The November U.S. Presidential electoral campaign is in full swing. Since President Joe Biden ended his reelection bid and Vice President Kamala Harris secured the Democratic Party nomination, polls now show a tight race...more
9/11/2024
/ China ,
Climate Change ,
Corporate Taxes ,
Economic Sanctions ,
EU ,
Export Controls ,
Foreign Corporations ,
Foreign Investment ,
Foreign Policy ,
Healthcare ,
Healthcare Reform ,
Imports ,
Inflation Reduction Act (IRA) ,
Infrastructure Investment and Jobs Act (IIJA) ,
Investors ,
Manufacturers ,
Presidential Elections ,
Russia ,
Semiconductors ,
Switzerland ,
Tariffs ,
Tax Reform ,
Trade Relations ,
US Trade Policies
In the weeks since publishing our original alert, FinCEN released several frequently asked questions (FAQs) on the application of the Corporate Transparency Act (CTA). Private fund managers are likely to find two of these...more
2/1/2024
/ Beneficial Owner ,
Commodity Pool ,
Corporate Transparency Act ,
Exemptions ,
FinCEN ,
Foreign Corporations ,
Fund Managers ,
Investment Adviser ,
Investment Advisers Act of 1940 ,
Limited Liability Company (LLC) ,
New York ,
Popular ,
Private Funds ,
Reporting Requirements ,
Subsidiaries ,
Transparency
In the two weeks since the Corporate Transparency Act (CTA) went into effect (see our alert here), the Financial Crimes Enforcement Network (FinCEN) has published several Frequently Asked Questions (FAQs) clarifying the new...more
1/17/2024
/ Beneficial Owner ,
Beneficiaries ,
Corporate Entities ,
Corporate Transparency Act ,
Exemptions ,
FinCEN ,
Grantors ,
Intermediaries ,
Joint Ownership ,
New Guidance ,
Reporting Requirements ,
Smaller Reporting Companies ,
Subsidiaries ,
Tax Exempt Entities ,
Trustees
Starting on January 1, 2024, entities that are organized in the United States or are registered to do business in the United States will generally be required to disclose to the Financial Crimes Enforcement Network (an...more
12/11/2023
/ Beneficial Owner ,
CFTC ,
Commodity Trading Advisors (CTAs) ,
Corporate Transparency Act ,
FinCEN ,
Foreign Entities ,
Fund Managers ,
Investment Management ,
Private Funds ,
Securities and Exchange Commission (SEC) ,
Venture Capital
Key Points -
The Corporate Transparency Act (the “CTA”), implemented primarily through a rule published by FinCEN on September 30, 2022, the Beneficial Ownership Information Reporting Rule (“BOIR Rule”), becomes effective...more
Key Points Internal IRS correspondence in the form of a recent Chief Counsel Memorandum concludes that funds structured as partnerships (e.g., master funds in a standard master-feeder structure) must determine the...more
Introduction -
On 15 March 2023, the UK government revealed the widely anticipated Spring Budget, which contained a number of measures that may be of interest to asset managers....more
Key Points -
Recently proposed regulations would significantly curtail the ability for private fund sponsors and non-U.S. investors to use a so-called D-REIT to facilitate a tax-efficient exit from U.S. real property...more
Key Points -
The broader application of Section 871(m) has again been delayed, this time until January 1, 2025, and, as a result, investment funds with non-U.S. feeders or investors up the chain should generally expect to...more
Key Points -
Fund-level liability for a buyer’s failure to withhold upon secondary market transfer of an LP interest in a fund with ECI assets will apply only for transfers on or after January 1, 2023.
Certain...more
8/27/2021
/ Corporate Taxes ,
Income Taxes ,
IRS ,
Limited Liability Company (LLC) ,
Limited Partnerships ,
Master Limited Partnerships ,
Partnerships ,
Publicly-Traded Companies ,
Secondary Markets ,
Tax Cuts and Jobs Act ,
Tax Liability ,
Transfer of Interest
- As of January 1, 2021, Luxembourg is set to disallow otherwise tax deductible interest or royalty expense for payments made to entities resident in EU blacklisted jurisdictions that qualify as a beneficial owner “related”...more
• The broader application of Section 871(m) has again been delayed, this time until January 1, 2023 and as a result, investment funds with non-U.S. feeders or investors up the chain should generally expect to incur U.S....more
• U.S. and non-U.S. investment funds that are required to file, or file, a U.S. partnership tax return (Internal Revenue Service (IRS) Form 1065) are generally subject to a new U.S. partnership audit regime that permits the...more
• The latest set of proposed opportunity zone (OZ) regulations (the “2019 proposed regulations”) provide much-needed flexibility with regard to qualified opportunity funds (“OZ Funds”) and expand the types of businesses and...more
5/24/2019
/ Anti-Abuse Rule ,
Capital Gains ,
Carried Interest ,
Debt Financing ,
Intangible Property ,
Investment Funds ,
Opportunity Zones ,
Original Use ,
Proposed Regulation ,
Qualified Opportunity Funds ,
Safe Harbors ,
Tangible Property
• Proposed regulations issued on October 19 provide welcome guidance to asset managers regarding the formation of qualified opportunity funds (QOFs) that may provide investors with the following three tax benefits: (1)...more
