Mergers & Acquisitions, Tax Law, Finance & Banking

Insights - Spring 2013: Developing Federal Common Law of Successor Liability

by Regina Joseph | Shumaker, Loop & Kendrick, LLP on 5/17/2013

When a purchaser acquires substantially all the assets of a seller, the purchase agreement typically provides that the purchaser does not assume seller’s liabilities except to the limited extent specifically set forth...more

New Directive Correctly Resolves Use Of Transaction Cost Safe Harbor For Milestone Payments – Questions Nonetheless Linger

by Ellen McElroy | Pepper Hamilton LLP on 5/8/2013

A new directive specifies that Large Business & International (LB&I) examiners should not challenge a taxpayer’s treatment of eligible milestone payments when success-based fees are incurred, provided a safe harbor election...more

Integrating Foreign Currency Hedges With Respect To Stock Purchase And Sale Agreements

by Steven Bortnick | Pepper Hamilton LLP on 5/7/2013

Investment funds that invest globally must deal with volatility in the currency in which they agree to invest. Investment funds entering into obligations to purchase stock in a currency other than the primary currency of the...more

Private Equity - Winter/Spring 2013

by Gus Black, Carl de Brito, Daniel Dunn, Thomas Friedmann, Richard Horowitz, Jeffrey M. Katz, Steven Lorch, Roger Mulvihill, Kenneth Wang, Paul Wang, Amy Yang, Scott M. Zimmerman | Dechert LLP on 4/29/2013

In This Issue: - ILPA Guidelines Have Noticeable Impact - Extracting Tax Value in Debt Refinancings and Modifications - Private Equity and Venture Capital Investing in China: Exit Strategy and Circular 698 -...more

Market Entry: People's Republic of China

by Thomas M. Shoesmith | Pillsbury Winthrop Shaw Pittman LLP on 4/24/2013

China is the world’s second largest economy, with an annual growth rate of more than 8 percent and a rapidly growing middle class. Foreign investment into China routinely exceeds US$100 billion a year. Businesses from all...more

How to turn your LLC or S Corp. into a C Corp. with a Tax-Free Reorganization

by The R. Bernard Law Group on 4/16/2013

By now most entrepreneurs who have sought or will seek venture funding have learned that venture capitalists typically prefer to invest in C Corporations and will not invest in pass through entities such as a limited...more

Gaming Legal News - April 11, 2013 • Volume 6, Number 9

by Ryan M. Shannon, Robert Stocker | Dickinson Wright on 4/12/2013

In This Issue: - MICHIGAN GAMING CONTROL BOARD APPROVES ATHENS ACQUISITION TRANSACTION: At its April 9 monthly meeting, the Michigan Gaming Control Board (“MGCB”) approved Athens Acquisition LLC’s acquisition...more

New Market Tax Credits in Alabama

by Beau Byrd, Paul Compton, Matthew Hinshaw | Bradley Arant Boult Cummings LLP on 3/21/2013

The Alabama Department of Commerce has adopted rules regarding the Alabama New Markets Development Act, which implemented Alabama’s New Markets Tax Credit (NMTC). The rules, which are codified at Alabama Administrative Code §...more

Are You Using Your Holding Company?

by Hugh B. Wellons | Spilman Thomas & Battle, PLLC on 3/12/2013

Many banks formed holding companies in the late 1980s and 1990s. They had various reasons for doing this. Some formed a holding company to hold subsidiaries providing nonbank activities. Some used the holding company to...more

Canada’s Foreign Affiliate Rules: A Decade of Proposals Nearing Completion

by Osler, Hoskin & Harcourt LLP on 11/1/2012

On October 24, 2012, the Minister of Finance released a detailed Notice of Ways and Means Motion to implement outstanding technical tax amendments, including significant amendments to Canada’s income tax rules applicable to...more

Pennsylvania Supreme Court Schedules Oral Argument in Bank Shares Tax Case

by Reed Smith on 10/29/2012

The Pennsylvania Supreme Court has decided to hear oral argument in the Lebanon Valley Farmers Bank case1, and has scheduled the argument for November 27. The decision in this case could result in either a big tax bill or a...more

Advance Dividend Payment under the Turkish Commercial Code

by Burak Kepkep on 10/12/2012

This document highlights basic characteristics of advance dividend payment in non-publicly traded companies under the Turkish Commercial Code....more

