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
The two most common forms of legal entities incorporated in Brazil are the limited liability company (“Limitada”) and the corporation (“S.A.”). These are considered the most attractive types of companies given that they are...more
In Austin v. Mitchell, a wife filed suit alleging her ex-husband fraudulently transferred a portion of his limited partnership interest in a family limited partnership to a trust for the benefit of his children. No....more
The US Department of the Treasury and Internal Revenue Service (IRS) recently issued final regulations under section 1446(f), a provision enacted as part of the Tax Cuts and Jobs Act of 2017 (TCJA) that generally imposes a...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
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
Proposed regulations have recently been issued by the U.S. Internal Revenue Services (IRS) under a withholding provision of U.S. tax law enacted in 2017 that imposes withholding tax on a non-U.S. person’s sale (or other...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
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
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
Private equity and venture capital funds often invest in portfolio companies that are formed as partnerships or limited liability companies. But these investments create certain problems for foreign limited partners (LPs) in...more
A recent U.S. Tax Court case, Grecian Magnesite (149 T.C. No. 3, July 13, 2017), has declared invalid the long-standing U.S. government position that a non-U.S. person’s sale of an interest in a partnership (in this case, a...more