Episode 116 -- Alstom Executive Convicted of FCPA and Money Laundering Offenses
Potential for Vicarious Liability Under the Graves Amendment
FCPA Compliance and Ethics Report-Episode 122-with Matt Kelly on Alstom, Avon and Petrobras
FCPA Compliance and Ethics Report-Episode 118-the Alstom FCPA Enforcement Action
FCPA Compliance and Ethics Report-Episode 117-the Avon FCPA Enforcement Action
Cross-Border Update on Investing and Doing Business in the United States
The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Carve-Out Transaction
The Internal Revenue Service’s new private letter ruling (PLR) concerned a domestication of a Foreign Parent corporation under U.S. ownership—with a few notable twists. First, the PLR applied a substance-over-form analysis to...more
Following the release of initial guidance in the form Notice 2023-2, the U.S. Department of the Treasury (Treasury) and IRS issued proposed regulations (the Proposed Regulations) under the Section 4501 stock repurchase excise...more
Let’s say you work in Customs Compliance at Shark Company. You learn that your company is purchasing Shrimp Company. Do you have any concerns? Will there be work to do? Yes, and yes! Buying Another Company- When one...more
In our blog post dated August 22, 2022, we discussed the one percent (1%) excise tax on certain stock repurchase transactions by certain publicly traded corporations enacted as part of the Inflation Reduction Act of 2022 (the...more
On November 18, 2022, the Internal Revenue Service (IRS) published private letter ruling 202246008 (the PLR), which concluded that a transaction qualifies as a tax-free spin-off under Section 3552 despite the fact that the...more
The Tax Court issued its second opinion in Medtronic following a remand by the US Court of Appeals for the Eighth Circuit (Medtronic, Inc. v. Comm’r, 900 F.3d 610 (8th Cir. 2018)) of its earlier decision. In that...more
Takeaways - Tax law changes in the Build Back Better Act (BBBA) would limit the amount of value a company could extract in a spin-off by using a debt-for-debt exchange. Companies may be able to achieve most of the...more
Many Canadian companies and individuals own U.S. real property interests through a U.S. corporation. The Foreign Investment in Real Property Tax Act (“FIRPTA”) regime imposes a withholding tax (currently at a rate as high as...more
On December 17, 2021, the IRS released Private Letter Ruling 202150003 where it concluded that a Taxpayer would not violate the normalization rules if it ratably amortized its Protected EDIT (defined below) pursuant to an...more
Under the American Rescue Plan Act of 2021 ("ARPA"), a 100% COBRA subsidy is available to qualified beneficiaries who lose coverage due to an involuntary termination of employment or reduction in hours. The subsidy is...more
IRS solicits public comments on proposed changes to group exemption letter program; will temporarily stop accepting requests for group exemption letters on June 17, 2020 - Notice 2020-36 contains a proposed revenue...more
In a January 31, 2020 private letter ruling (PLR 202005020), the IRS ruled that where a Parent 501(c)(3) non-profit organization was providing administrative services to a for-profit Subsidiary, the Subsidiary’s creation and...more
A recent Technical Advice Memorandum (TAM) issued by the Internal Revenue Service (IRS) National Office concludes that a target company required under Internal Revenue Code Section 263(a) regulations to capitalize costs that...more
Seyfarth Synopsis: On December 19, 2019, the U.S. Treasury issued final Qualified Opportunity Zone regulations (the “Final QOZ Regulations”). Subject to the commentary in the Preamble to the Final QOZ Regulations on circular...more
A financial advisor called me and asked me if there was a problem that an insurance policy paid by a 401(k) plan had the policy in the name of the participant. Considering it was a plan asset, I thought so. If the participant...more
With the 9th Circuit Court of Appeal’s recent decision in Amazon.com Inc. et al v Commissioner of Internal Revenue, upholding a U.S. Tax Court ruling rejecting a broader definition of intangible assets in the context of...more
Keep On Reading- Over the last few months, we’ve been working on a number of transactions that involve the division of a closely held corporation or partnership. In each instance, the impetus for the division has been...more
On May 22, 2019 the Treasury Department and the Internal Revenue Service released regulations (the “Final Regulations”) finalizing and making certain technical changes to proposed regulations (the “Proposed Regulations”,...more
In our recent article on spin-offs (click here), we discussed an announcement made by the Internal Revenue Service (IRS) signaling a change in the application of the active trade or business (ATB) requirement under Section...more
As of January 1, 2019, the IRS stopped mailing lists of parent and subsidiary accounts to central organizations (group ruling holders) for verification and return. Central organizations with accounting periods ending June 30,...more
The “five-year active trade or business” or “ATB” requirement of section 355 is notorious for defeating many otherwise promising tax-free spin-off transactions. Consider the following common scenarios... Originally...more
Sibling Rivalry- Many of us encounter family-owned corporations in which the founder’s children are engaged in the business to varying degrees. They may even own shares in the corporation, typically having received them as...more
• The Internal Revenue Service has issued a proposed regulation that in many cases should eliminate the detrimental U.S. tax consequences to a U.S. corporation under Section 956 of the Internal Revenue Code when the...more
But Holding Period and Other Requirements Add Complexity - On October 31, 2018, the US Treasury and Internal Revenue Service issued proposed regulations (the Proposed Regulations) that would eliminate, in most...more
On October 31, the Internal Revenue Service (IRS) released proposed regulations (the "Proposed Regulations") under Section 956 that could substantially increase the collateral packages made available by US corporate borrowers...more