Features

Addressing Proposed Section 382 Regulations in Current M&A Transactions
These revisions will impact deal terms and valuation

In September 2019, the Internal Revenue Service (IRS) and the Treasury Department issued proposed Section 382 regulations that, when finalized, would significantly reduce the value of net operating losses (NOLs) following Section 382 ownership changes, including those that occur in connection with mergers and acquisitions.1 In particular, the proposed regulations… Read more »

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Intersection of National Security With M&A: The Committee on Foreign Investment in the United States
Why does the United States have laws that regulate M&A activity from a national security perspective, and why are those laws now getting more attention?

Once a sleepy, shadowy backwater of the federal government, the Committee on Foreign Investment in the United States (CFIUS)—the U.S. government’s principal mechanism for screening foreign investment to assess and address its potential impact on U.S. national security—has hit the big time. In the last eighteen months, Congress passed sweeping… Read more »

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A More Collaborative Tax Controversy Approach?
Strategies for Exam and Appeals

Tax executives are familiar with the scenario: Internal Revenue Service examiners are in the building and are beginning to issue information document requests (IDRs) on routine and sensitive issues. One typical taxpayer response is to go on the defensive. This approach includes not voluntarily identifying issues and transactions; responding to… Read more »

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A Tax Executive’s Guide to Spin-offs: 10 Things You Won’t See in Section 355
Advise board and officers to be careful about certain negotiations or public statements during pendency of the spin

Behind the closed doors of a corporate boardroom somewhere in America, the directors of a publicly traded company are discussing the future of their business. For many years, the company has operated two major divisions that have gradually diverged over time. These divisions (having the remarkably original names Business A… Read more »

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Data Privacy at a Crossroads
As privacy laws proliferate globally, the IRS expands its ability to seek and obtain taxpayer data

In recent years, two important legal developments have accelerated and are currently on a collision course. The first is the rapid proliferation of data-privacy laws across the globe. As explained below, these laws—such as the European Union’s recently enacted General Data Protection Regulation (GDPR)—broadly prohibit unauthorized collection and transmission of… Read more »

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Valuation Perspectives From Around the World
Increased analysis within financial reporting comes with increased levels of analysis required for tax reporting

The valuation of entities and assets is under greater scrutiny by tax authorities. Although valuation standards for tax purposes have generally lagged behind those for book purposes, new global standards require increased data, analysis, and support. This article will briefly review the developing and changing landscape and provide some practical… Read more »

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Funds With Benefits: Investing in Qualified Opportunity Zones
Are you up to date on the two sets of IRS-proposed rules on QOZs?

The Tax Cuts and Jobs Act1 created qualified opportunity zones (QOZs) to spur economic development throughout the United States by providing tax benefits to investors who make qualifying investments in these zones. Thousands of population census tracts have been designated as QOZs. Under the QOZ program, taxpayers who timely roll… Read more »

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TEI Roundtable No. 26: Diversity & Inclusion
It’s essential in the corporate tax space

We’ve been conducting roundtables and conference sessions on diversity and inclusion for several years now—and for good reason. Simply put, the subject should be top of mind and a key agenda item for our members and their organizations. To check out what’s happening as we approach 2020, we convened a… Read more »

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Claiming a Foreign Tax Credit—How Exhausted Do You Really Have to Be?
Missteps by taxpayers in this area can be costly and result in avoidable double taxation

The Internal Revenue Service recognizes that “foreign government audits of U.S. taxpayers have become more frequent and, at times, more aggressive.”1 Consequently, the number of foreign tax contests and payments made by taxpayers to resolve those contests are on the rise. The IRS has signaled through its training materials and… Read more »

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Deconstructing MAP and APA
Increased demand, new requirements to engage with IRS Examination, and efforts to come to terms with untested provisions of the TCJA have stretched APMA resources

In recent years, many taxpayers have effectively used mutual agreement procedure (MAP) cases and advance pricing agreements (APAs) to reduce or eliminate actual or potential double taxation due to inconsistent treatment of transactions with cross-border impact—most conspicuously for transfer pricing matters, but potentially for other issues as well. As the… Read more »

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