News & Analysis as of

Private Equity Internal Revenue Service Investment Funds

Cadwalader, Wickersham & Taft LLP

Tax Court Denies SECA Exception to Soroban

The Tax Court recently ruled for the IRS in another case involving the “limited partner exception” under the Self Employment Contributions Act (SECA). Code Section 1402(a)(13) generally exempts the distributive share of...more

Morrison & Foerster LLP

Tax Court’s Decision in Soroban—Potential SECA Tax Implications for Management Fee Income

On May 28, 2025, the U.S. Tax Court issued its decision in Soroban Capital Partners LP v. Commissioner (T.C. Memo 2025-52) (“Soroban”), holding that “limited partners” of a management company organized as a Delaware limited...more

Rivkin Radler LLP

The Limited Partner Exclusion From Self-Employment Tax – But Who Is A Limited Partner?

Rivkin Radler LLP on

An Agency Under Siege - The mission statement of the IRS reminds taxpayers that it is their responsibility to understand and meet their tax obligations, while it is the role of the IRS to “enforce the [tax] law with...more

Troutman Pepper Locke

The One Big Beautiful Bill: Initial Analysis of Key Provisions for Private Equity Funds and Their Portfolio Companies

Troutman Pepper Locke on

On May 22, the House of Representatives passed H.R. 1, the budget reconciliation bill known as the One Big Beautiful Bill Act (the BBB). The BBB proposes amendments to the Internal Revenue Code (the Code) that could have...more

White & Case LLP

The IRS Continues Winning Self-Employment Contributions Act (SECA) Tax Against Limited Partners in Private Equity and Hedge Funds

White & Case LLP on

Recently, the Internal Revenue Service ("IRS") has successfully asserted that limited partners in private equity and hedge funds that are organized as limited partnerships were subject to tax under the Self-Employment...more

Troutman Pepper Locke

The One Big Beautiful Bill: Initial Analysis of Key Provisions for Investment Funds and Sponsors

Troutman Pepper Locke on

On May 22, 2025, the House of Representatives passed H.R. 1, the budget reconciliation bill known as the One Big Beautiful Bill Act (the Tax Bill). The Tax Bill proposes amendments to the Internal Revenue Code (the Code) that...more

Cadwalader, Wickersham & Taft LLP

Tax Proposals Bid Adieu to Carried Interest

On February 6, 2025, the Trump Administration announced various tax and budgetary priorities discussed further here, including closing the “carried interest loophole.”  On the same day, Democrats in the House and Senate...more

Seward & Kissel LLP

Carried Interest in the Crosshairs…Again

Seward & Kissel LLP on

On February 6, 2025, Democratic Senators and Representatives proposed the Carried Interest Fairness Act, which would treat carried interest as ordinary income. Additionally, on the same day President Trump met with...more

Hogan Lovells

Another U.S. IRS Victory in the Self-Employment Tax Arena: Denham Capital Management

Hogan Lovells on

For those keeping score at home, it’s currently two wins for the IRS in as many years, and nada/zilch/zero for the fund managers, at least when it comes to the limited partner exception for self-employment taxes (the “Limited...more

Foley & Lardner LLP

Tax Court Reaffirms Soroban Holding that “Active” Limited Partners are Subject to Self-Employment Tax

Foley & Lardner LLP on

On December 23, 2024, the Tax Court ruled in Denham Capital Management LP v. Commissioner (T.C. Memo. 2024-114), that limited partners that actively participated in the activities of a fund manager formed as a state law...more

Herbert Smith Freehills Kramer

Final Treasury Regulations Issued Addressing the Application of Section 1061 to Carried Interests

On Jan. 8, 2021, the Department of the Treasury (Treasury) and the Internal Revenue Service (the Service) issued final regulations (Final Regulations) (T.D. 9945) governing the treatment of “carried interests” (also referred...more

Jackson Walker

Proposed Treasury Regulations Address Private Equity Management Fee Waivers and Profits Interests

Jackson Walker on

The Internal Revenue Service ("IRS") and Treasury Department recently released proposed regulations under section 707(a)(2)(A) of the Internal Revenue Code of 1986 (the "Code) addressing the issuance of certain interests in...more

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