Edward L. Froelich

Edward Froelich is Of Counsel at Morrison Foerster. He represents clients in audit and litigation on all Federal tax issues. He is a former trial attorney of the Department of Justice Tax Division where he litigated numerous cases, including complex corporate refund cases. He represented the Government in the closely-watched Lockheed Martin case in which the Government prevailed in the U.S. Court of Federal Claims in a published decision on a $65 million research tax credit issue. In private practice he continues to litigate cases and represents clients in administrative controversies at both the audit and appeals level before the IRS. His litigation experience has been crucial to securing favorable resolutions of matters with the IRS Appeals Office and in the field. His representation is varied and includes large public companies, privately-held companies, partnerships, trusts, and individuals. Many of his clients are in the financial, technology, and real estate industries. He has successfully dealt with a variety of issues including international tax, transfer pricing, income tax accounting, research credit, and accounting method issues. He also regularly defends clients against a variety of civil tax penalties including delinquency and accuracy-related penalties and advises on privilege and work product questions. He also advises on related procedural issues including obligation to file information returns such as those relating to employment taxes or to payment card transactions.

Illustrative representations:

  • Advised on foreign asset disclosure obligations for U.S. members of Swiss verein.
  • Litigation and mediation efforts in a major bankruptcy matter involving complex financial products and income tax accounting issues.
  • Assisted major service provider in preparation of protest of $300M transfer pricing adjustment and obtained Appeals concession.
  • Settled on favorable terms for a banking client a dispute involving what the IRS characterized as a double-deduction transaction under Section 351, and for a major service provider in a dispute involving a contested liability trust where IRS Appeals recognized a significant litigation risk relating to the economic performance rules.
  • Advised clients on foreign bank account reporting issues both at a corporate and individual level and represented numerous clients in the OVDP and Streamlined Compliance programs.
  • Advised public company regarding foreign tax credit redetermination events under Section 905(c), with respect to the United Kingdom and Canadian tax treaties.
  • Advised an apparel company regarding exposure to tax and penalties for failure to withhold under Section 1442 on payments of license fees to a European licensor.
  • Represent two insurance companies in the U.S. Court of Federal Claims seeking a refund of over $170M relating to taxes paid on the revocation of an election under Section 953(d) (allowing for domestic status of a foreign insurance company), with the potential result of deemed Section 367 transfers of assets and tax on built-in gain.
  • Advises clients in connection with compliance issues including those involving the scope and application of FATCA and reporting obligations under IRC section 6050W.
  • Mr. Froelich’s practice group is known for its creative and effective approach to controversies. A testament to its effectiveness is the victory in UPS v. Commissioner in the Eleventh Circuit, where a team of our tax, civil and appellate litigators persuaded the appellate court to reverse the Tax Court on a question of economic substance. This victory is a singular distinction for the practice group because the IRS has since won other appeals in cases where economic substance was the major issue.

Mr. Froelich is a Fellow of the American College of Tax Counsel, which is a nonprofit professional association of tax lawyers in private practice, recognized for their excellence in tax practice and for their substantial contributions and commitment to the profession. Mr. Froelich is also the author of the United States Chapter of The Tax Disputes and Litigation Review, published by Law Business Research and is a co-author of BNA’s The Section 7525 Tax Practitioner-Taxpayer Privilege and Related Issues (Portfolio 5511).

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