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On April 24, 2024, the U.S. Department of the Treasury (“Treasury”) and the Internal Revenue Service (the “IRS”) issued final regulations on the definition of “domestically controlled” real estate investment trusts (“REITs”)...more
The United States Department of Treasury issued final regulations (Final Regulations) that arguably change the test (DC Test) for determining whether a REIT is a domestically controlled qualified investment entity (DC-REIT)....more
Decisions- It is often the case that the optimal form of legal entity through which a business should operate, at least for income tax purposes, will depend in part upon the stage of its life cycle in which the business...more
In the event of an M&A transaction, many stockholders plan to take advantage of the exclusion from federal taxable income of gain realized from the sale or exchange of “qualified small business stock” (QSB stock). Section...more
Physician recapitalization transactions are complex by nature and often present myriad issues. At Foley, in our representation of both investors in, and sellers of, physician practices, we note how often tax issues become...more
The U.S. Department of the Treasury and IRS on Dec. 29, 2022, published proposed regulations (Proposed Regulations) under Section 897 of the Internal Revenue Code of 1986, as amended (Code). The Proposed Regulations...more
On December 28, 2022, the Treasury Department and the IRS issued proposed regulations (the “Proposed Regulations”) on the treatment of qualified foreign pension funds (“QFPFs”) for purposes of the exemption from taxation for...more
Market rumblings indicate the current economic landscape is creating challenges for startups looking to raise money. By some accounts, early-stage startups have not (yet) seen much of an impact of the tightening market,...more
On June 27, US Senators Joe Manchin and Chuck Schumer announced proposed legislation referred to as the Inflation Reduction Act of 2022 (the Act). The proposed legislation includes changes that would expand the scope of IRC...more
For anyone who has ever put a home for sale understands there are a lot of steps that must be taken to make real estate “showcase” ready for prospective buyers. These steps may include de-cluttering, new paint, modern...more
The “Great Resignation” as it has been called reflects the large number of employees leaving the traditional workforce, and many of those departing employees are leaving hourly or salaried positions to start their own new...more
A company “flip” has become a ubiquitous method of accessing the U.S. markets, whether for fundraising or commercial growth. A “flip” involves formation of a corporation in the United States, typically a Delaware corporation...more
First Step- Last Wednesday, the House Ways and Means Committee approved that portion of the 2022 budget legislation with which it was tasked by the Congressional Budget resolution of August 24. The text of the bill...more
With the prospect of an increase in capital gain income tax rates looming on the horizon, what could be more welcome than an exclusion of 100% of gain from income? That is exactly what Section 1202 of the Internal Revenue...more
How can legal structures help investors maximize the impact of their investments? Below, read more about key ESG concepts and best practices for stakeholders and investors to consider moving forward...more
There are many reasons a startup should begin its life as a C corporation, and yet it is not uncommon for founders to start their companies as LLCs. Founders often believe it is simpler to begin operations as an LLC and that...more
On April 10, 2020, the Internal Revenue Service (the “IRS”) issued Revenue Procedure 2020-22 (the “Revenue Procedure”), which (1) permits an “electing real property trade or business” that elected not to be subject to the...more
We receive many questions from founders, investors and others about qualified small business stock. And it’s no wonder, given the complexity of the concept. In this article, we provide a high-level overview of QSBS. A...more
BOSTON — The Tax Cuts and Jobs Act of 2017 created the Opportunity Zone program which provides real estate investors a new tool to defer gains from sales or exchanges of capital assets by investing those gains in a “Qualified...more
New development: The IRS has issued guidance that the exception to the new 3-year hold requirement for carried interests held by “corporations” does not apply to S corporations. As previously discussed, the 2017 Tax Cuts...more
The Tax Cuts and Jobs Act of 2017 (the 2017 Tax Act) and the recent taxpayer victory in the U.S. Tax Court’s Lender Management, LLC decision have created important planning opportunities for both our closely held and...more
The Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law by President Donald Trump on December 22, 2017. The Act changes many provisions of the Internal Revenue Code, from individual and business provisions, to...more
As a pleasant surprise to many investors, the recently enacted American Taxpayer Relief Act of 2012 (the “Act”) extends the 100% exclusion for gains from sales of Qualified Small Business Stock (“QSB Stock”) to QSB Stock...more