On this episode of the “GILTI Conscience” podcast, Skadden attorneys David Farhat, Nate Carden, Eman Cuyler and Stefane Victor, are joined by colleagues Fred Goldberg and De Lon Harris, both of whom have had distinguished careers with the IRS.  

Tune in to hear Fred and De Lon share their thoughts, insights and predictions on the latest IRS projects and initiatives, as they talk about what's going on at the agency, new funding, enforcement priorities and tips for a more successful interaction with the IRS.

Want more? Check out this prior episode with Fred Goldberg as he shares insights from his 50 years in tax law.

💡 Featured Guest 💡

Name: Fred Goldberg

What he does: Fred is of counsel in Skadden’s Tax Group. He represents business, tax-exempt and individual clients in all phases of dispute resolution with tax authorities. A primary focus of his practice has been to resolve large and complex tax controversies related to a wide range of issues across all industries. Fred is a former IRS chief counsel, IRS commissioner and Department of the Treasury assistant secretary for tax policy. 

Organization: Skadden  

Words of wisdom: “This is the first time ever the IRS has had serious long-term funding. … But it didn't take Congress long to start taking it back.” 

Connect: LinkedIn 

Name: De Lon Harris  

What he does:  De Lon is a senior advisor for tax resolution strategies in Skadden’s Tax Group, where he counsels clients on a wide range of tax controversy matters. De Lon has over three decades of experience at the IRS, including serving in numerous executive positions. Earlier in his career, De Lon also participated in a one-year fellowship with the U.S. House of Representatives Ways and Means Oversight Subcommittee.

Organization: Skadden   

Words of wisdom: “I want to talk about what these folks that fall within that large partnership and large corporate categories should be thinking about, especially if they haven't been audited before. And the one thing they should be thinking about is they are eligible, under Revenue Procedure 2022-39, they're an eligible taxpayer that they can disclose issues that need to be adjusted without penalties, instead of having to file a qualified amended return.” 

Connect: LinkedIn 

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GILTI Conscience is a podcast by Skadden, Arps, Slate, Meagher & Flom LLP, and Affiliates. Skadden’s tax team is recognized globally for providing clients with creative and innovative solutions to their most pressing transactional, planning, and controversy challenges. The insights and views presented in GILTI Conscience are for general information purposes only and should not be taken as legal advice for any individual case or situation. The information presented is not a substitute for consulting with an attorney, nor does tuning into this podcast constitute an attorney-client relationship of any kind.

This is GILTI Conscience: Casual Discussions on Transfer Pricing, Tax Treaties, and Related Topics, a podcast from Skadden that invites thought leaders and industry experts to discuss pressing transfer pricing issues, international tax reform efforts, and tax administration trends. We also dig into the innovative approaches companies are using to navigate the international tax environment and address the obligation everyone loves to hate. Now, your hosts, Skadden partners, David Farhat and Nate Carden.

Hi everybody. Once again, Nate Carden here with David Farhat, Eman Cuyler, Stefane Victor, this is GILTI Conscience. Today, we have two great guests, Fred Goldberg and De Lon Harris from Skadden joining us. Both have extensive and distinguished careers with the IRS and are going to talk to us about what's going on at the agency, all of the new funding they're getting, enforcement priorities, and other interesting topics. Fred, De Lon, welcome to the show.

Thanks, pleasure to be here.

Thanks, Nate.

I guess, easy place to start, what's going on at the IRS?

Well, they got a lot of money, but as you know, Congress is already starting to take it away. And that might be a good place to start, because there are four takeaways. First of all, this is the first time ever the IRS has had serious long-term funding. There is no way, zero way, that a complex enterprise can be run, if you have no idea what your budget is. Now, they know, for eight or nine years, that changes everything, and it's a big deal, but it didn't take Congress long to start taking it back. They cut it from 80 to 60, and then, they cut 1.4 billion off the baseline. Then they agreed to another 20 billion.

So what's going on here? And again, there are three takeaways. If Congress and the administration decide that the IRS money is a piggy bank and start taking it away, we're going to be back where we were. And that is a disaster. What's interesting is Commissioner Danny Werfel, he's the IRS Commissioner, the way he's handling this is magnificent. He's asked about it every time. "They're taking your money away, what's going to happen?" His answer's always the same, "My job, our job, at the IRS is to use the money we have and demonstrate how important it is to the American public," and they're doing that. I know the topic today is about IRS enforcement and everything, but the service that the IRS and the leadership team is delivering is extraordinary, already.

