News & Analysis as of

Tax Liability Mergers

Herbert Smith Freehills Kramer

Earnout structures: Bridging valuation gaps in M&A – beware the tax complexity

With an observable increase in the use of earnout and contingent consideration structures in M&A, it is timely to consider the related tax complexity. In brief Our recent Private M&A Report highlights a rise in the use of...more

Lowenstein Sandler LLP

Section 280G Unpacked: Pitfalls and Planning for Tech Startups

In this episode of Just Compensation, Megan Monson and Jessica I. Kriegsfeld talk to Anthony O. Pergola, Vice Chair of Lowenstein’s Emerging Companies & Venture Capital practice group, about the complexities and challenges of...more

Sullivan & Worcester

Remediation of M&A REIT Targets (UPDATED)

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The past is prologue: Do REIT qualification issues close with tax years, do they persist for ten (10) years (being the sum of five (5) years on account of the Section 856(g)(3) “lock out” plus another five (5) years of...more

International Lawyers Network

Establishing a Business Entity in the Philippines (Updated)

I. Types of business entities - As a general rule, foreign equity is allowed to conduct and participate in business in the Philippines, through any of the following modes: 1. By investing in a domestic stock...more

DLA Piper

State and Local Tax Implications of Tariff Escalations by the Trump Administration

DLA Piper on

The Trump Administration’s prior announcement of a 10-percent universal tariff and 125-percent tariff on Chinese goods created a widespread impact on both businesses and consumers. In addition to the economic impact of the...more

Ankura

Navigating Change: How 2025 Tax Changes Could Affect M&A Dynamics

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In the merger and acquisition (M&A) landscape, it is crucial to consider factors beyond the transaction itself, as the 2025 calendar year is already underway. Evaluating how potential 2025 tax changes and any changes beyond...more

Mayer Brown

Taxe sur les salaires et boni de fusion

Mayer Brown on

Le Tribunal administratif de Lille retient qu’un boni de fusion doit être pris en compte dans le chiffre d’affaires pour la détermination du rapport d’assujettissement à la taxe sur les salaires d’une société holding (TA de...more

Husch Blackwell LLP

Michigan Issues Updated Guidance on Successor Liability

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The Michigan Department of Treasury recently issued updated guidance addressing successor liability in response to Mertz v. Dep’t of Treasury [Dkt. No. 365480 (June 13, 2024)], a recent case before the Michigan Court of...more

Farrell Fritz, P.C.

M&A Tax Concepts: What is a “Gross-up Payment,” and Why Does It Matter?

Farrell Fritz, P.C. on

Buying or selling a business is an exciting experience, and potentially lucrative opportunity for all parties. Most often, during the letter of intent / early negotiations phase, a “deal” is struck based primarily on economic...more

DLA Piper

Chile: Servicio de Impuestos Internos publica instrucciones sobre facultad de tasación y su aplicación a reorganizaciones...

DLA Piper on

El Servicio de Impuestos Internos (SII) dictó la Circular N°23 que imparte instrucciones sobre el nuevo texto del artículo 64 del Código Tributario. A modo de contexto, el SII tiene una facultad legal para tasar el precio o...more

DLA Piper

Chile Publishes Instructions on Appraisal Authority and its Application to Corporate Reorganizations

DLA Piper on

Chile’s Internal Revenue Service (SII) has issued Circular No. 23, providing instructions on the new text of Article 64 of the Tax Code – also known as the Tax Reform. In Chile, the SII has the legal power to assess the...more

DarrowEverett LLP

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

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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

Barnea Jaffa Lande & Co.

Knesset Committee Approves Bill Easing Tax Relief in Restructuring

The Knesset Finance Committee approved a draft bill for second and third readings to ease the conditions for tax relief during corporate restructuring. The bill was first published in the initial draft bill within the tax...more

Ankura

The Critical Importance of Tax Due Diligence in Modern Business Transactions

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In today's complex and ever-evolving business landscape, tax due diligence has emerged as a critical component of financial analysis and risk management in mergers, acquisitions, and other significant business transactions....more

Cooley LLP

What to Know Before Acquihiring a Team

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Growing companies will often use acquihires to bring in a team of new employees. This can be more efficient and effective than hiring one by one, especially if the team being brought aboard works well together and has...more

Jackson Walker

New Statute of Limitation Will Help Limit ACA Liabilities in M&A Deals, But Buyers Should Remain Diligent

Jackson Walker on

To the satisfaction of companies routinely engaged in mergers and acquisitions, U.S. Congress recently amended the tax code through the Employer Reporting Improvement Act to add a six-year statute of limitations on the...more

K&L Gates LLP

The Inside Basis: Tax Insurance in Luxembourg

K&L Gates LLP on

In our second episode of The Inside Basis, Randy Clark is joined by Marion Zeller, a tax partner in our Luxembourg office, and David Mussche, an associate director with Howden M&A's tax team, to discuss the state of tax...more

Ankura

Tax Liability Insurance - M&A and Beyond

Ankura on

During the diligence phase of a transaction, it is not uncommon for a buyer to identify potential tax liabilities that may be caused by a number of situations: uncertainty over a tax structure, an estimated fair market value...more

Kaufman & Canoles

K&C Sports & Entertainment Law Weekly Roundup - June 2024 #3

Kaufman & Canoles on

The U.S. Twirling Association and a coach must pay nearly $4.2 million to a baton twirler who was sexually assaulted as a minor during a sponsored international trip, a New York federal jury has found, saying the organization...more

McDermott Will & Schulte

[Event] Tax Symposium 2024 - May 14th - 15th, Chicago, IL

Discover the latest global developments and planning opportunities to stay ahead of the curve at McDermott’s Tax Symposium 2024. Join us in Chicago for a full day of programming designed to equip corporate tax leaders with...more

Skadden, Arps, Slate, Meagher & Flom LLP

Newly Proposed Regulations on Stock Buyback Excise Tax Largely Adopt Approach From Initial IRS Guidance

On April 12, 2024, the Treasury Department (Treasury) and Internal Revenue Service (IRS) issued proposed regulations (89 FR 25980 and 89 FR 25829) on the excise tax on stock buybacks enacted as part of the Inflation Reduction...more

International Lawyers Network

Establishing a Business Entity in the Philippines (Updated)

I. Types of business entities - As a general rule, foreign equity is allowed to conduct and participate in business in the Philippines, through any of the following modes: 1. By investing in a domestic stock...more

International Lawyers Network

Establishing A Business Entity In the Philippines (Updated)

I. Types of business entities - As a general rule, foreign equity is allowed to conduct and participate in business in the Philippines, through any of the following modes: 1. By investing in a domestic stock...more

Eversheds Sutherland (US) LLP

A dash of SALT on the deal: Key takeaways from TEI's 2023 M&A Seminar

State and local tax (SALT) issues may arise from mergers, acquisitions, or dispositions. Eversheds Sutherland Partner Todd Betor presented on Unique State Tax Issues at Tax Executives Institute’s 2023 Mergers & Acquisitions...more

Holland & Knight LLP

DIAN Colombia: No compensación de pérdidas en integración de sucursales de sociedad extranjera

Holland & Knight LLP on

En Oficio #1356 del 9 de noviembre de 2022, la Dirección de Impuestos y Aduanas Nacionales (DIAN) señaló que la integración en Colombia de dos sucursales de sociedades extranjeras, como resultado de una fusión entre sus dos...more

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