The Hs owned 89 percent of the stock of HI. FH purchased HF, a tract of undeveloped land. She conveyed the property to HI in 1972. HI agreed to pay FH 1/3 of any net profit tha...
PO is a domestic partnership that owned all of the outstanding stock of Parent. Parent was the common parent of a consolidated group, (the "Parent Consolidated Group"...
S is a religious, non-profit organization serving skateboarders in Portland, Oregon... S is exempt from taxation under section 501(c)(3) of the Internal Revenue Code. On July 5...
In 1990, the United States and Spain entered a treaty in which both nations agreed that their respective tax authorities would exchange information with one another to enable t...
There are occasions where a dominant shareholder of a corporation is asked to "take one for the team," so to speak, by means of a voluntary surrender of a portion of...
TGI Fridays, ("TGI"), recently announced that it had reached agreement...for a proposed "all-share acquisition" by U.K.-based hospitality business, and the...
Tesla, Inc., ("TI"), is organized under the laws of Delaware. For well-publicized reasons, involving Mr. Musk's compensation,it has become disillusioned wit...
X is a state chartered savings and loan association having permanent shares of stock outstanding. X proposes to merge with and into Y, a federally chartered nonstock membership...
P owned variable life insurance policies, ("Policies") on December 11, 2008. Seven of the Policies were with S, and the other nine were with G. "The assets of ea...
APP retired from the U.S. Navy on March 3, 1987. APP's Form DD-214 shows that APP was honorably discharged for "Retirement." APP applied for service-connected dis...
The Bs, Minnesota residents, own a single-family home on Bainbridge Island in the State of Washington,( the "Bainbridge Island property"). The Bs claimed losses...
ALV, an 'S' corporation, was founded by AA and owned by him, the Trust, BW, and VA. ALV contributed substantially all of its operating assets to a joint ventur...
The relief provided in this notice applies only for the purpose of calculating the installment of estimated income tax of a corporate taxpayer that is due on or before April 15...
The Ws, a married couple, filed a joint Chapter 7 bankruptcy petition on August 27, 2020. The bankruptcy court denied both Debtors a discharge under section 727(a)(2)(B). Secti...
On Date 1, Y received "X" shares of common stock in X corporation, (X), for whom Y had provided services. On that same date, Y executed an election pursuant to...
The I.R.S. audited petitioner's 2010 through 2012 federal tax returns. At the close of the audit, the I.R.S. prepared and issued to petitioner a memorandum, (the "exam...
Taxpayer, ("TP"), is a publicly traded State corporation that has elected to be taxed as a real estate investment trust, ("REIT"), under sections 856 throug...
Petitioner, (P), is a not-for-profit organization exempt from Federal taxation and is the sole owner and operator of "X," which provides its members with use of a gol...
Respondent, ("R"), issued petitioners, ("Ps"), a notice of deficiency dated December 2, 2019. The notice specified March 2, 2020, as the last day to petitio...
R is an online auto parts retailer based in Wisconsin. The Arizona Department of Revenue, (the "Department"), assessed a transaction privilege tax ("TPT"),...
C and K are each Nursing Homes licensed by the Louisiana Department of Health and Hospitals. SH is a Level 3 Adult Residential Care Provider. ARCPs and Nursing Homes must provi...
The Washington Paid Family and Medical Leave Act, (the "PFML"), provides paid sick leave benefits to Washington employees. The PFML requires employers to collect prem...
BN has been a registered distributor of gasoline and diesel fuel in Cook County, ("CC"), since 2011. The Department issued two notices of tax determination and assess...
The I.R.S.'s proposed regulations addressing the "stock repurchase excise tax" introduce relativelyfew deviations from the prior preview of those regulation...
Petitioner operates a small "game room," consisting of a pinball machine, a jukebox, and two billiard tables. Each of these devices is coin-operated....
TF and TA are each vehicle dealerships. ADFA issued notices of proposed assessment. ADFA found that TF had assigned vehicles with dealer license tags to JB, SR, and ATN; and th...
On November 28, 2011, an Internal Revenue Agent sent the Bs a cover letter and a series of enclosures. The cover letter referred to "findings" in an "enclosed re...
In 1937, the taxpayers decided to liquidate a corporation in which they had equal stock ownership. Partial distributions made in 1937, 1938, and 1939 were followed by a final o...
TP intends to elect to be treated as a real estate investment trust, ("REIT"). Property A is comprised of "a" acres of land located in City A. Once Property...
O is a for-profit commercial real estate developer. On April 30, 2009, O purchased the Property. Starting January 1, 2011, O began leasing the Property to N. N is a school, col...
A owns several properties in Minneapolis, which are used exclusively as private residences for tenants whose incomes are 30-50 percent of the area median income. All of its uni...
Westgold Resources Limited, ("WGX"), an Australian corporation, and Karora Resources, Inc., ("KRR"), organized under the laws of Canada, "have agreed t...
In 1988, A borrowed $1 million from C and signed a note payable to C for the same amount that bore interest at a fixed market rate. A had no personal liability with respect to...
H was a student at CP. In 2020, H and her mother sued CP for violating Title IX of the Education Amendments of 1972. To support their Title IX claim, APPs alleged that CP recei...
Utah Code section 59-10-1403.2(2) provides: (a) For each taxable year that begins on or after January 1, 2022, but begins on or before December 31, 2025, a pass-through entity...
Assume we have secured as a new client an 'S' corporation, ("SCo"),the stock of which is wholly owned by A, an individual. SCo has no accumulated earnin...
The widely-read blog, "Adams on Contract Drafting," in April 2007, made the following observations regarding the legal significance and implications of the solitary w...
TP, a partnership, is a developer and manufacturer of prescription drugs. TP markets its products in Virginia (V) through sales personnel. Although some of TP's sales repre...
C is a natural gas producer. Fracking causes substances to be released from shale, including oil, condensate, methane, and NGLs. The oil and condensate are typically sold at th...
Section 199 of the Internal Revenue Code was in force between 2004 and 2017. It allowed a deduction equal to nine percent of receipts from certain "domestic production act...
In 2013, "APP," Dr. Jerry Buss, the former owner of the Los Angeles Lakers, purchased three contiguous single-family properties, (the "Shoreline Properties"...
Target, (T), engages in Business A indirectly through its wholly-owned subsidiary, C. T also engages in Business B indirectly through its wholly-owned subsidiary, S....
Alaska Air Group's Q1 operations were, to put it mildly, "impacted" by Flight 1282 in January and the Boeing 737-9 MAX grounding, which extended into February. As...
A taxpayer received a sum of money from her tax consultant as "recompense" for an error made by the latter in the preparation and filing of the taxpayer's tax ret...
Hawaiian Airlines, ("H"), purchased spare parts from Boeing, ("B") for H's fleet of B aircraft, and agreed to pay certain taxes related to those purchas...
J, a former employee of the Universityof Oklahoma, ("OU"), is a named inventor on two patents. J assigned his rights in both patents to OU before November 2003....
B is a subsidiary of A, which is one of the largest contract operators of physical and virtual bookstores for college and university campuses and K-12 institutions across the c...
Section 4261(a) of the Internal RevenueCode applies a 7.5 percent tax to "the amount paid for taxable transportation of any person." The excise taxes imposed by...
RPTL 420-a(1)(a) mandates: "Real property owned by a corporation or association organized or conducted exclusively for...charitable or hospital...purposes...and used exclu...
If a business engages in manufacturing activity as defined in WIS. STAT. section 70.995(1)-(2), it reports its "manufacturing property" used in that activity to the D...
On August 1, 2002, A purchases 100 shares of X stock for $100 per share, writes a 12-month call option on 100 shares of X stock with a strike price of $110, and purchases a 12-...
All property within the jurisdiction of this state (Idaho) "is subject to property tax." A property tax reduction benefit is available to certain qualifying individua...
O is a North Carolina non-profit organization, and its purpose is "to own and maintain land as a manufactured home community..." O owns approximately 3.74 acres of la...
The Ys transferred property into a Qualified Personal Residence Trust, ("QPRT"), in 1996. Nominal title to the property was subsequently transferred back to...
The sale of the Baltimore Orioles to a group led by Carlisle Group founder and private-equity legend David Rubenstein coincides with the much-heralded establishment by the newl...
In Rev. Rul. 75-83, 1975-1 C.B. 112, X merged with and into Y in a reorganization under Sec. 368(a)(1)(A) of the Code. The sole shareholder of X received shares of Y stock and...
In 2020, the Michigan Supreme Court ruled that former owners of properties sold at tax-foreclosure sales possess a "cognizable, vested property right to the surplus procee...
RISCAdenied the application (for sales tax exemption) because the Book was sold on...so was commercial; and was also not a signed and numbered limited edition. Taxpayer,...
TP owns and operates a station. The station is being operated pursuant to the FCC's Order. The Order requires that TP pay over part of the profits earned from the operation...
Taxpayer purchased the Truck at issue and registered and paid use tax on the Truck on a value of...on July 15, 2022. The Auditor testified that he reviewed the Taxpayer's r...
The City of Sea Isle City, (the "City"),is on a barrier island adjoining the Atlantic Ocean in Cape May County. The plaintiff, A, is a tenant of a property. A o...
X merged with Z in a reorganization qualifying under Sec. 368(a)(1)(A). A and B, the shareholders of Z, agreed to reimburse X for any after-tax expenses that X might incur as a...
The petitioners, Catholic Charities Bureau, Inc., ("CCB"), and four of its sub-entities, seek an exemption from having to pay unemployment tax to cover their employee...
P insured a leased vehicle under a policy through GEICO, ("G"). Under the policy, G may choose to pay the actual cash value, ("ACV"), to the insured... ACV...
Taxpayer is a processor of medical marijuana products in Arkansas. DFA issued the Proposed Tax Assessment on April 21, 2023. Taxpayer converts marijuana plant materials into re...
The recently announced split-off by Liberty Media Corporation of its stake in SiriusXM Holdings, Inc. has galvanized certain prominentinvestors into action. These investo...
D Corporation, (D), and C Corporation, (C), D's wholly-owned subsidiary,are both Country A corporations. On Date M, D distributed, pro-rata to its sharehold...
"Viticulture" is the cultivation of grapevines for the purpose of growing and producing grapes. It includes the growing of grapes for any commercial purpose.Gra...
The I.R.S. issued a notice of deficiency to F in 2018 for taxes owed for the 2014 and 2015 tax years. Pursuant tosection 6213(a) of the Code, he had 90 days to file a pet...
March 25, 2024 - The Deal Survey: March 2024Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
On March 3, 1984, L and D married. L owned stock in API as his separate property. After API merged with PI, L received cash and stock as his separate property. In 1988, L loane...
Senators Sheldon Whitehouse(D-R.I.), and J.D. Vance, (R-Ohio),with no advanced warning, recently introduced a rather startling piece of legislation that would more...
Petitioners are residents of New Jersey. S, the husband, maintained employment in New York, and consequently petitioners filed as New York nonresidents as to the husband's...
P manufactured laser devices used by physicians and other medical professionals to treat certain skin conditions...and it both directly sold the laser devices...and provided th...
The subject property consists of approximately 14.68 acres at New Market, Tennessee, in Jefferson County.The property is owned by the taxpayer. Approximately five acres o...
FDA approval must be obtained before a new drug can be legally marketed and sold in the U.S. A company seeking to market a drug that has never been approved before must submit...
On June 16, 2021, the Commissioner issued separate notices of determination to PAO and PAU, denying each of their requests for innocent spouse relief for 2018. PAU mailed a Pet...
The Department of Arkansas, ("AK"), Heritage issued a state income tax credit in the amount of $125,000 to LSP, L.P. The Ws were residents of Alaska, ("AL")...
Tricon Residential, Inc., ("TCN"), a corporation organized under the laws of Canada, is in the process of being acquired by Creedence Acquisition ULC, (the "Purc...
Petitioners filed joint returns on the cash receipts and disbursements method of accounting for each of 1959 and 1960. During 1960, petitioner husband did some work for one LT...
Utah Code section 59-2-1004.6 allows a property owner to seek an adjustment to a county's assessment of the fair market value of the owner's property if the "prope...
I owned real property in Lincoln, Nebraska. As of January 1, 2020, the assessor had valued this real property at $793,800. On or about May 30 or 31, the property was damaged by...
Taxpayer, ("TP"), is a real estate investment trust, ("REIT"). TP invests in energy infrastructure assets. S is a partnership. TP owns an approximately &quo...
AstraZeneca AB, ("AZN"), has entered into a definitive agreement to acquire Fusion Pharmaceuticals, Inc., ("FUSN"). AZN, through a newly formed Canadian sub...
During 1992, petitioner, (P), earned $306.26 in taxable wages, $299.36 in taxable interest income, $106 from jury duty service, and received $10,660 in unemployment compensatio...
A is a provider of Lifeline, ("L"), services in Washington. It provides free mobile devices and wireless services to L-eligible consumers and receives a $9.25 reim...
APPs were residents of Arizona, ("AZ"), during 2017. APPs timely filed their California Non-Resident Return for the 2017 taxable year. APPs claimed an Other State Tax...
Sunoco L.P., ("SUN"), and NuStar Energy L.P., ("NS"), each a publicly traded partnership that has avoidedcorporate tax treatment by satisfying section...
On January 1, 2003, A is organized in State as an unincorporated entity that is classified as a partnership for federal income tax purposes. A elects to convert under a state l...
S brought this adversary proceeding in his Chapter 7 bankruptcyseeking a determination that his federal tax debts for 2003, 2004, 2006, and 2009 were dischargeable. The B...
By 2010, H was the managing partner of NKSF, an accounting firm. K became one of NKSF's first clients. K regularly borrowed money from the partners at NKSF. On July 14, 200...
TP is a partnership. TP began operating in 2010 as a joint venture between Member 1 and Member 2. In State, owners of identified facilities are required to obtain a Certificate...
The New Jersey Economic Development Authority, ("NJEDA") administers "Grow NJ." Grow NJ grants tax credits to businesses based on jobs created or retained i...
This case concerns whether proxy advisory firms "solicit" proxies within the meaning of section 14(a) of the Securities Exchange Act of 1934. The Securities and Excha...
L was the sole shareholder of T. In 2011, somebody on T's behalf filed Form SS-4 with the I.R.S. to obtain an EIN. T's SS-4 specified that it would file a Form 944 rath...
Petitioner, (P), was approximately 50 years of age at the end of 2010. During that year, P did not earn any wages, salaries, fees or other amounts derived from, or received for...
P operated a casino in Indiana through a subsidiary company. The Department determined that certain payments by P to other state governments needed to be added back to the calc...
TP is the sole general partner of OP. TP elected to be treated as a real estate investment trust, ("REIT"). OP is the sole member of S. S is a disregarded entity. S o...
Among the ROTA's exemptions is one that exempted "personal property purchased from an Illinois retailer by a taxpayer engaged in centralized purchasing activities in I...
Altria Group, Inc., ("MO"), through the years, has seen its ownership of Miller Brewing metamorphose into different forms. Currently, that Miller Brewing investment i...
VA is a personal service C corporation that uses the cash receipts and disbursements method of accounting. RV is the sole shareholder and CEO and CFO of VA. KV, RV's spouse...
HCM, (also referred to as "TP"), filed a final year Alabama business income tax return for tax year 2009. HCM wasmerged into HI as of December 31, 2009. HI is a...
P was employed as a corporate executive until at least 2004. He participated in many deferred compensation arrangements. In 2004, P was offered (and he accepted) a $26 million...
APP and certain unitary affiliated entities filed a water's edge combined report for the fiscal year ending June 30, 2018. During that tax year, APP received repatriated di...
BlackRock, Inc., ("BLK"), is frequently credited with founding the "ESG" movement, a designation that it now seemingly regrets given the well-publicized&nbs...
Cummins, Inc., ("CI"), owns just north of 80 percent (80.5 percent to be exact)of the issued and outstanding CommonStock of Atmus Filtration Technologies,...
P wanted to acquire all of the outstanding stock of Y for cash. P was only able to purchase 97.9 percent of the outstanding stock of Y for cash. In order to complete the acquis...
Petitioner, ("P"), is a company that provides services to advertisers...that measure the effectiveness of their advertising campaigns. After survey data is collected...
EQT Corporation, ("EQT"), and Equitrans Corporation, ("ETRN"), announced that they have entered into a definitive merger agreement. EQT will be acquiring&nb...
The parties agree that petitioner overpaid his Federal income tax for 2005. The issue is whether he is entitled to a refund or credit of Federal income tax for 2005....
Earlier this millennium, Verizon Communications, Inc. ("V"), acquired some companies and began filing consolidated annual tax returns with them. Some of these companie...
Atlas Neon Merger Subsidiary, Inc. ("PUR"), a wholly-owned subsidiary of newly-formed Atlas Merger Parent, Inc., ("P"), is offering to purchase, (the "...
The corporation sold $4,000x of its bonds in 1964 at face value. In a transaction in 1969, the corporation redeemed $200x face value of such bonds at a price of $202x in accord...
B bought a Samsung Galaxy S5 from Verizon for $249.99 as part of a "bundled transaction." The bundle required B to sign a two-year wireless service contract with Veri...
Taxpayer, ("TP"), a South Carolina resident individual, was a partner in "Management Partnership," which owned 49 percent of "Operating Partnership.&qu...
Partnership (PS) was created to construct and operate "Project." On Date 1, A, a State Y corporation, withdrew from PS. On Date 2, B, a State Y corporation, withdrew...
S and SSH are Kentucky companies that purchased property several years ago. The former PVA of MC, "B," received copies of the deeds and reflected the transfers of tit...
K is the sole owner of LLC, a limited liability company organized under the laws of the state of Maryland. During the years 2012 through 2015, LLC was a disregarded entity. Eff...
On March 19, 2022, Taxpayer and "X" purchased a 2022 Kawasaki Ninja 650 ( the "K")...including a service and handling fee and an extended warranty. Taxpayer...
MO is an Ohio limited partnership organized in 1986 with two partners. One was MOG, the general partner, and the other was MML, the limited liability partner. Each had a 50 per...
TP is a private prison company that contracted with two counties to build and maintain two prisons, then subsequently supervise, house, and provide services to prisoners within...
A was a so-called "toxic" lender. A obtained convertible debt of penny-stock companies, converted the debt into common stock at a steep discount, and sold the stock i...
C operates retail stores worldwide. Within these stores, C sells varied merchandise. C's stores include a bakery. Each bakery produces freshly baked products. All of the ba...
The main issue to be decided is whether the Taxpayer owes penalty and interest. On October 17, 2022, the Department issued an assessment to Taxpayer. Taxpayer filed a timely wr...
JetBlue Airways Corporation, ("JBLU"), entered into a definitive agreement, in July 2022, to acquire Spirit Airlines, Inc., ("SAVE"). It was always apparent...
Vista Outdoor, Inc., ("VSTO"), conducts two principal lines of business, the Outdoor Products business, ("OP"), and the Sporting Products business, ("S...
X is engaged, through its subsidiaries, in various manufacturing businesses. Y, a wholly-owned subsidiary of X, has been actively engaged in a manufacturing business for 20 yea...
P is a domestic corporation that owns all of the stock of four domestic subsidiary corporations. P and its subsidiaries constitute an affiliated group and P filed a consolidate...
Petitioner is a performing artist, appearing in commercials and doing voice-over work. In 2019, she was paid for her work in what was described as an industry standard: a "...
G possessed an ownership interest in GDC. GDC owned an eighty percent interest in HSC. The certificates of occupancy for the resident building of the "Project" were e...
23rd Chelsea Associates, L.L.C., ("23"), purchased real property and development rights on West 23rd Street, New York, New York. The T was placed in service on August...
X Corporation, (X), owns 86 percent of the stock of Y Corporation, (Y). M Corporation, (M), wished to acquire Y in a statutory merger. A merger agreement was executed...
M was the owner of Property. M failed to pay real estate taxes on the Property beginning with the 2020 tax year. In early 2021, the Bureau sent M a "Claim Notice" by...
This case arises from a loan K secured from the RHS, a division of the United States Department of Agriculture, ("USDA"). According to K, he repaid his loan in full b...
From January 1, 2011 until January 31, 2016, the "AHI Entities" were a part of a Wisconsin combined group, the parent of which was AH. The combined group ceased to ex...
First Advantage Corporation, ("FA"), announced that it has entered into a definitive purchase agreement to acquire Sterling Check Corporation, ("STER"). FA...
FX, a foreign corporation, has outstanding 100 shares of voting stock divided into two classes: 95 shares of Class A stock and five shares of Class B stock. The classes are ide...
Petitioner, ("T"),is a manufacturer of amusement machines. T made loans characterized as demand notes, (the "Loans"), to S. None of the Loans included...
The Taxpayer Advocate Service has asked the Office of Servicewide interest to implement a policy of paying interest on an over-payment reported on an individual income tax retu...
February 29, 2024 - Volume 18 Issue 41Print Report
As of December 30, 1988, P held a recourse note from petitioners with a balance due of $152,260. At that time, petitioners were unable to make the required payments. Pursuant t...
In March 2020, Ohio's governor declared a state of emergency due to the COVID-19 pandemic. The Ohio Department of Health directed people to stay at home. The General Assemb...
AGH filed its 2015 federal income tax return on September 19, 2016. AGH alleges that in 2019 its accountant discovered an error in the tax return. AGH's accountant prepared...
February 28, 2024 - Volume 18 Issue 40Print Report
D is engaged in the business of real estate acquisition, subdivision, development, sale, leasing, and management. CI and CII will each be incorporated (by D) in State X.<...
R, a city in St. Louis County, Missouri, purchased a commercial property insurance policy from M to protect against loss of "business income," i.e., sales tax revenue...
In May 2015, the Cs filed a notice of appeal to the Tax Appeal Court, ("TAC"). The Cs contested the City's classification of several investment properties they ow...
Section 220.11, Fla. Stat., provides, "A tax measured by 'net income' is hereby imposed on every taxpayer for each taxable year." "Net income," in t...
The Wall Street Journal, on January 2, 2024,reported that an alarming number of companies engaged in different phases of the beleaguered electric vehicle industryha...
Chevron Corporation, ("CHV"), several months ago, announced it had enteredinto a definitive agreement to acquire Hess Corporation, ("HES"), in an &quo...
February 27, 2024 - Volume 18 Issue 39Print Report
P is a privately held member-owned cooperative with approximately "a" members. On Date 2, P became exempt from federal income tax under Sec. 501(c)(12)....
W worked as a registered nurse until 2014. In that year, she became disabled. She began receiving New York workers' compensation benefits in 2014. In 2015, W applied to the...
February 26, 2024 - Volume 18 Issue 38Print Report
D has been engaged under a dealer franchise in the sale and service of brand Y automobiles since Year 1. In Year 8, D acquired a franchise for the sale and service of brand Y a...
In July 2015, plaintiffs filed refund claims with the Division of Taxation, ("Division"), for certain sales and use taxes, ("SUTs"), they paid for manufactu...
Indiana Crop Improvement Association, Inc., ("IC"), sought an exemption...for real and personal property that it uses to operate a seed testing laboratory. In 1935, t...
C is a wholesale distributor of beverages and conducts business in Washington. Y operates a wine distribution business in Washington. In 2011, C entered into a contract with Y,...
February 23, 2024 - Volume 18 Issue 37Print Report
Petitioner, (P), is a Delaware corporation engaged in the business of providing amusement rides, food, and novelty concessions at state and county fairs. P has been granted the...
On November 21, 2005, petitioner, ("P"), and MS entered into a marital settlement agreement, ("Settlement Agreement"). Paragraph 1, captioned "Equitabl...
Ellison Drainage, Inc., ("E"),is a Minnesota-based corporation with its principal place of business in Minnesota. Between 2017 and 2020, E completed approximate...
S owned and operated railroads in the United Statesand Canada. On its federal income tax returns for tax years 2005 through 2017, the Railroad, ("RR"), claimed...
February 22, 2024 - Volume 18 Issue 36Print Report
P is the common parent of an affiliated group of corporations. S is a wholly-owned subsidiary of P that was acquired by P in a taxable transaction on Date 1.
&n...
Petitioner is the grandmother of A.V. and has been A.V.'s court appointed guardian since 2007. A.V. was not employed during 2020. Petitioner helped A.V. pay for rent, phone...
Congress enacted the Sarbanes-Oxley Act in the wake of the Enron scandal. 18 U.S.C. section 1514A establishes that no employer may "discharge, demote, suspend, threaten, h...
K is a U.S. citizen. In 2008, K opened an interest-bearing account at FB in Zurich. He designated the account as "numbered." He also requested that FB retain, rather...
February 21, 2024 - The Deal Survey: February 2024Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
February 21, 2024 - Volume 18 Issue 35Print Report
In the spring of 1944, the board of directors of petitioner, (SL), appointed a committee of the board to make a study of "all phases of the capital structure&quo...
Georgia imposes taxes upon all owners of non-exempt real and tangible personal property at the property's fair market value. Real property does not include the intangible b...
The Commissioner assessed use tax on B's purchase of the vehicle. At the time of purchase, B did not pay sales tax on the transaction, contending that the vehicle was exemp...
"QHTCs" were granted various benefits, including a temporary exemption from the District of Columbia's corporate franchise tax. The "Ballpark Act" amend...
Screaming Eagles Acquisition Corporation,, ("SEAC"), a special purpose acquisition company, ("SPAC"), announced that it has entered into a definitive agreem...
Petitioners appeal from the Tax Court's decision affirming the Commissioner of Internal Revenue's denial of an alimony deduction under section 215(a) and the Commission...
Capital One Financial Corporation, ("COF"), and Discover Financial Services, ("DFS"), announced that they have entered into a definitive agreement pursuant...
DraftKings, Inc., ("DKNG"), announced that it has reached an agreement to acquire Jackpocket, ("J"), "for total consideration of approximately $750 mil...
February 20, 2024 - Volume 18 Issue 34Print Report
A taxpayer made a contribution to a college by irrevocably assigning to it the cash surrender value of a paid-up life insurance policy on the taxpayer's life. The college i...
February 16, 2024 - Volume 18 Issue 33Print Report
Petitioner, (P), is a member of the Foreign Service and received orders to work for up to three years at United States Mission to the United Nations (USUN) in New York City. P...
At issue is the valuation of a 70-parcel residential rental community (the "property") comprised of 35 structures. Each structure contains two adjacent apartments, an...
Petitioner, ("P"), was indicted for crimes related to the distribution of controlled substances. P was a pharmacist in Kentucky. P's property, including the IRA,...
To satisfy a delinquent taxpayer's outstanding liabilities, the Government may attach liens to property that is under the taxpayer's control or the control of a third p...
It appears that Sony Group Corporation, ("S"), has reached a definitive decision to distribute to its shareholders somewhat more than eighty percent of the stock of i...
February 15, 2024 - Volume 18 Issue 32Print Report
On October 8, 1989, petitioner, (P), married TH. Approximately two years later they purchased a home. The home was originally titled in P's and his mother's names, but...
S was the sole member of T. During 2011, T sold a commercial property (the "relinquished property") as part of a section 1031 transaction. In 2012, as part of the sam...
TP performed contracts...that involved all aspects of either or both constructing and replacing athletic fields. The Department of Finance and Administration, (the "DFA&qu...
February 14, 2024 - Volume 18 Issue 31Print Report
In 1969, KIP began construction on nine prefabricated buildings that were then leased to a college for three years. The buildings cost $578,030 to erect.
...
TP has a farm in County. About two-thirds of the farm "is in timber," and the remainder is "hay meadow." TP included in his 2007, 2008, 2014, and 2015 feder...
The Plans cover certain claims by retail device customers for hardware service and technical support. Plans are sold through Apple, Inc., ("AI"). Plaintiffs...
Petitioners calculated their corporation franchise tax on the entire net income base using the reduced rate as a qualified emerging technology company, ("QETC"). The...
ContextLogic, Inc., ("WISH")," made a rather stunning announcement on February 12, 2024 regarding its immediate future. WISH, proud owner of some $2.7 billion in...
We had high hopes that the acquisition by Diamondback Energy, Inc., ("FANG"), of Endeavor Parent LLC, ("EP"), would result in FANG achieving a cost basis in...
February 13, 2024 - Volume 18 Issue 30Print Report
Petitioner, (P), operates an annual haunted attraction ("the Attraction"). The Attraction is made up of roughly five different "funhouses" that are containe...
In 2017, JS owned 231.744 acres of land in Taylor County, Florida. It donated a conservation easement on that land and claimed a deduction under section 170 of the Internal Rev...
February 12, 2024 - Volume 18 Issue 29Print Report
Company, (C), has outstanding 150 shares of voting common stock and 1,657.8 shares of nonvoting common stock. A, the President and Chairman of the Board of Directors of C, dire...
In 2005, the Texas Legislature added Chapter 66 to the Texas Public Utility Regulatory Act, ("PURA"), in an effort to "streamline state and municipal regulation...
The taxpayer was incorporated under the laws of New York on June 20, 1929. On June 25th, it purchased all of the stock of OPP and paid the sellers 1,000 shares of its own stock...
Plaintiff, ("P"), is a New Jersey resident and owns a residence in the Township. On January 20, 2023, the VA notified her that she is entitled to benefits commencing...
In 2012, H created Rides2Work, ("R"), to connect vehicle drivers and riders interested in carpooling...for a fee. In September 2012, the first version of the R websit...
The School District, ("SD"), seeks to recover from Property Owner, ("PO"), the amount in taxes it would have paid but for the County's delay in revising...
Barratt Developments PLC and Redrow PLC, each organized under the laws of the United Kingdom, recentlyannounced that the boards of directors of each such corporation have...
On March 20, 2014, the Greenspans, (the "Gs"),purchased a home in Long Beach, California for $900,000. The change in ownership accompanying the purchasetr...
TP is a privately-held corporation headquartered outside of Washington. TP sells custom apparel for sport and spirit teams over the internet, by telephone, and by catalog. All...
TP engages in securities trading. TP represents that during Date 3, TP began to actively trade securities in a revocable trust account. TP's acquisitions of certain securit...
Apache Corporation, ("A"), owned three horizontally completed oil wells that were subsequently sold to Bluebird Energy, LLC, ("B"), in July 2021. The wells...
X is engaged in the businesses of tanning and processing hides, and selling and merchandising the finished product. X has outstanding cumulative preferred nonvoting stock; and...
Petitioner is a company that provides Internet, telephone and cable television services via fiber-optic cables and conduits to its private customers around the New York State....
F was the sole shareholder of two 'S' corporations, C and CR. C's business operations included the collection of trash. CR's business operations consisted of pr...
The Absecon City Tax Assessor sent a Chapter 91 request...via regular mail on June 15, 2022, without any response. On July 27, 2022, the Assessor resent the request directing&n...
What is the modus operandi of a private equity firm? Typically, the firm sponsors a fund, organized as a partnership, and solicits investors, of some means, who a...
Choice Hotels International, Inc., ("CHH"), has been in hot pursuit of its industry colleague, Wyndham Hotels & Resorts, Inc., ("WH"), for quite some ti...
On January 2, 1980, A, an individual, granted to X, an organization described in Sec. 170(c)(2) of the Internal Revenue Code, a written option to purchase real property located...
For tax years 1993 through 1999, (the "years at issue"), the Ms relied on a tax return preparer, DH, to prepare their federal income taxreturns. Unbeknownst to...
On the relevant valuation and assessment dates for the fiscal years at issue, Appellant, ("APP"),was the assessed owner of Condominium Unit 7 located at 400 Mar...
Sunoco L.P., ("SUN"), and NuStar Energy L.P., ("NS"), each a publicly traded partnership that avoids corporate tax treatment by satisfying section 7704(c)&#...
Dominick and Louis Denaples, (D),were equal partners in two partnerships, D&L and K, and each owned 50 percent of the stock of an 'S' corporation, R...
O and S sell products on Amazon.com by participating in Amazon's "Fulfillment By Amazon," ("FBA"), program. To participate in the FBA program, a merchan...
On January 1, 2020, Public Act 101-610 became effective and amended...portions of the pension code to consolidate all applicable local police and firefighter pension fund asset...
The sale of the Baltimore Orioles to a group led by private-equity legend David Rubenstein coincides with the establishment by the Internal Revenue Service of a "task forc...
B was a "non-resident alien." Section 873 governs deductions that non-resident aliens may claim when computing taxable income. Section 873(a) provides, "in the c...
In 1980, the taxpayer, a manufacturing corporation, discovered that between 1974 and 1977 an employee had embezzled $70,000x by writing checks for fictitious purchases of raw m...
In 1994, G began renting out a California property he owned. In 2016, G bought a property in Hawaii; and in 2017, G began renting out the Hawaii property. G had a full-time...
The taxpayer, ("TP"),occupies the subject Property as his personal residence. TP, in 2016, applied for, and received, a non-owner-occupied permit to use the Pro...
On March 20, 2018, the Department issued a gross receipts tax assessment to TP. On May 10, 2018, TP filed a timely written protest to the assessment of penalty. On May 16, 2018...
X had outstanding three classes of stock consisting of 100 shares of voting common stock, 100 shares of nonvoting common stock, and 50 shares of nonvoting 9 percent cumulative...
In 2020, petitioner's son was enrolled in East Los Angeles College. On her 2020 federal income tax return, petitioner claimed the American Opportunity Credit, (the "AO...
Plaintiff, ("P"), had an obligation to file his 2004 federal income tax return by April 15, 2005, or timely file for an extension, but failed to do either. On or abou...
WillScot Mobile Mini Holdings Corporation, ("WSC"), announced it has entered into a definitive agreement to acquire McGrath RentCorp, ("MGRC"). The deal, wh...
On June 26, 2000, petitioners and some of their family members loaned MC $10,000,000, of which petitioners contributed $4,044,096, in exchange for a promissory note. According...
Petitioner, a not-for-profit corporation, owns two parcels of land which, since at least the 1980s, qualified for exemption from real property taxes for religious and education...
In 2004, petitioner accepted a $26 million buyout from his company. The $26 million was paid in exchange for his ESOP stock and for his relinquishment of the interests he held...
A, an individual taxpayer, is a shareholder of X corporation, (XC). A contributes 100 shares of A's voting stock in XC to Y, an organization described in Sec. 170(c) of the...
CCA owned and operated the Detention Center, ("DC"). CCA incarcerated inmates for the County at the DC pursuant to the contract it executed with the County in 2010. C...
Online Travel Companies, ("OTCs"), operate websites where travelers can book hotel rooms. The city of Tucson, Arizona assessed Expedia, ("E"), for taxes und...
X has outstanding 100 shares of voting common stock. A owned 20 of those shares. X entered into a plan of recapitalization under which all of the X shareholders surrendered the...
Defendants are U.S. citizens. The Lloyds Account, (the "LA"), was comprised of three components. Defendants did not disclose the existence of the LA to Y when he prep...
APP, a MetroPCS-authorized dealer, sold cell phones, cell phone accessories, and prepaid wireless service plans at seven locations in California. CDTFA conducted an audit of AP...
"Motor Carriers" are registered with and authorized by the U.S. Department of Transportation to haul others' property in interstate commerce. They each remitted q...
Petitioner, (P), operates a website through which restaurants in over 27 cities and two countries offer meals for sale. When a meal is ordered through the website, the payment...
On Date 1, Y was granted an option to purchase "X" shares of Employer common stock, subject to a risk of forfeiture. On Date 2, Y filed an election under section 83(b...
RO is a non-profit corporation that owns and operates a country club in Vancouver, Washington. The most expensive memberships are "proprietary," "corporate,"...
