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Vinson & Elkins LLP

IRS Releases Final Regulations Impacting FIRPTA Exemption for Domestically Controlled REITs

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On April 24, 2024, the Treasury Department (“Treasury”) and the Internal Revenue Service (IRS) released final regulations (“Final Regulations”) under Section 897 of the Internal Revenue Code of 1986, as amended, addressing...more

Venable LLP

Proxy Materials and Annual Meetings under Maryland Law - 2024

Venable LLP on

As we enter the 2024 proxy season, we are providing our annual memorandum to call your attention to certain matters of Maryland law, some new and some continuing, relating to proxy materials and annual meetings about which we...more

McCarter & English, LLP

Next Stop, Revalidation Station: CMS Final Rule for Nursing Home Transparency to Prompt Off-Cycle Revalidation, Revised Form...

Nursing facilities should prepare to provide the Centers for Medicare & Medicaid Services (CMS) with additional information about their ownership, their managing employees and the parties providing certain financial and...more

Troutman Pepper

New Disclosure Requirements for Public REITs' Share Repurchases

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On May 3, the Securities and Exchange Commission (SEC) adopted final amendments that call for certain quantitative and qualitative disclosure requirements with respect to repurchases of an issuer’s equity securities that are...more

Akin Gump Strauss Hauer & Feld LLP

IRS Takes View That FIRPTA Exemption for Publicly Traded Stock Must Be Tested at Partnership Level

Key Points Internal IRS correspondence in the form of a recent Chief Counsel Memorandum concludes that funds structured as partnerships (e.g., master funds in a standard master-feeder structure) must determine the...more

Holland & Knight LLP

2023 Mexican Tax Considerations for Mexican and Foreign Taxpayers

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Although no major tax reform was adopted in Mexico as part of the 2023 Economic Package, changes at an international level and some being brought at the regulatory level could have significant implications for different...more

Mayer Brown Free Writings + Perspectives

What’s the Deal? – Initial Public Offerings: An Introduction

Here’s the deal: - An initial public offering (“IPO”) refers to the initial offering by a company of a class of its equity securities, usually with a contemporaneous listing of that class of securities on a national...more

Royer Cooper Cohen Braunfeld LLC

Cannabis Real Estate Investment Trusts (REITs): A Multibillion-Dollar Industry and Growing

Investment in Cannabis REITs - Billions of dollars have been invested in cannabis Real Estate Investment Trusts (REIT) over the past few years and since late last summer, stocks have been climbing as more and more states...more

Vinson & Elkins LLP

[Webinar] PIPE Transactions in the REIT Space - September 17th, 11:00 am - 12:00 pm CT

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A Private Investment in Public Equity (“PIPE”) transaction can be an effective way for a public company to raise capital in a turbulent market environment. In this REIT Series presentation, V&E REIT professionals will provide...more

Latham & Watkins LLP

IRS Relaxes Stock Dividend Safe Harbor for Publicly Offered REITs and RICs in 2020

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Recent IRS guidance reduces the minimum aggregate amount of cash required for certain distributions of stock and cash to qualify for the dividends paid deduction. In order to enhance liquidity of publicly offered real...more

Morgan Lewis

COVID-19 Considerations for RICs and REITs and Temporary Relief on Certain Stock Distributions

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New guidance from the Internal Revenue Service will allows RICs and REITs to retain more capital by distributing less cash to shareholders in certain stock distributions—welcome relief during the current economic volatility...more

Dechert LLP

Reduced Cash Requirement in Part Stock and Part Cash Dividends: New IRS Guidance on RIC and REIT Distributions

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On May 4, 2020, the U.S. Internal Revenue Service issued Revenue Procedure 2020-19, temporarily allowing publicly offered regulated investment companies (RICs), including certain business development companies and certain...more

Proskauer - Tax Talks

New Guidance Allows Publicly-Offered REITs and RICs to Issue up to 90% of Qualifying Dividends in the REIT or RIC’s Own Stock...