And Fred, they're still trying to play politics with that. With the funding that House of Representatives passed recently to provide funding to Israel, they wanted to take that from the IRS, like you said, Fred, using it as a piggy bank. And I predict that's not going to stop as we move forward throughout the year. It's going to continue. But coming from a perspective, this $80 billion promise, it had been on the table for a few years before it was actually enacted, as far back as Build Back Better, it was actually in that first proposal, the infrastructure bill, it finally got in under IRA. And I can tell you, just from experience, those career executives and leaders at the IRS, they're worried, but they're forging ahead. Because you give them the dollars, this is what they've been asking for, and I know, when I was there, we would all sit around a table, knowing that money was coming, trying to figure out how we're going to use it.

And the thing that we kept saying is, "We can't screw this up. This is going to be our test and if we screw it up, we're never going to get this opportunity again." So the people there are nervous, but they have plans and they've been making those plans since way back before this was enacted and some of the things we're going to talk about today, how they're going to apply that toward enforcement. But Fred is right, there are also some things we're going to talk about today of how it affects the regular guys out there, the mom and pop operations, the small businesses, not just large businesses, and how they interact with the IRS and how they get service from the IRS. And that's a big part of it. And some of that's already in play over there and really doesn't get a lot of attention, I don't think, in the press, like you would like it to do.

Well, De Lon, to that point, let's dive into some of that, because we have tens of listeners around the world and we can talk to them about all the things that are being done currently and what's being done with the budget. And honestly, let's talk about some of those plans, because as Fred said, an organization can't function without the budget. Now that they have the budget and they're pushing forward, what are some of the things that they're doing? What are some of the things that we should look out for? And also, let's talk about what some of the things that they may not be doing yet that they should be doing.

Okay. I think we can dive in with some of those things that the listeners would be interested in, that are going to affect them. And that's some of the compliance initiatives that we've been hearing about, that IRS is putting focus on. And the first is the large foreign-owned corporations and transfer pricing initiatives. These transfer pricing...

We like transfer pricing around here,

Transfer pricing, that's going to be an issue that the IRS is, they're not ready to walk away from that issue. They've had a couple of wins, and when the IRS gets a win, they're going to go full force into that issue, and it's going to stay on the radar screen. But I think there's been news out there that they're sending out 150 soft letters to different subsidiaries of large foreign corporations. And the reason they start there is they might have that what's now around $60 billion in the bank, but they've got to get people hired, they've got to staff up, they've got to train people. That all takes time. But they can start out with a program like LB&I has been using for the past several years in their campaigns, these soft letter approaches, where they send out 150 letters. Those 150 letters, they can get people to self-correct. They could get people to come in and tell them why they don't need to self-correct. And they're able to put money in the coffers without a lot of expending of resources, while they're waiting around to get people hired.

So De Lon, for the uninitiated, how does the soft letter process work? Because some folks can say, "Well, it's not an audit. What's IRS' authority to come after me? What are they asking me for? Is it really a soft letter if it comes from the IRS?"

Yeah, it's not a Hallmark card.

Yeah, that's true. And that's right, Nate. It's not a Hallmark card. And I, just like anybody else, this year, I got a letter from the IRS, and my heart sank a little bit, even though I know that I just need to answer that letter reasonably. But these soft letters are just that. They're not really an audit. They're just sending a letter out and they're saying, "Hey, there could potentially be a compliance issue," they're pretty specific on what that issue could be, "on your return. And maybe you've ought to think about self-correcting on that issue."

And the implication is, if there is an issue that you do need to self-correct, if you don't do it, then they might follow up and come back and do it for you in the form of an audit. And the best thing for folks out there that might be the recipient of one of those Hallmark cards is to make sure that they respond to it, if they don't need to self-correct, and explain to the IRS why they don't need to self-correct. And in a lot of those cases, that I've seen in different campaigns over the years, the IRS, they don't make adjustments or pick up an audit on everybody that comes back and says, "We don't need to." If they really don't need to, they don't need to, and they move on. The whole idea is to bring in compliance in an easier way without the expension of resources.

So if I receive a soft letter and I look at it and I go, "Hey, I may need to self-correct," is there a risk of putting my head above the crowd, so I self-correct and the IRS goes, "Well, you haven't corrected enough?" Is that a possibility?

