On June 9, 2009, the IRS issued new final and temporary regulations (T.D. 9453) under the “anti-inversion” rules of Section 7874 of Internal Revenue Code of 1986, as amended (the “Code”). The new regulations (the “2009 Regulations”) address the classification of a foreign corporation as a “surrogate foreign corporation” subject to adverse U.S. tax treatment, including potential U.S. taxation of the foreign corporation’s worldwide income. The 2009 Regulations replace temporary regulations published in June 2006 (the “2006 Regulations”), and in many respects are more restrictive than the 2006 Regulations. The 2009 Regulations generally apply to acquisitions completed on or after June 9, 2009.

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