Commercial Law & Contracts, Mergers & Acquisitions, Tax Law

Insights - Spring 2013: Developing Federal Common Law of Successor Liability

by Regina Joseph | Shumaker, Loop & Kendrick, LLP on 5/17/2013

When a purchaser acquires substantially all the assets of a seller, the purchase agreement typically provides that the purchaser does not assume seller’s liabilities except to the limited extent specifically set forth...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

New Directive Correctly Resolves Use Of Transaction Cost Safe Harbor For Milestone Payments – Questions Nonetheless Linger

by Ellen McElroy | Pepper Hamilton LLP on 5/8/2013

A new directive specifies that Large Business & International (LB&I) examiners should not challenge a taxpayer’s treatment of eligible milestone payments when success-based fees are incurred, provided a safe harbor election...more

Integrating Foreign Currency Hedges With Respect To Stock Purchase And Sale Agreements

by Steven Bortnick | Pepper Hamilton LLP on 5/7/2013

Investment funds that invest globally must deal with volatility in the currency in which they agree to invest. Investment funds entering into obligations to purchase stock in a currency other than the primary currency of the...more

Private Equity - Winter/Spring 2013

by Gus Black, Carl de Brito, Daniel Dunn, Thomas Friedmann, Richard Horowitz, Jeffrey M. Katz, Steven Lorch, Roger Mulvihill, Kenneth Wang, Paul Wang, Amy Yang, Scott M. Zimmerman | Dechert LLP on 4/29/2013

In This Issue: - ILPA Guidelines Have Noticeable Impact - Extracting Tax Value in Debt Refinancings and Modifications - Private Equity and Venture Capital Investing in China: Exit Strategy and Circular 698 -...more

Maximizing The Value Of Your Business For Your Heirs

by Pepper Hamilton LLP on 4/8/2013

One of the most difficult issues facing the owner of any successful business is how the business, or the personal wealth that it represents, can be preserved for the benefit of his or her family after death. While it is...more

Buyer Beware: Reduced Indemnity On Account Of Supposed (Mythical?) Tax Benefits.

by E. Hans Lundsten | Adler Pollock & Sheehan P.C. on 2/5/2013

Originally published in Deal Points: The Newsletter of the Mergers and Acquisitions Committee - American Bar Association - Winter 2013. When the seller of a business or the assets of a business is negotiating the scope...more

Federal Court of Appeal to hear argument tomorrow in “break fee” case (Morguard)

by Dentons on 11/19/2012

Tomorrow morning (November 20, 2012), the Federal Court of Appeal is scheduled to hear an appeal by Morguard Corporation (“Morguard”, formerly operating as Acktion Corporation), regarding the taxation of a “break fee”...more

Commentary on October 24, 2012: Technical Bill

by Osler, Hoskin & Harcourt LLP on 11/8/2012

On Wednesday, October 24, 2012 the Canadian Federal Department of Finance tabled in the House of Commons a large detailed Notice of Ways and Means Motion (“NWMM”) to amend the Income Tax Act (Canada) and a variety of other...more

Commentary on October 24, 2012: Notice of Ways and Means Motion Relating to Tax Matters - Acquisition of Control (subsection...

by Osler, Hoskin & Harcourt LLP on 11/8/2012

The Income Tax Act (the “Act”) contains rules that limit the ability of corporations to utilize losses and other tax attributes following an acquisition of control. Subsection 256(7) of the Act provides rules for determining...more

State and Local Tax Insights -- Fall 2012

by Morrison & Foerster LLP on 11/5/2012

In This Issue: State Tax Issues in Mergers, Acquisitions and Restructurings: Food for Thought; Upcoming 2012-2013 Speaking Engagements; The Due Process Clause as a Bar to State Tax Nexus; Paul H. Frankel, Craig B. Fields...more

Acquisition and Rehabilitation Opportunities: Projects with an Expiring Nine Percent Tax Credit Compliance Period

by Orrick, Herrington & Sutcliffe LLP on 10/26/2012

Residential rental projects financed with “9%” low income housing tax credits in the late 1990’s or early 2000’s offer, or will soon offer, special opportunities for acquisition/rehabilitation financing with tax exempt bonds...more

