News & Analysis as of

Purchase Agreement Tax Liability

Gray Reed

That’s All Capital Gain Right? Income Taxes and Intellectual Property Monetization

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Intellectual property (“IP”) is typically monetized either by sale or (royalty generating) license agreements. The Code often allows sales to be taxed at preferential capital gains rates while simple royalties are ordinary...more

Venable LLP

Earnouts and Their Tax Treatment

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As buyers and sellers engage in negotiations for the sale of a business, often there may be disagreements as to the value and expected growth of that business. One party might currently value the business higher than the...more

Polsinelli

IRS Identifies Monetized Installment Sales as a Listed Transaction

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On August 4, 2023, the IRS published proposed regulations that, if finalized, would identify monetized installment sale transactions as a listed transaction. Sellers, intermediaries and other involved parties would be...more

Rivkin Radler LLP

Me, Myself, and I: Tax Liabilities and Dealing with One’s Own Business

Rivkin Radler LLP on

“It’s My Business”- The owner of a closely held business will often find it difficult to distinguish the business from their own person. That is certainly true for a sole proprietorship. In many cases, unfortunately, the...more

Hogan Lovells

Online HealthNow, Inc., et al: Anti-fraud provisions can be “too much dynamite” - Quarterly Corporate / M&A Decisions update...

Hogan Lovells on

The Delaware Court of Chancery in Online HealthNow, Inc., et al. v. CIP OCL Investments, LLC, et al., C.A. No. 2020-0654-JRS (Del. Ch. August 12, 2021) extended a recent line of cases declining to enforce seller-friendly...more

Morrison & Foerster LLP

MoFo Asia Buyouts Report: Update On Deal Terms – III. Escrow

Morrison & Foerster LLP on

We looked at 28 deals across Asia that were signed or closed pre-COVID in which the buyer or a group of affiliated buyers acquired all or a significant majority of the outstanding equity of the target, examined the common key...more

BakerHostetler

State Tax in Transactions: Post Closing Issues (Part IV)

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Don't rest on your laurels because the closing ink has dried! In this final episode of the series on state and local tax issues in M&A, Matt Hunsaker addresses some of the issues that arise after closing and how to prepare...more

BakerHostetler

State Tax in Transactions: Perspectives of M&A Lawyers (Part 1)

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Gone are the days when you could blow off state and local taxes in transactions! Erica Svboda and Ryan Gorsche - M&A lawyers in BakerHostetler's M&A Team join Matt Hunsaker in the virtual studio to provide background on how...more

Polsinelli

Taming Tabor in Tough Times: A Procedural Road Map for a Temporary Emergency Tax in Colorado

Polsinelli on

The Taxpayers Bill of Rights (TABOR) is enshrined in Colorado’s Constitution (Art. X, Sec. 20) as the Nation’s strictest tax and spending limitation.  TABOR is the proverbial “elephant in the room,” arousing strong passions...more

Hogan Lovells

A road map to Life Sciences M&A in Italy

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U.S.-based life sciences companies considering transactions in Europe may easily become overwhelmed with the complexity of Europe’s various jurisdictions. In this series, members of our European Life Sciences Transactions...more

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