News & Analysis as of

Due Diligence Corporate Taxes

Dickinson Wright

Tax Planning Misstep? Ontario Court of Appeal Says No to Rectification

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A recent decision from the Ontario Court of Appeal is a good reminder that courts won’t bail you out just because a tax plan didn’t go as expected. In Pyxis Real Estate Equities Inc. v. Canada, 2025 ONCA 65, the Court made it...more

Latham & Watkins LLP

Demystifying Spinoffs: Complex “IPOs” With a Sophisticated Tax Overlay

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In a spinoff, a public company separates one or more of its businesses into a new, publicly traded company. For the public company that initiates it, a spinoff can achieve a number of critical business and financial...more

Sullivan & Worcester

Remediation of M&A REIT Targets (UPDATED)

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The past is prologue: Do REIT qualification issues close with tax years, do they persist for ten (10) years (being the sum of five (5) years on account of the Section 856(g)(3) “lock out” plus another five (5) years of...more

McDermott Will & Emery

Target LLCs as S Corporations: The Boilerplate Operating Agreement and the Importance of Revenue Procedure 2022-19

Many closely held businesses operate through entities classified as “S corporations,” an elective federal income tax regime that combines elements of corporate and partnership taxation. Among other reasons, S corporations are...more

DLA Piper

Top Ten State Tax Considerations for Israeli Companies Operating in the US

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Although Israeli companies operating in the US often focus on federal tax concerns, US state and local taxes (SALT) have the potential to significantly increase tax liabilities. For example, if a company does not collect...more

Husch Blackwell LLP

Michigan Issues Updated Guidance on Successor Liability

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The Michigan Department of Treasury recently issued updated guidance addressing successor liability in response to Mertz v. Dep’t of Treasury [Dkt. No. 365480 (June 13, 2024)], a recent case before the Michigan Court of...more

Opportune LLP

The Tax Factbook: A Useful Tool in a Seller’s Arsenal

Opportune LLP on

The current administration’s pro-domestic energy policies indicate an increase in M&A activity in the energy industry in 2025. As a result, sellers will be looking to find cost-effective and useful ways to maximize deal...more

Husch Blackwell LLP

IRS Cutbacks May Impact Healthcare M&A Transactions

Husch Blackwell LLP on

Kevin’s practice involves guiding clients through the complexities of federal, state, local and international taxation. Kevin routinely advises business entities, tax-exempt organizations and high net worth individuals on a...more

Ankura

The Critical Importance of Tax Due Diligence in Modern Business Transactions

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In today's complex and ever-evolving business landscape, tax due diligence has emerged as a critical component of financial analysis and risk management in mergers, acquisitions, and other significant business transactions....more

Troutman Pepper Locke

The Demystification of Employee Retention Credits for Private Equity Deals — PE Pathways Podcast

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In this episode of PE Pathways, Thao Le, Jeremy Levy, and Tom Gray discuss the intricacies and implications of employee retention tax credits (ERCs) for private equity and M&A transactions. While ERCs were created in response...more

Goodwin

Ten Issues to Consider When Acquiring a Food Business

Goodwin on

The food industry is generally considered recession-resistant and less susceptible to economic downturns than other sectors, making it an attractive investment for private equity firms seeking stable returns. The increasing...more

McDermott Will & Emery

International Legal Highlights | June 2022

EUROPEAN COMMISSION ADOPTED A PROPOSAL DIRECTIVE ON CORPORATE SUSTAINABILITY DUE DILIGENCE - On 23 February 2022, the European Commission (EC) adopted a proposal for a directive on corporate sustainability due diligence...more

Barnea Jaffa Lande & Co.

A Share Deal or An Asset Deal in Israeli Mergers & Acquisitions?

You have identified an Israeli target company to purchase. Now the question is – how to structure the acquisition? There are two traditional routes in Israeli private M&A transactions. The first is to purchase the shares of...more

International Lawyers Network

Establishing A Business Entity In Cyprus (Updated)

1. INTRODUCTION - Having been a former British colony for several years of its history (from 1878 until its independence in 1960), the legal system of the Republic of Cyprus (hereinafter “Cyprus”) follows, to a great...more

Skadden, Arps, Slate, Meagher & Flom LLP

Lessons From 2019: Impact of BEPS on Cross-Border Transactions

In 2019, a number of common themes emerged from cross-border transactions that have continued to demonstrate the impact of the 2014 Base Erosion and Profit Shifting (BEPS) actions. These themes, which we anticipate will gain...more

International Lawyers Network

Establishing A Business Entity In Cyprus (Updated)

1. INTRODUCTION - Having been a former British colony for several years of its history (from 1878 until its independence in 1960), the legal system of the Republic of Cyprus (hereinafter “Cyprus”) follows, to a great...more

Womble Bond Dickinson

Foreign Direct Investment in the US – Guidance for the European Investor

Womble Bond Dickinson on

On July 2, 2019, the Bureau of Economic Analysis released the 2018 numbers for foreign direct investment (FDI) in the US. Total 2018 FDI was $273 billion and of that figure, European investors accounted for $116 billion or...more

Bennett Jones LLP

Public Mergers and Acquisitions in Canada 2nd Edition - May 2017

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Canadian public merger and acquisition transactions in 2016 (in-bound and out-bound) comprised over C$400 billion in value with at least one-third of the transactions in Canada being fueled by foreign buyers. The second...more

Foley & Lardner LLP

Private Equity and the New Trump Administration: Your Top Ten Questions Answered

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The election of President Trump contained more than a few positive signs for Private Equity (PE) firms. Promises of a lower corporate tax environment, a ten-percent tax holiday for funds parked overseas, large infrastructure...more

Bilzin Sumberg

[Webinar] Tax Planning for Investments Into Brazil - Oct. 14th, 12:00pm ET

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Please join us on Wednesday, October 14th at 12:00pm EST for an in-depth joint presentation by tax attorneys, Jeffrey Rubinger of Bilzin Sumberg and Fernando Martins of WFaria Advogados on the cross-border tax considerations...more

Carlton Fields

Taking Your Business International

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Going international is a complicated undertaking. The steps required will depend on your specific situation and concerns. The following outlines, in very general terms, some of the issues you must consider as you begin to...more

Latham & Watkins LLP

Restructurings and Distressed Investing — Planning the Perfect Exit

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Investors must address several key issues at the outset of a restructuring to smooth the path to a successful realisation of their investment. The classic image of a restructuring situation is of the critically ill...more

Bennett Jones LLP

Directors Need to Meet High Standard to Avoid Liability

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The Tax Court of Canada again confirmed that directors of corporations will have a high burden to meet to establish a due diligence defence and avoid liability for unremitted source deductions....more

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