Well, I think that there's always that risk, right, that, if you're going to raise your hand, that somebody might call on you, and somebody might want to look a little bit deeper. But in actuality, the IRS is truly trying to get people compliant without expending those resources. And an audit takes a lot of resources. So in most instances, I would say, if you do a self-correction, it's going to be accepted and a full-blown audit isn't going to occur. That's what they're trying to not do. That's what the whole point of the soft letter is. It's a different way of looking at compliance, a different way of getting people to have a correctly filed return without the IRS out there expending hours and hours of time and years on an examination.

Makes sense. Talking about transfer pricing a little bit, a program that is near and dear to my heart at the IRS, APMA Competent Authority. We've heard recently that the IRS announced that they're going to be hiring a lot more folks into the competent authority function. Thinking about, I guess, this program and everything else that's happening internationally with transfer pricing, the pillars and things of that nature, is there a plan, outside of these people, to use some of these funds to enhance that program, as it looks like they're doing, and some of that data as well? Because I think that's a good area where the IRS can get some of that transfer pricing information for folks who are good actors who want to get their affairs in order with the IRS and/or other foreign jurisdictions.

David, that's a very important question, because so much of the media attention, corporate attention, lawyer attention, is on enforcement. And you're mentioning of APMA, advanced pricing mutual agreements, is part of a broader strategy the IRS has announced. And right in the midst of this very effective communications about these audits and those audits and these soft letters and all this other stuff, the IRS put out an announcement about providing greater certainty and about different ways of resolving issues. And they called out APMA, and as you said, they've announced they're going to expand the program, but they also talked about industry issue resolution, which is, if an industry has a common problem, take it to treasury in the IRS and sort it out. They've not done any of those in seven years, but they say they're going to start. Another on, years ago, they used global resolutions to resolve kinds of mass marketed transactions that the service found as problematic.

That takes the back off the tax court. It is far less expensive to do it, and you can structure them so that the folks who know they've gone over the line can get enough of a resolution, but that's all. But if the tax payer's confident, they can push it. A big one is the CAP program. And De Lon can talk about, he knows some of more of the history, but this is the IRS and the taxpayer agreeing on open issues to give the company certainty prior to the time it files its tax return, which is enormously beneficial from a financial reporting perspective.

The final one that we're already seeing, as you all know, is using guidance as a preemptive strategy, and what the treasury calls it, the guidance plan, if you go through it, you're going to find five or 10 proposals, where we're going to provide guidance on something that may already be docketed in court. I think they're going to have big problems, if it's retroactive, but if it's reasonable and prospective and as proposed and they begin to comply with the Administrative Procedures Act, but they are clearly unfolding that strategy as well. And again, if taxpayers choose to call it, "Okay, we want to do an IIR," or, "We want to get in the APMA program," this is an open invitation to accept.

Yeah, I'm glad that Fred brought these programs and especially the CAP program, the Compliance Assurance Process, because this is a program that, when I was in LB&I, the commissioner of LB&I at the time took to the deputy commissioner a plan to get rid of, dismantle, and just completely forget about the CAP program. And if you remember, there was a period of time that LB&I wasn't allowing anybody into CAP. And the reason was is the deputy commissioner at the time had the foresight to say, "Absolutely not, you're not going to dismantle this program." And there was a lot of bluster also from the outside coming into LB&I at the time, because these are programs that are not audits. But if IRS relies just on audits to make people voluntarily compliant across the country and large corporations, they're sunk. They're going to have to look at ways to work with taxpayers to stay in compliance. And these programs are an example of how that can be done. And again, less time, less resources can be devoted to these programs than what they would for an audit, hopefully.

De Lon, what were the arguments against CAP? Those that didn't support it, what was their thinking?

Those that didn't support CAP, I think, at the time, it was just merely a way to shed a program. We felt like there was a skeletal staff at the time. It was a way to shed a program, shed resources, and devote more to campaigns, which was being coming out in that same year, that CAP, LB&I was trying to shut it down, and whoever was sitting in that deputy commissioner chair at the time did have the cojones to say, "Hey, you're not going to do this, just to make it easier on the fact that we don't have enough staff to spread around."

Nate, it's really interesting, because clearly, the IRS has developed a relatively sophisticated media approach to all of this, and a number of us are getting regular calls, "Should I apply for CAP? What are the pros and cons? How to do it?" And those of us who've lived with it can talk you through that. Sometimes it doesn't make sense, but a lot of time, it does. One other program, if I can just mention it real quickly, is appeals came out with an announcement last week. And appeals is not as appreciated as it should be, in terms of its fundamental importance to tax administration.

