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Todd B. Reinstein

Todd B. Reinstein is a tax partner with Pepper Hamilton LLP, resident in the Washington office. Mr. Reinstein focuses his practice advising clients on federal corporate tax law including the overall structuring of taxable and tax-free transactions, deemed asset purchases, shareholder redemptions, stock basis and earnings and profits calculations, eligibility for U.S. manufacturing deduction, simplifying corporate structures and minimizing the impact of complex consolidated return issues and tax due diligence. He also has significant experience with corporate loss limitation studies (Section 382) and the tax aspects of bankruptcy and workouts, including issues involving restructuring or retirement of indebtedness. He has experience with submitting successful private letter ruling requests to the Corporate Branch of the IRS National Office. His experience in these matters enabled him to achieve favorable and cost-effective results for clients.

Before joining Pepper, Mr. Reinstein was a senior associate in the corporate tax group of a national law firm. Before that, he worked for six years as a tax manager at two “Big 4” accounting firms. At the accounting firms, he advised domestic and foreign clients on tax planning, with a primary focus on acquisitions and divestitures, tax compliance and the financial aspects of accounting for income taxes. Mr. Reinstein also worked for three years as an internal auditor with the IRS, where he performed independent reviews and appraisals of various IRS operations, including the Appeals, Examination and Collection divisions.

Mr. Reinstein also has been a regular panelist at national meetings of the American Bar Association’s Tax Section and the Tax Executives Institute. He recently spoke on “The Nuts and Bolts of Section 382” at the New Jersey Chapter of the Tax Executives Institute.

Mr. Reinstein is the current chair of the Federal Bar Association Tax Section. He is also past chair of the AICPA Tax Division’s Corporations and Shareholders Technical Resource and former editor of the AICPA’s Tax Advisor. He is the former vice-chair of the ABA Section of Taxation’s Committee on Energy and Environmental Taxes and a member of the Section 382 Corporate Tax Working Group.

Mr. Reinstein is a regular contributor to national and regional tax and accounting journals. His recent publications include:

  • “Rev. Proc. 2014-24 Provides Taxpayers Relief When Missing Form 1122 on Joining a Consolidated Group,” Bloomberg BNA Tax Management Insights (April 2014)
  • “Does a Target or Acquiring Corporation Claim Significant Transaction Related Deductions? IRS Wades into Murky Waters” (co-author), BNA Tax Management Memorandum (Vol. 54, No. 8 April 22, 2013)
  • “Bankruptcy PLR with NOL Preservation Result” (co-author), Law 360 (August 23, 2012)
  • “U.S. Federal Tax Net Operating Loss Limitations Following an Ownership Change – Fund Investor Considerations,” Financier Worldwide, “Global Reference Guide: Corporate Tax 2012” (August 2012)
  • “IRS Proposes Taxpayer-Friendly Changes to Section 382 Segregation Rules” (co-author), BNA Tax Management Memorandum (Vol. 53, No. 29 April 23, 2012)
  • “Form Over Substance or Constructive Receipt – What is the Substance of the Cap Gemini Cases?” (co-author), BNA Tax Management Memorandum (Vol. 52, No. 22 October 24, 2011)
  • “Tapping into Alternatives: Financing Options for Solar, Wind, and Cogeneration” (co-author), Health Facilities Management (September 2011)
  • “Proposed Regulations Regarding the Deferred Loss Rules for Controlled Groups: Not All Good But Not All Bad” (co-author), BNA Tax Management (June 29, 2011)
  • “IRS Provides §382 Guidance in Notices 2010-50 and 2010-49” (co-author), BNA Tax Management (November 22, 2010)
  • “NOL Poison Pills Can Protect the Tax Attributes of the Debtor and Enhance Future Liquidity” (co-author), Commercial Lending Review (May-June 2010)
  • “Green for Green: Federal and State Tax Breaks for Renewable Energy Projects” (co author), Practical U.S./Domestic Tax Strategies (January 2010)
  • “Protecting Your NOL Carryforward with a Poison Pill” (co-author), CCH’s Federal Tax Weekly (June 2009)
  • “New Proposed Regulations Allow Sellers to Treat Certain Stock Dispositions as Asset Sales,” BNA Tax Management, Insights and Commentary (November 2008)
  • “Claiming a Worthless Stock Deduction May Have Become a Little Easier,” ABA Section of Business Law Committee on Taxation Newsletter (Summer 2008)
  • “Maximizing the Benefits of Sec. 199 in an Asset Sale,” The Tax Advisor (May 2008).
Mr. Reinstein is a member of the District of Columbia and Florida bars, and is admitted to practice before the United States Supreme Court, the U.S. Tax Court and the U.S. Court of Federal Claims. He is a licensed certified public accountant in the District of Columbia and Maryland.

