William R. Pomierski is a partner in the law firm of McDermott Will & Emery LLP and is based in the Firm's Chicago office. Bill focuses his practice on the taxation of financial products and capital markets transactions, as well as on executive compensation matters.
Bill advises clients on the federal income tax implications of a variety of domestic, cross-border, and global financial products and related transactions. He has worked extensively with both public and private companies, hedge funds, trading firms, financial institutions, high net worth individuals, trust advisors and family offices, in connection with a range of capital market and financial product issues. His industry experience includes advising insurance companies, financial institutions, equipment manufacturers, retailers, energy companies, food processors and manufacturers, and chemical companies, to name a few.
His experience in financial product issues extends to derivatives involving a wide range of commodities, along with interest rate, currency and equity derivatives. Bill’s experience covers domestic and foreign exchange-traded positions, cleared bilateral products, as well as over-the-counter transactions. Beyond the more traditional derivatives, Bill routinely advises clients on a variety of other forms of derivative transactions, including total return transactions, variable prepaid forwards, collars, credit default swaps and other credit derivatives, and weather derivatives. Bill also focuses his practice on the unique federal income tax rules that potentially apply to domestic and international derivative activities depending on the circumstances surrounding the particular product or the type of taxpayer, including the various hedging and straddle issues, subpart F considerations, cross-border withholding issues, U.S. trade or business issues for foreign persons (including the availability of trading safe harbors), constructive sales and constructive ownership rules, mandatory and elective mark-to-market issues, securities lending, short sales, repo transactions and wash sales.
Bill also focuses his practice on a variety of capital markets tax issues involving debt and equity offerings. He has significant experience in the special rules that apply to debt instruments, including OID, market and acquisition discounts and premiums, contingent and convertible debt, and debt modifications, among others. Bill also advises corporate debt issuers on various limitations affecting the deductibility of interest including debt-equity considerations, earnings stripping rules, AYHDO and convertible debt. Bill addresses tax issues relating to foreign currency denominated borrowings, hybrid securities (such as trust preferred and equity units) and securitization transactions, as well as finance and true lease transactions.
In addition to advising clients on financial product or capital markets transactions, Bill has extensive tax controversy experience in this area. He routinely assists clients at the examination level, as well as participates in the IRS appeals process, including handling protest letters and appeals settlement conferences.
Bill also advises business clients and senior executives on a variety of executive compensation matters. His executive compensation practice involves the design and drafting of a variety of compensation plans or arrangements, with a particular emphasis on equity based compensation plans, such as options, restricted stock and stock units, stock appreciation rights, along with performance based compensation, including annual and long-term performance bonus arrangements and performance equity. He also advises clients on executive employment and retirement arrangements, including deferral agreements and change in control severance programs.
Bill also advises clients on the federal income tax implications of executive compensation programs, including in particular the special rules for incentive and nonqualified stock options, restricted property considerations, golden parachute tax considerations, the deduction limitations for officers of public corporations and the new limitations on nonqualified deferral arrangements. Bill is a former chair of McDermott’s Executive Compensation Practice Group.
Bill is recognized by The Legal 500 United States as one of the leading lawyers in the taxation of financial products. The publication notes that Bill is “highly commended.” In 2009, Bill was selected by his peers for inclusion in The Best Lawyers in America. He has also been previously named an Illinois Super Lawyer in the tax area by Law & Politics.
Bill is a frequent speaker on a variety of topics relating to the taxation of financial products, including presentations to the Tax Executives Institute, ABA, Wall Street Tax Association, Edison Electric Institute and the Insurance Tax Conference. He was the co-editor in chief of CCH’s quarterly Journal of Taxation of Financial Products with Andrea Kramer from 2000 through 2005, and he is currently a columnist for the Journal of Taxation of Financial Products. He frequently writes about various financial product tax matters, with articles having been published in the International Tax Review, the NYU Annual Institute on Federal Taxation, BNA’s Financial Products Reporter, Taxes Magazine and Derivatives Quarterly, to name a few.
Bill graduated with highest honors from Michigan State University with a degree in accounting. He also graduated magna cum laude from the University of Illinois School of Law. While in law school, Bill was a member of the University of Illinois Law Review.
Education
- University of Illinois College of Law, J.D. (magna cum laude), 1983
- Michigan State University, B.S. (with highest honors), 1980
