Cathryn R. Benedict

  1. People /

Cathryn R. Benedict

Cathryn R. Benedict

Partner


St. Louis
  1. People /

Cathryn R. Benedict

Cathryn R. Benedict

Partner


St. Louis

Cathryn R. Benedict

Partner

St. Louis

T: +1 314 259 2146

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Biography

Cathryn Benedict is a member of the Tax Advice and Controversy Group and Tax Exempt and Charitable Planning Team. Ms. Benedict’s transactional practice includes representing public and private companies in taxable and tax-free mergers, acquisitions, dispositions, reorganizations, and restructurings, and analysis of domestic and international tax issues associated with such transactions. Ms. Benedict’s federal tax controversy experience includes representation of business entities before the Internal Revenue Service with respect to matters relating to acquisitions, partnerships, restructurings, and research credits. In addition, Ms. Benedict has experience assisting nonprofit organizations with formation under state corporate law and qualification for tax exempt status under Section 501(c) of the Internal Revenue Code.

Ms. Benedict has prior experience as in-house counsel with responsibility for state and federal income tax matters for a Fortune 500 company.

Civic Involvement & Honors

  • Washington University Journal of Law & Policy, Primary Editor, 2011
  • Best Lawyers' (Tax Law, 2023)

Professional Affiliations

  • American Bar Association, Section of Taxation
  • Missouri Bar Association
  • Bar Association of Metropolitan St. Louis

Admissions

  • Missouri, 2011

Education

Washington University, LL.M., 2011

Washington University, J.D., magna cum laude, 2011

University of Florida, B.S., cum laude, 2007

Related Practice Areas

  • Tax Advice & Controversy

  • Sports & Entertainment Contract, Endorsement & Celebrity Representation Practice

  • Anti-Doping Practice

  • Sports & Event Venue Real Estate Infrastructure and Operation

  • Naming Rights & Sponsorship Practice

  • Sports & Entertainment M&A Practice

  • Sports & Entertainment Litigation Practice

  • Sports & Entertainment Specialty Counseling Practice

  • Entertainment Industry Practice

  • Sports & Event Financing

  • Collegiate Sports Practice

  • Olympic & National Governing Body Practice

  • Professional Sports Team Practice

  • Real Estate

  • Tax & Private Client

  • Sports & Entertainment

  • Broker-Dealer and Investment Advisor Regulatory Enforcement, Disputes and Investigations

  • Healthcare & Life Sciences

  • Strategic Alternatives & Corporate Reorganization

  • Real Estate Tax

  • Corporate

  • Litigation & Dispute Resolution

Experience

Ms. Benedict’s transactional experience includes representation of:

  • Publicly-traded healthcare REIT in its acquisition of a REIT specializing in skilled nursing facilities in a stock-for-stock merger for $3.0 billion
  • Publicly-traded Fortune 100 health care company in parallel divestitures of three significant business units for a combined purchase price of over $300 million
  • Publicly-traded Fortune 1000 chemical and biotechnology company in its acquisition of a private company engaged in producing and marketing antibodies for in vitro diagnostic use for $170 million
  • Private equity firm in multiple acquisitions of privately-held technology companies, including cross-border transactions
  • Private equity firm in its sale of a portfolio company, a provider of technology-enabled services in the marketing research and intelligence market, to Netherlands-based private equity group

Resources

Publications

  • Co-Author, “Is the Price Right? Rethinking Change of Control Payments and the Value of NOLs Post-Tax Reform,” Bloomberg Law’s Tax Management Memorandum, June 29, 2018

Speaking Engagements

  • Co-Speaker, "International M&A and Internal Restructurings with an Eye to Tax Reform:  Do Boxes Still Matter?" St. Louis International Tax Group’s 16th Annual International Tax Training Seminar, October 26, 2017
  • "Contingent Liabilities and Deferred Revenue in M&A Transactions," Tax Executives Institute, St. Louis, Mo., Nov. 17, 2015

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On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “Act”),1which aims to mitigate climate change, lower health care costs, and reduce the national deficit. The Act’s spending measures are funded by imposing additional taxes on corporations, including a 1% excise tax on certain share repurchases (the “Excise Tax”). The Ex­cise Tax was originally included in President Biden’s “Build Back Better”legislative package as both an entirely new source of revenue and as a means to en­courage corporations to reinvest in their business and employees rather than repurchase shares.2Proponents of the Excise Tax also sought to address perceived tax avoidance at the shareholder level effected by the use of a corporation’s earnings to reacquire its shares rather than make dividend distributions.3Originally projected to generate $124 billion over 10 years, in the weeks preceding enactment, the Joint Committee on Taxation revised its prior projection, estimating that the Excise Tax will generate $74 billion over 10 years.4 As further discussed below, the broad statutory lan­guage, coupled with its sparse legislative history, could lead to unexpected applications of the Excise Tax outside of its presumed purpose. This article ex­amines the statutory elements of the Excise Tax, ex­plores the breadth of transactions to which it may ap­ply and identifies areas in need of regulatory guidance from the IRS and Treasury. An example is also in­cluded to illustrate the tax impact of a special divi­dend as compared to a share repurchase. Originally authored an article published in Bloomberg
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