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Corporate Taxes Reorganizations Internal Revenue Service

Cadwalader, Wickersham & Taft LLP

Treasury Finalizes “Killer B” Regulations with Few Adjustments

On July 17, the U.S. Treasury and IRS released final regulations targeting various inbound cross-border transactions broadly referred to as “Killer B” transactions, marking the end (for now) of a long-running regulatory fight...more

Keating Muething & Klekamp PLL

Leto v. United States: How a Taxpayer’s Section 1202 Exclusion Could Have Been Saved

In Leto v. United States, the taxpayer reincorporated an S corporation business into a C corporation, then the taxpayer later sold the shares in the C corporation and tried to exclude the gain from such sale under section...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

Holland & Knight LLP

Treasury Department's First Repurchase Excise Tax Guidance Contains Rotten "Easter Eggs"

Holland & Knight LLP on

The U.S. Department of the Treasury and IRS intend to issue proposed regulations addressing application of a new excise tax on repurchases of corporate stock under Section 4501 of the Internal Revenue Code (Code). Section...more

Miller Nash LLP

Today in Tax: IRS Introduces Fast-Track Process for Obtaining Letter Rulings

Miller Nash LLP on

Corporate reorganizations and spin-off transactions are transactions where there is often a great deal of incentive to qualify for tax-free treatment. In many cases, the amount of tax at issue justifies obtaining a private...more

Miller Nash LLP

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

Miller Nash LLP on

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

Freeman Law

Mere Change?—“F” Reorganization Qualifies in Spite of Change in Plan

Freeman Law on

Former British Prime Minister Winston Churchill once said, “Plans are of little importance, but planning is essential.” Perhaps that quote is a tad strong to apply generally to corporate reorganizations under Section 368 of...more

Pillsbury Winthrop Shaw Pittman LLP

Five Things to Know about the Tax Cuts and Jobs Act

Even with the bill still in Conference, here are some things businesses should follow closely. Both House and Senate Bills call for deemed repatriation of accumulated foreign profits at reduced tax rates. ...more

Eversheds Sutherland (US) LLP

Getting Something for Nothing: IRS Withdraws Proposed “Net Value” Regulations

In June 2005, the Internal Revenue Service (IRS) issued a package of proposed regulations providing that certain corporate liquidations, formations and reorganizations would not qualify for nonrecognition treatment if the...more

Cadwalader, Wickersham & Taft LLP

Proposed Regulations Would Block Some Spinoffs

Proposed regulations issued on July 14, 2016 generally would prevent tax-free spinoffs involving companies with less than 5% active business assets and spinoffs where one company holds a substantial amount of nonbusiness...more

Alston & Bird

A Reverse Morris Trust Ruling

Alston & Bird on

LTR 201542004 at first seems to involve a standard spinoff for the purpose of pursuing a reverse Morris Trust combination of Controlled with a Merger Partner, with the “significant issue” for ruling being a proposed swap of...more

Alston & Bird

New Regulations on F Reorganizations

Alston & Bird on

In late September, the IRS issued final regulations describing six requirements for a transaction or series of transactions to qualify as a reorganization under Section 368(a)(1)(F) (an “F reorganization”). The IRS...more

Lowndes

Beware Transferee Liability

Lowndes on

One of the great features of corporations is that liability in the corporation generally does not extend to its shareholders, including tax liability. Like any rule, though, there is almost always an exception. In this...more

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