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Douglas W. Charnas

Partner

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Practices
Industries
Education
  • Georgetown University Law Center, Master of Laws in Taxation, 1983
  • Case Western Reserve University School of Law, JD, 1978
  • Ohio University, AB, summa cum laude, Phi Beta Kappa, Honors Tutorial College, 1975
Admissions
  • District of Columbia
  • Ohio
  • U.S. Supreme Court
  • U.S. Tax Court
Affiliations

Member, Section of Taxation; Section of Business Law, American Bar Association

Member, Section of Taxation; Section of Estates; Trusts and Probate Law, District of Columbia Bar Association

Member, American Health Lawyers Association

Member, The Center for Association Leadership (ASAE)

Secretary and Treasurer, J. Edgar Murdock Inn of Court (U.S. Tax Court)

Founder, Washington, D.C. Subchapter S Study Group

Director, Secretary, and General Counsel, S&R Foundation, 2001-present

Former Member and Secretary, Ohio University Honors Tutorial College Board of Visitors, 2005-2012

Secretary and General Counsel, Divino Amore Foundation, 2004-present

Regional Vice President, Alumni Affairs, Case Western Reserve University Law School, 1989-2005

Secretary and General Counsel, James J. Norris Foundation for Migrants and Refugees, 1995-present

President, Young Adult League, St. Katherine Greek Orthodox Church, 1985-1987

Print

Doug advises businesses on a broad range of individual, corporate and partnership matters, including business formations, operations, acquisitions, reorganizations, taxes and controversies with the Internal Revenue Service and the Justice Department. He represents clients in a wide range of industries, including healthcare, retail, motor fuels and professional services. He has extensive experience advising business owners on succession and complex estate planning issues and representing nonprofit organizations on an array of legal issues, including tax, governance, compensation and business transactions.

In addition to training associate lawyers through the firm’s mentoring relationships program, Doug is an adjunct professor at Georgetown Law Center, where he teaches a course on S corporations and limited liability companies in the LLM program in tax. He also teaches a course on S corporations and limited liability companies to IRS lawyers nationwide through the Georgetown University Law Center/IRS Office of Chief Counsel Continuing Legal Education Program. He is a frequent contributor to legal updates and client briefings distributed by McGuireWoods. He co-authored and edited a comprehensive handbook for tax-exempt organizations regarding public disclosure requirements, as well as a handbook for independent insurance agents regarding business structures and taxation.

Doug is a member of the ABA Section of Taxation and Section of Business Law; the D.C. Bar Section of Taxation and the Estates, Trusts, and Probate Law Section; the J. Edgar Murdock Inn of Court, where he currently serves as secretary and treasurer; and The Center for Association Leadership (ASAE). He is general counsel to, and a director and secretary and treasurer of the S&R Foundation; general counsel to and secretary of the James J. Norris Foundation for Migrants and Refugees and the Divino Amore Foundation; and general counsel to the National Catholic Community Foundation and the Bill Raskob Foundation. He is a former member of the Board of Visitors of the Ohio University Honors Tutorial College and a former regional vice president of alumni affairs of Case Western Reserve Law School.

Before joining private practice, Doug was acting assistant to the chief counsel for the IRS, the lead IRS lawyer for the Windfall Profit Tax, and a senior attorney/advisor in the Legislation and Regulations Division.

While attending Ohio University, Doug was a member of Pi Gamma Mu, National Honorary Society for the Social Sciences, and a recipient of the Phi Beta Kappa Award for Studies in Classical Greek.

vCard
T: +1 202 857 1757F: +1 202 828 2980dcharnas@mcguirewoods.com2001 K Street N.W.
Suite 400
Washington, DC 20006-1040

Represent national real estate company in sale of the majority of its portfolio of real estate assets.

Represent principal owners of international German manufacturing company on U.S. tax matters involving investments in the United States.

Represented owners of privately held Swiss corporation in sale of stock to publicly traded U.S. corporation.

Represented owners of U.S. pharmaceutical company in initial public offering.

Represented nationally recognized charitable organization in sale of its publishing business to international publishing company.

Represented nationally recognized charitable organization in sale of its publishing business to related nationally recognized trade association.

Represented oil and gas S corporation in tax-free reorganization to strip assets from corporation in anticipation of stock sale. Obtained first private letter ruling from the IRS for this type of transaction.

Represented national real estate company in obtaining the first private letter ruling of its type from the IRS holding that three buildings could be treated as one for purposes of the new market tax credit.

