Tax Mergers & Acquisitions

Read need-to-know updates, commentary, and analysis on Tax issues written by leading professionals.
News & Analysis as of

Golden Parachute Tax Terror

Smith Anderson's tax group is now offering complimentary presentations. This webinar will provide an introduction to the tax rules related to certain payments to insiders triggered by a change in control of a corporation...more

European M+A News, Winter 2016

Smart Acquisition Structures For Deals In Germany And The UK - What Are the Criteria for Smart Acquisitions via Corporations? - Inbound investment structures seeking to acquire a German or UK corporation should take...more

Good News for Safe Harbor Plan Sponsors: The IRS Will Allow Mid-Year Changes

On January 29, 2016, the Internal Revenue Service issued guidance on mid-year changes to safe harbor plans under Internal Revenue Code Sections 401(k), and 401(m). Notice 2016-16 significantly expands the permissible mid-year...more

New IRS Audit Rules: Partnerships and LLCs Should Name A Partnership Representative For IRS Audits

New legislation will govern IRS audits of partnerships and LLCs for tax years beginning after December 31, 2017. The new rules will affect both existing LLCs and partnerships as well as new partnership and LLC agreements,...more

IRS Provides Flexibility for Mid-Year Amendment of Safe Harbor 401(k)/403(b) Plans

On January 29, 2016, the IRS issued Notice 2016-16, which provides much-needed guidance and flexibility for mid-year amendments to safe harbor plans. The notice provides that a mid-year amendment either to a safe harbor...more

IRS Provides New Guidance on Midyear Changes to Safe Harbor 401(k) Plans

If you read one thing... - The IRS has issued new guidance on midyear changes to a safe harbor plan under Code Sections 401(k) and 401(m) that addresses the requirement that plan provisions generally must remain in...more

New Ruling of the Czech Supreme Administrative Court: Twilight of Acquisition Structures?

A recent Czech Supreme Administrative Court decision invoked the doctrine of abuse of law disallowing the tax deductibility of interest on a shareholder loan in an acquisition transaction. Since similar acquisition structures...more

Minnesota Court of Appeals Articulates Test for Direct Shareholder Claims in In re Medtronic, Inc. Shareholder Litigation

On January 25, 2016, the Minnesota Court of Appeals decided In re Medtronic, Inc. Shareholder Litigation, holding that a shareholder’s claim is properly characterized as a direct claim, not a derivative claim, even where all...more

"Major Changes to Tax Audit Procedures to Impact Most Partnerships"

Legislation enacted in November 2015 will fundamentally change the way the Internal Revenue Service (IRS) examines entities treated as partnerships for U.S. federal tax purposes, including how it assesses and collects tax...more

FCPA Compliance and Ethics Report-Episode 224-Mat Kelly and Radical Compliance [Video]

In this episode I visit with former Compliance Week Editor Matt Kelly on his new venture, Radical Compliance. We geek out on Dodd-Frank, SOX, auditing, revenue recognition as they all relate to compliance. ...more

Federal Tax Advisory: Investment Company Rules

Sections 351 and 362 contain investment company rules that have nothing to do with mutual funds. They define certain corporations as investment companies in counterintuitive ways and then deny the usual nonrecognition...more

Corporate E-Note - December 2015

In an article published in the November 2015 issue of North American Builders, Jason Nimmer provides insight on what it takes to successfully deliver manufacturing-related construction jobs in today’s fast-paced building...more

International Tax Advisory: New IRS Notice Continues Attack on Inversions

There is no love lost between the U.S. Treasury and U.S. companies seeking offshore tax homes. Absent congressional action to stem the inversion tide, the Treasury and IRS are left to flex their regulatory and administrative...more

Investing in Morocco

Over recent years, Kingdom of Morocco has created a legal and regulatory framework very attractive for foreign investors. In addition to its political stable environment, a recent series of tax treaties with numerous...more

Supreme Court of Canada Grants Leave to Appeal in Fairmont Hotels Inc.

The Supreme Court of Canada recently granted leave to appeal from the Ontario Court of Appeal decision in Fairmont Hotels Inc v Canada (Attorney General), 2015 ONCA 441. This follows the granting of leave in the Jean Coutu...more

IRS and Treasury Issue More Guidance on “Inversion” Transactions

The Treasury Department and the Internal Revenue Service have issued additional guidance about so-called “inversion” transactions. Generally, an inversion transaction results where a U.S. corporation (“U.S. Target”) is...more

Supreme Court of Canada to Hear Tax Rectification Case

On November 19, 2015, the Supreme Court of Canada granted leave to appeal in Canada (A.G.) v. Groupe Jean Coutu (PJC) inc., 2015 QCCA 838, which addresses the question of when rectification will be granted in the tax context....more

M&A Update: Treasury Announces Second Anti-Inversion Notice

On November 19, 2015, Treasury issued Notice 2015-79 (the “Notice”), which announces Treasury’s intent to issue regulations reducing the tax benefits available to inverted groups and making it more difficult for some U.S....more

Second Circuit Upholds Common-Interest Privilege for Borrower’s Sharing of Legal Advice with Consortium of Lenders

The Second Circuit held last week that a borrower did not waive the attorney-client privilege by providing documents to a consortium of lender banks that shared a common legal interest with the borrower in the tax treatment...more

A Reverse Morris Trust Ruling

LTR 201542004 at first seems to involve a standard spinoff for the purpose of pursuing a reverse Morris Trust combination of Controlled with a Merger Partner, with the “significant issue” for ruling being a proposed swap of...more

Taxing the Earnout

Agreements for the sale of privately-held companies often call for part of the purchase price to be paid in the form of an earnout. The earnout provision requires the buyer to pay an additional amount in purchase price after...more

Mainbrace: October 2015, No. 4

As with the world economy, the shipping markets are currently experiencing a major bout of volatility. The wide range of matters we are handling in our maritime law practice certainly reflects the current swings the shipping...more

Beware Transferee Liability

One of the great features of corporations is that liability in the corporation generally does not extend to its shareholders, including tax liability. Like any rule, though, there is almost always an exception. In this...more

IRS Issues Final Regulations on F Reorganizations

In September 2015, the Treasury Department and the IRS issued final regulations (T.D. 9739) that provide guidance with respect to the qualification of a transaction as a reorganization under Section 368(a)(1)(F) (an “F”...more

IRS Releases Guidance on Treatment of Incentive Stock Options in Reorganizations

On May 8, 2015, the Office of Chief Counsel of the Internal Revenue Service released Chief Counsel Advice Memorandum No. 201519031 describing the difference in tax consequences of a disposition of shares acquired upon...more

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