Mergers & Acquisitions Tax

Read Mergers & Acquisitions Law updates, articles, and legal commentary from leading lawyers and law firms:
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Tax Due Diligence and Self-Checks of Tax Liabilities

A buyer who orders a tax due diligence review before acquiring a company wants to get information not only about the tax risks that may exist for that company, but also about its existing tax assets (both those assets that...more

Tax Incentives Offer Hope for UK Oil and Gas Industry Affected by Low Oil Prices

In the March 2015 Budget, chancellor George Osborne reacted to a significant fall in crude oil prices and to industry calls by reversing a tax hike that he imposed in 2011. This move could provide a lifeline to aging fields...more

GST and Awards of Damages

A recent Victorian Supreme Court decision, Millington v Waste Wise Environmental Pty Ltd [2015] VSC 167 , confirms that a damages award should generally be calculated on a GST exclusive basis in circumstances where the...more

TaxAble: Tax Tips You Ought To Know

A person has phantom income when she or he has taxable income, but does not receive an equal amount of cash. Phantom income is generally dreaded by taxpayers and tax advisers alike. Yet, it occurs surprisingly frequently in...more

FCPA Compliance and Ethics Report-Episode 154-Compliance Leadership-Persuasion, Influence, Tools & Tips, Skills and Tips [Video]

In this episode, I discuss some of the tools which a compliance practitioner or CCO can use to further compliance in an organization. ...more

Tax Provisions in Business Acquisition Agreements [Video]

Presented by Joshua D. Bryant This webinar addresses common tax-related provisions in business acquisition agreements....more

Focus on Private Equity - April 2015

In This Issue: - The Use of Alternative Credit in Europe - Buying and Selling a Craft Brewery in the United States - Excerpt from The Use of Alternative Credit in Europe: As a result of the reduced...more

"New IRS Tax Accounting Rule to Benefit M&A"

The IRS recently adopted a taxpayer-favorable new tax rule that alleviates one of the more significant tax risks that often complicates M&A. Historically, if a target company had been reporting something incorrectly on its...more

Proposed Treasury Regulations Aim to Curb Elective Treatment of M&A Transaction Costs

Some taxpayers have taken the position that an acquiring corporation and a target corporation, when the target corporation is joining the acquiring corporation's consolidated corporate group, can choose between taking certain...more

U.S. Renewable Energy Financing And Regulatory Outlook 2015

Orrick and Clean Energy Pipeline have launched a series of reports dedicated to exploring investment opportunities and challenges in the global renewable energy sector. In the first issue, we analyzed the investment...more

Germany's safe harbors to its net operating loss carryover limitation rules – or: let's make a law

Historically – meaning until the end of 2007 – the German corporate tax law provided for limitation rules on the use of tax-wise net operating loss carryovers of a corporation, where the "loss corporation," after a change in...more

Corporate Alert: China’s New Tax Regulation on Indirect Disposals Complicates Certain Offshore M&A Deals

In 2009, China’s State Administration of Taxation (SAT) promulgated Circular 698 to empower PRC tax authorities to re-characterize transfers by non-PRC residents of shares in offshore companies that hold equity interests in...more

Stock and Asset Sales: Tax Consequences of Each Transaction

As discussed in prior posts, an asset sale transfers only the assets of the business, whereas a stock sale transfers some or all of the ownership interest in the business as well as its obligations and liabilities....more

IRS Proposes Curtailing “Next-Day Rule” in Corporate Acquisitions

Are you a day late? - On March 5, the Internal Revenue Service (the IRS) published proposed regulations (REG-100400-14, RIN 1545-BM14) (the Proposed Regulations) that would place strict new guidelines on the “next-day...more

M&A Update: Market Pressures, Favorable Law Spur REIT Conversions and Spinoffs

Urged on by activists and institutional shareholders, a large number of companies with real estate holdings pursued real estate investment trust (REIT) conversions or spinoffs in 2014. At least half a dozen companies...more

More Tough Talk on Cracking Down on Offshore Activity

In what is becoming a popular refrain, we are continuing to hear tough talk by government officials on cracking down on offshore activity. The most recent target is once again corporate inversions. ...more

Control Transactions in the UK Mid-Market

In a number of transactions in the UK mid-market in which we have been involved recently, we have noted a departure from the traditional private equity buy-out model, whereby the sponsor acquires 100% of the target and...more

Court Rejects “Merger Tax” Litigation Settlements That Benefit Primarily Plaintiffs’ Attorneys and Plaintiffs Who Do Not Represent...

It is no secret that when a public company announces a merger, lawsuits follow. There is nothing inherently wrong with this phenomenon. If the merger price is woefully unjustifiable or if shareholders are not given adequate...more

Cooperative Hospital Service Organizations: A Hospital Joint Venture Option

Cooperative Hospital Service Organizations (CHSOs) are organizations that are available for hospitals considering certain types of joint ventures with other hospitals. If the terms for their use strictly meet the regulatory...more

NYDFS Changes to Proposed BitLicense Regulations

The New York State Department of Financial Services (“NYDFS”) released its revised proposed BitLicense regulations on February 4, 2015. Changes from NYDFS’ initial proposed regulations are listed below. Among the more...more

Why a Tax Attorney's Advice is Important: Estate Planning, Gift Tax, Business Succession, and the Ability to Rely on Advice by...

A recently published tax court opinion provides us with a fascinating case involving a rags to riches story of a tightly-knit hardworking family and the creation, merger and eventual sale of two related family companies. It...more

Practice Spotlight: Corporate Inversions and Related Transactions

The past several months have seen a flurry of business activity by and between U.S.-based corporations and foreign competitors. Mergers have been announced between foreign and domestic pharmaceutical companies, drug retailers...more

"Challenging the IRS Anti-Inversion Notice: A Hollow Threat"

On September 22, 2014, Treasury and the IRS issued Notice 2014-52, 2014-42 I.R.B. 712 (the Notice), announcing their intention to issue regulations aimed at blunting certain of the benefits from so-called inversion...more

"Insights Conversations: Life Sciences"

A healthy market for M&A activity, particularly cross-border deals, and a strict regulatory environment are the big factors influencing the health and activities of life sciences companies. Skadden partners John T....more

Indiana Department of Revenue Rules Forced Disposition is Nonbusiness Income

In Letter of Finding No. 02-20140306 (Dec. 31, 2014), the Indiana Department of Revenue (Department) determined that income from the sale of two operating divisions of a business pursuant to an order of the Federal Trade...more

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