10/25/2018
/ Asset Management ,
Capital Assets ,
Capital Gains ,
Community Development ,
Economic Development ,
Fund Sponsors ,
Internal Revenue Code (IRC) ,
Investment Funds ,
Investors ,
IRS ,
Low-Income Issues ,
New Rules ,
Opportunity Zones ,
Partnerships ,
Proposed Regulation ,
Public Finance ,
Qualified Opportunity Funds ,
Real Estate Development ,
Real Estate Investments ,
Rollover Equity ,
Safe Harbors ,
State and Local Government ,
Tax Benefits ,
Tax Cuts and Jobs Act ,
Tax Deferral ,
Tax Exemptions ,
Tax Incentives ,
Tax Reform ,
U.S. Treasury ,
Value Appreciation
• Foreign Investor Forms W-8: An update of Forms W-8 on file for non-U.S. investors is generally recommended by December 31, 2018 to ensure that a date of birth (DOB) and non-U.S. taxpayer identification number (Foreign TIN)...more
10/8/2018
/ Asset Management ,
Certifications ,
Common Reporting Standard (CRS) ,
Controlling Person ,
Derivatives ,
FATCA ,
FBAR ,
Filing Deadlines ,
Foreign Investment ,
Form W-8 ,
Gross Proceeds ,
Income Taxes ,
Intergovernmental Agreements ,
Investment Funds ,
Investment Management ,
Investors ,
IRS ,
OECD ,
Reporting Requirements ,
Section 871(m) ,
Swaps ,
Withholding Tax
• The U.S. Securities and Exchange Commission (SEC) staff made official statements regarding when a token may or may no longer be a security
• The SEC continued to bring actions related to cryptocurrency offerings against...more
9/24/2018
/ Anti-Money Laundering ,
Banking Sector ,
Bitcoin ,
Broker-Dealer ,
CFTC ,
Commodities ,
Counter-Terrorist ,
Cryptocurrency ,
Customer Due Diligence (CDD) ,
Digital Currency ,
Disclosure Requirements ,
Enforcement Actions ,
Exchange-Traded Products ,
FATF ,
Financial Institutions ,
FinTech ,
Income Taxes ,
Initial Coin Offering (ICOs) ,
Investment Adviser ,
Investment Company Act of 1940 ,
IRS ,
Jurisdiction ,
Motion to Dismiss ,
National Futures Association ,
Popular ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Token Sales ,
Trading Platforms ,
U.S. Treasury ,
Unregistered Securities ,
Virtual Currency ,
Websites
• The broader application of Section 871(m) has been delayed further until January 1, 2021 and, as a result, investment funds with non-U.S. feeders or investors up the chain should generally expect to incur U.S. withholding...more
9/24/2018
/ Anti-Abuse Rule ,
Broker-Dealer ,
Delays ,
Derivatives ,
Dividend-Equivalent Transactions ,
Equity Investors ,
Exchange-Traded Products ,
Foreign Investment ,
Internal Revenue Code (IRC) ,
IRS ,
Qualified Derivatives Dealers (QDDs) ,
Section 871(m) ,
Swaps ,
Tax Evasion ,
Withholding Tax
On Thursday, U.S. Securities and Exchange Commission (SEC) Director of Corporate Finance William Hinman provided some long-desired clarity on the SEC’s approach to cryptocurrency regulation, announcing during Yahoo Finance’s...more
6/18/2018
/ Bitcoin ,
CFTC ,
Cryptocurrency ,
Digital Assets ,
Digital Currency ,
Ether ,
Initial Coin Offering (ICOs) ,
Investors ,
New Guidance ,
Securities and Exchange Commission (SEC) ,
Securities Transactions ,
Token Sales
• Significant corporate and potential individual tax rate reductions and a 25% individual tax rate on certain “qualified business income” would be introduced (although many fund investors and sponsors would not be eligible...more
11/8/2017
/ Asset Management ,
Blocker Corporations ,
Business Taxes ,
Carried Interest ,
Corporate Taxes ,
Income Taxes ,
International Tax Issues ,
Investment Funds ,
Management Fees ,
Proposed Legislation ,
Reconciliation ,
REIT ,
SALT ,
Tax Cuts ,
Tax Rates ,
Tax Reform ,
UBTI ,
Ways and Means Committee
In response to perceived abuses in taxpayers’ use of swaps and other derivative transactions (e.g., options, futures or forwards) to avoid withholding tax on U.S. source dividends, Congress added Section 871(m) to the...more
8/18/2017
/ Anti-Abuse Rule ,
Broker-Dealer ,
Delays ,
Derivatives ,
Dividend-Equivalent Transactions ,
Equity Investors ,
Exchange-Traded Products ,
Foreign Investment ,
Internal Revenue Code (IRC) ,
IRS ,
Section 871(m) ,
Swaps ,
Tax Evasion ,
Withholding Tax
Certain non-U.S. investment funds, including Bermuda funds, which qualify as foreign financial institutions (FFI), must enter into a legal agreement (“FFI agreement”) with the U.S. Internal Revenue Service (IRS) to be treated...more
Key Points -
- Transitional relief for non-U.S. investment funds that have been previously permitted to provide only a sponsor’s GIIN to avoid incurring FATCA withholding ends on December 31, 2016.
- U.S....more
If you read one thing. . .
- On January 1, 2016, the Common Reporting Standard (CRS) enters into effect in key investment fund jurisdictions, including the Cayman Islands, Bermuda and the British Virgin Islands.
...more
On November 2, 2015, the Bipartisan Budget Act significantly overhauled the audit regime applicable to U.S. and certain non-U.S. investment fund vehicles that are taxed as partnerships for U.S. federal income tax purposes. In...more