David Stewart 0:02

Welcome to the podcast. I'm David Stewart, editor in chief of Tax Notes Today International. A quick note before we begin. As many of you are these days, the Tax Notes Talk team is doing its work remotely. And while we're doing what we can to bring you the best quality sound, sometimes, as happened this week, it's not quite to our normal standard. But it's still a great interview. Thank you for your patience, and we hope you're staying healthy out there. And with that, this week: tax break. Loren Ponds is no stranger to change and challenge. Her tax career charts from Georgetown to Germany, back to Washington D.C., where she's now a member at the firm Miller and Chevalier. Here to talk more about Loren and her unique career is Tax Notes contributing editor Nana Ama Sarfo. Ama, welcome back to the podcast.

Nana Ama Sarfo 1:44

Hi, Dave. Thanks for having me back.

David Stewart 1:46

Could you tell us a bit about Loren and what you both talked about?

Nana Ama Sarfo 1:50

So, Loren is an international tax attorney who currently is a member at Miller and Chevalier, as you said, and her career is really inspirational because she hasn't been afraid to take risks and bet on herself, even in moments when people doubted her. And that approach has led her to do some really interesting and prestigious things. Amongst them, she helped write tax reform. She was majority tax counsel for the House Ways and Means Committee, and she helped draft the international provisions of the Tax Cuts and Jobs Act. So, we talked about her career journey, the importance of being open to non-traditional opportunities. We also talked about mentorship and sponsorship and her advice for young tax lawyers. And luckily, she also shared with me what it was like to write tax reform. And she also talks about some of the international tax issues she is watching.

David Stewart 2:40

Great. The following interview is part of a crossover episode with Miller & Chevalier's podcast tax break, where Loren is a host. Let's go to that interview.

Nana Ama Sarfo 2:49

Thanks for joining us on the podcast today, Loren.

Loren Ponds 2:52

Hi. Thanks for having me. Glad to be here.

Nana Ama Sarfo 2:55

Now, we recently profiled you in Tax Notes. And one of the things that I love about your story is that you very much followed your own path in a profession, tax law, that can be pretty rote. The idea is that after you graduate law school or graduate from the tax LLM program, you're supposed to go to a law firm or accounting firm. You're supposed to go into the government. But you said, "Nope, I'm not ready for that just yet. I'm going to go in a different direction." So, can you tell us a little bit about your career journey? Why you decided to focus on tax after law school and the very different roles that you've held as a tax lawyer ?

Loren Ponds 3:35

Sure. So, I chose tax because I liked it. I found it challenging. I liked kind of a code-based approach to problem solving. I liked that there was generally an answer, but there was a lot of creativity. There is a lot of creativity in tax. And so, that really appealed to me. I had really no idea what I was going to do when I came to law school. I thought maybe international trade. I was a French major in undergrad, so something with some kind of international component was attractive. And then I took federal personal income tax and really found my passion and kept on with tax courses throughout law school. And I ended up actually getting an LLM three years after I graduated. So, that was my kind of beginning of my interest in tax. I think when I was looking at career paths, some of it was out of necessity. So, I graduated from law school right after 9/11 and so, the job market was a little shaky and things kind of weren't going to plan. The IRS's chief counsel's office honors program had been kind of suspended for the year that I was coming out and so I had to be a little bit more creative. So, I ended up clerking for a year here in Washington, D.C. And then I went to the Eleventh Circuit and was a staff attorney. And then came back to begin my LLM program. So, the experience that I got at the beginning was certainly valuable and useful. It wasn't tax focused. But they were both great opportunities and really helped me develop essential skills as a lawyer. Particularly with regard to writing, which is what we did most of the time — all of the time — at the staff attorney's office. That was my job. So, both were very, very important to foundational development. So, I went back and got my LLM. And then I was graduating, and I kind of had been kicking around the idea of being a professor, becoming a law professor. I needed to write a paper and explore some policy ideas. What can I do where I can earn a living doing that and further my goals and perhaps pursuing a path down academia? And so, I started looking at fellowships. So, I went abroad and worked abroad to Germany. I worked at the University of Hamburg, where I worked on my papers that I planned to shop. But then, you know, in the course of that two-year process really decided that law professor was not the path that I wanted to take right then. I think tax is it's special and it helps to have practice. At least for me, I wanted to get some on the ground experience first. Even though I liked policy issues and discussing policy, I wanted to really delve into the practicalities of actually solving problems for taxpayers. And so, as part of the time that I was at Hamburg, I was invited to go to the OECD for a few months as a trainee. That was great. That was wonderful and really was kind of a unique experience in that a lot of people don't get to do that, especially not that early in their career. I was pretty young, but it was wonderful. And so I ended up leaving, my fellowship ended, left Hamburg and came back. Started working for Ernst and Young's national tax office here in D.C. And stayed there for eight years and really wasn't looking to leave. And someone suggested that I apply to work at Ways and Means as a tax counsel. This was in the spring of 2017. So, the talk around tax reform was heating up and I thought, "Oh, this is a total long shot. I'll apply and see what happens." And the committee ended up hiring me. So, that was wonderful. Another wonderful experience. And I did that for not that long: a year and a half. I joined in April of 2017 and left the end of September of 2018 and joined Miller. That's where I am today. So, that's kind of a condensed version of, you know, the last — I'm not going to say how many years. The time has flown. It doesn't feel like it's been that long.

