Recently, in Rawat v. Commissioner, the D.C. Circuit reversed the Tax Court decision and held that a foreign partner would not be subject to U.S. tax on selling an interest in a partnership with “hot assets” subject to §...more
The recent legal clash between Daryl Hall and John Oates highlights key lessons about partnership dynamics and the necessity for a well-crafted partnership agreement. Their conflict, while centered on assets derived from...more
The Inflation Reduction Act of 2022 (the “IRA”) represents the largest investment in clean energy and climate change in the history of the United States, with over $370 billion of funding to provide tax credits for clean...more
One of the pleasures of being a litigator is that we constantly learn. The pleasure multiplies as a law blogger, where articles we write inspire litigation arguments, and litigations we fight inspire articles....more
Key Points - Fund-level liability for a buyer’s failure to withhold upon secondary market transfer of an LP interest in a fund with ECI assets will apply only for transfers on or after January 1, 2023. Certain...more
On 7 October 2020, the Treasury Department and the Internal Revenue Service (IRS) released final regulations under Code Section 1446(f) (the Final Regulations), which clarify aspects of the withholding requirements with...more
The US Department of the Treasury and Internal Revenue Service (IRS) recently issued final regulations under section 1446(f), a provision enacted as part of the Tax Cuts and Jobs Act of 2017 (TCJA) that generally imposes a...more
Given the overall development of the secondaries market and the increasing volume and size of secondary funds, the U.S. tax and withholding regime that applies to a foreign partner transferring an interest in a partnership...more
In private equity secondary transactions, it is commonly assumed that UK stamp duty is not payable. However, in light of the latest HMRC consultation on modernising stamp duty on shares, the approach to dealing with stamp...more
The U.S. federal taxation of non-U.S. persons who transfer interests in partnerships has a long and storied history. The government staked out its position in 1991, effectively providing that a non-U.S. partner should be...more
On April 2, 2018, the U.S. Treasury Department and the Internal Revenue Service (IRS) issued Notice 2018-29, "Guidance Regarding the Implementation of New Section 1446(f) for Partnership Interests That Are Not Publicly...more
The guidance shows Treasury Regulations will ease administrative challenges and exclude certain transfers from the new withholding regime. Key Points: ..Taxpayers can deliver IRS Form W-9 or an affidavit to establish...more
In a recent decision, Grecian Magnesite Mining, Industrial & Shipping Co., SA v. Commissioner, the U.S. Tax Court declined to follow Revenue Ruling 91-32, and held that gain on the sale of an interest in an operating...more
The practice of tax law is an exercise of statutory interpretation. A recent opinion of the U.S. Tax Court, Grecian Magnesite Mining, Indust. & Ship. Co. v. C.I.R., 149 T.C. No. 3 (July 13, 2017), is illustrative. Grecian...more
Private equity and venture capital funds often invest in portfolio companies that are formed as partnerships or limited liability companies. But these investments create certain problems for foreign limited partners (LPs) in...more
A recent U.S. Tax Court case, Grecian Magnesite (149 T.C. No. 3, July 13, 2017), has declared invalid the long-standing U.S. government position that a non-U.S. person’s sale of an interest in a partnership (in this case, a...more
The federal government proposed sweeping new tax rules earlier this month that would dramatically affect family businesses, investment partnerships and other entities. These rules, which have been widely reported, would...more
The U.S. Department of the Treasury and the IRS have just issued anticipated proposed regulations that, if made final, would severely limit the ability of taxpayers to transfer interests in family limited partnerships and...more