On April 25, 2024, the IRS and Treasury issued final regulations (the “Final Regulations”) addressing whether a real estate investment trust (a “REIT”) or a regulated investment company (a “RIC”) will constitute a...more
On December 29, 2022, the IRS and Treasury issued proposed regulations (the “Proposed Regulations”) addressing (1) whether a real estate investment trust (a “REIT”) or a regulated investment company (a “RIC”) will constitute...more
On December 27, 2022, the IRS and Treasury issued Notice 2023-2 (the “Notice”), which provides guidance relating to the application of the new excise tax on repurchases of corporate stock (the “Stock Buyback Tax”) under...more
12/30/2022
/ De Minimus Quantity Exemption ,
Fair Market Value ,
Guidance Update ,
Internal Revenue Code (IRC) ,
IRS ,
Minority Shareholders ,
Netting Agreements ,
REIT ,
Share Buybacks ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs) ,
U.S. Treasury ,
Valuation
The recently proposed “Inflation Reduction Act of 2022” includes a proposal (the “carried interest proposal”) to amend the rules under section 1061 of the Internal Revenue Code of 1986, as amended (the “Code”) relating to the...more
On May 4, 2020, the Internal Revenue Service (the “IRS”) released temporary guidance (Revenue Procedure 2020-19, or “the Revenue Procedure”) on the treatment of certain stock distributions by publicly offered real estate...more
U.S. Government’s Continued Focus on Large Ship Air Emissions -
The U.S. Environmental Protection Agency (“EPA”) and the U.S. Coast Guard (“USCG”) continue to signal interest in addressing air pollution from large ships...more
2/14/2020
/ Air Pollution ,
Air Quality Standards ,
Carbon Emissions ,
Energy Sector ,
Environmental Policies ,
Greenhouse Gas Emissions ,
Midstream Contracts ,
NEPA ,
Oil & Gas ,
Tax Credits ,
Transportation Industry ,
Vessels
Investors and project sponsors await proposed regulations and interim guidance under Section 45Q of the Internal Revenue Code to resolve uncertainty and unlock significant carbon capture, utilization and storage market...more
1/31/2020
/ Carbon Capture and Sequestration ,
Carbon Emissions ,
Energy Projects ,
Energy Sector ,
Greenhouse Gas Emissions ,
Internal Revenue Code (IRC) ,
Investors ,
IRS ,
Qualifying Facility ,
Tax Credits ,
Underground Storage Tanks
On December 19th, 2019, the Department of the Treasury and the Internal Revenue Service (the “IRS”) issued regulations (the “Final Regulations”) under Section 1400Z-2 of the Internal Revenue Code (the “Code”)[i] finalizing,...more
12/31/2019
/ Capital Gains ,
Capital Gains Tax ,
Community Development ,
Economic Development ,
Internal Revenue Code (IRC) ,
Investment Funds ,
Investors ,
IRS ,
Opportunity Zones ,
Popular ,
Qualified Opportunity Funds ,
Real Estate Development ,
Real Estate Investments ,
Tax Deferral ,
U.S. Treasury
On July 15, 2019, the Securities and Exchange Commission (SEC) and North American Securities Administrators Association (NASAA) staffs released a joint statement (the “Statement”) addressing compliance implications for...more
7/19/2019
/ Investment Company Act of 1940 ,
NASAA ,
Opportunity Zones ,
Qualified Opportunity Funds ,
Regulation A ,
Regulation CF ,
Regulation D ,
Rule 506 Offerings ,
Securities and Exchange Commission (SEC) ,
Tax Cuts and Jobs Act ,
Tax Exemptions
Choose Your Own Adventure: Farmouts of International Oil & Gas Interests and the AIPN 2019 Model Form -
When I teach about the Association of International Petroleum Negotiator’s (AIPN) Model International Farmout...more
7/17/2019
/ Assignments ,
Chapter 11 ,
Clean Energy ,
Commercial Bankruptcy ,
Default ,
Energy Sector ,
Liquid Natural Gas ,
Mexico ,
Natural Gas ,
Oil & Gas ,
Opportunity Zones ,
Post-Petition Interest ,
Renewable Energy ,
Secured Debt
The Qualified Opportunity Zone rules under Section 1400Z of the Internal Revenue Code permit certain investors to realize substantial tax benefits if they invest capital into federally-designated low-income communities known...more
6/24/2019
/ Capital Gains ,
Community Development ,
Deadlines ,
Electricity ,
Energy Sector ,
Energy Storage ,
Infrastructure Financing ,
Internal Revenue Code (IRC) ,
Investment Funds ,
Investment Opportunities ,
Investment Tax Credits ,
Joint Venture ,
Low Income Housing ,
Opportunity Zones ,
