Securities Law › Mergers & Acquisitions › Tax Law

IRS Approves New Rules To Minimize Taxes Related to M&A Transactions

The Internal Revenue Service recently adopted long-awaited regulations intended to provide a new means of minimizing taxes in M&A transactions. The newly adopted regulations take effect on May 15, 2013, under Section 336(e)...more

Are You Using Your Holding Company?

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

IRS Releases Legal Memorandum Addressing Stock Options and Other Transaction-Related Deductions

On January 28, 2013, the Internal Revenue Service (IRS) published a generic legal advice memorandum (GLAM), AM2012-10, addressing the timing under the consolidated return regulations of certain deductions that commonly arise...more

Recent Changes Allow Tax-Free Receipt of up to $10 Million in Gain from the Sale of Small Business Stock

One silver lining to the American Taxpayer Relief Act of 2012 (“ATRA”) is that it extended the 100% exclusion for capital gain on qualified small business stock (“QSBS”) acquired between 2010 and 2011 to include stock...more

Congress Extends 100% Gain Exclusion for Small Business Stock

Favorable tax treatment applies to certain acquisitions of qualified small business stock in 2012 and 2013 and may influence choice-of-entity decisions....more

Share Transfers in Limited Liability Partnerships under the Turkish Commercial Code

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

Foreign-Controlled Canadian Corporations Beware The New Foreign Affiliate Dumping Proposals

On August 14, 2012, the Department of Finance released draft legislation that includes a revised version of the foreign affiliate dumping proposals tabled with the March 29 Federal Budget. The stated objective of the...more

Corporate & Tax E-Note - June 2012

In This Issue: - High Court Says Jurors Need More Role in Corporate Criminal Fines - Companies Face Confusion Over Indemnification Rights - More Companies Splitting Up Role of CEO, Board Chair - Few Public...more

IRS Joins FCPA Enforcement

At the recent ACI FCPA Boot camp, held in Houston, there was an interesting new angle presented in the enforcement panel. Clarissa Balmaseda, a special agent in charge of Internal Revenue Service (IRS) criminal investigation,...more

IRS Releases Form of Information Return for Corporate Actions Affecting Stock Tax Basis

On January 13, 2011, Wilson Sonsini Goodrich & Rosati issued an alert that described certain tax reporting requirements for any domestic or foreign corporation that undertakes an "organizational action," such as a merger,...more

IRS Issues Regulations Regarding the Valuation of Stock-based Consideration Packages in M&A Transactions

On December 19, 2011, the IRS finalized prior temporary regulations and issued additional proposed regulations regarding the valuation of stock-based consideration packages for purposes of the “continuity of interest”...more

Treasury Issues Proposed Regulations under Section 382 That Would Ease Compliance Requirements for Tracking Small Shareholder...

On November 23, 2011, the Internal Revenue Service (the "IRS") issued new Proposed Regulations under Section 382[1] that, if adopted and finalized, would limit the application of the Section 382 segregation rules (discussed...more

Corporate Communicator - Fall 2011

Many public and larger private companies have complex organizational structures involving multiple levels of subsidiaries, affiliates and brothersister entities. Oftentimes these entities take different legal forms (e.g.,...more

Mergers and Acquisitions in Canada - A Fraser Milner Casgrain llp Legal Guide

Introduction This guide is intended to outline the principal legal considerations pertinent to the acquisition of a Canadian business. The information is based on the assumption that the reader is a non-resident of...more

Choosing the Right Corporate Structure for Your Small Business

One of the most important decisions faced by entrepreneurs when starting a new business is determining the best type of legal structure for the enterprise. Should you set up as a “C” corporation, a partnership, a limited...more

IRS Provides 70% Safe Harbor For Deducting Success-Fees in Connection With Capital Restructurings and Acquisitions or...

On April 8, 2011, the Internal Revenue Service (“IRS”) published Revenue Procedure 2011-29 (the “Revenue Procedure”) adopting a safe-harbor election whereby taxpayers may elect to deduct 70% of “success-fees” incurred in...more

Update: New IRS Reporting Rules for Stock Splits, Mergers and Acquisitions

Update: The IRS recently came out with a Notice (Notice 2011-18) stating that, for transactions occurring in 2011, penalties will not be imposed against issuers for missing the deadline to file a return or post the tax...more

FDI in Real Estate (With Special Reference to Mauritius)

FDI in Real Estate

Real Estate Sector is and was on Boom. The Following Article will clarify the need, ways and legal complications for FDI in Real Estate in India. Specially Taxation issue with Maritius. WAYS IN WHICH FOREIGN INVESTMENT CAN...more

Foreign Direct Investment In India (Real Estate)

FDI in Real Estate (With Special Reference to Mauritius)

Foreign Direct Investment in India in Real Estate Sector eas and is on boom now. This article throws light upon the Opportunities and Legal Structure for FDI in India in Real Estate Sector with Special Refernce to Taxation...more

Mergers and Acquisitions: Indian Laws

Mergers and Acquisitions (M&A) refers to the aspect of corporate strategy, corporate finance and management dealing with the buying, selling and combining of different companies that can aid, finance, or help a growing...more

Cross Border Insolvency with Special Reference to India

Cross Border Insolvency with Special Reference to India

This documents yalks about various legal issues related to the Cross Border Insolvency with special reference to Indian Laws.• development of international trade, Development of transnational and multinational...more

Transfer Pricing and Indian Laws

This Document talks about the legal framework for Taxation and transfer pricing in India and in the world, transfer pricing methods, methods for calculation of arms length price, associated enterprise, International Taxation...more

Clarified Taxation on Transfer of Shares in Joint Stock Companies

Please find below the recent Client Alert sent out on "Clarified Taxation on Transfer of Shares in Joint Stock Companies"....more

Director and Employee Rights and the Grays Timber Case in the UK

When structuring the share rights of employees and directors in a company or group that employs them, parties to these arrangements will be keen to ensure that any enhanced rights to payments on a share sale are structured in...more

The Acquisition Mating Dance

Provides an overview and practical guide to the business acquisition process, from locating prospective buyers, through drafting and negotiating the letter of intent and acquisition agreement, to closing the transaction. ...more