On Oct. 1, the Internal Revenue Service (the Service) issued Revenue Procedure 2019-40 (the Revenue Procedure), which offers guidance relating to ownership by certain U.S. persons of stock in “controlled foreign corporations”...more
Transaction expenses, including fees for legal counsel, accountants, financial advisors, brokers and other third parties, are an ineluctable aspect of mergers and acquisitions. The ability of parties to deduct at least a...more
On Oct. 9, 2019, the Department of the Treasury (Treasury) and the Internal Revenue Service (the Service) issued proposed regulations (the Proposed Regulations) providing taxpayers with broad and flexible guidance on the tax...more
10/23/2019
/ Alternative Reference Rates Committee (ARRC) ,
Benchmarks ,
Debt Instruments ,
Income Taxes ,
Inter-Bank Offered Rates (IBORs) ,
Interest Rates ,
International Tax Issues ,
IRS ,
Libor ,
Proposed Regulation ,
REMIC ,
Rulemaking Process ,
Secured Overnight Funding Rate (SOFR) ,
Tax Planning ,
U.S. Treasury
On Aug. 14, 2019, the Department of the Treasury (Treasury) and the Internal Revenue Service (the Service) published proposed regulations (the Proposed Regulations) regarding the classification of “cloud transactions” for...more
10/7/2019
/ Cloud Computing ,
Data Transfers ,
Digital Assets ,
Digital Platforms ,
Digital Services ,
Factoring Transactions ,
IaaS ,
IRS ,
PaaS ,
Proposed Regulation ,
Regulatory Agenda ,
Regulatory Requirements ,
Rulemaking Process ,
SaaS ,
Software ,
Tax Liability ,
Tax Planning ,
U.S. Treasury
On May 23, the Department of the Treasury and the IRS published final regulations (the final regulations) under Section 956 of the Internal Revenue Code of 1986, as amended (the Code). ...more
On March 20, 2019, the Securities and Exchange Commission (the SEC) voted to adopt amendments to modernize and simplify disclosure requirements for public companies, investment advisers and investment companies. ...more
3/25/2019
/ Confidential Information ,
Deregulation ,
Disclosure Requirements ,
EDGAR ,
Financial Regulatory Reform ,
Investment Adviser ,
Investment Companies ,
New Amendments ,
Publicly-Traded Companies ,
Rulemaking Process ,
Securities and Exchange Commission (SEC)
The Financial Stability Board (FSB), an international body composed of representatives from governments, financial institutions, and international standard-setting, regulatory and central bank bodies that monitors and makes...more
On Feb. 27, 2019, Federal Reserve Chairman Jerome Powell, during testimony before the House Financial Services Committee, was asked by Representative Gregory Meeks (D-NY, 5th District) whether the Federal Reserve “believes...more
Background On Feb. 19, 2019, the Securities and Exchange Commission (the SEC) voted to propose a rule and related rule amendments under the Securities Act of 1933, as amended (the Securities Act)...more
2/20/2019
/ Accredited Investors ,
Comment Period ,
Corporate Issuers ,
Emerging Growth Companies ,
Initial Public Offering (IPO) ,
JOBS Act ,
Proposed Rules ,
Qualified Institutional Buyers ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
On Jan. 19, 2019, the U.S. Court of Appeals for the Fifth Circuit vacated a bankruptcy court decision awarding Ultra Petroleum Corp. noteholders $201 million in make-whole payments and $186 million in post-petition interest. ...more
The Financial Stability Board (FSB), an international body established in 2009 to implement and promote effective regulatory, supervisory and other financial sector policies, issued its most recent annual Global Monitoring...more
Background On Oct. 31, 2018, the Internal Revenue Service issued proposed regulations under Section 956 of the Internal Revenue Code that will eliminate the adverse tax consequences when a U.S. parent corporation (i)...more
11/16/2018
/ Collateral ,
Controlled Foreign Corporations ,
Corporate Taxes ,
Dividends ,
Foreign Subsidiaries ,
Internal Revenue Code (IRC) ,
IRS ,
Lenders ,
Parent Corporation ,