B.S.M. 1991 Tulane University
M.Acc. 1993 Nova Southeastern University
J.D. 1997, with honors, University of Florida College of Law
LL.M. 1999 Georgetown University Law Center (Taxation)

Bar Admissions
Admitted to practice in the District of Columbia and Florida

Todd B. Reinstein
Phone: 202.220.1520
Fax: 202.220.1665
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Washington, D.C.

Practice Area(s)
Food and Beverage Industry

Independent Contractor Compliance Practice

Sustainability, CleanTech and Climate Change Team



IRS Releases First Private Letter Ruling on Small Redemption Limitation

IRS Issues a Field Service Advice on AMT NOL Ordering Rules

IRS Changes Course and Issues Notice 2014-58 on the Economic Substance Doctrine

Rev. Proc. 2014-24 Provides Taxpayers Relief When Missing Form 1122 on Joining a Consolidated Group

IRS Issues Favorable Final Section 382 Regulations on Small Shareholders; Might be Time to Revisit Your 382 Study

Final Regulations Issued for Transfers of Built-in Loss Property

Recent Taxpayer-Friendly Section 199 Guidance on Benefits and Burdens of Ownership

New Regulations Provide Advantageous Acquisition Structures

IRS Taking Tough Stand on Benefits and Burdens of Ownership in Recent Section 199 ILM and Tax Court Cases

Does a Target or Acquiring Corporation Claim Significant Transaction-Related Deductions? IRS Wades into Murky Waters

The Nuts and Bolts of Section 382 (PowerPoint)

Bankruptcy PLR with NOL Preservation Result

Tax Treatment of Deferred Start-Up Costs for Life Science Companies

New Chief Counsel Advice on Coordinated Acquisitions for Section 382 Purposes Raises Concerns

Accounting Methods Update: 'Repair Regulations' and Transition Guidance

Reporting of Organizational Actions Affecting Basis of Securities

Application of Interest Netting Rules to Consolidated Groups

IRS Proposes Taxpayer-Friendly Changes to Section 382

Applying Notice 2003-65 Following a Closing Agreement: 10th Circuit Says Yes

Tapping into Alternatives

Proposed Regulations Regarding The Deferred Loss Rules for Controlled Groups: Not All Good But Not All Bad

Section 382 Ruling Could Provide Venture Startups Relief When Doing Recapitalizations

IRS Temporarily Suspends Penalties for New Basis Reporting

CCA Applies Anti-Abuse Rule for Transactions between a Consolidated Group and a Non-Member where a Partnership Is Interposed

Extension of Renewable Energy Tax Grants Comes Not a Moment Too Soon

IRS Issues Form 8942 and Instructions for New Section 48D

IRS Issues Notice 2010-45 with Application Criteria for New Section 48D

Codification of Economic Substance and the New Strict Liability Penalty

Health Reform Law Contains New Section 48D Biotech Tax Credit

Pepper Lawyers Victorious on Behalf of Quality Stores

Canadian Update - March 2010

More Green for Green: The President’s Proposed Budget Adds Substantial Funding for Renewable Energy Incentives

