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Corporate Taxes Mergers Acquisitions

Lippes Mathias LLP

Tax Considerations for Mergers and Acquisitions: Qualified Small Business Stock and its Tax Benefits

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For an active business in the post-Tax Cuts and Jobs Act (TCJA) world of lower corporate tax rates, buyers and shareholders considering a future exit should always consider C corporations and the availability of potential...more

Conyers

Norway Bulletin 2024

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We are pleased to bring you the Conyers Norway Bulletin for 2024, in which we highlight developments affecting Bermuda incorporated companies in the Norwegian market over the past year. The Oslo Børs continues to serve as...more

McDermott Will & Emery

[Event] Tax Symposium 2024 - May 14th - 15th, Chicago, IL

Discover the latest global developments and planning opportunities to stay ahead of the curve at McDermott’s Tax Symposium 2024. Join us in Chicago for a full day of programming designed to equip corporate tax leaders with...more

Latham & Watkins LLP

Lexology In-Depth - Acquisition And Leveraged Finance

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It was a muted start to the year for the acquisition and leveraged finance market due to a challenging macroeconomic climate. Interest rate hikes at one of the fastest paces on record, surging inflation (particularly in...more

Ankura

Navigating the New Corporate Alternative Minimum Tax: Strategic Asset Allocation and Its Impact on M&A

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The new corporate alternative minimum tax (CAMT) creates incentives for large companies to allocate more value to amortizing intangible assets and less value to assets like goodwill that do not amortize for book purposes. ...more

Skadden, Arps, Slate, Meagher & Flom LLP

IRS Expands Scope of Private Letter Ruling Program for Spin-Offs and Other Corporate Transactions

On January 2, 2024, the Internal Revenue Service (IRS) released two revenue procedures updating the IRS guidelines for private letter ruling (PLR) requests, Revenue Procedure 2024-1 and Revenue Procedure 2024-3 (the 2024...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Clamps Down on Mootness Fees for Immaterial Supplemental Disclosures

On July 6, 2023, the Delaware Court of Chancery issued an important opinion that seeks to further limit the “merger tax” imposed on many companies in the context of significant M&A transactions. The court declared that future...more

Eversheds Sutherland (US) LLP

A dash of SALT on the deal: Key takeaways from TEI's 2023 M&A Seminar

State and local tax (SALT) issues may arise from mergers, acquisitions, or dispositions. Eversheds Sutherland Partner Todd Betor presented on Unique State Tax Issues at Tax Executives Institute’s 2023 Mergers & Acquisitions...more

Nutter McClennen & Fish LLP

M&A in Brief: Q4 2022

Headlines - - Tax Issues for F Reorganizations in M&A Transactions - Presidential Executive Order Places Heightened Importance on National Security Risks and Committee on Foreign Investments in the United States...more

Skadden, Arps, Slate, Meagher & Flom LLP

New Corporate Minimum Tax and Stock Repurchase Tax Will Take Effect in 2023, but Questions Remain

The corporate alternative minimum tax (CAMT) and the excise tax on stock repurchases, each enacted as part of the Inflation Reduction Act of 2022, will soon become effective — for the CAMT, for taxable years beginning after...more

Latham & Watkins LLP

Analysis: Impact of Inflation Reduction Act’s Stock Buyback Excise Tax and Corporate Minimum Tax

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Beginning in 2023, an excise tax of 1% will apply to public company stock buybacks and a 15% corporate minimum tax generally will apply to corporations with book income exceeding $1 billion. Key Points: ..Public...more

Miller Nash LLP

Today in Tax: Tax Proposal Could Shake Up M&A For Corporations With Preferred Stock

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Brief commentary on the recent developments, cases, rulings, notices, and related federal tax guidance. Biden Administration Budget Proposal May Limit Tax-Free Reorganizations for Corporations with Preferred Stock...more

Barnea Jaffa Lande & Co.

A Share Deal or An Asset Deal in Israeli Mergers & Acquisitions?

You have identified an Israeli target company to purchase. Now the question is – how to structure the acquisition? There are two traditional routes in Israeli private M&A transactions. The first is to purchase the shares of...more

Miller Nash LLP

Today in Tax: Spin-off Structures in Mergers & Acquisitions

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Brief commentary on the past week’s cases, rulings, notices, and related federal tax guidance. Corporations Permitted to Rely on Public Shareholder Data to Confirm Qualification for Tax-Free Spin-off and Subsequent Merger...more

Kramer Levin Naftalis & Frankel LLP

Proposed Tax Law Amendments and Tax Increases May Impact Private Equity and M&A Deals

The House Ways and Means Committee recently released legislative proposals as part of the “Build Back Better” reconciliation legislation that the committee is currently developing (the Proposed Legislation). The Proposed...more

Hogan Lovells

In re Appraisal of Regal: deal-price-less-synergies valuation method is “first among equals”

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The court’s decision in In re Appraisal of Regal Entertainment Group (C.A. No. 2018-0266-JTL (Del. Ch. May 13, 2021)) is the most recent in a line of cases confirming that the deal-price-less-synergies valuation method is the...more

White & Case LLP

Spain to tax acquisitions of shares of major Spanish listed companies

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The Spanish Official Gazette published last October 16th legislation enacting a new indirect Tax on Financial Transactions levied, at 0.2%, on the acquisition of shares of major Spanish listed companies irrespective of the...more

A&O Shearman

IRS and Treasury Issue Final Regulations Regarding Use of Consolidated Net Operating Losses

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On October 13, 2020, the U.S. Department of Treasury (“Treasury”) and the Internal Revenue Service (the IRS) released final regulations (T.D. 9927) (the “Regulations”) under sections 1502 and 1503 of the Internal Revenue Code...more

Cooley LLP

Alert: SPAC Transactions – Considerations for Target-Company CFOs

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Although special-purpose acquisition companies (SPACs) have been used for decades as alternative investment vehicles, they have recently come into vogue as seasoned investors and management teams have turned to SPACs to...more

Eversheds Sutherland (US) LLP

Whose Loss Is it Anyway? Losses in M&A after the CARES Act

Net operating losses (NOLs) of a corporation are often one of its most significant tax attributes and may be a meaningful economic driver in a disposition of the corporation or its assets. The Tax Cuts and Jobs Act (the TCJA)...more

Latham & Watkins LLP

Tax Considerations for Financing and Refinancing Transactions in Turbulent Times

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Volatile trading markets and economic instability may prompt taxpayers to modify, purchase, or repurchase debt; participants should consider the tax consequences. Key Points: ..Issuers may incur immediate income in the...more

Eversheds Sutherland (US) LLP

Surprise! Section 901(m) final regulations

Surprisingly, in the midst of the COVID-19 emergency, final regulations under Section 901(m) were published. While important for M&A transactions, Section 901(m) had largely been treated as an afterthought in light of the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Coronavirus/COVID-19 Update #2

The question is no longer whether the volatility created by the COVID-19 pandemic will deepen the difficulties businesses and other institutions face in the coming months, but by how much and in what ways. In the past few...more

Holland & Knight LLP

Proposed 162(m) Regulations Add Another Layer of Executive Compensation Issues in M&A

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The Tax Cuts and Jobs Act of 2017 (TCJA) upended public company compensation structures nationwide. Prior to the TCJA, Section 162(m) of the Internal Revenue Code of 1986, as amended, generally provided for a $1 million...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more

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