It's the joints in the bridge, it's the bridge between exam and the courtroom and their issues about it. But they came out with this announcement that they want to sort of rebuild alternative dispute resolution mechanisms. The new leadership there, the new deputy, they are clear about post-appeals mediation, which essentially, the answer is always no these days. And the fact that they're willing to say this publicly, again, I think, is best interpreted, "This is an invitation, take us up on it." We don't know yet whether they're going to, but if we don't ask, we're never going to find out.

So Nate, actually, let me ask you a question. Someone that spent your career completely on the other side of the government. Some of us have been tainted by our time in the IRS. What is your view on some of these things? Because you've gone through the fights with the IRS on the audits and the exam and then the compliance piece, and also you've had experience with CAP, APA, and some of these other issue resolution processes. What are your views? Are you, as a practitioner, kind of skeptical about some of these? What do you think?

First of all, I'm a lover, not a fighter. I have calm disagreements from time to time with representatives of the service. Look, I think that there's a couple of different aspects to this, that need to come out, right? One is that different taxpayers have different perspectives on risk, and they also have different perspectives on what the law means. And I think all of these programs are things that should be in a tax department and tax leaders' toolkit as things to consider to get certainty in the areas that they want to get certainty. I'd also say that one of the things that I wonder about with a lot of these is whether it is going to be possible to expand them further, given, frankly, some just kind of fundamental disagreements between the taxpayer community and people on the government side about some of these really hard transfer pricing questions.

You can stare at the words, and people can read them one way, people can read them another way. And I do often think that part of the challenge is just real good faith disagreements that make it difficult for some of these programs to be successful. I think the other issue that is out there, that makes some of these programs difficult, is the complexity in the underlying law itself and the amount of time that it's going to take to educate a CAP team or the folks on the IRS side about how all of these different provisions, whether it's transfer pricing or subpart F or treaty qualification or anti-hybrid or your favorite BEAT or GILTI or foreign tax credits, how do they all interweave together and tell us that there is or isn't risk there?

And how much risk is really there? And what's really worth a significant disagreement about and what's not? And that actually gets back to one of the things that I was wondering about with a lot of these campaigns, initiatives, expenditures, et cetera, which is, where, De Lon and Fred, do you think that training about the law comes into this for folks on the IRS side?

Well, Nate, I think you're absolutely right as far as that lag of time that the people in the service have with what they're working on day to day versus what a practitioner does on the outside when they're dealing in the here and now and, like you said, immersed in that law and those issues, and the IRS is always a couple of steps behind. I think they put a lot of time and effort into training after TCJA, but that training that you put a lot of time into, a person sets through that training and it was extensive training, but then, they go away to work on their audits and they don't have that issue pop up for two or three years down the road, sometimes longer. What sort of knowledge were they able to retain from that training? So I think the IRS is committed to training, refresher training CPEs throughout the year to provide information and knowledge to those revenue agents out there that are working those audits.

I just want to take another moment to talk about one of the things that they're trying to do, and we've talked about this before, is in their hiring efforts of new revenue agents. Back when I was hired as a revenue agent in 1985, I was right out of college with an accounting degree. I'd taken one tax class in college. And so, I relied on the IRS to do my training when I got there. And it takes about two to three years to get a revenue agent fully trained just on basic tax law, to get them out there working small cases, let alone large corporate and partnership work. It takes many years to get them to that level. So what they're doing in the recruiting process, especially in LBI, is they're trying to target people on the outside that have worked day-to-day in tax for the past five to 10 years, or kind of mid-level career, that want to make a switch and come over.

Now, that's a big ask, and they know that that's a daunting thing to try to lure people over from the outside, where they're making significantly more money. So they're trying different aspects to get in there. Some people want a different sort of work-life balance, where they have fewer hours, if they go to the government. They have extended leave that they can use. So they try to play on that. But one of the things that they did this year that I found interesting was they offered to pay off a significant amount of their college loans, which IRS has never done that in the years that I was there, offered to pay off college loans. And I know we were talking about that before I left as an incentive to get people to come over. And I think maybe they're really trying to get those people that can hit the ground running, and then, they can just train them on procedures at the IRS, as opposed to tax law. And they can bring ideas with them. So that's a couple of ways that they're trying to go about it.

