Bozena M. Diaz

Bozena (Bonnie) has over 20 years of experience advising on the federal income tax aspects of mergers and acquisitions, spin-offs, and other divestitures. She regularly counsels clients on tax aspects of business and real estate joint ventures, restructurings and workouts, and taxable and tax-free reorganizations. Bonnie’s practice spans the full lifecycle of transactions. In addition, a significant portion of Bonnie’s practice is devoted to international tax, including inbound and outbound planning, foreign tax credit optimization, Subpart F and GILTI compliance, withholding tax issues, FATCA, treaty interpretation, and structuring for controlled foreign corporations (CFCs) and passive foreign investment companies (PFICs). She also counsels on complex tax reporting matters such as 1099 and payroll compliance, PTEP calculations, and IRS disclosures.

Bonnie also regularly works with clients in the renewable energy sector, where she advises developers, investors, and project sponsors on the tax aspects of renewable energy transactions, including tax equity flips, power purchase agreements, and lease arrangements. She also has significant experience in structuring Qualified Opportunity Zone Fund investments for a range of clients and has been a frequent speaker on the subject for industry groups, bar associations, and real estate professionals. 

In the area of tax controversy, Bonnie has significant experience with representing clients before the IRS and state taxing authorities in audits, appeals, and voluntary disclosure matters. She has successfully negotiated significant reductions in federal and state tax liabilities on behalf of her clients.

In addition to her transactional tax experience, Bonnie regularly advises clients on the design, implementation, and compliance of qualified retirement plans (including 401(k) and pension plans), welfare benefit plans, and cafeteria plans, and represents plan sponsors in EPCRS submissions and negotiations with the IRS and the Department of Labor. She regularly counsels clients on ERISA fiduciary responsibilities, COBRA, and employee benefit issues in M&A transactions, including with respect to whether a transaction triggers the golden parachute payments under Section 280G, and addressing such issues through full or partial gross-up, valleys, and safe-harbor cutbacks. Her executive compensation work includes drafting and negotiating executive employment agreements and a variety of nonqualified deferred compensation plans and agreements, focusing on compliance with Section 409A, change-in-control provisions, and tax implications of compensation payments.