Tax

Read about the steps to implement a pre-transaction reorganization under Section 368(a)(1)(F), known as an F reorganization, on a target that is treated as an S corporation for tax purposes, which can offer significant tax benefits to buyers and sellers.

This article provides a checklist of action items for foreign companies making an initial expansion into the US, covering essential topics like choosing a business structure, navigating laws and regulations concerning immigration, employment, and taxes, and securing funding.

Read about key tax policy proposals put forth by presidential candidates  Donald Trump and Kamala Harris and what to expect on Capitol Hill from key leaders on tax policy in the 119th Congress in the latest edition of our 2024 Pre-Election Analysis series on how the November 2024 election will impact the legislative and regulatory landscape.

Read about President Biden’s recent withdrawal from the 2024 presidential election and his endorsement of Vice President Kamala Harris as the Democratic nominee, including her stance on technology, climate change, health care, and tax policy.

Draft legislation released on June 10, 2024, which concerns the implementation of Canada’s 2024 federal budget, does not extend capital gains tax relief to corporations, and it subjects private and public stock options to a higher tax rate.

Read about proposed Treasury regulations that provide guidance on the application of the stock buyback excise tax to redemptions and M&A transactions.

The highly anticipated guidance for the second round of allocations (Round Two) under the US Treasury’s §48C Qualifying Advanced Energy Project Tax Credit program was released this week pursuant to IRS Notice 2024-36, with concept papers due potentially in the next 45 days.[1] That doesn’t provide applicants much time, but those with eligible projects should strongly consider submitting a concept paper. Submission of a concept paper is required to submit a full application, and receiving a letter of discouragement from the Department of Energy (DOE) on a concept paper does not preclude an applicant from submitting a full application. Moreover, an applicant that applied for but failed to receive an allocation in the first round is not precluded from applying for an allocation in Round Two.

Canada’s 2024 federal budget, which takes effect on June 25, includes a capital gains inclusion rate increase that will also significantly affect the taxation of stock options. Option holders will get a 50% deduction for the first $250,000 in stock option employment gains and then 33 1/3% after — instead of a 50% deduction across the board.

Canada’s 2024 federal budget, which was released on April 16, includes a capital gains inclusion rate increase, changes to the lifetime capital gains exemption, and the Canadian Entrepreneurs’ Initiative proposal, which recommends a tax carve-out on some capital gains when founders of certain types of businesses sell shares of their company.

The Canadian Government released its Fall Economic Statement (“FES 2023”) on November 21, 2023 outlining the government’s fiscal update. FES 2023 focuses on housing, affordability, and fighting climate change. However, buried in the middle of the 131-page document is a paragraph highlighting a proposed tax change regarding the recent tax rules implementing Employee Ownership Trusts (“EOTs”).

This past summer, the Treasury and Internal Revenue Service (IRS) published proposed Treasury Regulations (88 FR 40528 and 88 FR 40496) under two key provisions of the Inflation Reduction Act of 2022 (IRA) designed to enable taxpayers and tax-exempt entities to monetize certain energy-related federal tax credits. Section 6417  allows certain tax-exempt and governmental entities that historically could not benefit from such tax credits to receive direct payments from the government in lieu of such tax credits. Section 6418 permits taxpayers to transfer all or a portion of certain energy-related tax credits to unrelated parties for cash. By broadening the universe of organizations that are able to make use of energy-related tax credits through the direct pay provisions and creating a more direct pathway for taxpayers interested in financing energy projects to share credits through transferability, these provisions stand to significantly expand the market for investment in energy projects.

Read about the benefits and risks of deferring the conversion of an LLC into a corporation in order to benefit from the qualified small business stock (QSBS) rules of the US tax code.

Read about pending cases docketed in the US Tax Court that are considering the application of the limited partner exclusion from self-employment tax when the limited partners in a state law limited partnership actively participate in the partnership’s business.

Read about a recent US Tax Court decision confirming that taxpayers can benefit from the “profits interest” safe harbor, set forth in Revenue Procedures 93-27 and 2001-43, which holds that the issuance of such an interest in exchange for services that benefit a lower-tier entity that is or would become a partnership is not a taxable event. 

Read about an IRS private letter ruling, which held that success-based fees in an M&A transaction were incurred by a private equity sponsor rather than by the target. The decision denied the target’s late request for a Safe Harbor Election, which permits a tax deduction of 70% of the success-based fees.

Read about IRS Notice 2023-44, which clarifies the 48C program application process and timeline following amendments to the program under the Inflation Reduction Act and an earlier notice providing application guidelines.

Read about Department of Treasury and IRS guidance regarding qualification for the 10% domestic content tax credit available to certain renewable energy projects under the Inflation Reduction Act of 2022 (IRA).

IRA Update Section 45X & Section 48C