Preserving Deferred Tax Assets in a Capital Raise
Now that the scurrying around and worrying relative to developments impacting the Corporate Transparency Act (“CTA”) that were coming at us with laser speed are on a slow simmer, I can turn my attention back to my multi-part...more
The Centers for Medicare & Medicaid Services (“CMS”) released a final rule on November 15, 2023 (published on November 17, 2023) (the “Rule”), requiring greater skilled nursing facility (“SNF”) ownership transparency. The...more
On November 15, 2023, the Centers for Medicare & Medicaid Services (CMS) issued a Final Rule that will require skilled nursing facilities (SNFs) to disclose an expanded array of ownership, managerial, and control information...more
A corporation’s net operating losses (NOLs)are important assets that can be used to reduce future taxable income. But certain changes in a corporation’s ownership can significantly reduce the value of those NOLs....more
On September 9, 2019, the U.S. Department of the Treasury issued proposed regulations that would limit the ability of certain corporations to utilize prior year losses, potentially increasing the tax burden of such...more
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
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
On September 9, 2019, the U.S. Treasury Department (Treasury) and the Internal Revenue Service (IRS) issued proposed regulations (the Proposed Regulations) that, if finalized, would significantly change the way corporations...more
Proposed regulations, if adopted, would impose substantial restrictions in many cases on a corporation's use of existing net operating losses and similar tax attributes after a substantial change in ownership. On September...more
Taxpayers looking to utilize net operating losses (NOLs), excess interest carryovers and certain other tax attributes need to be cognizant of the rules that could limit or eliminate them, including section 382. Section 382...more
Section 385 Proposed Regulations — Impact on Related-Party Financing - Section 385 has been in the Internal Revenue Code since 1969. It was enacted to provide guidance for whether to classify an interest in a corporation...more
In December 2015 (following years of sporadic and seemingly random criticism) of shareholder protection arrangements, the Board of Governors of the Federal Reserve System issued guidance that the Federal Reserve “may” object...more
Traditional rights plans are adopted to protect companies against hostile takeover actions. However, in the current distressed environment, where energy stock prices have plunged and many companies have incurred significant...more