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.
Formation, Liquidation & Reorganization
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.
Tax-efficient dispositions of assets
This article discusses ways taxpayers can structure transactions according to the form that has the most beneficial tax result.
Proposed rules would govern built-in gains and losses
The IRS issued proposed regulations that provide a safe harbor for corporations to calculate built-in gains and losses after an ownership change.
Built-in gains and losses subject of new proposed regs.
The IRS issued proposed regulations that provide a safe harbor for corporations to calculate built-in gains and losses after an ownership change.
Application of new life insurance reportable policy sale rules to M&A transactions
Recently issued proposed regulations on the transfer of life insurance contracts create significant uncertainty regarding their application to tax-free asset acquisitions.
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.
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.
Substantive consolidation: A tale of two cases
Because there is no clear statutory guidance for how a bankruptcy judge determines if a trustee’s request to apply substantive consolidation should be granted, each case is different.
