News & Analysis as of

Internal Revenue Service Mergers

The United States Internal Revenue Service is a bureau of the United States Department of the Treasury. The IRS is charged with collecting revenue and enforcing the Internal Revenue Code.  
Clark Hill PLC

When does a converted entity or a merged entity need a new Employer Identification Number from the IRS?

Clark Hill PLC on

What is an EIN? An EIN is a federal tax ID number for an entity, estate, trust, or other organization. For example, the following are generally required to obtain an EIN: partnerships, limited liability companies (“LLC”),...more

Venable LLP

Type F Reorganizations: General Overview and the Problem of Dissenting Shareholders

Venable LLP on

Choosing the type of entity to form and where to form it are two of the most common early legal decisions that founders make when they start their own businesses. Founders typically register their companies in the state where...more

DarrowEverett LLP

Unlocking Tax-Free Gains: The Power of QSBS in Mergers & Acquisitions

DarrowEverett LLP on

Internal Revenue Code (IRC) Section 1202 offers a significant tax incentive for investors in qualified small business stock (QSBS). This provision allows eligible shareholders to exclude up to 100% of capital gains realized...more

Husch Blackwell LLP

IRS Cutbacks May Impact Healthcare M&A Transactions

Husch Blackwell LLP on

Kevin’s practice involves guiding clients through the complexities of federal, state, local and international taxation. Kevin routinely advises business entities, tax-exempt organizations and high net worth individuals on a...more

ArentFox Schiff

What Private Companies and Family Offices Need to Consider in 2025

ArentFox Schiff on

Across all industries, private companies, family offices, and their owners and management teams face rapidly evolving challenges, opportunities, and risks in the dynamic environment that is 2025. Here are 11 issues that...more

Jackson Walker

New Statute of Limitation Will Help Limit ACA Liabilities in M&A Deals, But Buyers Should Remain Diligent

Jackson Walker on

To the satisfaction of companies routinely engaged in mergers and acquisitions, U.S. Congress recently amended the tax code through the Employer Reporting Improvement Act to add a six-year statute of limitations on the...more

Troutman Pepper Locke

The Demystification of Employee Retention Credits for Private Equity Deals — PE Pathways Podcast

Troutman Pepper Locke on

In this episode of PE Pathways, Thao Le, Jeremy Levy, and Tom Gray discuss the intricacies and implications of employee retention tax credits (ERCs) for private equity and M&A transactions. While ERCs were created in response...more

Morrison & Foerster LLP

M&A in 2024 and Trends for 2025

Global M&A in 2024 faced geopolitical issues, elevated interest rates, and inflationary pressures, with expanding antitrust, foreign investment, national security, and export regimes adding complexity. But inflation receded...more

McDermott Will & Emery

IRS Roundup for November 25 – December 13, 2024

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Check out our summary of significant Internal Revenue Service (IRS) guidance and relevant tax matters for November 25, 2024 – December 13, 2024....more

Orrick, Herrington & Sutcliffe LLP

What's the Best Transaction Structure for My Sale?

Sit down with Eric Wall and Mark Seneca for insights on: Tax advantages and disadvantages for stock vs. asset sales The most common deal structure for VC-backed company sales and why Structuring a “tax-free” transaction...more

Cadwalader, Wickersham & Taft LLP

Treasury and IRS Release Proposed Corporate Alternative Minimum Tax Regulations

On September 13, 2024, in the Federal Register, the Treasury and IRS published proposed regulations implementing the corporate alternative minimum tax (“CAMT”).  Its 182 pages (including 62 pages of preamble) describe a...more

Mintz - Tax Viewpoints

F-Reorgs: How Buyers’ and Sellers’ Favorite ‘F Word’ Optimizes M&A and Private Equity Transactions Involving S Corporations

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In M&A and private equity transactions, buyers and sellers are consistently looking for ways to maximize value, which requires a critical focus on structuring the transaction in a tax-efficient manner. This pursuit of tax...more

Mitratech Holdings, Inc

What Triggers an I-9 Audit?

The word “audit” can strike fear in the hearts of HR professionals across the country. With increasing fines, an I-9 audit can turn a small mistake into a big cost....more

Lippes Mathias LLP

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

Lippes Mathias LLP on

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

Mintz - Securities & Capital Markets...

Proposed Treasury Regulations Provide Guidance on Stock Buyback Excise Tax for Redemptions and M&A Transactions

On April 12, 2024, the Treasury Department and Internal Revenue Service (IRS) issued proposed Treasury Regulations (REG-115710-22) providing comprehensive guidance for applying the one-percent excise tax owed on corporate...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

Alston & Bird

IRS Signals Increased Scrutiny of Deductibility of Success-Based Fees in M&A Transactions

Alston & Bird on

Our Tax Group sheds light on recent IRS rulings that disallow deductions involving success-based fees in M&A transactions. Contrary to common practice, the IRS recently ruled target companies could not deduct success-based...more

Skadden, Arps, Slate, Meagher & Flom LLP

Newly Proposed Regulations on Stock Buyback Excise Tax Largely Adopt Approach From Initial IRS Guidance

On April 12, 2024, the Treasury Department (Treasury) and Internal Revenue Service (IRS) issued proposed regulations (89 FR 25980 and 89 FR 25829) on the excise tax on stock buybacks enacted as part of the Inflation Reduction...more

Ogletree, Deakins, Nash, Smoak & Stewart,...

DOJ Official Cites Old West ‘WANTED’ Posters in Announcement of New Whistleblower Monetary Awards Program

On March 7, 2024, Deputy Attorney General Lisa Monaco said that the U.S. Department of Justice (DOJ) will test out a program to pay whistleblowers if they provide information on serious financial crimes and foreign and...more

Katten Muchin Rosenman LLP

ESG Guidepost | Issue 11

Katten ESG Guidepost is a monthly publication highlighting the latest news, legal and regulatory developments involving environmental, social and governance matters....more

ArentFox Schiff

What Private Companies Need To Consider in 2024: Top 10 Legal Issues

ArentFox Schiff on

Private companies and their owners face ever-evolving challenges as the market sees new regulations, new deal trends, and new risks in 2024. Below are 10 issues that the owners and leaders of privately held companies should...more

Mintz - Venture Capital & Emerging Companies...

Section 409A Valuations: Mastering the Art and Science in a Volatile Venture Market

Within the unpredictable landscape of start-ups and private companies, market volatility can significantly alter a company’s financial trajectory. An integral part of navigating this volatility is understanding the role and...more

Proskauer - Employee Benefits & Executive...

Notice 2024-02: IRS Offers Guidance on (Some) SECURE 2.0 Questions

Approximately one year after Congress enacted the SECURE 2.0 Act of 2022 (“SECURE 2.0”), the IRS issued Notice 2024-02, which addresses SECURE 2.0 implementation issues and extends the plan amendment deadline. Although...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

Skadden, Arps, Slate, Meagher & Flom LLP

2024 Insights: Other Regulatory Developments

AI in 2024: Monitoring New Regulation and Staying in Compliance With Existing Laws Companies that develop or employ AI tools have to consider proposed AI-specific regulation as well as an array of existing IP, privacy,...more

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