Green for Green: Financial Incentives Available for Renewable Energy Development

Bonus Accrual and the 2½ Month Rule: New CCA Shines Light on IRS Position

New Five-Year NOL Carryback: Issue Checklist and Open Items

New Legislation Expands Five-Year Tax Net Operating Loss Carryback

A Practical Look at Section 382 - Tax Executives Institute - Harrisburg, PA

Treasury Notice 2009-72 with Application Rules for Section 48c

Treasury Releases Terms and Conditions for Renewable Energy Grant Program

Carrying Back Your NOL? New CCA May Limit a Portion of the Loss

Protecting Your NOL Carryforward with a Poison Pill

New IRS Prior Period Expenses Safe Harbor for Section 199

New GLAM Might Provide Opportunity on Prior Period Expenses for Section 199

American Recovery and Reinvestment Act of 2009 Enhances Renewable Energy Tax Provisions

IRS Issues Guidance Regarding the Limitation on the Utilization of Net Operating Losses under Section 382

Section 382: Consolidated Return Issues Affecting the Use of Favorable Tax Attributes

What to Expect in 2009 Tax Legislation

Revenue Procedure 2008-65 Clarifies Opportunity for Corporate Taxpayers to Cash in on Unused Credits

New Proposed Regulations Allow Sellers to Treat Certain Stock Dispositions as Asset Sales

New Bailout Legislation Contains Many Favorable Renewable Energy Tax Provisions

Section 382: Traps for the Unwary

Tax Net Operating Losses, Section 382, and Investment Advisors

Claiming a Worthless Stock Deduction May Have Become a Little Easier

New Accounting Rules for Business Combinations

Chief Counsel Cancels Notice on Access to Tax Reconciliation Workpapers: What Does It Mean?

New Proposed Regulations May Eliminate the Tax Benefits of Captive Insurance Companies

Tax Certainty Available to Developers and Investors in Wind Energy Partnerships

IRS Ruling Latest Development in String of Federal Energy Transmission and Distribution Systems Actions

'Carried Interests, Part 1' Hearing

Recent Developments in Listed Transactions

New Tax Bill Changes the Level of Authority for Return Filing Positions

IRS OKs a Mulligan: Expands the Rescission Doctrine in Recent PLRs

IRS Issues Guidance for CFC Look-Through Rules

Renewable Energy Sources: The IRS Goes Green with Section 45

FIN 48: Will It Be a Roadmap to the IRS?

IRS Updates Competent Authority Procedures

FASB's FIN 48, Accounting for Uncertainty in Income Taxes: What You May Need to Do Before Year-End Adoption

An International Tax Provision of TIPRA May Provide For Planning Opportunities

IRS Hangs Up the Phone On Certain Excise Taxes

Highlights of the Tax Increase Prevention and Reconciliation Act of 2005

A Brave New World for Corporate Tax Departments

IRS Issues New Proposed Regulations Regarding Corporate Estimated Tax Payments

New Federal Income Tax Deduction for Domestic Production Activities and its Application to Construction Activities

Final Continuity of Interest Regulations Decrease the Hazards of Entering into a Tax-Free Reorganization

FASB Meeting Provides Clues on Accounting for Uncertain Tax Positions

The Newly Issued Section 199 Proposed Treasury Regulations: Which of the Changes Might Affect You?

FASB Issues an Exposure Draft for Accounting for Uncertain Tax Positions

Guide for Filing 2004 Corporate Tax Returns

PCAOB Proposes New Rules Limiting Tax Services Provided to Audit Clients

Guide to Allocating Costs for the Section 199 Manufacturing Deduction

Emerging Tax Issues Affecting the Electronics Industry: New Section 199 Deduction for Income Attributable to Domestic Production Activities

What's In It for You? - Determining Who Has the 'Benefits and Burdens' of Ownership for the New Section 199 Deduction

What Your Auditor May Want to Know About APB 23 Representations and Section 965 Repatriation


So You Are Thinking About Buying A Loss Company?

Section 48D Qualified Therapeutic Research Projects Program and Form 8942

Hot Topics for Waste-to-Energy Investors and Developers

Small Business Stock Tax Incentives - Tax Incentives for Investments in Start-ups and Small Business

Tax Credits and Other Government Incentives for Solar Power

Betting on the Sun: Winning Deal Structures in the Current Renewables Market

Renewable Energy for Hospitals and Health Care Providers: Solar, Wind and Cogeneration

Betting on the Sun: The U.S. and India Connection in the Current Renewables Market

Tax Diligence, Representations, Covenants and Indemnifications in Business Acquisitions

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