Securities Tax

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Corporation or LLC? Business Organizations for Tech Startups.

One of the first actions you will take with your startup is to organize your company a separate legal entity to protect yourself from personal liability for the company’s debts. In the tech startup context, you’ll typically...more

Pension Investment Management Services - with or without VAT?

A significant cost of running a defined benefit pension scheme historically has been the VAT on investment management services. However, HMRC has recently confirmed that a European court case means employers may now recover...more

Altera: Tax Court Invalidates Section 482 Regulation on Administrative Law Grounds

In Altera, the U.S. Tax Court invalidated regulations under Section 482 requiring participants in qualified cost-sharing agreements to include stock-based compensation costs in the cost pool to comply with the arm’s-length...more

UK Supreme Court Forces HMRC to Rethink its Tax Treatment of Delaware LLCs

Supreme Court rules in favour of taxpayer in landmark case regarding UK tax treatment of Delaware LLCs. On 1 July 2015, the UK Supreme Court handed down a long-awaited ruling in the case of Anson v Commissioners for Her...more

Making Foreign Investment In Thailand

The Kingdom of Thailand is a sovereign country (514,000 sq. km) located in South-East Asia bordered by Burma in the north and west; Laos to the north and east; Cambodia to the east; and Malaysia to the south. It has...more

MoFo Tax Talk - Volume 8, Issue 2

IRS Releases Notices Designating Certain “Basket Contracts” As Listed Transactions And Others As Reportable Transactions Of Interest - On Wednesday, July 8, the IRS released two notices addressing “basket contracts,”...more

Dodd-Frank at 4: Where do we go from here?

Where do we go from here? As we mark another milestone in regulatory reform with the fourth anniversary of the enactment of the Dodd-Frank Act, it strikes us that although most studies required to be undertaken by the Act...more

Know Your Limits! Section 162(m) and Excess Equity Grants

In the past few years there has been an uptick in stockholder derivative litigation related to equity compensation granted to named executive officers that exceed the plan share limits. The claims against the companies...more

"Tax Court Invalidates Stock-Based Compensation Amendment in Altera"

On July 27, 2015, the U.S. Tax Court, in Altera Corp. and Subsidiaries v. Commissioner, 145 T.C. No. 3, invalidated a 2003 amendment to Treas. Reg. §1.482-7(d)(2) (2003 Amendment) that required controlled participants in a...more

Acquisitive Reorganizations Under 367(b) (Updated)

This outline discusses, in plain English, the regulatory provisions called into play under IRC § 367(b) on acquisitive mergers and other non-divisive corporate reorganizations. A Section 367(b) acquisitive reorganization...more

German Investment Taxation – Reform Ahead

The German Ministry of Finance (Bundesfinanzministerium) circulated a discussion draft bill on the reform of fund taxation (‘Draft Bill’) on 22 July 2015. The Draft Bill contains significant changes to the German tax...more

Tax Court Overturns Important Transfer Pricing Regulations

On July 27, 2015, the U.S. Tax Court issued a stunning rebuke to the IRS by invalidating the part of the Internal Revenue Services’ (IRS) cost-sharing regulations under code section 482 that says taxpayers have to take into...more

IRS Proposed Tax Regulations Aimed at Fee Waiver Arrangements

The Treasury Department and the Internal Revenue Service have issued proposed regulations addressing disguised payment for services of a partner, including the proper tax treatment of fee waiver arrangements commonly used by...more

Polish CIT exemption applies also to special Cypriot funds managed by a corporate body

In a recent Polish Supreme Administrative Court’s award it was confirmed that a non-UCITS fund should benefit from the Polish CIT exemption for investment funds, even if their corporate manager is contracted. The award...more

Financial Services Quarterly Report - Second Quarter 2015: OECD Discussion Draft on BEPS: Funds’ Treaty Access under Threat

The Organisation for Economic Co-operation and Development (OECD) published a revised discussion draft on 22 May 2015, in relation to Action 6 of the BEPS (Base Erosion and Profit Shifting) Action Plan (Action Plan 6), which...more

Tax Court Voids Portion of Code Section 482 Cost Sharing Regulations

There are tax advantages for U.S. taxpayers to jointly develop intangible personal property with related non-U.S. entities. Treasury Regulations provide detailed guidance on what costs must be shared between the...more

Changes in the UK Tax Treatment of Carried Interest

In the recent Summer Budget, the Chancellor announced that with immediate effect, there would be changes to the way that carried interest is taxed. In technical terms, the “base cost shift” which enabled an investment manager...more

IRS Issues Proposed Regulations Addressing “Fee Waiver” Arrangements

The proposed regulations may have a significant impact on certain “management fee waiver” arrangements that have become commonplace in the investment management industry....more

Ontario Ministry’s Expert Report Recommends Big Changes to Province’s Corporate Laws

On July 9, 2015, an expert panel convened by the Ontario Ministry of Government and Consumer Services (MGCS) released their final report (the Expert Report) containing many broad recommendations on how to modernize Ontario’s...more

Proposed Regulations Issued On Management Fee Waivers

On July 22, 2015, the U.S. Department of the Treasury and U.S. Internal Revenue Service issued proposed Treasury Regulations under Section 707(a)(2)(A) of the Internal Revenue Code of 1986, as amended, addressing management...more

Court Declines To Declare “S” Corporation Shareholders’ Agreement Unenforceable

In general, shareholders of a corporation that has elected to be taxed under Subchapter S of the Internal Revenue Code are taxed on corporate profits regardless of whether the corporation makes any distribution of those...more

Treasury Department and IRS Release Proposed Regulations on Management Fee Waivers

On July 22, 2015, the Treasury Department and the IRS released proposed regulations regarding fee-waiver arrangements commonly used by private investment funds. If finalized, the new rules would recharacterize certain...more

Offering Employee Equity Has Become Much Easier for Australian Start-Ups

From 1 July 2015 the way in which options granted by any company to its employees in Australia will be taxed has changed, but the main winners under the new tax rules are those Australian companies that qualify for the...more

This Week In Securities Litigation

The SEC filed three actions following-up on its settled proceeding against Oppenheimer for selling millions of shares of unregistered penny stocks. Each individual settled with the agency. In addition, the Commission brought...more

IRS Issues Proposed Regulations Addressing Management Fee Waivers

Certain arrangements would be recharacterized as ordinary income, rather than as distributive shares of partnership income. On July 22, 2015, the US Treasury Department and the US Internal Revenue Service (IRS) released...more

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