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Internal Revenue Service Subsidiaries

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.  
Fenwick & West LLP

Domestication with a Twist: A Tax Case Study

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The Internal Revenue Service’s new private letter ruling (PLR) concerned a domestication of a Foreign Parent corporation under U.S. ownership—with a few notable twists. First, the PLR applied a substance-over-form analysis to...more

Holland & Knight LLP

Treasury, IRS Issue Inbound Corporation Stock Repurchase Excise Tax Proposed Regulations

Holland & Knight LLP on

Following the release of initial guidance in the form Notice 2023-2, the U.S. Department of the Treasury (Treasury) and IRS issued proposed regulations (the Proposed Regulations) under the Section 4501 stock repurchase excise...more

Braumiller Law Group, PLLC

Hot Topics in International Trade - June 2023 - Driving You MAD - Customs Issues in Mergers Acquisitions & Divestitures

Let’s say you work in Customs Compliance at Shark Company. You learn that your company is purchasing Shrimp Company. Do you have any concerns? Will there be work to do? Yes, and yes! Buying Another Company- When one...more

Dorsey & Whitney LLP

Initial Guidance for New U.S. Excise Tax on Stock Repurchase Transactions: IRS Substantially Expands Scope of Applicable Canadian...

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In our blog post dated August 22, 2022, we discussed the one percent (1%) excise tax on certain stock repurchase transactions by certain publicly traded corporations enacted as part of the Inflation Reduction Act of 2022 (the...more

Wilson Sonsini Goodrich & Rosati

IRS Permits Pre-Revenue Company to Undertake a Tax-Free Spin-Off

On November 18, 2022, the Internal Revenue Service (IRS) published private letter ruling 202246008 (the PLR), which concluded that a transaction qualifies as a tax-free spin-off under Section 3552 despite the fact that the...more

Eversheds Sutherland (US) LLP

Tough Medicine, Part 2: Litigation lessons from Medtronic

​​​​​​​The Tax Court issued its second opinion in Medtronic following a remand by the US Court of Appeals for the Eighth Circuit (Medtronic, Inc. v. Comm’r, 900 F.3d 610 (8th Cir. 2018)) of its earlier decision. In that...more

Skadden, Arps, Slate, Meagher & Flom LLP

Build Back Better Act Would Change Monetization Playbook for Tax-Free Spin-Offs

Takeaways - Tax law changes in the Build Back Better Act (BBBA) would limit the amount of value a company could extract in a spin-off by using a debt-for-debt exchange. Companies may be able to achieve most of the...more

Dorsey & Whitney LLP

Plan Ahead to Reduce (or Eliminate) U.S. Withholding Tax when Selling or Transferring U.S. Subsidiaries holding U.S. Real Property

Dorsey & Whitney LLP on

Many Canadian companies and individuals own U.S. real property interests through a U.S. corporation. The Foreign Investment in Real Property Tax Act (“FIRPTA”) regime imposes a withholding tax (currently at a rate as high as...more

Eversheds Sutherland (US) LLP

No surprises under the tree as IRS concludes no normalization violation in use of revised composite depreciation rate lives to...

On December 17, 2021, the IRS released Private Letter Ruling 202150003 where it concluded that a Taxpayer would not violate the normalization rules if it ratably amortized its Protected EDIT (defined below) pursuant to an...more

Dickinson Wright

IRS Guidance on COBRA Subsidy, Part II: Determining Assistance Eligible Individuals and Dealing with the Extended Election Period

Dickinson Wright on

Under the American Rescue Plan Act of 2021 ("ARPA"), a 100% COBRA subsidy is available to qualified beneficiaries who lose coverage due to an involuntary termination of employment or reduction in hours.  The subsidy is...more

BCLP

Proposed changes to group exemption letter program, UBTI ‘silo’ rules and more

BCLP on

IRS solicits public comments on proposed changes to group exemption letter program; will temporarily stop accepting requests for group exemption letters on June 17, 2020 - Notice 2020-36 contains a proposed revenue...more

Foley & Lardner LLP

IRS Rules that PAC Sponsored by a For-Profit Subsidiary of a 501(c)(3) Health Care System Parent Violates Prohibition on Political...

