Recently, in Rawat v. Commissioner, the D.C. Circuit reversed the Tax Court decision and held that a foreign partner would not be subject to U.S. tax on selling an interest in a partnership with “hot assets” subject to §...more
This CLE/CPE course will provide tax counsel with comprehensive guidance on the 754 election for partnerships. The panel will discuss the basis adjustment rules associated with sales, transfers, and partnership interests or...more
A recent US Tax Court case upholds profits interest treatment for a taxpayer’s receipt of a partnership interest granted in exchange for services. The case highlights how properly structuring and documenting the grant of a...more
...The federal tax laws are certainly about to change. With the need to raise revenue as a top priority for the Biden Administration, everyone is expecting dramatic changes to the Internal Revenue Code. Tax legislation is...more
In Matter of Goldman Sachs Petershill Fund Offshore Holdings (Delaware) Corp., the New York City Tax Tribunal held that an upper-tier partnership’s passive corporate partner was subject to the New York City General...more
Since 2018, the buyers, sellers, and partnerships engaging in secondary and other transactions involving partnership interest transfers have been navigating complicated U.S. tax and related withholding obligations that apply...more
Presented below is our summary of significant Internal Revenue Service (IRS) guidance and relevant tax matters for the week of September 28, 2020 – October 2, 2020... October 7, 2020: The IRS published final regulations...more
Given the overall development of the secondaries market and the increasing volume and size of secondary funds, the U.S. tax and withholding regime that applies to a foreign partner transferring an interest in a partnership...more
On July 31, the IRS issued proposed regulations under Section 1061 of the Internal Revenue Code further clarifying the tax treatment of carried interest and other "applicable partnership interests" (APIs)....more
The Internal Revenue Service (IRS) and the US Treasury Department released proposed regulations (REG-107213-18) under Section 1061 on July 31 providing guidance to the holders of certain carried interests. These rules are of...more
The U.S. federal taxation of non-U.S. persons who transfer interests in partnerships has a long and storied history. The government staked out its position in 1991, effectively providing that a non-U.S. partner should be...more
Historically, we have advised clients that it is no less advantageous, from a federal income tax perspective, to acquire a partnership interest (including a membership interest in an LLC taxed as a partnership) than it would...more
Recently, the Internal Revenue Service (IRS) released Notice 2018-67 to provide interim guidance to exempt organizations in calculating unrelated business taxable income (UBI)....more
On April 2, 2018, the Internal Revenue Service (“IRS”) released Notice 2018-29 (the “Notice”), announcing the intention of the IRS and the Department of the Treasury to issue regulations regarding the withholding requirements...more
More than 25 years after the IRS announced its position that foreign partners were subject to tax on the gain from the sale of the partnership interests, the Tax Court decided in favor of taxpayers. ...more
In a recent decision, Grecian Magnesite Mining, Industrial & Shipping Co., SA v. Commissioner, the U.S. Tax Court declined to follow Revenue Ruling 91-32, and held that gain on the sale of an interest in an operating...more
In Grecian Magnesite Mining v. Commissioner (“Grecian Magnesite”) the Tax Court held that a non-U.S. partner's gain from the redemption of its partnership interest was neither U.S. source income nor income effectively...more
The practice of tax law is an exercise of statutory interpretation. A recent opinion of the U.S. Tax Court, Grecian Magnesite Mining, Indust. & Ship. Co. v. C.I.R., 149 T.C. No. 3 (July 13, 2017), is illustrative. Grecian...more
Options, warrants, convertible equity and convertible debt are all familiar tools of corporate finance. Taxing LLC Options covers the federal income taxation of non-compensatory options (NCOs) issued by partnerships and LLCs...more
In This Issue: - Two Combined Reporting Decisions Highlight Issues Involving “Permissive” Combined Reporting - New York State Corporate Tax Reform Legislation Enacted – What You Need to Know - Appellate Court...more