Category Archives: Federal Tax

Déjà Vu All Over Again – The Recurring Saga of Expiring Tax Provisions

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If you go by what Yogi Berra says, tax policy and baseball have a lot in common.  Just as we head toward the end of the regular season of baseball and hope we make it to play-offs, Congress is doing the same.  Having returned from the August recess, they are looking ahead at what they need to do to finish strong.  As for déjà vu, the atmosphere surrounding expired tax provisions is markedly similar to what it was last year around this time.  Will the result be different this year?  Maybe.  Let’s take a look at the issues and what’s happened so far. Discussions of tax reform have [...]Read more

Qualification of Certain Section 355 Spinoff Transactions Added to No-Rule List as IRS and Treasury Study the Topic

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On September 14, 2015, the government released Notice 2015-59 and Rev. Proc. 2015-43, both relating to Section 355 spinoffs. They respond to government concerns about spinoff transactions that result in the distributing corporation or the controlled corporation owning a substantial amount of cash, portfolio stock or securities, or other investment assets, in relation to the value of all of its assets and its qualifying business assets. In the Notice, the government states that it has become aware, in part through private letter ruling requests, that these transactions may present evidence of device [...]Read more

Federal Tax ADVISORY: Unusual Like-Kind Exchanges

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Don’t overlook Section 1031 to move property around affiliated groups without gain recognition. Our Federal Tax Group explains why like-kind exchanges should be part of the tax planner’s tool kit.

The advisory is provided on the Alston & Bird website:
http://www.alston.com/advisories/like-kind-exchanges/

 

A Simple Spinoff

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A simple spinoff is usually not a simple thing. LTR 201511001 is one of the few “significant issue” rulings issued by Chief Counsel (Corporate) since it stopped ruling generally on most nonrecognition transactions in Subchapter C. As spinoffs go, the transactions addressed in the ruling should  be simple, yet it took a lot of tax engineering to get to “yes”.

Read the full advisory.

The Cloudy Status of a “Profits Interest” Holder as an LLC Member

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Cumulus Radio Corp. v. Olson, U.S. Dist. Ct., C.D. Ill., March 10, 2015 The existence of federal jurisdiction in this case turned on whether an individual who held an unvested profits interest in a limited liability company (“LLC”), and whom the LLC considered a partner for tax purposes, was a “member” of the LLC under Delaware law.  The case illustrates some of the confusion commonly surrounding the nature of LLCs, LLC membership, and “profits interests.” Defendant Alpha at first admitted being a Delaware “corporation,” which, if true, would have given the court diversity jurisdiction.  [...]Read more