Plain vanilla preferred corporate stock has two significant consequences for federal income tax purposes. Ownership of plain vanilla preferred stock is not included in measuring owner shifts of loss corporations under Section...more
Taxpayers looking to utilize net operating loss (NOLs) among other attributes and excess interest carryovers need to know the rules that could limit or eliminate them, including Section 382. Section 382 requires a corporation...more
As widely discussed, the Treasury Department released “General Explanations of the Administration’s Fiscal Year 2022 Revenue Proposals,” which includes a potential increase in the long-term capital gains rates for taxpayers...more
The Coronavirus Aid, Relief, and Economic Security Act (CARES Act, H.R. 748) included changes to the federal income tax loss (NOL) carryforward provisions under Section 172 of the Internal Revenue Code. One of the significant...more
Recent law changes can provide portfolio company liquidity and/or require reconsideration of 2018–2020 deals. During this webinar, Steven D. Bortnick and Todd B. Reinstein, partners in the Tax and Estates Practice Group of...more
6/26/2020
/ Acquisitions ,
Alternative Minimum Tax ,
CARES Act ,
Carryback Rules ,
Income Taxes ,
Mergers ,
Net Operating Losses ,
Portfolio Companies ,
Private Equity ,
Separation Agreement ,
Tax Credits ,
Tax Planning
Whether you are in the process of an equity transaction in 2020 or completed one in 2018 or 2019, you may have significant federal income tax planning opportunities. ...more
Taxpayers looking to utilize net operating losses (NOLs), excess interest carryovers and certain other tax attributes need to be cognizant of the rules that could limit or eliminate them, including section 382. Section 382...more
7/1/2019
/ Carryover Basis ,
Change of Ownership ,
Corporate Taxes ,
Income Taxes ,
Internal Revenue Code (IRC) ,
IRS ,
Net Operating Losses ,
Schedule 13D ,
Shareholders ,
Tax Planning ,
Taxable Income
The Bipartisan Budget Act of 2018 (Pub. L. No. 115-123) (the Budget Act) was signed into law on February 9. The legislation took effect roughly seven weeks after President Trump signed into law an Act to Provide for...more
3/22/2018
/ Base Erosion Tax ,
Business Taxes ,
Corporate Taxes ,
Energy Projects ,
Energy Sector ,
Infrastructure ,
Investment Tax Credits ,
Net Operating Losses ,
Production Tax Credit ,
Renewable Energy ,
Tax Deductions ,
Tax Planning ,
Tax Rates ,
Tax Reform ,
Trump Administration
The recently passed Tax Cuts and Jobs Act eliminated the corporate alternative minimum tax (AMT). Before its repeal, a corporate taxpayer that was subject to the AMT was entitled to indefinitely carry forward the AMT taxes...more
Can your company unlock the value of net operating loss carryforwards to reduce future taxable income?
Originally published in Tax Executive, the professional journal of Tax Executives Institute - January/February 2018....more
2/5/2018
/ Business Taxes ,
Corporate Taxes ,
Income Taxes ,
Net Operating Losses ,
New Legislation ,
Tax Cuts and Jobs Act ,
Tax Deductions ,
Tax Planning ,
Tax Rates ,
Tax Reform ,
Trump Administration
Last week, President Trump signed H.R. 1 (New Act), the new tax bill amending the Internal Revenue Code to reduce tax rates, modify policies, credits, and deductions for individuals and businesses “to provide for...more
Section 385 Proposed Regulations — Impact on Related-Party Financing -
Section 385 has been in the Internal Revenue Code since 1969. It was enacted to provide guidance for whether to classify an interest in a corporation...more
12/13/2016
/ Audits ,
Bifurcation ,
Change of Ownership ,
Debt ,
Debt Instruments ,
Device Test ,
Equity ,
Expanded Group Instruments (EGIs) ,
Income Taxes ,
Internal Revenue Code (IRC) ,
IRS ,
Net Operating Losses ,
Partnerships ,
REIT ,
Revenue Procedure 2016-40 ,
Safe Harbors ,
Section 355 ,
Section 385 ,
Stocks ,
Tax-Free Spin-Offs
Taxpayers who make payments in conjunction with a forfeiture action should attempt to understand the characterization of a payment to see if the specific payment can avoid being treated as a fine or penalty.
Originally...more
11/22/2016
/ Disgorgement ,
Financial Industry Regulatory Authority (FINRA) ,
Fines ,
IRS ,
Penalties ,
Section 162(f) ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Violations ,
SRO ,
Tax Deductions ,
Tax Returns
Changes to the formula for determining the long-term tax-exempt rate used in a section 382 limitation calculation after a company undergoes an ownership change may lower the amount of net operating losses the company can use...more
Wolters Kluwer had the opportunity this past week to sit down with Pepper Hamilton LLP partners Todd Reinstein, Washington, D.C., and Joan Arnold, Philadelphia, to discuss current tax issues particularly relevant to the life...more
NEW PROPOSED REGULATIONS FROM THE IRS PROVIDE TAXPAYER-FRIENDLY SOLUTIONS TO ISSUES WITH TAX RETURN DUE DATES AND CIRCULAR ADJUSTMENT TO BASIS.
In the last six months, the U.S. Department of the Treasury has issued two...more
On October 21, 2013, the U.S. Department of the Treasury and the Internal Revenue Service (IRS) issued Final Treasury Regulations to provide relief under Section 382 for small redemptions. These regulations provide taxpayer...more
Section 172(b)(1)(A) provides that Net Operating Losses (NOLs) may generally be carried back two years and carried forward 20 years. The alternative minimum tax NOL cannot exceed 90 percent of alternative minimum taxable...more
The economic substance doctrine was historically a judicial doctrine. It was codified by the Health Care and Education Reconciliation Act of 2010 in Section7701(o). Although practitioners describe it as a codification,...more
On March 10, the IRS released Revenue Procedure 2014-24, establishing the rules for when the IRS will automatically determine that a subsidiary corporation that had failed to file a properly and timely executed Form 1122,...more
On August 30, 2013 the Treasury Department released final regulations regarding guidance on Section 362(e)(2), preventing the duplication of loss when property containing a net built-in loss is transferred to a corporation in...more
The Treasury and IRS issued Final Treasury Regulations to address the treatment of small shareholders under Section 382 on October 21, 2013. These regulations address a number of concerns expressed over the years about the...more
Section 199 allows a deduction equal to a percentage of a taxpayer’s income attributable to domestic production activities. For taxable years beginning in 2010 and thereafter, the deduction is generally equal to 9 percent of...more
New regulations issued by Treasury under Section 336(e) permit certain stock acquisitions to be treated as asset purchases, allowing buyers access to stepped-up asset basis and corresponding depreciation and amortization...more
On April 1, the Internal Revenue Service (IRS) released ILM 201313020 (ILM) in response to an IRS Appeals Division request. It concludes that planning and development activities undertaken by a publisher of books and other...more