Represented retail motor fuel outlet industry in IRS Industry Issue Resolution Program to favorably resolve depreciation issue for canopies.

Represented telecommunication company in IRS examination of worker classification of more than 200 independent contractors.

Represented industry leading company in IRS investigation into whether the company aided and abetted its customers in avoiding tax. Proposed penalties could have exceeded $1 billion. IRS eventually dropped the investigation.

Recipient, Georgetown University Vicennial Medal, 2012

Recipient, Incentive Award for High Quality Performance, Office of Chief Counsel, Internal Revenue Service, 1982

Co-author, "Can a Bankruptcy Trustee Avoid an Election to be Treated as a Corporation," Journal of Taxation, August 2012
Co-author, "IRS Announces New Voluntary Program for Resolving Worker Classification Issues," Practical U.S./Domestic Tax Strategies, August 2011
Co-author, "IRS Rules that 'F' Reorganization Can Be Used to Strip Retained Assets Before Sale," Practical U.S./Domestic Tax Strategies, February 2011
Co-author, "Reform Brings Big Changes to Life Sciences Sector," National Law Journal, July 26, 2010
Co-author, "HIRE Forms Issued by IRS," Federal Employment Law Insider, May 2010
Co-author, "Stimulus Act Provides Extensive Tax Incentives for Renewable Energy," Practical U.S./Domestic Tax Strategies, February 2009
Co-author, "IRS Identifies New 'Transaction of Interest' Requiring Disclosure by Taxpayers and Material Advisors: Subpart F Income Partnership Blocker," Practical U.S./International Tax Strategies, December 2008
Co-author, "IRS Identifies Tier III Issues for Industry Issue Focus Program," Practical U.S./Domestic Tax Strategies, September 2008
Co-author, "IRS Issues S Corporation Guidance on Formation of Holding Company Structure," Practical U.S./Domestic Tax Strategies, March 2008
Co-author, "IRS Identifies Loss Importation Transaction as Prohibited Listed Transaction," Practical US/International Tax Strategies (Vol. 11, No. 12), June 30, 2007
Co-author, "IRS Releases Informal Memoranda on FIN 48," Practical US/Domestic Tax Strategies (Vol. 7, No. 6), June 2007
Co-author, "IRS Develops Formal Instructions for Field Personnel to Resolve Key Compliance Issues," Practical US/International Tax Strategies (Vol. 11, No. 5), March 2007
IRS to Increase Worker Classifications Cases Referred by States, May 16, 2013
Federal Court in California Holds Federal Definition of "Marriage" Unconstitutional, May 25, 2012
Common Cause Challenges American Legislative Exchange Council's Tax-Exempt Status Using Whistleblower Provisions, May 4, 2012
IRS Reopens Offshore Voluntary Disclosure Program for U.S. Persons with Undisclosed Foreign Financial Accounts, January 10, 2012
Reminder: New California Law Regarding Worker Misclassification is Effective Jan. 1, 2012, December 14, 2011
IRS Announces New Voluntary Program For Resolving Worker Classification Issues, September 21, 2011
IRS and DOL Sign MOU to Address Worker Classification, September 20, 2011
Adjunct Professor Held an Employee; Teaching Expenses Subject to 2% Floor, September 19, 2011
IRS to Impose Trust Fund Recovery Penalty on Payroll Service Providers, July 12, 2011
New Guidance Regarding FBARs and Offshore Voluntary Disclosure Initiative, June 21, 2011
IRS Posts List of Organizations That Lost Tax-Exempt Status and Announces Procedures for Reinstatement of Exemption, June 10, 2011
8th Circuit Holds Business Owners Personally Liable for Payroll Taxes, April 6, 2011
IRS Rules that "F" Reorganization Can Be Used to Strip Retained Assets Before Sale, March 15, 2011
Obama Administration's Revenue Proposals Address Worker Misclassification, February 16, 2011
IRS Announces New Offshore Voluntary Disclosure Initiative for U.S. Persons with Undisclosed Foreign Financial Accounts, February 14, 2011
Obama Administration to Propose Increase in Federal Unemployment Tax Act Wage Base for Employers, February 11, 2011
IRS Begins Examinations of HIRE Act Payroll Tax Exemption, February 9, 2011
Recent Legislation Cuts Payroll Taxes for Most Workers, January 27, 2011
New IRS Voluntary Disclosure Program on the Horizon for U.S. Persons with Undisclosed Foreign Financial Accounts, January 27, 2011
