Five Questions With Jones Day Partner-in-Charge Colleen Laduzinski

Bloomberg Tax Insights & Commentary is featuring a recurring questionnaire of prominent tax professionals who are willing to share their thoughts about their work and the practice of tax these days. Today we feature Colleen Laduzinski, who is the partner-in-charge of Jones Day’s Boston office.

What was the last thing you believed beyond a reasonable doubt?

Being a transactional tax lawyer isn’t boring. Most of us don’t do tax returns or tax compliance. We probably will never do the same thing or be asked the same question twice, and we use our creativity in solving problems and devising innovative structures across a variety of transactions.

We also bounce issues off each other and engage in healthy debate, and we might stare at the ceiling for long periods of time analyzing issues. But what’s important is that we answer the tax questions presented to us by clients, bankers, corporate lawyers, other tax advisers, and by the facts and the transaction itself.

There usually is no prescribed formula or way to present our analysis—it can be a short email or conference call, a long memorandum or reasoned opinion, an excel spreadsheet, a structure chart or step plan, or a markup of an agreement.

We must clearly communicate in the simplest of terms the results of our analysis to stakeholders in the transaction who aren’t tax lawyers. That way, the issues can be understood, evaluated from a business perspective and quantified, and an assessment and allocation of risk can be made.

What was the biggest lesson you learned in your early years of practice?

Start researching any tax question by reading the Internal Revenue Code and Treasury Regulations first, then cases and rulings. Only then is it wise to look at the secondary sources. This is the best way to learn, understand, and recall the tax law.

To the extent you resort to or rely on any secondary sources, always check the primary authorities to confirm the accuracy. This lesson should equally apply with using artificial intelligence for tax research.

What was the most memorable case you’ve worked on?

I’ve been working on some complex matters where US companies that are affiliated with non-US companies evaluate options for a global debt restructuring beyond a traditional Chapter 11 bankruptcy filing.

For example, debtors may seek relief under certain foreign statutory regimes for restructuring debt, such as the UK scheme of arrangement, the Dutch WHOA, or the German StaRUG. This strategy has become more prevalent following the US Supreme Court’s Purdue Pharma decision that limited the availability of third-party releases in the US.

To preserve the availability of favorable US bankruptcy tax provisions and to protect debtors’ assets, I’ve been working with bankruptcy, restructuring, and tax colleagues across multiple jurisdictions to devise novel structures. This includes coupling the judgment obtained in the foreign statutory proceeding with a Chapter 15 recognition order issued by a US bankruptcy court recognizing the results of the foreign statutory proceeding, including the discharge of the debtor.

These cases are interesting and memorable because many of these foreign restructuring statutes are new, and the matters require cross-practice, cross-jurisdictional expertise on a global scale.

What is the biggest challenge that tax practitioners are facing in 2026?

Global tax reform has taken hold across many non-US jurisdictions through Pillar Two, which sets a new minimum tax rate of 15%. Tax practitioners must now navigate the differences between that landscape and the existing and evolving tax rules in the US which, significantly, hasn’t adopted Pillar Two. This is important during planning for multinational groups of corporations with US parents and foreign subsidiaries across multiple countries.

In addition, European countries have implemented withholding taxes on payments made to entities in so-called non-cooperative jurisdictions, such as offshore tax havens. The jurisdictions considered non-cooperative vary and depend on the lists used by the country from which the payment is made.

Whether withholding taxes or other punitive measures only apply to fixed, determinable, annual, or periodic income payments such as interest or dividends—or also apply to payments of other amounts—also seems to vary by country.

What tax issue keeps you up at night?

When a flow-through entity—such as a partnership or limited liability company treated as a partnership or a disregarded entity for tax purpose—recognizes cancellation of debt income, that cancellation (known as CODI) is taxed at the level of the investors, not at the entity level.

Certain Internal Revenue Code exclusions for CODI, recognized in a bankruptcy case or to the extent of a debtor’s insolvency, generally are tested at the investor level. This contrasts with how the tax code applies the available CODI exclusions at the entity level in the case of a corporation or an LLC taxed as a corporation.

This can be a real surprise to investors in a flow-through entity that undergoes any type of distressed debt restructuring that triggers CODI.

Advisers must provide tax and structuring advice before the CODI-triggering event occurs—preferably when the flow-through entity is formed or its debt is incurred—to protect against unexpected tax consequences for investors down the road in a debt restructuring.

This article does not necessarily reflect the opinion of Bloomberg Industry Group, Inc., the publisher of Bloomberg Law, Bloomberg Tax, and Bloomberg Government, or its owners.

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