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GST input tax credits and assumed liabilities

McMillan LLP
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Canada
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September 17 2009

On a business transfer implemented as an asset purchase, the buyer will often assume business liabilities arising in the normal course up to the time of closing

White knight fees deductible

Alston & Bird LLP
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USA
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June 1 2009

The Tax Court has ruled that a corporation can deduct a $65 million termination fee it paid to a white knight to end its obligation to be acquired by the white knight and to permit it to accept a hostile offer that produced more value for its shareholders

Notice about Section 338(h)(10) elections and state conformity

Sheppard Mullin Richter & Hampton LLP
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USA
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March 13 2009

An election under section 338(h)(10) of the Internal Revenue Code is often used to characterize the sale of stock of an S corporation as a deemed sale of all of the corporation's assets

Deduction of input VAT related to the sale of a subsidiary

Greenberg Traurig LLP
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European Union
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November 25 2009

On October 29, 2009 the European Court of Justice (case C-2908) rendered an important judgment regarding the right to deduct input VAT related to the sale of a subsidiary

Alabama’s pulp fiction: paper company’s sale of paper assets constituted non-business income

Sutherland Asbill & Brennan LLP
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USA
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March 4 2010

The Alabama Supreme Court held that the sale of an Alabama paper mill and timberlands by a company in the business of the manufacture and sale of tissue and paper-related products constituted non-business income allocable to Alabama

Selectica, Inc. v. Versata Enterprises, Inc., C.A. No. 4241-VCN (Del. Ch. Feb. 26, 2010) (Noble, V.C.)

Potter Anderson & Corroon LLP
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USA
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February 26 2010

In the first court review of a shareholder rights plan (commonly referred to as a "poison pill") designed to protect the corporation's net operating losses ("NOL"), the Court of Chancery applied enhanced scrutiny review under the Unocal standard and held that the adoption of a low-trigger NOL poison pill and the decisions to authorize the exchange of rights for common stock following a deliberate triggering of the plan and to renew the NOL poison pill (thereby "reloading" the pill) were entitled to deference under the business judgment rule

Fifth Circuit decision highlights tax loss carryforwards’ effect on M&A deals

Pillsbury Winthrop Shaw Pittman LLP
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USA
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March 9 2010

The Fifth Circuit in Marathon EG Holding Limited v. CMS Enterprises Co., No. 09-20034 (5th Cir. Feb. 10,2010), aff’g, No. H-07-2990 (S.D. Tex. July 30, 2008), denied a claim for indemnity by a buyer of target stock for taxes arising in target's post-closing tax year that were not sheltered by target's net operating loss (NOL) carryforwards arising in a pre-closing tax year because those NOL carryforwards were reduced after the closing as a result of an audit of target’s pre-closing tax years

Delaware court upholds use of NOL rights plan

Mayer Brown LLP
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USA
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March 9 2010

The Delaware Chancery Court’s recent decision in Selectica, Inc. v. Versata Enterprises, Inc. approved the adoption and use of a shareholder rights plan specifically designed to protect a company’s net operating loss carryforwards (“NOLs”

Delaware Court of Chancery validates use of a net operating loss poison pill

Holland & Knight LLP
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USA
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March 8 2010

On February 26, 2010, the Delaware Court of Chancery, in an opinion addressing the first modern triggering of a shareholdder rights plan, upheld (1) the validity of a “NOL” shareholder rights plan that contained a 4.99 “flip-in” triggering threshold, (2) the directors’ decision to lower the triggering threshold in light of recent acquisitions, and (3) the board’s subsequent decision to dilute an acquiring person who deliberately crossed the pill’s threshold

BAA Limited v Commissioners for Her Majesty’s Revenue & Customs (HMRC): input VAT incurred in connection with a takeover held to be recoverable

Herbert Smith Freehills LLP
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United Kingdom
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March 2 2010

Companies who incurred what they thought (or have been advised by HMRC) was irrecoverable input VAT in the context of takeovers or similar transactions may benefit from the First Tier Tax Tribunal decision in BAA and to the extent that VAT recovery has been barred in this or similar circumstances, they should seek advice as to how to proceed and what to do to protect any possible claim

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Search results

GST input tax credits and assumed liabilities

White knight fees deductible

Notice about Section 338(h)(10) elections and state conformity

Deduction of input VAT related to the sale of a subsidiary

Alabama’s pulp fiction: paper company’s sale of paper assets constituted non-business income

Selectica, Inc. v. Versata Enterprises, Inc., C.A. No. 4241-VCN (Del. Ch. Feb. 26, 2010) (Noble, V.C.)

Fifth Circuit decision highlights tax loss carryforwards’ effect on M&A deals

Delaware court upholds use of NOL rights plan

Delaware Court of Chancery validates use of a net operating loss poison pill

BAA Limited v Commissioners for Her Majesty’s Revenue & Customs (HMRC): input VAT incurred in connection with a takeover held to be recoverable

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