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On May 4, 2020, the IRS issued Revenue Procedure 2020-19, which temporarily allows a publicly-offered REIT or RIC to pay as much as 90% of a distribution in its own stock (rather than cash or other property) and still have...more

Proskauer - Tax Talks

Covid-19: Tax Considerations for REITs

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This blog post summarizes some of the tax considerations for REITs that have arisen in light of COVID-19, the resulting economic downturn, the Coronavirus Aid, Relief, and Economic Securities (“CARES”) Act, and the Families...more

King & Spalding

REIT Advisor – March 2020

King & Spalding on

On March 2, 2020, the Securities and Exchange Commission (the “SEC”) released its final rule amending the financial disclosure requirements applicable to registered debt offerings that include credit enhancements, including...more

Troutman Pepper

Proposed Section 162(m) Regulations Affect REIT Compensation Arrangements

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Recently proposed IRS regulations reverse the reasoning of several past IRS private letter rulings regarding the application of the $1 million compensation cap of Section 162(m) to UPREIT structures in publicly traded REITs...more

King & Spalding

A Cautionary Tale on Non-GAAP Metrics

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Increasingly used by REITs, non-GAAP metrics can provide insights into a company’s operating results that official GAAP metrics cannot. Such measures can demonstrate a company’s ability to deliver sustainable growth in...more

Kramer Levin Naftalis & Frankel LLP

Requesting Confidential Treatment: SEC Issues Guidance Streamlining the Procedure for Filing Redacted Exhibits

On March 20, 2019, the Securities and Exchange Commission (SEC) adopted a series of amendments which seek to simplify the disclosure requirements for some U.S. public companies....more

Burr & Forman

IRS Issues Final Regulations On New Section 199a 20% Profit Deduction For Pass-Thru Businesses, And Also Adds Additional Proposed...

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On January 18, 2019, Treasury and the IRS issued final regulations for the new Section 199A 20% profit deduction for pass-thru businesses adopted under the 2017 Tax Cuts and Jobs Acts. The new regulations are eagerly...more

Bracewell LLP

Bracewell Tax Report - September 2018 #2

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The Bracewell Tax Report is a periodic publication focused on developments in federal income tax law, including the recently enacted Tax Cuts and Jobs Act, with emphasis on how such developments impact the energy, technology...more

Proskauer Rose LLP

Treasury and IRS Issue Proposed "Pass-Through Deduction" Regulations

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On August 8, 2018, the U.S. Department of the Treasury (the "Treasury") and the Internal Revenue Service (the "IRS") issued proposed regulations regarding the "pass-through deduction" for qualified trade or business income...more

King & Spalding

Focus on ESG: What it Means for REITs

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Over the past 18 months, shareholder focus on environmental, social and governance issues - known collectively as “ESG” - has increased significantly. Once the target area of specialty investors, ESG issues are now a higher...more

Orrick, Herrington & Sutcliffe LLP

The Impact on Taxation of PassThroughs if House Tax Cuts and Jobs Act Passes

On November 2, 2017, the House of Representatives (the "House") introduced the Tax Cuts and Jobs Act ("H.R.1"). This bill, if passed, would make fundamental changes in the taxation of businesses operated in pass-through form....more

King & Spalding

Preparing REITs for Shareholder Activists

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Hostile public company investors routinely garner headline coverage in media outlets like the New York Times and the Wall Street Journal by engaging in aggressive tactics with public companies – a strategy typically referred...more

Dechert LLP

Part Cash, Part Stock, 100% Taxable – New IRS Guidance on RIC and REIT Distributions

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The U.S. Internal Revenue Service (“IRS”), on August 11, 2017, issued Revenue Procedure 2017-45 (the “New Revenue Procedure”).1 Pursuant to the New Revenue Procedure, the IRS will treat part cash and part stock distributions...more

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