The Tax Court recently held in a memorandum opinion, ES NPA Holding, LLC v. Commissioner, that partnership interests in an upper-tier partnership issued to a service provider of a lower-tier partnership qualified as...more
In Private Letter Ruling 202308010 (PLR 20230810), the Internal Revenue Service (IRS) determined that a contingent sell-side advisory fee (the Fee) was incurred by the private equity fund majority seller (the PE Seller),...more
On Aug. 7, the Senate passed H.R. 5376, the Inflation Reduction Act of 2022 (the Act). If approved by the House of Representatives, as expected, the bill will be sent to President Joe Biden for signature. The bill passed by...more
The House Ways and Means Committee recently released legislative proposals as part of the “Build Back Better” reconciliation legislation that the committee is currently developing (the Proposed Legislation). The Proposed...more
9/28/2021
/ Acquisitions ,
Closely Held Businesses ,
Corporate Taxes ,
Limited Liability Company (LLC) ,
M&A Brokers ,
Mergers ,
Partnerships ,
Portfolio Companies ,
Private Equity ,
Private Equity Firms ,
Proposed Legislation ,
S-Corporation ,
Tax Rates
On Wednesday, April 7, 2021, the New York Legislature reached an agreement with Governor Andrew Cuomo for the fiscal year 2021-2022 state budget. The agreed-upon budget package includes a number of revenue raisers ...more
Over the past several months, there has been much speculation regarding potential changes to corporate and individual tax rates. The infrastructure plan released by the White House on Wednesday, March 31, includes a proposed...more
On Jan. 8, 2021, the Department of the Treasury (Treasury) and the Internal Revenue Service (the Service) issued final regulations (Final Regulations) (T.D. 9945) governing the treatment of “carried interests” (also referred...more
On Dec. 28, 2020, the New York Stock Exchange (NYSE) proposed amendments to its rules requiring shareholder approval prior to the issuance of securities to Related Parties or in excess of 20% of the issuer’s voting power or...more
On Jan. 8, 2021, the Department of the Treasury (Treasury) and the Internal Revenue Service (the Service) issued final regulations (Final Regulations) (T.D. 9945) governing the treatment of “carried interests” (also referred...more
Real estate lenders and borrowers everywhere are trying to figure out what to do with properties that are either sitting vacant or underperforming pre-pandemic expectations. In New York, a number of mezzanine foreclosures...more
Background -
On July 28, 2020, the Internal Revenue Service (IRS) issued final regulations (T.D. 9905) (the final regulations) concerning the limitation on the deductibility of business interest expense (BIE) under Section...more
9/28/2020
/ Business Taxes ,
CARES Act ,
Income Taxes ,
Internal Revenue Code (IRC) ,
IRS ,
Legitimate Business Interest ,
Regulatory Requirements ,
Tax Cuts and Jobs Act ,
Tax Deductions ,
Tax Planning ,
Tax Reform ,
U.S. Treasury
On July 31, the Department of the Treasury (Treasury) and the Internal Revenue Service (the Service) issued proposed regulations (REGS-107213-18) (Proposed Regulations) governing the treatment of “carried interests” (also...more
In an environment where real estate values are fluctuating and cash flows are difficult to predict, it is more important than ever to apply a comprehensive perspective when considering the purchase of real estate loans....more
On May 12, the Department of the Treasury (Treasury) and the Internal Revenue Service (the Service) issued proposed regulations (REG-104591-18) that address the disallowance of deductions for amounts paid or incurred for...more
On May 13, 2020, the Department of the Treasury (Treasury) and the Internal Revenue Service (the Service) released regulations finalizing previously proposed regulations under Internal Revenue Code Section 385 regarding the...more
On April 24, the Department of the Treasury (Treasury) and the Internal Revenue Service (the Service) issued proposed regulations (REG-106864-18) addressing the manner in which tax-exempt organizations calculate their...more
Updated: April 1, 2020 -
The IRS announced on March 20 in Notice 2020-18 that the due dates for (i) filing federal income tax returns and making federal income tax payments with respect to 2019 that are otherwise due on...more
On March 18, 2020, President Trump signed the Families First Coronavirus Response Act (H.R. 6201) (the Act) into law, authorizing certain relief to employees and small and midsize businesses pertaining to the COVID-19...more
On March 18, 2020, President Trump signed the Families First Coronavirus Response Act (H.R. 6201) (the Act) into law, authorizing certain relief to employees and small and midsize businesses pertaining to the COVID-19...more
On March 19, Senate Majority Leader Mitch McConnell introduced in the Senate a bill called the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act. The bill includes several tax-related provisions that are...more
In its recent decision in Rodriguez v. Federal Deposit Insurance Corp., No. 18–1269 (Sup. Ct. Feb. 25, 2020), the Supreme Court held that federal courts may not apply the federal common law “Bob Richards Rule” to determine...more
3/12/2020
/ Affiliated-Business Arrangements ,
Appeals ,
Bob Richards Rule ,
Commercial Bankruptcy ,
Consolidated Tax Returns ,
Federal Common Law ,
Federal v State Law Application ,
IRS ,
Jurisdiction ,
Lack of Authority ,
Parent Corporation ,
Remand ,
Rodriguez v Federal Deposit Insurance Corp. ,
SCOTUS ,
State Law Claims ,
Tax Allocation Agreements ,
Tax Refunds ,
Vacated
On Dec. 16, the Internal Revenue Service (IRS) issued final regulations (the new regulations) governing a narrow aspect of rules applicable to withholding on “dividend equivalent payments” made to foreign persons. The new...more
1/2/2020
/ Broker-Dealer ,
Dividend-Equivalent Transactions ,
Dividends ,
Final Rules ,
Foreign Persons ,
Internal Revenue Code (IRC) ,
IRS ,
New Regulations ,
Popular ,
Qualified Derivatives Dealers (QDDs) ,
Rulemaking Process ,
Section 871(m) ,
Tax Planning ,
Tax Rates ,
Tax Reform ,
U.S. Treasury ,
Withholding Tax
On Oct. 9, 2019, the Internal Revenue Service (the “Service”) issued Revenue Ruling 2019-24 concerning the tax consequences of virtual currency hard forks, as well as FAQs on the taxation of virtual currency generally. This...more
12/3/2019
/ Bitcoin ,
Blockchain ,
Capital Gains ,
Cryptocurrency ,
Digital Currency ,
Distributed Ledger Technology (DLT) ,
Filing Requirements ,
Financial Transactions ,
Income Taxes ,
Investment ,
IRS ,
New Guidance ,
Reporting Requirements ,
Tax Liability ,
Tax Planning ,
Tax Returns ,
Virtual Currency
On Nov. 4, 2019, the Department of the Treasury (Treasury) and the Internal Revenue Service (the Service) published final debt-equity regulations (the Final Regulations) and an advance notice of proposed rulemaking (the...more
11/18/2019
/ Advanced Notice of Proposed Rulemaking (ANPRM) ,
Bifurcation ,
Controlling Stockholders ,
Debt ,
Debt-Equity ,
Debtor-Creditor ,
Distribution Rules ,
Equity ,
Identity of Interest ,
IRS ,
New Regulations ,
Regulatory Standards ,
Rulemaking Process ,
Section 385 ,
Stocks ,
Tax Liability ,
Tax Planning ,
U.S. Treasury
On Oct. 1, the Internal Revenue Service (the Service) issued Revenue Procedure 2019-40 (the Revenue Procedure), which offers guidance relating to ownership by certain U.S. persons of stock in “controlled foreign corporations”...more