Business Organization, Tax Law, Securities Law

N.Y. ALJ Holds Taxpayer’s Motives for Acquiring Stock and How Stock Is Used Irrelevant in Determining Investment Capital

by Lindsay LaCava, Arthur R. Rosen | McDermott Will & Emery on 5/22/2013

A New York administrative law judge recently held in Matter of C.V. Starr & Co., Inc. that income received by a taxpayer from its ownership of common stock was investment income. In so holding, the ALJ addressed an important...more

IRS Issues Final Regulations Treating Qualified Stock Dispositions as Asset Sales

by Wilson Sonsini Goodrich & Rosati on 5/16/2013

On May 10, 2013, the Internal Revenue Service (IRS) and Treasury Department released the long-awaited final regulations under Section 336(e) of the Internal Revenue Code, treating certain sales, exchanges, and distributions...more

IRS Approves New Rules To Minimize Taxes Related to M&A Transactions

by Craig Circosta, Karen McConnell, Wayne Strasbaugh | Ballard Spahr LLP on 5/14/2013

The Internal Revenue Service recently adopted long-awaited regulations intended to provide a new means of minimizing taxes in M&A transactions. The newly adopted regulations take effect on May 15, 2013, under Section 336(e)...more

At Last: Final Regulations Issued Under Section 336(e)

by Dennis Allen, Robert S. Chase II, Reginald Clark, Jeffrey Mace, Daniel McKeithen, Michael Miles, William Pauls, David Roby, Jr., Christopher Schoen, William Sheumaker, Carol Tello, more +H. Karl Zeswitz, Jr. | Sutherland Asbill & Brennan LLP on 5/14/2013

In a move that was nearly 27 years in the making, the Treasury Department (Treasury) and the Internal Revenue Service (IRS) issued long-awaited final regulations under §336(e) (the Final Regulations) on May 10. Section 336(e)...more

Basics Of Stock Redemptions

by David Gair | Looper Reed & McGraw, P.C. on 5/10/2013

Closely held corporations often have issues come up about succession planning and also about how to structure transactions in the most tax advantageous way possible. Corporate redemption of a shareholders stock is always...more

Verbatim: Global Compliance - Quarterly Newsletter: Spring 2013

by Orrick, Herrington & Sutcliffe LLP on 5/10/2013

We've highlighted a few notable developments in corporate governance law taking place this spring that may be of interest to you. For more information on any of the topics listed below, please contact us at...more

What Every Private Equity Fund Manager Should Know About ERISA

by The R. Bernard Law Group on 4/26/2013

What is ERISA? The Employee Retirement Income Security Act of 1974 (“ERISA”) protects the interests of employee benefit plan participants by establishing strict standards of conduct for “plan fiduciaries” – i.e.,...more

Do You Want to Start A Business? Top 10 Questions & Answers For Business Start-Ups

by Ian Scott | Scott Legal Services, P.C. on 4/23/2013

When starting a new business, our clients often have several questions and more often than not their questions are the same. This article summarizes some of key questions and answers that our clients have asked us....more

When to Reduce “Basis” in S Corporation Stock for a Suspended Loss?

by Darren Mills | Berkeley Research Group, LLC on 4/22/2013

“Basis” is tax lingo for the amount you paid for that security, including, for example, the commission and other fees incurred to acquire it. In practice, basis is generally what the cost of a particular item is for...more

A Cautionary Tale Under Code § 409A: Case Evidences IRS' Willingness To Seek 409A Penalties For Discount Options

by Janet Lowder | Womble Carlyle Sandridge & Rice, PLLC on 4/22/2013

The United States Court of Federal Claims recently issued an opinion confirming that § 409A of the Internal Revenue Code of 1986 applies in the context of discount stock options. The case, Sutardja v. United States, is one of...more

Important Tax, Securities and Formation issues associated with LLCs, S Corps and C Corps

by The R. Bernard Law Group on 4/18/2013

One of the first hurdles an entrepreneur has to clear when starting a business is which entity type to choose when registering her business. There are many forms to choose from with different tax implications and different...more

What is an 83(b) election and how and when should I make one?

by The R. Bernard Law Group on 4/15/2013

When an employee or service provider receives stock that is subject to vesting, they should immediately consider how that stock might be treated under Section 83 of the Internal Revenue Code. Stock grants subject to Section...more

Court Of Federal Claims Upholds 409A "Gotcha"

by Kevin Wiggins | Saul Ewing LLP on 4/10/2013

If your company has been cavalier about Internal Revenue Code Section 409A, you should reconsider. In a recent opinion by the United States Court of Federal Claims, the IRS scored the first points – more than $5 million of...more

