News & Analysis as of

Disguised Sales

Cozen O'Connor

Forming a Partnership/LLC: A Checklist for Avoiding Pitfalls

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Forming a partnership1 without triggering income appears straightforward and simple. In many cases, it is. In other cases, though, forming a partnership can cause one or more partners to unintentionally recognize income. This...more

Rivkin Radler LLP

Partnership Transactions Lacking Economic Substance or Business Purpose: Investor Beware

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Assume that X and Y agree to the following: X will transfer ownership of Prop to Y, and Y will transfer cash to X. What just happened? Obviously, X has sold Prop to Y. If the amount of cash that X receives is greater than...more

Rivkin Radler LLP

Reasonable Compensation Meets The Principal Shareholder of a C Corp

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Double Tax- The shareholders of C corporations have long sought legitimate operational and transactional structures by which they may reduce the double tax hit that is realized when such a corporation distributes its...more

Skadden, Arps, Slate, Meagher & Flom LLP

New Proposed Regulations Remove Obstacles to Partnership Formation, Debt Capitalization Transactions

On June 18, 2018, the Internal Revenue Service (IRS) and the Treasury Department (Treasury) released proposed regulations that largely reinstate pre-2017 law regarding the allocation of liabilities under the partnership...more

Kramer Levin Naftalis & Frankel LLP

Debt Dialogue: May 2017 - The 2016 IRS Regulations Regarding Partnership Liabilities and Disguised Sale Rules

The Internal Revenue Service (IRS) issued regulations last October (the 2016 Regulations) that significantly alter the landscape of allocations of partnership liabilities and the disguised sale rules. The 2016 Regulations...more

Neal, Gerber & Eisenberg LLP

Energy Transfer, Williams, and the Circular Ownership of Stock

It is unheard of for a deal to die at the closing table because lawyers cannot deliver a required opinion regarding a transaction that they structured and negotiated. Yet, this is exactly what happened last year when two...more

Seyfarth Shaw LLP

One Step Back, One Step Forward: New Debt-Equity Regulations Narrow Their Focus on Earnings Stripping

Seyfarth Shaw LLP on

Seyfarth Synopsis: On October 13, 2016 the IRS and Treasury Department published over 500 pages of final and temporary regulations under Code Section 385 (the “Final Regulations”). Drafted to curtail tax benefits accrued by...more

Latham & Watkins LLP

IRS Tightens Rules on Disguised Sales and Allocating Partnership Liabilities

Latham & Watkins LLP on

New final, temporary and proposed regulations address leveraged transactions, “bottom-dollar” guarantees and other issues, but postpone action on some key questions. On October 4, 2016, the Internal Revenue Service (IRS)...more

Dechert LLP

New Treasury Regulations Curtail Planning Opportunities for Partnership Structures

Dechert LLP on

The U.S. Treasury Department and the Internal Revenue Service issued final and temporary regulations (the “2016 Regulations”) on October 5, 2016 addressing the partnership disguised sale and debt allocation rules. The 2016...more

Morrison & Foerster LLP

Recently Issued Final, Temporary and Proposed Treasury Regulations Regarding the Allocation of Partnership Liabilities and...

Morrison & Foerster LLP on

On October 5, 2016, the Internal Revenue Service (“IRS”) and Treasury Department published final regulations (the "Final Regulations"), temporary regulations (the "Temporary Regulations") and new proposed regulations (the...more

Goodwin

Treasury Targets Tax Deferral in Leveraged Partnership Structures with New Regulations

Goodwin on

The Treasury issued new final, temporary and proposed regulations that take aim at, and significantly reduce the effectiveness of, leveraged partnership structures intended to achieve tax deferral to the contributing partner....more

Seyfarth Shaw LLP

There is life after death...of the Bottom-Dollar Guarantee

Seyfarth Shaw LLP on

Seyfarth Synopsis: On October 5, 2016, the Treasury Department published several pieces of guidance relating to disguised sales, allocation of liabilities, and other partnership tax issues, including “bottom-dollar”...more

Akin Gump Strauss Hauer & Feld LLP

New Partnership Liability and Disguised Sale Regulations

Key Points - - Final, temporary and proposed regulations issued on October 5, 2016, address complex rules dealing with partnership disguised sales and debt allocation rules under Sections 707 and 752 of the Internal...more

Skadden, Arps, Slate, Meagher & Flom LLP

New Regulations Dramatically Alter Partnership 'Disguised Sales' and Allocation of Partnership Liabilities

On October 4, 2016, the Internal Revenue Service and the Treasury Department issued a sweeping package of proposed, temporary and final regulations under the Internal Revenue Code that, among other things, significantly...more

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