Share Transfers in Limited Liability Partnerships under the Turkish Commercial Code

by Burak Kepkep on 10/9/2012

This note aims to outline new framework brought by the Turkish Commercial Code No 6102 on share transfers in limited liability partnerships....more

Proposed Tax Changes Negatively Affect Certain Foreign Investments in Canada

by Osler, Hoskin & Harcourt LLP on 9/7/2012

Canadian tax amendments proposed on August 14, 2012 (the Proposals) could adversely affect common acquisition structures for acquiring Canadian corporations with foreign subsidiaries. Investments in foreign subsidiaries by...more

Tax Structuring of Foreign Investment in South Florida Real Estate

by Bilzin Sumberg Baena Price & Axelrod LLP on 8/31/2012

Foreign Investment In South Florida Real Estate Heats Up According to a recent report, international buyers are driving sales at several large real estate projects in South Florida. The 200-unit Trump Hollywood sold out...more

Business News Digest - August 2012

by Venable LLP on 8/27/2012

In this issue: - A Tale of Two Middle Markets - After Nearly Ten Years Under Review, CBP Revises Its Policy to Allow Post-Import Pricing Adjustments for Related Party Goods - Consummated Mergers: It Ain’t Over...more

Inside M&A - Summer 2012

by McDermott Will & Emery on 8/2/2012

In This Issue: *Focus on Family Enterprises and Family-Owned Businesses *The New Kids on the M&A Block *Top Five Traps in M&A Transactions with Family-Owned Businesses *Obtaining Maximum Value on the Sale...more

State and Local Tax Implications of Reorganizing Business Enterprises

by Morrison & Foerster LLP on 8/2/2012

Originally published in State Tax Notes, July 23, 2012. This is the first installment in a series that will examine state and local tax (SALT) questions implicated by the purchase, sale, and reorganization of business...more

Focus on Private Equity -- Issue 1, June 2012

by McDermott Will & Emery on 6/22/2012

In This Issue: Key Tax Considerations for Private Equity Acquisitions and Key Employee Benefit Considerations for Private Equity Acquisitions. Excerpt from Key Tax Considerations for Private Equity...more

The House Always Wins: Treasury and the IRS Offer a Loaded Deck of Regulations Addressing Global Reshufflings

by Sutherland Asbill & Brennan LLP on 6/13/2012

On June 7, 2012, Treasury and the Internal Revenue Service (the IRS) issued much-anticipated final, temporary, and proposed regulations under section 7874, which provides rules governing so-called “inversion transactions.” In...more

Baker & McKenzie: 2012-13 Federal Budget: Spreading the benefits of the boom...but not to foreign investors

by Baker & McKenzie Australia on 5/9/2012

The Treasurer has delivered the 2012-13 Budget. As part of a concerted effort to ensure a budget surplus (of $1.5 billion), the promised company tax cuts have been scrapped and the tax burden for foreign investors has been...more

Transfer Pricing — and it’s Impact on M&A Transactions

by White & Case LLP on 5/4/2012

Originally published in ACQUISITION INTERNATIONAL 53: SECTOR SPOTLIGHT: Transfer Pricing and it’s Impact on M&A Transactions, April 2012. Mergers and acquisitions raise a whole host of transfer pricing issues from tax...more

You Can’t Spell “Subchapter C” Without E&P: Proposed Treasury Regulations Clarify the Rules Concerning the Allocation of Earnings...

by Sutherland Asbill & Brennan LLP on 4/18/2012

On April 13, 2012, Treasury and the Internal Revenue Service (the IRS) issued proposed regulations that aim to clarify the rule of Treas. Reg. § 1.312-11(a), which concerns the allocation of earnings and profits in tax-free...more

US Law Firms enter Australia

by stephen moss on 3/4/2012

Most law firm Managing Partners would agree that the pace of change in the legal services sector is accelerating. Changes in the past 18 – 24 months have outstripped the two previous decades. I predict that 2012 will...more

Comcast Loses California NBI and Non-Unitary Appeal: SBE Finds Comcast Unitary With QVC and MediaOne Termination Fee Business...

by Reed Smith on 2/7/2012

On February 2, the California State Board of Equalization voted 3-2 against Comcast, holding that (1) Comcast was unitary with majority-owned QVC and (2) the fee Comcast received for a failed merger with MediaOne was...more

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Mergers & Acquisitions › Tax Law › Finance & Banking