Lynn A. Gandhi

Partner

Overview

Lynn A. Gandhi is a partner and business lawyer with Foley & Lardner LLP. Lynn is based in the firm’s Detroit office where she is a member of the Tax, Benefits & Estate Planning Practice.

Practicing for more than three decades, she has acquired a wealth of experience as a sophisticated tax attorney, including 14 years as corporate in-house counsel, providing her extensive knowledge of the challenges facing businesses in their tax reporting obligations, risk management and planning. Lynn advises her clients on sophisticated multistate tax planning opportunities, manages complex audits, and provides transactional support on the multistate tax implications of merger and acquisition transactions, including the defense of post-closing indemnity and escrow claims related to pre-closing liabilities and the use of voluntary disclosure programs to mitigate such claims.

She is also a successful litigation attorney in tax matters at the administrative, trial and appellate levels and has handled matters across the U.S. Lynn is also a registered lobbyist and represents clients in legislative and policy initiatives across multiple industry platforms. Her clients include foreign-based companies with U.S. operations, national Fortune 500 companies, as well as several trade associations. She is sought out for her practical approach to resolve controversy matters, and when settlement is not possible, her strategic approach to litigation to avoid unnecessary "scorch earth" litigation. 

Lynn is well-known for her enthusiasm and engagement with tax policy initiatives affecting taxpayers and is frequently sought out as a subject matter expert in her professional community. She has lead legislative and administrative changes large and small to benefit business entities and their owners. Lynn is particularly well-versed in Michigan taxes, including unemployment taxes, gaming excise taxes, captive insurance company taxes, officer liability exposure, offers-in-compromise, and unclaimed property laws.

Lynn has written extensively, and frequently speaks on state tax matters, having published more than 60 articles and spoken or presented at over 100 events. She currently writes a State Tax Notes column entitled “Smitten with the Mitten.” Lynn is also an adjunct professor at Wayne State University Law School, her alma mater.

In addition to being an accomplished state tax attorney, Lynn is a licensed Certified Public Accountant (CPA) in Michigan and Illinois.

Representative Experience

  • Successfully defended the imposition of use tax on advertising materials delivered in state as well as on testers used by national retailer
  • Successfully defended a South Carolina transfer pricing case resulting in the withdrawal of a mid-six figure assessment
  • Obtained the first decision concluding that the commencement of an unclaimed property audit does not toll the statute of limitations for the state to file an action to demand amounts be escheated
  • Successfully resolved 7-figure sales/use tax refund claim denials
  • Obtained the first published Michigan Court of Appeals decisions finding a taxpayer was entitled to the use of alternative apportionment
  • Successfully defended the imposition of nexus by the City of Detroit on a SPE
  • Obtained the first decision exempting cloud-based software-as-a-service (SaaS) transactions from tax in Michigan
  • Overturned audit findings for digital merchandiser by challenging the statistical sampling methodology  
  • Obtained a Michigan Supreme Court decision on the application of the industrial processing exemption for a utility company resulting in refunds in excess of $100 million dollars
  • Successfully litigated multimillion-dollar assessments in complex multi-year unitary cases in California and Illinois
  • Converted nexus assessment for technology client into multistate refund claims received by client in excess of $500,000
  • Represented several companies in economic incentive requests resulting in the award of over $1 billion for projects in battery production, alternative energy, silicon chip manufacturing, and advanced manufacturing
  • Forged strong relationships with state and local officials to sustain continued support
  • Contested several significant unclaimed property assessments resulting in favorable holder settlements
  • Led successful legislative initiatives to remove Michigan’s pay-to-play judicial requirement, unlimited statute of limitations waiver, passage of affiliate group election for unitary reporting, as well as exemptions from use tax

*Certain of these matters were handled prior to joining Foley.