Advance Dividend Payment under the Turkish Commercial Code

by Burak Kepkep on 10/12/2012

This document highlights basic characteristics of advance dividend payment in non-publicly traded companies under the Turkish Commercial Code....more

A Brief Comparison of Limited Liability Partnerships and Joint Stock Companies under the Turkish Commercial Code

by Burak Kepkep on 10/11/2012

This note aims to compare basic characteristics of limited liability partnerships and joint stock companies in accordance with the provisions of the Turkish Commercial Code and tax legislation....more

Share Transfers in Limited Liability Partnerships under the Turkish Commercial Code

by Burak Kepkep on 10/9/2012

This note aims to outline new framework brought by the Turkish Commercial Code No 6102 on share transfers in limited liability partnerships....more

Business News Digest - August 2012

by Venable LLP on 8/27/2012

In this issue: - A Tale of Two Middle Markets - After Nearly Ten Years Under Review, CBP Revises Its Policy to Allow Post-Import Pricing Adjustments for Related Party Goods - Consummated Mergers: It Ain’t Over...more

Successor Liability – Not Your Problem, Or Is It?

by McNees Wallace & Nurick LLC on 7/13/2012

When negotiating the sale of a business, tax considerations typically drive the structure of the sale. After taxes, however, liability issues are one of the most significant factors in how a deal is structured. From a...more

Transferring quarry and mining rights in the Democratic Republic of Congo [DRC]

by JOSEPH YAV KATSHUNG on 7/12/2012

The mining code of the Democratic Republic of Congo [DRC] provides for a possibility of leasing and assigning mining and quarry rights. Since mining and quarry rights, as expressed in mining and quarry permits, are real and...more

You Can’t Spell “Subchapter C” Without E&P: Proposed Treasury Regulations Clarify the Rules Concerning the Allocation of Earnings...

by Sutherland Asbill & Brennan LLP on 4/18/2012

On April 13, 2012, Treasury and the Internal Revenue Service (the IRS) issued proposed regulations that aim to clarify the rule of Treas. Reg. § 1.312-11(a), which concerns the allocation of earnings and profits in tax-free...more

Business Law Newsletter - March 2012

by Bean, Kinney & Korman, PC on 3/28/2012

In This Issue: - 10 Common Mistakes That Can Doom an Acquisition Buyer’s Prospective...Page 1 - Tax Law: Engaging Appraisers for Closely-Held Business Interests...Page 3 -Excerpt from 10 Common Mistakes That...more

Morguard Corporation v. The Queen – When will a “break fee” be considered income?

by Dentons on 3/7/2012

In Morguard Corporation v. The Queen, 2012 TCC 55, Justice Boyle of the Tax Court of Canada considered whether a “break fee” received by a predecessor of the Appellant (for the purposes of this discussion, the “Appellant”) in...more

What You Need to Get Done Now If You Want to Sell Your Company in 2012

by Mintz Levin - Corporate & Securities on 2/24/2012

One of today’s most discussed political topics is the expected expiration of the Bush tax cuts after December 31, 2012. If Congress doesn’t act, among other things, the individual U.S. federal income tax rate...more

Tennessee Personal Property Tax Schedules Due in March Recent Decision Holds that “Acquisition Cost” Does Not Include Intangible...

by Bradley Arant Boult Cummings LLP on 2/15/2012

With Tennessee personal property tax filings due in March, Tennessee taxpayers should take note of a recent administrative judge decision holding that intangible costs (such as freight, installation, engineering and...more

M&A Agreements: Opportunities And Perils In Asset Acquisitions

by Jackson Walker on 12/28/2011

Table of Contents: I. INTRODUCTION ... 1 II. ALTERNATIVE STRUCTURES FOR TRANSFERS OF BUSINESSES ...... 3 A. Common Threads; Alternatives ... 3 B. Mergers and Consolidations ... 4 C. Purchases of Shares... 5 D....more

Understanding the difference between: Limited Liability Partnerships (LLP) and Private Limited Company (Pvt. Ltd.)

by iPleaders and Intelligent Legal Risk... on 9/6/2011

Since LLP has been introduced in India, apart from incorporating a traditional Limited Liability Company, it has become an option for entrepreneurs, business owners and investors starting new ventures to start their business...more

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Commercial Law & Contracts › Mergers & Acquisitions › Tax Law