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Scott Manning

Partner
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Scott Manning’s practice focuses on federal, state, and international tax planning. He regularly advises clients on corporate formations, taxable acquisitions and dispositions, tax-free reorganizations, corporate separations, joint ventures, and foreign investment in the U.S. He represents developers and investors in tax credit finance transactions involving new markets tax credits, investment tax credits, production tax credits, and historic rehabilitation tax credits. He also represents clients in tax controversies before the IRS and the United States Tax Court.

Scott previously served as attorney-advisor to the Honorable Thomas B. Wells of the United States Tax Court and as a legislative aide on Capitol Hill, where his work focused primarily on tax legislation.
 

Representative Experience

  • Acted as special tax counsel to servicers of mortgage backed securities.
  • Advised tax-exempt organizations – including universities, hospitals, scientific research institutions, and trade associations – on the establishment and preservation of tax-exempt status, compliance with regulatory requirements, and minimization of income and excise tax exposure.
  • Counseled manufacturers, importers, and distributors with respect to industry-specific excise taxes.
  • Represented corporations and shareholders in corporate stock and asset deals.
  • Advised clients on the tax implications of international investments and operations.
  • Planned and implemented internal corporate restructurings in both the domestic and international context.
  • Advised clients on the applicability of state income, sales, use, franchise, and property tax.
  • Represented clients in all stages of tax controversies, including examinations, administrative appeals, Tax Court proceedings, and collection matters.
  • Represented a multinational technology company and its U.S. subsidiary in the $62 million acquisition of a Canadian lighting company and in the post-acquisition reorganization of the client’s Canadian operating entities.
  • Obtained a groundbreaking private letter ruling on behalf of a multinational technology company that determined the client’s biogas-powered fuel cell facility qualifies for the state’s renewable energy tax credit.
  • Represented the U.S. subsidiary of a publicly held equipment rental company in an income tax audit involving a proposed adjustment of more than $160 million that resulted in a full concession by the IRS on the primary issues in dispute.
  • Planned and implemented a $350 million tax-free split-off of a privately held timber company.
  • Represented a publicly traded Canadian income trust and its U.S. subsidiary in the $295 million acquisition of an energy marketing company and in the related issuance of convertible debentures.
  • Represented a U.S. pharmaceutical company in the spinoff of its subsidiary and the simultaneous sale of its remaining business in a transaction valued at well over $100 million.
  • Advised a publicly traded bank on a tax-free reverse triangular merger with another publicly traded bank and the simultaneous infusion of capital from private equity investors.
  • Represented the U.S. subsidiary of a publicly traded Mexican manufacturer in the tax-free restructuring of its U.S. subsidiaries.

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Honors & Awards

  • Woodward/White's The Best Lawyers in America for Business Organizations (including LLCs and Partnerships), 2018

Memberships

  • North Carolina Bar Association, Tax Section Council, 2013-present; Tax Section, Member, 2011-present
  • Tax Court Bar, 2005-present