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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

Skadden, Arps, Slate, Meagher & Flom LLP

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

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

Herbert Smith Freehills Kramer

Funds Talk: June 2017 - The IRS Resumes Issuing Private Letter Rulings on ‘Leveraged’ and ‘North-South’ Spinoffs

The IRS announced in May that it will resume issuing private letter rulings (PLRs) on two types of spinoff transactions — leveraged spinoffs and north-south spinoffs — that had been on its “no-rule” list since 2013. In a...more

Morrison & Foerster LLP

New IRS Guidance Limits Tax-Free Spin-Off Rulings – Implications for REIT Spin-Offs

On September 14, 2015, the Internal Revenue Service (“IRS”) issued Notice 2015-59 (the “Notice”) and Revenue Procedure 2015-43 (the “Rev Proc”; together with the Notice, the “Spin-Off Guidance”). Under the Spin-Off Guidance,...more

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