Arm's Length Principle Vs. Implicit Support: What's the Way Forward?
In Private Letter Ruling 202352011 (December 30, 2023), the taxpayer asked the IRS to determine the amount that it will realize in a property transaction. The taxpayer will receive the property in an arm’s length exchange...more
In a decision likely to have a knock-on effect for future fraudulent transfer defense and valuation litigation, the Delaware bankruptcy court recently ruled that the price agreed in the sale of an oil and gas company closed...more
When applying the UK’s transfer pricing rules to compare an intra-group loan to the hypothetical arm’s length transaction that an independent third-party lender would have agreed to, there is no scope to read in covenants...more
In episode two of "GILTI Conscience," tax partners Nate Carden and David Farhat talk with economist Bram Isgur of Keystone Strategy about the transfer pricing implications for intercompany loans and guarantees. "The stakes...more
On 21 October 2020, the Full Federal Court of Australia (Logan, Colvin and Thawley JJ) handed down its appeal decision in the case of Victoria Power Networks Pty Ltd v Commissioner of Taxation [2020] FCAFC 169. This case was...more
Transaction Structure - Once the company selects a potential outsourced manufacturing partner, it should design a transaction structure that reinforces its commercial expectations and the manufacturer’s contractual...more
In Mowrey v. Eagle Rutland, LLC, et al., Vt. Super. Ct., Docket No. 284-5-18 Rdcv (Aug. 5, 2020), the court held that a non-possessory, arms-length commercial landlord that leased the premises to a supermarket could not be...more
In the first trial of its kind in North Carolina, the North Carolina Business Court has determined the fair value of dissenters’ shares in a large, publicly-traded company under the North Carolina Appraisal Rights statute,...more
Two recent US antitrust class action settlements drew additional scrutiny from federal judges, showing that the allocation of settlement funds between a proposed class and their attorneys will be carefully reviewed for...more
UK Case Law Developments - Reliance on HMRC's manual statement can, but didn't, give rise to legitimate expectation - In the recent judicial review case of Roao Aozora GMAC Investment Ltd v HMRC, the Court of Appeal...more
On September 24, 2019, the EU General Court (General Court) issued its long-awaited judgments in relation to the appeals brought against two European Commission (EC) decisions of 2015 concluding that tax rulings granted by...more
In a decision as notable for its criticisms of the trial court judge as its contributions to Delaware appraisal jurisprudence, the Delaware Supreme Court in Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. reversed...more
In a decision with potentially far-reaching implications for private equity sponsors and other controlling stockholders, the Delaware Court of Chancery expanded the potential for liability for foreign-based controllers by...more
In the second half of 2018, the Delaware courts once again produced decisions that will guide M&A transactions in the future. Three cases affecting US M&A stood out in 2018....more
Following an eight-day bench trial, Judge Freda L. Wolfson of the U.S. District Court for the District of New Jersey ruled in favor of certain subsidiaries of BlackRock, Inc. on $1.55 billion in claims brought under Section...more
On January 31, the Department of Health and Human Services (HHS) and HHS Office of Inspector General (OIG) issued for public display a proposed regulation that would subject certain pharmaceutical manufacturer rebates paid to...more
July 24, 2018, marked a significant, although potentially short-lived, victory for the Internal Revenue Service (IRS), as a panel of the US Court of Appeals for the Ninth Circuit reversed by 2 votes to 1, the full US Tax...more
On July 24, 2018, the US Court of Appeals for the Ninth Circuit in Altera Corporation v. Commissioner overturned a unanimous decision by the Tax Court invalidating Treas. Reg. § 1.482-7A(d)(2), which provides that a...more
On January 31, 2018, the Appellate Division, Second Department affirmed, in a 3-1 decision, the Kings County Supreme Court Commercial Division’s decision, denying 159 MP Corp. and 240 Bedford Ave Realty Holding Corp.’s...more
The EC concludes that Luxembourg provided illegal tax benefits to Amazon of €250 million and refers Ireland to the European Court for failure to recover illegal tax benefits from Apple of €13 billion - On 4 October 2017,...more
In Jacked Up, LLC v. Sara Lee Corp., Jacked Up entered into a licensing agreement whereby Sara Lee would produce and sell energy drinks developed by Jacked Up. No. 15-11019, 2017 U.S. App. LEXIS 7311 (5th Cir. April 25,...more
In recent years, the Australian Taxation Office (ATO) has focused much energy in the transfer pricing arena, firstly due to the issue becoming part of the OECD's ongoing investigation into international tax practices and...more
During IP license negotiations, prudent negotiators will often avoid sharing privileged information about the IP to avoid waiving the attorney-client privilege. But in a recent District of Massachusetts case, the court upheld...more
In the first trial of a recent wave of cases under Section 36(b) of the Investment Company Act, Judge Peter G. Sheridan of the U.S. District Court for the District of New Jersey ruled in favor of the defendant-adviser,...more
In Fornesa v. HSBC Bank USA, N.A., plaintiff sought a damage award against a defendant mortgagor for compensatory and punitive damages, based on alleged predatory lending practices. 2016 Bankr. LEXIS 2011 (S.D. Tex. May 13,...more