On May 28, 2025, in Soroban Capital Partners LP v. Commissioner (T.C. Memo 2025-52) (“Soroban II”), the Tax Court held the active role of limited partners in a fund manager caused them to fail to qualify as “limited partners”...more
On May 22, 2025, the House of Representatives passed the draft tax legislation (the “Revised House Draft Bill”). The Revised House Draft Bill contains certain changes to the original bill that was released on May 12, 2025 by...more
On May 12, 2025, the House Ways and Means Committee released an updated text of draft tax legislation (the “House Draft Bill”)...more
On May 12, 2025, House Republicans unveiled a comprehensive 389-page package of tax provisions, setting the stage for a significant tax bill to be debated in the coming weeks. Dubbed the “One Big Beautiful Bill,” this...more
On December 2, 2024, the U.S. Department of the Treasury (“Treasury”) and the Internal Revenue Service (the “IRS”) published final regulations (the “Final Regulations”) on section 752 regarding the allocation of partnership...more
On January 20, 2025, the White House issued a memorandum (the “Memorandum”), announcing that the “Organization for Economic Co-operation and Development (OECD) Global Tax Deal” (the “Global Tax Deal”) has “no force or effect...more
1/23/2025
/ BEPS ,
Corporate Taxes ,
International Tax Issues ,
IRS ,
OECD ,
Tax Credits ,
Tax Liability ,
Tax Planning ,
Tax Reform ,
Trump Administration ,
U.S. Treasury
Section 1402(a)(13) of the Internal Revenue Code provides that the distributive share of “limited partners, as such” from a partnership is not subject to self-employment tax.[1] Managers of private equity and hedge funds are...more
Since the enactment of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) on March 27, 2020, millions of businesses have applied for and received a Paycheck Protection Program (the “PPP”) loan from the...more
On April 23, the Treasury Department and the Internal Revenue Service (the "IRS") issued helpful proposed regulations under section 512(a)(6) of the Internal Revenue Code (the "proposed regulations"). Section 512(a)(6) was...more
Last week, in McKelvey v. Commissioner¸ the U.S. Tax Court held that the extension of a typical variable prepaid forward contract (“VPFC”) did not give rise to a taxable exchange to the obligor because a VPFC is solely an...more
On October 13, 2016, the Treasury Department and the Internal Revenue Service issued final and temporary regulations under section 385 of the Internal Revenue Code. The final and temporary regulations recharacterize certain...more
11/2/2016
/ Acquisitions ,
Bifurcation ,
Corporate Taxes ,
De Minimus Quantity Exemption ,
Debt Instruments ,
Debt-Equity ,
Disregarded Entities ,
Distribution Rules ,
Expanded Group Instruments (EGIs) ,
Income Taxes ,
Internal Revenue Code (IRC) ,
IRS ,
New Regulations ,
S-Corporation ,
Section 385 ,
Securities ,
Stocks
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
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 ,
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