News & Analysis as of

Private Equity Internal Revenue Service

Skadden, Arps, Slate, Meagher & Flom LLP

The IRS Takes Aim at Basis Adjustments in Partnership Transactions

On June 17, 2024, the IRS issued three pieces of guidance addressing certain “basis-shifting” transactions in the context of related-party partnerships: In new proposed regulations, the IRS identified several...more

Vinson & Elkins LLP

IRS, Treasury Look to Challenge So-Called Basis-Shifting Transactions, But It Won’t Be Easy

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The Department of the Treasury (“Treasury”) and the Internal Revenue Service (“IRS”) announced the latest chapter in the long-trumpeted enforcement initiative aimed at large partnerships. The guidance, summarized below,...more

Skadden, Arps, Slate, Meagher & Flom LLP

Newly Proposed Regulations on Stock Buyback Excise Tax Largely Adopt Approach From Initial IRS Guidance

On April 12, 2024, the Treasury Department (Treasury) and Internal Revenue Service (IRS) issued proposed regulations (89 FR 25980 and 89 FR 25829) on the excise tax on stock buybacks enacted as part of the Inflation Reduction...more

Orrick, Herrington & Sutcliffe LLP

Deducting Success Fees in M&A Sell-Side Transactions: Guidance for Private Equity Portfolio Companies

In a typical sale of a private equity portfolio company, sell-side success fees payable to bankers and financial advisors represent one of the most significant transaction costs. Although most types of success fees are...more

Skadden, Arps, Slate, Meagher & Flom LLP

2024 Insights: Other Regulatory Developments

AI in 2024: Monitoring New Regulation and Staying in Compliance With Existing Laws Companies that develop or employ AI tools have to consider proposed AI-specific regulation as well as an array of existing IP, privacy,...more

Blank Rome LLP

Private Equity and Hedge Funds Take Note: The Tax Court Says Limited Partners Must Pay Self-Employment Taxes

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In a decision that will come as potentially bad news to many private equity and hedge funds, on November 28, 2023, the U. S. Tax Court opined in Soroban Capital Partners LP versus Comm’r that limited partners in a limited...more

Skadden, Arps, Slate, Meagher & Flom LLP

Real World Examples Where Conflicts Tainted a Deal Process, and Other Deals That Were Insulated From Conflicts

Sometimes when a board is considering a strategic transaction, it may find that a key figure who can influence the deal process — for example, a founder, controller or CEO-negotiator — has a potential conflict of interest....more

Troutman Pepper

Rolling Over and Section 704(c); What’s the Big Deal? — Part 4: The Remedial Method

Troutman Pepper on

In our continuing series on Section 704(c) of the Internal Revenue Code (the Code) we discuss the application of the remedial method to correct for distortions caused by the ceiling rule. As previously discussed, when the tax...more

Troutman Pepper

Rolling Over and Section 704(c); What's the Big Deal? — Part 3: The Traditional Method With Curative Allocations

Troutman Pepper on

Continuing with our series on the implications of the application of Section 704(c), the below discussion addresses the use of the traditional method with curative allocations. In Part 1 [insert link] we gave a broad overview...more

Troutman Pepper

Rolling Over and Section 704(c); What's the Big Deal? — Part 2: The Traditional Method

Troutman Pepper on

In Part 1 of our discussion on Section 704(c) (Part 1) we described the basic idea of how the inherent built-in tax gain or loss on a piece of property contributed to a partnership is allocated to the contributing partner. As...more

Levenfeld Pearlstein, LLC

Are Partner Retirement or Withdrawal Provisions in Governing Documents Subject to Section 409A of the Internal Revenue Code?