Production Tax Credit ,
Qualified Opportunity Funds ,
Real Estate Investments ,
Renewable Energy ,
Renewable Energy Incentives ,
Safe Harbors ,
Tax Cuts and Jobs Act ,
Tax Deferral
On May 22, 2019 the Treasury Department and the Internal Revenue Service released regulations (the “Final Regulations”) finalizing and making certain technical changes to proposed regulations (the “Proposed Regulations”,...more
5/29/2019
/ Controlled Foreign Corporations ,
Dividends ,
Final Rules ,
Internal Revenue Code (IRC) ,
IRS ,
Limited Liability Company (LLC) ,
Partnerships ,
Proposed Regulation ,
Section 956 ,
Subsidiaries ,
U.S. Treasury
On April 17th, the IRS and Treasury issued the next (and long-awaited) package of proposed regulations (the “Proposed Regulations”) under the “qualified opportunity zone” provisions of Section 1400Z-2 of the Code...more
4/22/2019
/ Capital Gains ,
Community Development ,
Economic Development ,
IRS ,
New Guidance ,
Opportunity Zones ,
Partnerships ,
Proposed Regulation ,
Qualified Opportunity Funds ,
REIT ,
Safe Harbors ,
Tax Deferral ,
U.S. Treasury
A forward sale of common shares is an offering that is agreed upon today with a settlement date in the future. Forward sale agreements allow companies to capitalize on current trading prices by locking in a price at which it...more
On October 31, 2018, the Internal Revenue Service (“IRS”) issued proposed regulations (the “Proposed Regulations”) which likely will facilitate (i) the making of loans by foreign corporate subsidiaries to a U.S. parent...more
On October 19, 2018, the Department of the Treasury and the Internal Revenue Service (the “IRS”) issued proposed regulations (the “Proposed Regulations”) under new section 1400Z-2 of the Internal Revenue Code (the “Code”),...more
On September 13, 2018, the Internal Revenue Service (the “Service”) released Revenue Procedure 2018-48 (the “Revenue Procedure”), which provides guidance on how certain items of foreign-related income are treated for purposes...more
Ares Management LP (“Ares”) is a publicly traded investment firm that until now has been structured as a “publicly traded partnership” (“PTP”). Specifically, Ares is a Delaware limited partnership that has historically...more
On January 23, the Internal Revenue Service (the “IRS”) released Revenue Procedure 2018-12 (the “Revenue Procedure”) detailing a safe harbor that will permit taxpayers to utilize average-price methods for purposes of...more
On December 22, the President signed the Tax Cuts and Jobs Act (“TCJA”) into law. TCJA changes the taxation of individuals and businesses in many ways. While there are still many open questions to be addressed by technical...more
1/15/2018
/ Capital Gains ,
Capital Investments ,
Corporate Taxes ,
Like Kind Exchanges ,
Medicare ,
Net Operating Losses ,
Pass-Through Entities ,
Popular ,
Real Estate Market ,
REIT ,
Surtax ,
Tax Cuts and Jobs Act ,
Tax Rates ,
Tax Reform ,
UBTI
On November 2, House Ways and Means Committee Chairman Kevin Brady (R-TX) released the “Tax Cuts and Jobs Act of 2017” (HR 1, or the “Bill”). On November 3, the Chairman’s Mark of the Bill was released, and Chairman Brady...more
On September 27, the Trump administration and the Republican leadership in the House and Senate released a document called the “Unified Framework for Fixing Our Broken Tax Code” (the “Framework”), which lays out the core...more
Managing Decommissioning Risks in Asian M&A Transactions -
By the end of 2026, approximately 134 producing Concessions and Production Sharing Contracts (each, a “PSC”) will have expired in South Asia. It is expected that 900...more
9/15/2017
/ Acquisitions ,
Asia ,
Cross-Border ,
Electricity ,
Force Majeure Clause ,
Greenhouse Gas Emissions ,
Hackers ,
IRS ,
Liquid Natural Gas ,
Mergers ,
Oil & Gas ,
Renewable Energy ,
Supply Chain ,
Take-or-Pay Contracts ,
Tax Reform
In Technical Advice Memorandum 2017-29-020 (July 21, 2017) (the “TAM”), the IRS denied claims by two tax equity investors (the “Investors” or each an “Investor”) for renewable energy tax credits on grounds that the...more
In a July 13, 2017 opinion, the United States Tax Court in Grecian Magnesite Mining, Industrial & Shipping Co., SA v. Commissioner refused to follow the long-held IRS position found in Revenue Ruling 91-32 (“the “Revenue...more