A host of new issues have arisen in merger-and-acquisition transactions because of
the unpredictable business environment caused by changes in the law in response
to the COVID-19 pandemic. This article discusses some of the pandemic-related
concerns buyers and sellers will have in M&A transactions, and the additional safeguards
and procedures participants should take to deal with these concerns.
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TOPICS
C Corporation Income Taxation
GILTI rules address income subject to high foreign tax rate
The IRS issued final regulations under the global intangible low-taxed income (GILTI) rules on the treatment of income subject to a high rate of foreign tax. At the same time, the IRS issued proposed rules conforming the GILTI high-tax exception rules with the Subpart F high-tax exception.
Consolidated groups get NOL guidance
The IRS issued proposed and temporary regulations explaining how consolidated groups should apply the changes to the net operating loss rules enacted by the CARES Act.
IRS says PPP expenses nondeductible, but AICPA disagrees
The IRS issued guidance clarifying that a deduction is disallowed for expenses for payroll costs, mortgage interest, rent, utilities, and other interest on debt obligations to the extent they are being reimbursed by loans forgiven under the Paycheck Protection Program.
Characterizing multistep transactions: Form can make the difference
This discussion explores the step transaction doctrine and the facts, analysis, and rulings of Rev. Ruls. 2001-46 and 2008-25, then analyzes the rulings to illustrate how form can make a difference
in multistep transactions.
Beware the personal holding company tax
Closely held corporations must test whether the personal holding company tax applies and what measures to take to avoid it.
Tax savings opportunities from the CARES Act
This article summarizes business and individual tax provisions of the CARES Act, emergency legislation designed to speed relief to employers and individuals who are struggling due to the COVID-
19 pandemic.
Liquidity and cash management strategies during a pandemic
The CARES Act creates several opportunities for businesses to shore up cash flow.
Top 10 business income tax planning ideas for the pandemic
Right now, some basic tax planning ideas can make a significant difference in reducing income tax, thereby increasing cash flow and even creating tax refund opportunities.
Proposed regs. explain disallowed transportation fringe benefits
The IRS issued proposed regulations implementing changes to Sec. 274 that disallow a deduction for the expense of any Sec. 132(f) qualified transportation fringe provided to an employee, effective for amounts paid or incurred after Dec. 31, 2017.
Leave-based donation program available during pandemic
The IRS announced that employers may make donations this year to charitable organizations that provide relief to COVID-19 pandemic victims in exchange for personal leave that their employees forgo.
Elective capitalization as a TCJA planning tool
Taxpayers whose overall tax position in a given year would benefit from accelerating gross income or from converting current deductions into capital expenditures should consider the elective capitalization provisions of Sec. 266.
IRS issues Form 7200 for advance payment of employer tax credits, explains employee retention credit
The IRS issued a new form and instructions for employers to use to obtain advance payments of three tax credits that were created to help businesses cope with the coronavirus pandemic.
Hedging transactions: Timing of gain or loss
While the U.S. federal income tax rules generally provide comprehensive instruction on tax hedging transactions, ambiguity remains regarding the timing for transactions intended to hedge anticipated, but unfulfilled, transactions.
Deduction limitations of Sec. 162(m) to compensation paid by partnerships in Up-C and UPREIT structures
Proposed regulations change the paradigm for the tax treatment of compensation paid by a partnership situated below a publicly held corporation in an Up-C or UPREIT structure.
Disallowance of deduction for FDIC premiums under Sec. 162(r)
No deduction may be claimed for FDIC premiums paid or accrued by taxpayers with total consolidated assets of $50 billion or greater.
Final regs. clarify when interest in corporation is stock vs. debt
The IRS has issued final regulations addressing when certain related-party interests in corporations should be treated as stock vs. debt.
Proposed rules govern deductions and reporting for restitution
The IRS issued regulations explaining the allowance of deductions for certain fines and penalties under Sec. 162(f) as amended by the law known as the Tax Cuts and Jobs Act.
AICPA challenging nondeductibility of PPP-related expenses
The IRS issued guidance clarifying that a deduction is disallowed for expenses for payroll costs, mortgage interest, rent, utilities, and other interest on debt obligations to the extent they are being reimbursed by loans forgiven under the Paycheck Protection Program.
Do a business’s charitable contributions reduce its QBI deduction?
A search of T.D. 9847 yields no discussion of whether the deduction for charitable contributions should be included in the computation of QBI.
TAX PRACTICE MANAGEMENT
2025 tax software survey
AICPA members in tax practice assess how their return preparation software performed during tax season and offer insights into their procedures.
