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Manchester United IPO looks very much like a purposely designed inversion transaction described under section 7874 to end run Section 367(d)

Fox Rothschild LLP
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USA
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August 27 2012

The owners of the famous British professional soccer club, Manchester United, the Glazer family which also owns the Tampa Bay Buccaneers football club, recently took Man U public

Service issues new revenue ruling on dividends and dividend equivalent grants that can be treated as performance-based compensation for purposes of Section 162(m)

Fox Rothschild LLP
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USA
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June 26 2012

In Rev. Rul. 2012-19, 2012-28 IRB, which was issued on June 25, 2012, the Service issued an important ruling on whether dividends and dividend equivalents related to restricted stock and restricted stock units can be treated as performance-based compensation for purposes of 162(m)(4)(c) provided that each must separately meet the requirements under that provision to qualify as performance-based compensation

Treasury and Internal Revenue Service issue new temporary regulations on "all cash" Type D reorganizations

Fox Rothschild LLP
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USA
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April 11 2012

In TD 9558, issued late last year, Temporary Regulations were promulgated on the determination of the basis of stock or securities in a reorganization where no stock or securities of the issuing corporation are issued and distributed in the transaction, and, in particular, the treatment of “all cash D reorganizations”

French Parliament recently enacts legislation for tax and disclosure obligations on trusts: France's version of FATCA

Fox Rothschild LLP
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USA
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March 20 2012

Legislation passed by the French Parliament in July 2011 imposes a new set of tax and disclosure obligations on trusts which have some connection to France

New technical interpretation issued by Canada Revenue Agency on stock options will spark debate

Fox Rothschild LLP
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Canada, USA
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November 8 2011

A recent technical interpretation issued by the Canada Revenue Agency, Technical Interpretation 2011-0393411E5, provides that under Article XV of the Canada-U.S. Income Tax Convention, that after 2008, when a U.S. resident employee of a Canadian resident corporation acquires shares of the corporation on the exercise of employee stock options, the Canada Revenue Agency (CRA) would disallow that the income from the taxable amount would qualify for exemption from Canadian income tax under the Canada-U.S. Tax Treaty, even if the employer was not present in Canada for more than 183 days

New Final Regulations issued by Treasury and Internal Revenue Service with respect to the treatment of certain intercompany gain with respect to stock owned by members of a consolidated group: TD 9515, 2011-14 IRB 599

Fox Rothschild LLP
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USA
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August 1 2011

Several years ago, the Service published Temp. Reg. 1.1502-13T along with Proposed Regulations which addressed the tax consequences with respect to intercompany gains of subsidiary stock that was part of a consolidated group of corporations

Tax Court rules that securities transaction did not qualify under Section 1058: decision follows on the heels of the Tax Court's recent decisions under Section 1058 in anshutz (135 T.C. No.5) and Carroway (135 T.C. No. 3) decided last year

Fox Rothschild LLP
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USA
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July 24 2011

In Henry Samueli et al v. Commissioner, 132 T.C. No. 4 (2011), the Tax Court, per Judge Kroupa’s opinion for the majority, in response to the petitioners and respondent (IRS) filing of cross motions for summary judgment in a consolidated proceeding, upheld the Service’s deficiencies in income tax for denying the taxpayers interest deductions claimed on the underlying “margin loans” used to acquire the securities, were disallowed on the basis the purported payments of “interest” were not made with respect to an actual debt

New final and temporary regulations on treatment of certain intercompany gains with respect to stock owned by members of a consolidated group of corporations

Fox Rothschild LLP
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USA
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May 23 2011

On March 4, 2011, the Treasury issued T.D.9515, containing final regulations on the treatment of certain intercompany gains with respect to stock owned by members of a consolidated group

IRS issues favorable REIT ruling on preferential dividends

Fox Rothschild LLP
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USA
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March 10 2011

In PLR 201109003 (3042011) the Service ruled, under the facts set forth in the request, that the proposed issuance of two classes of stock by a corporation which intended to meet the requirements of a real estate investment trust (REIT) would not cause distributions to stockholders to be treated as "preferential dividends" under Section 562(c) or otherwise jeopardize the corporation's qualification as a REIT

Gross up payments made with respect to golden parachute payments under Section 280G

Fox Rothschild LLP
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USA
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May 30 2010

Section 280G provides, in general, that the service provider receiving an excess parachute payment must incur a 20 nondeductible excise tax on the excess portion of the parachute payment which is usually associated with a payment triggered by virtue of "change of control" provision in an executive employment agreement