While speaking at the National Prayer Breakfast on February 2, 2017, President Trump reaffirmed his commitment to repeal the law that restricts organizations that are tax exempt under Section 501(c)(3) of the Internal Revenue...more
On December 27, 2016, the Treasury Department (Treasury) and Internal Revenue Service (IRS) released final regulations regarding the determination of ownership of a passive foreign investment company ("PFIC") and regarding...more
1/20/2017
/ Business Ownership ,
C-Corporation ,
Final Rules ,
Foreign Corporations ,
IRS ,
Passive Foreign Investment Company ,
PFIC ,
Reporting Requirements ,
S-Corporation ,
Stocks ,
U.S. Treasury
On December 16, 2016, FinCEN issued Notice 2016-1, extending the filing deadline for the Report of Foreign Bank and Financial Accounts, FinCEN Form 114 (FBAR), for certain individuals with signature or other authority over...more
On October 13, 2016, the Treasury Department and the Internal Revenue Service issued final and temporary regulations under section 385. The final and temporary regulations recharacterize certain debt instruments as equity for...more
10/27/2016
/ Asset Stripping ,
Bifurcation ,
Debt ,
Debt Instruments ,
Disregarded Entities ,
Equity ,
Internal Revenue Code (IRC) ,
Investment Funds ,
IRS ,
Publicly-Traded Companies ,
Section 385 ,
Securities ,
Stocks ,
U.S. Treasury
The U.S. Internal Revenue Service (“IRS”) released Revenue Procedure 2016-45 (the “Revenue Procedure”) on August 26, 2016, permitting taxpayers once again to seek private letter rulings on issues of “corporate business...more
On July 15, 2016, the U.S. Internal Revenue Service (IRS) and the Department of the Treasury (Treasury) published proposed regulations that would modify the device and active trade or business requirements for tax-free...more
7/29/2016
/ Active Trade or Business Test ,
Device Test ,
Grandfathering Rules ,
Internal Revenue Code (IRC) ,
IRS ,
Proposed Regulation ,
Section 355 ,
Shareholders ,
Spinoffs ,
Tax Avoidance ,
Tax-Free Transfers ,
U.S. Treasury ,
Yahoo!
As reported in our prior client alerts, the Report of Foreign Bank and Financial Accounts, FinCEN Form 114 (FBAR), must be filed by a U.S. person that holds a financial interest in, or signature or other authority over, a...more
The Protecting Americans from Tax Hikes Act of 2015 (“PATH Act”) included a number of significant changes to the U.S. federal income tax rules related to real estate investment trusts (“REITs”) and investments by non-U.S....more
On February 9th, President Obama released his Budget Proposals for 2017 (the "Budget Proposals"). The Budget Proposals include the following proposals that may affect private investment fund managers...more
On December 18, 2015, President Obama signed into law an omnibus appropriations bill which included the Protecting Americans from Tax Hikes Act of 2015 (the "Act"). In addition to extending or making permanent a number of...more
Regulators were busy at the end of 2015, especially in the United States, perhaps being motivated to push forward new rule proposals in anticipation of a change in administration after the presidential elections later this...more
On January 11, 2016, the staff of the Office of Compliance Inspections and Examinations (OCIE) of the Securities and Exchange Commission (SEC) released its annual announcement on examination priorities in the coming calendar...more
Proskauer has released the 2015 Proskauer Annual Review and Outlook for Hedge, Private Equity and Other Private Funds. The 88-page report is a summary of significant legal changes and developments in the private funds space...more
11/25/2015
/ China ,
Cybersecurity ,
EU ,
Gift Tax ,
Hedge Funds ,
Hong Kong ,
Internships ,
Popular ,
Private Equity ,
Private Funds ,
Registered Investment Advisors ,
Securities and Exchange Commission (SEC) ,
UK ,
Volcker Rule ,
Whistleblowers
Proskauer’s 20th Annual Trick or Treat Seminar was held on Friday, October 30.
The Seminar discussed:
- Non-Profit Revitalization Act of 2013: Recent Developments and Outstanding Issues
- Recent Developments in...more
On November 5, 2015, the Securities and Exchange Commission (SEC) announced that it had reached a settlement with Cherokee Investment Partners, LLC (CIP) and Cherokee Advisers, LLC (CA), affiliated private equity fund...more
The Bipartisan Budget Act of 2015, signed into law on November 2, 2015, has significantly changed the partnership tax audit rules, effective for tax years beginning after December 31, 2017.