TP owns and operatesused motor vehicle dealerships in New Mexico. TP is licensed as a used motor vehicle dealer as well as a motor vehicle sales finance company. At the t...
Inhibrx, Inc., ("INBX"), and Sanofi announced that the companies have entered into a definitive agreement under which Aventis, Inc., ("AI"), a subsidiary of...
A and B are husband and wife. C was a domestic C corporation and never had any stock outstanding that was readily tradable on an established securities market. C established an...
M is a wholesaler of tobacco products. M purchased "Other Tobacco Products," ("OTP"), from UST, also a wholesaler of tobacco products. UST purchased the OTP...
Chesapeake Energy Corporation, ("CHK"), and Southwestern Energy Company, ("SWN"), recentlyannounced that they have entered into an agreement to merge...
The active trade or business requirement, found in section 355(a)(1)(C), is arguably the one that is most closely identified with spin-offs. There are several layersto th...
The I.R.S. has given further consideration to Rev. Rul. 71-216, 1971-1 C.B. 96, which holds that a taxpayer who used a bank credit card to contribute to a qualified charity may...
The Bs appeal pro se from the Tax Court's denial of a motion to reconsider or vacate its decision sustaining the Internal Revenue Service's levy acti...
Petitioner, ("P"), is a limited liability company. Since May 2016, Charter Communications, Inc. has been the parent company of P. P provides "VoIP" telecomm...
January 22, 2024 - The Deal Survey: January 2024Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Where an acquisitive transaction qualifies as a reorganization, within the meaning of section 368(a) of the Code, the shareholders of the acquired corporation become entitled t...
During 2001 and 2002, petitioner husband was an active participant in a Sec. 403(b) employer-sponsored retirement plan. Petitioner husband claimed I.R.A. contribution deduction...
Plaintiffs filed their 2018 tax return over six months after the April 15, 2019 deadline. The I.R.S. assessed income tax, as well as penalties. Plaintiffs allege that they file...
EK was a majority owner of F, a logging business. TK, EK's spouse, was F's secretary. F failed to pay its unemployment compensation taxes... FS is also a logging busine...
Petitioners filed their 2006 and 2007 Forms 1040 on September 17, 2007 and October 2, 2008, respectively. Respondent sent petitioners a notice of deficiency on September 26, 20...
Unique Paving Materials, ("UPM"), owns three parcels of real property in Cuyahoga County, Ohio. For the second half of tax year 2022, UPM received a late payment pena...
This deficiency case is presently before the court on respondent's Motion to Dismiss for Lack of Jurisdiction. Respondent asserts that petitioner did not timely submit and...
R purchased the 19.9 acre property in Douglas County, Nebraska in 2016 with "the ultimate intent of developing it." At the time the property was purchased, and subseq...
RT, whose name had been selected by chance from a telephone book, was called on the telephone on April 18, 1948 and was asked to name a song that was being played on a radio pr...
S moved to the home in Carmel, Indianain October of 2020. She contracted to purchase the home on December 31, 2020, completing an application forIndiana's homes...
OM operated a car dealership in Indiana, ("IN"). OM regularly executed installment sale contracts to finance part or all of its customers' purchase prices and the...
TP intends to elect to be taxed as a REIT. TP owns commercial forest land, (the "Site"). The Site will qualify as real property within the meaning of section 856 of t...
A bipartisan agreement is taking shape in Congress to restore, at least temporarily, certain business tax benefits that had beeneliminated by certainprovisions of t...
The taxpayers owned and occupied a residence that had a fair market value significantly less than the amount of the first and second recourse mortgages that encumbered the hous...
Petitioner filed a petition with the Division of Tax Appeals on September 30, 2022. The petition "appears to challenge a property tax." A statutory notice or concilia...
Synopsys, Inc., ("SNPS"), and Ansys, Inc., ("ANSS"), announced, on January 16, 2024, that they have entered into a definitive agreement pursuant towhi...
On October 7, 2021, respondent mailed the first notice to petitioners for their 2017 taxable year. The first notice bears a stamped date specifying December 5, 2022, as the las...
TP purchased sterling silver flatware, ("SSF"). TP requests a ruling to determine if SSF (and hollowware) meet the criteria for the exemption from application of the...
In Year 1, A establishes and funds Trust, an irrevocable inter vivos trust, for the benefit of A's Child and Child's descendants. Under the governing...
Crescent Point Energy Corporation, ("CPG"), recently announced that it has entered into an "arrangement agreement" to acquire Hammerhead Energy, Inc., (&quo...
At the time of his death on February 1, 1973, the decedent owned 150 shares of common stock in a domestic corporation. The shares were valued for estate tax purposes at $70 per...
G leases fleets of vehicles to businesses throughout the United States, including New York. Each of the lease agreements contained a "terminal rental adjustment clause,&qu...
TP is a distributor of tangible personal property based outside of Washington, ("W"). TP operated as a subsidiary of P until...when TP was merged into P...and has ope...
Section 304 of the Local Tax Enabling Act, (the "Act"), provides that a...city with a publicly funded sports stadium or arena ("Facility") may impose a Faci...
During 2009, S was a self-employed consultant who reported his income on Schedule C. During 2009, T, S's wife, was employed by A. A made contributions on T's behalf to...
In all Missouri counties, including Jackson County, ("County"), real property is assessed for tax purposes on a two-year cycle with the assessor placing values on pro...
T owned property in Philadelphia, Pennsylvania, (the "Property"). On January 4, 2018, the City filed...a Tax Claim against T for unpaid real estate taxes, penalties,...
On September 1, 1975, the taxpayer, an individual, acquired unimproved real property that was subject to a mortgage. The taxpayer was not personally liable on the mortgage. The...
Company, ("C"), operated as an interim staffing services business with a focus on matching experienced executives and managers with the staffing needs of its clients....
Plaintiff is a district library. Defendant 1, ("D1"),is a municipal corporation, and Defendant 2, ("D2"), is a public body corporate established by D1...
Plaintiff was the owner of a commercial industrial property in Lansing, Michigan. In 2016 and 2017,a certificate of forfeiture of real property was recorded... The county...
In 2005, petitioner accepted a job at L in California. She started her job on or about April 26th of that year while still living with her daughter in Wichita, Kansas.
TP provides pharmacy benefit management services to its customers. Customers provide health care insurance coverage to their members. Audit determined that TP failed to report...
Petitioner filed a petition with the New York Division of Tax Appeals on August 26, 2022. The petition challenges a notice of disallowance of a 2021 STAR credit that was disall...
X has 3,000 shares of $100 par value voting common stock outstanding. For valid business reasons, a plan of reorganization was adopted pursuant to which X agreed to the issuanc...
BH is an 'S' corporation. BH has been certifiedas a QEZEsince March 2002. BH derives significant income from other states and countries by way of mail and o...
M is a licensed provider of durable medical equipment, ("DME")...to individuals enrolled in Medicaid, ("ME"). Historically, the Illinois Department of Healt...
L has been engaged in the practice of law from 1969 to the time of trial. In September 1979, L commenced trading in commodity futures for his own account. During the periods he...
FP owns USSub. USSubowns operating assets and operates businesses essential to the group's financial performance. As a result, if USSub's financial condition were...
Appellant, ("APP"),submitted the winning bid for the Property at the tax sale on September 15, 2021. On October 14, 2021, P filed an Appeal, (the "First Pe...
H owned the H Golf Course until it sold it to GC on September 21, 2021. Prior to the sale, the subject property was classified, valued, and taxed under the "Open Space Law...
In 2005, Congress enacted "the Act," creating two new tax credits for producers of alternative fuels and alternative fuel mixtures. The Act provided an "alternat...
The taxpayer sold certain assets consisting of printing equipment, minor tools, supplies, and the land and building where the "Claremont News" was located. The taxpay...
W is a section 501(c)(3) non-profit corporation. W constructed, owns, and operates Hotel. Hotel is located across the street from Museum. Museum is operated by MI. MI is also a...
FP is a publicly traded Country A corporation, and the parent of a worldwide group, (the "P Worldwide Group"). The P Worldwide Group's business operations include...
In 1988, A, an individual taxpayer, purchased an office building from B for $1,000,000. To pay for the building, A signed a note payable to C, a third party lender, for $1,000,...
This case concerns the City's efforts to obtain a deed for property sold at a tax sale. The owner of such property has a right to redeem it for a period of time following t...
MS filed as "head of household." Her husband, MR, filed as "single." Since the Ss are married and live together, MS cannot file as head of household and MR...
Lions Gate Entertainment Corporation, ("LGF"), announced a transaction, a very complex transaction we might add, in which, in effect, it will be transferring its crit...
On January 1, 2019, the appellant, ("APP"),was the lessee of a parcel of real estate owned by the Massachusetts Port Authority, ("M"), consisting of l...
Texas levies a franchise tax on all businesses chartered, organized, or conducting business within Texas. Texas applies the franchise tax on the business's "taxable ma...
On October 13, 2022, the Internal Revenue Service sent petitioners a notice of deficiency for 2017 and 2018. The notice stated that the last day on which petitioners could time...
December 29, 2023 - Volume 17 Issue 249Print Report
Y is a qualifying charitable remainder unitrust under Sec. 664(d)(2) and (d)(3) of the Code. Y proposes to invest in a number of funds that will be treated as partnerships for...
The subject property consists of a 0.98 acre lot improved with a single-family home. One bedroom is used as an office for both C's operations and the tax preparing services...
This case arises from a protest of a property tax appraisal of EQT's producing natural gas wells in MC by the Tax Department, and the property tax assessment by the MC Asse...
TP is a wholly owned subsidiary of a publicly-traded company headquartered outside of Tennessee, ("TN"). TP is headquartered outside of TN. TP maintains "Facilit...
J is involved in several companies. With respect to the three companies at issue, DFC, R, and P, J estimates that he spent more than one hundred hours, but less than five hundr...
Plaintiffs commenced these consolidated actions to collect delinquent ad valorem property taxes for the years 2017 and 2018 on various and sundry real properties, including the...
In June 2020, CG, a venture capital firm based in Chicago, purchased a residential property in Roanoke, Virginia. CG subsequently leased the residence to P. P opened and operat...
On August 30, 2022, the Department issued and mailed a Notice of Final Determination, ("NOFD"), to Respondent, ("R"), assessing additional sales and use tax...
December 27, 2023 - Volume 17 Issue 247Print Report
P is a State X corporation that serves as a holding company. P has one class of common stock outstanding which is both widely held and publicly traded.
&...
The subject property is a 1,632-square foot house built in 2016 and situated on a 1.10-acre lot. Both parties agree that the value of the subject property is impacted by a deco...
The Petition seeks relief from a Proposed Tax Assessment involving the denial of a credit against sales and use tax. The Petition was timely filed. The burden of proof is a pre...
December 26, 2023 - Volume 17 Issue 246Print Report
On August 27, 1982, the taxpayer executed an irrevocable banker's letter of credit (LOC) in favor of a charitable organization under Sec. 501(c)(3) of the Code....
Between February 11, 2013 and January 9, 2017, the Secretary made assessments against W. W failed to pay in full. Federal tax liens arose in favor of the United States on the d...
A is a non-profit trade association. California's franchise tax is imposed on the net income of every corporation doing business within the limits of this state. P.L. 86-27...
W concedes that its 2019 real property tax payments were not received by the County treasurer by their due dates. Late fees were assessed. The Board of Tax Appeals, (the "...
Tax statutes, be they federal, state, or local, frequently embody a mixture of both substantive and what might be termed "procedural" requirements. It is usually not...
Several months ago, Permian Resources Corporation, ("PR"), and Earthstone Energy, Inc., ("ESTE"), entered into a plan and agreement which envisioned the acq...
December 22, 2023 - Volume 17 Issue 245Print Report
In 1926, under an agreement with petitioner, EFC organized a new corporation with 12,500 shares of non-voting preferred stock and 30,000 shares of common stock.
Q began working for A in 2009. Q suffers from anxiety. The work conditions exacerbated her anxiety which led to migraines and agoraphobia. The company asked her to go on unpaid...
Southwest Gas Holdings, Inc., ("SWX"), recently disclosedthat, in connection with thepreviously announced planned separation and spin-off of its wholly ow...
December 21, 2023 - Volume 17 Issue 244Print Report
S purchased the assets of an automobile dealership in 1941. He promptly formed a corporation to operate the dealership. LE eventually acquired 40 percent of the shares of stock...
During the taxyears at issue, R was employed full time as a project manager for the University of Maryland. R also owned a vacation home in Ocean City, Maryland. During e...
Taxpayer, ("TP"), resided in Indiana and worked for a company in Indiana, ("IE"), until early 2018. IE has been withholding income tax on wages it paid to T...
December 20, 2023 - The Deal Survey: December 2023Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
December 20, 2023 - Volume 17 Issue 243Print Report
Petitioners filed a joint return for 2008 wherein they claimed a deduction for "nonpassive" losses from flowthrough entities ('S' corporations) totaling $3,80...
The City filed a putative class action against Defendants,which arestreaming companies. Defendants sought dismissal because the City allegedly lacked a private righ...
On or around March 27, 2015, L, from his home in New York, made an online purchase of a loader located in Iowa. L paid $35,000 for the loader. He paid Iowa sales tax at a rate...
In 2007, Lost Lake purchased land in the Town of Forestburgh, Sullivan County, New York, to develop as one of the DD resort communities. Lost Lake subdivided the property into...
Masonite International, Inc., ("DOOR"), a corporation organized under the laws of British Columbia, and PGT Innovations, Inc., a domestic corporation, ("PGTI&quo...
Petitioner owns real property that it claims qualified for an "EMPP" tax exemption. Petitioner attempted to file Form 5278 with respondent. Respondent did not receive...
December 19, 2023 - Volume 17 Issue 242Print Report
On December 1, 1971, petitioner, (P), executed a pledge in the stated sum of $25,000 to the 1972 JWFA. On December 30, 1971, P executed a non-interest bearing negotiable promis...
December 18, 2023 - Volume 17 Issue 241Print Report
SS conveyed a partial interest in her gas station to her children shortly before she and they joined in selling it to Texaco, Inc. (TI). SS and each of her children reported a...
On December 14, 1999, the DBT had owned 16.4 percent of the common stock of BPSI. On December 16, 1999, BPSI filed with the Pennsylvania Department of State articles of merger...
On April 16, 2016, APPs filed their 2015 Form 1...which indicated April 30, 2015 as their last date of Massachusetts, ("M"), residency. The Commissioner issued a Noti...
The subject property is a single parcel consisting of 36.72 acres. W purchased the subject property in 2017. Shortly thereafter, it began clear-cutting a portion, approximately...
R sells oral nicotine products in the form of nicotine pouches and nicotine lozenges under the brand name "V" throughout Texas. R began paying the Cigars and Tobacco...
December 15, 2023 - Volume 17 Issue 240Print Report
The question is whether the transfer by CSC to DOC was a reorganization or a mere sale which subjected the transferor to a tax on any profit realized.
&n...
From 2001 to 2005, D was the shareholder of DEI. D was charged with tax evasion. D pleaded guilty and was ordered to pay $1,633,471.00 in restitution to the I.R.S. for underpay...
The Division issued the notices to petitioner as a "responsible person" of the corporation because petitioner was listed as the incorporator, sole shareholder, and li...
HN is the sole member of Alico, LLC, ("A"), a Massachusetts, ("M") company. A owned two vehicles for use in its business. The vehicles are driven daily by t...
December 14, 2023 - Volume 17 Issue 239Print Report
The taxpayers were engaged in the management of mutual insurance companies. The management contract here involved existed between the taxpayers and GSLIC. The management activi...
TP is in the business of verifying the identity of individuals so that the individuals may pass through airport security check points more quickly. To sign up for TP's &quo...
Petitioner, ("P"), is the owner of TD. TD sold a variety of prepared foods as well as deli meat and other non-prepared foods. The auditor determined that P failed to...
The merger agreement pursuant to which Sirius XM Holdings, Inc. ("SIRI"), will become a wholly owned subsidiary of Liberty Sirius XM Holdings, Inc., ("SplitCo),...
Star Bulk Carriers, ("SBLK"), a corporation organized under the laws of the Marshall Islands, and Eagle Bulk Shipping, Inc., ("EGLE"), a domestic 'C'...
December 13, 2023 - Volume 17 Issue 238Print Report
At the end of 1992, Petitioner, (P), opened a credit card account with MBNA. P used the credit card to pay hospital bills and receive cash advances during periods of unemployme...
G, C's predecessor, was induced by federal regulators to absorb a failing Savings & Loan bank, B. B, not surprisingly, had liabilities exceeding assets of nearly $800 m...
Respondent determined a deficiency in petitioner's federal income tax for taxable year 2019, ("year in issue"). The sole issue for decision is whether payments of...
The separation of Sirius XM Holdings, Inc., ("SIRI"), from Liberty Media Corporation, ("LMC"), frequently rumored, has now become, or will by Q3 of 2024, a...
Cedar Fair, L.P., ("FUN"), an owner and operator of amusement parks,was one the last of the so-called "electing 1987 partnerships," (in fact, the only...
December 12, 2023 - Volume 17 Issue 237Print Report
Petitioner, (P), a New York partnership, owned and operated a rental apartment building located at 800 Fifth Avenue in New York City. The building contained 208 rental apartmen...
B is non-resident of the City of St. Louis, (the "City"), who was denied City earnings tax refunds for days he worked outside the City during tax years 2021 and 2022....
The tax court did not err in finding that R materially participated in Rogerson Aircraft Equipment Group, ("RAEG"), in 2014, 2015, and 2016 under section 469(h) of th...
Many taxpayers, as the end of the year rapidly approaches, turn their attention to two things: loss selling and charitable contributions. One of the most durable of tax savvy m...
December 11, 2023 - Volume 17 Issue 236Print Report
TP elected to be treated as a REIT. TP's primary business is to own, manage, acquire and dispose of timberland properties. TP conducts substantially all of its business thr...
For nearly 40 years, HC granted J an annual exemption from ad valorem property taxes. In 2019, however, the County reversed course. It denied J an exemption. It also assessed b...
The Commissioner issued a notice of deficiency to S for 2017 and 2018. The notice was dated August 25, 2022. The Commissioner sent it by certified mail on August 26, 2022. The...
December 8, 2023 - Volume 17 Issue 235Print Report
A corporation has been engaged in the M business and in the B business for more than five years. All of the stock was owned by a husband and wife and their son. The husband own...
Under ORS 12.115(1), "in no event shall any action for negligent injury to person or property of another be commenced more than 10 years from the date o...
The Internal Revenue Service, (the "I.R.S."), selected petitioner's 2019 federal income tax return for examination. The I.R.S. determined that petitioner had rece...
Colorado imposes a sales tax on the "amount paid" for food or drink served or furnished in or by dining establishments and other like places of business where food or...
December 7, 2023 - Volume 17 Issue 234Print Report
Each limited liability company (LLC) is classified as a partnership. Neither holds any "unrealized receivables" or "substantially appreciated inventory," an...
The subject property comprises two parcels that are 97 acres in total. The Clark County Park District, (the "District"), acquired title to the subject property in Mar...
In September 2016, L purchased an apartment complex. The Assessor increased the property's assessment to...for 2016, 2017, and 2018. L initiated appeals. Because neither pa...
This action is a dispute over whether the government's I.R.S. tax lien or the plaintiff's judgment against an Estate has a priority with respect to the assets of the Es...
Petitioners are residents of Connecticut, ("CT"). Z is a professor of law at the Cardozo School of Law of Yeshiva University in Manhattan, ("C"). Petitioner...
December 6, 2023 - Volume 17 Issue 233Print Report
X is a corporation engaged in an ongoing business, whose shares were held by A and A's child, B. A owned 500 shares and B owned 100 shares, 80 of which B inherited from his...
Parent is a Country Z publicly traded corporation with subsidiaries in multiple countries engaged in the Parent Business and the Controlled Business.Controlled is a newly...
Applicant is a manufacturer and retailer of non-alcoholic beverages in ready-to-drink twelve ounce aluminum cans to individuals. Approximately 75 percent to 80 percent of Appli...
Southwest Gas Holdings, Inc., ("SWX"), is committed to disposing of its subsidiary, Centuri Holdings, Inc., ("CH"). That much is clear.What remains&nb...
Petitioner, ("P" or "G"), was domiciled in New York State and City during 2014 and 2015. G received a schedule K-1 as a partner of Hildene Holding Company,...
Petitioner is a corporation that owns a "family cottage" for its shareholders' use. DB and WB, husband and wife, owned 24 percent of petitioner's shares befor...
December 4, 2023 - Volume 17 Issue 231Print Report
Petitioner, (P), is an exempt organization under (New York) Tax Law Sec. 1116(a)(4) and is registered as such with the Department of Taxation and Finance for sales and use tax...
C is an 'S' corporation. Until 2015, C was owned in part by a non-resident named CA. That year, CA and her co-owner sold their stock in C to an unrelated third party. T...
A was born in Mexico and has lived there all his life. The As own a condominium in Florida which is used for vacation and relaxation. In 1984, A applied for lawful permanent re...
The subject property consists of three parcels. The subject property was valued at $6,791,000. The Board of Education, ("BOE"),filed a complaint seeking an incr...
A taxpayer owns stock in Ycorporation which has, unfortunately, declined in price during the period the taxpayer has owned the stock. Thus, the taxpayer is "sitting&...
December 1, 2023 - Volume 17 Issue 230Print Report
M was engaged in two businesses, operating a hotel and renting improved real estate, both residential and commercial. The hotel business was started upon organization in 1920 a...
The company conducts business as a "travel experience enterprise." The company conducts travel business through two legal entities, CA and CB. CA and CB are sister co...
R started a business in 2014. Between August 2015 and December 2016, R's business filed sales tax returns without paying any sales tax. R's business closed in 2017. The...
The DuckhornPortfolio, Inc., ("NAPA"), recently announced that it has entered into a definitive agreement to acquire Sonoma-Cutrer Vineyards,Inc., ("SCV&qu...
November 30, 2023 - Volume 17 Issue 229Print Report
Petitioner, (P), is the owner and operator of a golf simulator business. The golf simulator facility has four golf simulators, a bar, and limited food service....
C, an 'S' corporation, claimed tax credits for 2013 pursuant to section 41 of the Code. The Code provides a tax credit for qualified research activities. To constitute...
E is a natural gas producer. At each well, E recovers an impure mixture of various liquid and gaseous natural resources, together with water and sediment. E uses its own equipm...
SorobanCapital Partners LP, ("S"), is a limited partnership composed of a general partner and limited partners. It reported as net earnings from self-employment...
November 29, 2023 - Volume 17 Issue 228Print Report
Procter & Gamble, (PG), has long engaged in extensive research activities. As a result of these activities, PG claimed research tax credits under Sec. 41 of the I...
C owns non-residential property with an equalized municipal valuation of $1 million or greater in the City... C requested a partial abatement of its 2021 property taxes, which...
During the relevant years, APP resided in Philadelphia, (the "City"), but worked exclusively in Wilmington, Delaware. Thus, she was subject to four income taxes (and...
November 28, 2023 - Volume 17 Issue 227Print Report
A joint venture operating in California plans to partially liquidate by distributing certain tangible personal property to each of its "50/50 partners."...
Citibank, ("C") does not have a place of business or any employees or property within Washington, ("W"). However, C generated, during the assessment period,...
The property tax obligations of certain businesses--including airlines--are centrally assessed by the Utah State Tax Commission, (the "Commission"). Before 2017, the...
DP, a Country A publicly traded corporation, is the ultimate parent of a worldwide group of corporations. DP appears to be Flex LTD. The Distributing Group consists of Business...
Taxpayer, ("TP"),is an Indiana limited liability partnership. TP files Form 1065 and Form IT-65, respectively. For the non-resident partners, TP files composite...
November 27, 2023 - The Deal Survey: November 2023Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
November 27, 2023 - Volume 17 Issue 226Print Report
The Gulf Coast Irrigation Company was the owner of irrigation properties. Petitioner was the sole shareholder of the Irrigation Company. A contract called for a conveyance of a...
For tax year 2020-21, the Assessor offered an online option to pay property tax bills...using ACH.The Assessor used a vendor known as FIS as part of the online payment pr...
November 24, 2023 - Volume 17 Issue 225Print Report
F operates dialysis centers in the U.S. and throughout the world. Between 1993 and 1995, whistleblowers brought a series of civil actions against F under the False Claims Act (...
Presidential, ("P"), is a company that conducts closings for real estate sales. A portion of the funding secured by the deed of trust, ("DOT") was not distr...
In November 2013, petitioner was both unemployed and without health insurance. He applied for health insurance through the Federal Health Insurance Marketplace, (the "Mark...
The crux of thisdispute is where C's natural gas production stops and processing begins. Costs incurred in the production of...natural gas are not deductible...but co...
ESI and its affiliated entities were engaged in a unitary business that involved business activity within and outside Maine. ES sold prescription drugs by mail order delivery a...
November 22, 2023 - Volume 17 Issue 224Print Report
M, a domestic corporation engaged in the hardware business, owned all of the common stock and 12 percent of the preferred stock of N, a domestic corporation engaged in the appl...
During the relevant tax period, S was wholly owned by a subsidiary of Wal-Mart Stores, Inc. S purchased Equipment for resale to other Wal-Mart subsidiaries that own and operate...
In January 2016, at the very height of the "inversion" craze, Johnson Controls, Inc., ("J"), entered into an agreement to merge with Tyco International, plc...
Crescent Point Energy Corporation, ("CPG"), announced that it has entered into an "arrangement agreement" to acquire Hammerhead Energy, Inc., ("HHRS&qu...
P and his wife owned residential real property in V which they purchased in 2012 for $270,000. The property was reassessed in 2021 at $303,800 and P filed a grievance challengi...
PCC's foreign subsidiaries had earnings generated outside the U.S. In 2017, the U.S. deemed such income from 1986 to 2017 repatriated into the U.S. under the "TCJA.&qu...
November 21, 2023 - Volume 17 Issue 223Print Report
In 1993, petitioners moved from VBV to RMV. After reading about a house for sale in the local newspaper, petitioners contacted the seller, GF. GF offered to finance the sale wi...
YAG was formed as a Delaware limited partnership on January 2, 2001. In early 2007, YAG registered under the laws of the Cayman Islands. Until January 14, 2007, YA was YAG'...
November 20, 2023 - Volume 17 Issue 222Print Report
T has been engaged in Business A since 1985. Part of T's business is the development of products the commercial sale of which is subject to regulatory approval; T has not y...
Aramark Corporation, ("A"), provides its services based on two types of contracts: (1) profit and loss and (2) management. Under a profit and loss contract, A operate...
Plaintiff, ("P"), was the owner of real property and improvements, (the "subject property"). The subject property is improved with a four-story brick apartm...
The Department is a state agency. On September 27, 2017, the Department issued a notice of proposed assessment to Ingram Micro, Inc., ("I"). I requested a review of t...
Recently, Liberty Media Corporation, ("LMC"), and a newly formed corporation, Atlanta Braves Holdings, Inc., ("ABH"), engaged in a reorganization, of the &#...
November 17, 2023 - Volume 17 Issue 221Print Report
Petitioner, (P), maintained a law office at 222 Madison Avenue, New York, NY during the 1983 tax year. P contended that during the 1983 tax year he maintained law offices both...
D is the parent of a worldwide group...engaged in Business A and Business B. D has outstanding D Debt, including the Revolver Amount. Subsidiary, ("S"), has outstandi...
TP was formed on Date 2 as a State limited liability company. TP's sole member, LP, is a subsidiary partnership of a private equity real estate fund, (the "Fund")...
November 16, 2023 - Volume 17 Issue 220Print Report
Under Sec. 23 of the Internal Revenue Code, a taxpayer undertaking the "adoption of a child with special needs which becomes final during a taxable year" is eligible...
The Petition for Review, ("PFR"), relates to Pennsylvania's participation in the Regional Greenhouse Gas Initiative, (the "RGGI"), based on regulations...
In October 2002, APP incorporated F. During the 2004, 2005, and 2006 tax years,F reported net losses. Between June 4, 2003, and December 20, 2007, APP made numerous trans...
In August, 2023 DISH Network Corporation, ("D") entered into an Agreement and Plan of Merger, (the "Original Merger Agreement"), with EchoStar Corporation,...
November 15, 2023 - Volume 17 Issue 219Print Report
On July 1, 1958, the taxpayer purchased 100 shares of common stock. On October 1, 1958, the taxpayer entered into an agreement for the sale of this stock at a loss; and to deli...
An individual purchased four condominium units by four separate deeds. Each unit was encumbered by a different deed of trust with different lenders. The four units were transfe...
On March 21, 2022, respondent issued to petitioner a notice of deficiency for tax year 2018. The notice indicated that the "last day to petition (the) Tax Court" was...
When the parties to an acquisition are uncertain about the value of the target, it may be best to delay paying a portion of the merger consideration until such time, if ever, t...
November 14, 2023 - Volume 17 Issue 218Print Report
The taxpayers were majority shareholders in a cattle ranch known as RV. On June 19, 1965, RV borrowed $1.5 million from T at an interest rate of 10 percent per annum....
On April 9, 2021, S filed their chapter 7 bankruptcy petition. On July 13, 2021, the I.R.S. filed their proof of claim, ("Initial Proof of Claim"). The I.R.S. stated...
APP is a restaurant and tenant of a hotel. In addition to its restaurant services,APP also provides catering services to the hotel. The hotel contracts with banquet group...
The Coca-Cola Company, ("TCCC"), is the ultimate parent of a group of entities, ("Company"). The Internal Revenue Service made adjustments that increased pe...
November 13, 2023 - Volume 17 Issue 217Print Report
X has been engaged in the farming business for more than five years. The stock is owned 25 percent each by Father, Mother, Son, and Daughter. Although Father and Mother partici...
TP operates the "Facility" that has on its premises: a storefront, two pistol shooting ranges, one rifle shooting range, a classroom.... The shooting ranges are only...
M is an asphalt manufacturer with production facilities in Washington. M's manufacturing division provides asphalt both to its construction division ("internal sales&q...
November 10, 2023 - Volume 17 Issue 216Print Report
Y is engaged in the business of commercial printing and has been so engaged for the past five years. Its outstanding stock consists of shares of common stock of which 15 percen...
Plaintiff, ("P"), paid $7,500 to become a member of the Club, a non-profit organization formed under N.J.S.A. 15A-2.1. His membership payment was memorialized in a &q...
B filed a chapter 13 petition for relief on March 19, 2021. On November 1, 2021, Treasury sent B a notice attempting to collect a pre-petition claim. Through the notice, Treasu...
In January 2010, Liberty Global, Inc., ("LG"), indirectly owned more than 50 percent of the voting interests in Jupiter Telecommunications Co. Ltd., ("JT"),...
November 9, 2023 - Volume 17 Issue 215Print Report
On Date K, SHA was one of three unrelated individuals that collectively owned all of the stock of T. T was a State X corporation whose outstanding stock consisted of one class...
P is an IT professional. P was employed by SRA OSS. In addition to working for SRA OSS, P purportedly conducted an activity that he reported as a business activity on Schedule...
Cadeler A/S, a public limited company incorporated under the laws of Denmark, is offering to exchangefor each outstanding share of Eneti, Inc., a corporation incorporated...
November 8, 2023 - Volume 17 Issue 214Print Report
Advice has been requested whether trustees of an unincorporated trust can contract for the construction of an office building on land owned by the trust without adversely affec...
R owes the United States $327,419.11 for unpaid income taxes, interest, and penalties. Multiple federal liens attached to his property interests, including his interest in the...
Respondents owned real properties and fell behind on their property taxes. Petitioner foreclosed their properties effective March 31, 2021. None of the respondents tim...
November 7, 2023 - Volume 17 Issue 213Print Report
X corporation changed its name and issued new stock certificates to its shareholders in exchange for the X stock held by them prior to X corporation's change in name. The t...
D, which may well be Johnson & Johnson, is the parent of a worldwide group of entities, (the "DWG"). D is also the common parent of an affiliated group that files...
Petitioner, ("P"), is a retailer of party goods... P is owned by PCH, a publicly traded retail chain. A statement of proposed audit changes was issued to P, "SSO...
An examination of P's returns for 2011 and 2012 was conducted by a tax compliance officer, ("TCO"). On June 2, 2014, the TCO issued P letter 692 ("15-day let...
In "EI," we considered whether decedent realized capital gain by executing amendments extending two variable prepaid forward contracts, ("VPFCs"), in 2008....
November 6, 2023 - Volume 17 Issue 212Print Report
Prior to Date A, TP owned 15,000 shares of M stock. On Date A and Date B, TP was granted 10,000 Incentive Stock Options (ISOs) and 30,000 ISOs for M stock, respectively. The ex...
S owns an interstate electric transmission line. S files an annual valuation report with the Arizona Department of Revenue, (the "Department"), and maintains its book...
L hired CPA KW to prepare and file his federal income tax returns for 2014-2016. Treasury Regulations deemed KW a "specified tax return preparer," requiring him to fi...
O founded V in 1993. O elected that it be treated as an 'S' corporation. V filed for chapter 11 bankruptcy. V contracted to sell its assets. The sale price was $370 mil...
The Ws created the Trust on June 26, 2007. The Trust assets included the Ws' personal residence and 5,938 shares of stock. The Ws previously owned the residence as tenants...
O produces specialty vehicles. The U.S. government regularly contracts with O to design and manufacture vehicles for the U.S. military. O routinely purchases both direct and in...
For the taxable year endingDate 1, Parent and its subsidiaries, which included Sub 1 and Sub 2, elected to file a consolidated federal income return, (the "Parent Gr...
P claimed a principal residence exemption, ("PRE"), on the H property in 2005 and enjoyed the exemption for several years. At some point in 2012, P began caring for h...
C was formed in Year 1 and elected classification as an association to be taxed as a 'C' corporation. On Date 1, C elected to be classified as an 'S' corporatio...
November 1, 2023 - Volume 17 Issue 209Print Report
TP owned Vessel, a fishing vessel. In Year 2, TP sold Vessel to Transferee. TP retained ownership of Vessel's "catch history" and license limitation per...
The Development Authority of DeKalb County, (the "Authority"), is the title owner for a piece of real property, (the "property"). The Authority leased the p...
At the time of his death in 2006, D owned a parcel of property in Richmond, Virginia. Payment of local property taxes on the parcel ceased after his death. The City filed an ac...
October 31, 2023 - Volume 17 Issue 208Print Report
P has entered a contract with the NYCDOT to operate a bicycle rental program (Program). P is Citigroup. The Program provides Users with access to bikes located at hundreds of s...
Y requested information regarding the taxability of Medicare Title XVIII premiums under Illinois law. Section 201(a) of the Illinois Income Tax Act, ("IITA"), imposes...
AnadarkoPetroleum Corporation, ("A"), an oil and natural gas production company, partnered with British Petroleum, ("BP")...through a joint operating...
Mr. W initiated this action on January 13, 2020. He alleged that he owed an outstanding tax debt, but also that the I.R.S. had "seized" his tax refunds for 2001 and 2...
October 30, 2023 - Volume 17 Issue 207Print Report
X is engaged in the banking business. Y is a holding company. Y holds "d%" of the stock of X. Y proposes to acquire sufficient shares of X so that it will hold at lea...
Utah Code Ann. section 59-2-103(2) provides for the assessment of property as follows: "All tangible taxable property located within the state shall be assessed and taxed...
C manufactures litter-generating packaged meat products which it distributes throughout the country. C stores and distributes meat products through its Swedesboro, New Jersey f...
October 27, 2023 - Volume 17 Issue 206Print Report
A and B are individual taxpayers who have been married to each other since date (a). Throughout their marriage, they have filed joint returns, held their property in joint owne...