Publications

A selection of Lynn’s recent articles as the “Smitten with the Mitten” columnist in State Tax Notes includes the following:

  • Author, “Board Briefs – “New Normal” Front and Center, TaxNotes State, Vol. 102, (December __, 2021)
  • Author, “Zelinsky – Round 2 of the Convenience of the Employer Test”, TaxNotes State, Vol 101, No 12, (September 20, 2021)
  • Author, “Commonly Used Rules of Statutory Interpretation in State Taxes,” TaxNotes State, Vol 100, No. 12 (June 21, 2021)
  • Author, “A Primer on Qualifying to Do Business: It’s Not About Nexus”, TaxNotes State, Vol. 99, No. 1, (January 4, 2021)
  • Author, “Board Briefs - Goodbye 2020," TaxNotes State, Vol. 96, No. 12 (December 21, 2020)
  • Author, “Annual Survey of Michigan Law, Taxation,” Wayne Law Review, Vol 65, No 3 (Spring 2020)
  • Author, “Annual Survey of Michigan Law May 31, 2018 - June 1, 2019 - Taxation," Wayne Law Review Vol. 65, No. 3 (Spring 2020)
  • Author, “The Broad Reach of Michigan's Industrial Processing Exemption,” TaxNotes State, Vol 97, No. 6 (August 10, 2020)
  • Author, “Board Briefs - The Lack of Certainty is the Only Certainty We Have,” TaxNotes State, Vol 96, No. 12 (June 22, 2020)
  • Author, “The Forgotten Factor, Part II - The Property Factor,” TaxNotes State, Vol 96, No. 3 (April 20, 2020)
  • Author, “An Interview With Michigan Treasurer Rachael Eubanks” (February 2020)
  • Author, “Looking Ahead to 2020, Time to Reconsider Payroll Taxes” (January 13, 2020)
  • Author, “Reflections on ‘Top 10 Cases to Watch’” (October 28, 2019)
  • Author, “Substantiating a Refund Claim” (July 2019)
  • Author, “Rev Your Engines – The Detroit Formula, Time for a Revival?” (February 11, 2019)
  • Author, “It’s for the Birds: SALT and New Mobility Models” (January 14, 2019)
  • Author, “Not Good Enough – Challenges in Proving Refund Claims” (September 17, 2018)
  • Author, “Buyer Beware – Successor Liability is Not Fake News” (April 9, 2018)
  • Author, “Stop the Ride, I Want to Get Off” (January 1, 2018)

*Publications prior to 2018 are not listed for brevity.

Presentations

  • Co-presenter, IPT 2022 Sales Tax Symposium, Indirect Taxes and the Alternative Energy Industry, October 3, 2022
  • Co-presenter, Ohio Tax Conference (January 25, 2022
  • Co-presenter, IPT Annual Meeting, Protecting Confidential Taxpayer Information in Audits and Controversies, June 29, 2022
  • Co-presenter, COST Income Tax Conference, “Best Practices When Dealing With Alternative Apportionment”, April 2022
  • Co-presenter, IPT Annual Meeting, The Ever-Changing Energy Industry, June 27, 2022
  • Presenter, National Credit Reporting Agency, “Sales Taxation of Consumer Reports – What you Need to Know, March 7, 2022
  • Co-presenter, The 2022 National Multistate Tax Symposium, “Ethics for state tax industry executives: Dilemmas in our “new next”, February 10, 2022
  • MICPA Michigan Tax Update
  • Michigan Women’s Tax Association 2021 Ethics Conference, “Of Course Ethics Matter!  Challenges to Understanding and Complying with Ethical Rules of Multistae Practice and Remote Work, May 2021
  • Co-presenter, COST 2021 Annual Meeting, “Handling Tax Controversies to Win”, October __, 2021
  • Co-presenter, Paul J. Hartman State Tax Symposium, Top Ten Income Tax Cases, Nashville (October 2021)
  • Co-presenter, COST Advanced Income Tax School, Advanced Issues in Apportionment (December 2021) and April 2022 
  • Co-presenter, COST Income Tax Conference, Qualifying to do Business in a State – How Does that Impact an Entity’s Tax Status?, April 2021
  • Co-Presenter, ABA/IPT 2021 Virtual Advance Tax Seminars, Responses to Above-the-Line Audit Adjustments, Advanced State Income Tax Seminar, March 18, 2021
  • Co-presenter, “All About the Base: Apportionment and Sourcing,” ABA Virtual 2021 Midyear Tax Meeting (January 26, 2021)
  • Moderator, “Regional Tax...Priceless Insights into Taxation Developments in Michigan, Pennsylvania, Indiana and Kentucky,” 30th Annual Ohio Business Tax Conference (January 21, 2021)
  • Co-presenter, “Apportionment Issues: Recent Developments, 30th Institute on State and Local Taxation (December 2-4, 2020)
  • Co-presenter, “Top 10 Sales Tax Issues,” 2020 New England State and Local Tax Forum (November 19, 2020)
  • Co-presenter, “In Focus: Matters of Apportionment,” MICPA Michigan Tax Conference (November 5, 2020)
  • Co-presenter, “Uniformity in Sourcing Services,” Council on State Taxation 51st Annual Meeting (October 21, 2020)
  • Co-presenter, “Top Ten Income Tax Cases,” 27th Annual Paul J. Hartman State and Local Tax Forum (October 27, 2020)
  • Co-presenter, “The World is Flat! International Trends That May, or Already Have, Come to Impact US State Tax Policy,” 2020 IPT Sales Tax Symposium (October 7, 2020)
  • Co-presenter, “Improvements to Real Property - Taxation of the Construction Industry and Associated Parties (Vendors, Manufacturers and End Users),” COST 2020 Sales Tax Conference (February 25-28, 2020)
  • Co-presenter, “International Companies with U.S. Activities - Multistate Considerations for Inbound Companies,” 2020 Ohio Tax Conference (January 28, 2020)