Under the current partnership...more
11/6/2015
/ Audits ,
Bipartisan Budget ,
Burden-Shifting ,
Federal Budget ,
IRS ,
Joint and Several Liability ,
New Legislation ,
New Regulations ,
Partnership Agreements ,
Partnerships ,
Registered Representatives ,
Tax Liability
On November 3, 2015, the Securities and Exchange Commission (SEC) announced that it had reached a settlement with Fenway Partners, LLC, a New York-based private equity firm, and several of the firm's executives (the...more
11/5/2015
/ Advisory Board ,
Affiliated-Business Arrangements ,
Civil Monetary Penalty ,
Conflicts of Interest ,
Corporate Executives ,
Disgorgement ,
Enforcement Actions ,
Failure To Disclose ,
Investors ,
Portfolio Companies ,
Private Equity ,
Private Equity Funds ,
Recordkeeping Requirements ,
Securities and Exchange Commission (SEC)
Further to our client alert in July this year, the UK Government recently proposed further changes to the UK taxation of carried interest and disguised investment management fees (DIMF).
The UK Government proposed...more
11/2/2015
/ Anti-Avoidance ,
Capital Gains ,
Capital Losses ,
Carried Interest Tax Rates ,
Federal Taxes ,
Fund Managers ,
Investment Adviser ,
Investment Management ,
Limited Partnerships ,
Management Fees ,
Pending Legislation ,
Proposed Amendments ,
Trustees ,
UK
The U.S. Commerce Department's Bureau of Economic Analysis (the "BEA") recently released the final version of the BE-180 report, a five-year benchmark survey that collects data on transactions between U.S. persons that are...more
9/1/2015
/ Benchmarks ,
Broker-Dealer ,
Bureau of Economic Analysis ,
Filing Deadlines ,
Financial Institutions ,
Foreign Nationals ,
Hedge Funds ,
Investors ,
Private Equity Funds ,
Private Funds ,
Reporting Requirements ,
Surveys ,
Threshold Requirements ,
Time Extensions ,
U.S. Commerce Department
On July 22, 2015, the U.S. Department of the Treasury and U.S. Internal Revenue Service issued proposed Treasury Regulations under Section 707(a)(2)(A) of the Internal Revenue Code of 1986, as amended, addressing management...more
7/27/2015
/ Capital Gains ,
Deferred Compensation ,
Enterprise Risks ,
Fee Waivers ,
Fund Managers ,
Income Taxes ,
Internal Revenue Code (IRC) ,
IRS ,
Management Fees ,
Private Investment Funds ,
Proposed Regulation ,
U.S. Treasury
Effective for tax years beginning on or after January 1, 2015, pursuant to legislation enacted last year, income from "investment capital" is exempt from New York State franchise tax for corporate taxpayers otherwise subject...more
On 8th July 2015, the UK Government announced several changes to UK tax legislation that will affect those holding carried interest in fund structures which utilise at least one partnership (including a limited partnership),...more
7/19/2015
/ Capital Gains ,
Carried Interest ,
Cost-Shifting ,
Foreign Investment ,
HMRC ,
Investment Management ,
Pay-for-Performance ,
Resident Non-Domiciled (RND) ,
Tax Deductions ,
Tax Reform ,
UK
On June 25, 2015, the Securities and Exchange Commission (SEC) set a compliance date of July 31, 2015 for the ban on payments to third parties for the solicitation of advisory business from any government entity under Rule...more
7/17/2015
/ Broker-Dealer ,
Compliance ,
Financial Industry Regulatory Authority (FINRA) ,
Government Entities ,
Investment Adviser ,
MSRB ,
Municipal Advisers ,
Pay-To-Play ,
Securities and Exchange Commission (SEC) ,
Solicitation ,
Third-Party
On June 26, 2015, the Securities and Exchange Commission (SEC) issued a guidance update on Rule 204A-1 of the Investment Advisers Act of 1940 (Advisers Act). Rule 204A-1 requires, among other things, certain advisory...more
On April 1, 2015, the Securities and Exchange Commission (SEC) announced that it had settled its first enforcement action under SEC Rule 21F-17, which prohibits companies from taking actions or using confidentiality...more