Illinois requires anyone who wants to provide "cable or video service" to obtain permission from state or local authorities, and pay a fee, as a condition of using pu...
K was born in Japan. K obtained a U.S. Permanent Resident Card. K does not speak English. In 2014, the Japanese Tax Authority informed the I.R.S. that K received certain income...
Recently, Novartis AG completed the separation of its subsidiary, Sandoz Group AG. The business purpose asserted for the spin-off was the ubiquitous "fit and focus,"...
October 26, 2023 - Volume 17 Issue 205Print Report
X is a domestic corporation engaged in an ongoing business. It has 1,000 shares of voting common stock outstanding which are held as follows: A (548), B-D (39 each), E (333), a...
Debtor, ("D"), filed a chapter 13 petition on July 8, 2022. CF filed an unsecured claim on July 29, 2022. D objected to CF's claim. D argues that "the debt h...
On September 4, 2018, Grantors, ("Gs"),created Trust. It is a revocable living trust. During their lifetimes, G are entitled to a quarterly distribution of &quo...
JI, an 'S' corporation, reported research credits under section 41 to its shareholders for 2013 through 2016. Shareholders J and K claimed their share of research credi...
October 25, 2023 - Volume 17 Issue 204Print Report
P, a foreign corporation, owned all of the stock of S, a domestic corporation. S conducted Business A. In its business, S maintained an inventory of component parts....
The provisions of the Code governing the procedure for conducting a tax sale begin with the requirement for the Department to provide notice to the property owner. Payment to t...
October 24, 2023 - The Deal Survey: October 2023Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
October 24, 2023 - Volume 17 Issue 203Print Report
Because P sustained net operating losses (NOLs) of $110,833 in 1973 and $235,226 in 1974, he filed a claim for both Federal and New York refunds for income taxes paid in 1971,...
D is a publicly traded corporation engaged in non-pharmaceutical Business A and non-pharmaceutical Business B, which includes conducting research and development activities for...
TP operated a marine cargo terminal and was in the business of providing marine cargo handling services at the Port of Virginia. The Department audited TP and assessed use tax...
One of the more interesting deals in the market is Vista Outdoor, Inc.'s proposal for disposing of its Sporting Products business and returning to its shareholdersthe...
October 23, 2023 - Volume 17 Issue 202Print Report
Article 28 of the (New York State) Tax Law requires a sales tax to be paid on any "admission charge" for use of any "place of amusement." The taxpayer (TP)...
After persuading the department that the valuation methodology that it hadused to assess taxpayer's property in 2020-21 had been flawed, taxpayer asked the department...
This case involves Florida's "SOH" assessment cap. In 2008, voters approved a separate constitutional amendment that permits a homeowner to transfer the benefit a...
October 20, 2023 - Volume 17 Issue 201Print Report
The outstanding stock of X consists of a single class of common stock. In 1973, the directors of X distributed to its common shareholders transferable rights to subscribe, on o...
Every March, the City of Baltimore, Marylandissues a list of residential properties with attached liens that will become available at the tax sale in May. When its bids a...
Hyatt Hotels Corporation was the U.S. common parent for the Hyatt group of companies. Petitioner owns, leases, manages, and franchises hotel, residential, and timeshare propert...
October 19, 2023 - Volume 17 Issue 200Print Report
GM executed a trust agreement on January 1, 2002 that created the MCLT. The corpus of the trust consisted of part ownership in several real estate partnerships. The trust was f...
Broadcom, Inc., ("AVGO"), and VMware, Inc., ("VMW"), announced that the deadline for VMW's shareholders to elect the form of merger consideration they w...
Brookfield Asset Management recentlyannounced the details of its ambitiousplan to distribute to its Class A and Class B shareholdersall of the stock of a newl...
Wheeler Real Estate Investment Trust, Inc., ("WHLR"), is offering to exchange shares of its Series D Cumulative Convertible Preferred Stock for six percent Subordinat...
Under Utah Code Ann. section 59-10-104(1), "a tax is imposed on the state taxable income of a resident individual." State taxable income means the resident individual...
In this article 78 proceeding for declaratory judgment and other relief the petitioner seeks to reverse the administrative decision of the DOF,upheld on appeal by the Com...
In 2006, S purchased three retail buildings as investments. In 2017, S transferred the "E" property to the City and claimed a loss relating to that property. S stated...
October 18, 2023 - Volume 17 Issue 199Print Report
On March 26, 1990, the Board of Directors of C voted to transfer 300 shares of stock to Employees (Es) subject to restrictions that constitute "a substantial risk of forfe...
Applicant has rented floating dock space from a Lessor for ten years, with the lease renewal and billing cycle being done annually. The Lessor has charged the Applicant sales t...
APP, a California resident, was the sole owner and president of TM, a California-based 'S' corporation that developed and manufactured custom boats. In 2016, prior to d...
October 17, 2023 - Volume 17 Issue 198Print Report
Krispy Kreme Doughnut Corporation, (KK), sought review of a decision that it must collect sales tax at the four percent rate (rather than at the one percent rate) on...
Petitioners, ("Ps"), are the owners of an 18-acre parcel of real property. On March 4, 2004, the Town adopted a resolution whereby Ps were granted a real property tax...
October 16, 2023 - Volume 17 Issue 197Print Report
P, whose stock is widely held and publicly traded, is a manufacturing corporation organized under the laws of State A. T, whose stock is closely held, is a manufacturing corpor...
TP, an Indiana farmer, purchased a Ford 5000 tractor, ("Tractor"), at auction. TP paid sales tax on the Tractor. TP requested a refund of the tax paid, stating that t...
Nine West, ("NW"), is a global designer, marketer, and wholesaler of apparel... NW paid CAT on receipts for all goods shipped to distribution centers in Ohio, includi...
Plaintiff is a wholesaler and retailer of truck parts and tires. From 2012 to 2017, TT purchased tires wholesale from Chinese manufacturers. The parties stipulate that, "A...
Parent, a Country A corporation, is the foreign parent of a worldwide group, (the "Parent Group"). Parent has a single class of voting common stock outstanding that i...
When the I.R.S. files a notice of federal tax lien, ("NFTL"), on a taxpayer's property to collect an unpaid assessment, the Code gives the taxpayer the right to a...
October 13, 2023 - Volume 17 Issue 196Print Report
P (or TP) is an Indiana corporation engaged in the manufacture of precision instruments. M was an Illinois corporation engaged in a business related in character to that conduc...
It did not take long for the rumors to become reality. Exxon Mobil Corporation ("Exxon"),and Pioneer Natural Resources, ("Pioneer"), jointly announced...
October 12, 2023 - Volume 17 Issue 195Print Report
Petitioner, (P), was a resident of New York State (NYS) during taxable years 1993-1995. P intends to change his residence during 1996 at which time he will be considered a nonr...
An investment company that is registered under the Investment Company Act of 1940that meets the requirements of Rule 2a-7 under the 1940 Act is permitted to hold itself o...
SC charges customers for rides in horse-drawn carriages in downtown Nashville, Tennessee. SC is licensed and regulated by the Commission. SC charges its customers based on time...
October 11, 2023 - Volume 17 Issue 194Print Report
The organization maintains and operates an art museum devoted to the exhibition of American folk art. It operates a shop in the museum that offers for sale to the general publi...
TMRsubmitted a timely sales tax refund claim. The Department issued a Notice of Denial Letter. TMR is an affiliate of T-Mobile, ("TM"), and acts as a procuremen...
The Online Travel Companies, ("OTCs"), are technology companies that operate websites that enable travelers to research destinations...and request reservations... The...
The issue is whether forfeited military pay that is subsequently restored to a service member pursuant to section 875 of the Uniform Code of Military Justice when a court-marti...
Bristol-Myers Squibb, ("BMY"), and Mirati Therapeutics, Inc., ("MRTX"), announced that they have entered into a definitive merger agreement pursuant to ...
Washington imposes a "B&O" tax on every person that has a substantial nexus with this state...for the act or privilege of engaging in business activities. The tax...
October 10, 2023 - Volume 17 Issue 193Print Report
In 2008, the plaintiffs reported a net operating loss (NOL) of $66,044,546. As a result of the NOL, the plaintiffs sought to reduce their 2003 federal tax liability to zero and...
In Jack's Custom Cycles, Inc. v. South Carolina Department of Revenue, 439 S.C. 35, 885 S.E.2d 433 (Ct. App. 2023), the Court of Appeals held that the te...
Company, ("C"), is a remote seller of food products and has no physical presence in Colorado, ("CO"). C does not have any retail locations. The food product...
The taxpayer purchased a security from a registered security exchange on December 24, 1968. He made payment for and received delivery of the security on December 30, 1968, and...
The "VEETC" (or the "alcohol fuel mixture credit") was available pursuant to section 6426(b) until the end of 2011 for taxpayers who created qualifying fuel...
AMC Entertainment Holdings, Inc., ("AMC"), is now poised to implement its controversialrestructuring plan since, on August 11, 2023, the court finally approved...
Petitioner, (P), intends to provide bus sightseeing tours in midtown Manhattan. The tour is narrated by two guides, runs 75 minutes in duration, and follows a 4.2 mile route. T...
Taxpayer is appealing the penalty assessed by the Division under Utah Code Ann. section 59-2-207, for the late filing of the annual property tax statement for the 2022 tax year...
GSS Holdings (Liberty), Inc., ("GSS"),serves as the managing member and owner of Liberty Street Funding LLC, ("LS"). In September 2006, LS purchased a...
TP is a publicly traded and widely held corporation. S is wholly-owned by TP and is an entity disregarded as separate from TP. S has "a" series of publicly-traded exc...
O is a school district. In June 2023, it began the process to place a new operating levy on the November 2023 general-election ballot. R.C. 5705.03 establishes the process that...
TP's Schedule C described his business as "farmer/produce retail." TP's business in 2015 involved the sale of marijuana products. After audit, the Department...
This case concerns W's 2016 and 2018 income taxes, Those taxes were one of the subjects of W's Chapter 13 bankruptcy proceedings in the U.S. Bankruptcy Court. The I.R.S...
Corporation has outstanding 150 shares of voting common stock and 1,657.8 shares of non-voting common stock. A, the President and Chairman of the Board of Directors, directly o...
At issue in this case is whether the former owners of property that was taken by the City through eminent domain are entitled to a refund of the property taxes they paid betwee...
Taxpayer, ("TP"), asserts thathe was not required to file Louisiana, ("LA"), income tax returns or pay LA income tax for the Tax Years because he was...
Company has extended Incentive Stock Options to its employees. Following exercise of an option, the employee may enter into a "Margin Account Agreement" (the Agreemen...
J began investing in the real estate activities of H in 2001 and continued through approximately the end of 2011. J invested through two negotiated unsecured promissory notes,...
The Fiscal Officer valued the subjectproperty, an automobile dealership, at $988,900 for tax year 2019. The BOE filed a complaint seeking a value of $2,450,000 with the B...
Applicant uses items, referred to as "audiometers," in its business to "test patients for possible hearing aids." Sales of hearing aids and hearing aid supp...
Petitioner's stores sell Starbucks Doubleshot Energy (SDE) coffee drinks in cans for off-premises consumption. Labels submitted by Petitioner for the drinks listed as the p...
F owns and operates an amusement facility in Georgia that contains an arcade room... Some of the equipment used at F's facility...are classified as "coin operated amus...
Applicant is a business that sells various in-house made fudge, in-house made chocolate, and various other types of individual pieces of candy. It was represented that "th...
After Mr. Freed, ("F"), fell behind approximately $1,100 on his property taxes, T, acting on behalf of the County, and pursuant to Michigan's "GPTA," fo...
September 29, 2023 - Volume 17 Issue 186Print Report
PS is a publicly traded limited partnership that owns and operates Property. PS owns the stock of two subsidiaries, Sub 1 and Sub 2. To improve access to capital markets and fo...
SSE sells commercial, industrial, and residential electric services. H owned 96 percent of the stock and W owned the remaining four percent. H chose to have SSE be a 'C'...
Petitioner, Piper Trucking & Leasing, LLC, is a single-member limited liability company. Employers are required to file Form W-2...and Form W-3 with the Social Security Adm...
Lorillard Tobacco Company, ("LTC"), claimed a 100 percent exception to the add-back of New Jersey, ("NJ"), allocated royalties it paid to its wholly owned s...
LLC 1 is engaged in Business A. LLC 1 is wholly owned by LLC 2. LLC 2 is wholly owned by LLC 3. LLC 3 is "s%" owned by LLC 4, with the remaining interest held by a th...
September 28, 2023 - Volume 17 Issue 185Print Report
X and Y were corporations engaged in manufacturing. A and B, individuals, each owned 50 percent of the stock of X. A owned 25 percent of the stock of Y and X owned the remainin...
In 2014, TP began purchasing equipment to establish a data center in Virginia, ("V"). The purchased equipment was delivered to a storage facility...but not to the sit...
V is a global manufacturer of oleo-chemicals and personal care products. It manufactures bar soap, deodorant, and similar items at its plant in Kansas. V has no property or emp...
In 2017, petitioners were non-resident partners of Aristeia Holdings, L.P., ("A"). A owned 100 percent of AristeiaCapital, LLC, ("AC"), a disregarded...
September 27, 2023 - Volume 17 Issue 184Print Report
The total stock issued by petitioner, W.A. Drake, Inc., (WD), was 4,380 shares. WD had acquired 1,176 1/3 shares which were held in its treasury. The remaining 3,203...
Applicant is a medical spa that offers "cosmetic injectionsThe cosmetic products are purchased from out of state and are injected by registered nurses or nurse pract...
In November 2021, Liberty Media Corporation, ("LMC"), acquired sufficient additional stock in Sirius XM Holdings, Inc., ("SIRI"), to place LMC "in cont...
September 26, 2023 - Volume 17 Issue 183Print Report
A, an individual, entered into a real estate sales contract containing a clause making the contract cancellable by either party if the borrower did not obtain a mortgage commit...
Taxpayer, ("TP"), purchased a truck in 2018 and another truck in 2019 from a Rhode Island, ("RI") dealer and both times used a Massachusetts address. TP fil...
Taxpayer, ("TP"), is an Oregon corporation engagedin the business of compressing large bales, consisting of straw, into smaller bales using a "Compression...
September 22, 2023 - The Deal Survey: September 2023Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
The Vs formed K, a C corporation, in 2003. On February 13, 2012, K sold its assets to a third party for a total sales price of $5.1 million. The buyer issued two promissory not...
S held the position of I.R.S. Senior Appraiser beginning on July 10, 2006. S transferred from Connecticut to Hawaii. On September 16, 2011, C, S's supervisor, received an a...
September 22, 2023 - Volume 17 Issue 182Print Report
A, an individual, owned 75 percent of the outstanding stock of X. X owned all of the stock of three domestic corporations. In 1976, X adopted a plan of liquidation and pursuant...
On August 16, 2010, the I.R.S. prepared a substitute income tax return for Plaintiffs for the tax period ending December 31, 2008. The return resulted in an assessment of taxes...
September 21, 2023 - Volume 17 Issue 181Print Report
B, A's father, died testate on "X." During B's lifetime, B was a professional artist. At B's death, B owned a number of the paintings that B had created....
A operates industrial facilities in Tennessee. A is in the business of leasing hygienically-clean textiles to customers for a single use. Some are new and some are used. When A...
After G passed away in July 2003, his wife, L, was the sole beneficial owner of the "Swiss Account." She passed away in 2021. The parties agree that she failed to tim...
On April 13, 2018, petitioner filed an electronic request for an extension of time within which to file her New York State personal income tax return for the tax year 2017. The...
In 2011, TBLtransferred intangible property to an affiliated foreign corporation. The transfer occurred in the context of a reorganization. The tax treatment of TBL's...
On May 23, 2022, the I.R.S. sent petitioners, by certified mail, a notice of deficiency for tax year 2019. The notice advised petitioners that they had 90 days from the date of...
APP is an investment management company headquartered in Colorado. APP provides services to mutual funds. In accordance with Reg. Sec. 25137-14, APP assigned the gross receipts...
Green Plains, Inc., ("GPRE"), owns an approximately49 percent limited partner interest and a two percent general partner interest in a publicly traded partnersh...
PENN Entertainment, Inc., ("PENN"), recently announced that it hadentered into an exclusive U.S. online sports bettingagreement, referred to as the "...
September 19, 2023 - Volume 17 Issue 179Print Report
Throughout 1997, Petitioner, (P), was married to MC, although the couple was "emotionally estranged." Nevertheless, P and MC both resided in the same residence (the M...
Applicant, ("APP"), is a bakery that makes various food items, including decorative cookies. On occasion, APP will host cookie decorating classes. These classes take...
T alleges the following: "On April 15, 2022, I mailed my 2018 tax return for the year ending December 31, 2018 to the defendant by certified mail. I never received my refu...
September 18, 2023 - Volume 17 Issue 178Print Report
X is a retired executive officer of C. X was a participant in C's executive stock purchase plan (the Plan). X has entered into 14 different stock restriction agreements in...
An 'S' corporation incurred a net operating loss, ("NOL"), that it passed through to its sole shareholder, an electing small business trust, ("ESBT"...
Taxpayer, ("TP"), is an out-of-state corporation. TP conducts business in Indiana. TP submitted an amended 2017 tax return calling for a refund of income tax. The Dep...
G filed for Chapter 7 bankruptcy on May 11, 2021. G claimed an exemption for the Fund. The Fund is a Registered Retirement Savings Plan, ("RRSP"), organized under Can...
September 15, 2023 - Volume 17 Issue 177Print Report
Following the exercise by an employee of an Incentive Stock Option, (ISO), such employee may enter into a "street name arrangement" with a brokerage firm....
TP, a publicly held corporation, entered into a merger agreement dated Date 4. TP had no majority shareholder. TP was acquired in a reverse triangularmerger with Merger S...
TP is a real estate investment trust, ("REIT"). P is a publicly traded REIT which owns an "a"% indirect interest in TP through OP. On Date 2, C and P entere...
TriNet Group, Inc., ("TNET"), is engaging in a massive, nearly $1 billion, stock repurchase which has some unusual features, most notablyfrom a federal income t...
TP is a limited partnership. TP owns Property 1, located in City A, State Z, through one of its disregarded entities, DE 1. Property 1 has been held for productive use in a tra...
W, a New Jersey resident,is the record owner of a residential property located in Pennsylvania. W owed delinquent taxes for tax year 2019. On June 26, 2021, the Bureau se...
The boards of directors of paper manufacturersSmurfit Kappa Group plc, ("S"), and WestRock Company, ("W"), recently announced the signing of a definit...
September 13, 2023 - Volume 17 Issue 175Print Report
The taxpayer owned improved real estate that it used in its trade or business in City X. Dangerous chemicals were released in the city where the taxpayer's property was loc...
On February 25, 2020, petitioner, ("P"), filed with the WBO Form 211. P alleged that Targets had engaged in money laundering through real estate transactions. On June...
In 2013, PCM contracted with the Daimler Group for the construction of a data center in New Albany, Ohio. In 2016, after construction was complete, the tax commissioner commenc...
Bank of California, Inc., ("BANC"), and PacWest Bancorp, ("PACW"), two West Coast stalwarts who have been punishedin the wake of the Silicon Valley Ba...
Hostess Brands, Inc., ("TWNK"), announced that it has entered into a definitive agreement with the JM Smucker Company, ("SJM"), in connection with which the...
September 12, 2023 - Volume 17 Issue 174Print Report
In June 1973, X granted an option to purchase shares of its common stock to the taxpayer who was one of its employees. The option satisfied the qualified stock option requireme...
J sold NGL it produced from gas wells to EP under the terms of the Purchase Agreement. Gas from wells operating prior to June 1, 2012, was classified as "Base Production;&...
On October 1, 2015, the County assessed the property in the name of "LW," the property's owner at that time. Three months later, LW conveyed the property to C, wh...
September 11, 2023 - Volume 17 Issue 173Print Report
TP is a multiple-employer VEBA formed by P Corporation, (P), in Year 1. T is a simple trust operating as a welfare benefit fund and was formed by P in Year 2....
MD is a wholesale distributor of pharmaceutical drugs. C insured MD under a claims-made liability policy. The policy provides for reimbursement of defense costs and for liabili...
DK formed KC LLC to purchase, modify, and resell automobiles. DK obtained an investor, LH, to contribute to his business plan, and they began buying cars and titling them in Mo...
The Financial Accounting Standards Board, ("FASB"), has reached final decisions on the controversial topic of accounting for so-called "crypto assets." It a...
September 8, 2023 - Volume 17 Issue 172Print Report
LLC was previously a subsidiary of Company that converted, in Year A, to a limited liability company, whose sole member is Company. LLC has not made an election under Reg. Sec....
The Department of Revenue, (the "Department"), claims that the Taxpayer, ("TP"), owes sales taxes on Hotel rooms and poolside cabanas furnished and rented t...
On May 15, 2015, the City of Atlanta filed a demolition lien against a certain parcel of real property. The record shows that JL was the record owner of the property at the tim...
We feel compelled to respond to a Bloomberg Intelligencer article in which the author speculates that the I.R.S. is preparing to "attack" and "retroactively tax&...
September 7, 2023 - Volume 17 Issue 171Print Report
Y is a tax-exempt organization recognized under Sec. 501(c)(3) of the Code. Y intends to form a corporation in Foreign Country ("C") for the purpose of facilitating a...
The typical transaction at issue in this case goes as follows. A customer approaches a dealer, (the "transferee dealer"), about purchasing a specific vehicle, for exa...
The Westin St. Francis, ("WSF") is the third largest hotel in San Francisco. The hotel consists of two buildings on two lots. C operates the hotel pursuant to a manag...
TP, a real estate investment trust, ("REIT"), owns or controls timberlands. TP has entered into an agreement, (the "Agreement"), with SU under which SU pays...
TransAlta Corporation, ("TAC"), owns approximately sixty percent of the outstanding stock of TransAlta Renewables, Inc., ("RNW"). Each of TAC and RNWi...
It has taken quite a while but, finally, Intercontinental Exchange, Inc., ("ICE"), was grantedpermissionto complete its acquisition of Black Knight, Inc.,...
September 6, 2023 - Volume 17 Issue 170Print Report
X is an 'S' corporation. X and A propose to enter into an agreement that provides options to both parties that, at a future date, may result in the transfer of ownershi...
The use of contractual contingent value rights, ("CVRs"), to bridge valuation gaps has become almost standard operating procedure in the world of health care acquisit...
This letter is in reply to your request on behalf of the Taxpayer regarding the Virginia retail sales and use tax application to certain animal vaccines. The Taxpayer requests...
It is virtually impossible, under the current state of income tax reporting, to determine the amount of income taxes a company actually pays during a given taxable year with re...
September 5, 2023 - Volume 17 Issue 169Print Report
H and W and their three grandchildren owned all the stock in S, an 'S' corporation. For 1977 and years prior, S owned a 19.59652 percent working interest in an oil prod...
M was a drug testing company. In March 2012, defendants executed a credit agreement (the "2012 Credit Agreement") providing M with a term loan and revolving loan. &qu...
It has now been several months since the closing of the historic acquisition by UBS Group AG of troubledCredit Suisse AG. Upon the closing of the transaction, each outsta...
September 1, 2023 - Volume 17 Issue 168Print Report
A was the sole shareholder of Y, and was the guarantor on an unsecured note of Y in the principal amount of $200x issued to Z, an unrelated party, in exchange for a loan....
Petitioner's representative, C, filed petitioner's Original 2017 Louisiana Individual Income Tax Return, (the "OR"), on June 19, 2020. The OR showed a balance...
Taxpayer, ("TP"), argues that the income for the tax years at issue is from a "retirement system for retirees of the United States Government." It is undisp...
T is a holding company which, through its subsidiaries, is engaged in Business P and in Business D. T has three classes of stock outstanding: Class A voting common stock owned...
Petitioner is a limited liability company that runs a jeep tour business. Petitioner's jeep tour business operates by taking customers on jeep tours in the desert surroundi...
TP is an air carrier authorized by the Federal Aviation Administration, ("FAA"),to operate...in Virginia. As a result of an audit by the Department, TP was asse...
J produces Tezos tokens, a form of cryptocurrency, through a process known as "staking." As J sees it, he owes taxes on the tokens only when he sells or transfers the...
A small group of investors, termed the LO, has leased a parcel of land to corporate taxpayer, the LE. The LO is entitled, upon the LE's default, to repossess the land and t...
APP is engaged in the business of providing election services and/or products, including ballot administration. APP's customers contract with APP to administer elections an...
The subject property is comprised of a use restriction, a right of first refusal, and a reservation of mineral rights related to real property. C conveyed title of the land and...
The issue is whether TPs are entitled to a credit against their New Mexico taxes for taxes paid to California. TPs have income from numerous sources. TPs have rental properties...
All of the Ss'tax returns from 1999 through 2003, and from 2005 through 2014, were filed as joint returns. The tax return at issue in this case is the Ss' 2004 ta...
Applicant, ("APP"),is a California based section 501(c)(3) non-profit organization and marketplace facilitator. APP provides a marketplace platform exclusively...
Petitioner, (P), operates several facilities in New York City (NYC). These facilities provide instruction in yoga as well as a variety of classes that are included as part of a...
Cook County, ("CC"), contends that a number of banks operating in northern Illinois made credit too readily available to some borrowers, who defaulted, and then forec...
P owned all of the stock of S for over five years during which time P has been engaged in the manufacture and sale of wire products and S has also been engaged in the active co...
P was the sole member of S, a single member limited liability company. S ceased to exist in approximately May 2008. It was a disregarded entity, ("DRE"), for federal...
Taxpayers, husband and wife, filed Virginia resident tax returns for the 2018 through 2020 taxable years, claiming subtractions for distributions taken from retirement accounts...
Section 355(a) of the Internal Revenue Code Code provides, in pertinent part, that "If a corporation...distributes to a shareholder, with respect to its stock...solely sto...
FA, an FC corporation, uses the accrual method of accounting. FA wished to acquire T, the domestic common parent of a consolidated group of corporations using the accrual metho...
The Court of Special Appeals ruled that Potomac Edison Co., ("PE"), processing activities were performed within the statutory definition of "production activity....
Debtor filed his Chapter 7 bankruptcy petition on September 28, 2021. A tax refund comes from tax "payments," including refundable credits and other payments such as...
August 24, 2023 - The Deal Survey: August 2023Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Permian Resources Corporation, ("PR"), and Earthstone Energy, Inc., ("ESTE"), announced that they have entered into a definitive agreement under which PR wi...
The Bank Secrecy Act requires many citizens and residents to report financial relationships and transactions with foreign banks. See 31 U.S.C. section 5314(a).Citizens an...
On August 12, 2020, the Court confirmed the Debtor's plan...which she successfully completed, and on March 31, 2023, the Court entered an order granting the Debtor a discha...
Petitioner, ("P"), inquires whether nonqualified deferred compensation earnings are considered taxable for purposes of the Metropolitan Commuter Transportation Mobili...
Petitioner did not timely file a Federal income tax return for 2015. The I.R.S. prepared a substitute for return, ("SFR"), and, on April 5, 2021, issued petitioner a...
Decedent created Trust on Date 1 and died on Date 2. Decedent owned an individual retirement account, ("IRA"), at the time of his death, which named Trust as the sole...
Petitioner, (P), which owns retail stores throughout the world, maintains its principal offices in New York City. It is necessary for it to call to this City, from time to time...
In 2010 and 2011, A obtained two loans from Bank of North Dakota, ("BND"),to attend GU. A graduated with an associate degree of applied medical science in Decem...
JP created the Trust on February 26, 2002, and subsequently conveyed his home, (the "Property"), to the Trust for a term of five years. P, the son of JP, was the sole...
X, a State C banking corporation, has outstanding 2,000x shares of common stock which were publicly-held. X has decided that its stock should be owned directly by a c...
Decedent died on August 30, 2014. SW, Decedent's daughter, was appointed the personal representative of Decedent's estate on September 25, 2014.A Maryland estate...
In 2012, E was an 'S' corporation. P was the 100 percent shareholder of E. E was the sole member of the PLF entities, treated as disregarded entities. The PLF entities...
The Franchise Tax Board, ("FTB"), accepted APPs' assertion that they were part-year residents of California during the 2018 taxable year. Part-year residents are...
HF Sinclair Corporation, ("DINO") owns a 47 percent limited partner interest in Holly Energy Partners, L.P., ("HEP").and a non-economic general partne...
Energy Transfer L.P. ("ET"), and Crestwood Equity Partners L.P., ("CEQP"), each a publicly traded partnership, announced that the parties have entered into...
P is a State X corporation the stock of which is widely held and publicly traded. FS is a Country Y corporation which was formerly engaged in retailing consumer electronic merc...
The Affordable Care Act, ("ACA"), contains both an individual mandate and an employer mandate. The employer mandate requires "large employers" to give full...
A corporation has both a qualified stock option plan and a nonqualified stock option plan. An employee who exercises an option granted under the nonqualified plan may pay for t...
In 2003, H purchased a home, (the "subject property"). In 2007, he applied for, and received, a homestead exemption on the subject property. Generally, an application...
Taxpayers, ("TPs"), claimed an overpayment for the 2013 Tax Period, in part based on their claim for the Motion Picture Investment Tax Credit, ("MPITC"). Th...
P was a professional baseball team. The team's stadium is owned by City, and P rents the property from City. Texas imposes a tax upon each sale of a taxable item in this st...
In 2019, to much fanfare, Fidelity National Information Services, Inc., ("FIS"), acquired all of the outstanding stock of Worldpay, Inc., ("WP"). The acquis...
Petitioner, (P), is a national accounting firm with offices in New York City. From 1974-1985, P was a party to a series of three-year agreements with the operator of Madison Sq...
LL is a publicly traded Australian corporation that conducts business operations in numerous countries. LLAH, a Delaware corporation, wholly owns a group of subsidiaries (colle...
The MBTAimposed "a business income tax on every taxpayer with business activity within this state..." For companies operating in multiple jurisdictions, the MBT...
Cleveland-Cliffs, Inc., ("CLF"),decided to go public with an offer it previously made exclusively to the Board of Directors of the United States Steel Corporati...
Companies with products and/or processes that are still in the developmental stage, and have not yet attainedcommercial viability, are notoriously difficult to value. Whe...
In 1969, a taxpayer sold shares of stock having an adjusted basis of $40,000 for $100,000 and elected to report his gross profit of $60,000 from the sale on the installment met...
S is in the fracking business. Fracking is a process that entails pumping a pressurized mixture of...into the earth to fracture...rock formations and extract oil and gas. At is...
Trust X (TX) acquired Farm Y (FY) on December 31, 1951. On September 9, 1974, TX sold FY to T, the trustee of TX, for a total sales price that was less than the appraised value...
Section 7623 provides for awards to individuals who supply information to the Government about third parties who have underpaid their taxes or otherwise violated the internal r...
TP rents audio equipment to customers for use in concerts, festivals, meetings, and other events. TP's rentals can be categorized into two general groups: rentals of bare e...
An individual acquired four condominium units...by four separate deeds. Each unit was encumbered by a different deed of trust with different lenders. The four units were transf...
Avid Technology, Inc., ("AVID"), is the subject of a leveraged buy-out, ("LBO"). It recently announced that it has entered into a definitive agreement to be...
Schlumberger Limited (SL) is incorporated in the Netherlands Antilles. Its only service is the management of its subsidiaries; it receives fees for this service. It also receiv...
On March 12, 2018, B signed his last will and testament, (the "Will"). In his Will, B appointed S as executor of his estate. The Will bequeathed $100,000 to S. It pro...
The Department of Revenue, (the "Department"), concluded that TP was taxable as a domiciliary resident of Virginia. TP appeals, contending she was a resident of State...
H is a limited partnership formed in 2000 to acquire an N.B.A. franchise, the Vancouver Grizzlies, which later became the Memphis Grizzlies. In October 2012, H sold the Grizzli...
Y is exempt from tax under Sec. 501(c)(3) of the Code. Y's purposes include operation of a museum and research center that provides a location to receive and display materi...
From 2014 to 2018, the Affordable Care Act's "individual mandate" instructed most Americans to purchase health insurance. See section 5000A(a). Abstainers paid a...
The "Resort" is comprised of 109 condominium units that contain 5,688 timeshare fractional interests under the Tennessee Timeshare Act. Timeshare fractional interests...
The Ergen family has long enjoyed a controlling interest in each of DISH Network Corporation, ("DISH"), and EchoStar Corporation, ("SATS"). Approximately fo...
B sold "trailer type vehicles" to non-Wisconsin residents, who did not use the trailers in Wisconsin. Each of the trailers was designed to be used in conjunction with...
D is an 'S' corporation. A and B each directly own "a%" of the equity ownership interests of D. The remaining "b%" of the equity ownership interests...
The debtor and his wife filed a joint tax return for 2022. On February 2, 2023, the debtor filed his Chapter 7 bankruptcy petition. He is the primary wage earner for the family...
X corporation (X) has outstanding Class A nonvoting common stock, Class B voting common stock, and nonvoting preferred stock. The preferred stock was limited and preferred as t...
P resided at his home, (the "SMP"), through February 16, 2017. The SMP was left vacant until September 15, 2017. As of that date through the end of 2017, P rented the...
K was a part owner of SP, which enhanced high-performance cars and made them faster. K started a new side business that would purchase, modify, and resell automobiles. He forme...
Taxpayer protests the Indiana Department of Revenue's (the "Department") denial of his claim for refund of the sales tax paid on the purchase of a spa. The taxpay...
The Hatch-Waxman Act, ("HWA"), established an expedited process for obtaining FDA approval to sell generic drugs. Generic manufacturers could now file an Abbreviated...
Taxpayer, ("TP"), is an individual who purchased a vehicle in Indiana and paid sales tax at the time of purchase. TP'svehicle was transported to his home st...
AT&T (T) is organized under the laws of New York and has hundreds of subsidiaries across the nation. Approximately 20 were located in Kentucky (KY). The subsidiaries not lo...
The issue in this appeal involves the Department's disallowance of expenses for a horse farm that Taxpayers claimed on their Schedules F. The Department contends that the h...
Petitioner, (P), is art gallery located in New York City. On or about September 9, 2003, P acquired what was purported to be a Max Ernst painting (the Painting) from GDM for th...
H was a partner in a partnership that placed equipment in service in 2009. Fixed date conformity, ("FDC"), additions and subtractions for bonus depreciation were clai...
TRC'sprimary service is dialysis treatment and education. TRC asserted that laboratory testing services and healthcare provider services were performed out of state,...
It will come as no surprise that gross income includes, among many other things,"gains from dealings in property." See section 61(a)(3) of the Code. In general,...
TP elected to be taxed as a REIT. TP is in the business of owning and leasing senior housing and healthcare related real estate. In Year 2, TP acquired an ownership interest in...
The subject parcel is a leasehold interest in a public parking garage which was constructed in 2016. Respondent valued the leasehold interest at $6,896,400. Respondent issued a...
CSC was the U.S. parent of a group of corporations that joined in the filing of a consolidated Federal income tax return. In July 2007, CSC acquired all of the stock of COV. As...
Plaintiffs, ("Ps"), are regular users of crypto currency. Ps seek declaratory relief against the enforcement of section 6050I. In 2021, the Infrastructure Investment...
On July 31, 2023, New Relic, Inc., ("NEWR"), announced it had entered into an Agreement and Plan of Merger with Crewline Buyer, Inc., ("Parent"), and Crewli...
