Division Counsel (Large & Midsize Business)

The Large and Mid-Size Business legal function is headed by the Division Counsel (LMSB) who reports to, and who is supervised by, the Deputy Chief Counsel (Operations). A Deputy Division Counsel (LMSB) reports to, and is supervised by, the Division Counsel (LMSB). The Division Counsel (LMSB), together with his or her Deputy, supervise: five Area Counsel who are responsible for the work in various industry segments in the field (and who, in turn, supervise Associate Area Counsel and five Senior Legal Counsel), as well as an Executive Assistant who provides the budget, administrative and personnel support for the entire Division; Senior Legal Counsels for Pre-filing & Technical Guidance, Research and Planning, Tax Shelters, and International; and staff attorneys and administrative support personnel — all as depicted on the organizational chart in Exhibit 30.3.2-12.

The Division Counsel (LMSB) serves as the principal legal advisor to the LMSB Commissioner. The Division Counsel (LMSB) works closely with the LMSB Commissioner to formulate and execute policies, strategic goals, procedures, operating priorities and programs. The Division Counsel (LMSB) serves as the principal legal advisor to the Commissioner, Internal Revenue Service, other operating divisions, Chief Counsel, Appeals, and other senior Service and Treasury officials on the legal issues confronting LMSB taxpayers. The Division Counsel (LMSB) is responsible for the effective management and oversight of the delivery of legal services by approximately three hundred headquarter and field managers, attorneys, and paralegals located in forty-two posts of duty.

The Division Counsel (LMSB) has primary responsibility for providing legal services in cases involving the taxpayer base served by the LMSB Commissioner. Specifically, the Division Counsel (LMSB) has primary responsibility for providing litigation services and legal advice on matters involving subchapter C corporations, subchapter "S" corporations, and partnerships with assets greater than $10 million.

The Division Counsel (LMSB) performs the following functions with respect to the litigation of tax cases involving LMSB taxpayers:

Represents the Commissioner in the litigation of cases pending in the U.S. Tax Court.

Prepares enforcement, defense, and settlement letters in summons enforcement and refund litigation cases, and leading the coordination of these Department of Justice cases with other Counsel functions.

Makes recommendations of acquiescence and nonacquiescence in adverse decisions in litigation, providing on-going services to Department of Justice and coordinating with Associate Chief Counsels on recommendations to the Chief Counsel and Department of Justice regarding appeals of adverse decisions, rehearing and rehearing en banc, the filing of amicus curiae briefs, petitions for writ of certiorari to the U.S. Supreme Court, and any other appropriate judicial action pertaining to matters under the jurisdiction of LMSB.

The Division Counsel (LMSB) performs the following functions with respect to rendering legal advice, coordination activities, and providing litigation and other support on matters or issues involving LMSB taxpayers:

Provides pre-filing and post-filing legal advice to LMSB examination teams, either in the audit of returns or in the consideration of claims for refund.

Coordinates input from the LMSB Commissioner with the Deputy Chief Counsel (Technical), Associate Chief Counsels and Treasury officials with respect to the need for and the administrability of published guidance, including regulations, notices, revenue rulings, revenue procedures, actions on decision and other items of published guidance.

Coordinates key issues and cases with the Chief Counsel, Deputies Chief Counsel, Associate Chief Counsels, and other members of the Chief Counsel organization.

Oversees the Industry Counsel and International Field Counsel Programs, which are the counterparts to the Industry Technical Advisor and International Technical Advisor Programs in LMSB Pre-Filing and Technical Guidance.

Works in concert with the LMSB Office of Tax Shelter Analysis to identify and address abusive tax avoidance transactions.

Supports the Division Counsel (SB/SE) in bankruptcy matters.

Provides legal advice on Advance Pricing Agreements, Pre-filing Agreements and other closing agreements.

Provides internal and external training on issues.

Conducts public outreach to taxpayer organizations.

The Division Counsel (LMSB) field executive staff is composed of five Area Counsel who report to, and are supervised by, the Division Counsel. Each Area Counsel is collocated with one of the five Industry Directors for the LMSB Commissioner, and serves as the principal legal advisor to their respective Industry Director on the legal issues confronting LMSB taxpayers in the industries with which they are aligned. Each Area Counsel also has a geographic area of responsibility. Geographically, the Area Counsel serves as the legal advisor to other LMSB Industry Directors with operations or personnel within the geographic area; and oversee and coordinate the delivery of legal services by their attorneys and paralegals located in the posts of duty within their respective geographic area. The five Area Counsel are:

The Area Counsel for Financial Services (Area 1), who serves as the principal legal advisor to, and is collocated with, the Industry Director, Financial Services.

The Area Counsel for Heavy Manufacturing and Transportation (Area 2), who serves as the principal legal advisor to, and is collocated with, the Industry Director, Heavy Manufacturing and Transportation.

The Area Counsel for Retailers, Food, Pharmaceuticals and Health Care (Area 3), who serves as the principal legal advisor to, and is collocated with, the Industry Director, Retailers, Food, Pharmaceuticals and Health Care.

The Area Counsel for Natural Resources (Area 4), who serves as the principal legal advisor to, and is collocated with, the Industry Director, Natural Resources.

The Area Counsel for Communications, Technology and Media, (Area 5) who serves as the principal legal advisor to, and is collocated with, the Industry Director, Communications, Technology and Media.

Area Counsel supervise and are responsible for the effective management and oversight of the field operations and personnel within their Areas. An Associate Area Counsel (Industry Programs), and several Associate Area Counsels responsible for general practice groups report to, and are supervised by, their respective Area Counsel. In addition, to insure close coordination with Division Counsel headquarters, LMSB Commissioner headquarters, Associate Chief Counsel offices, and other counsel staff, each Area Counsel also has a Senior Legal Counsel assigned to the Division Counsel headquarters in Washington, D.C.

In their industry-based function, the Area Counsel work closely with the Industry Directors to formulate and execute policies, strategies, operating priorities and programs for the particular industries on a nationwide basis; and oversee and coordinate the delivery of legal services on industry issues to Industry Director personnel nationwide. The Area Counsel exercise ongoing responsibility for the budget, administrative and personnel actions, processes and procedures for the Area.

Each Area Counsel designates an Associate Area Counsel to coordinate the International Field Counsel Program within the area and to serve as primary liaison with the Senior Legal Counsel (International) and the International Technical Advisor Program within Pre-filing and Technical Guidance. The Area Counsel will, as directed by the Division Counsel, or as they deem appropriate, designate other persons under their supervision to serve as coordinators and primary liaison in support of other client strategic initiatives and programs.

Associate Area Counsel (Industry Programs) provide primary support to the Area Counsel and Industry Director staff with respect to industry specific pre-filing, filing, and post- filing activities. They also serve as an actor for the Area Counsel in his or her absence or unavailability. They oversee all Industry Counsel, who serve as the primary Chief Counsel liaison with the Pre-filing and Technical Guidance Industry Technical Advisors aligned with their area's respective industries.

Associate Area Counsel responsible for the general practice groups provide primary support to the Area Counsel and local LMSB Industry Director staff with operations or personnel within the geographic area with respect to a variety of pre-filing, filing and post-filing activities. They also manage the litigation of Tax Court cases other than those assigned to Special Trial Attorneys, and have the primary responsibility for preparing enforcement, defense and settlement letters in summons enforcement and refund litigation. They are responsible for insuring appropriate coordination of advice and significant issues within the Area and the Division.