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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


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


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


Foreign patent commercialization
  • Alston & Bird LLP
  • USA
  • June 1 2011

Corp. A licensed certain technology to G (called Agreement A) in the past


Circular flow and F reorganization
  • Alston & Bird LLP
  • USA
  • December 30 2010

The simplified facts are that Parent owned foreign DRE, which owned foreign Holdco (HCO


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


Final regulations on disregarded entities involved in conduit arrangements
  • Alston & Bird LLP
  • USA
  • December 15 2011

On December 9, 2011, the IRS published final regulations that address the application of the conduit financing arrangements effected through disregarded entities


D reorganization basis regulations finalized
  • Alston & Bird LLP
  • USA
  • November 1 2014

In November the Treasury finalized a temporary and proposed regulation dealing with the basis of stock of the target corporation in a nondivisive D


North Carolina private letter rulings
  • Alston & Bird LLP
  • USA
  • January 17 2012

Effective February 1, 2012 the NCDOR will charge $5,000 for most answers to taxpayer’s questions through “expedited” letter rulings, and more taxpayers will be forced to seek private letter rulings, because the DOR officers are generally unwilling to give oral advice