Tax General Business Mergers & Acquisitions

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The New Landscape for Inversions: IRS and Treasury Change the Rules

The Internal Revenue Service (“IRS”) and Treasury Department issued Notice 2014-52 (the “Notice”) targeting corporate inversions on September 22, 2014 (the “Notice Date”) in the U.S. Tax considerations are important for...more

OECD/BEPS Intangibles Revisions to Change Character, Treatment of Goodwill

Corporations acquiring intangible assets as part of business combination will no longer be able ignore goodwill in their subsequent restructurings and asset transfers. That’s the upshot from tax authorities from around the...more

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

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

Grunderwerbsteuer: Das Ende von 94/6-Strukturen bei Personengesellschaften?

Bundesfinanzhof verschärft den Rahmen für steueroptimierte Akquisitionsstrukturen durch mittelbare Zurechnung nach wirtschaftlichen Maßstäben . Thema der aktuellen Entscheidung – In einer am 10. September 2014...more

German Real Estate Transfer Tax: The end of so-called 94/6 Partnership Structures?

German Federal Fiscal Court severely tightens framework for acquisition structures by using beneficial ownership as the standard for the attribution of indirect participations. Key Subject of the Decision - With a...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

Corporate Tax Inversions: Will Either Congress Or The Administration Act In 2014?

There may be significant legislative and regulatory activity over the next few months as the US Congress and the Obama Administration continue to grapple with corporate tax inversions. While it remains unlikely that...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

Another Look at U.S. Federal Income Tax Treatment of Contingent Earnout Payments

The sale of a company in an M&A transaction often involves consideration to the selling shareholders that is deferred and contingent on subsequent events in the life of the company, such as the post-acquisition performance of...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

The Ropes Recap: Mergers & Acquisition Law News - Second Quarter 2014

In this issue: -Delaware Legislative Update -Delaware Supreme Court Upholds Facial Validity of Fee-Shifting Provisions in Bylaws of Delaware Non-Stock Corporation -News from the Courts: -Court...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

Final Noncompensatory Partnership Options Regulations Could Affect the Tax Treatment of Penny Warrants and Other Arrangements

Investments in partnerships (and other pass-through entities such as limited liability companies treated as a partnership) often involve the acquisition of warrants, options or other rights to acquire securities. This is...more

Court of Federal Claims: Merged Corporations are the Same Taxpayer for Interest Netting

In Wells Fargo, the Court of Federal Claims held that a taxpayer may net underpayment balances and overpayment balances among merged entities under Section 6621(d). Section 6621(d) provides that, to the extent the “same...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

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