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Section 367

Partnership Abuse of Entity Rule Invoked in Section 367(d) Outbound IP Transaction

May 15, 2019 By Edward Tanenbaum, Jasper L. (Jack) Cummings, Jr. and Daniel Reach

Our International Tax Group explores a recent, heavily redacted Chief Counsel Advice applying the partnership abuse of entity rule to a Section 367(d) outbound IP transaction. Outbound IP transfers and Section 367(d) The partnership abuse of entity rule Interaction between the partnership abuse of entity rule and Section 367(d) successor rules Read the full advisory here. [...]Read more

Filed Under: International - Outbound, Partnerships Tagged With: international tax, Section 367

Treasury Would Overhaul 2016 Regulatory Guidance

October 16, 2017 By Edward Tanenbaum and Heather Ripley

With tax reform on the horizon, Treasury takes aim at three sets of regulations with clear cross-border implications. Our International Tax Group explains the department’s recommendations to scrap much of Section 385 and overhaul Sections 367 and 987. Revoking the Section 385 documentation rules Expanding the active business exception to foreign goodwill under Section 367 Deferring transition rules under Section 987 to 2019 Read the full advisory here. [...]Read more

Filed Under: International Tax Advisory Tagged With: business exception to foreign goodwill, deferred transition rules, Department of Treasury, foreign goodwill, Section 367, Section 385, section 987, tax reform, Treasury, Treasury Department

Killing the Killer B: The Treasury and IRS Issue a Sixth Set of Rules on Killer B Transactions

December 15, 2016 By Jasper L. (Jack) Cummings, Jr. and Stefanie Kavanagh

The Treasury looks to slay Killer B transactions with its newest rules. Our International Tax Group follows the trail of glitches in the regulation.

Read the full advisory here.

Filed Under: International Tax Advisory Tagged With: Acquiring A, Advisory, CFC, E&P, Earnings and Profits, foreign corporation, international tax, IRS, Issuer A, Killer B, Notice 2014-32, Notice 2016-73, REg 1.367(b)-10, Section 301, Section 367, Section 956, stock-for-stock B, Treasury

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

Taxpayers Can Be Somewhat “GRAteful” for New Rules on Gain Recognition Agreements

November 26, 2014 By Heather Ripley

This November the IRS has given some taxpayers subject to reporting on outbound property transfers to foreign corporations something to be thankful for. Under Section 367(a) of the Code, if a US person transfers property to a foreign corporation in a Section 332, 351, 354, 356, or 361 transfer or exchange, the foreign corporation generally is not treated as a corporation for purposes of determining the US transferor’s gain on the transfer. This rule typically means that the US person will recognize gain on what would otherwise be a non-taxable transfer. The regulations offer exceptions [...]Read more

Filed Under: International - Outbound Tagged With: foreign corporation, gain recognition agreement, outbound liquidation, reporting, Section 367

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