Corporate & Tax E-Note - March 28, 2013

by Edward Brown, Benjamin Coulter, Kevin Doherty, C. Logan Hinkle, Mignon Lunsford, Debra Lee Mackey | Burr & Forman on 4/3/2013

In This Issue: - SEC Yet to Release Jumpstart Our Business Startups Act Guidelines - IRS Crackdown on Contract Workers Has Small Businesses Concerned - Accelerated Filers Found to be Filing More Restatements -...more

As Clear as Mud! The Investment Diversification Rules for Private Placement Insurance Products

by Gerald Nowotny on 3/25/2013

A. Overview - The investment diversification rules are a critical element in planning for private placement insurance products. One of the underlying marketing premises for the attractiveness of private placement...more

For Private Equity Investors, Section 1202 May Be Worth Another Look

by Kevin Feeley, Jeffrey Wagner, Thomas Ward, Daniel Zucker | McDermott Will & Emery on 3/22/2013

Included in the American Taxpayer Relief Act of 2012 (ATRA) are provisions that extended some of the more significant benefits of Internal Revenue Code Section 1202, the Code provision that permits eligible noncorporate...more

In the Money – Puerto Rico Me Encanta! Puerto Rican Hedge Funds

by Gerald Nowotny on 3/18/2013

Overview - Every financial media outlet (including Bloomberg and the Wall Street Journal) in the last several weeks has run an article on the possibility of billionaire hedge fund manager becoming a Puerto Rican...more

India Budget 2013: Key Changes Affecting International Investors

by George Cyriac, John Lillis, Kartick Maheshwari, Peita Menon, Prabhu Narasimhan, Nandan Nelivigi, Ray Simon | White & Case LLP on 3/15/2013

On February 28, 2013, India’s Finance Minister presented the country’s budget for the fiscal year beginning April 1, 2013 (Budget). The Budget includes several proposals that affect international investors investing in India,...more

Are You Using Your Holding Company?

by Hugh B. Wellons | Spilman Thomas & Battle, PLLC on 3/12/2013

Many banks formed holding companies in the late 1980s and 1990s. They had various reasons for doing this. Some formed a holding company to hold subsidiaries providing nonbank activities. Some used the holding company to...more

New SEC Technology to Focus on Suspicious Corporate Disclosures

by Daniel Brecher on 2/26/2013

New SEC Technology to Focus on Suspicious Corporate Disclosures by Dan Brecher on February 26, 2013 The Securities and Exchange Commission (SEC) is increasingly turning to technology to help root out fraud. The agency...more

The State Of California Seeks Back Taxes From Small-Business Shareholder- Not So Fast

by Anthony Diosdi | Moskowitz LLP on 2/14/2013

A closer look at federal constitutional case law would seem to indicate that the State of California may not find it so easy to seek refunds plus interest after all....more

"New Section 355 No-Rule Policies"

by Matthew Rosen, Dean Shulman, Thomas Wood | Skadden, Arps, Slate, Meagher & Flom LLP on 2/13/2013

On January 2, 2013, the Internal Revenue Service (the Service) released Rev. Proc. 2013-3, its annual list of areas in which it no longer will issue private letter rulings or determination letters (the 2013 No-Rule List). Of...more

Defending Section 162(m) Executive Compensation Derivative Suits in the United States

by Joni Jacobsen, David Kistenbroker, Angela Liu, Carl Volz | Dechert LLP on 2/12/2013

Decisions regarding executive compensation fall squarely within the discretion of a public company’s board of directors. Recently, however, plaintiffs’ firms have been trying to invade the board’s purview by bringing...more

Legal Alert: One Shade of GRA: Proposed Regulations Foreshadow the End of the GRA Directive and Provide That "Available Upon...

by Eric Cayford, Robert S. Chase II, Jonathan Gardiner, Richard Hartnig, Daniel McKeithen, Michael Miles, Jennifer Molnar, William Pauls, Aaron Payne, Leni Perkins, Carol Tello | Sutherland Asbill & Brennan LLP on 2/5/2013

On January 30, Treasury and the IRS issued proposed regulations relating to the proper filing of gain recognition agreements (GRAs) and other related compliance obligations (the Proposed Regulations). As a general matter, a...more

Exclusion from Tax for Stock Issued by Qualified Small Business Corporations

by Elizabeth Crouse, Warren Kean, Gary Kocher, Charles Purcell | K&L Gates LLP on 2/4/2013

On November 3, 2010 and January 18, 2011, we issued client alerts discussing the opportunities provided by the Section 1202 exclusion from tax on gain realized on the sale of certain stock issued by a “qualified small...more

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Business Organization › Tax Law › Securities Law