The IRS recently issued private letter ruling (PLR) 107770-22 that involved a normalization issue of first impression, namely, whether payments received by a utility pursuant to an intercompany tax allocation agreement (TAA)...more
Qualified Small Business Stock (“QSBS”) is arguably one of the largest “gifts” Congress has given taxpayers by excluding from a shareholder’s gross income the greater of $10 million or 10 times the shareholder’s basis in the...more
Section 1202 of the Internal Revenue Code provides savvy business founders and investors an opportunity for large tax savings. In fact, if the entity and the business exit are structured correctly, upon an exit, the founders...more
On January 14, 2022, the Internal Revenue Service ("IRS") released Revenue Procedure 2022-10, which establishes a "fast-track processing" pilot program for certain private letter ruling requests that are solely or primarily...more
On December 17, 2021, the IRS released Private Letter Ruling 202150003 where it concluded that a Taxpayer would not violate the normalization rules if it ratably amortized its Protected EDIT (defined below) pursuant to an...more
Please join us for the Spring Tax Forum to be held virtually on Tuesday, June 8, 2021. Register to join Jenny Connors, Philip Delano, Marie Yascko-Rosado and Kevin Bender for an informative discussion on the latest updates in...more
Speaking at several tax conferences this month, several senior IRS officials, including the Associate Chief Counsel, Corporate, discussed the nuances of the device requirement for spinoffs and signaled a willingness to relax...more
Former British Prime Minister Winston Churchill once said, “Plans are of little importance, but planning is essential.” Perhaps that quote is a tad strong to apply generally to corporate reorganizations under Section 368 of...more
In my practice, I have seen various issues related to a taxpayer’s S election. Corporations potentially jeopardize their S election by unknowingly creating a second class of stock through convertible debt. Corporations,...more
On February 28, 2020, the Internal Revenue Service (IRS) released private letter ruling 202009002 (the PLR), which concluded that an absence of income does not, under the facts of the PLR, prevent a line of business from...more
Presented below is our summary of significant Internal Revenue Service (IRS) guidance and relevant tax matters for the week of August 5 – 9, 2019. ...more
A limited liability company (an “LLC”) is a business structure created by state statute, but it is not a distinct business entity for tax purposes (like a partnership or a corporation). Instead, businesses structured as LLCs...more
Presented below is our summary of significant Internal Revenue Service (IRS) guidance and relevant tax matters for the week of February 11 – 15, 2019. February 11, 2019: The IRS issued a news release promoting online...more
The Bracewell Tax Report is a periodic publication focused on developments in federal income tax law, including the recently enacted Tax Cuts and Jobs Act, with emphasis on how such developments impact the energy, technology...more
Today, the Wall Street Journal considers again, on its front page above the fold, the potential benefits of corporate spin-off transactions. The Journal article notes that the S&P Spin-Off Index has outperformed the S&P 500...more
The Situation: In 2013, the IRS ceased issuing private letter rulings confirming the general tax consequences of tax-free spin-offs....more
On September 21, 2017, the IRS announced in Revenue Procedure 2017-52 (the “Pilot Program Rev. Proc.”) that it is expanding the scope of spin-off private letter ruling requests that it will consider. The pilot program is...more
Starting July 1, 2017, taxpayers that request an “Offer in Compromise with respect to doubtful collectability under Sec. 58.1-15, a Ruling Letter from the Commissioner under Sec. 58.1-203, a local tax advisory opinion under...more
The IRS announced in May that it will resume issuing private letter rulings (PLRs) on two types of spinoff transactions — leveraged spinoffs and north-south spinoffs — that had been on its “no-rule” list since 2013. In a...more
The Internal Revenue Service has announced that it will recommence issuing private letter rulings concerning whether a distributing corporation’s transfer of stock or securities of a controlled corporation (or “Spinco”) in...more
In the last few weeks, the Internal Revenue Service (the Service) issued several private letter rulings addressing a variety of tax accounting issues. From bonus depreciation elections to the correct unit of property for...more
On September 14, 2015, the Internal Revenue Service (“IRS”) issued Notice 2015-59 (the “Notice”) and Revenue Procedure 2015-43 (the “Rev Proc”; together with the Notice, the “Spin-Off Guidance”). Under the Spin-Off Guidance,...more
Partnerships targeted to widespread investors are a popular investment vehicle and a significant source of funding for oil and gas projects. However, their use is affected by the publicly traded partnership (“PTP”) tax rules....more
On December 19, 2014, the Internal Revenue Service (“IRS”) issued a private letter ruling (the “Ruling”) allowing corporations that manage physician practices through a so-called “friendly physician” arrangement to treat the...more
In Private Letter Ruling 201432002 (the “PLR”), the IRS ruled that a foreign-to-foreign “F” reorganization did not implicate the Section 7874 anti-inversion rules. As a result, a foreign corporation (that was 100 percent...more