If you go back to appeals, appeals has launched a major recruit from the private sector effort. The Chief Council's Office did that. Exam has been doing it from the beginning. But what a terrific job. I think that you've touched on at least what I think are the three most significant threats to all of this. One is that, if the agent response, is we better propose big adjustments just to prove it's working. I think that is a real risk and something you don't know how that's going to be monitored. It has to be supervisor engagement. The second risk is where agents see something that really bothers them. So the culture is audit, appeals, litigate. The culture is not raising a hand saying something is screwed up here. And the higher you get, the bigger this stuff comes, the more often that is going to be the case.

Then the question is, who owns it? "Treasury does policy. They own it, bring them in." And that is not how the system works. The third, and Nate, you and I have talked about this, the tax system is now so screwed up, fundamentally screwed up, in terms of how it thinks about international tax in the 21st century. And who knows who can do anything about that? What's interesting is 2025, because everything stops and it is a window, if you are a hardwired genetic optimist to say, "Maybe folks will try to rationalize and simplify some of this." You can now put me back in my cage, but that's just what I think.

Fred, to some of those points you raise, what's the openness at the service to have conversations with the advisor or taxpayer community? Because some of these things, the education, so on, can be sped up, just by having some direct conversations, as, "Listen, this is what we're looking at. These are the things we're concerned about." And the service can say the same. And just have some of that interaction to get folks on the right paths. Now, you don't have to leave that conversation coming to an agreement, but at least have each side lay out what they think their challenges are.

David, the campaigns, my personal view is that was mishandled from day one. "You guys are jerks and bad guys. We're going to come get you with no interest in, what's going on here. What are you thinking?" And the answer is, in some of those cases, it was jerks doing bad stuff, but in other cases, it was much more complex. And as a one trick pony, my view is this is a point in time where we can call the service and treasury out about, "Let's talk about it."

So how does the IRS funding influence public perception and confidence in the tax system?

That's an interesting question, but I think part of that goes to, Fred and I were talking earlier today about the politicalization of issues, it's everywhere we look nowadays. It's not just the tax system that's politicized. Everything that the funding for what's going on overseas, it's the federal budget. It's everything that's happening. Anytime anybody is charged of any wrongdoing, it's politicized in some way or the other. We just can't get away from it. So Stefane, it's those things that Fred and I have been talking about that the IRS needs to do a better job in publicizing all the good things that they are doing to help the taxpayer service aspects, of whether it's filing returns, getting answers, all those things.

What tips do you have for taxpayers to make their interaction with the IRS as successful as possible and as smooth as possible? And I think this could be applicable both to, of course, multinational entities, but also small businesses.

I'm glad you asked that, Eman. Fred and I talked about that a little bit earlier. I said, "If we have time today, I do want to talk about what these folks that fall within that large partnership and large corporate categories should be thinking about, especially if they haven't been audited before." And the one thing they should be thinking about is they are eligible, under Revenue Procedure 2022-39, they're an eligible taxpayer that they can disclose issues that need to be adjusted without penalties, instead of having to file a qualified amended return. And the IRS should be notifying those taxpayers in writing that they qualify under the rev proc to identify any issues that might need to be adjusted. And if they're not being identified, they should be self-identifying to the IRS. And some of the other tips is always be transparent in your interactions with the IRS.

Ask for that first meeting, to set the tone, to set the rules of engagement for the audit. Talk about how you want IDRs to be issued. You need to really sit down with the IRS, lay out with them exactly how you envision the audit going, how you need to respond to IDRs. Everybody needs to be in agreement right up front, so you can always fall back on that agreement, if somebody is not acting in good faith. So I think there's a lot of things that people need to do. Number one is build your team on the audit side. "Do you need somebody to represent you? Who is going to be the folks that's going to interact with the IRS? Have those folks identified?" So there are no questions who IRS needs to go to, that they're not just going to different people in the tax department walking around, just trying to get an answer, that you have all of this laid out right up front.

If I put on my private practitioner skeptic hat for a minute, one of the questions I could imagine listeners out there saying is, "How do I avoid being the chump? I'm going to be the one that's going to be transparent. I'm going to be the one that's going to be cooperative. I'm the one that's going to educate my team. How do I just not end up being the person that gets laughed at, because I've got the giant adjustments and everybody who stonewalled didn't?" What would you tell that person?

