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Mark Silverman Mark Silverman has a simple formula for success: “Work harder than everyone else,” he says. “Work is not the No. 1 priority, it’s the only priority.” This kind of dedication has won Silverman the loyalty of clients such as the Walt Disney Co., HSBC North America, Fisher Scientific International Inc., and Henkel KGaA, which turn to him for help with tax planning and transactional matters. “He provides superb client service,” says Anne Buettner, senior vice president for corporate tax at Disney. “He’ll work through the holidays, overnight. He’s always there when you need him.” Buettner praises Silverman’s thoroughness, confidence, and “incomparable expertise in the Sub C area of the code.” The head of Steptoe & Johnson’s 35-lawyer tax practice, Silverman, 60, is known for his work on corporate spinoffs. Under Section 355 of the Internal Revenue Code, a corporation may distribute stock of a subsidiary to its shareholders tax-free. In one recent transaction, Silverman and co-counsel from Cravath, Swaine & Moore represented Ashland Inc. in a deal with the Marathon Oil Corp. valued at almost $4 billion. Under the terms of the deal, which closed on June 30, Marathon acquired Ashland’s 38 percent interest in Marathon Ashland Petroleum, plus two other businesses. Silverman secured guidance from the Internal Revenue Service on the tax treatment of the transaction: The two companies shared tax liability, but the deal was tax-free for Ashland shareholders. In another recent corporate spinoff, Silverman represented German conglomerate Henkel, which owned 29 percent of the Clorox Co. In 2003, Henkel bought the Dial Corp., a Clorox competitor. The following year, at Clorox’s urging, Henkel transferred its Clorox stake back to the company in a $2.1 billion tax-free exchange. “From a business perspective, it worked out well for both companies,” says Silverman. For years, the banking and financial services giant HSBC has turned to Silverman for help with tax matters related to acquisitions, dispositions, and restructurings. “He is able to blend his extensive knowledge of tax law, including history and policy perspectives, with practical implications and context, to provide sound guidance and workable solutions,” writes Lynne Brzezenski, tax counsel and director of research and planning for HSBC, via e-mail. “Mark provides exceptional client focus and clarity on tax matters, especially where the tax law lines have not been clearly drawn.” Silverman’s interest in taxes started early. His father was an accountant, and Silverman recalls helping him prepare tax returns as a boy. He thought about becoming an accountant himself, but ultimately opted for the law, graduating from Suffolk University Law School in 1970. He also earned an LL.M. in tax from the New York University School of Law in 1971. From 1971 to 1973, Silverman clerked for Judge Samuel Sterrett of the U.S. Tax Court. Then he joined D.C.’s Steptoe & Johnson, where he made partner in 1979. Notable colleagues include Arthur Bailey, Suzanne Ross McDowell, and Philip West. Silverman’s first big client was the Hillman Co., a privately held venture capital and investment firm based in Pittsburgh. In the 1980s, Silverman recalls, he did “transaction after transaction after transaction” for the company � leveraged buyouts, acquisitions, and equity investments. “It was round the clock,” he says. Another privately owned client is Koch Industries Inc. Silverman handled the tax issues when a subsidiary acquired E.I. du Pont de Nemours & Co.’s Invista textile-fibers business in 2004 for $4.2 billion. Aside from deal work, Silverman also assists large companies with audits. “There are issues that come out of transactions,” he explains. “I know the deal, so I can do the audit work.” He has done a “significant amount” of work related to tax shelter audits, representing promoters and investors in settlement negotiations with the IRS. And he has helped resolve tax policy issues with Congress and the Treasury Department. Besides hard work, Silverman stresses the value of “a collegial team effort.” He says, “I consider myself fortunate to work with an exceptional group of lawyers.”

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