In light of the current economic uncertainty, many companies are considering amending their credit agreements and other debt instruments either to minimize the likelihood of breaching financial covenants or to rework payment...more
Decisions by state and local governments in the U.S. to control the spread of the COVID-19 virus through shelter-in-place orders and business closures have resulted in both a sharp increase in unemployment and a sharp...more
The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was signed into law on March 27, 2020, representing the so-called “Phase 3” of the response to the COVID-19 pandemic, as discussed in our client alert “CARES...more
4/2/2020
/ Base Erosion and Anti-Abuse Tax (BEAT) ,
CARES Act ,
Controlled Foreign Corporations ,
Coronavirus/COVID-19 ,
Debt Restructuring ,
EBITDA ,
GILTI tax ,
High-Yield Markets ,
Interest Income ,
International Tax Issues ,
Net Operating Losses ,
Relief Measures ,
Tax Cuts and Jobs Act ,
Tax Deductions ,
Tax Planning ,
Tax Relief
On March 27, 2020, Congress approved the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) to provide financial assistance to individuals and businesses, which in aggregate greatly exceeds the financial package...more
3/31/2020
/ Airlines ,
Banks ,
Capital Markets ,
CARES Act ,
Commercial Tenants ,
Community Banks ,
Coronavirus/COVID-19 ,
Economic Stimulus ,
Families First Coronavirus Response Act (FFCRA) ,
Federal Food Drug and Cosmetic Act (FFDCA) ,
Federal Grants ,
Federal Loans ,
Federal Reserve ,
Food and Drug Administration (FDA) ,
Forbearance Agreements ,
Foreclosure ,
Health Care Providers ,
Health Insurance ,
Landlords ,
Life Sciences ,
Medical Devices ,
Mergers ,
Mortgages ,
National Security ,
Paycheck Protection Program (PPP) ,
Payroll Taxes ,
Personal Protective Equipment ,
Pharmaceutical Industry ,
Prescription Drugs ,
Property Owners ,
Qualified Immunity ,
Relief Measures ,
Small Business ,
Small Business Loans ,
Supply Chain ,
Tax Credits ,
Tax Deductions ,
Tax Deferral ,
Tenants ,
Unemployment Insurance ,
Virus Testing
Many upstream and midstream companies are grappling with the prospect of severe liquidity constraints due to the rapid deterioration of both the commodity markets and the debt capital markets. While upstream companies have...more
3/24/2020
/ Debt Market ,
International Tax Issues ,
Market Pricing ,
Midstream Contracts ,
Oil & Gas ,
Oil Prices ,
REIT ,
Risk Assessment ,
Tax Liability ,
Tax Planning ,
Upstream Contracts
The Treasury Department and the Internal Revenue Service (IRS) recently released much-anticipated proposed regulations, as well as a related revenue ruling (Rev. Rul. 2018-29), concerning opportunity zone investments....more
11/13/2018
/ Asset Valuations ,
C-Corporation ,
Capital Gains ,
Community Development ,
Investment Funds ,
IRS ,
New Guidance ,
Opportunity Zones ,
Partnerships ,
QOZBP ,
Qualified Opportunity Funds ,
Real Estate Investments ,
REIT ,
RICs ,
S-Corporation ,
Startups ,
Tax Cuts and Jobs Act ,
Tax Incentives ,
U.S. Treasury
The Tax Cuts and Jobs Act enacted in late December 2017 created a new capital gains exemption for taxpayers who make long-term investments in low-income communities that have been designated by the Treasury Department as...more
On June 18, 2018, the Internal Revenue Service (IRS) and the Treasury Department (Treasury) released proposed regulations that largely reinstate pre-2017 law regarding the allocation of liabilities under the partnership...more
The U.S. Supreme Court upended 51 years of precedent on Thursday, June 21, 2018, when it held in a 5-4 decision that a state can require an online retailer with no in-state property or personnel to collect and remit sales tax...more
6/22/2018
/ Appeals ,
Commerce Clause ,
Constitutional Challenges ,
Internet Retailers ,
Interstate Commerce ,
Out-of-State Companies ,
Physical Presence Test ,
Popular ,
Quill ,
Reversal ,
Sales & Use Tax ,
SCOTUS ,
South Dakota v. Wayfair ,
Substantial Nexus
On December 22, 2017, President Donald Trump signed into law the Tax Cuts and Jobs Act (TCJA), which includes numerous changes that will significantly impact mergers and acquisitions (M&A). Although the TCJA has rightly been...more
1/19/2018
/ Acquisitions ,
Bonus Depreciation ,
Controlled Foreign Corporations ,
Corporate Taxes ,
EBITDA ,
Foreign Acquisitions ,
Foreign Corporations ,
Foreign Subsidiaries ,
GILTI tax ,
Interest Income ,
Internal Revenue Code (IRC) ,
International Tax Issues ,
Mergers ,
Multinationals ,
Net Operating Losses ,
Parent Corporation ,
Reorganizations ,
S-Corporation ,
Tax Cuts and Jobs Act ,