TP intends to elect to be taxed as a REIT. TP was formed to acquire a portfolio of hotels. TP's acquisition of the hotels will be effectuated by a contribution of the prope...
In 2007, the parents formed P, a limited liability company. P's assets include two residential rental properties. In 2014, the parents assigned 100 percent of their interes...
TP is an Arkansas, ("AK"), resident who chose to purchase a car from an Indiana dealership. The dealership charged TP Indiana sales tax at TP's home state's r...
Historically, stock purchase warrants were neither "stock" nor "securities" for tax purposes. Thus, when warrants were received in a non-recognition transac...
Petitioners have entered into a Purchase Agreement (the Agreement) for the purchase of three adjacent condominium units (the Property) which they intend to combine into a singl...
The United Department of Housing and Urban Development has two deeds of trust on a Missouri home. They were security for home-equity loans taken out by a couple that previously...
APP owns a stretch of land in TC. The majority of the property comprises 63 acres. This parcel is made up entirely of vineyards. In 2018, the TC Auditor created two new parcels...
Petitioner, ("P"), is an attorney. He has been involved in real estate activities for many years. IM is a limited partnership of which P was a member. XWD is a single...
In 2015, I and D each received $8,826.30 to settle a lawsuit. The I.R.S. mailed a notice of deficiency. The I.R.S. levied on their property. The Cs filed a petition in the Tax...
The taxpayer is a domestic savings and loan association. With interest rates higher in the 1980s as compared to earlier years, the taxpayer offered discounts on an individual b...
Ps arethe sole shareholders of BJF, (the "Corporation"). The Corporation is an 'S' corporation. For the 2019 tax year, the Corporation sold a commercial...
With respect to P's Federal income tax for 2013 and 2017, the I.R.S. determined deficiencies...plus accuracy related penalties. The deficiencies are attributable to short-...
Petitioner, (P), is a nonresident musician who has been touring and making albums for many years. He currently performs several times a year in the metropolitan commuter transp...
The Archbishop of Washington is the owner of land at 1717 Rhode Island Avenue, N.W. In 2002, the Archbishop and M entered into an agreement for the lease of the land to M until...
Fidelity National Information Services, Inc., ("FIS"), in 2019, acquired Worldpay, Inc., ("W"), in a cash and stock deal for well north of $30 billion. The...
The I.R.S. concluded that WA owed a tax deficiency and it undertook efforts to collect that amount. WI was involved in that effort. WA learned that the I.R.S. had levied and ga...
In December 2010, plaintiffs became the owners and operators of FP. FP, operating online, sold raw pet food. In October 2014, G moved the business to Florida, registering the b...
Bank of California, Inc., ("BANC"), and PacWest Bancorp, ("PACW"), have announced the signing of a definitive merger agreement pursuant to which the compani...
Pursuant to a plan of reorganization which qualified under Sec. 368(a)(1) of the Internal Revenue Code, the acquiring corporation paid all of the costs necessary to register wi...
G.L. 1956 section 31-36-7 requires that: "Every distributor shall...render a report...of the amount...of fuels purchased, sold, or used by the distributor within this stat...
AA applied for a tax exemption for fifteendifferent properties that it owns and leases to private entities. The properties are located within airports in HC. The lessees...
TP is an Indiana resident. TP purchased a vehicle in 2017 in Illinois, listing both himself and his corporation as co-owners. TP later sold his company and k...
Johnson & Johnson, ("JNJ"), currently owns 1,716,160,000 shares of Kenvue, Inc., ("KVUE"), or approximately 89.6 percent of KVUE's issued and outsta...
In January 1970, X issued 1,000 shares of its common stock in exchange for all of the stock of Y. On September 1, 1972, X sold its stock in Y to M for a noninterest bearing not...
CC is non-stock corporation established in 1984. CC is recognized as a charitable organization under section 501(c)(3) of the Code. CC is licensed by DDS to operate "CLA&q...
JM wanted to purchase a 2022 TeslaModel Y. He owned a 2015 Buick Enclave and intended to use that vehicle as a trade-in when buying the Tesla. But there were no Tesla dea...
As threatened, the great state of New Jersey has taken action to "level the playing field," from a tax point of view, with several of its neighboring states, most not...
Plaintiff, (P), is the sole shareholder of C, a New Jersey corporation. C has elected to be taxed as an 'S' corporation. For 2009, C filed a New York State 'S'...
AL coordinated lot sales for six bonded real estate developments, ("2009 development projects"): (1) SD, being developed by RI, (2) CBD, being developed by RRDN...
C is an Indiana car dealership whose customers include Kentucky residents. C collected Kentucky's "MVUT" for its Kentucky customers and deposited the funds into i...
Y owns all of the stock of C. A is Y's son-in-law. A is active in the management of C and is also the trustee of several trusts created by Y for the benefit of A's chil...
U is an 'S' corporation with its headquarters in Wisconsin. U is a web-based distributor of industrial and packaging products. U shipped most inventory items from its d...
APPs timely filed a Form 540 California Resident Income Tax Returnfor the 2017 tax year, reporting a California adjustment for Nevada wage income earned by AH in 2017. FT...
Minnesota, ("M"), law imposes an income tax on the taxable income of both residents and non-residents. Non-resident individuals and shareholders are required to file...
July 20, 2023 - The Deal Survey: July 2023Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
The withholding agent (WA) filed Forms 1042-S with the Service showing a claimed exemption from withholding on payments of "effectively connected income." During an e...
In 2007, D signed a power of attorney agreement appointing his son, DO, as his agent. DO made annual monetary gifts to family members from 2007 to 2014. On September 6, 2015, D...
H is an Arizona company that sells products online throughout the country. It argues that Louisiana's parish-by-parish sales-and-use tax system is so costly to navigate tha...
Approximately 1/3 of C's shareholders own less than 100 shares of C's common stock. More than 1/2 of these shareholders own less than 26 shares. C incurs substantial ex...
On July 18, 2023, Liberty Media Corporation effected a distribution of its stock in Atlanta Braves Holdings, Inc. to the holders of certain classes of its tracking stock. The v...
TP, as part of a new job, sold her vehicle to her new employer. After a week or so of working at the employer, TP decided she would return to her old job and left the new emplo...
APP is a steel and aluminum distributor. APP purchases its aluminum and steel from various vendors for resale. On occasion, a customer may request "further work" from...
B is an insurance company. B is in the business of issuing accident and health insurance plans. B is subject to a "Premium Tax," as well as corporate income tax on it...
On January 1, 2019, and January 1, 2020, APP was the assessed co-owner of a condominium unit, (the "subject unit"). The subject unit is a two-story unit with an ocean...
In 1961, the taxpayer sold his interest in two oil and gas leases and reported a long-term capital gain of $190,000 from the sale. In 1962, it was determined that the wells on...
R had commercial contracts with the VA and IHS. Under these contracts, R's nurse employees would provide health care services for the VA and IHS. The Department assessed R...
The Division conducted a residency audit of petitioner for the tax year 2017. The sole issue is whether petitioner, who admittedly spent more than 183 days within New York City...
Petitioner, (P), and his wife were married in September 2009. At that time, P's wife moved out of her mother's home and into P's apartment. At the time P's wife...
On January 14, 2014, in Oregon, APP purchased a sailing yacht, (the "Vessel"), for $65,000.00. APP did not remit any sales or use tax to the Oregon sellers in connect...
On June 18, 2001, Petitioner, (P), an individual who is domiciled in New York State, won a jackpot at a slot machine at the Trump Taj Majal Casino in Atlantic City, New Jersey....
AH was in the business of real estate development and hotel ownership and management. AH, PG, and RL founded S to raise funds for SS, which was S's wholly owned subsidiary....
APP operates indoor go-kart racing venues in California. APP purchased go-karts for use at its venues from a vendor in Italy without paying tax to California or tax reimburseme...
TP elected to be treated as a REIT. TP owns 100 percent of the stock in S. S is a qualified REIT subsidiary (QRS). S owns, indirectly through entities taxable as partnerships,...
TP is an out-of-state corporation that provides two types of check risk management services: (1) retail check services, and (2) payroll check cashing services. TP makes recomme...
The Authority sued the Board, seeking a declaration that its leasehold interest in certain property, "SH," was exempt from ad valorem taxation. The trial court grante...
P corporation, (P), is a closely-held corporation that owns and operates a golf and tennis resort in State A. P has for more than five years owned all of the stock of S corpora...
S has been fishing in Alaska for more than thirty years. In 2010, he decided to establish HJC and acquired a boat designed to fish for halibut. In 2015 and 2016, S filed fishin...
In 2012, plaintiffs purchased residential real property in defendant for $6,267,500. Starting in 2013, and in every year thereafter, plaintiffs submitted a forest management pl...
GC is a partnership. In January 2006, ILC purchased nearly 2,000 acres of undeveloped land in Tennessee for over $9 million to develop into a residential vacation comm...
The Higher Education Act of 1965, (the "EA"), specifies the terms and conditions attached to federal loans. It authorizes the Secretary to cancel or reduce loans,&nbs...
A, an individual, buys a principal residence for $700,000 and occupies and uses the residence as his principal residence for two years before converting the residence into a re...
S applied for refunds of personal income tax paid for tax years 2016 and 2017. On her applications, she asserted that she lived in Florida to help care for her aging parents du...
H manufactures radio remote controls for construction equipment. It sells and services these products...in more than 45 countries. A began to sell H-branded products that incor...
The Minnesota legislature established "TIF" as a financing tool "to support local economic development...using the incremental property taxes, or 'tax increm...
The I.R.S. will dispose of cases under Sec. 301 (relating to distributions of property by a corporation to its shareholders) that are substantially identical on their facts to...
Taxpayer is an IT consulting service that involves analysis and programming. The partners that own the firm reside in New York City and work from their homes located i...
Section 544(b)(1) of the Bankruptcy Code provides that "the trustee may avoid any transfer of an interest of the debtor in property...that is voidable under applicable law...
Retailer (R) sells Products to customers. R offers customers the option to also purchase a Product Service Contract (PSC). The PSC is issued by O and provides coverage for the...
On April 4, 2021, Plaintiff, ("P"), filed a Complaint against the Commissioner of the I.R.S. The United States filed a Motion to Dismiss the Complaint. P alleges he i...
In 2019, petitioners, ("Ps"), owned two homes, which they acquired after October 1987 and before December 16, 2017. Ps owned the first home in Virginia for the entire...
Plaintiffs are a married couple who were involved in two disputes with the Director. The first dispute occurred in 2004, ("TI"). During that period, T earned income i...
On December 28, 2015, petitioner, ("P"), filed a petition in Superior Court pursuant to section 44-5-26(c), alleging that respondent conducted an illegal property tax...
TP operates a parkourgym in Washington and conducts parkour classes. Audit determined that the income was properly classified under the retailing B&O tax classificati...
In 3.5.19.15 of the New Mexico Administrative Code, the Department sets forth special rules for apportioning income for interstate trucking companies. The regulation appo...
On January 23, 2009, Petitioner, (P), purchased a house in Port St. Lucie, Florida from GMAC. GMAC had obtained title to the property as a result of foreclosure proceedings. P...
Plaintiffs are Australian nationals who were living in the U.S. temporarily between 2017 and 2020. During that time, plaintiff's employer collected Social Security taxes (&...
TP makes online sales of pet products such as tags, collars, leashes, and people products, such as military and medical ID tags. The typical customer is a pet owner purchasing...
On March 13, 2020, President Trump declared that the COVID-19 outbreak in the U.S. constituted a nationwide emergency pursuant to the Stafford Act. The declaration is referred...
In 2019, Fidelity National Information Services, Inc., ("FIS"), and Worldpay, Inc., ("WP), engaged in a business combination in which FIS acquired the stock of W...
TP is a domestic corporation and the parent of a consolidated group. US1 is a domestic corporation wholly owned by TP. F1 is wholly owned by a member of TP's consolidated g...
OC partnered with A in 2006 "to finance, develop, and construct wind farms." OC and A entered into an agreement with SCE providing that the OC/A subsidiary would deve...
S's purported 2013 federal income tax return was filed on October 15, 2014. The return included two signatures: one for CA, a certified public accountant who signed as prep...
Sales taxes in Massachusetts are governed by G.L. c. 64H. Section 2 mandates a 6.25 percent tax on retail sales of tangible personal property and services. The tax is based on...
M, on December 16, 1958, formed a corporation under the laws of Georgia. On January 1, 1959, M transferred various assets to the corporation. M received for the transfer 2,498...
During 2015, petitioner, ("P"), owned and operated PBS, LLC. On June 17, 2015, P signed a promissory note to FFBC for a small business loan in the amount of $15,000....
Petitioner graduated with a liberal arts degree in Spanish and French from Occidental College in 2012. She began working for IL as a translation services coordinator. During 20...
Taxpayers sold two condominium units. One unit was a four-bedroom apartment, unit number 4X, which the taxpayers acquired in 1996 as a primary residence. Additionally, the taxp...
We have reviewed many deals over the past few years in which the consideration offered to the shareholders of the acquired corporation consisted not only of "current"...
TP is a domestic corporation that has elected to be treated as a REIT. TP is engaged in the acquisition and holding of commercial mortgage-backed securities (CMBS) issued by RE...
The Commissioner mailed a notice of deficiency to S on September 8, 2022. The notice stated that the last day to file a petition with the Tax Court was December 12, 2022. While...
The issue to be determined is whether the Assessor has proven, by a preponderance of the evidence, that the property should be classified as commercial for tax years 2022 and 2...
Where a transaction qualifies as a "reorganization," within the meaning of section 368(a) of the Code, the shareholders of the acquired corporation are permitted ...
The taxpayer, a producer of electricity, argued that it was entitled to a refund because it paid taxes when it was actually eligible for an exemption under Sec. 39-26-709(1)(a)...
PM used its "Capital Base" to calculate its franchise tax in accordance with N.C.G.S.section 105-122(b). A corporation's Capital Base was to be calculated b...
W is an 'S' corporation. N is its sole shareholder. W operated six stores...selling mobile phone equipment, products, and services as an independent contractor with Boo...
P is the common parent of a consolidated group. P owns all of the stock of S1. S1 owns at least 80 percent of the stock of S2. S2 owns all of the stock of S3.
&...
G owns an underground natural gas storage facility in RC. It owns additional properties, including pipelines, that run through thirty-two Mississippi, ("M"), counties...
On Date 7, TP entered into an agreement with Investment Bank, ("IB"), which provided that IB would act as TP's financial advisor in connection with the sale of TP...
Defendant conducted an audit of plaintiff's tax returns in May 2018. On October 17, 2018, L sent an e-mail to VB, the "Holdings Memo." The memo begins with L'...
June 26, 2023 - The Deal Survey: June 2023Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Petitioner, (P), and her late husband, in 1981, invested approximately $25,000 in RA, LP (R). R, along with an insurance company, built an office tower in Boston, Massachusetts...
Virginia recognizes two classes of "residents," a domiciliary resident and an actual resident. For a person to change domiciliary residency, that person must intend t...
CadelerA/S, ("C"), and Eneti, Inc., ("E"), announced that they have entered into a business combination agreement to combine through a stock-for-stock...
P is a federally recognized Tribe that owns several business entities. One of the businesses, L, allowed C to borrow $1,100 in the form of a short-term loan. C filed for Chapte...
A, B, and C are public utilities. Rates charged to customers are regulated. Therefore, A, B, and C are public utilities within the meaning of Sec. 247(b)(1) of the Internal Rev...
In 2021, the NCAA adopted an interim name, image, and likeness, ("NIL"), policy, (the "Interim Policy"), permitting student-athletes to be compensated for u...
On November 11, 2022, the court entered Final Judgment for the United States and against S in the amount of $12,555,813.00, plus further accruals of late payment penalties and...
F was the executor of Estate. F created the Trust, ostensibly transferring the Cello from F as Settlor to F as Trustee. The Estate stipulated to additional tax liabilities. F f...
X has granted nonqualified options to certain of its key employees. Under the terms of the options, the employees have an unconditional right to receive X stock upon notice to...
Chinook Therapeutics, Inc., ("KDNY"), is a biopharmaceutical company focused on developing medicines for the treatment of kidney diseases. It announced that it has en...
From April 2009 through March 2012, C was an authorized dealer for B, a provider of prepaid wireless service, and operated three stores. C sold cellular telephones, accessories...
TP offers access to both live, instructor-led fitness classes and pre-recorded, on demand fitness classes. Customers gain access to the classes by purchasing online memberships...
H worked full time in the sales division of PA. In June 2004, petitioners (H and his wife) acquired a single-family home (CP). In 2004, petitioners and their children were livi...
Petitioner, ("P"), owns two residential properties in Kalamazoo, Michigan--the L property and the O property. P requested a principal residence exemption,("...
Petitioner, ("P"), was incorporated in 1864 as a charitable organization. One of its charitable objects is to: "build and maintain a Masonic hall or temple in th...
X is a domestic corporation with only one class of $15 par value voting common stock outstanding. On April 30, 1980, X effected a recapitalization whereby, pursuant to the plan...
Petitioner is a local development corporation organized for several charitable and public purposes, including the protection of water quality in the portion of New York City...
D participates in the Marriott Rewards Program, (the "RP"). The RP permits hotel guests to earn points from their paid stays at Marriott-branded hotels. The members m...
The Taxpayer, a retailer of home decor with several locations in Virginia, sells a limited selection of packaged foods in its stores. The Taxpayer states that it has been colle...
Recently, ONEOK, Inc., ("OKE"), and Magellan Midstream Partners, L.P., ("MMP), a master limited partnership, ("MLP"), announced that they have executed...
C is a State X corporation engaged in property management and other businesses. C has outstanding 228,000 shares of voting common stock, all of which are held by Trust (T), a r...
In October 2002, APP co-foundedand incorporated F. F reported net losses. APP made numerous transfers or advances of funds to F. APP's trust and W executed a document...
TP and its affiliates filed combined Virginia corporate income tax returns and consolidated federal income tax returns. The Department's auditor removed Subsidiary A from t...
D is a State A corporation engaged in the "a" and "b" businesses. D has one class of voting common stock outstanding, all of which is held by A. C is a corp...
T is a Wyoming corporation and has a retail location in Mississippi, ("M"). T sells various items of property to purchasers in the oil and gas industry. Section 27-65...
CDTFA based two notices of deficiency ("NOD"), on its determination that APP had aggregate unreported sales of nearly $21 million. Subsequently, APP appealed CDTFA...
The I.R.S. audited P. The I.R.S. misinterpreted its own audit, concluding that P had underpaid. He paid up. Properly understood, the audit revealed that P had overpaid. So P ti...
Petitioner, (P), was a family corporation. The assets of the corporation consisted mostly of farm lands. Included among them was the "Anderson farm."...
MEC is a Connecticut non-stock corporation. MEC owns property in Torrington, Connecticut. MEC is recognized as a charitable organization under section 501(c)(3) of the Internal...
Liberty Media Corporation, ("LMC"), is in the final stages of separating from the LMC family its subsidiary that operates the Atlanta Braves baseball club and also da...
During 2007, WM, an individual, was the sole shareholder of LO and of LOH. LOH was the sole shareholder of MI. LO, LOH, and MI were all 'S' corporations. LO became cert...
Corporation A, a country A corporation, owns all of the stock of Corporation B. Corporation A and Corporation B together own all the outstanding stock in Distributing. Distribu...
The National Labor Relations Act, (the "NLRA"),encourages collective bargaining between labor and management. To enforce the NLRA, Congress created the National...
M and T owned all of the stock of C. M owned 77.18 percent of the stock; and T owned 22.82 percent thereof. M and T are brothers. The brothers and C entered into a stock purcha...
It is ordinarilythe case, where a public corporation acquires a private one, that the deal will be structured to permit the acquirer to obtain a "cost" (i.e., s...
VIP Products LLC makes a dog toy designed to look like a bottle of Jack Daniel's whiskey. Though not entirely. For example, on the toy, the words "Jack Daniel's&qu...
Y, a domestic corporation, was the sole member of X, a disregarded entity. Y has not elected to be exempt from federal income tax pursuant to Sec. 936 of the Code. Z, a domesti...
Petitioner, 92 years old, operated a law practice. He did not timely file returns or timely pay employment tax liabilities for the periods ending September 30, 2017 through Jun...
The Securities Act of 1933 requires a company to register the securities it intends to offer to the public with the SEC. The Securities Exchange Act of 1934 requires publicly t...
In 2017, petitioner, as an alleged "benevolent organization," filed an application for a real property tax exemption pursuant to (New York) Real Property Tax Law sect...
The district court found that the sale by the taxpayer of its property to TBCC was as a result of the threats of condemnation described in the findings. However, the court conc...
The Foundation is a non-profit corporation that occupies about two-thirds of Hurricane Island under a forty-year lease that began in January 2010. In March 2019, the Foundation...
In 2011, the Gs formed CLC to own and charter a yacht. CLC elected treatment as a disregarded entity. Because CLC lacked a profit motive, the Commissioner adjusted the Gs'...
Mr. A owns T. T had $150x worth of assets and $50x of liabilities. The value of P's assets, net of liabilities, is $410x. P forms X for the sole purpose of acquiring all th...
Not surprisingly, we suppose, one of the largest holders of Magellan Midstream Partners, L.P., ("MMP"), has indicated that the tax profile of the MMP/ONEOK deal will...
ISD employed attorney L to pursue claims regarding the Appraisal District's allegedly inaccurate valuation of Kinder Morgan's mineral interests. The contract with L pro...
The taxpayer, ("TP"), on the receiving end of TAM 202315010, January 9, 2023,is taxed as a non-life insurance company under part II of subchapter L of the Code....
In 2017, D's tax preparer filed amended tax returns for him...claiming a refund of amounts paid for tax years 2013 and 2014.The I.R.S. denied the refund claims and in...
R is a REIT. R owns and operates rental apartment properties. In 2002, R formed T to provide services to tenants of its properties. R and T filed Form 8875 to jointly elect for...
U, a biotechnology company, is a Delaware public benefit corporation. For each of the tax years 2011 through 2014, U computed and claimed both the research credit under section...
In 2008, petitioners established a section 529 tuition plan ("529 Plan") for the benefit of their minor son, with the state of Rhode Island, ("RI 529"), thr...
V sent information to the Whistleblower Office of the I.R.S. that he believed showed a company was underpaying taxes by taking unjustified deductions and using improper transfe...
The trust, a REIT, entered into a partnership with X for the purpose of constructing and holding for investment a number of apartment buildings. The trust contributed 10 acres...
B reported income from his law practice and a sizable net operating loss carry forward that was more than sufficient to shield his income from income tax. But his self-employme...
L is a sheet metal worker. During the years at issue he was employed by DZ. From 2012 through 2019, L worked at the Browns Ferry Nuclear Plant, ("BFNP"), as an employ...
S manufactures and distributes cheese. Cheese is manufactured in batches. After each batch is completed, the "clean-in-place," ("CIP"), equipment runs a cle...
While many acquisitions of real estate investment trusts, ("REITs"), are structured as taxable acquisitions of the assets of the acquired REIT, so as to provide the a...
The subject property is improved with a building. The Club claimed the property was used for "monthly meetings, luncheon/card parties, Election Day luncheons..." The...
Distributing, (D), is a holding company incorporated in State X. Its assets consist of 3,602 shares of voting common stock in Controlled (C), a 27.875 percent interest in a par...
Taxpayer, it is undisputed, is a domiciliary of Florida. The Taxpayer is a director for T.R. Miller Company, Inc., ("TRM"), which is located in Brewton, Alabama, and...
The property had served as a rental home located in a residential neighborhood. The property owner, K, stopped paying property taxes in 2015 after a fire extensively damaged th...
H was formed in 1980 as a subchapter 'C' corporation. CH and his wife, GH, each owned fifty percent of the stock. By 2015, largely through the efforts of CH, the compan...
TAM is a limited partnership. It was an investment advisor registered with the S.E.C. TAM's affairs were managed by TMC, its general partner, a corporation which elected &#...
In July 2015, the City of New York commenced this action...to foreclose certain tax liens. A notice of foreclosure dated July 24, 2015, was published for six successive weeks i...
S is a physician who practices emergency medicine. During taxable year 2015, the year at issue, S worked at federal facilities in Arizona. S estimates that he works approximate...
Mr. D, an individual, transferred his Class A voting common stock of a corporation to Mrs. C, also an individual, solely in exchange for Class B non-voting common stock of the...
TP is a company engaged in the business of providing communications services. TP filed amended corporate tax returns to includeone of its affiliates, "Holdings."...
United States nationals who have been "injured...by reason of an act of international terrorism" may sue for damages. 18 U.S.C. section 2333(d)(2) also imposes civil...
T is a domestic corporation. T owns all of the stock of S, a Country A corporation, and all of the stock of EE, a domestic corporation. T proposes to transfer the stock of S to...
PRS is a partnership. C is a U.S. real property holding corporation, ("USRPHC"). C's stock is regularly traded on an established securities market. NRA, a non-res...
AP died on July 19, 2000. His gross estate was valued at $193,434,344 for federal estate tax purposes. Nearly all of his assets were held in a living trust. In October 2001, JM...
The I.R.S. may issue a summons to "determine the liability" of a taxpayer or "any transferee or fiduciary" for unpaid taxes. See section 7602(a). The I.R.S....
Stratasys Ltd., ("SSYS"), an Israeli corporation, and Desktop Metal, Inc., ("DM"), a domestic corporation, announced that they have entered into a definitiv...
Hennepin County, ("HC"), imposes an annual tax on real property. GT bought a condominium in Minneapolis. By 2015, it had accumulated about $2,300 in unpaid taxes and...
The issue is whether payments made in liquidation of partnership interests which constitute the retiring partners' pro rata share of the partnership's unrealized receiv...
PESCO, ("P"), designs and manufactures unique products for use in the oil and gas industry. It applied for a tax credit to recoup some of its research and development...
H is a Virginia corporation. Virginia law requires that "multi-state businesses...apportion their income to determine the amount of their income that is taxable in Virgini...
M is a State X corporation which is engaged in the manufacture and sale of products and systems. M is the parent of an affiliated group which files a consolidated federal incom...
T is a lawn care company. By its own admission, it is not an agricultural business. T cares for the lawns and landscaping of its residential and commercial clients. The followi...
M filed a Chapter 7 petition with the Bankruptcy Court on September 27, 2022. He disclosed a 2021 tax refund not yet received that was joint with his ex-spouse. H, the trustee,...
Chevron Corporation, ("CVX"), recently announced it has entered into a definitive agreement with PDC Energy, Inc., ("PDCE"), to acquire all outstanding shar...
May 24, 2023 - The Deal Survey: May 2023Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
D has elected to be an 'S' corporation. D owns approximately "a" acres of land. D engages principally in Business A. S, which is wholly owned by D, is engaged...
APPs deducted $5,021,550 on Schedule A of their 2009 California income tax return for charitable cash contributions to the Foundation. Foundation,a tax-exempt private fou...
P owns five parcels of real property, (the "Subject Properties"), located in Jersey City, New Jersey. P submitted applications to the Municipality for property tax ex...
On September 22, 2006, UVLPolicy No. XXX-X03-06 was issued. On April 23, 2007, S and his mother jointly requested that SW assign the policy so that S's mother, aunt,...
CM and its affiliate, CN, are non-bank entities that provide precious metals administration and safekeeping services to various customers. Taxpayer requests the following rulin...
E is a credit union. When certain debtors defaulted on loans, E sent presale notices to the debtors stating that the collateral for the loans was being repossessed. Two of thes...
SP was the general partner of SL. SP had three corporate partners, each of which was included in S's Tax filings for the Tax Period. SPMT was a disregarded entity that flow...
CM formed Trust T(TT) as an investment trust under State A law. The trustee of TT is TN, a banking corporation organized under the laws of State A. TT is a grantor trust....
Congress passed the Puerto Rico Oversight, Management, and Economic Stability Act of 2016, ("PROMESA"), to deal with a fiscal emergency. PROMESA creates, as its cente...
Conn. Gen. Stat. section 5-192p provides: "If a member of Tier II, while in state service, becomes disabled...prior to age sixty-five, he is eligible for disability retire...
P was engaged in a fully integrated petroleum business. P used derivative commodity instruments...to manage risks related to the price volatility of crude oil and other petrole...
Petitioner, (P), a bank, claimed an investment tax credit in the amount of $701,785 on its 1999 franchise tax return in connection with a building that it purchased and used ex...
Management and itsaffiliates and related partiescurrently owns approximately 36 percent of the stock of Franchise Group, Inc., ("FRG"). The remainder of t...
U and T were indicted in 2018 for engaging in two fraudulent tax schemes over the course of a decade. U was convicted of conspiracy to defraud the United States and eight count...
More details have now emerged regarding UBS Group AG's acquisition of its former rival, Credit Suisse Group AG. As advertised, the acquisition will be structured as a merge...
The taxpayer acquired stock through the exercise of a "qualified stock option." Prior to the lapse of the holding period required in Sec. 422(a)(1) ("no disposit...
During 2011 and 2012, petitioner and her former spouse were engaged in litigation in the Circuit Court of Mobile County, Alabama, (the "state court"),concerning...
G is an agricultural cooperative that sells gasoline and diesel fuel, renewable fuels, alcohol fuel mixtures, and biodiesel mixtures. Petitioner incurred a section 4081 fuel ex...
A and A's children, B and C, own all of the stock of X. Upon A's retirement, X redeemed all its stock held by A for an amount of cash equivalent to the fair market valu...
The Utah Legislature chose to enact a property taxexemption, but limited the definition of "residential property" to "any property used for residential pur...
The Division determined that petitioner, ("P"), was liable for additional tax pursuant to Tax Law section 184 on its gross receipts from Verizon's services. The a...
X has operated a business since 1960 and has owned all the stock of Y which has conducted an active trade or business since its incorporation in 1961.
&n...
TSF is a non-profit entity. It has two member churches. TSF owns the property...in Paducah, Kentucky. The property has been used for many years as a church by other oc...
Taxpayer stated that his position is that he was not domiciled in Alabama in 2018 and, therefore, he is not subject to Alabama income tax on his wages during that year. The Rev...
This matter involves real property located in the City, ("property"). The Church uses the property exclusively for religious purposes, which the City does not dispute...
P, a foreign corporation, owns all of the stock of S-1 and S-2. S-1 is a foreign corporation that is incorporated in Country X. S-2 is a domestic corporation engaged in the ban...
Newmont Corporation, ("NEM"), announced that it has finally bagged the prize it has long been pursuing. It has entered into a binding "Scheme Implementation Deed...
ONEOK, Inc., ("OKE"), and Magellan Midstream Partners, L.P., ("MMP"), announced that they have executed a definitive merger agreement, in whicha newly...
This case concerns the application of Louisiana's Consumer Choice for Television Act, (the "CCTA"), which authorizes subdivisions of the State to collect franchis...
The Internal Revenue Service assessed penalties pursuant to section 6700 of the Code against C in connection with his promotion of a tax shelter scheme. C filed a motion to rec...
For tax year 2016, petitioners filed form IT-203 as New York State part-year residents. Petitioners reported that they moved out of New York City on May 15, 2016. Petitioners r...
On July 6, 2011, petitioner (P) purchased an auto dealership, which included real property, in Middle Village, New York. On that date, P entered into a mortgage agreement with...
The Commissioner mailed a notice of deficiency to the Ns on April 14, 2022, determining an income tax deficiency. The notice was dated April 18, 2022, and the notice stated tha...
Allkem Ltd., and Livent Corporation announced the signing of a definitive agreement "to combine the two companies." From Livent's point of view, the deal resemble...
Mr. I reported income he received in 2009 from GW as "wages, salaries, tips and other employee compensation" on his Massachusetts (M) Resident Income Tax Return filed...
Petitioner filed his 2018 federal income tax return on April 15, 2019. For that year, OZ issued him a Schedule K-1...that reported interest income and dividend income. For 2018...
PL was engaged in the "lease-to-own" business. PL had not been paying the Chicago lease tax on its lease transactions. W, a former employee of PL, filed a complaint a...
P Corporation, (P), sells gifts and awards to companies that wish to honor their employees. P has manufacturing and inventory warehousing facilities located in North...
H filed earnings tax returns with the city of Kansas City, (the "City"), in March 2022, seeking a refund of earnings taxes withheld from her pay checks during 2019 an...
Taxpayer, ("TP"), is a Michigan resident who purchased a recreational vehicle, ("RV"), from an Indiana dealership. TP paid Indiana's seven percent sales...
TP is a limited liability company that intends to elect to be taxed as a real estate investment trust,("REIT"). The Facilities are marketed as "Independent...
Liberty Media Corporation ("Liberty")is in the process of converting its Atlanta Braves tracking stock into "asset-based" stock via a tax-free distrib...
The taxpayer is a furniture moving and storage company. During the taxable year, a fire totally destroyed its warehouse, which contained household goods of many of the taxpayer...
TP is a partnership for federal income tax purposes. TP operates commercial communications satellites. TP has rights to transmit information in...the spectrum. Many of TP's...
Theseappeals ariseout of suits brought by M. M seeks to compel the California State Board of Equalization...to collect the gross premium tax, ("GPT"), fro...
W was incorporated in 1954, and was engaged in the business of owning and leasing real estate and personal property. W has 1,169 shares of common stock issued and outstanding....
Qurate Retail, Inc., ("QRTEA"), is reporting a deferred tax liability in the amount of $970 million and labeled"Discount on exchangeable debentures."...
The sole issue is whether Arizona has "nexus" under pre- Wayfair cases. Nexus is one part of a four-part Commerce Clause analysis set forth in precedent,...
SP owns all of the stock of S. S, in turn, owns all of the stock of T. T will distribute more than 50 percent of its retained assets and certain liabilities to S. A subsidiary...
AN rents disinfected, reusable linens to hospitals, outpatient facilities, and long-term care centers in Arizona, ("AZ"). AN seeks summary judgment that its purchases...
As of January 1, 2015, CSTCwas owned by petitioner and his two brothers, with each such sibling holding a one-thirdshare of the stock. FC is a tax-exempt charitable...
Before October 14, 2011, JL owned 100 percent of the outstanding shares or membership interests in NPA, Inc., CCS, NOU, and ACC. Those entities conducted consumer loan business...
In 1939, Petitioner, (P), purchased a farm, paying $5,500 for it. He made improvements to the farm. Title to the farm was in the name of P's spouse. In October 1938, P'...
An individual holds a cryptocurrency native to a blockchain distributed ledger that undergoes a protocol upgrade. In particular, Mr. T, on Date 1, purchases ten units of C, a c...
Plaintiff, ("P"), owns a 14.6 acre tract of land in Lincoln, Rhode Island, (the "property"). Pentered into a long-term lease with G for the constructi...
E, a Delaware Limited Liability Company, ("LLC"), provided portfolio management services. E was classified as a partnership. E had offices in California, Massachusett...
Sec/ 174(a)(1) of the Code allows a taxpayer to take as a deduction "experimental expenditures which are paid or incurred by him during the taxable year in connec...
On September 8, 2014, H was hired to work for an insurance agency and brokerage company. The company provided disability insurance for its employees, including H. On June 1, 20...
"A taxpayer that has constructed, purchased, or leased renewable energy property" is eligible to receive a credit "if the property is placed in service in this S...
JPMorgan Chase, ("JPM") announced that it has acquired "the substantial majority of assets and assumed the deposits and certain other liabilities of First Republ...
The City is served by two electric utility providers, L and C. The City granted L use of the City's rights of way. In exchange, L agreed to "collect and remit to the C...
H is a limited liability company that acquired leasehold interests in several oil and gas properties. H sold its leasehold interests and reported to the Comptroller on its fran...
