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Partnerships Debt Financing

Cozen O'Connor

Forming a Partnership/LLC: A Checklist for Avoiding Pitfalls

Cozen O'Connor on

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

Nutter McClennen & Fish LLP

Structuring Fund Debt-Financed Investments in S Corporation Businesses to Minimize Ordinary Income to the S Corporation

Partnerships are ineligible S corporation shareholders. So, a partnership cannot acquire shares in an S corporation without terminating that corporation’s S election. However, a partnership can still invest in an S...more

Nutter McClennen & Fish LLP

Debt-Financed Losses in S Corporations and Partnerships

Partners in partnerships are allowed to deduct operating losses in partnerships that their shareholder counterparts in S corporations cannot deduct. The difference results from a difference between partners and shareholders...more

Vedder Price

Tax Reform’s Impact on Transportation Finance Transactions

Vedder Price on

New tax legislation was signed into law on December 22, 2017 (the Act). The Act lowers the corporate rate from a top graduated rate of 35 percent to a flat rate of 21 percent. Under the Act individuals and certain...more

Skadden, Arps, Slate, Meagher & Flom LLP

New Proposed Regulations Remove Obstacles to Partnership Formation, Debt Capitalization Transactions

On June 18, 2018, the Internal Revenue Service (IRS) and the Treasury Department (Treasury) released proposed regulations that largely reinstate pre-2017 law regarding the allocation of liabilities under the partnership...more

Holland & Knight LLP

IRS Proposes Helpful Changes to "Fractions Rule" Tax Regulations

Holland & Knight LLP on

Proposed income tax regulations published by the Internal Revenue Service (IRS) on Nov. 23, 2016, amend the current regulations regarding the application of the "fractions rule" to partnerships that hold debt-financed real...more

Seyfarth Shaw LLP

One Step Back, One Step Forward: New Debt-Equity Regulations Narrow Their Focus on Earnings Stripping

Seyfarth Shaw LLP on

Seyfarth Synopsis: On October 13, 2016 the IRS and Treasury Department published over 500 pages of final and temporary regulations under Code Section 385 (the “Final Regulations”). Drafted to curtail tax benefits accrued by...more

Dechert LLP

New Treasury Regulations Curtail Planning Opportunities for Partnership Structures

Dechert LLP on

The U.S. Treasury Department and the Internal Revenue Service issued final and temporary regulations (the “2016 Regulations”) on October 5, 2016 addressing the partnership disguised sale and debt allocation rules. The 2016...more

Morrison & Foerster LLP

Recently Issued Final, Temporary and Proposed Treasury Regulations Regarding the Allocation of Partnership Liabilities and...

Morrison & Foerster LLP on

On October 5, 2016, the Internal Revenue Service (“IRS”) and Treasury Department published final regulations (the "Final Regulations"), temporary regulations (the "Temporary Regulations") and new proposed regulations (the...more

Seyfarth Shaw LLP

There is life after death...of the Bottom-Dollar Guarantee

Seyfarth Shaw LLP on

Seyfarth Synopsis: On October 5, 2016, the Treasury Department published several pieces of guidance relating to disguised sales, allocation of liabilities, and other partnership tax issues, including “bottom-dollar”...more

Akin Gump Strauss Hauer & Feld LLP

New Partnership Liability and Disguised Sale Regulations

Key Points - - Final, temporary and proposed regulations issued on October 5, 2016, address complex rules dealing with partnership disguised sales and debt allocation rules under Sections 707 and 752 of the Internal...more

Goulston & Storrs PC

I’ll Know it When I See It: Debt vs. Equity in a Partnership

Goulston & Storrs PC on

Of the many financial decisions a business faces in its life cycle, one of the most frequent (and certainly most important) is how best to fuel continued growth: should the business issue new debt or new equity? ...more

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