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Tax Planning Reorganizations

Venable LLP

Type F Reorganizations: General Overview and the Problem of Dissenting Shareholders

Venable LLP on

Choosing the type of entity to form and where to form it are two of the most common early legal decisions that founders make when they start their own businesses. Founders typically register their companies in the state where...more

K&L Gates LLP

The Inside Basis: Potential Pitfalls of F-Reorganizations

K&L Gates LLP on

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

A&O Shearman

Proposed regulations provide guidance regarding certain aspects of spinoffs and reorganizations

A&O Shearman on

On January 13, 2025, the U.S. Treasury Department (the “Treasury”) and the Internal Revenue Service (the “IRS”) issued proposed regulations (REG-112261-23 and REG-112261-24) adding and amending parts of the regulations...more

Cadwalader, Wickersham & Taft LLP

IRS and Treasury Issue Proposed Regulations on Tax-Free Reorganizations, Spin-Offs

On January 13, the U.S. Treasury and Internal Revenue Service released long-awaited proposed regulations governing the treatment of certain features of tax-free corporate spin-off and split-off transactions.  The IRS and...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

Greenberg Glusker LLP

F Reorganizations: The Good, The Bad, and the Wasteful

Greenberg Glusker LLP on

I. Introduction F reorganizations, much like the game of Othello, can take a minute to learn but a lifetime to master. They are often a critical part of structuring the purchase and sale of S corporations. As part of an F...more

Miller Nash LLP

Today in Tax: Tax Proposal Could Shake Up M&A For Corporations With Preferred Stock

Miller Nash LLP on

Brief commentary on the recent developments, cases, rulings, notices, and related federal tax guidance. Biden Administration Budget Proposal May Limit Tax-Free Reorganizations for Corporations with Preferred Stock...more

Miller Nash LLP

Today in Tax: Foreign Account Reporting Requirements and Divisive Tax-Free Reorganizations

Miller Nash LLP on

FBAR Noncompliance Leads to More Severe Penalties in the 5th Circuit Penalties for FBAR violations can be severe if applied on a per-account basis, as opposed to a per-form basis. However, a taxpayer with “reasonable cause”...more

Skadden, Arps, Slate, Meagher & Flom LLP

Build Back Better Act Would Change Monetization Playbook for Tax-Free Spin-Offs

If enacted in its present form, the Build Back Better Act (BBBA) would amend the U.S. tax code’s rules for tax-free spin-off and split-off transactions (spin-offs), imposing significant restrictions on a parent company’s...more

Cadwalader, Wickersham & Taft LLP

RMTs Roll On: Case Study on AT&T’s RMT Deal with Discovery

Earlier this week, AT&T and Discovery announced the proposed $43 billion merger of WarnerMedia with Discovery through a Reverse Morris Trust transaction, in what is the largest deal of 2021 thus far. Read the Cadwalader Tax...more

Gerald Nowotny - Law Office of Gerald R....

THE ACCIDENTAL ENTREPRENEUR PART III

Optimal corporate set up for reorganizing existing benefits or new business owners....more

Gerald Nowotny - Law Office of Gerald R....

THE ACCIDENTAL ENTREPRENEUR PART III

Nowotny On Death and Taxes episode #23, The Accidental Entrepreneur Part III is regarding the tax benefits and possibilities of the optimal corporate set up for existing and new business owners. ...more

Morgan Lewis

Beware of Debtor Tax Traps in Restructuring and Bankruptcy

Morgan Lewis on

The economic outcome from the coronavirus (COVID-19) pandemic is still uncertain but is likely to remain catastrophic in many respects. Of late popular name brands and companies have filed for bankruptcy as stay-at-home...more

Troutman Pepper Locke

Investment Management Update – Exit Strategies

Troutman Pepper Locke on

Gregory J. Nowak, a partner and practice leader for hedge funds in Pepper Hamilton’s Funds Services Practice Group, hosts a monthly webinar series for West LegalEdcenter. This month, Mr. Nowak, is joined by Richard Juliano,...more

Troutman Pepper Locke

Investment Management Update – Exit Strategies (PowerPoint Slides)

Troutman Pepper Locke on

Gregory J. Nowak, a partner and practice leader for hedge funds in Pepper Hamilton’s Funds Services Practice Group, hosts a monthly webinar series for West LegalEdcenter. This month, Mr. Nowak, is joined by Richard Juliano,...more

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