Mergers & Acquisitions Tax Business Organization

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New IRS Audit Rules: Partnerships and LLCs Should Name A Partnership Representative For IRS Audits

New legislation will govern IRS audits of partnerships and LLCs for tax years beginning after December 31, 2017. The new rules will affect both existing LLCs and partnerships as well as new partnership and LLC agreements,...more

IRS Provides New Guidance on Midyear Changes to Safe Harbor 401(k) Plans

If you read one thing... - The IRS has issued new guidance on midyear changes to a safe harbor plan under Code Sections 401(k) and 401(m) that addresses the requirement that plan provisions generally must remain in...more

New Ruling of the Czech Supreme Administrative Court: Twilight of Acquisition Structures?

A recent Czech Supreme Administrative Court decision invoked the doctrine of abuse of law disallowing the tax deductibility of interest on a shareholder loan in an acquisition transaction. Since similar acquisition structures...more

Minnesota Court of Appeals Articulates Test for Direct Shareholder Claims in In re Medtronic, Inc. Shareholder Litigation

On January 25, 2016, the Minnesota Court of Appeals decided In re Medtronic, Inc. Shareholder Litigation, holding that a shareholder’s claim is properly characterized as a direct claim, not a derivative claim, even where all...more

"Major Changes to Tax Audit Procedures to Impact Most Partnerships"

Legislation enacted in November 2015 will fundamentally change the way the Internal Revenue Service (IRS) examines entities treated as partnerships for U.S. federal tax purposes, including how it assesses and collects tax...more

Federal Tax Advisory: Investment Company Rules

Sections 351 and 362 contain investment company rules that have nothing to do with mutual funds. They define certain corporations as investment companies in counterintuitive ways and then deny the usual nonrecognition...more

International Tax Advisory: New IRS Notice Continues Attack on Inversions

There is no love lost between the U.S. Treasury and U.S. companies seeking offshore tax homes. Absent congressional action to stem the inversion tide, the Treasury and IRS are left to flex their regulatory and administrative...more

Investing in Morocco

Over recent years, Kingdom of Morocco has created a legal and regulatory framework very attractive for foreign investors. In addition to its political stable environment, a recent series of tax treaties with numerous...more

IRS and Treasury Issue More Guidance on “Inversion” Transactions

The Treasury Department and the Internal Revenue Service have issued additional guidance about so-called “inversion” transactions. Generally, an inversion transaction results where a U.S. corporation (“U.S. Target”) is...more

Supreme Court of Canada to Hear Tax Rectification Case

On November 19, 2015, the Supreme Court of Canada granted leave to appeal in Canada (A.G.) v. Groupe Jean Coutu (PJC) inc., 2015 QCCA 838, which addresses the question of when rectification will be granted in the tax context....more

Second Circuit Upholds Common-Interest Privilege for Borrower’s Sharing of Legal Advice with Consortium of Lenders

The Second Circuit held last week that a borrower did not waive the attorney-client privilege by providing documents to a consortium of lender banks that shared a common legal interest with the borrower in the tax treatment...more

A Reverse Morris Trust Ruling

LTR 201542004 at first seems to involve a standard spinoff for the purpose of pursuing a reverse Morris Trust combination of Controlled with a Merger Partner, with the “significant issue” for ruling being a proposed swap of...more

Taxing the Earnout

Agreements for the sale of privately-held companies often call for part of the purchase price to be paid in the form of an earnout. The earnout provision requires the buyer to pay an additional amount in purchase price after...more

IRS Issues Final Regulations on F Reorganizations

In September 2015, the Treasury Department and the IRS issued final regulations (T.D. 9739) that provide guidance with respect to the qualification of a transaction as a reorganization under Section 368(a)(1)(F) (an “F”...more

IRS Releases Guidance on Treatment of Incentive Stock Options in Reorganizations

On May 8, 2015, the Office of Chief Counsel of the Internal Revenue Service released Chief Counsel Advice Memorandum No. 201519031 describing the difference in tax consequences of a disposition of shares acquired upon...more

[Webinar] Tax Planning for Investments Into Brazil - Oct. 14th, 12:00pm ET

Please join us on Wednesday, October 14th at 12:00pm EST for an in-depth joint presentation by tax attorneys, Jeffrey Rubinger of Bilzin Sumberg and Fernando Martins of WFaria Advogados on the cross-border tax considerations...more

Basic Tax Issues in Mergers and Acquisitions

Mergers and acquisitions ("M&A") are complex, multilayered transactions with multiple moving parts and a healthy dose of negotiation. There are, however, common tax implications at play in most transactions of which...more

Dutch Tax Plan 2016

Today, the Dutch Ministry of Finance published its Tax Plan 2016. In fact, the government sent six separate Bills to Parliament (one on 11 September and the other five on 15 September). Hereinafter we will refer to these six...more

Tax Policy Update

As in the 9 percent "amusement tax" that the city of Chicago recently extended to online streaming services like Netflix and Amazon Prime, triggering a series of lawsuits alleging that the newly expanded tax was illegally...more

Successful Strategies for Doing Business in Asia: Korea (Updated)

WHAT ROLE WILL THE GOVERNMENT OF KOREA PLAY IN APPROVING AND REGULATING FOREIGN DIRECT INVESTMENT? The Korean government takes an active, investor-friendly role in approving and regulating foreign direct investment....more

Successful Strategies for Doing Business in Asia: Japan (Updated)

WHAT ROLE WILL THE GOVERNMENT OF JAPAN PLAY IN APPROVING AND REGULATING FOREIGN DIRECT INVESTMENT? Generally speaking, foreigners can conduct business in Japan on an equal legal footing with Japanese citizens. The...more

Successful Strategies for Doing Business in Asia: India (Updated)

1. WHAT ROLE WILL THE GOVERNMENT OF INDIA PLAY IN APPROVING AND REGULATING FOREIGN DIRECT INVESTMENT? Historically, India has been a regulated economy since its independence. The government of India (GOI) launched a new...more

Is An Asset Purchaser Liable For Seller’s Withdrawal Liability?

Many asset buyers believe that, as long as they do not agree to ERISA Section 4204’s sale of assets exception to withdrawal liability, they will acquire the seller’s assets free and clear of any prior contribution history and...more

Successful Strategies For Doing Business In Asia: Hong Kong (Updated)

Hong Kong is always rated as one of the world’s freest economies, one of the reasons being that the government has always adopted the approach of nonintervention. Hong Kong strives to attract more foreign investors to...more

Successful Strategies For Doing Business In Asia: China (Updated)

1. WHAT ROLE WILL THE GOVERNMENT OF CHINA PLAY IN APPROVING AND REGULATING FOREIGN DIRECT INVESTMENT? In the past, foreign investment in China was highly regulated. However, following China’s entry into WTO in 2001,...more

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