As a founder, deciding whether to organize your business as a corporation or a limited liability company (LLC) is a crucial first step. Corporations are often favored for their ability to attract venture capital and offer...more
Orrick's UK Founder Series offers monthly top tips for UK startups on key considerations at each stage of their lifecycle, from incorporating a company through to possible exit strategies. The Series is written by members of...more
Listen as Eric Wall and Mark Seneca break down:
The re-vesting timeframe
The tax treatment of compensation versus deal consideration
Tax law supporting favorable tax treatment for sellers...more
Sit down with Eric Wall and Mark Seneca for insights on:
Tax advantages and disadvantages for stock vs. asset sales
The most common deal structure for VC-backed company sales and why
Structuring a “tax-free” transaction...more
The insertion of a US holding company by way of a share-for-share exchange, whereby the shares in an existing UK company (“UKCo”) are transferred to a new US company (“USCo”) in exchange for shares issued by USCo, is commonly...more
In a typical sale of a private equity portfolio company, sell-side success fees payable to bankers and financial advisors represent one of the most significant transaction costs. Although most types of success fees are...more
On June 14, 2023, the IRS and Treasury issued proposed regulations (the “Proposed Regulations”) under two novel provisions of the Inflation Reduction Act of 2022 (the “IRA”) designed to promote capital investment in renewable...more
In the wake of Silicon Valley Bank’s failure earlier this month, many technology companies are re-examining their treasury management programs and are considering moving cash into a variety of non-demand-deposit instruments,...more
In the wake of the COVID-19 pandemic and shelter-in-place orders, businesses are considering ways to assist employees and other workers who are financially burdened by the crisis....more
On March 31, 2020, the IRS issued “COVID-19-Related Tax Credits for Required Paid Leave Provided by Small and Midsize Businesses FAQs” to help small and midsize employers navigate the tax relief available under the Families...more
Opportunity Zone (or “OZ”) investment was hailed in 2018 and 2019 as the hottest and most innovative way of attracting significant private capital to distressed communities in the United States and its territories by offering...more
2/7/2020
/ Capital Gains ,
Community Development ,
Critical Infrastructure Sectors ,
Economic Development ,
Fund Managers ,
Investment Funds ,
Investment Opportunities ,
Investors ,
IRS ,
Low Income Housing ,
Low-Income Issues ,
New Regulations ,
Opportunity Zones ,
Public Finance ,
Real Estate Development ,
Regulatory Requirements ,
State and Local Government ,
Tax Cuts and Jobs Act ,
Tax Deferral ,
Tax Incentives ,
Tax Reform
On November 29, 2018, the Internal Revenue Service (the "IRS") published a memorandum (the "Memorandum") dated November 20, 2018, outlining the new process for all voluntary disclosures, both domestic and offshore (the "New...more
12/21/2018
/ Banking Sector ,
FBAR ,
FinCEN ,
Foreign Financial Accounts ,
IRS ,
Offshore Funds ,
OVDP ,
Reporting Requirements ,
Tax Evasion ,
Tax Planning ,
Voluntary Disclosure ,
White Collar Crimes
As we reported last week, the tax reform bill released by House Republicans (the "House Bill") would eliminate deferred compensation and stock options, and then on Tuesday, November 7, the House Bill was amended to restore...more
11/14/2017
/ Compensation & Benefits ,
Deferred Compensation ,
Executive Compensation ,
Legislative Agendas ,
Proposed Legislation ,
Section 162(m) ,
Stock Options ,
Tax Code ,
Tax Deductions ,
Tax Rates ,
Tax Reform ,
Trump Administration
On November 2, 2017, House Republicans released their much anticipated tax reform proposal, entitled the Tax Cuts and Jobs Act (the "Act"). If enacted, the Act would have a significant impact on the taxation of executive...more
11/7/2017
/ Compensation & Benefits ,
Deferred Compensation ,
Executive Compensation ,
Legislative Agendas ,
Proposed Legislation ,
Section 162(m) ,
Stock Options ,
Tax Code ,
Tax Deductions ,
Tax Rates ,
Tax Reform ,
Trump Administration
The Paris administrative court ruled on July 12th, 2017, that Google Ireland Limited did not have to pay $1.3 billion in back taxes in France for the period 2005-2010.
The Irish company Google Ireland Limited sells digital...more
9/12/2017
/ BEPS ,
Corporate Taxes ,
Double Taxation ,
France ,
Google ,
Income Taxes ,
Ireland ,
Multilateral Agreement ,
OECD ,
Tax Treaty ,
Value-Added Tax (VAT) ,
Withholding Tax
This is our first of many alerts during 2017 as the new administration signals the rollback of many regulations (e.g., fiduciary rules and pay ratio). We will keep you posted.
In January 2017, the Internal Revenue...more
The Protecting Americans From Tax Hikes Act of 2015 (the "PATH Act"), expected to be soon passed by Congress and signed into law by President Obama, permanently extends the 100% exclusion for gain recognized on the sale of...more
The Protecting Americans From Tax Hikes Act of 2015 (the "PATH Act"), expected to be soon passed by Congress and signed into law by President Obama, permanently extends the 100% exclusion for gain recognized on the sale of...more
In Chief Counsel Advice 201518013 (May 1, 2015) (the "CCA"), the IRS addresses an executive retention bonus that originally vested after three years and was payable in equal installments on the first two anniversaries of the...more
On March 31, 2014, Governor Cuomo signed into law legislation that provides for an extensive reform of the state's corporate tax regime (the "Act"), most notably for out-of-state corporations providing digital products to New...more
On December 5, 2013, the Internal Revenue Service ("IRS") issued final regulations (the "Final Regulations") and proposed regulations (the "2013 Proposed Regulations") under section 871(m), which address withholding on...more
On September 5, the IRS issued temporary regulations on the application of the straddle rules to debt instruments (the "Temporary Regulations"). The Temporary Regulations provide that a taxpayer's obligation under a debt...more
Employers frequently ask whether the portion of an employment-related settlement allocated to attorneys’ fees must be treated as wages and subjected to income and employment tax withholding and Form W-2 reporting where a...more