News & Analysis as of

Proposed Regulation Acquisitions U.S. Treasury

A&O Shearman

Proposed dual consolidated loss regulations would disallow U.S. tax use of foreign losses viewed as reducing Pillar Two tax...

A&O Shearman on

On August 6, 2024, the U.S. Treasury Department (“Treasury”) issued proposed regulations under section 1503 (the “Proposed Regulations”) that address the interaction between the dual consolidated loss (“DCL”) rules and the...more

Mintz - Securities & Capital Markets...

Proposed Treasury Regulations Provide Guidance on Stock Buyback Excise Tax for Redemptions and M&A Transactions

On April 12, 2024, the Treasury Department and Internal Revenue Service (IRS) issued proposed Treasury Regulations (REG-115710-22) providing comprehensive guidance for applying the one-percent excise tax owed on corporate...more

Skadden, Arps, Slate, Meagher & Flom LLP

Newly Proposed Regulations on Stock Buyback Excise Tax Largely Adopt Approach From Initial IRS Guidance

On April 12, 2024, the Treasury Department (Treasury) and Internal Revenue Service (IRS) issued proposed regulations (89 FR 25980 and 89 FR 25829) on the excise tax on stock buybacks enacted as part of the Inflation Reduction...more

Torres Trade Law, PLLC

CFIUS Updates: New FAQs Clarify Positions; Possible Expansion of Scope of Real Estate Review

Torres Trade Law, PLLC on

In our recent article Amid TikTok Tensions, CFIUS Signals Increased Enforcement and Other Updates, we discussed updates from the Committee on Foreign Investment in the United States (“CFIUS” or “the Committee”) primarily with...more

A&O Shearman

IRS and Treasury Issue Final Regulations Regarding Use of Consolidated Net Operating Losses

A&O Shearman on

On October 13, 2020, the U.S. Department of Treasury (“Treasury”) and the Internal Revenue Service (the IRS) released final regulations (T.D. 9927) (the “Regulations”) under sections 1502 and 1503 of the Internal Revenue Code...more

Akin Gump Strauss Hauer & Feld LLP

Treasury Releases Final Regulations Implementing CFIUS Reform

Key Points - On January 13, 2020, the U.S. Department of Treasury released final rules implementing FIRRMA, which reforms the CFIUS framework. These rules will take effect on February 13, 2020. - The final rules...more

A&O Shearman

Section 385 Treasury Regulations Developments

A&O Shearman on

Related Party Debt Documentation Rules Are Removed and Future Changes to Limit Recharacterization Rules Are Expected - On October 31, 2019, the Treasury Department and the Internal Revenue Service (IRS) made two significant...more

Skadden, Arps, Slate, Meagher & Flom LLP

IRS Proposes New Section 382 Regulations To Further Limit Use of Tax Losses

On September 9, 2019, the Treasury Department (Treasury) and the Internal Revenue Service (IRS) proposed regulations (proposed regulations) addressing items of income and deduction that are included in the calculation of...more

Proskauer - Tax Talks

Proposed Regulations on Built-in Gains and Losses under Section 382(h)

Proskauer - Tax Talks on

On September 10, 2019, the Internal Revenue Service (“IRS”) and the U.S. Department of the Treasury (the “Treasury”) issued proposed regulations (the “Proposed Regulations”) on calculation of built-in gains and losses under...more

A&O Shearman

Proposed Section 382 Regulations Would Eliminate Section 338 Approach of Notice 2003-65

A&O Shearman on

On September 9, 2019, the Treasury Department (“Treasury”) and the Internal Revenue Service (the IRS) issued proposed section 382 regulations (REG-125710-18) (the “Proposed Regulations”) reversing certain previously...more

Proskauer - Tax Talks

Impact of Proposed Regulations under Section 956 on Lending Arrangements Involving U.S. Corporate Borrowers

Proskauer - Tax Talks on

n October 31, 2018, the U.S. Treasury Department (“Treasury”) and the Internal Revenue Service (the “IRS”) proposed new regulations (the “Proposed Regulations”) that are likely to allow many controlled foreign corporations...more

Eversheds Sutherland (US) LLP

Only the Lonely: “Lonely” Life Insurance Companies Confront New Issues Under Proposed Debt-Equity Regulations

The rules of IRC § 1504 and Treas. Reg. § 1.1502-47 provide the general parameters for determining whether a domestic life insurance company (within the meaning of IRC § 816(a)) may join in filing a consolidated U.S. federal...more

Latham & Watkins LLP

Treasury Issues Stringent Inversion Regulations, Proposes Far-Reaching Related-Party Debt Rules

Latham & Watkins LLP on

New regulations expand prior guidance reducing tax benefits of inversions. Proposed debt-equity rules will impact even routine intercompany transactions. On April 4, 2016, the US Department of the Treasury (Treasury) and...more

Kilpatrick Townsend & Stockton LLP

Expanded Earnings Stripping Proposed Rules Will Impact Typical Debt Push Downs

In a surprising move amidst its continuing crack down on corporate inversions, the U.S. Treasury just proposed new regulations reflecting a broadly expanded approach to the practice of earnings stripping. Because an inversion...more

Eversheds Sutherland (US) LLP

To the Direct Acquirer Belong the Tax Attributes: Proposed Regulations Modify the Definition of Acquiring Corporation for Purposes...

On May 7, Treasury and the IRS published proposed regulations addressing which corporation succeeds to the tax attributes of another corporation that transfers assets in an acquisitive asset reorganization described in IRC §§...more

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