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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


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


Federal tax advisory: Hook Stock
  • Alston & Bird LLP
  • USA
  • May 1 2015

Hook stock is stock issued by a parent corporation and held by its subsidiary. That does not seem very complicatedat first. We can imagine that


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


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


Sections 305 and 306 and tracking stock
  • Alston & Bird LLP
  • USA
  • February 25 2013

LTR 201308001 rules on sections 305 and 306 are bread and butter subchapter C provisions that were designed for "tax shelters" that are so quaint and


The “conservative” tax majority on the Supreme Court
  • Alston & Bird LLP
  • USA
  • June 1 2012

The two most recent decisions of the Supreme Court involving federal taxes illustrate how a conservative approach to statutory interpretation tends to prevail, but only with great effort, and changing constituencies


Substance over form?
  • Alston & Bird LLP
  • USA
  • September 28 2011

Altria lost an appeal from an adverse jury verdict on its SILO and LILO transactions


IRS publishes proposed guidance on foreign government income under Section 892
  • Alston & Bird LLP
  • USA
  • November 15 2011

The IRS has released proposed regulations relating to the taxation of the income of foreign governments from investments in the United States under Section 892


REIT conversions
  • Alston & Bird LLP
  • USA
  • June 7 2013

LTR 201314002 has caused quite a buzz in the investment community. Stock pickers want to know how far the envelope can be pushed on the definition of