Tax Deductions ,
Tax Reform
On December 22, 2017, President Donald Trump signed into law the Tax Cuts and Jobs Act (TCJA), which includes numerous changes that will significantly impact mergers and acquisitions (M&A). Although the TCJA has rightly been...more
1/19/2018
/ Acquisitions ,
Bonus Depreciation ,
Controlled Foreign Corporations ,
Corporate Taxes ,
EBITDA ,
Foreign Acquisitions ,
Foreign Corporations ,
Foreign Subsidiaries ,
GILTI tax ,
Interest Income ,
Internal Revenue Code (IRC) ,
International Tax Issues ,
Mergers ,
Multinationals ,
Net Operating Losses ,
Parent Corporation ,
S-Corporation ,
Tax Cuts and Jobs Act ,
Tax Deductions
On August 11, 2017, the Internal Revenue Service released guidance allowing publicly offered real estate investment trusts and regulated investment companies to distribute earnings in a combination of cash and stock as long...more
On October 4, 2016, the Internal Revenue Service and the Treasury Department issued a sweeping package of proposed, temporary and final regulations under the Internal Revenue Code that, among other things, significantly...more
10/10/2016
/ Capital Gains ,
Debt Instruments ,
Disguised Sales ,
Internal Revenue Code (IRC) ,
Joint Venture ,
Master Limited Partnerships ,
Non-Recourse Loans ,
Partnership Liabilities ,
Partnerships ,
Publicly-Traded Companies ,
REIT ,
Tax Allocation Agreements ,
Tax Liability ,
Tax-Deferred Exchanges
The Internal Revenue Service (IRS) and Treasury Department today issued a much-welcomed technical correction to the effective date of the recently issued “built-in gain” regulations regarding real estate investment trust...more
On June 7, 2016, the Internal Revenue Service (IRS) and Treasury Department issued new temporary regulations that have dramatic implications for all merger-and-acquisition activity by C corporations and real estate investment...more
6/9/2016
/ Acquisitions ,
C-Corporation ,
Capital Gains ,
Corporate Taxes ,
IRS ,
Mergers ,
Protecting Americans from Tax Hikes (PATH) Act ,
REIT ,
RICs ,
S-Corporation ,
Tax-Free Spin-Offs
The newly signed Protecting Americans from Tax Hikes Act of 2015 (the Act) includes several reforms to the Foreign Investment in Real Property Tax Act of 1980 (FIRPTA) and the taxation of real estate investment trusts...more
President Obama signed into law a bill that will significantly reform the taxation of real estate investment trusts (REITs). Most notably, the Protecting Americans from Tax Hikes Act of 2015 (the Bill) prevents companies from...more
On December 18, 2015, President Obama signed into law a bill that will significantly reform the Foreign Investment in Real Property Tax Act of 1980 (FIRPTA). The Protecting Americans from Tax Hikes Act of 2015 (the Bill) will...more
This afternoon, Reps. Kevin Brady (R-Texas) and Joseph Crowley (D-N.Y.) re-introduced in the House of Representatives a bill to significantly reform the Foreign Investment in Real Property Tax Act (FIRPTA). Introduced as H.R....more
On February 11, 2015, the Senate Finance Committee unanimously approved a significant reform to the Foreign Investment in Real Property Tax Act (FIRPTA). The proposal demonstrates the continued bipartisan legislative...more
2/14/2015
/ Capital Gains ,
Corporate Taxes ,
Debt Securities ,
FIRPTA ,
Foreign Investment ,
Investment Portfolios ,
Pension Funds ,
Real Estate Investments ,
Regulatory Reform ,
REIT ,
Senate Finance Committee ,
Tax Liability ,
Tax Treaty
On May 9, 2014, the U.S. Department of the Treasury (Treasury) released proposed regulations defining the term “real property” for purposes of the REIT rules. The proposed regulations, which provide a framework for taxpayers,...more
On March 24, 2014, the Organisation for Economic Co-operation and Development (OECD) published a discussion draft report on the tax challenges facing the digital economy (the DE Report). This draft report is issued in...more
On February 25, House Ways and Means Committee Chairman David Camp (R. Mich.) proposed a dramatic overhaul of the U.S. tax code (the Code). While the “Tax Reform Act of 2014,” (the Proposals) contains a number of previously...more
On November 14, the IRS contacted many firms to let them know that the so-called REIT working group has completed its task. The IRS’s temporary hold on issuing rulings on what constitutes real property for REIT purposes is...more
Yesterday, Reps. Kevin Brady of Texas and Joseph Crowley of New York proposed a major reform to the Foreign Investment in Real Property Tax Act (FIRPTA). Introduced as H.R. 2870, the Real Estate Investment and Jobs Act of...more