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Transcript TEI Detroit Chapter
TEI Detroit Chapter
State & Local Tax Seminar
March 2015
Presenters
Aaron M. Young, Esq.
Partner
p – 212.521.5478
c – 908.507.8107
[email protected]
Kyle O. Sollie, Esq.
Partner
p – 415.659.5907
p – 215.851.8852
c – 215.499.6171
[email protected]
Michael J. Wynne, Esq.
Partner
p – 312.207.3894
[email protected]
Jenny J. Choi, Esq.
Associate
p – 213.457.8186
[email protected]
New York Tax Updates
March 2015
Corporate Tax Reform Legislation
Budget Bill – Passed March 31, 2014
Passed legislature and signed by Governor Cuomo on March 31,
2014
Generally effective for tax years beginning on or after January 1,
2015
Main components
Economic Nexus
Modified Tax Base
Classification of Income
Apportionment
Combined Reporting
Net Operating Losses
New York City – conformity expected soon.
4
Corporate Tax Reform Legislation
Nexus
Expanded to include economic nexus standard
$1M or more of receipts included in numerator of apportionment
factor
New law aggregates receipts for every company in a combined
group with at least $10,000 of New York receipts
Nexus established if aggregate New York receipts of at least $1M
Retains current economic nexus standards for certain credit card
companies
Greater than 1,000 customers or merchant contracts in New York
Fulfillment services exception repealed
5
Corporate Tax Reform Legislation
Nexus
Creates nexus for companies with no physical presence in New
York, for example (assuming $1M threshold is met):
Corporations selling digital products primarily used in New York
Corporations selling services with benefits received in New York
Corporations receiving interest on loans secured by New York real
property
Sourcing rules and elections under new law may trigger nexus for
companies historically not subject to tax, for example:
8% rule for sourcing receipts from certain financial instruments
Election to source receipts from “qualified financial instruments”
using fixed percentage or based on customer location
6
Corporate Tax Reform Legislation
Nexus
Constitutional Issues?
Potential “Problem” Scenarios
Out-of-state corporations licensing intangible property used by
customers’ customer in New York
Out-of-state corporations selling TPP to customers in New York
Combined group members deemed to have nexus under
aggregation rules because of New York contacts of other members
of the combined group
Corporate Partner Nexus
Department may adopt regulations subjecting corporation to tax if
it is a partner of any type of partnership doing business in New
York (or that has economic nexus with New York)
Subject to challenge
7
Corporate Tax Reform Legislation
Modified Tax Base
Article 32 repealed. Banking and financial institutions subject to
tax under Article 9-A
Tax computed on three bases
Business income
Capital
Fixed dollar minimum
Separate tax on subsidiary capital eliminated
8
Corporate Tax Reform Legislation
Modified Tax Base
New Rates, Caps and Brackets
Tax rate on entire net income (ENI) base reduced from
7.1% to 6.5% for tax years on or after January 1, 2016
Lower rate for certain taxpayers (e.g., Qualified Emerging
Technology Companies) and 0% rate for Qualified New
York Manufacturers
Capital base tax rate of 0.15% phased down to 0% for tax
years beginning on or after January 1, 2021
Cap under capital base tax increased from $1M to $5M
Additional brackets under fixed dollar minimum tax
Current top bracket (receipts > $25M) = $4,500 of tax
New top bracket (receipts > $1B) = $200,000 of tax
Phased in reduction of fixed dollar minimum tax for
qualified New York manufacturers and qualified emerging
technology companies
9
Corporate Tax Reform Legislation
Classification of Income (current law)
Three categories of capital and income
Subsidiary
Investment
Business
Entire Net Income
Includes worldwide income (for non-U.S. corporations, ENI is not
limited to federal taxable income)
Excludes income, gains and losses from subsidiary capital
Must add back interest and other expenses attributable to
subsidiary capital and attribute interest/other expenses to
investment income
10
Corporate Tax Reform Legislation
Classification of Income (new law)
Three categories of income
Business Income
Investment Income
Other Exempt Income
Only business income subject to tax
Business income = ENI minus (i) net investment income and (ii) net
other exempt income
Repeals exclusion for 100% of income, gains and losses from
subsidiary capital
11
Corporate Tax Reform Legislation
Classification of Income (new law)
