Tax Law

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News & Analysis as of May 19, 2013

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

Inside M&A - Spring 2013

by Joseph S. Adams, Robert Clary II, Thomas P. Conaghan, Jeffrey Holdvogt, Joanne Ludovici, Jennifer Mikulina, Jeffrey Rothschild, Jake Townsend, Jeffrey Wagner | McDermott Will & Emery on 4/30/2013

Top Five Traps for the Unwary in Spin-Offs - A wave of corporate breakups has swept through the United States over the last few years as investors have taken notice of the fact that smaller companies focused on a...more

IRS Releases Legal Memorandum Addressing Stock Options and Other Transaction-Related Deductions

by Wilson Sonsini Goodrich & Rosati on 2/1/2013

On January 28, 2013, the Internal Revenue Service (IRS) published a generic legal advice memorandum (GLAM), AM2012-10, addressing the timing under the consolidated return regulations of certain deductions that commonly arise...more

Focus on Private Equity -- Issue 1, June 2012

by McDermott Will & Emery on 6/22/2012

In This Issue: Key Tax Considerations for Private Equity Acquisitions and Key Employee Benefit Considerations for Private Equity Acquisitions. Excerpt from Key Tax Considerations for Private Equity...more

Inside M&A - Fall 2011

by McDermott Will & Emery on 9/30/2011

In This Issue: The Top Five Environmental Traps in M&A Transactions; The Top Five Tax Traps in M&A Transactions; The Top Five Employee Benefits and Executive Compensation Traps in M&A Transactions; The Top Five...more

Mergers and Acquisitions in Canada - A Fraser Milner Casgrain llp Legal Guide

by Dentons on 9/6/2011

Introduction This guide is intended to outline the principal legal considerations pertinent to the acquisition of a Canadian business. The information is based on the assumption that the reader is a non-resident of...more

Inside M&A - March/April 2011

by McDermott Will & Emery on 5/3/2011

In This Publication: Successor Liability in an Asset Sale: Court Holds Purchaser Liable for Seller’s Delinquent Contributions to a Multiemployer Plan; Increased Occurrence of Split-up of Pension Plans in the M&A Context;...more

Why Attorneys Should Care About Their Clients' Retirement Plans

by Ary Rosenbaum on 3/19/2011

While plan sponsors, financial advisors, and accountants should know about the potential pitfalls of plan sponsor liability or the need to have a plan design that fits the plan sponsor’s needs, I am amazed that many attorneys...more

Director and Employee Rights and the Grays Timber Case in the UK

by Morrison & Foerster LLP on 9/11/2010

When structuring the share rights of employees and directors in a company or group that employs them, parties to these arrangements will be keen to ensure that any enhanced rights to payments on a share sale are structured in...more

S Corporation ESOPs

by Jared Kaplan on 7/27/2010

This paper describes some ways in which ESOPs can be used in financial transactions....more

Doing Business in Canada

by Andrae Marrocco on 5/1/2010

This publication presents a general overview of the legislative and regulatory framework faced by foreign businesses wishing to establish or acquire a business in Canada. It covers topics ranging from Canada's constitutional...more

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