Mergers & Acquisitions Tax

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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

Final Noncompensatory Partnership Options Regulations Could Affect the Tax Treatment of Penny Warrants and Other Arrangements

Investments in partnerships (and other pass-through entities such as limited liability companies treated as a partnership) often involve the acquisition of warrants, options or other rights to acquire securities. This is...more

Court of Federal Claims: Merged Corporations are the Same Taxpayer for Interest Netting

In Wells Fargo, the Court of Federal Claims held that a taxpayer may net underpayment balances and overpayment balances among merged entities under Section 6621(d). Section 6621(d) provides that, to the extent the “same...more

Corporate Inversions Showing No Signs of Slowing Down

In a corporate inversion, a U.S. corporation (typically the parent of an affiliated group) becomes a wholly owned subsidiary of a foreign corporation (through a merger into the foreign corporation’s U.S. subsidiary) or...more

Is Your Company Prepared For The Potential Impacts Of The Stop Corporate Inversions Act of 2014

As Congress Seeks Additional Funding, Inversion Proposal Emerges - Throughout the past several weeks, Pfizer’s attempt to acquire AstraZeneca has garnered significant congressional and media attention. Pfizer, a U.S....more

Corporate Inversions–Fencing In U.S. Businesses

The U.S. has a tax competitiveness problem – its effective corporate tax rates are among the highest in the world. Once upon a time the U.S. was on the low end, and attracted business and capital. Now that it is on the high...more

M&A Update: Senator Levin Introduces Anti-Inversion Act

On May 20, 2014, Sen. Carl Levin (D-MI) introduced the Stop Corporate Inversions Act of 2014 (the “Levin Bill”), which proposes significantly more stringent limits on the ability of U.S. companies to relocate outside the U.S....more

To the Direct Acquirer Belong the Tax Attributes: Proposed Regulations Modify the Definition of Acquiring Corporation for Purposes...

On May 7, Treasury and the IRS published proposed regulations addressing which corporation succeeds to the tax attributes of another corporation that transfers assets in an acquisitive asset reorganization described in IRC §§...more

Inversion Transactions Likely to Continue and Expand into Other Markets and Industries

During recent months there has been a surge in cross-border M&A activity in which U.S. and non-U.S. companies combine in so-called inversion transactions. Examples of these transactions are Endo International’s acquisition of...more

M&A Update: New Rules Will Limit Shareholders’ Tax-Free Treatment On Inversions

In what may be the first of a series of steps, the government took decisive action today to ensure that shareholders of US companies inverting by merger must pay tax on the transfer of their US company shares if they hold a...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

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

New Urgency for Corporate Inversion Transactions (Quorum, March 2014)

Corporate inversions have constituted an active and successful part of the M&A market in 2013 and early 2014, as acquirors have typically traded up on the date of announcement. However, there is now a new urgency for U.S....more

M&A Update: Treasury Department Proposes To Expand Anti-Inversion Rules

The Treasury Department, in its Fiscal Year 2015 Revenue Proposals (the “Green Book”), has proposed to significantly tighten Section 7874 of the Internal Revenue Code, effective January 1, 2015, reducing the ability of a U.S....more

Inside M&A - Winter 2014

Delaware Court of Chancery Upholds Forum Selection Bylaws - In recent years, virtually every merger and acquisition (M&A) transaction of significant size involving a U.S. public company has been challenged in court. ...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

New York Sales Tax Implications of an Asset Purchase

The buyer of an existing business must determine whether to purchase the stock of the business entity or to purchase the assets of the business. The factors to consider include both non-tax and tax-related advantages of each...more

Doing Business in Japan

I am pleased to present to you DLA Piper’s “Doing Business in Japan” Guide. Japan is the world’s third largest economy and remains cutting-edge in business. In 2012, 68 Global 500 Companies were headquartered in...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

Proposed Regulations On Imported Built-In Losses Include Some Controversial Aspects

Proposed Regulations (REG-161948-05, 9/6/13) dealing with the importation of built-in loss properties under Sections 334(b)(1)(B) and Section 362(e)(1) are designed "to prevent erosion of the corporate tax base through the...more

Selling Privately Held Businesses – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office [Video]

Attorney Stephen Gulotta, Managing Member of Mintz Levin's New York office, discusses the importance of advance planning in the sale of privately held companies. ...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

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

Ecotality Files for Chapter 11 Bankruptcy

Ecotality Files for Chapter 11 Bankruptcy by Joel R. Glucksman on October 3, 2013 Ecotality, a green-energy company backed by the U.S. government, has followed in the footsteps of many other electric car battery...more

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