Starting point for ENI is federal taxable income
For a taxable alien (non-U.S.) corporation, the starting point for
ENI is effectively connected income
Must add back treaty benefits
New law narrows definition of investment capital to investments
in stocks of non-unitary corporations held by the taxpayer for
more than six consecutive months and not held for sale to
customers
Bonds, debt instruments, other corporate securities and cash no
longer investment income; all treated as business income
Other exempt income generally = exempt CFC income and exempt
unitary dividends
12
Corporate Tax Reform Legislation
Classification of Income
Under new law investment income and other exempt income
must be reduced by interest expenses directly or indirectly
attributable to those items of income
Attribution no longer required for non-interest expenses
If interest expense attribution amount exceeds investment income
and other exempt income, the excess interest expense must be
added back to ENI
New 40% election: In lieu of computing actual interest expenses
attributable to investment income or other exempt income, a
corporation may instead elect to reduce its investment and other
exempt income by 40%
13
Corporate Tax Reform Legislation
Apportionment
Single sales factor apportionment formula (MTA surcharge
continues to use 3-factor formula)
Generally applies market-based sourcing
Combined Reporting
Combined report required if corporations
Are engaged in a unitary business; and
More-than-50% common ownership test is met (measured
by voting power of capital stock)
Presence or lack of substantial intercorporate transactions
or distortion is irrelevant
Alien corporations with ECI included in group. S
Corporations not included. No cross-article combination.
Affiliated Group Election – If 50% test ownership test met
Election must be made on original return and is
irrevocable for 7 years. Automatically renewed if not
revoked. If revoked, election not permitted for 3 years
14
Corporate Tax Reform Legislation
Net Operating Losses
Equals business loss for the tax year multiplied by apportionment
factor for that year
Does not include NOLs from tax years beginning before January 1,
2015 (replaced with prior NOL conversation subtraction)
Removes existing limitation on NOL deductions based on amount
allowed for federal income tax purposes
Eliminates requirement that NOL deduction originate in the same
source year as the federal NOL deduction for that year
Conforms NOL carryforward period to the 20-year federal
carryforward period, and permits a three-year carryback (but not
to tax years beginning before January 1, 2015)
15
Corporate Tax Reform Legislation
Net Operating Losses
Unabsorbed NOLs generated in tax years beginning before January
1, 2015 cannot be carried forward
Instead, unabsorbed NOL carryforward amounts existing on the
last day of the taxpayer’s base year are converted into a “prior
NOL conversion subtraction”
The prior NOL conversion subtraction may be claimed in future tax
years (i) in amount equal to 1/10 of the conversion subtraction
amount over a 20-year period; or (ii) the taxpayer may elect to use
50% in 2015 and 0% in 2016 (with no carryover if unused).
16
Litigation Update
Retroactive Application of 338(h)(10) sourcing rules
Caprio v. Dep’t of Taxation and Finance (1st Dep’t 2014)
Software/Cloud Computing
Matter of SunGard Securities, ALJ (Feb. 6, 2014)
Apportionment
Receipts from Services v. Other Business Receipts
Expedia, NY DTA (Feb. 5, 2015)
17
Litigation Update
Royalty Income Exclusion
Royalties received from foreign related members
Included in NY ENI
Decombination
Focus on loss companies
SunGard Capital Corp., NY DTA (Apr. 3, 2014)
IT USA, TAT (Apr. 16, 2014)
Knowledge Learning Corp, TAT (Sept. 18, 2014)
Net Operating Losses
TD Holdings, NY DTA (Jan. 22, 2015)
18
2015 Tax Legislation
New York City Tax - Conformity Legislation
Substantially similar to 2015 NYS Corporate Tax Reform
Single sales factor 2018
Market sourcing
Defined economic nexus standard
Unitary waters-edge combined reporting
Net operating losses
New York State Corporate Tax - Corrective
Legislation
Definition of “qualified financial instrument”
Definition of “investment capital”
New York State Budget Finalized March 31, 2015
19
Contact Information
Aaron M. Young, Esq.
p-212.521.5478
c-908.507.8107
[email protected]
20
Illinois Taxes 2015: At a Crossroads
March 2015
Illinois FY 2015 Budget
22
Illinois Snapshot of 2014 vs. 2015
New Republican ‘outsider’ Governor, Jan 2015.
Democratic majorities in House and Senate.
