Impact of S corp. shareholder agreements in M&A transactions
Shareholders and their advisers should be prepared to verify the validity of the S election when the decision is made to begin marketing the company for sale.
Reorganizations
Allocating previously taxed income in a Sec. 355 tax-free distribution
This discussion explores the allocation of E&P in a distribution to which Sec. 355 applies.
IRS suspends spinoff revenue rulings
The IRS announced that it is reviewing its approach to the active trade or business requirement that must be met for a five-year period for a business to qualify for a tax-free spinoff under Sec. 355 and, as a result, is suspending two revenue rulings, Rev. Ruls. 57-464 and 57-492, in which it previously ruled on the topic.
Structuring divisive reorganizations
Tax-free corporate reorganizations, or divisions, can be achieved with split-ups, splitoffs, and spinoffs. A consideration of the reason for the corporate division should guide the determination of which technique would be most beneficial.
IRS reevaluating active trade or business requirement for spinoffs
The IRS announced that it is reviewing its approach to the active trade or business requirement that must be met for a five-year period for a business to qualify for a tax-free spinoff under Sec. 355 and, as a result, is suspending two revenue rulings, Rev. Ruls. 57-464 and 57-492, in which it previously ruled on the topic.
Corporate transactions’ effect on retirement plans
This article discusses several key factors that CPAs and benefit plan advisers should consider to help successfully integrate plans during a merger or acquisition.
Upstream, downstream: Upstream C reorganizations with a drop
The transaction accomplishes a distribution of assets to the parent, which may be effected in a tax-free manner only in limited circumstances.
IRS revisits General Utilities repeal
Provisions relating to the repeal of the General Utilities doctrine may again face scrutiny.
When to use a tax-free reorganization
In some circumstances, a taxable stock sale may make more sense.
IRS announces it will rule on tax-free stock distributions
The IRS is introducing an 18-month pilot program under which it will once again issue letter rulings concerning the general income tax effects of stock distributions under Sec. 355.
Leased farmland and the active business requirement for a tax-free reorganization
Meeting the active trade or business requirement is critical to ensuring a corporation leasing farmland qualifies for a tax-free divisive reorganization.
Letter ruling provides guidance on distributions in a reorganization
The IRS ruled on how the distribution of stock is treated in a tax-free reorganization and whether there is any potential recognition of gain.
Net value requirement for tax-free reorganization treatment withdrawn
The IRS withdrew rules it proposed in 2005 that would have required certain corporate formations and reorganizations to meet net value requirements before they would qualify for nonrecognition treatment.
IRS to rule on tax-free stock distributions
The IRS is introducing an 18-month pilot program under which it will once again issue letter rulings concerning the general income tax effects of stock distributions under Sec. 355.
IRS will rule on leveraged spinoffs again
The IRS says it will again issue rulings on corporate leveraged spinoff transactions.
IRS withdraws proposed net value requirement rule
The IRS withdrew rules it proposed in 2005 that would have required certain corporate formations and reorganizations to meet net value requirements before they would qualify for nonrecognition treatment.
Potential merger incentives resulting from proposed tax reform
The House Blueprint, if enacted, may provide incentives for certain taxpayers to merge in the future.
Leveraged spinoffs removed from IRS no-ruling list
The IRS says it will again issue rulings on corporate leveraged spinoff transactions.
Proposed ‘hot dog stand’ regulations for spinoffs
The proposed regulations are intended to further limit a corporation’s ability to separate business assets from nonbusiness assets in a tax-free manner.
When Entity Simplification Is Not So Simple
Carrying over E&P from one entity to another and administrative burdens can lead to headaches down the road.
