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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

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

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

Editorial: Corporate Inversions 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

The Inversion Craze: Will Today's Routine Tax Planning Be Retroactively Outlawed?

Alongside the more typical summer fare, such as coverage of the best beach reading and the latest action movie blockbuster, this summer the media have been abuzz with seemingly daily reports on the latest so-called...more

Stampeding for the Exits: Pharmaceutical Companies and the Recent Wave of Inversions

Actavis, Pfizer, Medtronic, Abbvie and Salix have all recently announced plans to merge with foreign competitors and reincorporate in the U.K. or Ireland – a strategy commonly known as an “inversion” (Pfizer’s merger plans...more

Time For a New Home?

The high number of companies, mostly U.S., eyeing acquisitions or ventures that will allow them to redomicile their business in the UK and Ireland is a major theme of this report. Mostly, it is about tax. But there is quite a...more

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

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

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. multinational corporation, made a bid for AstraZeneca in an effort to move...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

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

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

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