Partnership Interests

News & Analysis as of

5th Circuit Affirms Look Through of Partnerships for Installment Sale Limitation

In Mingo v. Comm’r the 5th Circuit upheld a Tax Court decision and denied installment sale treatment to the extent the partnership interest sold related to underlying unrealized receivables. The taxpayer sold its interest in...more

California Tax Developments - A Reed Smith Quarterly Update (3rd Quarter 2014)

Case Updates - Court finds ownership of LLC membership interest does not constitute doing business in California On November 14, the Fresno County Superior Court determined that Swart, an Iowa-based corporation with a...more

United States Property Investments under Section 956 of the Code

I. Background and Overall Scope of Section 956 - The overall purpose of section 956 is to tax investments made by CFCs in specified categories of “United States property” on a constructive dividend basis. The...more

In re Kinder Morgan, Inc. Corporate Reorg. Litig., C.A. No. 10093-VCL (Del. Ch. Nov. 5, 2014) (Laster, V.C.)

In this memorandum opinion, the Court of Chancery denied plaintiffs’ motion for a preliminary injunction and held that a provision in a partnership agreement imposing a higher voting threshold with respect to certain mergers...more

Valuing a 100% Interest in a Disregarded Entity

One would think that the value of a 100% interest in a disregarded entity would be the same as the net value of the assets of the disregarded entity. Such value of the 100% interest may be relevant for estate or gift tax...more

In re Interstate General Media Holdings, LLC, C.A. No. 9221-VCP (Del. Ch. Apr. 25, 2014) (Parsons, V.C.)

In this memorandum opinion regarding the judicial dissolution of a Delaware LLC, the Court of Chancery, ordered the sale of the company in a private, English-style auction, as opposed to a public auction, in order to maximize...more

MoFo New York Tax Insights - Volume 5, Issue 5 - May 2014

In This Issue: - Two Combined Reporting Decisions Highlight Issues Involving “Permissive” Combined Reporting - New York State Corporate Tax Reform Legislation Enacted – What You Need to Know - Appellate Court...more

SEC Prevails In Tenth Circuit

The SEC prevailed in the Tenth Circuit Court of Appeals, securing a reversal of the district court’s order granting a motion to dismiss its complaint. The central issue in the case was if instruments which claimed to be...more

Treasury Finalizes Regulations on Noncompensatory Partnership Options

The U.S. Treasury Department recently released regulations on the tax treatment of noncompensatory options issued by a partnership, as well as proposed regulations addressing the threshold question of when a partnership...more

Tax, Benefits and Nonprofit Organizations Client Alert: New Tax Regulations on Noncompensatory Partnership Options

Overview - The Department of the Treasury (Treasury) and the Internal Revenue Service (IRS) issued final regulations (the Final Regulations), effective February 5, 2013, concerning the tax consequences of...more

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