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Results: 1-10 of 139

Avoiding the section 338 consistency rules
  • Alston & Bird LLP
  • USA
  • 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


Monetizing losses
  • Alston & Bird LLP
  • USA
  • 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


F reorganizations and double dummies
  • Alston & Bird LLP
  • USA
  • 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


CFC’S Subpart F earnings not qualified dividends
  • Alston & Bird LLP
  • USA
  • December 15 2011

On December 7, 2011, The U.S. Tax Court ruled that inclusions in U.S. residents’ gross income that were required under the Subpart F provisions with respect to their controlled foreign corporation’s investments in U.S. property did not constitute qualified dividend income under Section 1(h) (11


1504(a)(4) preferred
  • Alston & Bird LLP
  • USA
  • January 3 2012

Chief Counsel (Corporate) has advised the field that cumulative preferred stock on which the dividend mandatorily cumulated until redemption (and so section 305(c) applied) was section 1504(a)(4) preferred because it did not have a redemption premium (reasonable or unreasonable


Cross chain 351?
  • Alston & Bird LLP
  • USA
  • February 1 2012

LTR 201150021 is a surprising cross chain restructuring ruling that treats the transfer of the assets of one subsidiary of P to a subsidiary at the bottom of another chain of subsidiaries below P as a series of section 351 exchanges and a D reorganization at the bottom of the acquiring chain


Lack of income tax deduction for payment of breakup fees
  • Alston & Bird LLP
  • USA
  • July 1 2010

As the country moves out of the recession, M&A activity is bound to heat up


Unrepatriated foreign earnings
  • Alston & Bird LLP
  • USA
  • June 7 2011

SEC inquired of Sun Hydraulics Corporation how it could project that it would or would not repatriate income and what the tax effect would be


Convertible preferred equity certificates
  • Alston & Bird LLP
  • Luxembourg, USA
  • July 13 2011

Instruments may be treated as debt for foreign income tax purposes but as equity or U.S. tax purposes


Circular flow and F reorganization
  • Alston & Bird LLP
  • USA
  • January 3 2011

LTR 201050020 is one of a fairly large number of letter rulings issued recently on novel reincorporation patterns