A company that uses a reverse merger to go public generally would like to structure the merger as a tax-free reorganization.
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TOPICS
C Corporation Income Taxation
Sec. 163(I)’s “Substantial Certainty” Test and Related-Party Convertible Debt
This item summarizes the current law and discusses the facts and conclusion in Letter Ruling 201517003.
New Rules Aimed at Further Curtailing Inversions
The IRS announced new rules rules designed to curtail the ability of an inverted company to access foreign subsidiaries’ earnings without paying U.S. tax.
Recognizing and Measuring Tax Benefits From Uncertain Tax Positions
Once all uncertain tax positions have been identified, FASB Accounting Standards creates a two-step process to recognize and measure the tax benefits arising from those positions.
Tax Extender Legislation Introduced in Congress
The Consolidated Appropriations Act introduced in Congress on Wednesday would extend a large number of expired tax provisions.
IRS Finalizes Potential F Reorganization Rules
Corporations that meet six requirements will be able to effectuate F reorganizations tax-free in some cases.
New Corporate Anti-Inversion Rules Issued
The IRS announced additional rules designed to curtail the ability of an inverted company to access foreign subsidiaries’ earnings without paying U.S. tax.
Acquisition of Partnership Interest Constitutes an Expansion of Distributing Corporation’s Business
The IRS ruled that a distributing corporation’s
acquisition of an interest in a partnership was not an acquisition of a new or different business.
Proposed Regulations Would Provide Guidance for Allocation and Absorption of Losses on a Consolidated Return
Proposed regulations address an issue when there is a consolidated net operating loss.
Applicability of Sec. 1031 in Exchange of Agreements
Selling off and replacing assets could result in a possible taxable gain. A common business practice for avoiding such a gain is to engage in a Sec. 1031 exchange.
Should Some Frequent Flier Miles Be Exempt From Excise Tax?
The IRS on Thursday asked for feedback on whether frequent flier miles that are redeemed for anything other than taxable air transportation should be exempt from the Sec. 4261 excise tax.
Expired Tax Provisions: No Relief in Sight?
It’s a good time to review which provisions might get a last minute reprieve and see what legislation is pending in Congress.
Tax Planning Businesses Can Do Before Year End
Here are some suggestions to help business clients reduce 2015 taxes by accelerating deductions into this year and delaying income until next year.
IRS Expands Range of D Reorganizations, Highlights Importance of the Form of a Taxpayer’s Transaction
IRS rules expand the range of transactions that qualify as type D acquisitive asset reorganizations and signaled a greater willingness to accept a taxpayer’s chosen form of reorganization transaction.
Capitalization Not Required for Payment to Terminate Management Agreement Prior to IPO
In a Letter Ruling, the IRS concluded that a payment made to terminate a management services agreement did not create an intangible asset or facilitate a transaction.
Final Rules Govern F Reorganizations
The final rules apply a concept called a potential F reorganization, allowing the many steps of a corporate reorganization to be examined together to see if the transaction qualifies to be an F reorganization.
Rules Target Abuse of “Legging Out” of Foreign Currency Hedges
Final regulations issued on Friday clarify the tax treatment of certain terminations of qualified hedging transactions under Sec. 988.
Statute of Limitation for Tax Carryovers
It is not unusual for a taxpayer to make an error on a return that results in a misstatement of a net operating loss or a credit that is then carried forward. These mistakes might not be noticed until after the statute of limitation is closed.
IRS Prohibits Corporations From Circumventing Gain on Appreciated Property Using Partnerships
The IRS issued more regulations that take aim at transactions that attempt to avoid the repeal of the General Utilities doctrine.
Dealing With ISOs and Disqualifying Dispositions in Reorganizations
A recent Chief Counsel advice provides guidance on disqualifying dispositions of incentive stock options in reorganizations.
INDIVIDUALS
Current Developments in Taxation of Individuals: Part 1
This update surveys recent federal tax developments involving individuals, including court cases, rulings, and guidance issued during the six months ending October 2025.