Academic, Business Leadership and Board Membership

Lynn graduated from Kalamazoo College (B.A. History and Economics) in 1983 and from Wayne State University Law School in 1986, where she served as an associated editor of the Wayne Law Review. She received an LL.M. from New York University School of Law in 1987. Lynn is a graduate of the Detroit Regional Chamber’s Leadership Detroit program.

Lynn is admitted to practice before all state courts in Illinois and Michigan, and before the United States Tax Court and the United States Supreme Court.

Lynn holds the following leadership positions:

  • Board member, Michigan Chamber of Commerce
  • State tax advisory board, Bloomberg BNA (2015-present)
  • Advisory board member, Hartman State and Local Tax Forum at Vanderbilt University Law School (2005-present)
  • State and local tax executive committee, American Bar Association, Section of Taxation
  • Chair ex officio, State Bar of Michigan, Taxation Section
  • Board member, Council on State Taxation (1986-2006)
  • Co-chair, board of directors, Museum of Contemporary Art Detroit 

Peer Recognition and Awards

  • Member, American College of Tax Counsel
  • Paul Frankel Excellence in State Taxation, Committee on State Taxation, 2022
  • MICPA Thomas M. Hoatlin Award for Excellence (2021)
  • State Bar of Michigan, Taxation Section, L. Hart Wright Service Award for Exemplary Service to the Taxation Section (2019)
  • MICPA Outstanding Task Force Award (2020)
    • Special Tax
  • Listed in the Best of the Best USA for State Tax (2018)
  • Selected by her peers for inclusion in The Best Lawyers in America© in the fields of:
    • Litigation and Controversy - Tax (2011 - 2023)
    • Tax Law (2010 - 2023)
    • Corporate Law (2010 - 2023)
  • Selected for inclusion to the Michigan Super Lawyers list (2011-2021)
  • Leading Lawyers Magazine Michigan (2017)
    • Tax Law: Business
  • She has been named to DBusiness Magazine’s list of Top Lawyers (2013-2017, 2019, 2021-2022)
  • Lynn was selected by Michigan Lawyers Weekly as one of its 30 Women in the Law in 2016

Education

  • New York University School of Law (LL.M.)
    • Taxation
  • Wayne State University Law School (J.D.)
  • Kalamazoo College (B.A.) 

Admissions

  • Illinois
  • Michigan
  • U.S. Supreme Court
  • U.S. Tax Court
  • U.S. District Court for the Eastern District of Michigan
  • U.S. District Court for the Northern District of Illinois

Insights

Commonly Used Rules of Statutory Interpretation in State Taxes – Part 1
05 January 2022
Legal News: Taxation
Zelinsky – Round 2 of the Convenience of the Employer Test
05 January 2022
Legal News: Taxation
Continued Remote Working Guidance for Employees
25 January 2021
Coronavirus Resource Center:Back to Business
State of Michigan Election, COVID-19, and Budget Update
22 October 2020
Coronavirus Resource Center:Back to Business
Virtual CLE Week
Every Tuesday & Thursday from December 1 - 17 2020
Webinar