News & Analysis as of

Partnership Interests

Cozen O'Connor

Forming a Partnership/LLC: A Checklist for Avoiding Pitfalls

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Forming a partnership1 without triggering income appears straightforward and simple. In many cases, it is. In other cases, though, forming a partnership can cause one or more partners to unintentionally recognize income. This...more

Rivkin Radler LLP

Taxing A Foreigner’s Sale of a Partnership Interest – Déjà Vu All Over Again

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There is no denying that many parts of the Code are complex and, in some cases, too obscure for many “laypersons” to comprehend. Over time, this reality spawned the need for advisers who are both knowledgeable and experienced...more

Fenwick & West LLP

Rawat Creates a Ripple in Statutory Interpretation Principles

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Recently, in Rawat v. Commissioner, the D.C. Circuit reversed the Tax Court decision and held that a foreign partner would not be subject to U.S. tax on selling an interest in a partnership with “hot assets” subject to §...more

Fox Rothschild LLP

Partnership Interest Sale Inventory Gain is Not U.S. Source Income

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On July 23, 2024, the U.S. Court of Appeals for the D.C. Circuit reversed the U.S. Tax Court in holding that inventory gain recognized by a nonresident alien individual partner on the sale of her interest in a U.S....more

Cozen O'Connor

Realty Transfer Tax Regulation Invalidated by Commonwealth Court

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The Commonwealth Court of Pennsylvania held that an exemption to the application of PA Realty Transfer Tax Section (RTT) for no or nominal consideration from a trust under Section 1102-C.3(9.1)1 applies not only to transfers...more

Smith Anderson

What Limited Partners Should Know About Soroban

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The Tax Court’s use of a functional analysis test to determine limited partner status in Soroban Capital Partners LP has had a ripple effect in the world of asset management. The decision’s impact will be felt in the tax and...more

Baker Donelson

SALT Select Developments - May 2024

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State and local taxes impact almost every taxpayer, and developments in any one jurisdiction can be frequent and sometimes confusing. ln this newsletter edition, we will briefly summarize selected state and local tax (SALT)...more

Rivkin Radler LLP

Partnership Transactions Lacking Economic Substance or Business Purpose: Investor Beware

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Assume that X and Y agree to the following: X will transfer ownership of Prop to Y, and Y will transfer cash to X. What just happened? Obviously, X has sold Prop to Y. If the amount of cash that X receives is greater than...more

Strafford

[Webinar] IRC 754 Elections for Tax Counsel: Mastering Structuring Considerations of Basis Adjustments - Navigating Complex Basis...

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This CLE/CPE course will provide tax counsel with comprehensive guidance on the 754 election for partnerships. The panel will discuss the basis adjustment rules associated with sales, transfers, and partnership interests or...more

Williams Mullen

[Webinar] M&A Series: Partnership Interests as Tax-Advantaged Currency in REIT Portfolio Transactions - November 30th, 11:00 am -...

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Equity REITs seeking to grow assets face a challenging interest rate environment and tepid equity capital markets for funding portfolio acquisitions. However, REITs can often remain active buyers in an opportunistic real...more

Rivkin Radler LLP

Open Transaction Treatment for The Liquidation of a Partner’s Interest

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Another Mess- Congress has only a few days to avert a “shutdown” of the federal government. It’s not looking good in the House, as Speaker McCarthy has struggled to bring certain members of the majority into line, while...more

Rivkin Radler LLP

Partnership Losses But No Outside Basis? Too Bad

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Losses Weren’t Always Bad- Most tax advisers are aware that, prior to the Tax Reform Act of 1986 (the “TRA”),[i] the Code placed few limitations on the ability of an individual taxpayer to use deductions from a particular...more

Kramer Levin Naftalis & Frankel LLP

Tax Court Dispenses Favorable Guidance on Profits Interest Safe Harbor

The Tax Court recently held in a memorandum opinion, ES NPA Holding, LLC v. Commissioner, that partnership interests in an upper-tier partnership issued to a service provider of a lower-tier partnership qualified as...more

Morgan Lewis

Taxpayer Victory in US Tax Court Highlights Need for Properly Structuring Partnership Profits Interests

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A recent US Tax Court case upholds profits interest treatment for a taxpayer’s receipt of a partnership interest granted in exchange for services. The case highlights how properly structuring and documenting the grant of a...more

Rivkin Radler LLP

Indirectly Held Profits Interests and Rev. Proc. 93-27

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At war with Russia in eastern Europe, a nascent competing world order, mass shootings and bank failures at home, questionable audit practices by the Big 4 . . . everywhere, debt ceilings and the risk of default, inflation,...more

Skadden, Arps, Slate, Meagher & Flom LLP

Tax Court Holds Indirect Grant of Profits Interest To Be Non-Taxable, Citing IRS Guidance

On May 3, 2023, the U.S. Tax Court upheld a taxpayer’s reliance on Revenue Procedure 93-27 to characterize as a profits interest a partnership interest granted in exchange for services that were provided indirectly for the...more

Payne & Fears

Key Considerations in the Purchase / Sale of a Partnership Interest

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Payne & Fears’ Business Litigation Group helps businesses and their owners with wide-ranging disputes. In our practice, we’ve noticed that in disputes among business partners there are common issues that often surface. ...more

Rivkin Radler LLP

Sale of Partnership Interests . . . In the Ordinary Course of Business?

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What Is It? Where one stands on an issue of tax law may depend upon context and perspective, including the facts and circumstances one finds relevant, and whom one is counseling or representing. Tax advisers often find...more

Rivkin Radler LLP

Thinking About Leaving New York? Don’t Forget to Check Your Federal Tax Return

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The Mid-Terms- With 50 seats in the Senate, the Dems still control that Chamber. A win in the Georgia runoff, however, may lessen the burden for Majority Leader Schumer by, perhaps, neutralizing the significance of a certain...more

Rivkin Radler LLP

Moving to the U.S.? Have You Planned for the Estate and Gift Taxes?

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It is a fact that the phenomenon of human migration has been a major force in the history of the world. Indeed, among the themes that have remained constant during my years of practice, there are two that may be...more

Locke Lord LLP

Proposed Changes to Code Section ‎‎1061 Contemplate Significant Changes for Real Estate Funds ‎and Developers

Locke Lord LLP on

The “Inflation Reduction Act of 2022” recently announced by Senators Manchin and Shumer to be added to the 2022 Budget Reconciliation bill proposes several significant changes to Section 1061 of the Internal Revenue Code of...more

Morrison & Foerster LLP

Proposed “Inflation Reduction Act” Could Significantly Curtail Carried Interest Tax Benefits

On July 27, 2022, Senate Majority Leader Chuck Schumer and Senator Joe Manchin announced their agreement on proposed legislation (the “Inflation Reduction Act of 2022” or “Act”) that is expected to be considered by the Senate...more

Eversheds Sutherland (US) LLP

Inflation Reduction Act targets carried interests

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

Rivkin Radler LLP

The Schumer-Manchin Proposal To “Eliminate” the Profits Interest

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Summer Break? After the last couple of weeks, I’m looking forward to Congress’s summer vacation. I’m pretty sure our elected representatives feel the same way, though it is unclear at this point when they will be heading...more

Skadden, Arps, Slate, Meagher & Flom LLP

Reminder: Equity Reports for Pennsylvania Lobbyists and Lobbying Firms Due July 30

The annual equity report for all Pennsylvania lobbyists and lobbying firms is due July 30, 2022, as required by Act 70 of 2021. The filing discloses either the total value or percentage of equity held by a lobbyist or...more

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