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Taxation Mergers

Clark Hill PLC

EIN retention in healthcare M&A: How F-Reorganizations can preserve regulatory and tax continuity

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Often in healthcare transactions, retaining a federal Employer Identification Number (“EIN”) after an acquisition or restructuring is essential to the continuity of operations, regulatory compliance, and preservation of key...more

McCarter & English, LLP

Recent Amendments to the General Corporation Law of the State of Delaware

On August 1, 2025, legislation went into effect amending the Delaware General Corporation Law (DGCL) of the state of Delaware as contained in Senate Bill No. 95. The following is a brief summary of some of the more...more

DarrowEverett LLP

The Earnout Equation: Tax Tips for Both Buyers and Sellers

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Earnouts are a form of contingent consideration that the buyer of a business pays to the seller in the period following the acquisition, based on the business achieving various financial metrics related to its performance...more

Holland & Knight LLP

A Look at Transfers of Section 1202 Qualified Small Business Stock

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Section 1202 of the Internal Revenue Code provides that noncorporate taxpayers may exclude certain gains on the disposition of Qualified Small Business Stock (QSBS) held longer than the minimum required holding period. One...more

Rivkin Radler LLP

Three Big Beautiful M&A Takeaways

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It hasn’t taken long for the business world to start unpacking the implications of the newly passed One Big Beautiful Bill Act (OBBBA). While media coverage has mostly centered on its impact on individual taxpayers and the...more

Foley & Lardner LLP

Charting the Path Back to the Good Life: Unblocking the Innovation Markets in 2025

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Silicon Valley is built on the promise of innovation, but for the better part of the past three years, the innovation economy has been in a coma. It all started with runaway inflation triggering the biggest hike in the price...more

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

Husch Blackwell LLP

ESOPs for Cannabis Companies

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Employee stock ownership plans (ESOPs) have been used as a business succession strategy by employers across many industries. In the cannabis industry, ESOPs have come and gone and come again as a trendy topic promising to fix...more

Mayer Brown

Qualification de titres acquis lors d’une augmentation de capital suivie d’une cession

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La Cour administrative d’appel de Nancy confirme que la moins-value constatée lors de la cession de titres souscrits dans le cadre d’une recapitalisation préalable à la cession d’une filiale reste non déductible, ces titres...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

Clark Hill PLC

When does a converted entity or a merged entity need a new Employer Identification Number from the IRS?

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What is an EIN? An EIN is a federal tax ID number for an entity, estate, trust, or other organization. For example, the following are generally required to obtain an EIN: partnerships, limited liability companies (“LLC”),...more

DLA Piper

Trending in Transactions - Q1 2025

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Recent legislation requires that all new 401(k) plans provide automatic enrollment for all eligible participants. However, plans “established” before 2023 are generally exempt. In the mergers and acquisitions (M&A) context,...more

Farrell Fritz, P.C.

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

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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...

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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

Allen Barron, Inc.

What is an Integrated Business Services Partner?

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What is an integrated business services partner, and why is the integration of these important areas of expertise essential to your company's success?...more

Mayer Brown

Europe Daily News, 03 April 2025

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COMPETITION - Opinion of Advocate General Medina of 03 April 2025 in Case C-21/24; CP Vs. Nissan Iberia, S.A. Re: Reference for a preliminary ruling - Competition - Principle of effectiveness - Compensation for harm caused...more

Mayer Brown

Europe Daily News, 12 March 2025

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COMPETITION - Prior notification of a concentration (Case M.11746 - DSV / Schenker) - Prior notification of a concentration (Case M.11911 - ETA / SPL / SP Mobility)...more

Mayer Brown

Europe Daily News, 11 March 2025

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COMPETITION - Non-opposition to a notified concentration (Case M.11819 - Audi / Qatar Holding / Sauber Hodling) - Commission carries out unannounced antitrust inspections in the non-alcoholic drinks sector and asks for...more

Mayer Brown

Europe Daily News, 28 January 2025

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COMPETITION - Compensation for harm caused by a cartel: national legislation preventing a group action for collection may infringe EU law (See CPR No.8/25 - Judgment of the Court in Case C-253/23, ASG 2)....more

Skadden, Arps, Slate, Meagher & Flom LLP

Navigating Inbound M&A in India: An Overview

The inbound M&A landscape in India has been experiencing a significant surge of global interest over the past couple of years. While M&A activity globally has cooled, India has emerged as a destination of choice for companies...more

Conyers

Why BVI?

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The British Virgin Islands (“BVI”) are home to 361,491 active companies as of 31 December 2023. This article considers the reasons for the BVI’s popularity as a jurisdiction to structure international transactions....more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Spring 2024

Artificial intelligence is not just about chatbots. Increasingly, it is used by government for enforcement, and boards need to prepare for that, just as they need to get ready for upcoming climate disclosure requirements....more

Proskauer Rose LLP

UK Tax Round Up - March 2024

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Welcome to March’s edition of our UK Tax Round Up. This month has seen a number of interesting cases covering a range of issues, from the deductibility of costs against employment income to the place of effective management...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights Special Edition: Women’s History Month

Celebrating Women’s History Month, we present a special edition of our quarterly Insights publication, highlighting the talent and insights of women at Skadden. The issue spotlights their authorship on such topics as the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Regulatory Developments; Litigation and Enforcement

Antitrust Enforcers Are Increasingly Focused on Labor Markets, and Not Just in the Merger Context With antitrust regulators focused on competition in labor markets, companies should revisit their noncompete agreements,...more

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