Nana Ama Sarfo 7:48

Well, that's really wonderful. I mean, you've packed so many experiences into your career. And I know that you had mentioned in the article that a few important things about mentorship and sponsorship. And first is that mentors don't have to be in your life for a long time. And the second thing is that small little pushes along the way in the right direction from people that know well, or even from acquaintances, can be really important and get you to where you need to be. So, for younger professionals who are building their professional lives and professional relationships, what recommendations do you have for them for finding or attracting these kinds of microsponsors or micromentors?

Loren Ponds 8:31

I think, you know, I have been extremely fortunate in that I've had some great people along the way who have helped me, as you said, for a long time or for a little while. And I think everyone has those people in their career. What I would tell young people is that there's — what I look for in people who are attractive and that they show promise and talent and I want to them and help nurture them and feed them as they go through their career either long term or short term. I look for the things that make a successful lawyer. You know, it's not necessarily your credentials or your GPA, but it's what are you doing with the degree that you've earned? So hard worker, perseverance. In tax, especially, learning the fundamentals, the mechanics, the basics that make you a good lawyer, a good tax lawyer, writing, communication. So those things are hard to kind of quantify. And it's hard to say what you can do to get better at it other than keep working and keep trying to become better. I do think that it's daunting when you're starting out, you're thinking about all the things you want to do, and the career path you would like to take. But sometimes I think there's a lot of value — a lot of the times there's a lot of value in just being where you are. You know, they say grow where you're planted. And so, it may not be where you thought you would end up or where you would like to end up. And it's not. You know, most people do not keep the same job for their entire career. So, look at every opportunity as an opportunity for growth and to get better. And I think you will attract the kind of mentors you would like to have when you're doing that.

Nana Ama Sarfo 10:17

I love that you brought up that idea of unexpected journeys because one consistent thread in your career is that people have tapped you for important jobs that you weren't necessarily seeking. For example, shortly after you joined EY, you were selected to become the global transfer pricing operations manager. And then when lawmakers decided to pursue tax reform, an acquaintance thought that you would be a valuable addition to the process and, you know, that's how you wound up on Capitol Hill. So, what skills have you sought to acquire and perfect over the years that you think made you attractive for those kinds of roles?

Loren Ponds 10:56

I think, you know, what I did was similar to what I described before with regard to attracting mentors. I really do think that the best thing that do is try to be very good at what we're doing currently, you know? And so, these opportunities came to me, I would hope, because I attracted the attention of people with whom I work. And so, you know, I have to say that going to Düsseldorf as the transfer pricing operations manager was a little bit of preparation meets small amount of lobbying on my part. When I joined EY, I knew that there was a decent chance that I could go abroad again. So, you know, I did not hesitate to make it known that I was willing and able to go abroad again with EY. So, that was a little bit of, you know, it was fortuitous in that it happened and I didn't think it was going to happen two years into working with the firm, but it did. And so I went. But I do like to think that, you know — and this is what I try to do in my career and have always tried to do — is just do the job that I had very well. And then, you know, that has led to other jobs. But it's hard to say, you know, everyone has goals and priorities. And so, you have to keep those in mind. But it's also important not to get so caught up on the future that you're not handling the present. So do the job that you have. Do it well. And things will, things will come to you.

Nana Ama Sarfo 12:20

I love that. Now moving on to the Tax Cuts and Jobs Act, you helped draft the international provisions. Can you walk us through some of the high level goals and objectives that you and the team had in mind when you were starting to write the tax reform package?

