Finance & Banking Mergers & Acquisitions Tax

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Corporate & Tax E-Note - December 2014

In this issue: - SEC Crowdfunding Rules Delayed Until October 2015 - Mega M&A Experiencing One of Biggest Booms in History - Some Small Business Owners Say Tax Break Extension Not Enough - 2014...more

Bank, CFO Settle Accounting Charges with SEC

The SEC filed settled accounting actions with a financial institution and its CFO, keyed to a restatement. The accounting issue focused on deferred tax assets and the failure to have the related reserve. In the Matter of...more

Explore: Insights from the DLA Piper Mining Sector (Global)

In This Issue: - Editorial - About our mining sector - Mirabela Nickel restructuring – An Australian first - EU import duties and the mining supply chain - Indonesia – An update on the ore and minerals...more

International News: Focus on Compliance

In This Issue - Welcome to the final issue of International News for 2014. As regulatory oversight of companies—from Sarbanes Oxley and the Dodd-Frank Act to the Foreign Corrupt Practices Act and the UK Bribery...more

"U.S. Corporate Inversion Update"

Numerous US legislative proposals have reacted to the perceived problems of US corporate inversions in which, generally, a parent USco becomes a Forco’s subsidiary. Not content to wait for enacted legislation, the IRS and the...more

Back in the game: The rise of US M&A

US M&A is bouncing back - After a tough few years, acquisitions in the United States have seen a remarkable resurgence - The first half of 2014 saw a great dealmaking revival in the United States. Deal values...more

Appel: Corporate Inversions Could Mean Big Tax Bills For Shareholders  [Video]

Nov. 3, 2014 -- Allen Appel, Professor at New York Law School and Director of the International Tax Program, talks with Lee Pacchia about corporate inversions....more

Search Funds: Catering to Canadian Investors

As those in the search fund community are aware, finding the right investors for a fund is critical to its success. Equity sources bring more than their capital to the table; the best investors serve as experienced advisers...more

Treasury Notice on Inversions Leaves Basic Inversion Transactions Intact

In This Issue: - Deferred Earnings and Profits of CFCs - Code Section 956(e) - Code Section 7701(l) - Code Section 304(b)(5)(B) - Code Section 7874 - Request for Comments -...more

U.S. Treasury Tries to Clamp Down on Tax Inversions

Lately, the media has focused on tax inversions, most recently when Burger King announced that it will purchase Tim Hortons, a Canadian company, but what are they?...more

New Treasury Regulations Target Corporate Inversions

Last week, the Internal Revenue Service and Treasury Department announced a number of new regulations intended to make it more difficult to qualify for tax advantages associated with inversion transactions and reduce certain...more

The New Landscape for Inversions: IRS and Treasury Change the Rules

The Internal Revenue Service (“IRS”) and Treasury Department issued Notice 2014-52 (the “Notice”) targeting corporate inversions on September 22, 2014 (the “Notice Date”) in the U.S. Tax considerations are important for...more

OECD/BEPS Intangibles Revisions to Change Character, Treatment of Goodwill

Corporations acquiring intangible assets as part of business combination will no longer be able ignore goodwill in their subsequent restructurings and asset transfers. That’s the upshot from tax authorities from around the...more

Treasury Announces Inversion Regulations; Reach Extends to Other Cross-Border M&A

New guidance seeks to curb the incidence of inversions and reduce the associated tax benefits, but also extends beyond inversions. On September 22, 2014, the US Department of the Treasury (Treasury) and the Internal...more

Alert: IRS and Department of the Treasury Notice Limits Inversion Transactions

On September 22, 2014, the United States Department of the Treasury and the Internal Revenue Service issued a Notice (Notice 2014-52) that limit "inversion" transactions and their potential tax benefits. In general, an...more

Treasury Takes Action Against Corporate Inversions

Earlier this week, the Treasury Department and the IRS announced that they would issue regulations that substantially limit the U.S. tax benefits of corporate inversions (and certain post-inversion transactions)....more

M&A Update: Treasury Announces New Anti-Inversion Rules

On September 22, 2014, the Treasury Department announced its intent to issue new regulations that will reduce the tax benefits available after an inversion and may make it more difficult for some U.S. companies to invert (the...more

The Mergers & Acquisitions Review: Eighth Edition: Chapter 11: British Virgin Islands

I OVERVIEW OF M&A ACTIVITY - British Virgin Islands (BVI) companies are employed in geographically diverse corporate structures, with the effect that gradually improving global economic conditions have started to...more

Anti-Inversion Legislation May Impact Non-Inverted Private Equity Deals

Corporate inversions have been the target of regulatory or statutory tax proposals for many years. However, the recently attempted combination of Pfizer and AstraZeneca received prompt and more far-reaching attention in the...more

M&A Update | Inversions: The View from Ireland

On June 25, 2014, Ireland’s Taoiseach (Prime Minister) Enda Kenny and Minister for Finance Michael Noonan, among others, met with Cadwalader Chairman-elect and Corporate Group Co-Chair James C. Woolery in Dublin regarding...more

New IRS Guidance Offers Insight Regarding Covered Transactions Under the Transaction Cost Regulations

When the IRS released the transaction cost regulations of Treas. Reg. 1.263(a)-5, a new term was created: “covered transaction.” Unlike the treatment of a covered transaction in a tax shelter context, which is generally...more

DQ’d: New Inversion Regulations Expand the Reach of the Public Offering Rule and Offer a Few Other Surprises

On January 17, Treasury and the IRS published new temporary and proposed regulations under Section 7874 of the Internal Revenue Code that expand the reach of the so-called “public offering rule” of Section 7874(c)(2)(B) to...more

New Temporary Regulations Introduce a Welcome De Minimis Rollover-Shareholder Exception to US Anti Inversion Rules

On January 16, 2014, the Treasury Department and the Internal Revenue Service released new temporary regulations on one aspect of corporate inversions under Section 7874 (the “Regulations”) that altered and clarified the...more

The 336(e) Election: Possible Deemed Asset Sale Treatment When a 338(h)(10) Election is Unavailable

For U.S. federal income tax purposes, a purchaser in a corporate acquisition typically prefers to acquire assets of a target corporation (“Target”) rather than stock because a purchaser that acquires assets is able to “step...more

Investors Plead Guilty to Rig Bids at New Jersey Municipal Tax Auctions

Investors Plead Guilty to Rig Bids at New Jersey Municipal Tax Auctions by Frank L. Brunetti on October 3, 2013 Two financial investors who purchased municipal tax liens pleaded guilty today for their roles in a...more

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