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Private Equity › S-Corporation

K&L Gates LLP

The Inside Basis: Potential Pitfalls of F-Reorganizations

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On this episode of The Inside Basis, host Randy Clark discusses some common issues in F-reorganizations involving S-corporations, a popular structural approach used in private equity transactions....more

Mintz - Tax Viewpoints

F-Reorgs: How Buyers’ and Sellers’ Favorite ‘F Word’ Optimizes M&A and Private Equity Transactions Involving S Corporations

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In M&A and private equity transactions, buyers and sellers are consistently looking for ways to maximize value, which requires a critical focus on structuring the transaction in a tax-efficient manner. This pursuit of tax...more

Levenfeld Pearlstein, LLC

Are Partner Retirement or Withdrawal Provisions in Governing Documents Subject to Section 409A of the Internal Revenue Code?

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As part of our ongoing series on tax issues for accounting firms, this article provides information on retirement or deferred compensation arrangements, the related rules of Section 409A of the Internal Revenue Code, and how...more

Alston & Bird

Equity Rollovers

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Our Federal Tax Group sheds light on the tax consequences of a common merger and acquisition (M&A) transaction for both selling and retaining an interest in a business. Proactive tax planning is the best way to ensure...more

Foley & Lardner LLP

The Tax Man Cometh: Tax Perils in Physician Recapitalization Transactions

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Physician recapitalization transactions are complex by nature and often present myriad issues. At Foley, in our representation of both investors in, and sellers of, physician practices, we note how often tax issues become...more

Rivkin Radler LLP

New York’s Pass-Through Entity Tax, F Reorgs, and the Sale of An Electing S Corp

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Timing- I had planned to post this piece during the third week of December, a day or so after the exchange between Senator Manchin and the White House sealed the fate of the Build Back Better plan, at least in its current...more

Rivkin Radler LLP

Selling to Private Equity? Maybe You Should “F Reorg” First

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Having Fun? Hope you had a decent weekend. Perhaps you did something interesting, maybe even fun, like some end-of-season apple picking? Or maybe you had a cider donut with some hot coffee at a farm stand you stumbled upon...more

Herbert Smith Freehills Kramer

Proposed Tax Law Amendments and Tax Increases May Impact Private Equity and M&A Deals

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The House Ways and Means Committee recently released legislative proposals as part of the “Build Back Better” reconciliation legislation that the committee is currently developing (the Proposed Legislation). The Proposed...more

Herbert Smith Freehills Kramer

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

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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

Ward and Smith, P.A.

So You've Been Watching (and Cringing at) HBO's "Succession"?

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Let's discuss some less-dramatic exit options for business owners (when they want to step away). You may not run a global media conglomerate, but even closely held business owners (and perhaps especially closely held...more

Williams Mullen

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

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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

Vedder Price

Tax Reform: Impact on Private Equity and M&A

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On December 22, 2017, new tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Act”) was signed into law. The Act represents a major overhaul of the U.S. federal tax system and includes many new provisions,...more

Morgan Lewis

Impact of New Tax Regulations on Intercompany Debt Obligations

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The final, temporary, and proposed regulations issued by the Internal Revenue Service on October 13 relating to intercompany debt obligations between members of an affiliated group of corporations under Section 385 of the...more

Mintz

Tax Law Changes Favorable to Venture Capital and Private Equity Investors

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The “Protecting Americans from Tax Hikes” (PATH) Act was recently signed into law, and two provisions in particular benefit venture capital, private equity, and other investors owning or planning to purchase a corporation....more

Sheppard Mullin Richter & Hampton LLP

Equityholder's Strategy for Shifting Tax Burdens to Creditors Upheld by Third Circuit

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In re Majestic Star Casino, LLC, F.3d 736 (3rd Cir. 2013), the U.S. Court of Appeals for the Third Circuit broke from other courts by holding that S corporation status (or "qualified subchapter S subsidiary" or "QSub" status)...more

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