Proposed Regulation ,
Section 956 ,
Tax Deductions ,
Tax Planning ,
Voting Securities
On Sept. 11, 2018, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corp., the National Credit Union Administration and the Bureau of Consumer...more
Effective August 1, 2018, the Delaware Limited Liability Company Act (the Delaware LLC Act) allows a Delaware limited liability company (an LLC) to divide into two or more LLCs and allocate the assets, liabilities, rights and...more
In a decision dated June 21 – South Dakota v. Wayfair – the Supreme Court held that no “physical presence” is required for a state to impose sales tax collection obligations on out-of-state vendors....more
7/19/2018
/ Appeals ,
Commerce Clause ,
Constitutional Challenges ,
Internet Retailers ,
Interstate Commerce ,
Out-of-State Companies ,
Physical Presence Test ,
Quill ,
Reversal ,
Sales & Use Tax ,
SCOTUS ,
South Dakota v. Wayfair ,
Substantial Nexus
On June 28, 2018, the Securities and Exchange Commission voted to amend the definition of “smaller reporting company” (SRC) to expand the number of companies eligible to take advantage of the reduced disclosure requirements...more
On May 24, 2018, Joseph Otting, the comptroller of the currency, the principal regulator of all national banks, announced in a telephonic press conference that he does not expect that the Office of the Comptroller of the...more
The meteoric rise of cryptocurrencies has created a stir in the financial and investment communities. The Securities and Exchange Commission, along with other regulatory bodies, is taking an active role in policing and...more
The Alternative Reference Rate Committee (ARRC) of the New York Federal Reserve Bank announced that the Secured Overnight Financing Rate (SOFR), a broad Treasury repo financing rate that is the ARRC’s recommended alternative...more
The recently enacted tax reform act (the Act) significantly altered the U.S. taxation of foreign income. Perhaps most prominently, the Act allows U.S. corporations to fully deduct (and thus not pay tax on) dividends received...more
3/29/2018
/ Controlled Foreign Corporations ,
Corporate Taxes ,
Income Taxes ,
International Tax Issues ,
New Legislation ,
Tax Cuts and Jobs Act ,
Tax Deductions ,
Tax Planning ,
Tax Rates ,
Tax Reform ,
Trump Administration
On March 23, 2018, President Trump signed into law the Consolidated Appropriations Act of 2018, which contains as Title VIII thereof the Small Business Credit Availability Act. ...more
On Feb. 27, 2018, Joseph Otting, the comptroller of the Currency, the principal regulator of all national banks, speaking at a conference hosted by the Structured Finance Industry Group in Las Vegas, NV, announced that the...more
The Securities and Exchange Commission (SEC) has approved a proposal by the New York Stock Exchange (NYSE) to facilitate listing on the NYSE without a prior underwritten public offering. Section 102.01B of the NYSE Listed...more
Global Regulators Increasingly Shifting Focus to Cryptocurrency -
After years of allowing cryptocurrency transactions to fly under the radar, financial market regulators are beginning to turn their attention to virtual...more
2/2/2018
/ Bitcoin ,
Cryptocurrency ,
Digital Currency ,
EU ,
Financial Markets ,
Initial Coin Offering (ICOs) ,
Investment Funds ,
New Legislation ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Securitization ,
Tax Cuts and Jobs Act ,
Tax Reform ,
Token Sales ,
Virtual Currency
The tax reform signed into law by President Trump on Dec. 22 (the Tax Act) presents public companies with several accounting and disclosure challenges. Although companies are still evaluating how they will be affected by the...more
1/2/2018
/ Corporate Taxes ,
Disclosure Requirements ,
Financial Statements ,
Form 8-K ,
Income Taxes ,
New Legislation ,
Publicly-Traded Companies ,
Reporting Requirements ,
Securities and Exchange Commission (SEC) ,
Tax Cuts and Jobs Act ,
Tax Deductions ,
Tax Planning ,
Tax Rates ,
Tax Reform ,
Trump Administration