As part of our ongoing series on tax issues for accounting firms, this article provides information on retirement or deferred compensation arrangements, the related rules of Section 409A of the Internal Revenue Code, and how...more

Vinson & Elkins LLP

The Heat Is on for Large Partnership Audits

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Large partnerships are facing a sea change in tax enforcement. Beginning with the Large Partnership Compliance program announced in 2021 and its most recent announcement that it intends to “stand up” a group focused on large...more

Skadden, Arps, Slate, Meagher & Flom LLP

IRS Rolls Out Long-Planned Strategy Targeting Large Partnerships and High-Wealth Individual Taxpayers

On September 8, 2023, Internal Revenue Service (IRS) Commissioner Danny Werfel announced the rollout of a coordinated enforcement strategy that will involve audits of returns filed by 75 of the largest partnerships operating...more

DarrowEverett LLP

Key Questions When Determining Eligibility for State Historic Tax Credits

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Real estate developers have long had ample reasons to take on projects involving historic buildings, courtesy of Section 47 of the Internal Revenue Code of 1986. As amended, Section 47 (the “Code”) provides for a...more

Alston & Bird

How Is Congress Trying to Regulate Private Equity in Health Care?

Alston & Bird on

Our Health Care Group investigates congressional efforts to require new transparency disclosures to the IRS from private equity firms invested in health care....more

Proskauer - Employee Benefits & Executive...

Tax Court Decision Interprets Profits Interest “Safe Harbor” under IRS Rev. Proc. 93-27

The Tax Court’s May 3, 2023, decision in ES NPA Holding, LLC v. Commissioner (T.C. Memo 2023‑55), upholding a taxpayer’s position to characterize a partnership interest as a profits interest under the “safe harbor” of IRS...more

Kramer Levin Naftalis & Frankel LLP

IRS Denies Deductibility of Sell-Side Advisory Fees

In Private Letter Ruling 202308010 (PLR 20230810), the Internal Revenue Service (IRS) determined that a contingent sell-side advisory fee (the Fee) was incurred by the private equity fund majority seller (the PE Seller),...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

Rivkin Radler LLP

Selling Your Business? Careful of Pre-Sale Contributions of Stock to Charity

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Charitable Giving Update- According to a recent report on charitable giving, the number of donors at every level of giving dropped during the first three quarters of 2022. The number of new donors was down by over 19...more

Akerman LLP

President Biden Signs the Inflation Reduction Act into Law

Akerman LLP on

On August 16, 2022, President Joe Biden signed the Inflation Reduction Act of 2022 (H.R. 5376) (the IRA) into law. The key provisions that may affect the private equity sector and corporations include...more

Robins Kaplan LLP

February CPI Shows Persistent U.S. Inflation at Highest Levels Since 1980s

Robins Kaplan LLP on

New CPI numbers out this week showed inflation in the U.S. rising unabated in the “month leading up to the war in Ukraine,” and the conflict is now upending hopes that 2022 would see an easing in rising prices. Certainly, the...more

Rivkin Radler LLP

New York’s Pass-Through Entity Tax, F Reorgs, and the Sale of An Electing S Corp

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Timing- I had planned to post this piece during the third week of December, a day or so after the exchange between Senator Manchin and the White House sealed the fate of the Build Back Better plan, at least in its current...more

Rivkin Radler LLP

Selling to Private Equity? Maybe You Should “F Reorg” First

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Having Fun? Hope you had a decent weekend. Perhaps you did something interesting, maybe even fun, like some end-of-season apple picking? Or maybe you had a cider donut with some hot coffee at a farm stand you stumbled upon...more

Cozen O'Connor

The State AG Report - Volume 7, Issue 42

Cozen O'Connor on

Here are last week’s curated AG and federal regulatory news stories highlighting key areas in which state and federal regulators’ decisions are having an impact across the US: New York Attorney General Sets Enforcement...more

Rivkin Radler LLP

Gifts, Sales and Effective Dates: The Race Against the Clock the Taxpayer Cannot See

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It was quite a week, wasn’t it?- Manchin- Senator Manchin continued to attract a lot of attention. To the dismay of his fellow Democrats, the West Virginian – who also chairs the Senate Energy and Natural Resources...more

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