Debtor, ("D"), commenced this adversary proceeding seeking a determination under section 505 of the Bankruptcy Code that she owes no taxes for 2015, 2016, and 2017 as...
TP is a shareholder of A, a domestic C corporation. A maintains an ESOP. TP did not receive the shares in a distribution from a plan described in Sec. 401(a) of the Code, or a...
The A and G charitable remainder annuity trust, ("CRAT"), was created on November 2, 2015. A and G were the CRAT's non-charitable beneficiaries. The CRATins...
Petitioners, ("Ps"), owned real property located at 500 Old Town Road, Southampton, New York, (the "S property"). On December 4, 2013, Ps sold the S propert...
The Tax Court held that literal compliance with the provisions of a state law authorizing a merger would not in itself effect a reorganization; that the test of contin...
The taxpayer filed a claim for refund of the sales tax she paid on the purchase of a "swim spa." The Department of Revenue, (the "Department"), determined t...
Debtor was married to RK, who passed away in 2008. After her husband's death, Debtor "rolled over"RK's IRA to Debtor's IRA. All funds in the account...
Y has established an employee relocation program designed to assist its employees being transferred to new work locations. As part of the program Y has entered into a contract...
Lithium Americas Corporation, ("L"), and Arena Minerals, Inc., ("A"), each a Canadian corporation, announced the completion of their plan of arrangement &qu...
Petitioners, ("Ps"), deducted rental real estate losses for 2017 from their three cabins in Maine. Respondent determined that Ps' loss from the cabins was a passi...
A taxpayer and his spouse conveyed their unencumbered personal residence to an unrelated individual in exchange for an annuity agreement that provided for payments of a specifi...
A7, a Delaware limited liability company,owned a GulfstreamG-550 jet aircraft. The aircraft was physicallypresent in Ventura County for seven and a half month...
BM's primary business was the transportation of medical specimen between doctors' offices and laboratories. On July 7, 2000, BM filed for Chapter 11 bankruptcy protecti...
The purpose of the program is "to levy an assessment fee on hospitals..." The program imposes a yearly assessment on non-exempt hospitals in an amount calculated as a...
On October 24, 2015, L purchased a new motor vehicle, ("vehicle 1"), from an automotive dealership for $36,590.00, and paid $3,155.89 in New York State sales tax on t...
State taxable income derived from Utah sources includes state taxable income attributable to or resulting from...the carrying on of a business, trade, profession, or occupation...
April 24, 2023 - The Deal Survey: April 2023Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
One of the longest-running sagas in recent deal history involves the union of Albertsons Companies, Inc., ("ACI"), and Kroger Co., ("KC"). In connection wit...
The Securities Exchange Act and the FTC Act authorize the Commissions to address statutory violations either by bringing civil suits or by instituting their own administrative...
On August 25, 2021, IXCfiled with the BOR a "Special COVID-19-Related Complaint Against the Valuation of Real Property" with regard to three separate parcels of...
In February 1995, G incorporated R. In June 1995, he incorporated H, and H became R's parent. R paid $7.25 million for C, a nursing home, and for the leases to nine other n...
ADSW and ADNAC, ADSW's parent, were subsidiaries of Allied-Domecq, an international conglomerate headquartered in England. Included within the Allied-Domecq family is Dunki...
Hudbay Minerals, Inc., ("HBM"), and Copper Mountain Mining Corporation, ("CMMC"), each organized under the laws of Canada, have announced a business combina...
SH owns 100 percent of the common stock of X. SH will sell qualified securities to an ESOP that is qualified under Sec. 401(a) and satisfies the requirements of Sec. 4975(e)(7)...
On March 13, 2003, LLC was formed as an Arizona limited liability company. Plaintiff, ("P"), was a member of LLC. LLC was taxed as an 'S' corporation...
Company is a retailer that sells grass seed, erosion control blankets, and fertilizer. On occasion, Company sells those products to construction contractors who present Company...
To provide telecommunications service to Charter, ("C") customers, CI's various pieces of equipment work together in a coordinated and synchronized fashion to tra...
On September 21, 1989, Decedent (D) sold 9,161 shares of Corporation A (CA) common stock to the ESOP maintained by CA. At the time of D's death on August 14, 1990, he had y...
The LLCs are investment funds, and they acquire investors through private offerings...known as a private placement. The LLCs invest in debt instruments like defaulted credit ca...
A was a physician, geneticist, and molecular biologist. A holds over 34 patents related to gene therapy. During A's years at the University of Southern California, his rese...
As everyone now knows, Fox News has reached an agreement with Dominion Voting Systems resolving, via settlement, a lawsuit brought by Dominion in which Fox was accused of infli...
TP owned a four-family apartment building situated on a city lot at Location B in City A which was destroyed by fire. TP received insurance proceeds as compensation for the des...
Tax assessors sometimes appraise commercial property using the income method. Los Angeles County, (the "County"), incorrectly assessed a hotel owned by the taxpayer,...
Appellant operated a restaurant from June 1, 2011 through July 15, 2014. Appellant made in-person sales at the restaurant, and online sales via Eat24 and GrubHub. Appellant and...
P owned 100 percent of KCI, a foreign corporation, and 100 percent of MVI, also a foreign corporation. P had a reporting obligation under section 6038(a) to report his ownershi...
The Illinois Retailers' Occupation Tax Act, ("ROTA"), imposes a tax upon persons engaged in this State in the business of selling tangible personal property to pu...
G is the sole shareholder of TLC and FGR, each an 'S' corporation. All of the corporations' operations are contained solely within a New York State "enterprise...
A and E operate car rental companies at the Minneapolis-St. Paul International Airport. A and E lease their facilities from the Metropolitan Airports Commission, (the "MAC...
Almost half of the peanuts produced in the U.S. are harvested in Georgia. During the harvesting season, peanuts must be properly dried. The farmer loads the peanuts onto specia...
The taxpayer corporation was indebted to a shareholder. Four lots of stock owned by the corporation were transferred to the shareholder. On two lots there were gains; on the ot...
The Tax Cuts and Jobs Act, ("TCJA"), replaced the worldwide system of corporate taxation with a "territorial" system. When U.S. corporations receive dividen...
ASC's central function is to conduct sleep studies and produce reports on those studies. The reports are used by physicians...to make diagnoses, determine whether or not to...
Dover Corporation, (D), owned DCF, a Delaware corporation. DCF owned DUK. DUK owned H&C, a U.K. corporation engaged in the business of installing and servicing elevators.&n...
While there are several "flavors" of constructive ownership (of stock) rules interspersed throughout the Internal RevenueCode, it is safe to say that those cont...
The homestead tax exemption...says: "Every person who the legal or equitable title to real estate and maintains thereon the permanent residence of the owner...shall be exe...
A taxpayer that has constructed, purchased, or leased renewable energy property is eligible to receive a credit "if the property is placed in service in this State during...
In Year A, M owned "a" shares of 'S' corporation stock. In Month B of Year A, 'S' corporation announced that it planned to establish two trusts to whi...
In 2018, G submitted a withdrawal request for $71,147 to his retirement company, GW, which GW duly processed. GW issued a 2018 Form 1099-R to G, indicating a distribution of $7...
During 2018, PH was employed full time by Northrup Grumman Systems Corporation and PW was employed full time by the U.S. Department of Defense. In addition to their employment,...
In Clark County, Nevada, a "combined transient lodging tax" is imposed with the sale or rental of "transient lodging" to any individual natural person who h...
GasLog Ltd., ("GLL"), and GasLog Partners, ("GLP"), announced that they have entered into a definitive merger agreement pursuant to which GLL will acquire &...
Newmont Corporation, ("NEM"), submitted a revised proposal to the Board of Directors of Newcrest Mining Ltd., ("NCM"), that appears to be more in line with...
Petitioner (P) entered into a license agreement with the NYC Department of Parks and Recreation (Ps) on August 3, 2007 with respect to the operation and management of the indoo...
In 2009, the legislature expanded the list of transactions subject to retail sales tax to include...digital automated services. The definition of "digital automated servic...
A owned all of the stock of X. A organized Y, paying $50x for all of the common stock, and caused X to purchase from Y all of Y's four percent noncumulative, nonvoting pref...
Federal contractors are generally subject to paying use tax to Washington on the value of articles used in the process of a federal contract. A contracted with the Army in 2007...
Under section 165 of the Code, a taxpayer can deduct non-business losses that "arise from...casualty..." The first requirement of casualty losses is that only physica...
New York adjusted gross income, ("AGI"), starts with a taxpayer's federal AGI and is increased and decreased by New York-specific modifications. Included among th...
Taxation in Washington, ("W"), is unique. "We have no state personal or corporate income tax and instead generate revenue primarily through a combination of sale...
On May 15, 2018, P enrolled in health insurance for herself and her two dependents. On the basis of the information P provided in her application, she received a monthly APTC o...
Liberty Media Corporation, ("LMC"), announced, uncharacteristically we might add, that it is proceeding with the split-off of Atlanta Braves Holdings, Inc.witho...
On February 8, 2023, Post Holdings, Inc., ("PHI"), and PCB Sub, LLC, ("PCB"), a newly created, wholly-owned, indirect subsidiary of PHI, and a disregarded e...
Petitioner (P) issued a bona fide purchase order on July 12, 1950 for 200,000 pounds of mixed metal. The company shipped nine lots totaling 199,396 pounds in April and Septembe...
R filed an application requesting a poverty tax exemption for her residential real property. The Board denied R's application, finding that she did not meet the "Exemp...
"Base acres" are the right to receive farm program subsidies for the production of certain commodities from the USDA. These rights attach to the farm, not the farm ow...
The taxpayer was 47 years of age in 1967 when her husband died at age 49 while in his 28th year of employment with the Federal Government. Upon her husband's death, the tax...
P has lived in his LC home since 1990. P's wife, DS, owned two rental properties in Utah. Neither P nor DS ever resided at the Utah properties. DS rented the properties to...
VeranoHoldings Corporation, ("VRNO"),a Canadian corporation whose stock is tradedon the Canadian Securities Exchange and is quoted for trading in th...
Extra Space Storage, Inc., ("EXR"), and Life Storage, Inc., ("LSI"), announced that the two corporations, each a real estate investment trust, ("REIT&q...
During the early part of 1946, petitioner became interested in forming a corporation. The corporation was incorporated on June 24, 1946, under the name TWI, and thereafter enga...
E discovers, develops, manufactures, markets, and sells pharmaceutical products in the United States. E does not maintain a place of business in Tennessee, ("T"). The...
In 2003, D purchased property in Spokane, Washington. In 2004, D quitclaimed the property to SU. D is SU's sole member. D and SU entered into a "purchase and sale agre...
P is a non-profit residential real estate association consisting of individual members who each owned real property required to connect to public sewers. Defendant amended sect...
Endeavor Group Holdings, Inc., ("EDR"), and World Wrestling Entertainment, Inc., ("WWE"), founded by the legendary Vince McMahon, today announced what, in r...
In April 2000, petitioners moved from California to New York. They filed a New York income tax return for 2000 as part-year residents, but reported only a portion of petitioner...
Petitioner, ("P"), is the owner of a parcel of land, (the "subject premises"), in the Town of Glenville,containing a 10,000 square foot office buildin...
In May 2018, defendant Saratoga County, (the "County"),commenced a foreclosure proceeding against the property at issue. In December 2018, a default judgment in...
M invested $1.1 million in H, a limited liability company. H held a patent for an energy drink bottle. H was not a success and annual losses reduced M's capital account fro...
X is a domestic corporation engaged in the manufacture and sale of consumer products. The stock of X is listed on the New York Stock Exchange. Y is a domestic corporation engag...
O earned money carrying passengers using software from the ride-hailing company Uber. He used his vehicle for both business and personal purposes. O did not keep records of his...
Petitioners, ("Ps"), were retired in 2019. They received during that year investment income, Social Security benefits, and retirement benefits. Ps reported on Schedul...
In Year 1, A, an individual, established irrevocable trust, "T," and funded T with "Asset" in a transfer that was a completed gift for gift tax purposes. A...
In Rev. Rul. 72-372, 1972-2 C.B. 471, the taxpayer was the owner of timberland. As a result of a hurricane, a considerable number of trees were uprooted. The timber was not ins...
The excise at issue was imposed on a vehicle leased by APP. APP was an active-duty Marine...who temporarily resided in B due to his duty assignment at Fort Devens.APP lea...
TP is a Louisiana, ("LA"), resident. For 2020, TP sold property in Arkansas, ("AK"), which resulted in long-term capital gain of $120,591. AK calculates the...
By contract between M, an individual, and the JC, a corporation, it was provided that M should sell 1,026 shares of his stock of 2C for $65 per share, but should retain the bal...
A taxpayer may not sue the government for a refund of an overpayment unless the taxpayer has "duly filed" a claim with the I.R.S. A claim that is untimely filed pursu...
Decedent, ("D"), died April 27, 2015. D had two children, MM and CMD. On August 7, 2003, D and his then business partner formed NH. In 2007, NH borrowed approximately...
Parent, ("P"), and Distributing, ("D"), are members of an affiliated group of corporations that join in the filing of a consolidated U.S. federal income tax...
TPs became limited partners in XPS in 1983 by contributing "$k." The XPS activities include investing in commercial real estate. During 1988, the General Partners ent...
Petitioner, the legal owner of certain intangible property including the International Business Machines, ("IBM"), brand, is organized under the laws of New York. Dur...
BFRA section 16 provides: "...notwithstanding any other provision of law, the Comptroller shall set the annual interest rate for an income tax refund that is the result of...
PRS commenced business in 1965 and established two separate businesses, a P business (PB) and a T business (TB). PRS applied for and received permission to change its method of...
TP purchased Product for TP's infant, who, at the time,was five months old and qualified as TP's dependent. Product is neither medicine nor a drug, but rather foo...
In 2000, the As purchased, as tenants by the entireties, a non-homestead property in Miami, (the "Subject Property"). In 2015, the As established TP, a for-profit Flo...
During 2020, Taxpayer, ("TP"), worked for BBVA. He was renting an apartment in Alabama. During the pandemic, his job was changed to a remote job, and he was able to w...
Petitioner, ("P"), is the parent company of an affiliated group of entities. P and its affiliates, (the "R combined group"), filed combined reports... Durin...
A, B, Trust 1 (T1), and Trust 2 (T2) propose to form a limited partnership, P. A, B, T1, and T2 will each contribute to P shares of X common stock, stock that is traded on the...
Company is a limited partnership that files federal form 1065 and Colorado form DR 0106 partnership returns. Company is a real estate rental company. Company has always reporte...
G filed this class action under the Unfair Trade Practices and Consumer Protection Law, ("UTPCPL"), alleging that APPs engaged in unfair trade practices by charging s...
March 23, 2023 - The Deal Survey: March 2023Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
On Date 1, Company (C) purchased certain assets and assumed certain liabilities from the Prior Company. In connection with this transaction, assets and liabilities of...
In 2011, the Debtor and her husband bought their residence. The Debtor filed a voluntary petition seeking relief under Chapter 7 of the U.S. Bankruptcy Code. In her petition, t...
I purchased the property for use as a church through a deed dated June 29, 2018, that was recorded in the county land records on September 18, 2018. On Augus...
AMC Entertainment Holdings, Inc., ("AMC"), plans to convenea special meeting of its stockholders at which certain proposed amendments to the company's Certi...
In 1960, the taxpayer, a medical doctor, formed a partnership in State M with two other medical doctors for the purpose of owning and managing a medical building. The taxpayer...
On September 2, 1997, B settled the Trust. On September 17, 2015, she executed a will that provided for the transfer of her residuary estate to the Trust. Upon B's death, t...
P was a 'C' corporation. P was the parent of an affiliated group of corporations which included T. T was a 'C' corporation. On January 5, 2001, P merged, downst...
Appellant, ("APP"),an individual, was a California non-resident. APP owned an indirect membership interest in Holdco, ("H"), which was classified as a...
A corporation (C) was owned by a father (F)and his three sons (S1, S2, and S3). F is a director, employee, and the President of C. S1 is a director, a former em...
S was a partnership. S claimed a loss of $35.5 million arising from a tax-shelter transaction on its 2001 return. A partnership's return "shall be filed...at such time...
In 2007, the Georgia General Assembly passed the "TV Act." The Appellants argue that the trial court erred in concluding that the TV Act does not provide them with a...
Whether voluntarily or not, the die is now cast. UBS is acquiring itsbeleaguered rival, Credit Suisse, in a transaction apparently brokered by the Swiss banking authoriti...
SVB Financial Group, ("SIVB"), announced it has filed a voluntary petition "for a court supervised reorganization under Chapter 11 in the United States Bankruptc...
Certain persons transferred property to a corporation in exchange for a combination of voting and nonvoting stock, i.e., 83 percent of the Class A voting common stock, 83 perce...
StubHub, Inc., ("S"), operates an online marketplace where tickets to sporting events, concerts, theater and other live entertainment services were bought and sold. T...
D is the parent of a worldwide group, (the "D Group"). D has shares of common stock and convertible preferred stock outstanding. D also has RSUs, stock options, and r...
G.L.c. 121A provides a tax exemption as an incentive for private entities to invest in urban redevelopment projects. The tax concession provides that these private entities are...
TP elected to be treated as an 'S' corporation effective as of June 1, 1989. Effective as of January 1, 1994, TP established the Plan, an ESOP, as defined in Sec. 4975(...
G was a psychiatrist in Texas between 2007 and 2014. In October 2014, he was indicted on fifty-two counts of health care fraud for submitting false claims for reimbursement to...
Retail vendors in the District of Columbia, ("DC"), are generally required to pay a sales tax in connection with sales of tangible personal property. See D.C. Code se...
During the years at issue, S and F owned the Company, a horse farm in New Jersey. The taxpayers lost more than $3.5 million during the years at issue, 2010-2013.The Tax C...
ABC is a Michigan corporation that makes and distributes non-alcoholic beverages. ABC acquired a company that held a long-term lease on a bottling plant. ABC concluded that the...
Decedent's husband's will instructed the trustees of the SK Trust to pay the trust's net income to decedent at least quarterly during her lifetime and authorized th...
The subject property is owned by GW, of which the sole member is Goodwill Industries, Inc., ("G"). G is a non-profit corporation and is exempt from federal taxes unde...
Where a corporation which has stock purchase warrants outstanding engages in a tax-free spin-off, it is generally the case that the terms of the warrants will be adjusted in or...
P is a state chartered banking corporation. It has outstanding 75,000 shares of common stock held by approximately 300 shareholders. T is a corporation formed to purchase a par...
D corporation, ("D"),was formed on Date 1. On Date 2, D elected to be treated as an 'S' corporation. D is engaged in Business X and Business Y, which is...
The real property at issue was owned by BH, who died on December 13, 2019. BH's will devised her real and personal property to L. At some point before BH's death, the p...
SVB Financial Group, the parent of Silicon Valley Bank, had, surprisingly, approximately $6.4 billion of net operating loss carryovers as of the close of its most recent taxabl...
The Federal Reserve's efforts to increase interest rates, with a view towards taming inflation, has caused problems for certain financial institutions whose asset/liability...
Skechers USA, Inc., ("S") is a company headquartered in California. S sells footwear. In 1999, S formed SKII, a Delaware corporation, as a wholly-owned subsidiary. Th...
In Year 1, F began Ranch, ("R"), and was the original licensee of a License for the diversion and use of water issued by State A. Ranch Owners are the successors in i...
"Escheatment" is the power of a State...to take custody of property deemed abandoned. These cases require us to decide which States have the power to escheat the proc...
At the beginning of 1984, when Alumax, Inc. (AL)was owned 50 percent by Amax (A) and 50 percent by "Japanese interests" (J), AL undertook a restructur...
TP engaged in the promotion and sale of interests in LLCs. The only asset held by the LLCs was land. Each of the LLCs engaged in transactions involving the donation of an easem...
A FICA tax is "imposed on the income of every individual." Wages under a non-qualified deferred compensation plan are subject to a special timing rule. The FICA tax o...
X corporation, (X), owned two parcels of real property (parcel A and parcel B), each consisting of land and a building erected thereon. X has one class of stock outst...
The Italian-American Brotherhood Club, ("IAB"), is a tax-exempt non-profit corporation under section 501(c)(3) of the Code. It applied for property tax exemption. The...
Under the Bankruptcy Code, certain categories of claims have priority, including (1) excise taxes on transactions, and (ii) taxes on or measured by income. Debtors, ("Ds&#...
The question is whether the Taxpayers were, in fact, insolvent. The resolution of that dispute hinges on the fair market value (at the time of the debt cancelation) of certain...
One of the most notorious transactions of the "inversion era" was one that was not seen to completion, the inversion of AbbVie, Inc., in which Shire plcwas to s...
Vistra Corporation, ("VST"), announced that it has executed a definitive agreement with Energy Harbor Corporation, ("ENGH"), pursuant to which ENGH will mer...
Sec. 1603 of the American Recovery and Reinvestment Act, (ARRA), appropriated funds for paymentsto applicants who placed specified energy property in service du...
Wisconsin, ("W"), imposes a five percent sales tax on the sale or lease of tangible personal property, ("TPP"), including aircraft, as well as on select&nbs...
Appellant, ("APP"), a California corporation, operates a facility in South El Monte, California, where APP designs and manufactures fluid control and filtration produ...
Who owns the cryptocurrency, ("CC"), assets deposited in Earn Accounts by Celsius's account holders before the July 15, 2022 petition date, (the "Petition Da...
P owns all of the stock of S. For valid business reasons, P distributed all of the stock of S to one of its shareholders, Mr. A (A), in exchange for all of the shares of P owne...
During the 2012 to 2015 tax period at issue in this appeal, the insurance business exemption provided: "This chapter shall not apply to any person in respect to 'insur...
The City established a Transportation Utility Fee, ("TUF"). Property owners would be charged a monthly fee based on their "intensity of use" of the city str...
Between 1976 and 1996, Congress encouraged U.S. corporations to invest in Puerto Rico (PR) by establishing a possessions corporation system of taxation. A special credit availa...
The Fair Labor Standards Act, (the "FLSA"), exempts certain categories of workers from its protections, including the overtime-pay guarantee. When an employee is a &q...
Petitioner, ("P"), became licensed to practice law in 1982. In 2003, he moved to Indiana and became licensed to practice law there. In 2010, he moved back to Colorado...
Kinder Morgan, ("KM"), is a 44 percent fractional interest owner in the MU, (the "unit").The members of CO2 are non-operating working interest owners...
Altria Group, Inc., ("MO"), has, to say the least, experienced bitter disappointment from its once-heralded investment in JUUL Labs, Inc. ("JLI"). From all...
A and M each owned 50 percent of the stock of KBRC, which had acquired title to an office building in Newark, NJ in October 1944. On November 3, 1960, the corporation was disso...
P is a domestic 'C' corporation. TP is a wholly owned domestic subsidiary of P. S is a domestic limited partnership. S is a closed private equity investment fund. On Da...
MRS is listed as the beneficial owner of XE. XE held a single asset, a UBS account ending in 0857. UBS records reflect that MRS is the beneficial owner of UBS account 0857. NPB...
Approximately 1/3 of the shareholders of Company, (C), ownfewer than 100 shares. More than 1/2 of these shareholders own less than 26 shares. C incurs substanti...
The question requires our interpretation of a provision of the Tax Reform Code of 1971 allocating a corporation's sales of services between Pennsylvania and other states fo...
In 2005, K and D, (the "Bs"), jointly purchased a house in San Francisco, California. Acting as business partners, the pair decided to remodel the house and sell it a...
TP acquired 666,363 shares of C stock in 1995 as a result of a reorganization. C is the sponsor of an ESOP. On April 30, 1997, the ESOP purchased 309,478 shares of C from TP. A...
Before 2019, section 39-22-623(1)(a)(II)(A), C.R.S. 2022, provided that to receive shares of state income tax revenue from cigarette sales, local governments were "prohibi...
Petitioners, ("Ps"), filed an application to place their property in the State Property Tax Deferral Program, (the "Program"). Maine Revenue Services, (&quo...
Baytex Energy Corporation, ("BTE"), a Canadian corporation, announced that it has entered into a definitive agreement to acquire Ranger Oil Corporation, ("ROCC&q...
The Bank Secrecy Act, ("BSA"), requires those who possess foreign accounts with an aggregate balance of more than $10,000 to file an annual report on a form known as...
On April 21, 1995, while married to his first wife, Petitioner (P) purchased property A (PA) for $488,000. P and his first wife were later divorced, and on February 4...
F used approximately 80 percent of the hot mix asphalt, ("HMA") it produced at its facilities for various construction projects upon which it served as a contractor o...
The Federal Trade Commission, (the "FTC"), in its never-ending quest to remove real and perceivedobstacles to competition, hasnow focused its attention on...
P and her husband, G, purchased the subject property as tenants-by-the-entirety in 1976. G died in December 2020, leaving P as the sole owner. In 2021, P received a notice of a...
P is an architectural, urban planning, and engineering firm. It was a New York limited liability partnership. SD was formed on June 28, 2004. As an entity subject to subchapter...
In 2017, the SSA reported on Form SSA-1099 that T was awarded disability benefits totaling a gross amount of $17,164. However, the SSA reduced this gross amount by a total of $...
The Property is located in Staten Island. The Property consists of two buildings, each a semi-detached two-family house. The Property was used as two separate two-family dwelli...
On January 1, 2020, the Massachusetts Bay Transportation Authority, ("MBTA"), was the owner of 14 Signs located in Boston. The appellee assessed O on the Signs. O pai...
February 27, 2023 - Volume 17 Issue 38Print Report
Y is exempt from tax under Sec. 501(c)(3) of the Code. The M property (MP) is a 7.6 acre piece of land which has been developed by its various lessees. Y has been a p...
Petitioner, ("P"), contracted, purchased and arranged for the shipment and delivery of aviation fuel into Illinois from various suppliers and resold that fuel to Amer...
February 24, 2023 - Volume 17 Issue 37Print Report
PTI is a Taiwan-based manufacturer of semiconductors. PTI filed the underlying claim against T in December 2011, alleging claims breach of contract and fraud arising...
J is in the business of selling ATVs and UTVs. J collected and remitted sales tax up to $300 on the retail purchase price of each ATV and UTV because J considered them to be &q...
February 23, 2023 - Volume 17 Issue 36Print Report
P is a manufacturing corporation organized under the laws of State A. T is also a manufacturing corporation organized under the laws of State A. P organizes S as a wholly owned...
Where a foreign corporation engages in what we would identify as a "spin-off," it is rarely the case that such spin-off is carried out in a manner that would render i...
Under section 6621(d) of the Code, when "underpayments and overpayments by the same taxpayer offset each other, no interest is due." In Case 1, B's un...
The I.R.S. audited plaintiffs' tax filings for the 2011 through 2015 tax years. The led to FBAR penalties which were assessed only for tax years 2012 and 2013. Anyone who q...
February 22, 2023 - The Deal Survey: February 2023Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
February 22, 2023 - Volume 17 Issue 35Print Report
TP is primarily in the business of purchasing grain from farmers and producers and reselling the grain to large grain terminals and processors. The CBOT provides an o...
B2Gold, ("B"), and Sabina Gold & Silver Corporation, ("S"), each a Canadian corporation, announced that the parties have entered into a definitive agree...
W worked for AmgenUSA, Inc. during the 2014 tax year. W did not contribute to State Disability Insurance, ("SDI"), during the 2014 tax year because her employer...
February 21, 2023 - Volume 17 Issue 34Print Report
The taxpayer is primarily engaged in the business of Business A to consumers and small businesses. Prior to Year 3, the taxpayer also operated two businesses that provided Busi...
APP, a New York corporation, is a distributor, retailer, and repairer of medical devices. APP offered optional lump-sum maintenance contracts with the sale of its products and...
We now have the details (with the public filing of the Form 10) regarding the eagerly anticipated spin-off by Madison Square Garden Entertainment Corporation of a portion,...
W is the owner of property located in Grand Rapids, Michigan, (the "property"). She purchased the property in 2006 and, since 2007, after converting the property from...
February 17, 2023 - Volume 17 Issue 33Print Report
P is the parent of an affiliated group of corporations that file their Federal income tax return on a consolidated basis. P's stock is publicly held. Sub 1 and Sub 2 are ea...
In 2014 and 2015, plaintiffs reached agreement with the I.R.S. regarding their federal tax liability, and the I.R.S. issued final federal determinations for the Years at Issue....
WS is a Delaware limited liability company. The Director assessed Missouri use tax against WS. WS was a subsidiary of ELP. ELP, in turn,was a subsidiary of Wal-Mart Store...
February 16, 2023 - Volume 17 Issue 32Print Report
In Rev. Rul. 83-51, 1983-1 C.B. 48, in each of three situations, an individual purchased a home in 1981 and used it as his principal residence. In connection with the...
In 2011, APP resided in New York and Florida. At this time, APP was employed by JPM. K offered APP the position of Chief Risk Officer in Oakland, California. The Employment Agr...
R was a non-resident alien individual during 2008 and 2009. IV manufactures and sells 5-hour Energy drinks. IV was treated as a partnership for federal income tax purposes. Bet...
February 15, 2023 - Volume 17 Issue 31Print Report
On April 19, 1982, B organized BT. B owned 100 percent of BT. B did not have an employment contract with BT; and he never signed a noncompete agreement. None of BT's employ...
Where the "merger consideration" in a proposed transaction consists exclusively of the acquirer's stock, it generally follows that the shareholders of the acquire...
The condominium consists of a nine-story, thirty-seven unit residential building with fifty-four parking spaces. M paid the developer of the condominium $33,000 for a "per...
In 2019, Fidelity National Information Services, Inc. ("FIS"), and Worldpay, Inc., ("WP"), engaged in a business combination in which the former acquired al...
The PSC, (the "Commission"),regulates utilities in Kentucky, ("K"). K utilities are encouraged to buy cheaper coal. Compared to states with no severan...
February 14, 2023 - Volume 17 Issue 30Print Report
The issue is whether TP was domiciled in Alabama in 2007 and thus subject to Alabama income tax in that year. TP was born and raised in Alabama. She moved to New York...
GlobalFoundries U.S., Inc.operates a manufacturing facility within a designated Empire Zone in Malta, New York. Petitioner, ("P"), seeks a refund of EZ-ITCs in...
U and W appeal from decisions of the Appellate Tax Board, (the "board"), finding that the taxpayers were not entitled to real estate tax exemptions under G.L. c. 59,...
February 13, 2023 - Volume 17 Issue 29Print Report
Decedents, husband and wife, had two children, BA and BB, and owned property located in Washington (the Property). Decedent A died intestate in May 2009. Decedent B d...
Petitioner contends that it is entitled to an exemption from use tax because its trucks are "rolling stock used in interstate commerce and purchased, rented, or leased by...
Distributing is a publicly traded domestic corporation. Distributing is engaged in the active conduct of Business A, Business B, and Business C. Distributing owns all of the st...
3M Company owns, directly and indirectly, hundreds of subsidiaries, one of which is 3M Brazil. Many years ago, 3M Company granted 3M Brazil a non-exclusive license to use certa...
Section 4501 of the Internal Revenue Code, enacted in the Inflation Reduction Act of 2022, as is by now well-known, imposes on each "covered corporation" an excise ta...
February 10, 2023 - Volume 17 Issue 28Print Report
In 2008, D rolled over funds from an I.R.A. at NM into a pre-existing self-directed I.R.A. he had with Charles Schwab (CS). On February 6, 2009, D signed a contract t...
R is a non-profit corporation that owns and operates a country club. R offers several levels of membership. New members must pay a one-time initiation fee with their applicatio...
eTime, ("ET"), is an application software that allows clients' employees to login using the internet from their computers and enter their time and other employmen...
R's stated purpose was "to improve and stimulate agricultural and mechanical skill." R organizes the annual Rochester Fair, ("RF"). In 2020, R filed an...
Y is a corporation engaged in the business of publishing a daily newspaper. Prior to October 31, 1977, Y had outstanding400 shares of stock. Of that number, 250...
TP uses the accrual method of accounting. It manufactures consumer products and distributes these products to dealers, who in turn sell to the public. TP provides adv...
On August 11, 2017, W filed her 2012 income tax return with the South Carolina Department of Revenue, (the"Department"), claiming a refund. On February 14, 2018...
Petitioner hired DC to prepare his 2018 federal income tax return. DC did not have a preparer tax identification number ("PTIN"). The 2018 federal income tax return w...
D is a publicly traded State A corporation. We believe D is GE. D is engaged in Business A and Business B (including Business C, a division of Business B). At the time of...
I is a private, non-profit corporation. I's members includes counties, county officers and employees, and affiliated associations. I is comprised of fifteen affiliate assoc...
This appeal involves a constitutional challenge to the Town of Hilton Head Island'sbusiness license tax ordinance (O), which requires businesses within the...
Parent, ("P"), is the parent of a worldwide group of affiliates, (the "P Worldwide Group"). The P Worldwide Group is engaged in multiple businesses, includi...
Public Storage, Inc., ("PSA"), we learned this morning, is proposing to acquire "all of the outstanding shares and units of Life Storage, Inc., ("LSI")...
OC, a wholly owned subsidiary of Johnson & Johnson, ("JJ"), sold healthcare products. It also produced Baby Powder, a skincare product. Its base was talc. Concern...
In January 1981, the Hs financed the purchase of their principal residence by obtaining a $122,000 three year loan with a balloon payment secured by a mortgage on the...
R is a registered not-for-profit college preparatory school in Westchester County, New York.R is a day school that provides education for children from pre-kindergarten t...
ACQ is the common parent of a consolidated group. On 11/30/xx, a subsidiary in the ACQ group merges with and into T and T's shareholders exchange their T stock for cash (th...
A pharmaceutical company, ("PC"), must obtain FDA approval of a new drug application, ("NDA"), to market and sell any new drug in the United States. Congres...
The property involved in this case is located in Paradise Valley, Arizona, (the "property"). In 2005, E purchased the property for $1,525,000...obtaining a $1,143,750...
P is headquartered in Washington State. P and Starbucks, ("S") are unaffiliated, not a unitary business, and are in unrelated industries. In 1991 or before, P purchas...
TP is a Washington-based bank. TP was audited by the Department of Revenue. Tax was applied to TP's gross income from interest on securities issued by Fannie Mae and Freddi...
Petitioner, ("P"), instituted divorce proceedings in California. A court order, ("order"), was issued. P was ordered to pay $9,146 in monthly alimony. Under...
A business receives a rebate for making purchases of certain fixed assets in bulk. The assets are purchased and the rebate is given after the fact as a refund. The rebate is pr...
The GEO Group, Inc., ("G"), owns and operates correctional and detention facilities. G operated such facilities in Texas under contracts with the State of Texas and t...
KC founded Cities Management, Inc., ("CMI"), in 1988 as a Minnesota corporation. CMI was primarily engaged in the business of managing community associations in Minne...
In October 1977, petitioner (P) entered into negotiations to purchase an office building from TF. P paid the entire purchase price with a nonrecourse purchase money mortgage fo...
A served in the Navy from 1977 until 1981. Approximately 30 years later, the VA received A's application for disability compensation. The regional office granted A benefits...
The determination of the Administrative Law Judge, ("ALJ"), was mailed by the United States Postal Service, ("USPS"), certified mail on March 10, 2022 to pe...
TP is a licensed home health agency. Specifically,TP is a licensed skilled nursing provider that offers services to the United States Department of Energy employees...wit...
Plaintiff (P) was employed as a pilot by United Airlines (U) from January 29, 1979 until October 1, 2004. This case concerns the FICA tax treatment of P's retirement benefi...
