Private Equity, IRS, Investment Management

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

Morrison & Foerster LLP on 6/11/2025

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

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

Rivkin Radler LLP on 6/11/2025

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

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

Troutman Pepper Locke on 6/5/2025

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

Another Appeal Adds Fuel to the Limited Partner SECA Tax Debate

Cadwalader, Wickersham & Taft LLP on 5/29/2025

Denham Capital Management LP (“Denham”), a private equity firm, has appealed the recent U.S. Tax Court decision that declined to revisit its interpretation of the “limited partner exception” under the Self-Employment...more

The IRS Takes Aim at Basis Adjustments in Partnership Transactions

Skadden, Arps, Slate, Meagher & Flom LLP on 6/25/2024

On June 17, 2024, the IRS issued three pieces of guidance addressing certain “basis-shifting” transactions in the context of related-party partnerships: In new proposed regulations, the IRS identified several...more

IRS Rolls Out Long-Planned Strategy Targeting Large Partnerships and High-Wealth Individual Taxpayers

Skadden, Arps, Slate, Meagher & Flom LLP on 9/13/2023

On September 8, 2023, Internal Revenue Service (IRS) Commissioner Danny Werfel announced the rollout of a coordinated enforcement strategy that will involve audits of returns filed by 75 of the largest partnerships operating...more

Tax Court Holds Indirect Grant of Profits Interest To Be Non-Taxable, Citing IRS Guidance

Skadden, Arps, Slate, Meagher & Flom LLP on 5/11/2023

On May 3, 2023, the U.S. Tax Court upheld a taxpayer’s reliance on Revenue Procedure 93-27 to characterize as a profits interest a partnership interest granted in exchange for services that were provided indirectly for the...more

IRS Gets “Bageled” in Tax Court Over Family Office Expenses

Williams Mullen on 9/28/2018

A recent case, Lender Management LLC v. Commissioner of Internal Revenue, T.C. Memo. 2017-246, has created a window of opportunity for family offices to restructure their affairs and potentially deduct certain family office...more

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