News & Analysis as of

Securities Tax

Read need-to-know updates, commentary, and analysis on Securities issues written by leading professionals.

Developments in the U.S. Tax Treatment of UK Charities

by DLA Piper on

The Internal Revenue Service has revoked the U.S. tax exempt status of 195 prominent UK charities by posting their names on a website. These UK charities will find it harder to attract support from U.S. individuals and...more

China implements new tax and administrative measures to boost foreign investment

by DLA Piper on

The Standing Committee of the China State Council, in their meeting of 28 July, released a strong signal on the encouragement of foreign investment in China. The meeting resulted in several particular measures aiming to...more

Securitisation in Poland: Legal and tax aspects

by Hogan Lovells on

Securitisation transactions have been receiving increased attention as attractive alternatives for Polish companies, especially those who can derive large pools of receivables from the debtors which are consumers or...more

Tax Implications Of Your Stock Options

by Fox Rothschild LLP on

Attracting and retaining high-performing employees is critical to the success of any emerging company. A key ingredient to securing the right talent base is an attractive and aligned remuneration plan....more

Section 338(h)(10) Election – S Corporation Stock Sale Treated as Asset Sale

by Dickinson Wright on

Generally, a buyer in a stock sale does not obtain a step-up (or down) in the basis of the acquired corporation’s assets, unlike in an asset sale. However, if the acquired corporation in a stock sale is an S corporation, an...more

Bonus can cost you more than one way

by Ary Rosenbaum on

When I first started working as an ERISA attorney in September 1998, I was pleasantly surprised when my boss Harvey Berman gave me a $300 bonus that December for the Holidays. That was the last bonus I ever got as an...more

Unexpected Risks of Early Exercise Incentive Stock Options

by Dorsey & Whitney LLP on

Canadian companies and their outside counsel occasionally ask about the ability to grant early exercise incentive stock options (“ISOs”) to limit the impact of the U.S. alternative minimum tax (“AMT”) to their U.S. employees....more

Related-Party Provisions Prevent Deduction by S Corp Shareholders - Tax Update Volume 2017, Issue 4

by Pepper Hamilton LLP on

Many routine transactions occur between related parties, including the payment or accrual of interest on indebtedness, license fees, salary or benefits to employees and/or shareholders, and trade invoices. The Tax Court...more

Carried Interest tax regime in Italy (art. 60 of Law 96/2017)

The new tax regime aims at discounting the taxation of the excess profit (i.e. profit in excess of the amount that the managers have contributed to the undertaking) attributed to investment managers or managers of target...more

Getting into trouble with the DOL and the IRS maybe just bad luck

by Ary Rosenbaum on

As an ERISA attorney for almost 19 years, I have seen a lot of strange things that plan sponsors have done to risk the ire of the Internal Revenue Service (IRS) and the Department of Labor (DOL)...more

Delaware Code Amendments Increase Franchise Taxes for Corporations

Delaware Gov. John Carney recently signed into law amendments to the Delaware Code altering certain fees and franchise taxes charged by the Delaware secretary of state. The most significant of these amendments raises the...more

ESOPs in Iowa Gone Wrong

by Davis Brown Law Firm on

What is an ESOP? An Employee Stock Ownership Plan (ESOP) is an employee benefit plan designed to give company stock to its employees. ...more

The US Tax Court Rejects IRS Position That Non-US Partners Are Taxed on Sales of Partnership Interests

by Shearman & Sterling LLP on

The US Tax Court earlier this month issued a decision that rejected a 25-year old IRS Revenue Ruling and held that gain from the sale or other disposition by a non-US person of an interest in a partnership that is engaged in...more

DOJ’s Prosecution Of Health Care Exec Illustrates Unique Intersection Of Securities & Employment Tax Fraud Schemes

by Fox Rothschild LLP on

In a recent criminal prosecution of a medical doctor/entrepreneur for defrauding his company’s shareholders, the government employed a novel theory of securities fraud premised, in part, upon the defendant’s failure to pay...more

Grecian Magnesite: Tax Court Finds Reliance on a US Tax Advisor Establishes Reasonable Cause

On July 13, 2017, the Tax Court, in Grecian Magnesite, Industrial & Shipping Co., SA v. Commissioner, 149 T.C. 3 (2017), rejected Internal Revenue Service (IRS) arguments that, in order to establish good faith reliance, the...more

IRS Retirement Plan Guidance Simplifies Pre-Approved Plans and Provides Roadmap for Individually Design Plan Conversion

by Benesch on

In Revenue Procedure 2017-41, the IRS makes significant changes to the procedures that it will use in reviewing and approving “pre-approved” retirement plans. The revenue procedure applies to almost all types qualified...more

Tax Court Rejects IRS’ Position in Rev. Rul. 91-32

Grecian Magnesite Mining, a Greek corporation (GMM), owned an interest in Premier Chemicals LLC, a Delaware limited liability company classified as a partnership for US income tax purposes (Premier). Premier conducted a trade...more

Three Fund Issues That Can Unexpectedly Impact Portfolio Company Investments

by Latham & Watkins LLP on

Increasingly complex fund structures and documentation mean that analysing how potential portfolio acquisitions interact with the fund at the top of any deal structure is more important now than ever. Investor Excuse...more

Pension Plan Sponsors – When “De-Risking”, Select Annuity Providers With Care

by Foley & Lardner LLP on

Employer-sponsored retirement plans come in many varieties. For example, under 401(k) and other defined contribution plans, employees and, often, employers may make specific contributions to an employee’s plan account...more

US Tax Court Exempts Gain on Sale of a Partnership Interest

by Latham & Watkins LLP on

Decision could open planning opportunities for non-US partners regarding sale of a partnership interest. The Grecian Magnesite Mining, Industrial & Shipping Co., SA v. Commissioner 1 case — which the US Tax Court decided...more

Law Enforcement can Follow the Money thanks to the Fifth Pillar of the Final CDD Rule

by Foodman CPAs & Advisors on

Under the Bank Secrecy Act (BSA), the Financial Crimes Enforcement Network (FinCEN) issued a “Fifth Pillar” of the Final Customer Due Diligence (CDD) Rule on May 2016. The covered financial institutions (Banks; Brokers or...more

Treasury Identifies Significant Regulations Subject to Modification or Repeal

On July 7, 2017, Treasury identified eight significant regulations, including regulations under sections 385 (treatment of certain debt as equity), 752 (partnership liabilities), 367 (outbound transfers of property) and 987...more

Applying Georgia's Angel Investor Tax Credits to Convertible Promissory Notes

by Taylor English Duma LLP on

A friend recently asked if the Georgia Angel Investor Tax Credit program would cover an angel investor’s investment in a start-up’s convertible promissory note. It was a good question because start-ups often raise funds...more

CPA Can’t be a Whistleblower for Non-Public Entities

Reyher v. Grant Thornton, LLP analyzed whether an employee of a CPA firm is protected by the anti-retaliation provisions of the Dodd-Frank Act for lodging complaints with an employer about suspected illegal activity regarding...more

Minority Shareholders’ Derivative Suit Foiled by Voiding of Corporation’s Charter for Nonpayment of Taxes

by Farrell Fritz, P.C. on

A business’s failure to pay state taxes can be a problem if the entity later wants to bring a lawsuit, or its non-controlling owners want to sue on the entity’s behalf....more

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