Magnet Forensics, Inc., ("MAGT"), a Canadian corporation, announced it has entered into a definitive arrangement agreement with "PU," a newly-created corpor...
In 2004, Congress added section 6707A to the Internal Revenue Service'sarsenal of tools for identifying tax avoidance schemes. Section 6707A permits the I.R.S. to pen...
C is a privately held holding company with all of its stock (consisting of Class A voting stock and Class B nonvoting stock) held by or for the benefit of members of...
Petitioner, ("P"), filed an Application For Refund. The Department issued a Notice of Decision of Refund Denial. In 2007, Oracle, ("O"), first sold a perpet...
The Affordable Care Act, (the "ACA"), included a mandate (sincerepealed) requiring most individuals to maintain health insurance. Individuals who did not mainta...
The City adopted the Earnings Tax in 1959. Since then, the City has imposed a one percent tax on the earnings of non-residents of the City "for work done or services perfo...
M was indicted on two counts of tax evasion. He pled guilty to the 2000 count and the government dismissed the 2001 count. The I.R.S. sent M a notice of deficiency asserting in...
In 1981, A obtained a 16-percent mortgage loan (old mortgage loan) expressly for the purchase of a principal residence. On August 20, 1986, A refinanced the old mortg...
California encourages adult citizens with developmental disabilities to live in group homes. They are operated by social-service entrepreneurs like the Ps. Group homes are much...
TP and its affiliates filed consolidated federal and separate Virginia corporate income tax returns for the years at issue. TP reported a separate net operating loss, ("NO...
S&P Global, ("SPGI") recently announced that it has entered into an agreement to sell its Engineering Solutions business to investment funds managed by KKR...for...
Albertsons Companies, Inc., ("ACI"), in connection with its proposed business combination with The Kroger Company., ("KR"), declared a special dividend in O...
A state permits lending institutions to make "reverse" mortgage loans to individuals who own their own homes which they occupy as their principal residence. A reverse...
In 2017, L worked at LCEwhere he had been employed for approximately four years. L lost his job in 2017. To make ends meet, he obtained a distribution from a section 401(...
January 25, 2023 - The Deal Survey: January 2023Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
The Battelsteins were land developers. In 1971, G, a financial institution, agreed to lend the Battelsteins more than $3 million to cover the purchase of a piece of p...
The Alabama Department of Revenue determined that TPs' domicile during 2016 was Alabama. TPs moved to Alabama in 2014, had purchased a home, and had claimed a homestead exe...
Sections 864(c)(8) and 1446(f) were added to the Internal Revenue Code by the TCJA. The former provides that gain or loss of a foreign person on the sale or exchange of an inte...
Many retailers offer their customers store-branded private label credit cards that are issued to the customers by a financial institution. Under the typical agreement between t...
An individual issued and delivered a negotiable promissory note to a lawyer who accepted the note in payment for legal services rendered to the individual as operator of a smal...
TPA purchased units of Cryptocurrency B, ("CB"), for personal investment purposes. TPA later transferred all of herunits to CH, a charitable organization descri...
Amazon fulfills orders for products sold by third-party merchants through a program it calls "Fulfillment by Amazon," ("FBA"). Amazon provides advertising,...
P is an Iowa chartered bank that is 100 percent owned by A. A elected to be treated as an 'S' corporation. A made the election for P to be taxed as a qualified subchapt...
D is the common parent of an affiliated group of corporations that files a consolidated federal income tax return. D owns all of the stock of C, a State A corporation, and all...
CB became a permanent resident of the U.S. in 2006. CB's father opened an account in her name at the Taiwan Cooperative Bank, ("TCB"). She had a financial interes...
S received an offer of employment from R to work as an engineer at the Joint Defense Facility at Pine Gap, Alice Springs, Northern Territory, Australia, ("Pine Gap")....
TP owned and operated more than a dozen retail department stores in Washington. TP offers its customers a store-branded private label credit card that was issued to its custome...
TPA purchased units of Cryptocurrency B, ("CB"), in 2022 at $1 per unit for personal investment purposes on a cryptocurrency exchange. The per unit value decreased si...
Although Governor Hochulseems intent on not raising taxes this year, her colleagues in the New York State Legislature are not expressing such reticence. The recent setbac...
P has a 52-53 week taxable year ending on the last Saturday in December. Part of P's business in Country is conducted through a holding company, SM1, which was organized un...
The subject property is 0.295 acres of vacant land with no improvements thereon... The subject property was deeded to Rockford Baptist Church, Inc. on January 21, 2004. The sub...
TP is a private operating foundation. Grantor owns Apartment complex (AC). Grantor intends to transfer ownership of AC to TP as a donation. The AC annually generates several mi...
Petitioner, ("P"), has a daughter, AM, who was enrolled in post-secondary education at University College, London, ("UCL"), during the year in issue. UCL is...
Taxpayer, ("TP"), is a provider of diagnostic testing and analytical services with locations in Virginia and throughout the United States. The auditor denied TP refun...
There areobvious advantages, from a tax standpoint, to "replacing" equity with indebtedness, not the least of which is the opportunity to convert non-deductible...
A holds a paid-up life insurance contract on his own life. X is a calendar-year C corporation unrelated to A. On the first day of Year 1, X purchases A's life ins...
Petitioners, ("Ps"), sought to diversify their business interests by acquiring a cattle ranch. Ps purchased the property for $2 million. Ps hired a foreman, RP. Withi...
On March 17, 2021, the Department assessed TP for personal income tax, penalty, and interest for the 2018 tax year. TP filed a timely written protest to the assessment. Prior t...
APP and FH married in 1991 and divorced in 2002. APP and FH executed a Marital Settlement Agreement, ("MSA"), which was incorporated into a Judgment of Dissolution. S...
Appellant, ("APP"),timely filed her 2015 California tax return, reporting tax due. APP remitted timely payment of tax due when she filed the return. On March 9,...
The taxpayer, a corporation licensed by the Small Business Administration to operate as a small business investment company, registered with the S.E.C. as a closed-en...
F owned RSB. H moved from New Jersey to California around June 2011, when he began working for RSB. F purchased a residential house located in California for APPs, (the "C...
The Department of Revenue, (the "Department"),assessed TPs for deficient taxes...for tax year 2013. TPs appealed to the Magistrate Division of the Tax Court. Wh...
Taxpayers filed a Virginia resident income tax return for 2018 claiming a credit for Unincorporated Business Franchise Tax, ("UBFT"), paid to the District of Columbia...
The Company must pay M&T tax to the County for the machinery and tools it uses in its factory. On May 11, 2017, the Board increased the M&T tax rate to $4.24 per $100 o...
Advice has been requested whether, for purposes of Sec. 318(a) of the Internal RevenueCode, in determining the applicability of Sec. 302(b)(2) to a redemption o...
The I.R.S. issued petitioner, ("P"), a final adverse determination letter revoking its tax-exempt status retroactively to 2016. P petitioned this court seeking a decl...
Since April 2015, petitioner, ("P"), has been unemployed. Consequently, she made early withdrawals from a retirement or pension plan. P was enrolled in health insuran...
T is a trust that is subjectto the provisions of Secs. 671-677 and A is the grantor of T. T holds notes (Old Notes) thatare payable by X, a corporation. T...
APP filed a 2016 California Non-Resident Return reporting $82,070 in Federal AGI and $75,581 of California AGI. The Franchise Tax Board, ("FTB"), received information...
X, a limited partnership, is in the business of providing relocation services to employers (E). X and E will enter into an agreement pursuant to which X, upon notific...
The Texas sales tax is imposed on the sale of amusement services... Amusement services includes "the provision of amusement, entertainment, or recreation." For purpos...
TP entered into contracts with convenience stores, (the "proprietors"), concerning coin-operated amusement machines, (the "machines"). The contracts reflect...
Pursuant to a plan of reorganization, X proposes to transfer substantially all of its properties to Y in exchange for shares of voting stock of Y followed by the dist...
P is a veterinarian about 75 percent of whose practice involves treating large animals. P tows a trailer marked "Small Animal Mobile Clinic" behind his pickup truck....
FICA tax is imposed on the income of every individual... Wages under a non-qualified deferred compensation plan are subject to a special timing rule. The FICA tax on wages defe...
Cook County (Illinois) taxes the sale of gasoline, diesel fuel, biodiesel fuel, and GDiesel at a retail level pursuant to the Fuel Tax Ordinance. When a distributor sells fuel...
Acquiring Corporation, (ACQ), a State A corporation, is the parent corporation of a consolidated group. Target (T) a Country B corporation, is the parent company of a...
This case stems from a provision in 2020 H.B. 197--section 29--regarding municipal taxation that the General Assembly enacted in March 2020 in response to Governor DeWine's...
The District of Columbia generally taxes the sale of real estate as a percentage of the total sale, divided equally between the buyer and seller. It does so through two differe...
TP is a Delaware corporation. TP carried into the 2014 Tax Year net losses...apportioned to Pennsylvania, ("P"), in the amount of $791,244,978. For the 2014 Tax Year,...
APP held stock in CelgeneCorporation. On November 19, 2019, Bristol-Myers Squibb Company purchased Celgene Corporation in a "merger acquisition, which resulted in AP...
It turns out that SPACswill not only benefit from the I.R.S.'s surprising decision to exclude liquidating distributions from the definition of a "repurchase,&quo...
P and T are widely-held, manufacturing corporations organized under the laws of State A. P seeks to acquire all of the outstanding stock of T. P initiates a tender of...
A is a telecommunications company that provides wireless telecommunications services to consumers...including Lifeline, ("L"), services. L is a federal program design...
G is a trade association for e-commerce merchants. Members sell products through Amazon's "FBA" program. Goods are ostensibly sold by the merchant, but "fulf...
On January 14, 1977, the Covenantor (the CO) and the Company (the C) executed a non-competition agreement. Under this contract, the CO agreed not to compete with the...
TP is a law firm organized as a partnership. TP is a cash method taxpayer. TP represents a client, ("C"), in connection with C's legal claim against a defendant,...
U was an online retailer that sold after-market automobile parts and accessories; it was headquartered in California. U did not own or lease any offices, facilities, inventory,...
D extracts crude oil on parcels that it leases from the State of Wyoming. D hired contractors to perform fracking services. Those contractors charged D sales tax on some of the...
Sec. 368(a)(1)(E) of the Code provides that a recapitalization is a reorganization. A recapitalization has been defined, succinctly, as "a reshuffling o...
The I.R.S.'s guidance on the corporate alternative minimum tax, (the "CAMT"), enacted in the Inflation Reduction Act of 2022,adopts the same governing...
A appeals the Tax Court's dismissal of his petition to challenge a notice of deficiency...for lack of jurisdiction. The I.R.S. contends the Tax Court lacked jurisdiction ov...
On February 11, 2020, defendant shoplifted a Play Station 4 video game console from a Kohl's department store. The price of the Play Station 4 was $299.99, exclusive of sal...
December 30, 2022 - Volume 16 Issue 248Print Report
The taxpayer, A, was formed as a C corporation on Date 1. It elected 'S' status on Date 2. On Date 3, A transferred corporate-owned real estate to B, a shareholder of A...
DR operates Mohegan Sun, a casino and resort in Pennsylvania. DR contends it was entitled to deductions from its gross revenue for "PC Points" it distributed to playe...
W was a licensed physician and surgeon by the Minnesota Board of Medical Practice specializing in anesthesiology. In 2019, he was employed as a physician and received $551,214....
Respondent determined deficiencies for the years at issue, as well as an addition to tax under section 6651(a)(1) and an accuracy-related penalty under section 6662(a) for each...
Where the parties to an acquisition are unable to agree on the value of the target (or, less frequently, on the value of the acquirer) for purposes of fixing the merger conside...
December 29, 2022 - Volume 16 Issue 247Print Report
This is an estate tax case in which the executor elected to value the gross estate of the decedent by valuing the property included therein on the date of decedent's death...
On her bankruptcy schedules, M claimed exemptions in 100 percent of the tax refunds, ("Claim of Exemptions"). The Trustee objects to $4,361.00 of M's EITC tax ref...
On June 9, 2021, the Department of Revenue, (the "Department"), issued petitioners, ("Ps"), a Proposed Assessment. Under the Revenue Procedures Act, Ps had...
December 28, 2022 - Volume 16 Issue 246Print Report
TP is an individual investor in X, a limited liability company (LLC) that is treated as a partnership. TP has a zero basis in his partnership interest. In Year 1, the LLC purch...
DC was classified as a partnership for U.S. federal and California income tax purposes. SS was a disregarded entity. SS was a member of DC. APP was the sole member of SS. SPM i...
TP is a subdivision homeowners association registered in the State of Florida as a non-profit corporation that services a community of 200 residences. Each member of the associ...
December 27, 2022 - Volume 16 Issue 245Print Report
A redemption agreement between the corporation and the individual shareholder provides that a total of $350x will be paid to such shareholder for all ofhis stoc...
PO filed an application with County, ("C"), for so-called "circuit breaker" tax relief for the 2020 tax year. C denied the application. PO was domiciled in...
In 2018, APP was the beneficiary of a distribution of taxable retirement benefits that were received by the estate of APP's brother. This distribution was included in APP&#...
C manufactures aluminum. As part of that business, C purchased anode stubs, Inductotherm lining, thermocouples and tube assemblies, and welding wire and industrial gases from K...
December 23, 2022 - Volume 16 Issue 244Print Report
The question relates to the time for filing a Federal income tax return and paying the tax due thereon by a corporation that has satisfied or made provision for all o...
Petitioner, ("P"), is an 'S' corporation headquartered in Wisconsin. P is engaged in the production and sale of printed materials...for distribution across th...
Are Taxpayer's sales of XXXX(the "Product"), subject to Florida Sales and Use Tax when sold at retail in Florida? The answer is yes... Taxpayer sells medica...
J died on November 8, 2018, as a domiciliary of Minnesota, ("M"). The sole asset of her estate is the Trust. J established the Trust upon the death of her husband in...
Volkswagen AG's shareholders overwhelmingly approved a special distribution in the amount of EUR 19.06 "per ordinary and preferred share entitled to distribution."...
December 22, 2022 - The Deal Survey: December 2022Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Taxpayer, ("TP"), was born in Alabama in 1988 and lived there until 2015. He moved to Jacksonville, Florida, because his child had been born there. He leased an apart...
On December 20, 2022, Wells Fargo & Company, ("WFC") issued a press release announcing that it hasreached a settlement with the Consumer Financial Protectio...
December 22, 2022 - Volume 16 Issue 243Print Report
MW was a Delaware corporation with its principal place of business located in California. MW was a wholly-owned subsidiary of MP. MW was in the business of processing...
AWG, a limited liability company taxed as apartnership, operated a winery in Paso Robles, California.AWG had two members, YHIand WGP. WGP had four partners, K...
December 21, 2022 - Volume 16 Issue 242Print Report
Y is a farmer's cooperative association which markets and processes agricultural productson behalf ofits members. Its member-patrons possess membershi...
Two classes of residents, a domiciliary resident and an actual resident, are set forth in section 58.1-302. The domiciliary residence of a person means the permanent place of r...
December 20, 2022 - Volume 16 Issue 241Print Report
In 1951, D received a cash payment of approximately $12,000 from CBSI. The question is whether that payment was taxable as a long-term capital gain or was ordinary in...
Heavy equipment sales and rentals are generally subject to sales tax under Tax Rule GR-15.2. The rentals at issue involved excavators, boom lifts, and buggies. Exemption is lim...
The As filed Nebraska, ("N"), income tax returns claiming status as non-residents of N. The Department sent the As notices of proposed deficiencies. Each of the As ow...
TP is a wholesale dealer of High Alcoholic Content Beverages, ("HACB"). TP has obtained licenses and permits from the State and from Jefferson Parish, ("JP"...
December 19, 2022 - Volume 16 Issue 240Print Report
In September 1976, PMC, which was wholly owned by petitioners, opened escrow on 11.3 acres of land in California. In May 1977, petitioners assumed PMC's position...
APP operates an automated teller machine, ("ATM"), network in this state. APP enters into Franchise Agreements with franchisees. An ACFNbusiness consists of the...
For tax year 2018, DC filed Schedule C forms as part of his federal personal income tax returns. The Schedule C reported business income. The taxpayer did not file gross receip...
On their combined returns, petitioners calculated their franchise tax on the entire net income base using the reduced tax rate as a "qualified emerging technology company....
Madison Square Garden Entertainment Corporation, ("MSGE"), has tweaked the spin-off plan it announced in October, although the manner in which the spin-off will be ef...
Taxpayer, ("TP"), operates an orthodontic practice in Indiana. Post-treatment retainers are provided for every comprehensiveorthodontic patient to maintain stab...
December 16, 2022 - Volume 16 Issue 239Print Report
SHA owned, directly, 50 percent of the stock of Y. As a result of family attribution, SHA is considered to own approximately 94 percent of the stock in X. It is plann...
Sales and use tax is imposed on the sales at retail...in this state. Tangible personal property is personal property which may be seen, weighed, measured, felt or touched, or i...
On September 30, 2022, the New York Times reported that "this year is the most devastating period for bonds since at least 1926...and that bond investors are experiencing...
December 15, 2022 - Volume 16 Issue 238Print Report
In Date a, A contacted TP with a business proposition regarding the acquisition and management of Corp. B (B), a manufacturer of C. A formed N for the purpose of acqu...
For 2019, Owner had in place a senior citizen property tax exemption for the subject property at income threshold one. The Assessor determined that Owner's 2020 income requ...
The issue is whether petitioner, who admittedly spent more than 183 days within New York City, ("NYC"), in 2017, maintained a permanent place of abode that resulted i...
December 14, 2022 - Volume 16 Issue 237Print Report
C is aState W corporation that performs services for both the government and the private sector. At present, 68,300 shares of C common stock are held by current...
An Australian software magnate who had become, to his consternation, a California resident was awarded a lucrative consolation prize, what amounted to a "cost-free,"...
TP manufactures custom component parts for industrial equipment and provides equipment repair and refurbishing services. Repairs may require replacement components. TP may fabr...
Worker's compensation is a state-regulated insurance program that pays medical bills and replaces some lost wages for employees who are injured at work or who have work-rel...
The New Jersey Legislature appears certain to enact, in early 2023, a tax bill that will go a long way to ending, or at least mitigating,its "second-class" stat...
The Financial Accounting Standards Board, ("FASB"), has updated its accounting standards for leases. FASB requires privately-held companies...to follow Accounting Sta...
TP is a manufacturer, wholesaler, and retailer of medical supplies. TP submitted Warehouse Tax Incentive applications...requesting remittance of sales and use tax paid for cost...
December 13, 2022 - Volume 16 Issue 236Print Report
Petitioner (P) purchased his personal residence and the surrounding 80 acres of land ("property") in 1966 for $25,000. On July 11, 2006, P agreed to sell th...
On October 27, 2022, a corporation, "Merger Sub," a wholly-owned subsidiary of "Parent," each such corporation recently created by Mr. Elon R. Musk, ("...
Petitioner acquired the subject property pursuant to a donation agreement on April 12, 2021. Respondent subsequently levied summer and winter taxes against the subject property...
Suffolk County (N.Y.) is experiencing degraded water quality as a result of excess nitrogen and nitrogen pollution. To address the adverse effects of nitrogen pollution...Suffo...
December 12, 2022 - Volume 16 Issue 235Print Report
A, an individual, was engaged in business as a sole proprietor. The assets of the proprietorship consisted of accounts receivable with a basis of zero and fair market...
In 2013, TPs submitted an application, (the "Application"). The Application sought to dedicate 32.406 acres on the Parcel to the ranching of "off site feed"...
December 9, 2022 - Volume 16 Issue 234Print Report
Sec. 3406(a)(4) of the 1939 Code provided: "There shall be imposed on the following articles, sold by the manufacturer, producer, or importer, a tax....cameras.....
At issue is whether TP is entitled to the income tax exemption set forth in NMSA 1978, section 7-2-5.5 (1995), which provides that income earned by a tribal member is exempt fr...
C is a resident of ST and is employed in the petroleum refining industry with a usual place of business in O. From March 15, 2020 to thistime the complaint was filed, C w...
On October 3, 2018, Taxpayer purchased a Trailer. Taxpayer registered the vehicle with the Department on October 25, 2018. The Trailer was purchased by, and is titled in, the n...
Los Angeles voters, overwhelmingly,approved a new tax on high end real estate transfers. The proceeds from the tax, estimated to be anywhere from $600 million to $1 billi...
December 8, 2022 - Volume 16 Issue 233Print Report
C and D, individuals, entered into an oral contract with H, an individual. H agreed to manage the business of C and D, taking a significant reduction in salary in the...
N and H are video-content providers that stream on-demand shows and movies to their subscribers over the Internet. Because N and H make their content available through the publ...
December 7, 2022 - Volume 16 Issue 232Print Report
In 1942, plaintiff acquired improved real property. On February 2, 1966, the Department of Highways purchased that property from the plaintiff for $125,300 in cash. According t...
TEI is a subsidiary of T. Both are headquartered in Minnesota. TEIearns revenue from providing services to T and certain other third parties. In 2011, TEI and T entered i...
P's business involves entering into vehicle service contracts, ("VSCs"), with buyers of vehicles and then administering those VSCs. The VSCs are extended warranti...
TEX. LOC. GOV'T CODE ANN. section 381.004(b) authorizes "the commissioners court of the county to develop and administer a program...for state and local economic devel...
December 6, 2022 - Volume 16 Issue 231Print Report
P is the common parent of an affiliated group filing a consolidated federal income tax return. S is a member of P's affiliated group. P owns 100 percent of the common stock...
Retailers selling tangible personal property at retail may or may not charge their customers for delivering merchandise via their own vehicle. However, when fuel costs increase...
At issue is whether Mr. B's transfer of the "subject property" to the Trust made him ineligible for taxpayer relief pursuant to TENN. CODE ANN. section 67-5-702(a...
This case involves the issue of whether petitioner, ("P"), complied with the statutory requirements of the Eligible Manufacturing Personal Property, ("EMPP"...
December 5, 2022 - Volume 16 Issue 230Print Report
X and Y, both organized in State R, have operated continuously for many years as mutual savings banks. Neither had any capital stock outstanding, nor were there any other writt...
K failed to file income tax returns when due for 1997 and 2000. Nor did he pay the taxes that were owed. In March 2003, the I.R.S. assessed the tax believed to be due for 1997....
The parties stipulated decedent "deeded" the property to C by a series of deeds from 1992 to 1995. The parties further stipulated decedents continued to control and f...
In 1965, the I.R.S. determined that Mayo Clinic, ("MC") was a tax-exempt entity under section 501(c)(3) of the Internal RevenueCode. On February 28, 1969, MC me...
December 2, 2022 - Volume 16 Issue 229Print Report
C1 produces "Device" for C2 pursuant to License Agreement. Device is a taxable medical device described in Sec. 4191(b) of the Code. Sec. 48.0-2(a)(4)(i) of the Manuf...
Appellants' Petition for Rehearing En Banc is DENIED. Four judges dissented. At the Founding, the dissenters noted, for a direct tax to be constitutional, the federal gover...
S worked for 33 years for Metro-North, ("MN"), until hisretirementin 2015. He retired following diagnosis and surgery for colon cancer. Upon his retiremen...
In 2008, the Tennessee, ("T"), General Assembly enacted the Competitive Cable and Video Services Act, (the "Act"). The Act requires "any entity...seeki...
General Electric Company, ("GE"), announced that its Board of Directors has approved the spin-off of its health care business, ("GE HealthCare"). GE HealthC...
December 1, 2022 - Volume 16 Issue 228Print Report
USP is the common parent of an affiliated group of corporations that file a consolidated income tax return. Throughout Tax Year 1, USP indirectly wholly owned numerous controll...
In 2015, plaintiffs, ("Ps"), installed solar panels on their home and received a Residential Energy Tax Credit, ("RETC)", totaling $6,000. Ps' RETC appl...
The Ohio General Assembly enacted the Commercial Activity Tax, ("CAT"), in 2005. The CAT is imposed on "taxable gross receipts for the privilege of doing busines...
One of the world's largest companies, PKN Orlen, recently acquired, as a complement to its oil refining business, the assets, subject to the liabilities, of an oil and gas...
One of more enduring issues faced by tax advisors who travel in the mergers and acquisitions space is the proper classification, for federal income tax purposes, of what we can...
November 30, 2022 - Volume 16 Issue 227Print Report
TP has elected to be taxed as a Real Estate Investment Trust, (REIT). S is wholly-owned by TP and has elected to be taxed as a "taxable REIT subsidiary" und...
In September 2009, Chicago State University, ("CSU"), hired T as project director of a federal grant that CSU had received. T expressed concerns to the U.S. Departmen...
The As created the Trust on August 17, 2004. The As created the Trust to qualify as a "grantor trust." The Trust provided that the As would be the trustors and truste...
November 29, 2022 - Volume 16 Issue 226Print Report
D and C are both Country A corporations. Neither is required to file a U.S. federal incometax return. On Date M, D distributed pro rata to its shareholders all...
Texas imposes a franchise tax on each taxable entity that does business in the state. A taxable entity's franchise tax obligation is determined by multiplying the "tax...
Plaintiff, ("GK"), purchased a tax sale certificate on a condominium unit in North Bergen, New Jersey, owned by defendant, GC. After waiting the full two years requir...
Foreign Parent is the parent of a large, worldwide group of business entities. Foreign Parent owns FDE1, which owns FDE 2, which owns FDE 3. Parent is a domestic corporat...
A Colorado taxpayer's state income tax liability begins with their "federal taxable income, as determined pursuant to section 63 of the internal revenue code." Th...
The merger of Safehold, Inc., ("SAFE"), and iStar, Inc., ("STAR"), was already a rather complicated affair. It just got even more complex. To recap, STAR cu...
Distributing is a privately held corporation engaged in "Business." Business includes conducting research and development activities for the production of Product X a...
November 28, 2022 - Volume 16 Issue 225Print Report
At the time of his mother's passing, petitioner's sister lived in the Elmsford (N.Y.)home (EH), while petitioner lived in a New York City apartment. In...
Plaintiff challenges the value of property...for the 2020-21 tax year. Defendant moves to dismiss Plaintiff's appeal of the 2020-21 tax year because plaintiff failed to app...
In 2001, Avnet, Inc., ("AI"), instituted a program to securitize its accounts receivable. It did so by selling its accounts receivable to a wholly owned subsidiary, &...
November 25, 2022 - Volume 16 Issue 224Print Report
M is an insurance holding company. M has outstanding common stock that is widely-held and publicly traded. M also has outstanding shares of preferred stock consisting...
When a property is classified as residential, it receives a special assessment ratio of four percent, rather than the default six percent ratio. The four percent ratio is appli...
November 23, 2022 - Volume 16 Issue 223Print Report
Auto manufacturers offer "Facility Image Upgrade Programs" (P). To provide an incentive for a dealership to participate in P, a manufacturer may offer "...
The petitioners ask us to decide whether "a property tax increase by a school district is subject to a referendum..." Article VI, section 1 of the Utah Constitution p...
TP purchased a new 2021 Toyota Prius Prime XLE, (the "Vehicle"), from a Toyota auto dealer...located in Oregon in 2020. It had a Hybrid Synergy Drive System, ("H...
B provides...roadside services to drivers in Wyoming, ("W"). B has nevercollected sales tax on these services. The Department of Revenue, ("DOR"), det...
S initiated administrative proceedings seeking a refund claim for franchise tax paid... The trial court granted the State's motion for summary judgment and denied S's m...
O is a Wisconsin corporation. O incurred various expenses for indirect materials that were allocated to the "Five Government Contracts." O was assessed UTAor pa...
November 22, 2022 - Volume 16 Issue 222Print Report
In 1966, Y, a taxable corporation, paid dividends to its sole shareholder, Z, an organization exempt under Sec. 501(c)(3) of the Code as a charitable organization. In...
The issue in this False Claims Act, ("FCA"), case is who gets priority over funds obtained through a partial settlement of the case: is it the government...or the pla...
The Trust was created on July 20, 2006 by the Bs to hold title to land, (the "LAp"). The Bs used the LApto collateralize a $3 million mortgage...to finance cons...
November 21, 2022 - The Deal Survey: November 2022Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Fidelity National Financial, Inc., ("FNF"), has a well-deserved reputation forcreativity both in terms of its capital structure and the ways in which it chooses...
November 21, 2022 - Volume 16 Issue 221Print Report
In 1980, L founded AFS. The purpose of ASF was to provide and install alternative fuel systems. L was the principal shareholder of AFS. He was also the chairman of th...
Beginning April 2014, Riders paid Uber a "Safe Riders Fee" on trips facilitated by and through the Uber App. From July 23, 2012 until March 2014, Uber did not charge...
November 18, 2022 - Volume 16 Issue 220Print Report
H developed technology in the late 1990s and licensed the technology to several related companies. He made secured loans to two of these companies in 2006 and 2007. T...
L filed suit against P alleging that the parties' lease agreement required P to pay a certain tax imposed by the City of Chicago on the lease of personal property. The circ...
On his 2018 Virginia, ("V"), resident individual income tax return, TP claimed a subtraction for moving expenses that were paid for by his employer during the 2018 ta...
Investors have been anticipating this day for quite some time, and now it has finally arrived. Liberty Media Corporation, ("LMC"), has announced that its board of dir...
November 17, 2022 - Volume 16 Issue 219Print Report
GB and DD formed GF in September 2002. In November of that year, GF purchased, for approximately $3.2 million, 1,982 acres of land in Florida (the GFp). Petitioners s...
The Arkansas Video Service Act, (the "VSA"), establishes a state wide franchising scheme for authorizing video service providers to provide services in political subd...
Taxpayer is a physician with specialties in Critical Care and Cardiology.Between February 1 and June 25, 2021, Taxpayer served in a voluntary deployment to NYC Health + H...
C is engaged in the business of selling and developing real estate. C sought an income tax exemption pursuant to R.C. 715.72(Q). The trial court found that C was exempt from in...
Triple Flag Precious Metals Corporation, ("TFPM") and Maverix Metals, ("MMX"), each a Canadian corporation, announced that they have entered into a definiti...
This case centers on the plaintiff States' request to preliminarily enjoin the Secretary of Education from implementing a plan to discharge student loan debt. The district...
November 15, 2022 - Volume 16 Issue 217Print Report
TP is a partnership operating under the laws of State N. TP is engaged in the business of selling equipment to commercial customers. TP is forming a wholly-owned subs...
GD, a corporation, operated a bar in Kansas City. T was the owner and an officer of GD before he passed awayin December 2015. The director made additional assessments aga...
During 2018, Taxpayers, a husband and wife, were residing in Virginia when the husband separated from his Virginia employer. He received both severance pay and pay for unused v...
In May 2020, after receiving their 2020 property valuations, the taxpayers sent a letter to Weld County's assessor requesting revaluation of their properties under the unus...
O bought solar lenses through a program created by J. Under the program, J would use the lenses in a new system to generate electricity... J never finished the system. J funded...
November 14, 2022 - Volume 16 Issue 216Print Report
Prior to 1959, the taxpayer was owned by SR (75 percent) and byPB (25 percent). Following SR's death in 1959, his stock was transferred to the SR Foundation...
D retained the "Retained Shares." See section 355(a)(1)(D). D generally will use the Retained Shares to satisfy debt. D has determined that the Retention furthers wha...
For the six-year period from 1986 through 1991, W did not pay federal income taxes. In October 1994, W late-filed his tax returns for those years. The I.R.S. made tax assessmen...
The Club is a federal tax-exempt entity. The Club collected and remitted sales tax on monthly membership dues collected from Club membersand also on charges for meals and...
FA conducts research and product development. FA will acquire all the USC stock from USSHin exchange for newly-issued FA stock pursuant to a reorganization described in s...
Although a pro-rata spin-off remains the most popular methodfor a corporation to divest itself, tax-efficiently, of a suddenly incompatible business, some distributing co...
An acquisition technique that had, at one time, occupied a prominent place in an investment banker's arsenal, the "forward cash merger," was relegated to relative...
November 10, 2022 - Volume 16 Issue 214Print Report
X is a publicly held domestic corporation. X owns all of the stock of Y, a domestic corporation. Prior to Date 1 of Year 1, X owned all of the stock of Z, a corporation o...
A parent who is an individual service provider to his or herdisabled child received in-home care payments from a State program. A 2002 Field Service Advisory, 2002 WL 131...
November 9, 2022 - Volume 16 Issue 213Print Report
Elan Corporation plc (P) is an Irish public limited company headquartered in Ireland. It is a worldwide pharmaceutical company. P conducted operations through two primary busin...
EFI was incorporated in 1991. EFI made a valid election to be treated as an 'S' corporation. Petitioners held a tenpercent interest in EFI, while petitioners'...
TP provides forecasting to its clients. The forecasting may include location specific forecasts, advance notice and assessment of severe weather threats, severe weather alerts,...
Ritchie Brothers Auctioneers, Inc., ("RBA"), a Canadian corporation, and IAA, Inc., ("IAA"), a domestic corporation, have entered into a definitive agreemen...
November 8, 2022 - Volume 16 Issue 212Print Report
P owns S. On Date 1, P formed HS, by transferring "$a" to HS in exchange for "b" shares of HS stock. On Date 2, HS filed a registration statement with the S...
TP is an out-of-state law firm specializing in legal services related to the procurement of patents from the USPTO. TP provides legal services to customers headquartered in Was...
Is the sale at retail of an injectable medication or injectable biologic for use in a hospital or an independent surgery center exempt from sale and use tax under Code section...
November 7, 2022 - Volume 16 Issue 211Print Report
TP elected to be treated as a REIT. TP's primary business is to own and manage timberlands. In Year 1, TP entered into a credit agreement. In Year 5, TP borrowed "$b&q...
On April 13, 2017, J filed an electronic request for an extension of time within which to file her New York State personal income tax return for 2016. She filed her return on S...
TP provides professional genealogical services to individuals. Audit attributed TP's gross receipts to the state of each customer's residence because Audit determined t...
The trust was established as a revocable trust. It became an irrevocable trust upon the death of the decedent. Before his death, the decedent transferred his assets to the trus...
We have seen an inordinate number of special purpose acquisition companies, ("SPACs"), "throw in the towel" and announce their intention to liquidate due to...
November 4, 2022 - Volume 16 Issue 210Print Report
P is a domestic corporation that conducts a life insurance business. All of P's stock is owned by H. T is a domestic corporation that conducts a life insurance bu...
TP performs residential real estate property tax payment services for banks, mortgage companies and other financial institutions, ("Lenders"). TP maintains a database...
As a result of recent inflationary times, some retailers are adding a separate fee to a customer's invoice or receipt in order to recover some or all of their increased ope...
November 3, 2022 - Volume 16 Issue 209Print Report
The taxpayer, W, an individual,had beena full-time employee of the Association of American Medical Colleges (AAMC) from March 1, 1981 until her retirement...
TP is a financial institution. TP earned interest income on investments in mortgage-backed securities, ("MBS investments"), and home equity conversion mortgage-backed...
On October 30, 2022, Emerson Electric Co., ("EMR"), "BCP Emerald," a Delaware limited partnership formed by investment funds managed by affiliates of Blacks...
November 2, 2022 - Volume 16 Issue 208Print Report
TP is a public utility organized under the laws of West Virginia. Its stock is widely held and it consistently paid cash dividends to shareholders. To retain addition...
November 1, 2022 - Volume 16 Issue 207Print Report
In January 1979, D, the decedent, gratuitously transferred 500 shares of stock of X to A. The stock of X is publicly traded. In December 1979, X declared a stock divi...