Loren Ponds 13:32

Sure. So, you know, the overarching theme in the international space, moving to territorial regime from worldwide taxation, which is what we had pre-2017. And, you know, lowering the corporate tax rate and as a corollary to transition to a more territorial system. We also had to be thinking about some anti-base erosion measures. So, tools in place to prevent businesses being able to take complete advantage of territoriality such that they earned all of their income abroad where they would not be sending to U.S. tax. The purest form of territoriality. Some will say what we ended up with is a hybrid version of territoriality. So, those were the, the big things that we were focused on. Before tax reform, there was a complaint that U.S. multinationals were not nearly as competitive as their counterparts abroad because not only our high domestic corporate tax rate, but also the fact that they were subject to worldwide taxation. So, taxation at home, as well as subpart F income that they generated overseas. And their foreign counterparts are not subject to the same rules. So, they had territoriality in their resident jurisdictions and would pay tax in the U.S., but that was it. So those were the big policy drivers.

Nana Ama Sarfo 14:58

Now, what were some challenges that you and the rest of the team faced when you were drafting the TCJA and that you had to overcome in the drafting process?

Loren Ponds 15:06

I think it's difficult to kind of overlay this regime with what was already existing in the code. Things that weren't repealed, so that was a constant concern when we were going through. And of course, it's imperative that during a process, when we have this, you have feedback. And so, a lot of the conversations were making sure things worked and also evaluating feedback that we got. So, once the draft was released in committee, H.R. 1, we started getting immediate feedback from taxpayers. And so, processing that in real time was quite a challenge. But it was totally worth it. It's a part of the process. It's something you can't ignore, but it is challenging.

Nana Ama Sarfo 15:52

I can imagine. So, when you look back at that period overall, what was most memorable for you ?

Loren Ponds 15:59

What was most memorable? What I loved was how collaborative the process was. My own tax writing group within Ways and Means, we were very collaborative. We had a great working relationship as tax counsel and tax advisers. But we also did a lot of work with Senate Finance, with Joint Committee, with folks at Treasury. And it was really a great experience for me because you're sitting around, you know, you're thinking of policy tax policy and implementing tax policy. And you're in the room with people who love tax as much as you do, who are extremely bright and it's your every day. So, it is a complete luxury. And then working with House legislative counsel to actually draft what we were thinking, take specs and turn them into the language. It's an amazing thing to see. They're extremely talented people. So, it was just a luxury to be able to do this kind of work with the people I was doing it with and end up with a product. I think whenever you do some kind of major legislation, there are always things you could have done better or differently. But hindsight is 20/20. And in the process, it was really wonderful. I miss it.

Nana Ama Sarfo 17:20

I can imagine. And I mean, definitely kudos to all of you for taking such a herculean task and getting us the new regime.

Loren Ponds 17:29

It was a lot. It was a lot. But I mean, we have to also give due respect to efforts that were made before we ever got there. So, there were drafts that were in existence. There were proposals and various administrations' green books talking about the minimum tax and anti-base erosion measures and things like that. And so, I have said before and I will continue to say, that any kind of tax reform is a process. And so, it will keep changing, keep evolving. And we've benefited from the work of many who came before us.

Nana Ama Sarfo 18:00

So, now that you're on the other side, what international tax developments have you been most excited about lately ?

Loren Ponds 18:07

I'm excited to see what comes next. We have a new administration coming in in January. On the campaign trail President-elect Biden had some very discreet ideas about things he wanted to change, especially in the international space. I'm curious to see what can be effectuated, whether it's going to be through legislation or regulatory and administrative action. Change will keep coming. And so, it'll be good to see.

18:34

I'm also excited to see what happens with the OECD's digital project. Will we actually have some kind of inclusive framework consensus by July of 2021? Whether there's going to be a phased implementation? You know , pillar 2 still has some major work in terms of defining the scope and the contours. So, I'm excited to see where that work goes. And then, what implications it will have for domestic tax policy . What does that mean for the U.S.? Will we have to change things? If things go as planned, yes. So, that's long range. There's plenty happening.

Nana Ama Sarfo 19:12

Absolutely. I think 2021 could potentially be a pretty big year. Now, moving away from that, the past few months have been pretty challenging for the legal profession due to COVID-19 and economic lockdowns. And this time has also been particularly challenging for young lawyers who are trying to plan their path in the profession. So, I'm interested in hearing what advice you can share for new lawyers and soon-to-be graduates who are facing uncertainty in the market.

Loren Ponds 19:44

I think it's important to 1) not buy into kind of disastrous thinking. You will be OK, and to remember where you started and not necessarily where you will end up. Focus on gathering experience. It's going to help you become a very good lawyer. So, you know, anything that can help you strengthen your writing skills, oral advocacy. They're all valuable experiences. It's a little bit more difficult and maybe things aren't as traditional as people might've anticipated with regard to recruiting and that sort of thing. But there are jobs to be had. And I don't think the legal market on the whole is doing as badly as some might have anticipated back in March. And so, there are opportunities out there. But it might take a little bit more creativity and perseverance. But, they will be able to start. They'll be able to get a good start and good footing and move on from there.

