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In Soroban Capital Partners v. Commissioner, the United States Tax Court determined that entities formed as state law limited partnerships did not necessarily mean that the limited partnerships’ limited partners were limited...more
This CLE/CPE course will provide tax counsel with comprehensive guidance on the 754 election for partnerships. The panel will discuss the basis adjustment rules associated with sales, transfers, and partnership interests or...more
In Soroban Capital Partners, LP v. Commissioner, the U.S. Tax Court determined that the exception to net earnings from self-employment in Section 1402(a)(13) of the Internal Revenue Code of 1986, as amended (the “Code”) ...more
State and local taxes impact almost every taxpayer, and developments in any one jurisdiction can be frequent and sometimes confusing. ln this newsletter edition, we will briefly summarize selected state and local tax (SALT)...more
The U.S. Tax Court recently issued a precedential opinion in Soroban Capital v. Commissioner, holding that the limited partner exception to the Self-Employed Contributions Act (SECA) in Section 1402(a)(13) of the Internal...more
Certain limited partners in venture capital and private equity will likely see an increase in their tax liability due to a recent U.S. Tax Court decision. Generally, partners in a partnership and members in a limited...more
Summary - On November 28, the Tax Court, granting the Internal Revenue Service (IRS) summary judgment, held in Soroban Capital Partners LP v. Commissioner that a state law limited partner who is limited in name only, is...more
In our continuing series on Section 704(c) of the Internal Revenue Code (the Code) we discuss the application of the remedial method to correct for distortions caused by the ceiling rule. As previously discussed, when the tax...more
In Part 1 of our discussion on Section 704(c) (Part 1) we described the basic idea of how the inherent built-in tax gain or loss on a piece of property contributed to a partnership is allocated to the contributing partner. As...more
On September 8, 2023 the IRS announced a sweeping effort to focus enforcement efforts on high-income individuals, partnerships, and corporations. On September 20, 2023 the IRS announced that it will establish a special...more
Partnerships are a popular business entity in the United States, particularly for small businesses. If you are considering forming a partnership, it is important to understand the fundamentals (and consequences). ...more
A recent US Tax Court case upholds profits interest treatment for a taxpayer’s receipt of a partnership interest granted in exchange for services. The case highlights how properly structuring and documenting the grant of a...more
On April 18, join Winstead attorneys Trip Dyer, Ben Gehlbach, Daniel Bell-Garcia, Jacob Loehr, Matt Dzura, and Cole Gearhart, along with Whitley Penn Partner Shea Krachek, for our Real Estate Startup half-day virtual seminar....more
Many senior housing properties are owned by limited liability companies or other entities that are taxed as partnerships for federal income tax purposes. The March 15th deadline for filing federal partnership tax returns is...more
Summary: This case arises at the confluence of two areas of tax law—partnership taxation (subchapter K of the Code) and U.S. taxation of international transactions (subchapter N of the Code)....more
On December 8, Treasury issued final regulations (the “Final Regulations”) updating the existing centralized partnership audit regime. These regulations largely adopt the provisions of regulations that were previously...more
On November 9, 2022, in a 15-2 decision, the Tax Court held that the IRS improperly issued Notice 2017-10 in Green Valley Investors, LLC, et al. v. Commissioner of Internal Revenue, 159 T.C. No. 5. The Notice designated...more
More than two decades ago, the Service announced its intention to consider simplifying the entity classification rules in Notice 95-14. It stated: “The Internal Revenue Service and the Treasury Department are considering...more
Tax Litigation: The Week of August 22nd, 2022, through August 26th, 2022 Warner Enterprises, Inc. v. Comm’r, T.C. Memo. 2022-85 | August 22, 2022 | Buch, J. | Dkt. No. 17163-19L. ...more
Tax Litigation: The Week of August 22nd, 2022, through August 26th, 2022 Alexander C. Deitch v. Comm’r, No. 21282-17; and Jonathan D. Barry and Susan S. Barry v. Comm’r, No. 21283-17, T.C. Memo 2022-86 | August 25, 2022 |...more
The 2022 Global Penalty Relief | Notice 2022-36 | Who qualifies and who does not? Relevant Implications for taxpayers with international assets/accounts. The IRS has just released Notice 2022-36 which provides an...more
On March 28, 2022, the Biden Administration proposed certain limited changes to the taxation of partnerships. In short, the Administration’s proposals would (i) prevent related partners in a partnership that has made a...more
Cryptocurrency holders often want to put their assets into an entity for a host of reasons, such as asset protection, arranging negotiated management rights and exit planning. This post discusses basic federal income tax...more
Partnership Formation - The formation of a partnership is generally a nonrecognition transaction for both the contributing partner and the newly-created partnership. Thus, as a general rule, no gain is recognized by a...more
On January 25, 2022, the IRS and Treasury proposed regulations that would treat U.S. partners, instead of their partnerships, as PFIC shareholders for making qualified electing fund, mark-to-market, or purging elections,...more