Before their marriage on May 16, 2015, petitioners, ("Ps"),separately enrolled in health insurance for taxable year 2015 through ALIC, which they purchased thro...
Plaintiff is a Pell Grant recipient who has taken out federal student loans. To pay back his student loans, plaintiff utilizes an income-driven program and intends to seek forg...
In May 2021, New YorkCommunity Bancorp, Inc., ("NY"), and Flagstar Bancorp, Inc., ("FB"), entered into a definitive merger agreement pursuant to which...
October 31, 2022 - Volume 16 Issue 206Print Report
In 1969, ABCRT was formed as a Massachusetts Business Trust to hold a single piece of real estate located in New Hampshire. The sole beneficiary of the trust is XYZLP...
In 2019, TP received a favorable ruling authorizing the use of an alternative apportionment method. C1 is a partnership. C1H, formerly C2, is a disregarded limited liability co...
Plaintiffs, ("Ps"), worked as delivery drivers for E, a service provider for FedEx. Ps allege that their supervisor told them he was withholding part of their weekly...
October 28, 2022 - Volume 16 Issue 205Print Report
TP is an out-of-state holding company which owns a 100 percent membership interest in several limited liability companies. The limited liability companies are disrega...
Historically, C1's operations consisted of three operating segments: (1) Industry 1 and Industry 2, (2) Industry 3, and (3) Retail. Vital to this petition are C2's comp...
In 2015, KW began construction of a wind farm. The total fair cash value in both counties was $458,003,507. KW filed an appeal. KW sought to have Production Tax Credits, ("...
Madison Square Garden Entertainment Corporation, ("MSGE"), announced that it has "confidentially submitted an initial Form 10 Registration Statement with the S.E...
October 27, 2022 - Volume 16 Issue 204Print Report
A corporation became insolvent and all of its assets were sold in October 1970 under a foreclosure proceeding for the amount of the company's bonded debt. At that...
Petitioner, ("P"), licensed intellectual property to affiliates organized under the law of foreign countries in exchange for royalty payments. P deducted royalty paym...
BC has been a certified mutual insurance company...engaged in the business of issuing accident and health insurance plans. As such, BC is subject to and pays the Premium Tax. L...
October 26, 2022 - The Deal Survey: October 2022Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
October 26, 2022 - Volume 16 Issue 203Print Report
In 2001, MK and his brother bought a home in Minnesota for $141,000. In 2004, MK's brother transferred his interest in the home to MK. In 2006, MK decided to refi...
Plaintiff, ("P"), owns rental properties in H. On or before April 15, 2016, the assessor provided P with forms on which to disclose P's income and operating expen...
October 25, 2022 - Volume 16 Issue 202Print Report
On April 1, 1986, the directors of C Corporation, (C), adopted a plan of complete liquidation to be effective on that date. Foundation, (F), was incorporated on April...
Appellants, ("APPs"),hired a professional accounting firm to file their 2016 tax returns. APPs reviewed the return prior to the extended due date and authorized...
P is a tax-exempt charitable organization for federal tax purposes that owns real property, (the "Property"). P provides "flexible financing" for the develo...
October 24, 2022 - Volume 16 Issue 201Print Report
Petitioner, (P), had its principal office at Philadelphia, PA,and engaged primarily in the operation of an aircraft design facility in the U.K. For fiscal year...
Petitioners are Delaware residents who seek an abatement of a penalty arising from petitioners' failure to pay the proper amount of estimated income taxes for 2019. For man...
Respondent issued petitioners a notice of deficiency for taxyear 2011 on July 7, 2016. Shortly thereafter, petitioners filed the petition with this court challenging resp...
Petitioner, ("P"), operates an employment screening business. P provides screening services for its clients including verification services and drug screening service...
October 21, 2022 - Volume 16 Issue 200Print Report
A corporation listed its capital stock on a registered stock exchange and appointed botha registrar and a transfer agent to whom fees were paid "to take ca...
Oakland County took title to plaintiffs' homes under the Michigan General Property Tax Act, (the "Act"), which prescribed the process for tax foreclosures. If tax...
As we previously reported, STORE Capital Corporation, ("STOR"), a real estate investment trust, ("REIT"), and GIC and Oak Street announced that they have en...
The family, led by HGH, (the "Founder"),which owns approximately 83 percent of the stock of Continental Resources, Inc. ("CLR"), has decided that it w...
Debtor, ("D"), filed a case under chapter 13 of the Bankruptcy Code on February 11, 2009. It was converted to a case under chapter 11 on March 2, 2010. On August 12,...
Taxpayers operated a full-service advertising agency in the State of Washington. Sales tax was collected from clients. However, Taxpayer remitted no retail sales tax to the Dep...
October 19, 2022 - Volume 16 Issue 198Print Report
Each of two trusts owned 250 shares of MS's outstanding stock. There were outstanding 76,543 shares of common stock of MS, of which some 97 percent were owned by HC and his...
Credit rating agencies perform services by assigning a rating to entities or debt obligations indicating the likelihood that debts will be repaid. Agencies may rate the creditw...
TP intends to elect to be taxed as a real estate investment trust, ("REIT"). TP owns and operates its properties through OP, a limited partnership. OP owns and leases...
It appears that the demise of special purpose acquisition companies, ("SPACs"), widely predicted in the popular press, has been greatly exaggerated. SPAC acquisitions...
October 18, 2022 - Volume 16 Issue 197Print Report
ITH owned all the stock of each of ITU and MAC. ITH, in turn, was owned by ITH SpA, an Italian clothing company based in Milan, Italy. ITH performed various services for ITU an...
Y is a Delaware corporation. Its principal place of business is Massachusetts. Y's mission is to "help companies sell smarter." During the audit period, Y offered...
Solvay Chemicals, Inc., ("S"),mines trona from an underground mine. Much of the trona is processed into soda ash. S sells the soda ash in two forms. The majorit...
October 17, 2022 - Volume 16 Issue 196Print Report
Y is described in Sec. 501(c)(3) of the Code. Y proposes to invest in funds that will be treated as partnerships. The main activity of these funds will consist of investing in...
C operated a petrochemical production facility. C's facility was designated as a Project as part of the Texas Enterprise Zone Program, ("Program"). C submitted an...
To engage B's wedding photography services, clients contracted for one of E's packages. Every package included the transfer of digital images via a DVD or flash drive....
US is a member of a consolidated group of affiliates owned by USB. US is subject to South Dakota's bank franchise tax, ( the "SD BFT"). The tax is applied to a fi...
It looks like FASB has decided to change the manner in which "crypto" assets are accounted for. Currently, these assets are treated as "indefinite lived intangibl...
Just days after rumors started circulating about a potential deal, The Kroger Co., ("KR"), and Albertsons Companies, Inc., ("AC") announced this morning tha...
October 14, 2022 - Volume 16 Issue 195Print Report
On November 3, 1956, B-W Corporation, (BW), filed a complaint against Corporation A, (A), alleging thatcertain inter-company correspondence between BW and A con...
Prior to June 5, 2019, section 40-26-1, Ala. Code 1975, provided: "There is levied and imposed...a privilege or license tax upon every person...engaging in the business of...
P served as the Director of African and Oceanic Art at Sotheby's from 2006-2015. In 2011, P decided to make a substantial contribution to the Minneapolis Institute of Art,...
October 13, 2022 - Volume 16 Issue 194Print Report
Each Fund, (F), is a widely-held foreign entity treated as an association and engaged in investment in stocks and securities in the United States. Each F trades its s...
Taxpayer is a "peer-to-peer" car sharing platform headquartered in California. Taxpayer operates a technology platform that enables vehicle owners, (the "hosts&q...
From 2008-2011 APP remained domiciled in Tennessee, ("T"). On November 1, 2012, C and EE entered into a Purchase Agreement for the sale of EE. C subsequently redeemed...
General Electric Company's plan to divide itself into three independent publicly traded companies is now coming into sharper focus. GE's filing of the Form 10 with resp...
October 12, 2022 - Volume 16 Issue 193Print Report
Petitioner, (P), is in the business of transporting crushed stone, brick, and sand for its parent, CII, which manufactures and sells crushed stone. P's activities which are...
In 1999, the North Carolina, ("NC") General Assembly enacted the Export Credit Statute granting cigarette manufacturers a tax credit based on the number of cigarettes...
FIS is a block of adjoining buildings in downtown Toledo, Ohio. Prior to the summer of 2016, Plaintiffs, ("Ps"), owned a number of the buildings in this row. In July...
TP is a multinational medical device and health care company that manufactures Product A. Product A is a device used by medical providers in diagnostic evaluation and monitorin...
Madison Square Garden Sports Corporation, ("MSGS"), the owner of the New York Knicks and New York Rangers, announced that its board of directors has declared a specia...
October 11, 2022 - Volume 16 Issue 192Print Report
X entered into a plan of reorganization with Y. Pursuant to the plan, X transferred all of its assets to Y in exchange for voting stock of Y and the assumption by Y o...
This court previously ruled that PepsiCo's decision to create PGM LLC to be the corporate home for its expatriates lacked economic substance and business purpose. Prior to...
The assessor mailed TP a request for income and expense information pursuant to N.J.S.A. 54:4-34, otherwise known as "Chapter 91," via certified mail on September 15,...
October 10, 2022 - Volume 16 Issue 191Print Report
C is a corporation engaged in an ongoing business. The stock of C consists of 135 shares of common stock, of which A and B, ahusband and wife, owned 117 shares....
On December 8, 2015, petitioner made a purchase from J. Petitioner describes the items purchased from J as "completed kitchen cabinetry." Petitioner sought aref...
CS has suffered from Stage IV pulmonary sarcoidosis since 2003. Consequentially, CS has been considered permanently disabled by the State of Ohio since 2006. On May 22, 2019, P...
In 2018, Petitioners purchased their home in Georgetown County. The Assessor denied Petitioners' request to be taxed at the four percent residential assessment rate for 202...
BBC was incorporated on October 21, 1946. During her life, the deceased maintained a running loan account with the corporation. The deceased and B, her husband, filed...
TP operates a members-only workspace where paying members utilize offices, desks, meeting rooms, and collaborative spaces. TP provides four levels of membership. Upon joining,...
As required by local law, petitioner, a developer, engaged the services of a company for the provision of "guard and protective services" at a building construction s...
During 2015-2017, petitioners, ("Ps"), were actively engaged in the farming business. In July 2015, Ps formed a charitable remainder annuity trust, ("CRAT I"...
In accordance with Sec. 6103(d) of the Internal Revenue Code, the Division of Taxation (the Division) received information from the I.R.S. that indicated that petitio...
Trust was created for the benefit of the child of "Settlors" under a trust agreement between Settlors and the Initial Trustee. The beneficiary of the Trust is... (the...
During 2017, petitioners were enrolled in health insurance provided by HMOL, which they purchased through the HIM. Petitioners' health insurance premium was $1,524 per mont...
CA, a Pennsylvania corporation, is a wholly-owned subsidiary of CB. CA owns all of the issued and outstanding stock of CC, a New York corporation. CC owns all of the...
TP sells cannabis. Audit determined that the $4.00 fee, (the "POB Fee"), should be includedin the retail selling price in transactions using TP's POBs...
Plaintiffs owned real property within Kent County. Defendants foreclosed on the real property pursuant to the General Property Tax Act, ("GPTA"), because of delinquen...
In 2018, G1 and G2, ("Grantors"), transferred property, ("Property"), to Grantee. Grantors explained that Grantors and Grantee owned six properties together...
In 1977, C was a wholly owned subsidiary of D. On December 13, 1977, D decided it would distributeC stock to all its shareholders as of that same date. No prior...
T transferred property to TP and in the process became its parent. The Department determined that the true value of the real property transferred was $550,000 and assessed real...
TP is in the business of creating software platforms. TP has subscriptions to certain data provided by third party vendors. TP's products are developed on computers. The so...
USP owns FC. In Year 1, USP transfers intangible property with an expected useful life of ten years to FC solely in exchange for stock in FC in a section 351 exchange to which...
Liberty Media Acquisition Corporation, ("LMAC"), a special purpose acquisition company, ("SPAC"), filed a preliminary proxy statement relating to a special...
In 2015, 2016, and 2017, PV owned a solar power facility whose output went only to municipal properties used for public purposes. During these tax years, the Legislature exempt...
In 2012, CJ was an 'S' corporation owned equally by C and J. In 2014, P was a partnership owned equally by L, C, DT and AT. In 2012, CJ owed $108,965 in property taxes...
Taxpayers, ("TPs"), filed their 2017 tax return on July 14, 2020, and they requested that their overpayment be carried forward. The request was denied. R.I. Gen. Laws...
MetroPCS, ("M"), was a cellular telephone service provider that offered a prepaid cellular telephone service to its customers. APP, an authorized M dealer, operated m...
September 29, 2022 - Volume 16 Issue 185Print Report
P has been engaged in the active conduct of two businesses, Business Q and Business R, throughout the past five years. For bona fide business reasons, P is required t...
Taxpayer, a restaurant and hotel located in Virginia, was audited for sales and use tax compliance. During the examination, the auditor concluded that Taxpayer's rental pay...
Taxpayer, ("TP"),was formed in Year 1. TP has periodically received determinations from the Internal Revenue Service that it is a voluntary employees' benef...
September 28, 2022 - Volume 16 Issue 184Print Report
Pursuant to a plan of reorganization, all of the stock of Y was acquired by X solely in exchange for voting stock of X. Because of the inability of the parties to agr...
Biohaven Pharmaceutical Holding Company, Ltd., ("BHNV"), announced that the closing date of the acquisition by Pfizer, Inc. of BHVN, ("the Merger"), is expec...
Plaintiff, ("P"), lives in Blue Bell, Pennsylvania, and is employed by A, a biotech company located in Cleveland, Ohio. Prior to the COVID-19 pandemic, P usually ...
Partners and Foreign Founders, all of whom are individuals, together own all of the interests in FP1 and FP2, each treated as a partnership. FP 2 owns certain interests in FP3....
A donor-advised fund, ("DAF"), is a charitable giving vehicle thatallows donors to take a present-year tax deduction, while distributing the funds to charity at...
September 27, 2022 - Volume 16 Issue 183Print Report
TP is domiciled in Tennessee. TP and her family are observant orthodox Jews. The community where TP lives is not large enough to sponsor a suitable religious high sch...
LC is a Delaware limited partnership with its principal location in Los Angeles. All of the partners were residents of California, Washington, and Alaska. R is a California gen...
For both rounds of Paycheck Protection Program, ("PPP"), loans, ("covered loans"), the lender may forgive, and the SBA may guarantee, the full principal amo...
Plaintiff is the owner of the property at 259 Fairview Avenue, Lawnside, New Jersey, (the "subject property"). Plaintiff was in active service with the United States...
September 23, 2022 - Volume 16 Issue 182Print Report
Petitioner, (P), is a Georgia limited partnership. The general partner of P is J, a Georgia general partnership. J has a three percent interest in P. On September 27,...
Books-A-Million, Inc., ("B"), is a retail bookstore operating thirteen locations throughout South Carolina. Customers of B can become members in the so-called "M...
Carfax, Inc., ("C"), is engaged in the business of selling Vehicle History Reports, ("VHRs"), to consumers and dealers. A VHR is a report generated for a sp...
September 22, 2022 - The Deal Survey: September 2022Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
September 22, 2022 - Volume 16 Issue 181Print Report
UST is a domestic corporation. UST is engaged in Business C with significant interests in the U.S., Europe, and Asia. UST has issued and outstanding shares of common stock, as...
K failed to report cash transfers from a former business partner. The I.R.S. concluded that the transfers should have been reported as taxable income. On August 6, 2012, the I....
Taxpayer supplies a device/durable good (an anesthesia machine) for all in the medical profession, including healthcare/hospitals and dental offices. This device can be used by...
A partnership liability can, under certain circumstances, be treated as a recourse liability with respect to a partner who has guaranteed said liability. The tantalizingq...
September 21, 2022 - Volume 16 Issue 180Print Report
In 1984, P, a resident of New York State, was a Jackpot Winner in the New York State Lotto Game. P was advised by a letter from the Director of the New York State Lottery: &quo...
AG was domiciled in New York State and City during 2014 and 2015. AG received a schedule K-1 as a partner of Hildene Holding Company, ("H")... The K-1 reported ordina...
On June 16, 2011, the Social Security Administration determined that APP was disabled. On March 28, 2005, FTB issued a a Notice of Proposed Assessment, ("NPA"), propo...
Petitioner, ("P"), filed a New York resident income tax return for 2007, dated March 10, 2010, reporting tax due in the amount of $19,414.00. P filed a New York resid...
ADT, Inc. is inviting its shareholders, including its controlling shareholder, Apollo Global Management, Inc., to tender shares of its common stock at a price of $9 per share....
September 20, 2022 - Volume 16 Issue 179Print Report
PR, a C corporation, acquired S3 in Year 1 when the latter's assets were valued at "$c". When S3 was acquired, P became the new holding company, and S3...
In 2013, 2015, and 2016, H was employed as a sales agent for A, a manufacturer of audio recording equipment and software. In 2017, H was employed as a sales agent for U, a manu...
Plaintiffs, ("Ps"), purchased a commercial property in Klamath Falls, Oregonin April 2018. Ps intended to renovate the property and then rent the space to fledg...
September 19, 2022 - Volume 16 Issue 178Print Report
On three separate dates in May, 2004, Mr. Charles DeMuth (CD) sold a total of 110,000 shares of stock ofHudson City Bancorp (HCB) which resulted in a net gain o...
WPX produced natural gas from wells in the Powder River Basin. To transport this gas, WPX's affiliate, M, entered into long-term, firm transportation service agreements wit...
Plaintiff, ("P"), is a non-resident of Oregon. She neither earned wages subject to Oregon withholding nor had any business or trade connected with Oregon. In 2019, P...
Section 202(a) of the Tax Code, 72 P.S. section 7202(a), imposes a six percent tax "upon each separate sale at retail of tangible personal property or services." Purs...
September 16, 2022 - Volume 16 Issue 177Print Report
Rev. Rul. 107, C.B. 1953-1, 178, holds that fraud penalties recommended against a corporation should not be allowed as liabilities for the purpose of determining the amount of...
On July 28, 2008, H won a bid and purchased a leasehold interest in certain property, (the "R sublease"), for $6,330,350. H anticipated that the R sublease would enti...
Plaintiffs, ("Ps"), made 18 estimated payments during the relevant tax years totaling $875,000. Despite making substantial estimated payments during those years, Ps d...
In the past, a taxpayer was permitted to treat research or experimental expenditures...as expenses "which are not chargeable to capital account." The expense...
September 15, 2022 - Volume 16 Issue 176Print Report
TP is a partnership for tax purposes. TP owns 100 percent of the membership interests of CA, a disregarded single member limited liability company. CA owned 100 percent of the...
The parties agreed Plaintiff, ("P"), had a $7,466,599 deficiency for the 2012 tax year, but no deficiencies for years 2010, 2011, and 2013. The parties entered into a...
Taxpayer is the common parent of an affiliated group of corporations that files consolidated federal income tax returns, (the "Taxpayer Group"). Taxpayer has represen...
September 14, 2022 - Volume 16 Issue 175Print Report
X has two classes of stock outstanding: voting common stock and nonvoting common stock. The nonvoting common stock is held by A, B, C, siblings, and by D, an unrelated individu...
W owns a parcel of real estate in PC. The assessor changed the valuation of the property for the 2018 tax year and again for the 2019 tax year, and sent W a notice of the valua...
BPM is a law firm. The present appeal revolves around the apportionment of revenues that BPM received from insurance companies for providing two distinct services: (1) client a...
The Inflation Reduction Act, (the "Act"), recently signed into law by President Biden, introduces into the tax law an excise tax imposed on the act, by a covered corp...
September 13, 2022 - Volume 16 Issue 174Print Report
TP worked full-time as a high school teacher. TP's uncle told him that one Johnson (J) had an agreement to lease vehicles to the federal government, but that J needed inves...
A developer, ("PU"), buys commercial property located in New York City, (the "Property"), for a total purchase price of $100 million, (the "Total Consi...
D is a closely-held corporation that operates Business A. D has made an election to be treated as an 'S' corporation. D has a single class of common stock outstanding....
September 12, 2022 - Volume 16 Issue 173Print Report
During the years 1931-1966, an individual wrote and had published 28 books for which he has receivedroyalties. The term, self-employment income, means the "...
New York City property records show that cooperative apartment units were purchased from separate sellers by Taxpayer. Taxpayer states that the two units were physically combin...
P has over 30 years of experience working for, or being associated with, non-profit organizations. P served as the executive director of CHJ. CHJ provided educational services...
On August 31, 2006, B organized WTS, a limited liability company, in order to purchase and operate a parcel of commercial real property, (the "Rp"). D purchased an in...
Taxpayers own and operate a shrimp boat in the Gulf of Mexico. Taxpayers were residents of Florida. The percentage of shrimp caught by Taxpayer which were sold in Alabama over...
After his employment was terminated in 2015, S purchased "COBRA" continuation health insurance coverage through his former employer. Ps maintained their COBRA coverag...
In 2019, the Commissioner of Internal Revenue determined that M had under-reported her Social Security income on her 2016 Federal income tax return. The Commissioner issued her...
Constellation Brands, ("STZ" or the "Company"), has two classes of common stock outstanding, Class A common stock and Class B common stock. The classes are...
September 8, 2022 - Volume 16 Issue 171Print Report
FP operates Global Business, which includes Business X and Business Y. FP owns all of the stock of D, a domestic corporation incorporated in State A that was formed o...
P was offered a position in Iraq with T. That employment lasted from May 23, 2014, until August 21, 2015, when he left Iraq to begin working in Egypt. While P was in Iraq, his...
In 2015, Burbank was a limited partnership existing for the purpose of owning and operating a single hotel property, (the "Hotel"). K was a limited partner in Burbank...
September 7, 2022 - Volume 16 Issue 170Print Report
M files its income tax return on the basis of a calendar year. On July 1, 1973, M redeemed for cash 25 percent of its outstanding common stock in a transaction that q...
P worked for PFIas a sales representative. P was hospitalized for acute gastrointestinal bleeding, ("AGB"), and a resulting heart attack. P's AGB was unrela...
APP is a medical corporation... One of the products APP sells is a hydro coil system used for embolization. A catheter with a metallic occludingcoil is inserted into an a...
L is a Vermont corporation that is a wholly-owned subsidiary of Macy's Inc., ("M"). L is a "captive" insurance company and provides insurance for M'...
Respondent determined a deficiency in P's federal income tax and an accuracy-related penalty for 2016. On June 6, 2012, P purchased a home in Southampton, New York. P title...
Plaintiff, ("P"), was married to G from 2011 until his death on May 15, 2021. G participated in W's 401(k) retirement plan. P was the sole beneficiary of G's...
Property taxes are based on the assessed value of property as determined by county assessors. See RCW 84.40.030. Property owners may challenge assessors' determinations in...
September 6, 2022 - Volume 16 Issue 169Print Report
Petitioner, (P), was a resident of Colorado in 2005. He filed a New York State nonresident and part-year resident personal income tax return claiming a long-term capi...
Texas imposes a franchise tax on businesses based or operating in the state. Franchise tax liability is calculated by multiplying a business's "taxable margin" by...
In 2017, G was convicted of Conspiracy to Commit Wire Fraud and Conspiracy to Commit Securities Fraud. At the time G so conspired, he was a partner at K and served as R's o...
Between 2008 and 2009, W defended itself in Hatch-Waxman, ("HW"), litigation involving seven different Abbreviated New Drug Applications, ("ANDA"), with Par...
September 2, 2022 - Volume 16 Issue 168Print Report
The corporation in questionhas a policy of appointingindividuals who have served as members of its board ofdirectors for a period of 20 years to the...
Warrior Technologies Acquisition Company, ("WARR"), a special purpose acquisition company, ("SPAC"), that was unable to accomplish its mission, i.e., to com...
September 1, 2022 - Volume 16 Issue 167Print Report
AG manufactures and sells cement. Before December 31, 2000, V owned approximately 2/3 of the outstanding AG stock. V also owned LRC, a ready-mix cement company. V was...
Taxpayer, ("TP"), was a non-resident of Virginia, ("V"), who had an ownership interest in an 'S' corporation that had V taxable income during the 20...
TP is engaged in the private practice of law. In addition to incomederived from his practice, TP receives income as trustee of 12 separate trusts that he admini...
P was an employee of the State of New York and was a member of the State's pension plan. In 2015, at the age of 42,she borrowed from her pension account. She did not...
Taxpayer, ("TP"), operates a fitness facility, (the "gym"). TP offers access to the gym to customers in exchange for a membership fee. Members also have acc...
Plaintiffs own common shares in Capstead Mortgage Corporation (CMC), a REIT. Pursuant to a resolution adopted by its board of directors, CMC paida cash distribu...
Plaintiff, ("P"), sells and leases the container-recycling machines commonly found in grocery stores and also sells repair parts for those machines. These machines ac...
Taxpayer conducts operations within the United States through its U.S. Branch, (the "U.S. Branch"). For federal income tax purposes, the Taxpayer reports the activity...
N owned and operated news and entertainment television networks. N's news and entertainment network consisted of N's owned and affiliated television stations, as well a...
A is the common parent of an affiliated group of corporations filing a consolidated return. B, C, and D were the other members of the affiliated group. On Date 2, A a...
N is the parent entity of the U.S. group. Alaska, ("AS"), law requires corporations doing business in ASto file corporate income tax returns and to pay tax on i...
On June 3, 2019, GUE Liquidation Companies, Inc. and certain affiliated entities, (the "Debtors"), filed voluntary petitions under chapter 11 of the Bankruptcy Code....
JetBlue Airways, Corporation, ("JBLU"), and Spirit Airlines, Inc., ("SAVE"), have entered into a definitive merger agreement pursuant to which JBLU has agre...
Petitioner (P) is a corporation that charters vessels to its clients for parties and fishing expeditions. Usually, P's vessels depart from Port Jefferson, NY. How...
By judgment dated June 4, 2021 (and mailed June 9, 2021), the Board issued a judgment affirming the assessment of $835,000 imposed on the Subject for tax year 2021. The deadlin...
M filed for Chapter 7 bankruptcy on July 16, 2021. He listed among his property a home, (the "Property"), which he and wife own together as "tenants by the entir...
August 23, 2022 - The Deal Survey: August 2022Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
In 1947, DP struck up a friendship with JK. In 1955, DP became a director of U, an insurance company, at the request of JK and "out of friendship for him." JK was the...
AMMO, Inc., the owner of GunBroker.com, the largest online marketplace serving the firearms and shooting sports industries, and a leading vertically integrated producer, design...
In addition to selling manufactured homes to tenants, Taxpayer also provided additions such as steps, carports, skirting, sun rooms, sheds, garages, driveways, and parking pads...
In 1985, TP, a corporation, borrowed "$x" from financial institutions. The loans are not subordinated and are not convertible into stock of TP. Of the "$x,"...
Taxpayer, a Virginia business entity, provides temporary office space, shared workspace, meeting rooms, business address and mailbox services, and live phone answering services...
The Hospital employed the Residents enrolled in ACGMEat a medical college known as the Hospital's Weill Cornell Campus. In August 2013, two groups of Residents filed...
K was born and grew up in Buffalo, New York. After completing college, K moved to Greece. K and her father went to Zurich and opened two accounts with UBS. K's name is on b...
JetBlue Airways Corporation, ("JBLU"), as everyone is now aware, has entered into a definitive agreement pursuant to which JBLU, assuming it secures the necessary reg...
JM, the mother of KM, purchased the K property on May 1, 2007. She has permitted KM and his wife, MM, to live in the home located on the property rent-free since shortly after...
BCBSAis a national association of 35 independently owned and locally operated Blue Cross Blue Shield, ("BCBS"), companies, which collectively provide health ins...
TP, a Delaware limited partnership, was the owner of a residential condominium unit, ("Apartment Unit"), in Manhattan. TP was also the owner of two "Studio Units...
Petitioner, (L),is a grandson of MBL who died in 1931, leaving as her heirs four surviving children and L and his brother who were sons of a deceased daughter o...
In 2014 or 2015, S and her husband renovated a structure on the same property as S's legal residence, expanding it from a 400-square foot structure to a structure comprisin...
Taxpayer operates a dental practice specializing in dental implants. As a result of an audit, Taxpayer was assessed consumer use tax due to the purchase of prosthetic devices a...
TP disputes the assessment of sales tax. In Utah, sales tax is imposed on certain transactions including "retail sales of tangible personal property made within the state....
A limited liability company, (the "Sponsor"), owns a residential condominium building, (the "Building"). The Sponsor is owned by four members, (the "Me...
SS's equipment, (the "Equipment"), is located on property owned by CU. SS and CU entered into an agreement which gave CU the option to purchase the Equipment... T...
On February 14, 2020, TP, an individual, purchased a motor vehicle. The invoice lists TP as the buyer. TP registered the vehicle in his personal name with the Department. At th...
Acquiring Corporation (AC) has only a single class of voting common stock outstanding. That stock iswidely-held and publicly-traded.For the purpose of fac...
Alaska Airlines, Inc., ("A") was an airline that provided air transportation services to passengers to more than 100 cities... Horizon Air Industries, Inc., ("H&...
In Matter of Goldman Sachs PetershillFund Offshore Holdings (Delaware) Corporation, TAT(E) 16-9 (GC), New York City Tax Appeals Tribunal, (March 12, 20...
The petitioner, a corporation, sold, on December 15, 1941, 20 shares of BMC to HWH for $1,000. Its basis in the stock was $2,000. It sold on the same day 250 shares o...
Never a dull moment when it comes to the machinations of AMC Entertainment Holdings, Inc., ("AMC"). On August 4, 2022, the company announced that its Board of Directo...
In 2004, Congress created a refined-coal tax credit. AJG formed a new subsidiary, C. C's business model made economic sense only by accounting for the tax credit.&...
In ILM 202224010, February 24, 2022, the "Agreement" provided for TP's acquisition of T. TP and T later decidedto terminate the Agreement; and TP paid to T...
Holisto Ltd., an Israeli corporation,has decided to engage in a business combination with a special purpose acquisition company, (a "SPAC"), by the name of Mori...
Utah taxable income means apportioned income plus non-business income allocable to Utah net of related expenses. Business income means income arising from transaction...
A and E married in 1984. On February 4, 2008, A and E entered into a Marital Termination Agreement, ("MTA"). Two weeks later, the court entered its Judgment and Decre...
X, a dealer in municipal bonds, purchased certain municipal bonds on September 1, 1972. On September 15, 1972, X agreed to sell the bonds, and delivered a written con...
The Qatari agreements grant Exxon, ("E"), rights to explore the North Field. In exchange for mineral rights, E must extract gas and pay Qatar, ("Q"), royalt...
A prime example of the dominance of the "aggregate" (as opposed to the "entity") theory of partnership taxation is the election afforded partnerships by sec...
The American Rescue Plan Act of 2021, Pub. L. No. 117-2, ("ARPA"), which was enacted in March 2021, appropriates over $200 billion to states, territories, and tribal...
In January 1976, X acquired substantially all of the assets of Y, subject to its liabilities, in exchange for 150 shares of X voting common stock in a transaction tha...
The principal issue in this appeal is whether wind turbines used for the generation of electricity, and their associated equipment, are properly classified as real property pur...
C, a remote seller of shoes, clothing, and accessories via the internet, does not have employees or representatives that travel within the Commonwealth, nor does C own or lease...
E is a freight broker; it contracts with motor carriers and customers "to facilitate and coordinate the transportation of goods" nationally. The Department of Revenue...
Company, (C), is a State X corporation whose stock is widely-held and publicly traded. A, B, and C (the Executives) are executives of C. C signed employment agreement...
J contests M's assessment of a non-residential development fee against the Subject Property. The statute imposes "a fee...on all construction resulting in non-resident...
Unity Software, Inc., ("U"), and ironSource Ltd., ("IS"), a corporation organized under the laws of Israel,are planning a business combination in conn...
Utah Code Ann. section 59-2-103 provides for the assessment of property as follows: "All tangible property...shall be assessed and taxed at a uniform and equal rate on the...
H.R. 5376, the so-called "Inflation Reduction Act of 2022," contains two new tax initiatives, each of which promises to have importantimplications for investors...
In 1976, unimproved land with a basis of $60x that was held for investment by the taxpayer, an individual, was condemned, and $300x was paid to the taxpayer by the co...
Taxpayer, ("TP"), offers a payment card management program, ("PCMP"). The PCMPoffers customers the ability to manage and customize debit and prepaid c...
Parent acquired Sub 1, a non-life insurance company, on Date 4. On Date 5, Parent timely filed an initial consolidated return for the taxable year ending Date 3. Parent filed t...
BP was a Virginia limited liability company whose sole member was DR. BP owned coal and fuel oil situated in the town of Somerset, ("T"), that was used in connection...
PTI filed a 2012 tax return in Ireland and reported the $658 million in interest that PTIreceived from Pfizer, Inc., ("TP"), as income on that return. TP acknow...
M is a Mississippi corporation with operations in several states, including Missouri (MO). In 1988, M established a deferred compensation plan (the Plan) for a group...
G is a fleet management company that leases fleets of vehicles to businesses. G entered into lease agreements for motor vehicles ("Leased Vehicles") to businesses in...
On February 23, 1988, the California Franchise Tax Board (FTB) sent B a notice of proposed tax assessment for the tax years 1983 and 1984. In response, B's attorn...
In 2005, HNT purchased three contiguous parcels of real property. Property tax payments on all three parcels became delinquent. Lien holders, ("Ls"), each purchased a...
Distributing is an 'S' corporation. Distributing manages and operates a single business, Business A. Distributing has one class of common voting stock. Sibling A is a t...
In Date A, TP's wholly-owned subsidiary, NS, acquired assets of OP, consisting of the stock of its wholly-owned subsidiary, OS, and other assets. In order to rais...
This appeal involves the classification for tax purposes of various equipment associated with grain storage bins. The equipment was bolted to the storage bins. The district cou...
Over the past few years, we have witnessed numerous "roll-ups" of MLPs. In a roll-up, the general partner/sponsor acquires the publicly held partnership units and, in...
The Commissioner issued a use tax assessment against BG relatedto the title transfer of nine vehicles in 2010. The Commissioner assessed AM a total tax due of $305,109.47...
In 1958, GC transferred 66 shares of C&R to R for $19,800. He reported a long-term capital gain on this sale. The I.R.S. was of the view that the proceeds should...
MasTec, Inc., ("MTZ"), and Infrastructure and Energy Alternatives, Inc.,("IEA"), announced that they have entered into a definitive agreement under wh...
Whiting Petroleum Corporation, ("WLL"), and Oasis Petroleum, Inc., each a domestic oil and gas exploration and production company,("OAS"), recently an...
Appellant (AP) and her husband filed a timely California tax return for 2008. The couple reported taxable income of $81,953 and tax of $2,359. Later, the Franchise Ta...
In their 2018 state and federal tax return, filed on March 31, 2020, the Ws elected to apply their tax refunds to the subsequent tax year's return. They made the same elect...
TP, through multiple grantor trusts, wholly owns C, an 'S' corporation. C owned multiple entities, the activities of which are treated as separate un-grouped activities...
X has outstanding 420 shares of voting common stock of which A owned 120 shares and B, C, and D each owned 100 shares. X adopted a plan of recapitalization that permitted a sha...
To everyone's surprise, it appears that the odds of tax legislation in this session of Congress has increased substantially now that Senator Manchin (D. W.Va.) has agreed t...
