Control of a Set-aside Entity
When considering converting a C corporation to an S corporation, tax advisers and taxpayers need to pay careful attention to the many perils that exist. Failure to pay close attention to the road in this area could result in...more
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
The final regulations adopt the provisions of the previously proposed regulations with modest modifications and clarifications. The registration portal for transferring tax credits is open, and no significant changes have...more
The passive foreign investment company (“PFIC”) rules generally impose unfavorable tax treatment on certain U.S. shareholders of foreign corporations that generate excess passive income or hold excess passive assets. In...more
Several abusive tax shelters in the 1970s and 1980s caused Congress to enact rules to prevent taxpayers from deducting losses when a taxpayer doesn’t materially participate in the activity. These passive loss rules apply to...more
Congress has moved closer to expanding the jurisdiction and powers of the Committee on Foreign Investment in the United States (CFIUS), the U.S. interagency committee that conducts national security reviews of foreign...more
Proposed legislation that would sharpen the law governing U.S. national security reviews by the Committee on Foreign Investment in the United States (CFIUS) continues to move through Congress with bipartisan support, and...more
As the United States Congress debates new legislation to strengthen reviews of cross-border transactions for potential national security concerns, the Committee on Foreign Investment in the United States (CFIUS or the...more
In this episode of GovCon Perspectives, Will Wozniak talks with Shayn Fernandez about what to do when passive investments raise questions of affiliation. Protestors often raise issues of affiliation in the form of size...more
While tossing certain claims brought by Pennsylvania’s attorney general, a federal judge denied part of a motion to dismiss brought by online short-term lenders in an action accusing them of “renting” Native American tribes...more
Last month, President Trump signed into law the much publicized Tax Cut and Jobs Act. In part of our ongoing series discussing the changes made by the Act, the following answers five common questions regarding the new...more
On January 16, the day after the Martin Luther King Jr. holiday weekend, BlackRock's CEO and Co-founder, Larry Fink, released his annual letter to companies...more
Federal Energy Regulatory Commission (“FERC”) has issued a declaratory order confirming that no approval under Section 203 of the Federal Power Act (“FPA”) is required in connection with the transfer or issuance of passive...more
On October 4, 2017, in a decision with significant implications for the energy project finance community, the Federal Energy Regulatory Commission (FERC or the “Commission”) granted a petition for declaratory order filed by...more
Tax equity investments, and potentially other passive investments, in renewable energy just became that much easier to make. Today, in response to a petition for declaratory order filed in January 2017 by a coalition of...more
A recent blog post discussed an Illinois state court decision evaluating an employer’s claim against a former employee for breach of a non-solicitation agreement, when the employee had added former co-workers on LinkedIn...more
When Gregory Gelineau quit his job at an Illinois-based insurance company to work for a competitor, he sent LinkedIn invitations to a group of his former co-workers. In response, Gelineau’s former company sued him. The...more
On July 18, 2017, Minister of Finance Bill Morneau announced sweeping changes to the way private businesses and their shareholders are taxed. The Government's proposals encompass three broad areas: (1) income sprinkling...more
Last month, we reported in our White Paper on taxation proposals directed at infrastructure and utility privatisation transactions. Since we wrote, the Commonwealth Treasury ("Treasury") has published a policy paper directed...more
No, says the U.S. Court of Appeals for the Tenth Circuit in In re Cowen, adopting the minority rule and parting ways with four other Courts of Appeals. The automatic stay provision of the Bankruptcy Code addressed in Cowen...more
On January 12, 2017, the California Court of Appeal held in a published opinion that a taxpayer passively holding a 0.2 percent interest in a California-based limited liability company (CA LLC) was not “doing business” in the...more
The State of California imposes its franchise tax on every corporation (other than a bank, financial corporation or exempt corporation) that is “doing business” in California. Cal. Rev. & Tax Code § 23151. This tax is...more
New SBA rule affects the holding company and the blocker corporation exceptions for SBICs’ financing passive businesses. On December 28, the U.S. Small Business Administration (SBA) released a Final Rule modifying its...more
On December 9, 2016, a group of investors in renewable energy projects (“Petitioners”) asked the Federal Energy Regulatory Commission (FERC) to find that certain non-managing (i.e., passive) “tax equity” interests in public...more
In the recently decided case of Gragg v. United States, 118 AFTR 2d 2016-5091 (9th Cir. 2016), the U.S. Court of Appeals for the Ninth Circuit held that a taxpayer’s activities as a real estate professional were insufficient...more