Mergers & Acquisitions Tax General Business

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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

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

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

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

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

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

Ruling Demonstrates Potential for Inversion Rules to Apply in Inbound Structures

In Private Letter Ruling 201432002 (the “PLR”), the IRS ruled that a foreign-to-foreign “F” reorganization did not implicate the Section 7874 anti-inversion rules. As a result, a foreign corporation (that was 100 percent...more

Five Changes to the Tennessee Nonprofit Corporation Act That You Need to Know

The following are five important changes to the Tennessee Nonprofit Corporation Act (the Act) which became effective January 1, 2015: 1. Affirmative Disclosure Requirement to Report Up the Chain of Command; 2....more

Tax Geek Tips You Ought To Know

In any merger or acquisition, parties incur costs beyond payment of the purchase price. Transaction costs can include compensatory payments (option cancellation payments, bonuses, etc.) and professional fees (legal,...more

Delaware Supreme Court Endorses Change of Control Subject Only to a Post-Signing Passive “Market Check” and Overturns Chancery...

On December 19, the Delaware Supreme Court overturned a Delaware Chancery Court decision that imposed a mandatory obligation on a target company to solicit alternative transactions for 30 days despite a prohibition against...more

Corporate & Tax E-Note - December 2014

In this issue: - SEC Crowdfunding Rules Delayed Until October 2015 - Mega M&A Experiencing One of Biggest Booms in History - Some Small Business Owners Say Tax Break Extension Not Enough - 2014...more

Bank, CFO Settle Accounting Charges with SEC

The SEC filed settled accounting actions with a financial institution and its CFO, keyed to a restatement. The accounting issue focused on deferred tax assets and the failure to have the related reserve. In the Matter of...more

International News: Focus on Compliance

In This Issue - Welcome to the final issue of International News for 2014. As regulatory oversight of companies—from Sarbanes Oxley and the Dodd-Frank Act to the Foreign Corrupt Practices Act and the UK Bribery...more

2015 Compensation Committee Handbook

Preface - The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This first edition of the Compensation Committee Handbook from the lawyers of the Executive...more

Tax Court Characterizes Technology Executive’s Merger Proceeds as Ordinary Income

On October 30th, the U.S. Tax Court ruled that a key executive of a technology company acquired by Google for $93 million was required to report a large portion of his merger consideration as ordinary compensation income....more

"U.S. Corporate Inversion Update"

Numerous US legislative proposals have reacted to the perceived problems of US corporate inversions in which, generally, a parent USco becomes a Forco’s subsidiary. Not content to wait for enacted legislation, the IRS and the...more

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...more

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