Income tax rate increases expired 12/31/2014:
2015 Personal rate: 3.75% (up .75% from 2010, down 1.25% from
2014).
2015 Corp. rate: 7.75% (up .50% from 2010, down 1.75% from
2014).
Replacement tax rates remained unchanged.
If 2015 State spending exceeds $39 Billion, rates drop to
3% and 4.8%, unless Governor declares a Fiscal Emergency.
23
Illinois FY 2016 Budget
24
Illinois FY 2016 Legislative Session Mix
FY 2015 Budget:
Booby Trap Budget: full FY Expenses but FY revenues reduced by
25% Jan. 1, 2015.
FY 2016 Legislative Session:
FY 2015 Budget Gap Closure - $1.6 billion deficit
FY 2016 Budget - $6.2 billion deficit
In play: pending Ill. S. Ct. decision on SB. 1 pension reforms
25
Governor’s Policy Choices
FY 2015 –
Expanded Executive authority to sweep special funds
Tough social spending cuts
Reduced distributions to local governments
No new revenues
FY 2016
Further pension reforms (legal challenges delay / uncertainty)
Social spending levels (are FY 2015 cuts a base?)
New Revenues: eliminate the lapsed tax hike; modernize the sales
tax; freeze property taxes.
26
Illinois Revenues
27
Early Legislative Markers
Speaker Madigan’s 3% Millionaire Tax
Requires referendum to approve a constitutional amendment;
would at best bring in $1 B.
HB 295 – add-back of DPAD; add-back foreign dividend
subtraction; eliminate non-combination rule (diverse factor
unitary members) (SB 717 has same provisions)
HB 106 – tax on financial transactions at CBOE, CBOT, CME,
and CSE.
SB 1828 – False Claims Act amendments
Hang in there for a long overtime session.
28
Illinois Tax Administration
New IDOR Director Connie Beard,
confirmed.
Pending Reappointment and confirmation
of James Conway as Tax Tribunal Chief
Judge
Lisa Madigan, Ill. Atty. Gen. & Steven
Diamond, FCA plaintiff & attorney.
Chang Wong (Daniel Edelman attorney).
Regional Transportation Authority?
29
Illinois Income Tax Pressure Points
Service Income Apportionment / Throw-out
IDOR legislatively directed to issue “market”
apportionment regulations in 2007 for TYE on or after
12/31/2008
So far, regulations have been issued for “publishing”, but not
for public utilities, advertising, or general services
Draft general services regulation has yet to be issued
Legislative amendments provided specific treatment for
broadcasters
Audits / Settlements / Cases
30
Illinois Income Tax Pressure Points
Alternative apportionment:
Section 304(f) for TYE before 12/31/2008 is a standard
UDITPA Sec. 18 (but with Ill. S. Ct. interpretation for “full
apportionment” State policy)
Effective 1/1/2014, retroactive to TYE on or after
12/31/2008, Section 304(f) is unique in the U.S.
Alternative apportionment is allowed “if the allocation
and apportionment provisions of [IITA Sec. 304,]
subsections (a) through (e) and of subsection (h) do not,
“for taxable years ending before December 31, 2008, fairly represent
the extent of a person's business activity in this State,” or,
“for taxable years ending on or after December 31, 2008, fairly
represent the market for the person's goods, services, or other
sources of business income,”
31
Illinois Income Tax Pressure Points
Reasons:
Single Factor / “market” for TYE on
or after 12/31/3008
Implications:
Throw-out
Throw-back
Other
Full apportionment policy?
Transportation apportionment
proposed regulations
32
Illinois Income Tax Pressure Points
Captive Insurance Pending Audits
Apparently Scioto (Wendy’s) is not final enough, per IDOR
P.A. 98-978 - Self Procurement Tax eff. 1/1/2015
S.B. 1573 – introduced to repeal self-procurement tax
About that NOL suspension that just expired . . .
Uniformity issues with the 2012 $100,000 limitation?
2003 and prior NOLs excluded from the suspension?
What if suspension resulted instead in elimination? Is it a taking?
33
Local Tax Pressure Points
Local Sales Tax (collected by IDOR) Sourcing
RTA
City of Chicago
City of Chicago
1 % Use Tax Credit Amendment
Amendment to Ruling No. 5 for Personal Property Lease
Transaction Tax
Other Municipal Taxes
Cook County Non-titled Personal Property Use Tax
34
Illinois – Transition Points
Illinois Supreme Court
Pension amendments decision
General Assembly
After May 31, 2015 a three fourth’s majority is required to
pass legislation. Will new revenue measures surface before
then?
