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Shareholders Distribution Rules

Hendershot Cowart P.C.

The Basics Of Shareholder Agreements

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You've set your business up with the Secretary of State. Now it's time to look inward and say, what do we need to properly run this business? Having governance documents in place, such as a shareholder agreement, is...more

Epstein Becker & Green

What to Do When Your Distribution Checks Stop Arriving

Epstein Becker & Green on

For months, if not years, you received distribution checks from the business in which you own an interest. The funds came without question and like clockwork. You relied on them. Then suddenly, they stopped coming. Is this...more

Mitratech Holdings, Inc

Understanding the 7 stages of the policy lifecycle (and how it relates to your technology)

Mitratech Holdings, Inc on

The best way to think about your policy management technology? Through the lens of the policy lifecycle. Today, companies must not only comply with the state laws where they are headquartered, but must also extend that...more

Rivkin Radler LLP

Pre-Consolidation Conversions in the Accounting World – Tax Considerations

Rivkin Radler LLP on

Another Change- Last week BDO confirmed that it was going to convert from an entity organized as a limited liability partnership under state law to one organized as a corporation. With that, BDO became the latest in a...more

Rivkin Radler LLP

Dividing the Multi-Family Corporation

Rivkin Radler LLP on

Sibling Rivalry- You have probably encountered family-owned corporations in which the founder’s offspring are involved in the business to varying degrees. They may even own some equity, typically having received such equity...more

International Lawyers Network

Establishing a Business Entity in France (Updated)

1. Types of Business Entities - • Description of the types of entities available in each jurisdiction through which to conduct business - Business may be conducted in France either through a French branch of a foreign...more

International Lawyers Network

Establishing A Business Entity In Denmark (Updated)

1 TYPES OF BUSINESS ENTITIES - There are several forms of business entities in Denmark and there are a wide range of possibilities for establishing a business entity in Denmark. The most suitable entity depends on a...more

Allen Matkins

Recovering Improper Distributions From Shareholders When Winding Up The Corporation

Allen Matkins on

Yesterday's  post observed that Chapter 5 of the California General Corporation Law does not apply to proceedings for winding up and dissolution of a California corporation under either Chapter 18 (involuntary dissolutions)...more

Allen Matkins

Dissolution And Limitations On Distributions To Shareholders

Allen Matkins on

Chapter 5 of the California General Corporation Law imposes specific limitations on distributions to shareholders, as defined in Section 166.  When a corporation is wound up and dissolved, whether the dissolution is...more

International Lawyers Network

Establishing a Business Entity in France (Updated)

1. Types of Business Entities - • Description of the types of entities available in each jurisdiction through which to conduct business - Business may be conducted in France either through a French branch of a foreign...more

International Lawyers Network

Establishing A Business Entity In Denmark (Updated)

1 TYPES OF BUSINESS ENTITIES - There are several forms of business entities in Denmark and there are a wide range of possibilities for establishing a business entity in Denmark. The most suitable entity depends on a...more

Farrell Fritz, P.C.

Business Divorce Nation: A Cross-Country Tour of Recent Decisions of Interest

Farrell Fritz, P.C. on

There’s tremendous diversity from state-to-state when it comes to statutory and judge-made law in business divorce cases. The basic fact patterns one sees in cases from across the country, however, don’t vary nearly as much....more

Holland & Knight LLP

Tax Court Upholds Application of Subpart F Manufacturing Branch Rule

Holland & Knight LLP on

A U.S. shareholder of a foreign corporation generally is not subject to U.S. federal income tax on the income of the foreign corporation until the shareholder receives an actual distribution from the corporation. However,...more

International Lawyers Network

Establishing A Business Entity In Denmark (Updated)

1. TYPES OF BUSINESS ENTITIES - There are several forms of business entities in Denmark and there are a wide range of possibilities for establishing a business entity in Denmark. The most suitable entity depends on a...more

Farrell Fritz, P.C.

Tax-Free Spin-Off? That May Depend . . . On Post-Spin-Off Events

Farrell Fritz, P.C. on

The Break-Up- After a tense period of disagreement and stalemate, the threaten of litigation, the ensuing economic and emotional stress, Client and their former fellow-shareholder (“Departing”) – and onetime friend, before...more

Alston & Bird

Split-offs and Device

Alston & Bird on

Our Federal Tax Group considers ways to pass the inscrutable device prohibition in the Section 355 rules. - An “out” from device - How about a Morris Trust transaction? - Where does the cash come in?...more

Farrell Fritz, P.C.

Corporate Distribution: Return Of Capital Or Capital Gain?

Farrell Fritz, P.C. on

Ode to a Dividend- It sounds relatively simple:- A distribution of property made by a regular “C” corporation to an individual shareholder with respect to the corporation’s stock (a) will be treated as a dividend to the...more

Dickinson Wright

Using Tax-Free Section 355 Split-Off In Corporate Division

Dickinson Wright on

Sometimes, it becomes necessary for a corporation to be divided, in which a shareholder or a group of shareholders would separate from the corporation and take with them a business division, unit or location. Parties...more

Proskauer - Tax Talks

IRS Resumes Issuing Transactional Spin-Off Rulings

Proskauer - Tax Talks on

On September 21, 2017, the Internal Revenue Service (the “IRS”) issued Revenue Procedure 2017-52 (the “Rev. Proc.”), introducing an 18-month “pilot program” in respect of corporate “spin-off,” “split-up” and “split-off”...more

Latham & Watkins LLP

Collocamento diretto di azioni: La piattaforma di Borsa Italiana del mercato secondario a servizio del primario

Latham & Watkins LLP on

Dal 3 luglio 2017 è possibile utilizzare la piattaforma del mercato secondario oltre che per le obbligazioni anche per l’offerta di azioni. Nuove opportunità per le offerte retail con nuovi ruoli (e responsabilità) per lo...more

Kramer Levin Naftalis & Frankel LLP

Funds Talk: June 2017 - The IRS Resumes Issuing Private Letter Rulings on ‘Leveraged’ and ‘North-South’ Spinoffs

The IRS announced in May that it will resume issuing private letter rulings (PLRs) on two types of spinoff transactions — leveraged spinoffs and north-south spinoffs — that had been on its “no-rule” list since 2013. In a...more

Dorsey & Whitney LLP

Tax Consequences to U.S. Shareholders of Holding Shares in a Passive Foreign Investment Company or PFIC

Dorsey & Whitney LLP on

If a non-U.S. corporation (the “Company”) is a “passive foreign investment company” or “PFIC” for any tax year during which a U.S. shareholder owns shares in the Company, certain adverse U.S. federal income tax consequences...more

Troutman Pepper

When a 'Business Expansion' Can Satisfy the Active Trade or Business Requirement in Section 355 Distributions - Volume 2016, Issue...

Troutman Pepper on

The active trade or business rules are detailed and highly fact specific, and the IRS continues to refine its view on the qualification requirements. In order to separate two businesses housed in one corporation or in a...more

Morrison & Foerster LLP

New IRS Guidance Limits Tax-Free Spin-Off Rulings – Implications for REIT Spin-Offs

On September 14, 2015, the Internal Revenue Service (“IRS”) issued Notice 2015-59 (the “Notice”) and Revenue Procedure 2015-43 (the “Rev Proc”; together with the Notice, the “Spin-Off Guidance”). Under the Spin-Off Guidance,...more

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