News & Analysis as of

Internal Revenue Service Change of Ownership

The United States Internal Revenue Service is a bureau of the United States Department of the Treasury. The IRS is charged with collecting revenue and enforcing the Internal Revenue Code.  
Tucker Arensberg, P.C.

Tax Shock: Restaurant Sale Sparks Buyer’s Liability Without Bulk Sale Certificate

Tucker Arensberg, P.C. on

In HUF Rest., Inc. v. Commonwealth, No. 394, 2024 Pa. Commw. LEXIS 105, at *1 (Pa. Commw. Ct. Apr. 24, 2024) the Commonwealth Court ruled that a buyer’s failure to obtain a bulk sale certificate made it liable for the...more

Troutman Pepper

IRS Issues New Section 382 PLR on Applying Actual Knowledge Exception

Troutman Pepper on

Taxpayers looking to utilize net operating loss (NOLs) among other attributes and excess interest carryovers need to know the rules that could limit or eliminate them, including Section 382. Section 382 requires a corporation...more

Locke Lord LLP

BIG Haircut –Treasury Department Proposes to limit the use of NOLs on Certain Corporate Mergers and Acquisitions via 382 Built-in...

Locke Lord LLP on

On September 9, 2019, the U.S. Department of the Treasury issued proposed regulations that would limit the ability of certain corporations to utilize prior year losses, potentially increasing the tax burden of such...more

Fenwick & West LLP

Proposed Section 382 Regulations Raise International Tax Issues for Post-Acquisition Restructuring

Fenwick & West LLP on

The new regulations proposed in September under Section 382(h) regarding built-in-gain raise several international tax issues that companies planning for post-acquisition integration of loss corporations should be aware of....more

Proskauer - Tax Talks

Proposed Regulations on Built-in Gains and Losses under Section 382(h)

Proskauer - Tax Talks on

On September 10, 2019, the Internal Revenue Service (“IRS”) and the U.S. Department of the Treasury (the “Treasury”) issued proposed regulations (the “Proposed Regulations”) on calculation of built-in gains and losses under...more

A&O Shearman

Proposed Section 382 Regulations Would Eliminate Section 338 Approach of Notice 2003-65

A&O Shearman on

On September 9, 2019, the Treasury Department (“Treasury”) and the Internal Revenue Service (the IRS) issued proposed section 382 regulations (REG-125710-18) (the “Proposed Regulations”) reversing certain previously...more

Wilson Sonsini Goodrich & Rosati

IRS Proposes Regulations That Would Limit Utilization of NOLs After Acquisitions and Other Ownership Changes

On September 9, 2019, the U.S. Treasury Department (Treasury) and the Internal Revenue Service (IRS) issued proposed regulations (the Proposed Regulations) that, if finalized, would significantly change the way corporations...more

Jones Day

Favorable Net Operating Loss Utilization Rules Could be Eliminated

Jones Day on

Proposed regulations, if adopted, would impose substantial restrictions in many cases on a corporation's use of existing net operating losses and similar tax attributes after a substantial change in ownership. On September...more

Troutman Pepper

IRS Issues New Section 382 Private Letter Ruling On Identifying Schedule 13 Filers - TAX UPDATE Volume 2019, Issue 3

Troutman Pepper on

Taxpayers looking to utilize net operating losses (NOLs), excess interest carryovers and certain other tax attributes need to be cognizant of the rules that could limit or eliminate them, including section 382. Section 382...more

Troutman Pepper

Tax Developments in 2016: Federal Tax (Part I) - Sections 355, 382, and 385; and new rules on partnership audits dominate...

Troutman Pepper on

Section 385 Proposed Regulations — Impact on Related-Party Financing - Section 385 has been in the Internal Revenue Code since 1969. It was enacted to provide guidance for whether to classify an interest in a corporation...more

Troutman Pepper

Changes Coming to the Long-Term Tax Exempt Rate Used in Calculating Section 382 Limitations - Tax Update Volume 2016, Issue 1

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Changes to the formula for determining the long-term tax-exempt rate used in a section 382 limitation calculation after a company undergoes an ownership change may lower the amount of net operating losses the company can use...more

Bryan Cave Leighton Paisner

IRS Releases January 2016 Interest Rates

The 7520 rate for January 2016 will increase to 2.2%. The January 2016 Applicable Federal Interest Rates can be found... Section 1274.-- Determination of Issue Price in the Case of Certain Debt Instruments Issued...more

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