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The Consolidated Appropriations Act of 2021

Business Tax Provisions - About-Face on Deductibility of PPP Expenses. The CAA overrules the IRS’s previous guidance denying the deductibility of expenses relating to forgiven PPP loans....more

Tax Update: IRS Trims Back FATCA

On December 13, 2018, the Internal Revenue Service issued proposed regulations that eliminate certain types of withholding under Sections 1471-1474 of the tax code, which are commonly referred to as FATCA. ...more

Fifteen Key Provisions in the Final Tax Reform Bill

On December 20, 2017, the Senate and House of Representatives passed H.R. 1, known as the “Tax Cuts and Jobs Act” (“Tax Reform Bill”). President Trump is expected to sign the Tax Reform Bill by early January. The Tax Reform...more

Provisions of the Final Tax Reform Bill Affecting Nonprofit Tax-Exempt Organizations

On December 20, 2017, the Senate and House of Representatives passed H.R. 1, known as the “Tax Cuts and Jobs Act” (“Tax Reform Bill”). President Trump is expected to sign the Tax Reform Bill by early January. The Tax Reform...more

Seventeen Provisions to Watch in the Senate Tax Reform Bill

On December 2, 2017, the Senate passed a tax reform bill that differs in some key aspects from the tax reform bill the House approved on November 16, 2017. A House and Senate conference committee will begin work to resolve...more

Fifteen Provisions to Watch in the Tax Reform Proposals

On November 14, 2017, Senate Finance Committee Chairman, Orrin Hatch (R-Utah), released his modified tax reform plan (“Senate Bill”), which adopts some of the House Bill proposals (as amended) (“House Bill”), but also...more

Potential Impact of House Tax Reform Bill on Nonprofit Tax-Exempt Organizations

On November 2, 2017, Republicans in the U.S. House of Representatives unveiled their tax reform bill (the “Bill”), entitled the “Tax Cuts and Jobs Act.” The Bill proposes significant changes to the current U.S. federal income...more

Effects of House Tax Reform Bill on Securitizations and Funds

On November 2, 2017, Republicans in the House of Representatives released their long-anticipated tax reform bill (the “Bill”). The Bill, which is entitled the “Tax Cuts and Jobs Act,” includes significant changes to the...more

Eleven Business Provisions to Watch in the House Tax Reform Bill

On November 2, 2017, Republicans in the House of Representatives released their long-anticipated tax reform bill (the “Bill”) which includes significant changes to the current U.S. federal income tax regime for businesses and...more

Application of New Debt-Equity Regulations to Securitizations

On October 13, 2016, Treasury and the IRS issued new final and temporary “anti-inversion” regulations under section 385 of the Internal Revenue Code that could treat certain purchasers of notes issued by securitizations as...more

Controversial Debt-Equity Regulations Finalized With Limited Fixes, Concessions and Reservations by Government

On October 13, 2016, Treasury and the IRS issued important new final and temporary regulations (the “Regulations”) under section 385 of the Internal Revenue Code addressing the treatment of intercompany debt for U.S. federal...more

Proposed Regulations Would Block Some Spinoffs

Proposed regulations issued on July 14, 2016 generally would prevent tax-free spinoffs involving companies with less than 5% active business assets and spinoffs where one company holds a substantial amount of nonbusiness...more

In Wake of the Panama Papers, Treasury Proposes New Reporting Requirements for Foreign-Owned Legal Entities

On May 10, 2016, the Treasury Department issued proposed regulations that, if approved, will require business entities formed in the United States that are owned by a single foreign person to obtain an employer identification...more

Current Structuring May Not Shield Private Equity Firms from ERISA Liabilities

On March 28, 2016, the U.S. District Court for the District of Massachusetts held that two private equity funds within Sun Capital were jointly and severally liable under the Employee Retirement Income Security Act of 1974,...more

M&A Update: Broad Anti-Inversion Rules Released

On April 4, 2016, Treasury released new rules making it more difficult for some U.S. companies to invert (“Serial Inversion Regulations”), Proposed Regulations limiting the effectiveness of “earnings stripping” techniques...more

New York State Bill Would Alter Taxation of Carried Interest

A bill recently introduced in the New York State Assembly would impose additional tax on carried interest. The taxation of carried interest has been widely discussed over the last decade, with a number of bills introduced...more

M&A Update: Treasury Announces Second Anti-Inversion Notice

On November 19, 2015, Treasury issued Notice 2015-79 (the “Notice”), which announces Treasury’s intent to issue regulations reducing the tax benefits available to inverted groups and making it more difficult for some U.S....more

M&A Update: IRS Mulls Change to Spinoff Rules

In a statement that would mark a stark change in approach, an IRS official recently indicated that the IRS may begin requiring that companies seeking to effect tax-free spinoffs conduct active businesses that represent a...more

Final Regulations on Section 162(m) Deduction Limit Exceptions

New final regulations(the “Final Regulations”) have been issued clarifying and altering the “qualified performance-based compensation” exception and the transitional “reliance period” exception for newly public companies to...more

M&A Update: Treasury Announces New Anti-Inversion Rules

On September 22, 2014, the Treasury Department announced its intent to issue new regulations that will reduce the tax benefits available after an inversion and may make it more difficult for some U.S. companies to invert (the...more

9/23/2014  /  Corporate Counsel , Popular

M&A Update | Inversions: The View from Ireland

On June 25, 2014, Ireland’s Taoiseach (Prime Minister) Enda Kenny and Minister for Finance Michael Noonan, among others, met with Cadwalader Chairman-elect and Corporate Group Co-Chair James C. Woolery in Dublin regarding...more

M&A Update: Senator Levin Introduces Anti-Inversion Act

On May 20, 2014, Sen. Carl Levin (D-MI) introduced the Stop Corporate Inversions Act of 2014 (the “Levin Bill”), which proposes significantly more stringent limits on the ability of U.S. companies to relocate outside the U.S....more

M&A Update: New Rules Will Limit Shareholders’ Tax-Free Treatment On Inversions

In what may be the first of a series of steps, the government took decisive action today to ensure that shareholders of US companies inverting by merger must pay tax on the transfer of their US company shares if they hold a...more

New Urgency for Corporate Inversion Transactions (Quorum, March 2014)

Corporate inversions have constituted an active and successful part of the M&A market in 2013 and early 2014, as acquirors have typically traded up on the date of announcement. However, there is now a new urgency for U.S....more

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