Tax Tribunal
Substantive decisions
Department of Revenue
Proposed / Pending Regulations
Settlements / Directors Advisory Group
City of Chicago
Mayoral election
State pension developments
35
Illinois Sales Tax Pressure Points
False Claims Act Issues
Nexus
Shipping Charges
Wine Gallonage
Next?
Consumer Protection Act
Issues
Shipping Charges
Discount Coupons
Next?
36
Contact Information
Michael J. Wynne
p-312.207.3894
[email protected]
37
Pennsylvania and New Jersey: Income
Tax Developments And Planning
Opportunities
March 2015
Pennsylvania—Sourcing Sales Other Than TPP
Market sourcing adopted for some receipts for 2014
Pre-change service / intangible sourcing = your choice
Statute: Cost of Performance
Department Position: Customer Location
DIRECTV litigation
39
Pennsylvania—Market sourcing…sometimes
What changed?
Services: Delivery Location
Leases of TPP: Source to location of first possession by taxpayer
All other non-TPP sales—COP remains the rule
Department Informational Bulletin 2014-01
40
Pennsylvania—Market Sourcing Opportunities
Characterizing Receipts—Services v. Other
Information services
Franchise fees
Characterizing Receipts—Tangible v. Intangible
Software (See e.g. Dechert)
Where is a service delivered
Customer Location v. Customer Benefit
E.g. Shared services companies
E.g. Advertising placement
41
Pennsylvania—Licenses to Tangible Personal Property
License/Lease/Rental to TPP: Only purchaser first obtained
possession in Pennsylvania
Leased mobile property
Source to PA, but exclude if leaves PA
No corresponding position for incoming property
42
Add-Back Comes to Pennsylvania
Effective for tax years beginning 1/1/15
Taxes paid credit:
Doesn’t address financial IHCs
“the” principle purpose avoid PA tax?
Reed’s “$1 conduit”
Taxes paid credit:
Aggregate the other states
Reduce denominator of credit apportionment
Constitutional issues
Remember: no penalties in PA
43
Pennsylvania Franchise Tax
Manufacturing and R&D exemptions
If conducted anywhere, property and payroll factors should be
~0%
Exempt assets fraction
Discriminates—only PA companies get to exempt investments in
subsidiaries
Remedy is a refund
Refund
=
Investment in
Subs
Total Assets
44
44
www.reedsmith.com/statetax
x
Franchise
Tax
Pennsylvania’s Uniformity Requirement
All taxpayers pay same tax rate
Brian Roberts, Comcast CEO
3.07% tax rate
Comcast cable guy
3.07% tax rate
45
PA’s Net Loss Cap
Cap is the greater of:
2009: $3m or 15%
2010-2013: $3m or 20%
2014: $4m or 25%
2015: $5m or 30%
Reed Smith: cap is unconstitutional under uniformity
clause
46
PA’s NOL Cap—Taxpayer Options
Option #1: Take return position
No penalties, no compound interest
“More likely than not” position
No need to disclose—position is self-evident
Option #2: Refund claim (Three-year statute of limitations)
2014 (once filed)
2013
2012
2011
47
What’s Next?
Pennsylvania’s new Governor
Former Pennsylvania Secretary of
Revenue
Budget proposal includes:
Combined reporting
Eliminate franchise tax…for real this time
Sales tax on services
Increase taxes on banks
And more…
48
Net Operating Losses
2002-2005 NOL suspension: statute adds 4 years
to 7 year carryover
Got federal research credit in 1999-2001? Get 19
year carryover instead of 7
Foreign dividends = no absorption of NOLs
Tax benefit rule—gains from sale of depreciated
property
Post apportionment carryover means NOLs
worth more under single sales fraction
www.reedsmith.com/njtax
49
Reduce Gains with Moroney Basis Adjustments
NJ mistreats NOLs:
Historically short carryover
No carryover unless loss company survives merger
If your NOLs expired or were lost, increase basis in
property:
Depreciated during loss years
Amortized during loss years
Basis otherwise reduced attributable to losses or
deductions in loss years
Ford / Toyota win
www.reedsmith.com/njtax
50
New Jersey Apportionment
Flexibility on sourcing services
Sales fraction and market sourcing
To reflect market, consider ultimate destination for sales of TPP
Dock sales – NJ lacks definitive authority
Distributor’s warehouse and inventory-in-transit
Intangibles—domicile or market?
