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Limiting capitalization

Alston & Bird LLP
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USA
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May 13 2013

LTR 201319009 seems to be an odd ruling, because the taxpayer sought a ruling that it had to capitalize certain costs of an acquisition through use

Proposed legislation and pending corporate guidance

Alston & Bird LLP
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USA
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May 1 2013

At a recent D.C Bar Tax Section Corporate Tax Committee meeting, panelistsincluding a Treasury representativediscussed some of the Administration’s

World’s longest letter ruling

Alston & Bird LLP
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USA
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November 1 2012

LTR 201240017 is the world’s longest letter ruling, 111 pages in PDF format

CERT regulation proposed

Alston & Bird LLP
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USA
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September 17 2012

Twenty three years after it was enacted in 1989, the Treasury issued proposed regulations interpreting section 172(h), the corporate equity reduction transaction (CERT) loss carryback disallowance rule dating from the heyday of the leveraged buyouts

F reorganizations and double dummies

Alston & Bird LLP
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USA
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September 1 2012

LTR 201222014 ruled that persons contributing property to a new corporation in exchange for stock can form a control group with other persons contributing the stock of another corporation (target), and therefore enjoy Section 351 nonrecognition treatment

Reverse acquisitions and tax insurance

Alston & Bird LLP
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USA
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July 25 2012

LTR 201228002 involves a plain vanilla group structure change in a consolidated group owned by a foreign parent

Avoiding the section 338 consistency rules

Alston & Bird LLP
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USA
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April 9 2012

LTRS 201213013 and 201214012 are the same ruling, evidently issued to a buyer and a seller, in the common scenario where the seller consolidated group wants to sell subsidiary stock and the buyer wants to buy assets and obtain a cost basis; both taxpayers got what they wanted, including placing the target corporation into the buying consolidated group, without having a qualified stock purchase and thereby avoiding the consistency rules

Spinoff can use corporate name

Alston & Bird LLP
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USA
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March 6 2012

LTR 201203004 rules favorably on a spinoff of Controlled to public shareholders in which Controlled will be allowed to use in its corporate name the trade name of Distributing, which will be licensed to Controlled by Distributing

Monetizing losses

Alston & Bird LLP
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USA
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January 23 2012

LTR 201203004 illustrates how to split up a public company’s two businesses, while monetizing the tax losses of one of the businesses so that it can have a better chance to survive

Top up options

Alston & Bird LLP
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USA
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January 11 2012

This article considers the intersection of the corporate law tool known as the “top up option” with the Internal Revenue Code’s section 338, which permits an election that can be favorable after certain corporate stock purchases