Reorganizations

Accounting Rules in Corporate Reorgs. Simplified

The IRS issued final regulations (T.D. 9534) intended to clarify and simplify rules concerning continuity of accounting methods and inventory methods in certain tax-free corporate reorganizations and liquidations.

Final Regs. Issued on Killer B Transactions

The IRS has issued final regulations to close a loophole (known as Killer B transactions) that allowed one or more foreign corporations involved in a triangular reorganization to repatriate earnings tax free to the United States in certain circumstances.

New "Killer B" Regulations Issued

The IRS has issued new final regulations on cross-border reverse triangular reorganizations, popularly known as “Killer B” transactions.

A Trap for the Unwary in the COI Regs.

Vagueness about how long the stock of the acquiring corporation had to be retained after the acquisition led to a significant change to the continuity of interest regulations in 1998, which eliminated the requirement that the stock of the acquiring corporation be retained post-acquisition.

Traps for the Unwary: Rollovers and the Sec. 338 Election

This item focuses on how to structure the transaction when one or more S corporation shareholders wish to roll over their S corporation investment. If structured incorrectly, a rollover can render a Sec. 338(h)(10) election unavailable.

Sec. 382 Ownership and Fluctuation in Value

For a corporation with more than one class of stock, the effects stock price fluctuations can play a significant role in determining whether use of the NOLs could become limited as a result of trading and other equity shifts.

Final Regs. Issued on Corporate Reorganizations

The IRS has issued final regulations that provide guidance regarding the effect of certain transfers of assets or stock on the continuing qualification of transactions as reorganizations under Sec. 368(a).

Deductibility of Nonqualified Deferred Compensation in Mergers and Acquisitions

Editor: Frank J. O'Connell, Jr., CPA, Esq Determining the tax treatment and timing of an employer corporation’s deduction for amounts paid under nonqualified deferred-compensation arrangements under Sec. 404 can be a daunting task, depending on the circumstances. Even if such arrangements have not triggered any of the pitfalls in Sec.

Transfers to Investment Companies: Pitfalls of Secs. 351 and 721

Editor: Anthony S. Bakale, CPA, M.Tax. In many instances, property can be contributed to an entity by its owners in exchange for ownership interests, without gain or loss being recognized on the contribution. For corporations, the general rule under Sec. 351(a) is that “no gain or loss shall be recognized

How Debt Can Become Draconian Boot in a Sec. 351 Exchange

Editor: Mary Van Leuven, J.D., LL.M. Sec. 351 allows property to be transferred to a controlled corporation by one or more persons without gain or loss recognition. Example 1: Taxpayer A contributes a building (with a $1 million basis and $3 million fair market value (FMV)) to a new corporation

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SPONSORED REPORT

Tax reform changes are now in effect

With all the recent tax law changes, this year it’s more important than ever to make sure your clients’ tax situations are squared away before year end. This report provides necessary guidance to ensure 2019 starts without a hitch.

DEDUCTIONS

Understanding the new Sec. 199A business income deduction

The new deduction allows certain business owners to keep pace with the significant corporate tax cut provided by the Tax Cuts and Jobs Act.