Gross vs. net for forward contracts
Property fraction—federal tax basis or GAAP?
Partnership factors don’t automatically flow up
NJ has flip-flopped on flow up policy
Unitary test for partnerships less rigorous than constitutional
standard
www.reedsmith.com/njtax
51
New Jersey – Holding Companies
Jersey
– Holding
Companies
IHC New
receipts:
source
copyright
and patent royalties
based on use, not licensee’s sales
Interest addbacks
Exception for cash sweeps and push-down debt?
If payor’s NJ factor less than 33%, automatic exception if
interest company files anywhere
Royalty addbacks
Refund claims based on unconstitutional discrimination
Post throwout, make sure IHC has at least some property and
payroll outside NJ
52
BIS LP—Is CBT Now Voluntary?
The BISYS
Group, Inc.
Limited partnership structure
Partnership paid tax on behalf
of BIS, which took credit on
CBT return
Taxpayer
BIS argued non-unitary
and thus no nexus
BISYS, Inc.
BIS LP, Inc.
(“BIS”)
99% Limited
Partner
Partnership
So far, courts agree that
partner gets refund
1% General
Partner
BISYS
Information
Solutions, L.P.
(“Solutions”)
Doing Business
in New Jersey
www.reedsmith.com/njtax
53
Other Partnership Issues
Choose apportionment method that’s best
Flow up partnership income and factors or
Apportion at partnership level
No addback of interest and royalties
Only NJ adjustment to federal taxable income is tax
exempt interest income
No statutory mechanism for adding back affiliated
expenses incurred by partnerships
Partnership filing fees
www.reedsmith.com/njtax
54
Contact Information
Kyle O. Sollie
p-415.659.5907
p-215.851.8852
c-215.499.6171
[email protected]
55
California Issues and Opportunities
March 2015
California Background on Dividend Treatment
No general DRD
CRT §25106 elimination if paid out of previously
taxed income
75% deduction for foreign dividends under CRT §
24411
But subject to Foreign Investment Interest Offset
57
Opportunity: Reduce FIIO
Attribute to domestic operations
Notwithstanding Regulation § 24344
Apple: taxpayer wins on this issue
More recent trend favors taxpayers:
American General Realty Investment
Appeal of Beneficial
Appeal of Zenith
58
FIIO Impact: Obscured by the Return
59
Opportunity: Factor Representation
25% not deducted is taxed.
SBE is receptive to factor representation.
Argonaut Group. CRT § 25137
60
Include prop., payroll, sales of dividend paying sub. for each
year from which E&P was paid.
______________________________
61
R&D Credit: Alternative Calculation
Alternative incremental credit
Different fixed base and qualified research %
CA conforms to IRC
62
Special Tax Base Issues
63
Income From “Excess Cash” – Formula
December
January
February
March
April
May
June
July
August
September
October
November
December
Cash
Balance
$90.00
$100.00
$90.00
$75.00
$85.00
$110.00
$105.00
$95.00
$90.00
$85.00
$100.00
$110.00
$130.00
Cash Surplus
Income From
(Deficit)
Cash
$10.00
$0.50
-$10.00
$0.45
-$15.00
$0.38
$10.00
$0.43
$25.00
$0.55
-$5.00
$0.53
-$10.00
$0.48
-$5.00
$0.45
-$5.00
$0.43
$15.00
$0.50
$10.00
$0.55
$20.00
$0.65
Total $
5.88
Top deficit month
Plus 20%
As increased by 20% margin
Average monthly balance
Business Income Percentage
Income from cash for year
Business income
$15.00
$3.00
$18.00
÷$97.92
=18.38%
x$5.88
=$1.08
NBI
$4.80
Month w/
greatest
deficit
÷
64
COD Income / One-Time Settlement
65
Tenneco West comparison
Tenneco West sold properties on an installment-sale
basis
At the time of many of the sales, its California
apportionment was nearly 90%
When Tenneco West recognized the income, its California
apportionment had dropped to 10%
66
EZ Credits
Take-aways:
Compute credit limitations on a group-wide, not entityby-entity basis
Compute credit limitations as if all the enterprise zones
were one single zone
Take a deduction for interest as if the entire United
States is an enterprise zone
67
EZ limits: loosen calculation of limits
Whole unitary group should be considered the
“taxpayer”
Definitions under 23622.7
In apportionment context “taxpayer” means the group:
see Finnigan
All zones should be treated as a single “zone”
A “credit” against “the tax”
Legislative history: “one strong, combined, business
friendly incentive program”
68
California NOL
Extensions
Four more years!
