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
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
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
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
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
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 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
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
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
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
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 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
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
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