Illinois, 15th Annual Illinois State & Local Tax Conference (2014)

Credentials

Admissions & Qualifications

  • 2009Illinois

Education

  • University of Pennsylvania Carey Law SchoolJ.D.summa cum laude2007

    Order of the Coif

    Peter McCall Prize for graduating first in class

    Bernard A. Chertcoff Prize for Taxation

    George Shechtman Prize for Contracts

    John M. Maurer Memorial Prize for Criminal Law

    Oscar Milton Davis Prize for the highest grades in the third year

    Senior Editor, Journal of Law and Social Change 

  • Lynchburg CollegeB.A., Sociologysumma cum laude2001
    Highest Honors in Sociology