Edward F. Rover's broad tax practice over a 50-year period at White & Case has involved compensation planning; mergers, acquisitions and corporate restructurings; challenges to the Internal Revenue Service; representation of tax-exempt organizations and fiduciaries; tax planning for non-US individuals and corporations and estate planning.
A significant portion of his practice focused on the design and implementation of compensation contracts and practices, especially in the context of corporate transactions. He represented many Chief Executive Officers of public corporations. Mr. Rover has been instrumental in designing and implementing worldwide incentive compensation practices for many global companies. He represented numerous public companies in their compliance with Section 162(m) (million dollar limit) and Section 280(G) (Golden Parachutes rules) of the Internal Revenue Code, Section 16(b) of the Securities Exchange Act of 1934, and the registration requirements of the Securities Act of 1933.
His successful challenges to Internal Revenue Service efforts to impose additional taxes after audit have resulted in the total elimination for clients of proposed multimillion dollar deficiencies resulting from attempts to disallow expenses incurred in resisting a hostile takeover, reallocating income between foreign and domestic corporations and disallowing depletion deductions by reason of the allocation of interest expense.
An advisor to foreign and domestic entities on tax-advantages methods for acquiring and disposing of businesses, he represented Dun & Bradstreet in the sale of its multinational publications group, and Newmont Gold Corporation in its joint venture in Uzbekistan. In addition, he has advised on tax and other aspects of the restructuring of various entities, including the Newmont Mining-Newmont Gold recapitalization, the Bridge Oil recapitalization and the creation of Transtar Holding Partnership. Working with the Eastern European offices of White & Case, he has also structured investments to comply with the newly emerging tax laws of the Czech Republic, Hungary, Poland and Russia. Mr. Rover also counsels non-resident alien individuals and corporations in connection with their worldwide investments and the structuring of the ownership and control of entities.
Mr. Rover represents a number of privately held business enterprises on both corporate and tax matters. He has pioneered the use of Limited Liability Companies as vehicles for activities usually carried on in other forms, and has been a member of the bar association committees instrumental in creating the Limited Liability Partnership.
Active in the representation of tax-exempt organizations, Mr. Rover serves as primary outside counsel to public charities and private foundations. He serves as special counsel to tax-exempt organizations on such issues as unrelated business income tax, sophisticated investments and program-related investments. He is a founding member of the Washington, DC Foundation Lawyers' Group and has worked on all major legislation affecting private foundations since the Revenue Act of 1969.
Mr. Rover serves as personal adviser and estate planner to a significant number of high net worth individuals and as an adviser to corporate and individual fiduciaries. He was retained by corporate fiduciaries to challenge, under the US Constitution, the imposition of state income taxes on certain trusts.
Since January of 2004, he continues a limited practice while serving as the President of the Dana Foundation. And since 2009 as its Chairman, President and CEO.