Our Tax Group sheds light on recent IRS rulings that disallow deductions involving success-based fees in M&A transactions. Contrary to common practice, the IRS recently ruled target companies could not deduct success-based...more
Cash is king in this year’s M&A deals. Our Federal Tax Group investigates the tax implications behind these all-cash deals and what dangers may lie ahead.
- Few stocks are held by taxable persons
- First-step mergers
- A...more
The merger of or into a mutual corporation would seem to be a great candidate for reorganization treatment. And generally that is true, with one huge exception. Paulsen v. Commissioner, 469 U.S. 131 (1985), ruled that the...more
Sections 351 and 362 contain investment company rules that have nothing to do with mutual funds. They define certain corporations as investment companies in counterintuitive ways and then deny the usual nonrecognition...more
LTR 201542004 at first seems to involve a standard spinoff for the purpose of pursuing a reverse Morris Trust combination of Controlled with a Merger Partner, with the “significant issue” for ruling being a proposed swap of...more