I think it's a valid question, Nate, and I think my response to that, both while I was at the service and out of the service, is sometimes being the first to put your hands up helps set the understanding of how an issue should be dealt with. So you'd much rather be in a situation where you're in an industry and you walk in a room. And the examiners, APMA team, appeals, anyone else said, "Well, we've seen these cases before and they did it this way. You're doing it that way." Why? You'd much rather be the this way than the that way. And it comes into Fred and De Lon's point about working collaboratively. What I've found, while being at the service and being outside the service, folks there understand the rules. They're technical, just as good as anyone else on the inside or the outside. The disadvantages, they're not as familiar with the taxpayer as the taxpayer and the taxpayer's reps are, just because you don't have that information.

So sometimes, there should be some handholding and some anticipation that, "Hey, I'm going to teach the IRS with the tax authority about my business. I'm going to tell them what we do. I'm going to tell them what our priorities are. I'm going to tell them the non-tax reasons we did some of these things that may look fishy." Like Fred said, people don't always go into partnerships just because they want to avoid an audit.

So having those conversations and being transparent and letting people and building that relationship can be helpful. So if you do that, the folks that stonewall, all of a sudden, start to look like they have something to hide. So even if they don't have something to hide, if the IRS starts seeing a difference in how those folks that stonewall do things than the way the people who have talked to them do things, all of a sudden, you might be in for a lot of pain, just because you don't do it the way that we understand. You don't do it the way that the people who talk to us do it. And I think that is a reasonable bias for a tax authority to have, because they don't have as much information as a tax payer.

As we start to approach the end of what I think has been a fascinating discussion, I guess that prompts me to ask an even bigger question to all of you really. But from a high level and a more boots on the ground level, are we asking the IRS to do too much? De Lon, you're talking about a political sort of objective like, "Let's go after this group of people or that group of people," or the kinds of programs that we ask them to administer or the refinements in the tax code that are designed to achieve certain policy objectives and add enormous complexity. Is it just too much in the tax system and in the politics of the tax system for the agency to realistically handle? Because that's what scares me is that they just have an impossible job and will consistently get beat up for it. Is that a fair worry?

Nate, that goes me back to where I started. The IRS can do it, if you fund them to get the job done right. And that includes training, it includes leadership, that conveys the message, "No, you are not being rewarded for the size of your proposed adjustment. Stop talking about that as yield, because proposed adjustments... In other words, you can do this." And based on my dealings with the folks I still deal with, I believe that most of the folks, not all, but most of the folks, most of the leaders have a pretty clear picture of where they want to get. But it's going to take time. You can't say, "Well, we're going to change the entire Skadden culture in six months." It doesn't ever happen. That's why the time is so important. But when you look to most of the leadership there, my judgment is they get it. They know what needs to be done. They know absolutely that they are not there. And I think this is the last shot, 10 years. I realize that may not be the answer you want, but that's my view.

No, I think it's the last shot too. And my answer is no, Nate, I don't think you're asking the IRS to do too much with the 80 billion now, $60 billion. Because what we're talking about is providing customer service, good customer service, being able to resolve issues quickly, being able to focus on high risk, non-compliant taxpayers in the compliance area in the audits. I don't think those are too much to ask of the IRS, but like Fred said, you have to fund them. Well, now they've been funded, so now, we sit back and watch and see where it's going to go. Now, have there been times that... Just examples, the IRS is asked a lot of times to deliver programs that aren't necessarily tax programs. Who delivered all of those economic impact payments? The IRS did. Do you know why they did? Because the IRS could do it.

They had the ability to do it, but they had to pull a lot of people. They were funded for that. They were given additional funding to do it, but also had to stop doing other things along the way. So the IRS has always been asked, during my career there, to do things that weren't necessarily tax administration, and always did it and always did it well and did it on time. However, the things that they're being asked to do with that $60 billion, I don't think it's too much, but now, the proof is going to be in the pudding. What is it going to look like five years down the road, 10 years down the road?

Well, De Lon and Fred, thank you so much for this. I think we're going to close on that one, understanding that the IRS is a thankless job, it sounds like. They have to do the almost impossible. We know they can do it, but will we allow them to do it? Thanks so much for the time. This has been great. Everyone, once again, this has been GILTI Conscience.

Thank you for joining us for today's episode of GILTI Conscience. If you like what you're hearing, be sure to subscribe in your favorite podcast app, so you don't miss any future conversations. Skadden's tax team is recognized globally for providing clients with creative and innovative solutions to their most pressing transactional, planning, and controversy challenges. Additional information about Skadden can be found at skadden.com.