Mergers & Acquisitions Securities Tax

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A SWISS PRINCIPAL MODEL CASE STUDY: RESTRUCTURING A MULTINATIONAL CORPORATION THROUGH TERRITORIAL OPTIMIZATION

The Swiss Principal model has become an effective means to optimize the structure of multinational companies on a regional basis, maximizing efficiencies by restructuring EMEA-area procurement, distribution and sales...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

IRS Relies on Rule from 1800s to Justify Tax Preparer Regulations

IRS Relies on Rule from 1800s to Justify Tax Preparer Regulations by Joseph M. Donegan on October 9, 2013 The Internal Revenue Service is pulling out all the stops to support a set of proposed rules that would allow it...more

All a Twitter: Why IPOs Are Back

All a Twitter: Why IPOs Are Back by Dan Brecher on September 24, 2013 Twitter, Inc. recently announced plans for an initial public offering (IPO). The news confirmsthat companies are increasingly deciding it's a good...more

Lobstermen Fall Victim to Supply and Demand

Lobstermen Fall Victim to Supply and Demand by Dan Brecher on September 13, 2013 Businesses of all sizes and in all industries must contend with the age-old economic principle of supply and demand. Whether your business...more

Judge May Be Close to Approving AMR Bankruptcy Plan

Judge May Be Close to Approving AMR Bankruptcy Plan by Joel R. Glucksman on September 12, 2013 AMR Corp. may be permitted to proceed with its plan to exit bankruptcy protection, despite the ongoing government lawsuit...more

So You Want to Start a New York Food Truck Business?

So You Want to Start a New York Food Truck Business? by Gary S. Young on September 2, 2013 Food trucks, a/k/a mini-restaurants on wheels, have become popular business ventures for food service entrepreneurs. However,...more

Stimulus-Backed Car Charging Company Close to Bankruptcy

Stimulus-Backed Car Charging Company Close to Bankruptcy by Joel R. Glucksman on August 29, 2013 ECOtality Inc., a U.S. Energy Department-backed maker of electric car charging systems, is teetering on the brink of...more

FTB to Clean Up Deferred Intercompany Stock Account Regulation

On July 25, the FTB held a public hearing on its proposed revisions to its regulation on intercompany transactions. The changes attempt to fix issues with the current rules governing Deferred Intercompany Stock Accounts...more

IRS Rules That A Partially Tax-Free Transaction Qualifies As ‘Covered Transaction’ For Purposes Of The Transaction Cost...

The Internal Revenue Service (the Service) recently released Priv. Ltr. Rul. 2013-19-009, which interprets the transaction cost regulations of Treas. Reg. §1.263(a)-5....more

New Section 336(e) Election Provides Additional Flexibility in Taxation of Stock Transactions

On May 15, 2013, the Department of the Treasury issued final regulations regarding a new election now permitted under Section 336(e) of the Internal Revenue Code that allows sellers to elect to treat transactions structured...more

Exchangeable Share Structures Revisited

Exchangeable share structures have been a fixture in structuring cross-border share exchange mergers and acquisitions involving Canadian corporations for decades. Although the Canadian government previously announced plans to...more

Final Section 336(e) Regulations Allow Step-Up in Asset Tax Basis in Certain Stock Acquisitions

Final regulations were issued last month under IRC Section 336(e). These regulations present beneficial planning opportunities in certain circumstances....more

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

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

Are You Using Your Holding Company?

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

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

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

Recent Changes Allow Tax-Free Receipt of up to $10 Million in Gain from the Sale of Small Business Stock

One silver lining to the American Taxpayer Relief Act of 2012 (“ATRA”) is that it extended the 100% exclusion for capital gain on qualified small business stock (“QSBS”) acquired between 2010 and 2011 to include stock...more

Congress Extends 100% Gain Exclusion for Small Business Stock

Favorable tax treatment applies to certain acquisitions of qualified small business stock in 2012 and 2013 and may influence choice-of-entity decisions....more

Share Transfers in Limited Liability Partnerships under the Turkish Commercial Code

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

Foreign-Controlled Canadian Corporations Beware The New Foreign Affiliate Dumping Proposals

On August 14, 2012, the Department of Finance released draft legislation that includes a revised version of the foreign affiliate dumping proposals tabled with the March 29 Federal Budget. The stated objective of the...more

Corporate & Tax E-Note - June 2012

In This Issue: - High Court Says Jurors Need More Role in Corporate Criminal Fines - Companies Face Confusion Over Indemnification Rights - More Companies Splitting Up Role of CEO, Board Chair - Few Public...more

IRS Joins FCPA Enforcement

At the recent ACI FCPA Boot camp, held in Houston, there was an interesting new angle presented in the enforcement panel. Clarissa Balmaseda, a special agent in charge of Internal Revenue Service (IRS) criminal investigation,...more

IRS Releases Form of Information Return for Corporate Actions Affecting Stock Tax Basis

On January 13, 2011, Wilson Sonsini Goodrich & Rosati issued an alert that described certain tax reporting requirements for any domestic or foreign corporation that undertakes an "organizational action," such as a merger,...more

IRS Issues Regulations Regarding the Valuation of Stock-based Consideration Packages in M&A Transactions

On December 19, 2011, the IRS finalized prior temporary regulations and issued additional proposed regulations regarding the valuation of stock-based consideration packages for purposes of the “continuity of interest”...more

Treasury Issues Proposed Regulations under Section 382 That Would Ease Compliance Requirements for Tracking Small Shareholder...

On November 23, 2011, the Internal Revenue Service (the "IRS") issued new Proposed Regulations under Section 382[1] that, if adopted and finalized, would limit the application of the Section 382 segregation rules (discussed...more

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