Last Carryover Year
Legal Ruling 2011-04
Ruling: 4-year extension requires
income in suspension year
That requirement
is not in the statute
69
Per Reed
Loss Year Per FTB
Smith
2000
2010
2016
2001
2011
2017
2002
2012
2017
2003
2013
2017
2004
2014
2018
2005
2015
2019
2006
2016
2020
2007
2017
2021
2008
2028
2031
2009
2029
2031
2010
2030
2031
Rule
10+2+4
10+2+4
10+1+4
10+4
10+4
10+4
10+4
10+4
20+3
20+2
20+1
Opportunities from Form 4797 Gain
Taxpayers who should be interested:
Disposed of property / otherwise recognized federal
gain in NOL suspension years 2008-2011; or
Disposed of property placed in service during the
period 1987-2004 and you had NOLs for a year when
the property was in service
70
Opportunities from Form 4797 Gain - Example
1990:
$45 Million Property
Depreciate Straight-Line Method
1990–2009:
Loss Years
2010:
$25 Million Adjusted Basis in Property
Sell Property for $45 Million
Problem:
Fictional $20 Million Gain
Solution:
Basis Adjustment of $20 Million
71
Contact Information
Kyle O. Sollie
p-415.659.5907
p-215.851.8852
c-215.499.6171
[email protected]
Jenny J. Choi
p-213.457.8168
[email protected]
72
Reed Smith LLP – State Tax Practice
Chicago ▪ Los Angeles ▪ New York
Philadelphia ▪ San Francisco ▪ Washington, D.C.
Lee A. Zoeller
Philadelphia
215 851 8850
Cell: 610 246 8815
[email protected]
Adam P. Beckerink
Chicago
312 207 6528
[email protected]
Brent K. Beissel
Philadelphia
215 851 8869
[email protected]
Stephen J. Blazick
Philadelphia
215 851 8877
[email protected]
Jenny J. Choi
Los Angeles
213 457 8186
[email protected]
Marty H. Dakessian
Los Angeles
213 457 8310
[email protected]
Daniel M. Dixon
Philadelphia
215 851 8854
[email protected]
Frank J. Gallo
Philadelphia
215 851 8860
Cell: 215 805 6008
[email protected]
Jennifer S. Goldstein
New York
212 521 5406
[email protected]
David J. Gutowski
Philadelphia
215 851 8874
Cell: 610 368 0813
[email protected]
Christine M. Hanhausen
Philadelphia
215 851 8865
[email protected]
Michael A. Jacobs
Philadelphia
215 851 8868
[email protected]
Kenneth R. Levine
Philadelphia
215 851 8870
[email protected]
Sara A. Lima
Philadelphia
215 851 8872
[email protected]
Michael I. Lurie
Philadelphia
215 241 5687
[email protected]
Erin J. Mariano
San Francisco
415 659 4750
[email protected]
Paul E. Melniczak
Philadelphia
215 851 8853
[email protected]
Kelley C. Miller
Philadelphia
215 851 8855
[email protected]
Alexandra E. Sampson
Washington, D.C.
202 414 9486
[email protected]
Mike Shaikh
Los Angeles
213 457 8044
[email protected]
Kyle O. Sollie
Philadelphia
215 851 8852
[email protected]
Brian W. Toman
San Francisco
415 659 5994
[email protected]
Jack Trachtenberg
New York
212 521 5414
[email protected]
Jennifer C. Waryjas
Chicago
312 207 6470
[email protected]
Shirley J. Wei
Los Angeles
213 457 8217
[email protected]
Robert E. Weyman
Philadelphia
215 851 8160
[email protected]
Aaron M. Young
New York
212 521 5478
[email protected]
Gordon Yu
Philadelphia
215 851 8876
[email protected]
73