Our Federal Tax Group finds the sweet spot for corporate inversions. If a U.S. corporation’s shareholders obtain between 50% and 60% of the stock, the exchange could be taxable....more
Our Federal Tax Group explores how a foreign person’s books can become relevant for U.S. tax purposes even when it has no contact with the U.S. tax system....more
Our Federal Tax Group gives a glimpse into the brave new world of selling foreign assets and stock in the wake of the Tax Cuts and Jobs Act.
- Selling a U.S. sub versus selling a CFC
- GILTI as a new option over Subpart...more
With tax cuts likely coming, it might make sense to consider establishing a C corporation for some new businesses. Our Federal Tax Group offers tax planners several different ways of thinking....more
A new Letter Ruling from the IRS brings concerns for corporations looking at a spinoff. Our Federal Tax Group breaks down the guidelines and what they mean.
- Dual-class structure
- Debt
- Delayed transfers
LTR...more
LTR 201721014 ruled that a holding company can reorganize into a partly owned subsidiary by swapping old shares for new shares of the subsidiary and then liquidating. The technique is an old one, but tends to be forgotten...more
The Tax Court’s recent opinion in Austin v. Commissioner, TC Memo 2017-69, claims to be following the Fourth Circuit’s view of the economic substance doctrine by calling it the sham transaction doctrine, saying it is an issue...more
On April 4, the Treasury released temporary regulations to attack (and prevent) inversions. Aimed at transactions designed to avoid the purposes of Sections 7874 and 367 and certain post-inversion avoidance transactions, the...more
LTR 201542004 at first seems to involve a standard spinoff for the purpose of pursuing a reverse Morris Trust combination of Controlled with a Merger Partner, with the “significant issue” for ruling being a proposed swap of...more