Foreign companies can realize benefits from establishing domicile in the United States if they observe structural and special rules and considerations.
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Topics
Formation, Liquidation & Reorganization
Startups and the OBBBA: Rethinking C corporation vs. passthrough
With enhanced Sec. 1202 gain exclusion, permanency of Sec. 199A, and other provisions, the calculus for entity choice has shifted.
Identifying the final C corporation and initial S corporation tax years
Rules determine allowable tax years after a C corporation elects S status.
Frequently encountered controversy issues in M&A transactions
Procedural issues involving entity change in mergers and acquisitions can be managed by attentiveness and, in many cases, relief provisions.
Dissolving business taxpayers: Selected procedural implications
Critical issues include marking returns as final, determining due dates for final returns, filing Form 966, closing IRS accounts, and handling audits of dissolved entities.
Revisiting Sec. 1202: Strategic planning after the 2025 OBBBA expansion
This powerful vehicle for excluding gain on qualified small business stock gains even more traction under new legislation.
Sec. 382 and exceptions to the segregation rules
Determining whether an ownership change under Sec. 382 has occurred can hinge on understanding the shareholder aggregation and segregation rules.
IRS renews corporate tax opportunities with letter rulings
After decades of limiting private letter ruling issues, the IRS has steadily widened its program, providing taxpayers greater certainty.
Consolidated return filing for subsidiary in receivership
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.
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.
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.
