Episode 116 -- Alstom Executive Convicted of FCPA and Money Laundering Offenses
Potential for Vicarious Liability Under the Graves Amendment
FCPA Compliance and Ethics Report-Episode 122-with Matt Kelly on Alstom, Avon and Petrobras
FCPA Compliance and Ethics Report-Episode 118-the Alstom FCPA Enforcement Action
FCPA Compliance and Ethics Report-Episode 117-the Avon FCPA Enforcement Action
Cross-Border Update on Investing and Doing Business in the United States
The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Carve-Out Transaction
Altria Group, Inc. v. United States, a federal income tax case pending in federal district court in Virginia, shows the importance of laying groundwork for litigation long before a complaint is filed. At issue is a difficult...more
Clients frequently come to us while in the process of selling interests in California-based businesses. Clients who are not residents of California typically expect that they will not be subject to California income tax on...more
A California state appellate court recently upheld the trial court's decision in The 2009 Metropoulos Family Trust v. Franchise Tax Board that nonresident shareholders of an S corporation source gain on the S corporation's...more
An employee stock ownership plan (ESOP) is a type of tax-qualified retirement plan. ESOPs are designed to invest primarily in qualifying employer securities, as defined in applicable tax rules....more
IRS solicits public comments on proposed changes to group exemption letter program; will temporarily stop accepting requests for group exemption letters on June 17, 2020 - Notice 2020-36 contains a proposed revenue...more
A recent Technical Advice Memorandum (TAM) issued by the Internal Revenue Service (IRS) National Office concludes that a target company required under Internal Revenue Code Section 263(a) regulations to capitalize costs that...more
A recent case from the Western District of Wisconsin, In re Schroeder Brothers Farms of Camp Douglas LLP, may raise a new issue for the bankruptcy treatment of tax attributes in flow-through entities. The court in Schroeder...more
It’s the time of year when we all gather around with our families and loved ones. It’s also a good time to remember that your company may have its own family. Forgetting about that family can spell trouble....more
On May 22, 2019 the Treasury Department and the Internal Revenue Service released regulations (the “Final Regulations”) finalizing and making certain technical changes to proposed regulations (the “Proposed Regulations”,...more
In our recent article on spin-offs (click here), we discussed an announcement made by the Internal Revenue Service (IRS) signaling a change in the application of the active trade or business (ATB) requirement under Section...more
The “deemed dividend” rule, the source of much wrangling between multi-national borrowers and lenders over the years, may be on its way out....more
The Internal Revenue Service (the “IRS”) released Revenue Procedure 2018-43 (“Rev. Proc. 2018-43”) in mid-September regarding the treatment of certain items of income from foreign subsidiaries of real estate investment trusts...more
On July 11, 2018, the Treasury Department and the IRS published final Treasury regulations on inversion transactions (the “Final Regulations”). The Final Regulations substantially adopt the temporary Treasury regulations...more
The IRS recently provided taxpayers with favorable guidance involving tax-free spin-offs. First, the IRS will resume issuing private rulings that allow a distributing corporation to satisfy debt it issued in anticipation of a...more
The IRS has recently issued Proposed Regulations under Section 851(b) of the Internal Revenue Code (the “Proposed Regulations”), and a Revenue Procedure that address the treatment to regulated investment companies (“RICs”)...more
On October 13, 2016, the Internal Revenue Service (IRS) and the Treasury Department (Treasury) issued temporary and final Treasury regulations under Section 385 of the Internal Revenue Code of 1986, as amended (the Final...more
On October 13, 2016, the IRS and the Treasury Department issued new rules largely designed to prevent highly related corporate taxpayers from claiming the tax benefits of “earnings stripping,” or the payment of excessive...more
A Denver District Court judge has held that the Colorado Department of Revenue cannot forcibly combine a corporation’s subsidiary, a holding company that derived its income solely from investments in foreign entities, in...more
On September 14, the Internal Revenue Service (IRS) issued final regulations under Internal Revenue Code Section 851 clarifying that control groups under the regulated investment company (RIC) rules may consist of two...more
In issuing IRS Notice 2015-59 and Rev. Proc. 2015-43 last week, the IRS intentionally created significant market uncertainty about the viability of “PropCo/OpCo” spin-offs as part of the PropCo’s REIT conversion (e.g., where...more
“In terrorem” or anti-abuse provisions often receive a lack of judicial and administrative interpretation. Section 163(l) of the Code, enacted in 1997, is no exception, so that even now certain fundamental questions relating...more
State income tax laws generally build on federal tax law. The typical pattern is to begin the calculation of state taxable income with federal taxable income and then to modify it by adding or subtracting items where state...more
In certain recent transactions, a corporation distributes a subsidiary corporation holding the distributing corporation’s real estate assets to the distributing corporation’s shareholders in a tax-free “spin-off.” Not only...more
On May 7, Treasury and the IRS published proposed regulations addressing which corporation succeeds to the tax attributes of another corporation that transfers assets in an acquisitive asset reorganization described in IRC §§...more