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Mergers › Internal Revenue Code (IRC) › Shareholders

Venable LLP

Type F Reorganizations: General Overview and the Problem of Dissenting Shareholders

Venable LLP on

Choosing the type of entity to form and where to form it are two of the most common early legal decisions that founders make when they start their own businesses. Founders typically register their companies in the state where...more

DarrowEverett LLP

Unlocking Tax-Free Gains: The Power of QSBS in Mergers & Acquisitions

DarrowEverett LLP on

Internal Revenue Code (IRC) Section 1202 offers a significant tax incentive for investors in qualified small business stock (QSBS). This provision allows eligible shareholders to exclude up to 100% of capital gains realized...more

Skadden, Arps, Slate, Meagher & Flom LLP

IRS Expands Scope of Private Letter Ruling Program for Spin-Offs and Other Corporate Transactions

Skadden, Arps, Slate, Meagher & Flom LLP on

On January 2, 2024, the Internal Revenue Service (IRS) released two revenue procedures updating the IRS guidelines for private letter ruling (PLR) requests, Revenue Procedure 2024-1 and Revenue Procedure 2024-3 (the 2024...more

WilmerHale

State Taxation of Qualified Small Business Stock: Federal Tax Exclusion Not Always Replicated at State Level

WilmerHale on

In the event of an M&A transaction, many stockholders plan to take advantage of the exclusion from federal taxable income of gain realized from the sale or exchange of “qualified small business stock” (QSB stock). Section...more

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