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Latest Treasury Action on Inversions Upends Pending Transactions and Surprises Many for Its Broad Scope and Use of Questionable...

On April 4, 2016, the Treasury Department and the Internal Revenue Service issued a sweeping package of new regulations intended to curtail inversion transactions (the “Regulations”). Many features of the Regulations had...more

Proposed IRS Debt-Equity Regulations: Aimed at PostInversion “Earnings Stripping,” But May Also Impact Ordinary Related-Party Debt

On April 4th, the Internal Revenue Service (“IRS”) issued proposed regulations (the “Proposed Regulations”) under Section 385 which could dramatically change how related-party indebtedness is treated for federal income tax...more

Tax Treatment of “Bad Boy Guarantees” Challenged by Recent IRS Memorandum

I. OVERVIEW - A recently released legal memorandum by the Internal Revenue Service (IRS) Office of Chief Counsel, CCA 201606027 (the “Memorandum”), concluded that a so-called “bad boy guarantee” provided by a sponsor of...more

New IRS Guidance Limits Tax-Free Spin-Off Rulings – Implications for REIT Spin-Offs

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

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