News & Analysis as of

Securities General Business Tax

Read need-to-know updates, commentary, and analysis on Securities issues written by leading professionals.

Compensation Season 2018: Section 162(m) and Related Considerations Post-Tax Reform

by White & Case LLP on

On December 22, 2017, the Tax Cuts and Jobs Act (the "Act") was signed into law. The Act includes significant changes to the executive compensation deduction rules contained in §162(m) of the Internal Revenue Code (the...more

Disclosure of Accounting Impact of the Tax Cuts and Jobs Act in SEC Reports

by Goodwin on

On December 22, 2017, the Office of the Chief Accountant (the OCA) and the staff of the Division of Corporation Finance (the Staff) of the Securities and Exchange Commission published guidance relating to financial accounting...more

FASB to Revise Accounting for Tax Act

FASB received unsolicited input from banks and insurance companies and related trade groups on the accounting for what is referred to as the Tax Cuts and Jobs Act. Based on the input, FASB has tentatively decided to revise...more

Capital Markets & Public Companies Quarterly: 2018 Proxy Season Pointers, Disclosing the “Tax Cuts and Jobs Act,” Shareholder...

by McDermott Will & Emery on

The end of a year and beginning of the next generally starts the countdown to the public company proxy season. But before moving into 2018, registrants would be well served by first looking back to the guidance that came out...more

IRS Filing and Reporting Requirements for ISO Exercises and ESPP Stock Transfers

by Fenwick & West LLP on

This client alert is intended to remind you of certain 2017 year-end reporting requirements under Section 6039 of the Internal Revenue Code of 1986, as amended (the Code), with respect to stock issued to employees or former...more

Impact of Tax Reform on Some Private Company Equity Awards: Limited Income Tax Deferral Opportunities for Employees

by Perkins Coie on

The recent tax reform bill, commonly referred to as the Tax Cuts and Jobs Act of 2017 (the Act), was signed into law on December 22, 2017. The Act includes a new income tax deferral regime for certain employee stock options...more

Initial Tax Disclosures Regarding 162(m) in Proxy Statements

Many know that the Section 162(m) deduction limit for performance-based compensation has been repealed by the recent tax legislation together with implementation of other changes, effective for taxable years beginning after...more

Tax Act Hit to U.S. Taxpayers with Equity Ownership (Even Indirect Minority Ownership) in Foreign Entities with Unremitted...

On December 15, 2017, Congress released its final version of tax reform – the Conference Report Bill (the Bill). The Bill was signed into law by President Trump on December 22, 2017....more

New Deferral Opportunity for Stock Awards

The Tax Cuts and Jobs Act includes a new provision that can delay the taxation of compensation paid to employees of “eligible corporations” in the form of “qualified stock” for up to five years. The provision is set forth in...more

The Impact of Tax Reform on Private Equity and M&A Transactions

by McDermott Will & Emery on

Now that the 2017 tax reform act is law, private equity and M&A professionals must grapple with its sweeping changes and reconcile the new provisions with how they do business. This On the Subject summarizes important...more

The Effects of Tax Reform on Private Equity

On December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (TCJA), the most extensive overhaul of the United States tax regime in over thirty years. The new tax law will have a significant impact upon...more

Main Effects of U.S. Tax Reform on Foreign Taxpayers

by Holland & Knight LLP on

President Donald Trump signed the U.S. tax reform bill previously entitled the Tax Cuts and Jobs Act into law on December 22, 2017, enacting comprehensive U.S. tax reform with most provisions becoming effective starting on...more

Impacts on Foreign Operations That Affects Wholly-Owned and Majority Subsidiaries, And Potentially Minority Owned Stakes As Well

Summary: - On December 15, Congress released its final version of Tax Reform – the Conference Report Bill (the Bill). The Bill was signed into law by President Trump on December 22. ...more

SEC Releases Guidance on Near-Term Disclosure Regarding Effects of New Tax Law

The tax reform signed into law by President Trump on Dec. 22 (the Tax Act) presents public companies with several accounting and disclosure challenges. Although companies are still evaluating how they will be affected by the...more

New Tax Act Disclosures, Explanations and Examples

Disclosures regarding the new tax act, often referred to as the Tax Cuts and Jobs Act or TCJA, continue to be prominent in SEC filings. Set forth blow is an explanation of the often obscure GAAP accounting driving many of the...more

The Tax Cuts and Jobs Act Meets Public Company Reporting

by Cohen & Gresser LLP on

Accounting for income taxes can be complex and is seldom exciting. Suspense was added, however, by the passage of the Tax Cuts and Jobs Act shortly before year end 2017. Would public companies have enough time to analyze the...more

SEC Commission Staff Provides Disclosure Guidance for Accounting Impacts of the Tax Cuts and Jobs Act

by Dechert LLP on

The U.S. Securities and Exchange Commission published staff guidance regarding public company disclosure of the accounting impacts of the Tax Cuts and Jobs Act (the Act)....more

SEC Guidance on Accounting for the Tax Cuts and Jobs Act and Form 8-K Obligations

As Christmas Eve approached with vacations and holiday shopping in full swing, President Trump signed the Tax Cut and Jobs Act and the SEC promptly issued guidance to public companies on related accounting matters. Perhaps...more

New Tax Bill Unleashes Flood of SEC Disclosures

The new tax bill awaiting President Trump’s signature has unleashed a flood of disclosures in SEC filings. The new bill was unartfully renamed “To provide for reconciliation to titles II and V of the concurrent resolution on...more

How Tax Reform Could Trigger Significant Taxes For Unwary Stockholders (And Funds) In Foreign Companies

Summary: - On December 15, Congress released its final version of Tax Reform – the Conference Report Bill (the Bill). - Statutory language of the Bill may cause an unexpected tax hit on unwary U.S. stockholders who...more

SLGS Window Closing; Tax Reform Continues to Threaten Public Finance

by Bracewell LLP on

On December 6, 2017, the U.S. Department of the Treasury announced the suspension of sales of United States Treasury Obligations – State and Local Government Series (i.e., SLGS), effective 12:00 noon Eastern Time, Friday,...more

Equity Compensation Rules Continue to Change in Latest Proposed Tax Reform Bill

by Fenwick & West LLP on

The tax reform bill passed by the Senate early Saturday morning, December 2, in a 51-49 vote contained a number of last-minute amendments which, among other things, continue to leave key equity compensation rules in flux....more

Disclosure Considerations and Tax Reform

by Bracewell LLP on

The impact of tax reform is on the minds of many. While there are currently many unknowns, municipal issuers and conduit borrowers (collectively, “obligated persons”) should consider whether changes in tax law could impact...more

Asset Management Regulatory Roundup - November 2017 - Issue 11

by Dechert LLP on

A compact summary of the most recent regulatory and tax developments relevant to the UK asset management industry. This issue includes details on ESMA’s updated Q&As on the key information document requirements for PRIIPs;...more

Orrick's Financial Industry Week In Review

CFTC’s Division of Market Oversight Extends Time-Limited No-Action Relief for SEFs from Certain Block Trade Requirements - On November 14, 2017, the U.S. Commodity Futures Trading Commission's Division ("CFTC") of Market...more

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