Keeping it in the family just got more complicated. Our Tax Group studies a Supreme Court decision that left a family with an unexpected estate tax liability related to a share redemption agreement....more
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
Our Federal Tax Group finds the sweet spot for corporate inversions. If a U.S. corporation’s shareholders obtain between 50% and 60% of the stock, the exchange could be taxable....more
Corporate groups like to have affiliates sell property to each other at book value. They know what book value is, but may not know fair market value. However, using book value as the sales price, even within consolidated...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
Recently the Treasury issued proposed regulations for Section 305. The proposal was prompted by Section 6045B, enacted in 2008 and effective only under regulations requiring the issuer of stock to provide basis reporting. A...more
On December 2, 2016, the Treasury issued Notice 2016-73, describing future regulations that will modify the Killer B regulation issued in 2011; the modifications will stymie newly discovered variations of the Killer B...more
In July the Treasury proposed regulations reinterpreting Section 355 in cases where one of the corporations involved in the spinoff has more investment assets than the other or very little five-year active trade or business...more