Tax Law, Business Organization, Mergers & Acquisitions

Good Governance for General Counsel: What Your Board Needs to Know Now

by Ober|Kaler on 5/18/2013

A host of regulatory and finance reforms have ushered in significant changes for health care entities, and likewise, for the boards that guide them. How can general counsel broach these changes with their boards and steer...more

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

by Craig Circosta, Karen McConnell, Wayne Strasbaugh | Ballard Spahr LLP on 5/14/2013

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

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

Inside M&A - Spring 2013

by Joseph S. Adams, Robert Clary II, Thomas P. Conaghan, Jeffrey Holdvogt, Joanne Ludovici, Jennifer Mikulina, Jeffrey Rothschild, Jake Townsend, Jeffrey Wagner | McDermott Will & Emery on 4/30/2013

Top Five Traps for the Unwary in Spin-Offs - A wave of corporate breakups has swept through the United States over the last few years as investors have taken notice of the fact that smaller companies focused on a...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

Maximizing The Value Of Your Business For Your Heirs

by Pepper Hamilton LLP on 4/8/2013

One of the most difficult issues facing the owner of any successful business is how the business, or the personal wealth that it represents, can be preserved for the benefit of his or her family after death. While it is...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

Administrative Law Judge Affirms Holding on Alabama SRLY Rule

by Christopher Grissom, James Long | Bradley Arant Boult Cummings LLP on 2/26/2013

On August 15, 2012, Chief Administrative Law Judge Bill Thompson issued his long-awaited SRLY ruling, holding that an Alabama consolidated group was entitled to carry forward certain net operating losses (“NOLs”) incurred...more

Buyer Beware: Reduced Indemnity On Account Of Supposed (Mythical?) Tax Benefits.

by E. Hans Lundsten | Adler Pollock & Sheehan P.C. on 2/5/2013

Originally published in Deal Points: The Newsletter of the Mergers and Acquisitions Committee - American Bar Association - Winter 2013. When the seller of a business or the assets of a business is negotiating the scope...more

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

by Wilson Sonsini Goodrich & Rosati on 2/1/2013

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

by Maureen Linch, Bernie Pistillo, David Strong | Morrison & Foerster LLP on 1/18/2013

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

by Paul Gordon, Gabriel Quihuis | Morgan Lewis on 1/11/2013

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

Why Architecture And Engineering Firms Make Great ESOP Candidates

by David Solomon | Levenfeld Pearlstein on 1/8/2013

Originally published in SRR, on October 1, 2011. Government statistics estimate that approximately every eight seconds another individual born during the baby-boomer generation passes the age of 55 – one step closer to...more

Federal Court of Appeal hears argument on whether “break fees” are income (Morguard)

by Dentons on 11/26/2012

Is a “break fee” received in return for withdrawing from a takeover bid a capital receipt or an income receipt? That was the issue before a panel of the Federal Court of Appeal (“FCA”) on November 20, 2012 in Morguard...more

Federal Court of Appeal to hear argument tomorrow in “break fee” case (Morguard)

by Dentons on 11/19/2012

Tomorrow morning (November 20, 2012), the Federal Court of Appeal is scheduled to hear an appeal by Morguard Corporation (“Morguard”, formerly operating as Acktion Corporation), regarding the taxation of a “break fee”...more

Commentary on October 24, 2012: Notice of Ways and Means Motion Relating to Tax Matters - Acquisition of Control (subsection...

by Osler, Hoskin & Harcourt LLP on 11/8/2012

The Income Tax Act (the “Act”) contains rules that limit the ability of corporations to utilize losses and other tax attributes following an acquisition of control. Subsection 256(7) of the Act provides rules for determining...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

Acquisition and Rehabilitation Opportunities: Projects with an Expiring Nine Percent Tax Credit Compliance Period

by Orrick, Herrington & Sutcliffe LLP on 10/26/2012

Residential rental projects financed with “9%” low income housing tax credits in the late 1990’s or early 2000’s offer, or will soon offer, special opportunities for acquisition/rehabilitation financing with tax exempt bonds...more

Draft bill for combating RETT blocker structures

by K&L Gates LLP on 10/23/2012

As from 2013: Real Estate Transfer tax on (in)direct economic accumulation of shares? Draft bill aiming at combating so-called RETT blocker structures - So far, all shares in a company holding German real estate can...more

The Problem with Triangular or Subsidiary Mergers

by roger Royse on 10/14/2012

Many acquisitions are structured as triangular mergers through a subsidiary in order to shield an acquiring company from the target's liabilities. While this may be a sound corporate strategy, careful planning is required to...more

A Brief Comparison of Limited Liability Partnerships and Joint Stock Companies under the Turkish Commercial Code

by Burak Kepkep on 10/11/2012

This note aims to compare basic characteristics of limited liability partnerships and joint stock companies in accordance with the provisions of the Turkish Commercial Code and tax legislation....more

Mining E-Review: September 2012 - Proposed Tax Changes Negatively Affect Foreign Investments in Canadian Mining Companies

by Osler, Hoskin & Harcourt LLP on 9/17/2012

Canadian tax amendments proposed on August 14, 2012 (the Proposals) could adversely affect structures, commonly used in the mining sector, involving Canadian corporations with foreign subsidiaries....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

IRS Issues Guidance on Outbound Transfers of Intangible Property in Asset Reorganizations

by Orrick, Herrington & Sutcliffe LLP on 8/28/2012

In Notice 2012-39 (the “Notice”), the IRS issued guidance announcing its intention to issue regulations with respect to certain transfers of intangible property by a U.S. corporation to a foreign corporation in a...more

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Tax Law › Business Organization › Mergers & Acquisitions