Foley & Lardner LLP on

In a January 31, 2020 private letter ruling (PLR 202005020), the IRS ruled that where a Parent 501(c)(3) non-profit organization was providing administrative services to a for-profit Subsidiary, the Subsidiary’s creation and...more

Skadden, Arps, Slate, Meagher & Flom LLP

IRS Determined a Subsidiary Stock Sale Does Not Make Prior Capitalized Transaction Costs Deductible

A recent Technical Advice Memorandum (TAM) issued by the Internal Revenue Service (IRS) National Office concludes that a target company required under Internal Revenue Code Section 263(a) regulations to capitalize costs that...more

Seyfarth Shaw LLP

Final Regulations Clarify and Liberalize Many Rules Governing Qualified Opportunity Fund Formation and Operations

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Seyfarth Synopsis: On December 19, 2019, the U.S. Treasury issued final Qualified Opportunity Zone regulations (the “Final QOZ Regulations”). Subject to the commentary in the Preamble to the Final QOZ Regulations on circular...more

Ary Rosenbaum - The Rosenbaum Law Firm P.C.

Bad advice can create bad IRS and DOL assumptions

A financial advisor called me and asked me if there was a problem that an insurance policy paid by a 401(k) plan had the policy in the name of the participant. Considering it was a plan asset, I thought so. If the participant...more

Dickinson Wright

Transfer of Intangible Assets From US Companies To Their Foreign Affiliates

Dickinson Wright on

With the 9th Circuit Court of Appeal’s recent decision in Amazon.com Inc. et al v Commissioner of Internal Revenue, upholding a U.S. Tax Court ruling rejecting a broader definition of intangible assets in the context of...more

Farrell Fritz, P.C.

Corporate Spin-Offs: The “Active Trade Or Business” And The Collection Of Income

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Keep On Reading- Over the last few months, we’ve been working on a number of transactions that involve the division of a closely held corporation or partnership. In each instance, the impetus for the division has been...more

King & Spalding

Foreign Guarantees and Collateral in Play Following Finalization of Deemed Dividend Regulations

King & Spalding on

On May 22, 2019 the Treasury Department and the Internal Revenue Service released regulations (the “Final Regulations”) finalizing and making certain technical changes to proposed regulations (the “Proposed Regulations”,...more

Bracewell LLP

Spin Me Right Round: Recent Developments Impacting Tax-Free Spin-Offs

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In our recent article on spin-offs (click here), we discussed an announcement made by the Internal Revenue Service (IRS) signaling a change in the application of the active trade or business (ATB) requirement under Section...more

Dechert LLP

IRS Releases Final Tax Regulations on Imputed Income from Subsidiaries and Other Controlled Foreign Corporations

Dechert LLP on

On March 18, 2019, the U.S. Department of the Treasury and the Internal Revenue Service issued final tax regulations for registered investment funds that are taxed as regulated investment companies (“RICs”) and that invest in...more

BCLP

Group Ruling Holders will no longer receive lists of parent and subsidiary accounts from IRS

BCLP on

As of January 1, 2019, the IRS stopped mailing lists of parent and subsidiary accounts to central organizations (group ruling holders) for verification and return. Central organizations with accounting periods ending June 30,...more

Smith Anderson

Spin-off Revival: IRS Rethinks the Active Trade or Business Requirement

Smith Anderson on

The “five-year active trade or business” or “ATB” requirement of section 355 is notorious for defeating many otherwise promising tax-free spin-off transactions. Consider the following common scenarios... Originally...more

Farrell Fritz, P.C.

“Business Purpose” And Dividing The Family Corporation: Think Before You Let it Rip

Farrell Fritz, P.C. on

Sibling Rivalry- Many of us encounter family-owned corporations in which the founder’s children are engaged in the business to varying degrees. They may even own shares in the corporation, typically having received them as...more

Burns & Levinson LLP

The Death of the Deemed Dividend

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The “deemed dividend” rule, the source of much wrangling between multi-national borrowers and lenders over the years, may be on its way out....more

Holland & Knight LLP

U.S. Corporate Financing Transactions Facilitated by IRS Proposed Regulation

Holland & Knight LLP on

• The Internal Revenue Service has issued a proposed regulation that in many cases should eliminate the detrimental U.S. tax consequences to a U.S. corporation under Section 956 of the Internal Revenue Code when the...more

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