Mergers & Acquisitions Tax

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Inside M&A - Fall 2014

Managing Compliance Risks in M&A Transactions - Buyers can acquire unintended and potentially very damaging liabilities together with target business or assets. Analyzing the financial situation of a target company,...more

Public M&A: End Of The False Dawn

With an increase in sizeable, highly strategic public M&A transactions in key markets, we assess the regulatory and market challenges now confronting bidders, from activist shareholders to bid defence mechanisms and tighter...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

Hidden Gift in Merger Transaction

Disguised gifts found in a merger transaction, along with an interesting story on how the gifts came about. Most tax practitioners are trained to look behind the transfers occurring in family corporate transactions to...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

U.S. Treasury Department Takes Action to Slow (But Not Stop) Corporate Inversions: A Summary for Executives

What is an inversion? An inversion is a transaction that results in an existing U.S. company becoming a foreign company or becoming a subsidiary of a foreign parent. Historically, inversions involved U.S. companies...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 and IRS Issue Inversion Notice

The Treasury Department and the IRS released Notice 2014-52 (the “Notice”) on September 22nd to limit expatriation transactions. The Notice states that Treasury will issue regulations intended to limit the tax benefits of...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

Grunderwerbsteuer: Das Ende von 94/6-Strukturen bei Personengesellschaften?

Bundesfinanzhof verschärft den Rahmen für steueroptimierte Akquisitionsstrukturen durch mittelbare Zurechnung nach wirtschaftlichen Maßstäben . Thema der aktuellen Entscheidung – In einer am 10. September 2014...more

German Real Estate Transfer Tax: The end of so-called 94/6 Partnership Structures?

German Federal Fiscal Court severely tightens framework for acquisition structures by using beneficial ownership as the standard for the attribution of indirect participations. Key Subject of the Decision - With a...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

Inbound Acquisitions At A Glance - Update 2014

We are delighted to provide you the third edition of our “Inbound acquisitions at a glance” brochure. In today’s increasingly complex business environment, awareness of the tax environment in relevant jurisdictions is...more

Assessing Retroactive Inversion Legislation And Its Risks

The increasing use of corporate inversions, whereby a company via merger achieves 20 percent or more new ownership, claims non-U.S. residence, and is then permitted to adopt that country’s lower corporate tax structure and...more

State Revenue Departments Misapplying Federal Tax Law

State income tax laws generally build on federal tax law. The typical pattern is to begin the calculation of state taxable income with federal taxable income and then to modify it by adding or subtracting items where state...more

Corporate Tax Inversions: Will Either Congress Or The Administration Act In 2014?

There may be significant legislative and regulatory activity over the next few months as the US Congress and the Obama Administration continue to grapple with corporate tax inversions. While it remains unlikely that...more

The Real Tax Benefits of Inverting to Canada

On August 26, Burger King announced that it entered into an agreement to acquire Tim Hortons, Inc., the Canadian coffee-and-doughnut chain, in a transaction that will be structured as an “inversion” (i.e., Burger King will...more

The Corporate Inversion: From Obscure Strategy to Hot Trend

Capitalist ideals of “free enterprise” and “competition” make great debate topics, but when compared to the business-friendly tax codes of other nations the United States Tax Code cannot compete. With the highest corporate...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

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