Preliminary Compromise to Extend Bush Tax Cuts and Cut Payroll Taxes for Workers, December 7, 2010
The Department of Labor and IRS Continue to Examine Worker Classification Issues, November 29, 2010
White House Backs Worker Classification Bill, September 22, 2010
Revised Form 941-X for HIRE Act Payroll Tax Exemption, September 16, 2010
Failure to Pay Over Payroll Taxes Could Land You in Jail - Part III, September 3, 2010
Congress Considers HIRE Act Extension, August 27, 2010
IRS Issues HIRE Act Guidance on Self-Employed Individuals and More, August 6, 2010
IRS Notes Errors on Payroll Tax Returns Seeking HIRE Act Benefits, July 9, 2010
IRS National Research Project Includes Exempt Organizations, June 22, 2010
Private Foundation Grants to Public Charities Engaged in Advocacy on Environmental Issues, June 18, 2010
Revised Form 941 for HIRE Act Payroll Tax Exemption, May 18, 2010
IRS Issues Additional FAQs for HIRE Act, May 6, 2010
IRS Launches Employment Tax NRP (Forms 941), April 29, 2010
Proposed Federal Legislation Seeks to Remedy and Penalize Worker Misclassification, April 27, 2010
IRS Issues Revised Forms W-2 and W-3 for HIRE Act Changes, April 21, 2010
IRS Issues HIRE Act Final Form W-11 and New Q&As, April 8, 2010
IRS to Issue Hire Act Final Form W-11 Week of April 5, April 2, 2010
Release or Withdrawal of Federal Tax Lien - Which Is Better?, April 2, 2010
IRS Issues Draft Form to Certify Qualified Employees Under HIRE Act, April 1, 2010
HIRE Act Provides Tax Breaks for Hiring Unemployed Workers, March 19, 2010
FICA Tax on Severance Payments Questioned, March 18, 2010
Government Accountability Office Releases Study on College and University Endowments, February 26, 2010
NY Legislation Would Presume Construction Workers are Employees, February 17, 2010
Citizens United Changed Landscape: May Produce Some Landmines For Nonprofit Organizations, February 10, 2010
IRS to Begin Employment Tax Examinations (Forms 941), February 4, 2010
Failure to Pay Over Payroll Taxes Could Land You in Jail - The Sequel, February 4, 2010
IRS Starts University Audits, January 29, 2010
Haitian Disaster Relief, January 19, 2010
Proposed Legislation Likely to Classify More Workers as Employees, January 7, 2010
DOJ Steps up Financial Crimes Investigation Efforts - IRS Cracks Down on Overseas Accounts, December 4, 2009
Expanded Loss Carryback Rules Create Tax Planning Opportunities, November 25, 2009
IRS Rules Three Buildings May be Treated as One for New Markets Tax Credit Purposes, August 21, 2009
IRS Takes Aim at Employment Tax Returns (Forms 941), July 22, 2009
FBAR Update: IRS Delays Due Date in Certain Circumstances, June 26, 2009
Reports of Foreign Financial Accounts Due to IRS by June 30, June 19, 2009
IRS Issues New Guidance for Claiming ITC for Renewable Energy Projects, June 8, 2009
Executive Compensation Limits under the ARRA: A Sign of Things to Come for Not-for-Profit Healthcare Organizations?, March 12, 2009
Stimulus Act Provides Significant Tax Incentives for Renewable Energy, February 25, 2009
IRS Issues Long Awaited Hospital Study, February 18, 2009
Stimulus Bill Reduces Recognition Period for S Corporation Built-in Gains, February 13, 2009
IRS Identifies New "Transaction of Interest" Requiring Disclosure by Taxpayers and Material Advisors: Subpart F Income Partnership Blocker, January 8, 2009
Charity Case Standards are Key Issue on Senator Charles Grassley's 2009 Health Care Agenda, December 29, 2008
Final Treasury Regulations Limit Shareholders' Use of Open Account Debts to Absorb S Corporation Losses, December 8, 2008
IRS Identifies New "Transaction of Interest" Requiring Disclosure by Taxpayers and Material Advisors: Sale of Charitable Remainder Trust Interests, November 5, 2008
Failure to Pay Over Payroll Taxes Could Land You in Jail, September 25, 2008
IRS Identifies Tier III Issues for Industry Issue Focus Program, September 23, 2008
Tax Court Holds That AMT Rule Overrides Treaty Provision, May 6, 2008
Legislation Proposed to Modify Rules Regarding Employers' Classification of Individuals as Independent Contractors, May 1, 2008
IRS Issues S Corporation Guidance on Formation of Holding Company Structure, March 12, 2008