On June 24, 2020, the Internal Revenue Service (the “IRS”) and the U.S. Department of Treasury (“Treasury”) issued final regulations (the “Final Regulations”) on the application of the “passthrough deduction” under Section...more
6/30/2020
/ Capital Gains ,
Corporate Taxes ,
Foreign Tax Credits ,
IRS ,
Partnerships ,
Pass-Through Entities ,
Proposed Regulation ,
Registered Investment Companies (RICs) ,
REIT ,
Section 199A ,
Tax Cuts and Jobs Act ,
Tax Reform ,
U.S. Treasury
On September 10, 2019, the Internal Revenue Service (“IRS”) and the U.S. Department of the Treasury (the “Treasury”) issued proposed regulations (the “Proposed Regulations”) on calculation of built-in gains and losses under...more
9/23/2019
/ Acquisitions ,
Change of Ownership ,
Corporate Taxes ,
Internal Revenue Code (IRC) ,
IRS ,
Mergers ,
Net Operating Losses ,
Proposed Regulation ,
Safe Harbors ,
Sale of Assets ,
Startups ,
Tax Cuts and Jobs Act ,
U.S. Treasury ,
Venture Capital
Implements 2018 Proposed Regulations, ending most limitations on investments in U.S. property, as well as pledges and guarantees by CFCs wholly-owned by U.S. corporations – also provides PTI guidance for CFC...more
5/31/2019
/ Controlled Foreign Corporations ,
Corporate Taxes ,
Distribution Rules ,
Final Rules ,
Financial Guarantee Requirements ,
IRS ,
Multinationals ,
New Regulations ,
Section 956 ,
Stocks ,
Tax Cuts and Jobs Act ,
Voting Shares
On March 4, 2019, the Internal Revenue Service (the “IRS”) and the Department of the Treasury (the “Treasury”) released proposed regulations (the “Proposed Regulations”) regarding the deduction for “foreign-derived intangible...more
4/23/2019
/ Controlled Foreign Corporations ,
Corporate Taxes ,
Foreign Corporations ,
Foreign Derived Intangible Income (FDII) ,
GILTI tax ,
Income Taxes ,
Internal Revenue Code (IRC) ,
IRS ,
Proposed Regulation ,
Tax Cuts and Jobs Act ,
Tax Reform
On August 8, 2018, the U.S. Department of the Treasury (the "Treasury") and the Internal Revenue Service (the "IRS") issued proposed regulations regarding the "pass-through deduction" for qualified trade or business income...more
This post outlines at a high-level certain provisions under the recently enacted 2017 tax legislation (Pub. L. 115-97, the “Tax Act”) that may affect M&A Transactions. Some of these rules are very complex, particularly in...more
2/12/2018
/ Acquisitions ,
Base Erosion Tax ,
Controlled Foreign Corporations ,
Corporate Taxes ,
EBITDA ,
Foreign Corporations ,
Foreign Subsidiaries ,
GAAP ,
GILTI tax ,
International Tax Issues ,
Mergers ,
Net Operating Losses ,
Pass-Through Entities ,
Section 956 ,
Subpart F ,
Tax Cuts and Jobs Act ,
Tax Reform
On Friday, December 15, the U.S. House of Representative and Senate conferees reached agreement on the Tax Cuts and Jobs Act (H.R. 1) (the “Final Bill”), and released legislative text, an explanation, and the Joint Committee...more
12/19/2017
/ 501(c)(3) ,
Affordable Care Act ,
Alternative Minimum Tax ,
Base Erosion Tax ,
Controlled Foreign Corporations ,
Corporate Taxes ,
Deferred Compensation ,
EBITDA ,
Excise Tax ,
Income Taxes ,
Individual Mandate ,
International Tax Issues ,
Legislative Agendas ,
Pass-Through Entities ,
PFIC ,
REIT ,
Section 179 Property ,
Tax Deductions ,
Tax Exempt Entities ,
Tax Rates ,
Tax Reform ,
Tax-Exempt Bonds ,
UBIT
In the early hours of Saturday morning, the U.S. Senate passed the Tax Cuts and Jobs Act (H.R. 1) (the “Senate bill”), just over two weeks after the U.S. House of Representatives passed its own version of the same legislation...more
12/12/2017
/ 401k ,
501(c)(3) ,
501(c)(6) ,
Affordable Care Act ,
Alternative Minimum Tax ,
Base Erosion Tax ,
C-Corporation ,
Controlled Foreign Corporations ,
Corporate Taxes ,
Deferred Compensation ,
EBITDA ,
Excise Tax ,
Income Taxes ,
Individual Mandate ,
International Tax Issues ,
Legislative Agendas ,
Pass-Through Entities ,
PFIC ,
Popular ,
Proposed Legislation ,
REIT ,
Section 1031 Exchange ,
Section 179 Property ,
Tax Deductions ,
Tax Exempt Entities ,
Tax Rates ,
Tax Reform ,
Tax-Exempt Bonds ,
UBIT
Yesterday afternoon, the House of Representatives passed the Tax Cuts and Jobs Act (H.R. 1) (the “House bill”). The House bill is identical to the draft bill approved by the House Ways and Means Committee on November 10. Late...more
11/20/2017
/ 401k ,
Adjusted Gross Income ,
Affordable Care Act ,
Alternative Minimum Tax ,
Charitable Deductions ,
Controlled Foreign Corporations ,
Corporate Taxes ,
Deferred Compensation ,
EBITDA ,
Employee Benefits ,
Excise Tax ,
Foreign Earned Income ,
Foreign Subsidiaries ,
Independent Contractors ,
Individual Mandate ,
IRS ,
New Legislation ,
Pass-Through Entities ,
Personal Property Tax ,
PFIC ,
Popular ,
REIT ,
S-Corporation ,
Section 179 Property ,
Senate Finance Committee ,
Shared Responsibility Rule ,
Tax Deductions ,
Tax Exempt Entities ,
Tax Rates
UPDATE: The Senate Finance Committee last night released a revised version of the Chairman’s Mark of the Tax Cuts and Jobs Act. We are reviewing these changes and will release an update soon...
On Thursday, November 9, the...more
11/15/2017
/ 401k ,
403(b) Plans ,
457(b) Plans ,
501(c)(6) ,
Alternative Minimum Tax ,
Capital Gains ,
CFC ,
Charitable Deductions ,
Child Tax Credit ,
Corporate Taxes ,
Cost Recovery ,
DBCF Tax ,
Deferred Compensation ,
Domestic International Sales Corporation ,
EBITDA ,
Employee Benefits ,
FDIC ,
Foreign Corporations ,
GAAP ,
Generation-Skipping Transfer ,
Highly Compensated Employees ,
Independent Contractors ,
Mortgage Interest ,
Partnerships ,
Pass-Through Entities ,
PFIC ,
Section 179 Property ,
Section 199 ,
Section 482 ,
Section 956 ,
Senate Finance Committee ,
Social Security Benefits ,
Sports ,
Tax Exempt Entities ,
Tax Exemptions ,
Tax Rates ,
Tax Reform ,
UBTI ,
Ways and Means Committee
Yesterday the Trump Administration announced the outline of its tax reform proposal. The proposal combines elements of President Trump’s original tax reform proposal announced during the campaign and of the House Republicans’...more
Some taxpayers have taken the position that an acquiring corporation and a target corporation, when the target corporation is joining the acquiring corporation's consolidated corporate group, can choose between taking certain...more