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

Limitation of Corporate Loss Carryforward Affecting Only Particular Share Transfers Declared Unconstitutional

by White & Case LLP on

The Federal Constitutional Court of Germany held that the forfeiture of tax loss carryforwards under Sec. 8c para. 1 sent. 1 CITA is inconsistent with the principle of equal treatment pursuant to German Constitutional Law....more

A Step in the Right Direction: IRS Rules on North-South Spinoffs

The Internal Revenue Service (IRS) recently released guidance on certain “north-south” spinoff transactions. Generally, a “north-south” transaction consists of a transfer of property from a shareholder to a corporation close...more

IRS Issues Guidance on “North-South” Transactions

by Proskauer - Tax Talks on

On May 3, the Internal Revenue Service (the IRS) issued Revenue Ruling 2017-09 (the “Ruling”), which helpfully clarifies that the separate steps of a typical “north-south” spinoff transaction will be respected, and announced...more

Corporate and Financial Weekly Digest - Volume XII, Issue 18

SEC/CORPORATE - US District Court Holds That Discretionary Tax Withholding is Exempt Under 16b-3 - Several companies have received shareholder letters seeking to recover short-swing profits from insiders under Section...more

Tax Consequences to U.S. Shareholders of Holding Shares in a Passive Foreign Investment Company or PFIC

by Dorsey & Whitney LLP on

If a non-U.S. corporation (the “Company”) is a “passive foreign investment company” or “PFIC” for any tax year during which a U.S. shareholder owns shares in the Company, certain adverse U.S. federal income tax consequences...more

Development of court practice of determining direct capital investment for the purpose of applying the 5% withholding tax rate...

by Dentons on

On 3 May 2017 the Commercial Court of Chelyabinsk Region rendered a decision in case No. ?76-20508/2016 under the claim of Chelyabenergosbyt PJSC (the “Company”)....more

Recent Amendments to the Alberta Investor Tax Credit Program

by Dentons on

The Government of Alberta recently passed Order in Council 135/2017 (the Recent Amendments) which amends the Alberta Investor Tax Credits Regulation (the Regulations) and makes the Alberta Investor Tax Credit (AITC) program...more

Internal Revenue Service Announces It Will Recommence Issuing Private Letter Rulings on Certain Spin-Off Debt Exchanges

by Shearman & Sterling LLP on

The Internal Revenue Service has announced that it will recommence issuing private letter rulings concerning whether a distributing corporation’s transfer of stock or securities of a controlled corporation (or “Spinco”) in...more

Energy Transfer, Williams, and the Circular Ownership of Stock

It is unheard of for a deal to die at the closing table because lawyers cannot deliver a required opinion regarding a transaction that they structured and negotiated. Yet, this is exactly what happened last year when two...more

Public Mergers and Acquisitions in Canada 2nd Edition - May 2017

by Bennett Jones LLP on

Canadian public merger and acquisition transactions in 2016 (in-bound and out-bound) comprised over C$400 billion in value with at least one-third of the transactions in Canada being fueled by foreign buyers. The second...more

Australian Federal Budget 2017 - 2018

by DLA Piper on

The Australian Government introduces a new major bank levy, increases the costs for foreign owners of Australian real estate and extends Managed Investment Trust concessions to investment in Affordable Housing from 1 July...more

Nasdaq Report: Reigniting America’s Economic Engine

The Nasdaq recently published a report, titled “The Promise of Market Reform,” which sets out proposed structural changes that are intended to relieve some of the burdens associated with being a public company. The report...more

Practical Guidance on Merger Conditions from Williams v. Energy Transfer Equity

by Ropes & Gray LLP on

The Delaware Supreme Court’s recent 4-1 decision in The Williams Cos., Inc. v. Energy Transfer Equity, L.P., et al., which affirmed the Delaware Court of Chancery’s decision to allow a public company merger to be terminated...more

Unexpected Risks of Early Exercise ISOs

by Dorsey & Whitney LLP on

Companies that permit the grant of early exercise incentive stock options (“ISOs”) do so primarily to limit the impact of the alternative minimum tax (“AMT”). However, due to fairly counterintuitive tax regulations,...more

Turning Tides

by DLA Piper on

Ukraine is typically seen as an emerging country, blighted by crisis. Ukrainians are all gradually helping to change this stereotype. Here we examine key legal reforms aimed at improving the efficiency and safety of...more

Dutch Supreme Court refers questions on withholding tax refunds for foreign investment funds to CJEU

by DLA Piper on

The Dutch Supreme Court has referred preliminary questions on Dutch dividend withholding tax refunds for foreign investment funds to the Court of Justice of the European Union (CJEU). The Dutch Supreme Court wishes to clarify...more

RSU Awards to U.S. Taxpayers Require Careful Review Before Grant

by Dorsey & Whitney LLP on

Recently we blogged about pitfalls and potential adverse tax consequences for U.S. taxpayers with respect to deferred share unit awards that pay out following the participant’s termination of services. But what about...more

Stamp duty changes for all share transfers - including listed companies?

by Dentons on

On 10 March 2017, an urgent bill was passed, with all three readings done in a single Parliament sitting on the same day. A joint press release (the Press Release) was released on the same day by the Ministry of National...more

SEC Issues Final Rules to Make JOBS Act Inflation Adjustments and Amendments to Forms and Rules to Accommodate Emerging Growth...

by Dorsey & Whitney LLP on

On March 31, 2017, the Securities and Exchange Commission (SEC) issued final rules regarding inflation adjustments and other technical amendments under Title I and III of the Jumpstart Our Business Startups (JOBS) Act. Under...more

Finnish Supreme Administrative Court ruled on carried interest in private equity structures

by DLA Piper on

On 16 March 2017, the Supreme Administrative Court (SAC) of Finland issued a ruling on the tax treatment of carried interest in a private equity structure. The SAC ruled that carried interest is taxed as income of the limited...more

Tax Round Up - April 2017

by Proskauer Rose LLP on

Welcome to the Tax Round Up, the first edition of what will be a regular bulletin highlighting the latest tax developments relevant to UK companies and asset managers. We plan to produce this monthly with the next one in...more

Further Update on Federal Taxation - Australian Infrastructure Investment and Privatisation

by Jones Day on

Last month, we reported in our White Paper on taxation proposals directed at infrastructure and utility privatisation transactions. Since we wrote, the Commonwealth Treasury ("Treasury") has published a policy paper directed...more

Unpacking Your LLC: Tax Considerations in Limited Liability Company Liquidations

by Smith Anderson on

Has your LLC lost its luster? Has it outlived its usefulness as an asset management, asset protection, or, dare we say it, wealth transfer vehicle? Are you tired of discussing the company’s operations with the other owners?...more

Saudi Arabia Update - March 2017

by Dentons on

Legal developments - The Kingdom continues its move towards e-government services - Ministry of Municipal and Rural Affairs considers issuing temporary licenses online for multiple activities - The Ministry of...more

Budget 2017: Changes to Canadian Exploration Expense and Flow-Through Shares

by Bennett Jones LLP on

Canadian exploration expenses (CEE) are certain types of expenses incurred by oil and gas, mining and renewable energy corporations. CEE is 100 percent deductible in the year the expense is incurred. Certain types of CEE also...more

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