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Corporate Tax Planning

Proposed Sec. 367 Regs Say Goodbye to Goodwill Exception

November 23, 2015 By Heather Ripley

Citing aggressive taxpayer positions, recently proposed regulations do away with the foreign goodwill exception to gain or income recognition for outbound transfers under Section 367. The rules also restrict the type of property eligible for the active business exception. Reasons for Change Per the preamble, taxpayers interpret Section 367 and the regulations in one of two ways when claiming favorable treatment of foreign goodwill and going concern value. One interpretation argues that goodwill and going concern value are not IP within the meaning of Section 936(h)(3)(B) and thus not subject [...]Read more

Filed Under: International - Corporate Tax Planning, International - Outbound, International - Transfer Pricing, International Tax Advisory, Mergers and Acquisitions - International Tagged With: active business exception, Corporate Tax Planning, foreign corporation, foreign goodwill exception, goodwill, intangible property, IRS, outbound, proposed regulations, Section 367, section 482, temporary regulations, transfer pricing

Final Anti-Inversion Regulations Keep Strict 25 Percent Tests for Substantial Business Activities

July 9, 2015 By Heather Ripley

In June, the IRS and U.S. Treasury released final regulations under the anti-inversion provisions of Section 7874 (T.D. 9720). The final rules, effective for acquisitions completed on or after June 3, 2015, include a few changes from the regulations proposed in 2012. Most notably, the final rules retain the 25 percent bright-line tests for whether an expanded affiliated group (EAG) has “substantial business activities” in a foreign country for the purpose of determining whether the foreign parent of an inverted corporation will be treated as a “surrogate foreign corporation.” The controversial [...]Read more

Filed Under: International - Corporate Tax Planning, International Tax Advisory, Mergers and Acquisitions - International Tagged With: Corporate Inversions, Corporate Tax Planning, final regulations, inversions, Section 7874

“Nobody Loses All The Time”: Remembering Negative Precedents

March 6, 2015 By Jasper L. (Jack) Cummings, Jr.

The IRS can have a long memory when it comes to rulings and decisions against taxpayers. Even with the seemingly all-purpose economic substance doctrine in its utility belt, the IRS sometimes dusts off old precedents to attack transactions. Revenue Ruling 80-239, 1980-2 C.B. 103, and Basic, Inc. v. United States, 549 F.2d 740 (Ct. Cl. 1977) are two anti-taxpayer authorities that targeted perceived abuses that are now largely obsolete. Nevertheless, the IRS may still invoke these precedents for support in totally different situations. Taxpayers should be aware of how the IRS might use [...]Read more

Filed Under: Controversies - Federal, Corporate - Federal, Federal - Corporate Tax Planning, Federal Tax Advisory Tagged With: Basic Inc. v. United States, Corporate Tax Planning, economic substance doctrine, IRS, precedent, Rev. Rul. 80-239

Federal Tax ADVISORY: Hook Stock Split Down

July 1, 2014 By Jasper L. (Jack) Cummings, Jr. and Edward Tanenbaum

LTR 201404002 Rev. Proc. 2014-3 provides that the IRS won’t issue rulings on “the treatment or effects of hook equity, including as a result of its issuance, ownership, or redemption.” It defines hook equity as “an ownership interest in a business entity (such as stock in a corporation) that is held by another business entity in which at least 50 percent of the interests (by vote or value) in such latter entity are held directly or indirectly by the former entity.” But a recent ruling involved hook stock and predated the no-rule. LTR 201404002 involved a surprising but somewhat common [...]Read more

Filed Under: Federal - Corporate Tax Planning, Federal Tax Advisory Tagged With: Corporate Tax Planning, Section 355

International Tax ADVISORY: Taxpayer Settles for Less than 150 Percent FBAR Penalty after Jury Found Willful Failure to File

June 16, 2014 By Edward Tanenbaum and Heather Ripley

This advisory discusses United States v. Zwerner, which raised important questions not only about the FBAR penalties at issue, including their constitutionality, but also about the IRS’ administration of the Offshore Voluntary Disclosure Program.

The advisory is provided in PDF on the Alston & Bird website: http://www.alston.com/advisories/june-intl-tax/

Filed Under: International - Corporate Tax Planning, International Tax Advisory Tagged With: Corporate Tax Planning, FBAR

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