An IRS letter ruling confirmed that a subsidiary member of a consolidated group remains a part of the group and its consolidated return despite being in receivership under a court order that requires its eventual liquidation and dissolution.
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Topics
Formation, Liquidation & Reorganization
Choice-of-entity analysis with the TCJA sunset approaching
Educators as well as practitioners can model the tax effects of choice of entity and possible scenarios of tax law change.
Exposing the hidden disqualified individuals of Sec. 280G
Potential denial of a deduction for the corporation and an excise tax on individuals receiving “excess parachute payments” could pose a hazard as a company approaches a change in control.
Sec. 338(g) elections for foreign corporations and ‘creeping acquisitions’
Electing a qualified stock purchase can offer advantages when acquiring a foreign target corporation but also present a pitfall when it is done in stages.
Recent developments in Sec. 355 spinoffs
Tax-free reorganizations under Sec. 355 may pose unforeseen complications, including implications for the new corporate alternative minimum tax and stock repurchase excise tax.
Liquidating a controlled subsidiary tax-free
A parent corporation does not recognize gain or loss on its subsidiary’s liquidation and can succeed to certain of its tax benefits.
M&A transactions: The value of sell-side tax diligence
This item highlights how sell-side tax diligence can mitigate risks.
Capital loss rules limit deduction of fees paid to terminate merger agreement
Chief Counsel Advice provides insight to taxpayers planning or negotiating merger-and-acquisition transactions.
Freezing stock value with a corporate recapitalization
A corporate recapitalization can freeze the value of the owner’s stock, potentially reducing the owner’s estate tax liability by removing future appreciation in the value of stock from the owner’s estate.
E&P planning opportunities when acquiring subsidiaries
The tax impact on future shareholder distributions should be considered prior to liquidating an acquired subsidiary.
Critical valuation issues that arise in common corporate transactions
This discussion provides an overview of some of the critical valuation issues that arise in Secs. 351, 332, and 338.
Acceleration of deferred revenue in M&As
Sec. 451(c) should be considered when structuring such M&A transactions — including special rules
relating to short tax years of 92 days or less.
Handling tax issues related to noncompete agreements
Covenants not to compete can protect a company’s interest as long as they are drafted in an appropriate manner, but their 15-year amortization period can cause issues.
Planning for an IPO: Is your tax department prepared?
Depending on the IPO structure, the company may need to provide tax accruals for additional reporting periods or updates to existing financial statement disclosures.
The built-in gains tax
The built-in gains tax applies to C corporations that make an S corporation election, and it can
be assessed during the five-year period starting with the first tax year for which the S election is effective.
Summary of tax rules for liquidating corporations
If a corporation is terminating or intending to convert to an LLC taxed as a partnership, the liquidation regulations will apply.
Private equity and F reorganizations involving S corporations
The M&A market is poised to regain its pre-COVID-19 activity levels as many business owners seek to exit closely held businesses or explore alternatives. One popular transaction that could emerge is Sec. 368(a)(1)(F) reorganizations F reorganizations) of S corporations.
State and local considerations in using an F reorganization to facilitate an acquisition
Foresight of the potential state tax implications of an F reorganization will allow a seller to evaluate the lesser-known hazards.
Mergers and acquisitions during the COVID-19 pandemic
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.
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.
employee benefits & pensions
Profits interests: The most tax-efficient equity grant to employees
By granting them a profits interest, entities taxed as partnerships can reward employees with equity. Mistakes, however, could cause challenges from taxing authorities.