Nana Ama Sarfo 20:40

Really, really great advice. So , we know creativity, perseverance, and patience. Now to close, can you tell us when you take a step back and look at all that you have done and you've accomplished, what would you say has been the most rewarding part of your career?

Loren Ponds 20:58

Oh, I don't know if there's any one part. I really like the path that I've taken. So, 1) I'm nowhere near retirement, so it's not over. But 2) I like the way that it looks, you know, when I look back, I take a step back in my career as a whole. I like that I didn't do everything the way that everyone else did it. And it hasn't hurt me. So take some risks and do what works. Everybody has different appetite for risk, but I do think it pays off to think differently.

Nana Ama Sarfo 21:32

Really, really wonderful advice, Loren. And it's a pleasure to speak with you as always. Thank you so much for sharing your journey with us and for being so generous with your advice. Hopefully we will talk with you soon.

Loren Ponds 21:44

Oh, absolutely. Thank you for having me.

David Stewart 21:47

And a programming note: This interview is also being posted to the tax break podcast. You can find Miller and Chevalier's tax break wherever you download podcasts. And now,

Coming Attractions with Faye McCray

David Stewart 21:57

coming attractions. Each week we highlight new and interesting commentary in our magazines. Joining me now from her home is Acquisitions and Engagement Editor in Chief Faye McCray. Faye, what will you have for us?

Faye McCray 22:07

Thank you, Dave. We're going to take a break from the usual this episode to discuss writing for Tax Notes. We've received quite a few inquiries about how to publish in our pages, so we'll be sharing some insider tips on how to join the ranks of our esteemed authors here at Tax Notes. Each week, we'll feature an interview with the top commentary editors of Tax Notes Federal, State, and International. This week, I chatted with Tax Notes Federal Editor in Chief Ariel Greenblum Ariel, why don't you tell us what led you to join Tax Analysts and a little about your journey to editor in chief?

Ariel Greenblum 22:41

I came to Tax Notes through a former reporter here, the esteemed Amy Elliot. And I met her a couple of times and she seemed like a nice enough human being. So, I thought maybe I could join her ranks, and I've been here about eight years now. I started on the Tax Notes Today Federal side and when I started a family came on over to Tax Notes Federal. That was going to be a little bit better of a schedule for me.

Faye McCray 23:12

Thank you so much for that. As you know, our mission at TA is to shed light on tax policy and administration through aggressive, unbiased reporting and informed commentary from leaders in the tax field. In your opinion, what do you see as our responsibility or role in the tax community?

Ariel Greenblum 23:30

I see as our role in the tax community explaining really complicated laws. And not just explaining them on a surface-y kind of level, but really providing context, providing history, providing implications. Like what does something mean for capital gains? What does it mean for your company's debt or your personal debt? That's my favorite part of the job. When I read an article that doesn't just point to a code section or a regulation. Anybody can do that. But our favorite articles are when they tell implications, they give examples.

Faye McCray 24:10

Absolutely. I could not agree more. Now, there are so many places that you can publish. Why Tax Notes? Why here? Why now ?

Ariel Greenblum 24:19

We are the number one place for publishing commentary analysis on a weekly basis when it comes to tax law. And we have quite the readership. All the big law firms,, all the big accounting firms. Many, many Fortune 500 companies, Fortune 100 companies subscribe to us, and our reach is only growing. I mean, we have a podcast. We have a great social media presence. We're a relatively small company, but we're mighty and we're quick on our feet. And we will work with authors to get their pieces seen to the maximum number of eyes. And you just don't get that kind of individual attention from other publications.

Faye McCray 25:08

Thank you so much, Ariel. You can learn more about writing for Tax Notes by visiting taxnotes.com/acquisitions. And be sure to subscribe to our YouTube channel Tax Analysts for more in-depth discussions on what's new and noteworthy in our magazines. Again, that's Tax Analysts with an S. Back to you, Dave.

Loren Ponds 25:28

That's it for this week. You can follow me online @TaxStew, that's S-T-E-W. And be sure to follow @TaxNotes for all things tax. If you have any comments, questions, or suggestions for a future episode, you can email us at podcast@taxanalysts .org . And as always, if you like what we're doing here, please leave a rating or review wherever you download this podcast. We'll be back next week with another episode of Tax Notes Talk .