In a series of recent decisions, Georgia courts have again and resoundingly refused the requests of shareholder plaintiffs to interfere with proposed corporate mergers.
Taxpayers and advisors should give careful consideration to the changing landscape of state taxes in the context of elections under 26 U.S.C. 338(h)(10) (hereafter I.R.C. 338(h)(10)), a common taxplanning technique for taxable stock acquisitions.
The Georgia General Assembly recently passed House Bill 1138, which legislatively overrules the Georgia Supreme Court's recent decision in Trawick Construction Company, Inc. v. Georgia Department of Revenue.
In Trawick Construction Co. v. Georgia Dept. of Revenue, ____ S.E.2d ___, 2010 WL 678937 (Ga. Mar. 1, 2010), the Georgia Supreme Court reversed a Georgia Court of Appeals decision and held that gain from a deemed asset sale was not subject to Georgia corporate income tax.
In Atlanta Bread Co. Int’l, Inc. v. Lupton-Smith, S08G1815, 2009 WL 1834215 (Ga. Jun. 29, 2009), the Georgia Supreme Court today confirmed that in-term restrictive covenants are subject to the same strict scrutiny standard applied to post-term covenants and the same reasonableness standards of time, territory, and scope.