B held two bank accounts with UBS. He disclosed neither to the Federal Government until 2008, despite his accountant telling him he was breaking the law by failing to note a fo...
TP, commercially domiciled in City, is a subsidiary of C1 in Country 1. TP has Illinois, ("I"), nexus. TP acquired a minority and limited partner interest in a partne...
During the years 1950-1952, N was the parent of an affiliated group. The group included N's three wholly-owned subsidiaries, a 99.24 percent controlled subsidiary, RE, and...
G is a Delaware statutory trust that transacts business in Nebraska, ("N"). It purchases motor vehicles and then leases them to customers in N. As a lessor, G elected...
On February 24, 2022, D, ("D"), filed a Chapter 7 bankruptcy petition. After the petition date, D received an income tax refund of $5,536 for the 2021 tax year. On hi...
Taxpayer's appeal involves final assessments of 2007 though 2013 Alabama individual income tax that were entered by the Alabama Department of Revenue, (the "Department...
Plaintiff, ("P"), alleges she filed her 2012, 2013, and 2014 tax returns late on April 12, 2019, because she suffered mental and physical impairments from an abusive...
Jefferies Financial Group, Inc., ("JEF"), as it periodically does, announced that it has adopted a plan to restructure its businesses. The most recent announcement is...
Petitioner's (P) husband, R, owned a home before he and P married. R passed away in August 2011. His will provided P with a life estate in the home, and provided his...
1. Non-resident partner A owns a 49 percent interest in ABC Partnership, ("ABC"). ABC's business is carried on wholly within California. ABC's assets include...
A and C divorced in 2012. On July 25, 2012, the L.A. Superior Court entered a judgment of dissolution that stated: Neither party shall pay child support; Neither party shall pa...
GLF is a non-profit corporation offering various cultural as well as educational services. In 2013, GLF acquired a property in Queens, (the "Property"), and received...
Mr. Henry C. Bickmeyer, (HB), died on November 15, 1973. At the time of his death, HB owned 489 shares of HBC, Inc., (HBC), and 2,500 shares of HBL, Inc., (HBL)....
Appellants, ("APPs"), owned LLC which purchased commercial propertyAKB. APPs reported a gain of $7,524,139 from their sale of AKB. On March 8, 2008, APPs began...
Taxpayer operates a manufacturing facility located in Washington. The Department of Revenue's Audit Division identified additional business and occupation, ("B&O&q...
On December 3, 1984, Mr. A, an individual, sold 100 shares of stock of X corporation (X) and realized a loss with respect to the shares. On December 4, 1984, A sold a...
Petitioner is a New York corporation that performs general contracting and concrete placement work for construction projects. Petitioner filed applications for a refund of sale...
Dr. F is a licensed attorney and a neurosurgeon who contributed to the development of Diffusion Tensor Imaging, ("DTI"), a magnetic resonance imaging technique that a...
In 1998, Congress enacted the Internet Tax Freedom Act, ("ITFA"). The statute places a moratorium on state and local taxes on internet access services. ITFAinit...
July 21, 2022 - The Deal Survey: July 2022Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
S, a financial services corporation, created an investment trust funded with a fixed portfolio that included a certain issue of tax-exempt debt obligations. The oblig...
C joined UBS in 1996. In 1998, he moved to Connecticut, ("CT"), and moved his office from New York City to Stamford, CT. Gradually, however, his time spent performing...
FASB points out, in Accounting Standards Update, ("ASU")No. 2022-03, June 2022, "Fair Value Measurement of Equity Securities Subject to Contractual Sale Re...
CZ was the president of FMC. FMC originated and acquired residential mortgages. FMC pooled the mortgages into mortgage backed securities, which were guaranteed by the GNMA and...
WPG is a real estate investment trust. This dispute concerns WPG's subsidiary, WPGN. Anoka County, ("AC"), assesses ad valorem taxes on January 2 each year. The t...
P has owned all the stock of S for more than five years. Each has been engaged in the active conduct of a trade or business for more than five years. As a result of a...
Nomad Royalty Co. Ltd., ("NSR"), and Sandstorm Gold Ltd., ("SAND"), each a corporation organized under the laws of Canada, have entered into an "Arrang...
At issue is whether APP qualifies for the homestead property tax relief program offered pursuant to N.C. Gen. Stat. section 105-277.1. He does not. The County denied APP's...
The National Education Association, (N), and its affiliates are exempt from tax under Sec. 501(a) as Sec. 501(c)(5) labor organizations. Each N member paid dues of $1...
Decedent, ("D"), was domiciled in Pennsylvania, ("PA"), when he died testate on September 11, 2015. In January 2007, D executed a Power of Attorney, ("...
In acquisitions in the biotechnology field, it is sometimes difficult to place a value on a target's nascent technology. Manythings have to fall in place, both from a...
Section 1059(a) of the Internal Revenue Code provides that "if any corporation receives any extraordinary dividend with respect to any share of stock and such corporation...
On October 1, 2020, the Board issued a final assessment appraising the fair market value of the property for ad valorem tax purposes. On October 16, 2020, A filed a notice of a...
TP purchased a gas station for $1,520,000. On the following day, TP sold the gas station to BL for $2,015,200. BL entered into a Lease with TP on the very same day and leased t...
At issue is whether APP qualifies for the homestead property tax relief program offered pursuant to N.C. Gen. Stat. section 105-277.1. APP filed an application to participate i...
For assessment year 2010, for taxes payable in 2011, the Owner applied for a senior citizen property tax exemption under RCW 84.36.379. The Assessor denied the exempt...
Plan A, a multi-employerdefined benefit pension plan, is an eligible multi-employer plan under section 432(k)(3) of the Code. Plan A applies to the PBGCfor special...
Petitioner, (P), was formed by a merger on October 31, 1945 of two other corporations, BLS and BNIC. BLS had three wholly-owned subsidiaries with which it filed conso...
APPs timely filed a 2017 California income tax return, indicating that rental property destroyed by fire would be replaced with similar property under section 1033 of the Inter...
In 2018, Defendant was sentenced to a term of imprisonment and supervised release and was ordered to pay restitution in the amount of $185,181.43. On March 18, 2022, the United...
Unity Software, Inc., ("U"), and ironSource Ltd., ("IS"), a corporation organized and existing under the laws of Israel,announced that they have enter...
X owned 40 percent of the stock of Z. Y owned 60 percent of the stock of Z. All of the stock of each of X and Y was owned by Mr. A. Each corporation had been engaged...
Y has asked about the priority of the federal tax lien, (the "FTL"), in a situation where the taxpayer was ordered to pay monthly alimony payments to his ex-wife as a...
In 1999, P was employed as the president of N. N was a subsidiary of T. T maintained an ESOP. As of 2004, P owned 4,586 shares of stock in the ESOP. He also enjoyed benefits un...
Ethel Merman (EM)is a well-known entertainer. She has been in "show business" since 1930, performing mainly in the theater on Broadway. In March 1953,...
APP was a non-resident of California. APP contracted with the CHRBto serve as a HorseRacing Steward in California. Under her contract, APP judged horse races in Cal...
Applicant is a ticket broker located outside Missouri. Applicant acquires and sells tickets to events located within and outside of Missouri. Applicant is unaffiliated with the...
In 1995, the Michigan Legislature the MEGA Act, creating MEGA within the Michigan Strategic Fund, ("MSF"). Pursuant to the Act, refundable tax credits were awarded to...
AC and LC were married in December 1959. Originally, for the taxable year 1959, they each filed a separate tax return. AC reported adjusted gross income of $8,044.19...
P operates a cardboard manufacturing business which produces shipping containers and displays for sale to its clients. When ready to leave the manufacturing facility, the boxes...
Taxpayer, ("TP"), is a real estate investment trust, (a "REIT"). TP holds interests in age-restricted senior residential facilities, (the "Facilities&q...
On January 26, 2016, N submitted a tax refund claim to S and NN (collectively, the "Collector"). The claim alleged an overpayment of sales and use tax. By letter date...
In 2017, F and T were non-resident partners of AristeiaHoldings, LP, ("AR"). In 2017, AR recognized non-qualified deferred compensation in the amount of $126,20...
G purchased at a premium a number of taxable municipal bonds issued by Michigan and Texas that he held in his brokerage account at UBS. His relationship with UBS was governed b...
Petitioners, ("Ps"), are engaged in the business of manufacturing cigarettes. Ps are parties to a Master Settlement Agreement, ("MSA"). The MSA requires the...
Healthcare Trust of America, Inc., ("HTA"), announced that its Board of Directors has established the last business day prior to the closing date of the merger with H...
The husband and wife filed a joint return. The entire amount of the tax liability was paid by the wife. Subsequently, it was determinedthat there was an overpay...
The taxpayer, ("TP"),is a retired Federal government employee. Under the Federal Employees Retirement System, ("FERS"), retired Federal government emp...
In 2012, the Commissioner notified I that he had deficiencies for the 2009 and 2010 tax years. I petitioned the Tax Court. He argued that he was entitled to a deduction of $338...
During 1990, petitioner (a Mexican corporation) rented a fleet of trucks and trailers to another Mexican corporation, H. H did not pay rent for the use of theeq...
Applicant has a bakery and freezing operation that produces dough which is then sold to its stores. Applicant combines the raw materials necessary to make the dough. The questi...
S filed a petition under Chapter 13 of the Bankruptcy Code on August 17, 2021. On September 15, 2021, the I.R.S. filed a proof of claim. S's objection to the claim asserts...
Applicant, ("APP"),is a section 501(c)(3) charitable and educational organization whose exclusive purpose is horticultural education to support and to supplemen...
In 2014, the Family Trust, ("FT"), and the Evan Trust, ("ET"), each an electing small business trust within the meaning of section 1361(e) of the Code, were...
X purchased for cash, payable in installments, all the outstandingshares of stock of Y. The shares consisted of Class A common stock and Class B common stock. T...
Plaintiff, ("P"), is a 'C' corporation. During 2016 and 2017, P wholly owned two subsidiaries, (the "subsidiaries"). The subsidiaries are each limit...
In or around November 2016, P acquired business assets from A. A form AU 196.10 was not filed at any time. P operated an automotive repair shop at a Queens County location. Pri...
A is a publicly-held corporation. A is the common parent of an affiliated group of corporations filing a consolidated income tax return. B is a wholly-owned subsidiar...
Petitioners, ("Ps"), each had properties located in New York City during 2014 through 2016. Ps are all related entities owned by Brookfield Properties, Inc. Ps purcha...
During 2012, H was the sole shareholder of an 'S' corporation, EMJ, which was a 50 percent member of LEP. LEP was classified as a partnership for tax purposes. SDM ...
In April 2016, a notice of deficiency was issued to petitioners, ("Ps"), from the Department of Taxation and Finance, (the "Department"). Ps were domiciled...
In 1968, Corporation, (C), had 20,000 shares of common stock outstanding of which 15,000 shares were held by B and 5,000 shares were held by A. On February 20, 1968,...
The question presented for considerationis whether Company's sales of water are tangible personal property subject to Colorado sales tax. Company is engaged in the bu...
TP operates a business where children can drive miniature vehicles along an indoor track. TP leases certain of its business equipment, including its "COAMs," from ano...
Respondent issued a notice of deficiency to P. P retired from the U.S. Army in 2008 and thereafter purchased a home in Georgia. P's daughter lived with him in the home and...
TF sells telecommunications services. TF did not own or operate its own telecommunications facilities but instead purchased the services from other licensed wireless network op...
A was incorporated in Delaware on January 29, 2004. A borrowed funds to purchase real property, (the "Q property"). H paid the "earnest money deposit" of $4...
The FDA recently reached a controversial decision and issued an accompanying order in which it determined that JUUL Labs, Inc. would no longer be permitted to marketits p...
X is a limited partnership. X intends to become a publicly traded partnership by effecting an initial public offering of units. X expects to earn income primarily by assessing...
Medicare, ("M"), provides health insurance coverage for those who are 65 years of age or over, or are disabled. In 1972, Congress extended M coverage to individuals w...
On July 6, 2020, the City adopted Ordinance 126108 imposing a "payroll expense tax" on certain entities engaging in business in Seattle. The City delayed the date of...
X had outstanding voting stock all of which was held by A, B, C, D, and Trust. A and B were husband and wife. C was their son, and D, their daughter. Trust was a trust establis...
Frontier Group Holdings, Inc., ("ULCC"), and Spirit Airlines, Inc., ("SAVE"), are attempting to push their merger to the finish line, in the face of strong...
The Authority is a municipal utility responsible for supplying potable water to Atlantic City. The Authority owns various parcels of land in the Municipalities. Those lands are...
Taxpayer operates a railroad within Washington. Taxpayer charges its customers for tickets to go on short train trips and special events, and also sells snacks and drinks. Taxp...
H does business as Blue Cross Blue Shield, ("BC"). Texas approved BC to sell stop-loss policies to employers who self-fund their employees' health insurance. BC r...
During each year in issue, MR was employed as a stationary engineer; MRS was employed as a nurse in a clinic operated by K. K's dress code required that MRS be dressed in &...
T is a State A corporation that is a holding company. T has one class of outstanding stock. T owns "a%" of the outstanding stock of ACQ. The ACQ stock is T's prin...
J is a non-profit corporation and open-enrollment public charter school. On November 13, 2018, J entered a "Build to Suit Lease and Option" to lease property for a ca...
Oasis Petroleum, Inc., ("OAS"), announced that its Board of Directors has...declared a "special dividend" of $15.00 per share. The dividend is being declare...
D operates a car dealership in M. In 2007, D entered into a 20-year net lease with O of a parcel of real property located in M. The lease obligates D to pay "all...real es...
June 23, 2022 - The Deal Survey: June 2022Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
MLZ died on April 24, 2008. She left her entire estate to her two sons, EZ and AZ, "to be divided equally, share and share alike." Her estate included a home (the Pro...
In 2017, a Washington Limited Partnership...transferred a controlling interest in...LLC ("Taxpayer") to Transferee. Taxpayer filed a Real Estate Excise Tax(&quo...
In 2013, P formed V, of which he was the sole member. P and the engineers he hired completed V's core functionality in March 2015, and worked to resolve software "bugs...
Pursuant to a stock purchase agreement (SPA) executed on Date 1, PU agreed to acquire 100 percent of the sole class of outstanding stock of T from its shareholders (Ss) over th...
In March 2012, T's predecessor obtained a judgment against G and his wife. After G failed to satisfy the judgment, T issued an I.R.S. Form 1099-C to G for the 2018 tax year...
In 2007, Ps executed a credit agreement with HTB,consisting of a promissory note and mortgage secured by their principal residence, with respect to a line of credit up to...
C seeks to recover a locally imposed resort-area gross receipts excise tax which PIB originally enacted in 1995. PIBenacted its resort-area tax in 1995 by passing Ordinan...
P is a domestic corporation. P has issued and outstanding a single class of common stock of which 42.77 percent is held by A, 42.77 percent is held by B, and 14.46 pe...
H was born in Iran. Prior to the revolution, H inherited one-fourth ownership of a family property, (the "Property"). APPs received a Notice of Confiscation from the...
The dispute concerns the applicability of local sales or lease tax on certain property, (the "Property"), that TP leased to FF. A lease or rental is the leasing or re...
M was organized in 1967 to engage in the business of selling and distributing certain products. All of its common stock was owned by A. M intermittently engaged in th...
Petitioner, ("P") is in the business of design, installation, repair and maintenance, and the sale and lease of car lifts. The Division of Taxation, (the "Divisi...
Petitioner, ("P"), is a Florida corporation. P is in the business of selling travel services utilizing Independent Travel Consultants, ("ITCs"), nationwide,...
R is a limited liability company solely owned by K. R is the holding company for all the rights, transactions, and income related to K's literary works. R has entered into...
States and localities are by no means obligated to acknowledge, embrace or otherwise adhere to the federal income tax treatment of a transaction. Accordingly, a transaction tha...
X and Y are wholly-owned subsidiaries of P and M and R are wholly-owned subsidiaries of X, all of which qualify as members of an affiliated group, as that term is def...
LS works for Southwest Airlines, ("SA"), as a "ramp supervisor." Her work frequently requires her to load and unload baggage, airmail, and commercial cargo...
P is a Michigan resident. For many years, P enjoyed a principal residence exemption, ("PRE"), on his Michigan residence. In late 2016, P purchased a second home in Ar...
Constellation Brands, Inc., ("STZ"), has long had a high vote/low vote common stock structure. The Sands family, (the "Family"), collectively holds over 98...
TP is a fuel producing companywith an oil refinery in State A. TP's sales office is located in State B, with the company headquarters in State C. For a numb...
It is well-settled that real property is presumed taxable, and exemption statutes are strictly construed. See Anderson/Maltbie Partnership v. Levin, 127 Ohio...
D purchased for investment five condominiums in WB and immediately sold two. D also acquired for investment purposes undeveloped lots and a house in W, (the "WH"). On...
P files a consolidated tax return with its includible affiliates. P's sole shareholder, FP, is a foreign corporation. P holds all of the stock of Sub 1, as well a...
In 2005, the Ms invested in KK. KK is a controlled foreign corporation, ("CFC"). KK is located in India. The TCJAcreated the Mandatory Repatriation Tax, ("...
TP, a restaurant, has implemented a "Cash Discount Program" so as to give patrons an incentive for paying with cash as opposed to paying with credit cards. All items...
C is a bank holding company with many subsidiaries, of which three are relevant here. Before 2005, KWA earned tax credits. Those credits were governed by the SBTA, which allowe...
The Bank Secrecy Act requires U.S. citizens to report interests in foreign accounts with a value exceeding $10,000. Citizens must declare their accounts through an FBAR. C fail...
X has outstanding 1,000 shares of common stock all of whichwere held by five related individuals. X issued two new classes of stock, Class A stock and Class B s...
IC is a corporation organized under the laws of State A and is registered under the Investment Company Act of 1940 as an open-end management investment company. Fund...
T's business at issue herein is its Retail Finance line of business, through which it acquires and services Retail Installment Contracts, ("RICs") from independen...
C is domiciled in STATEand has been fully licensed to conduct life, health, and annuity insurance operations in Illinois by the Department of Insurance. C's insurance...
M owned 45 percent of the stock of X. A, an individual, owned 10 percent of the stock of X and 100 percent of the stock of M. The assets of X consist solely of 100 pe...
E is a wholesale distributor of archery bows and parts. E was owned by S, C, B, O, and K. E's owners established PF to manufacture archery equipment. PF was owned by E'...
Sprague Resources, L.P., ("SRLP"), announced that it has entered into a definitive agreement and plan of merger, (the "Agreement"), pursuant to which an aff...
Petitioner's spouse had been employed by the New York City Police Department. He submitted retirement papers but died before any payments had been received by him...
On March 19, 2019, Taxpayer purchased "Aircraft" registered with the FAA. The seller of Aircraft located in Arkansas, ("AK"), did not charge sales tax becau...
Between 1981 and 2002, S took out a series of federal student loans to finance his education. All are in default. As of December 5, 2018, S's "Total Balance" was...
TT purchased crude oil from the Saudi government by way of Arabian American Oil Company (AA) and resold it both to affiliates and unrelated customers. From early 1979...
J established two hedge funds and selected P28 as the investment adviser. The SEC launched an investigation and chose to bring an action within the agency alleging that petitio...
S, a corporation, is wholly owned by a taxpayer, an individual. The taxpayer alsoowned a 50 percent interest in the capital and profits of PYZ partnership. The...
Petitioner, ("P"), develops, manufactures, and commercializes products for the treatment of dermatological disorders. In June 2015, P acquired a technology called &qu...
P is a utility holding company. P is the parent of S1, S2, and S3, (the "Utility Companies"). The Utility Companies are public utilities under the Federal Power Act....
The "Subject" consists of two contiguous parcels, about 97.3 acres in total. For several years, plaintiffs applied for, and the assessor annually approved the Subject...
P is a publicly traded corporation. P owns, directly and indirectly, all of the Sub A common stock and all of one class of Sub A preferred stock. Sub A owns all the S...
Petitioner, ("P"), had applied for and received a Personal Residence Exemption, ("PRE"), in 2018, but respondent revoked it in 2020 on the basis that it det...
TP is a C corporation. TP is only involved in the retail sale of a limited number of drugs and does not manufacture them. The manufacturers of these drugs prefer entering into...
Taxpayer is a New York corporation which sells various consumer products over the Internet, and specifically through Amazon.com marketplace. Taxpayer participated in A...
Gold Fields Limited, ("GFI"), and Yamana Gold, Inc., ("AUY"), announced that they have entered into a definitive agreement, (the "Arrangement Agreement...
Petitioners jointly filed their 2007 Resident Income Tax Return, reporting a pension and annuity income exclusion in the amount of $128,000. Mr. Kane (Kane) had attai...
Petitioner, ("P"), was the reporting entity for its combined group for Texas franchise tax purposes. One of the affiliates was CB. CB was a manufacturer until 2006, w...
Petitioner, ("P"), and her late husband acquired a large collection of Native American jewelry and artifacts during their marriage. On or around December 19, 2014, P...
A taxpayer, in connection with the selection of a site and the establishment of a sales program for a boy's camp which he intends to establish and operate as his business,...
Taxpayer, ("TP"),manufactures stone aggregate. TP filed a claim for refund of sales tax it paid on its purchase of tangible personal property, including dyed di...
X elected to be an 'S' corporation effective Date 2. On Date 2, shares of X were owned by Trust 1, a grantor trust of which A was deemed to be the owner, and by Trust 2...
TP has a number of business interests, including rental property, a car wash, a laundry, and real estate held for investment purposes. In addition, TP owns stocks and mutual fu...
Petitioner, ("P"), traded stocks and other financial instruments throughout the world. It was headquartered in City A, Texas. P's business model was based on high...
Distributing is a closely held corporation that operates Business A. Distributing has made an election to be treated as a subchapter S corporation. Distributing has a single cl...
Taxpayer is a State corporation that intends to elect to be taxed as a real estate investment trust, ("REIT"), under sections 856 through 860 of the Code beginning wi...
On June 6, 2017, the State Tax Commission, ("STC"), issued a bulletin addressing the application of MCL 211.7u, the homestead property tax exemption for persons unabl...
Plaintiff ("B") argues that she qualifies for a first time homebuyer credit for her 2010 purchase of real property ("HMP"). The record demonstrates that the...
V was formed in 1999 as an 'S' corporation with its commercial domicile and headquarters in Illinois. V operated call centers in Canada. T was a Massachusetts limited l...
TP is a photography business. TP specializes in producing portrait photographs... The Client Service Agreement, (the "Agreement"), includes the following relevant pro...
In Year 3 and Year 4, TP incurred consolidated net operating losses, ("NOLs"). TP validly elected to waive its two-year NOL carry back with an election state...
The Ls filed their 2018 South Carolina, ("SC"), Income Tax return on February 7, 2019. The Ls claimed the tuition tax credit based on tuition they paid for their depe...
TP specializes in providing technical expertise in operations and engineering for the biogas use and management industries. The Customer, ("C"), produces energy from...
May 25, 2022 - The Deal Survey: May 2022Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Taxpayer resides in North Carolina. In April 2021, Taxpayer purchased a vehicle from a dealership in Indiana, (the "Dealership"). The Dealership collected Indiana sal...
The Packards were married on November 22, 2008 and lived in separate residences until December 1, 2009, when they purchased and moved into a home together in Florida...
TP rents recreational vehicles, ("RVs"), to drivers in Washington. The rental agreements specifically address the possibility that vehicles will be returned subject t...
M filed a petition under Chapter 7 of the Bankruptcy Code. M claimed an exemption in a self-directed IRA. The Trustee, ("T"), objected. On April 14, 2016, M opened a...
On November 1, 2021, Dell Technologies, Inc., ("DTI"), distributed 81 percent of the stock of its subsidiary, VMWare, Inc., ("VMW"), to its shareholders in...
I and E were married on June 20, 2008. On August 2, 2016, I and E separated. On September 17, 2016, I and E signed a "Marital Separation Agreement," ("Agreement&...
In Rev. Rul. 80-228, 1980-2 C.B. 115, X Corporation, (X), operated its businesses in two separate divisions, (D1 and D2). Each division operated as if it were a separ...
Four plaintiffs are the "hotel owners." The other three plaintiffs, referred to as "E," are hotel management companies. The hotel owners contracted with E t...
A uses the cash receipts and disbursements method of accounting and files his income taxreturns on a calendar year basis. For several years, A held stock that i...
Petitioner, ("P"), served in the U.S. Army for 26 years. In April 1989, an "MEB" evaluated P and recommended that he be found "physically unfit for wor...
Taxpayer, ("TP"), with a research facility located in Virginia, is engaged in pharmaceutical development, formulation, and production. The Department's auditor as...
A and B purchased certain farmland in X as tenants in common in 1981. A farms the land and reports the income and expenses on Schedule F. Beginning in 1984, A paid B...
Taxpayer, ("TP"),is an airline operating as a common carrier in interstate and foreign commerce. TP has a contract with V to provide food and beverages for ...
S is a partnership. S believed its filed its tax return for 2001 in July 2002. The I.R.S. has no record of receiving such a filing. In July 2005, an I.R.S. agent sent S a lette...
M is a subsidiary of Marathon Petroleum Corporation. It owns or leases several thousand miles of pipeline throughout the United States. The pipeline at issue transports crude o...
P was a partner in a partnership that held "substantially appreciated inventory." A porton of that property constituted inventory within the meaning of Sec....
There have been numerous MLP "roll-ups" over the past severalyears. These transactions ordinarily involve the acquisition by the "sponsor" of the publ...
If certain employers fail to offer their full-time employees specified healthcare coverage, they must pay the federal government a yearly "assessable payment." See se...
I is a domestic limited liability company located in New York. I's business is brokering health insurance to college students. KZ, a New York State resident, held a 33 perc...
Playstudios, Inc., ("MYPS"), has both publicly issued and privately placed stock purchase warrants outstanding. In an effort to lend a degree of certainty and stabili...
Petitioner is the successor by merger to PII. PII was organized on December 3, 1962 in the course of implementing an agreement to consolidate five existingcorpo...
In July 2019, Debtors, ("Ds") filed a Chapter 13 petition. The I.R.S. filed a proof of claim for unpaid taxes, including a shared responsibility payment, ("SRP&q...
TPsown mineral leasehold interests, (the "Leases"). TPs paid property taxes on the Leases in 2018. In March 2019, they timely applied to exempt the Leases from...
A owns 100 shares of X which is all the outstanding stock of X. B, the son of A, owns all of the stock of Y. A sold 25 shares of stock of X to Y for an amount of cash...
Petitioner, ("P"), filed a Petition asserting that it is entitled to a property tax exemption...as a house of public worship. Under MCL 211.7s: "Houses of public...
Petitioner sells fabric by the yard, as well as other clothing accessories, such as buttons, thread, zippers, linings, etc. Petitioner contends that customers "purchase fa...
Brookfield, ("BAM"), in conjunction with its Q1 earnings report, announced that it intends to distribute 25 percent of the equity interestsinan entity tha...
TP is aBusiness E holding company. TP's subsidiaries provide various Business F services. Prior to Date X, T1 was a Business E holding company operating und...
CE contracts with customers to perform construction, maintenance, and emergency repairs on those customers' power lines, which are taxable services. The tax is imposed on t...
The parties seek guidance from the court regarding the proper procedure for disbursing $249,000 in attorney fees, which the court awarded to plaintiffs in a November 19, 2021 o...
In 1980, Taxpayer husband (TPH) inherited a substantial sum of money from his father, which was used to purchase stocks, bonds, and to open savings accounts. These in...
Petitioner is the owner of real property in the Town of Vestal, Broome County.In 2015, petitioner and UST entered into a land use agreement wherein UST leased a portion o...
Petitioner, ("P"), provides a coaching/facilitation service that teaches techniques for effective listening and communication in a business environment. P administers...
A taxpayer (TP) acquired Property A on Date 1 and leasedsuch propertyto commercial tenants. On Date 2, City Agency filed a condemnation action to acquire...
Petitioner, T.D. Ameritrade, Inc., ("P"), introduces brokerage client accounts to TDAC, an affiliated clearingbroker-dealer. P is responsible for opening, appro...
C sells "Devices." The Devices cannot be purchased without a prescription from a physician. The Devices have two main parts: (i) a Reader, and (ii) a Sensor that User...
In 1968, Petitioner, (P), was granted stock options by his employer, Avon Products, Inc., pursuant to a qualified employee stock option plan. He exercised the options...
In 1993, the family chose Plaintiff, ("P"), to succeed her father as board chair. When P became board chair, "it was determined that the business would be run by...
Debtor, ("D"), filed his Chapter 13 bankruptcy petition on April 22, 2015 and noted significant tax liabilities in his Schedules. The I.R.S. assessed D's tax liab...
Intercontinental Exchange, Inc., ("ICE"), announced that it has entered into a definitive agreement to acquire Black Knight, Inc., ("BKI"). The "cash a...
P has accumulated, as of September 30, 2013, $529,887.09 in unpaid tax liabilities, penalties, and interest for the taxable years 1999-2003. P and his wife incorporat...
In 1999, C, a non-Indian-owned entity, leased 320 acres of land from the Tribe to construct and operate an electric power generating plant, (the "Plant"), on reservat...
R timely filed her 2015 North Carolina tax return. On her Schedule C, R claimed business income and deductions for G. The Department disallowed the entire amount of business lo...
HOC is a Delaware corporation registered to do business in Nevada. HOC purchased four aircraft for the purpose of transporting employees and guests to and from its establishmen...
The Bank SecrecyAct, (the "Act"), requires all U.S. residents and citizens to file returns and keep records of certain relationships with foreign financial agen...
Debtor, ("D"), disclosed among her assets an IRA. She claimed the IRA as exempt. The Trustee concluded that D inherited the IRA and filed this Objection. D, the court...
M operates real properties as vacation rentals. He markets these properties through third parties, ("third-party marketers"). The third-party marketers collect the ap...
X was a member of a cooperative organization for the purpose of purchasing products from the cooperative for resale in its business and receiving other services provided by the...
APP operates a chain of home merchandise retail stores and is headquartered in New Jersey. APP has a treasury department at its New Jersey headquarters. L is a member of APP...
H filed applications for abatement or refund of property taxes relating to 85 acres of property that had been divided into 92 parcels. H mailed the applications to the Assessor...
The subject property is 0.97 acres improved with an 8,659 square foot office building...in Nashville, Tennessee. The property was purchased by United Neighborhood Health Servic...
D is a New York based company that serves clients around the globe. D's primary service is to execute "roll-out work." When one of D's clients has a marketing...
HC is a State A insurance holding company. HC is the parent of P, a State B stock holding company. P owns C, a State C corporation. C is a life insurance company. S is a State...
B&H Foto& Electronics Corporation, ("B"), is taxed under subchapter S of the Internal Revenue Code. B was certified as a qualified empire zone enterpris...
A's stock was held by MD, an individual, and JEC and MEL. A has not paid dividends since the '70s but has paid its shareholders management fees for at least 20 years. T...
X is a State limited partnership. X contemplates becoming a publicly-traded partnership (PTP). X has invested and will continue to invest the majority of its assets i...
Petitioner, ("P"), elected to receive a distribution from his employer retirement plan, ("B"), in the amount of $45,000 in 2016. Utilizing a portion of the...
P was employed by the Department of State from May 2003 until March 2014. Between August 2010 and September 2012, P was employed as a consular officer by the State Department a...
On September 11, 2017, N purchased an 8.9 acre parcel of land in K. At the time of purchase, the property was zoned agricultural and contained no habitable structures. In 2018,...
X has outstanding both common stock and convertible preferred stock. The preferred stock is convertible into common stock at a fixed ratio. X distributed all of the stock in it...
Taxpayer runs a lumber mill in the state of Washington. A local landscaper, (the "Vendor"), provided landscaping services to Taxpayer. Vendor charged retail sales tax...
P sold wine and water with customized promotional labels. The auditor determined that the labels printed by an out-of-state vendor, "CA," and shipped to P in Texas we...
On Date 1, TP and T, publicly traded corporations, entered into a merger agreement under which TP agreed to acquire T in a stock for stock transaction. The merger closed on Dat...
Taxpayer owned certain real property in Washington. Taxpayer took out two loans from Bank, and issued two promissory notes to Bank, securing them by a Deed of Trust in the real...
Federal, state, and local governments have long distinguished between signs (such as billboards) that promote...products...located elsewhere and those that promote things locat...
P was a professional baseball team based in Texas. Texas imposes a tax on each sale of a taxable item in this state. The term, "taxable item," includes tangible perso...
Under section 6426, a fuel producer can earn a credit, (the "Mixture Credit"), by mixing alcohol or biodiesel into its products. The Mixture Credit applies "agai...
The United States includes five Territories. This case involves one such Territory, Puerto Rico. Congress has not required residents of Puerto Rico to pay most federal taxes. C...
Petitioner, (P), is domiciled in a state other than New York and is considering the purchase of a condominium in New York. She wants to know the estate tax consequenc...
B is a law firm. In 2015, the I.R.S. notified B of a discrepancy in its tax filings. When B did not respond, the agency assessed an "intentional disregard" penalty an...
Recently, PS Business Parks, Inc., ("PSB") agreed to be acquired by Blackstone Real Estate ("BREIT"), in a transaction structured as a "reverse cash me...
Twitter, Inc., ("TWTR"), as everyone now knows, is being acquired by Mr. Elon Musk, ("EM"). EM will be acquiring TWTR through what Ginsburg and Levin refer...
NS owned 21,534 shares of common stock in HCA. Rather than turn the certificates over to a broker or to a bank, NS maintained possession of the certificates. In Novem...
S was the only member of DBS, a single member LLC through which he operated a wholesale HVAC business. In 2013, DBS purchased two properties in Florida, the "R property&qu...
Just last week, the consistently acquisitiveBlackstone Real Estate, ("BREIT"), entered into a plan to acquire ACC. The transaction was structured in the manner...
The subject property is one of a six-unit residential condominium. The Owners have lived at the property since their purchase on May 1, 2007. DF was 63 years of age on the asse...
A operates a network of health care facilities, including hospitals, clinics, and rehabilitation centers, such as "the subject property." A is a tax-exempt organizati...
P, a publicly traded and widely held domestic holding company, is the common parent of a consolidated group that conducts a number of businesses, including Business A...
Plaintiffs are domiciled in Greenwich, CT and also own a vacation home in East Hampton, NY. Plaintiffs acknowledge that they spent more than 183 days in New York Stat...
County property records identified the subject property as "single family residential." Defendant inspected the subject property and determined that it was commercial...
Taxpayer operates dog breeding schools in Washington and in two other states, as well as online, as a limited liability company. Taxpayer took the Veteran's Employer Tax Cr...
In 2010 and 2011, B worked at JL. B had a J-1 exchange visitor visa. He received W-2s from JL. He filed 1040-NR forms with the I.R.S., which claimed an exemption as to the enti...
Genzyme Corporation, ("G"), was organized under the laws of the U.S. G owned 100 percent of GLS. G owned 100 percent of GTPC and GTPL. GTPC and GTPL owned one percent...
X is a holding company. X owns P, also a holding company. P owns T. T is engaged in Business A. T owns Sub A. Sub A is engaged in Business A. P owns Sub B. Sub B is e...
Petitioner, ("P"), owned real property in Staten Island, (the "Property"). The Property covered two separate street addresses. Each street address has a sem...
April 22, 2022 - The Deal Survey: April 2022Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
While so-called "poison pill" plans have been around for several decades, only recently, with the adoption by TWTR of a poison pill plan intended to fend off an unwan...
Company, (C), had outstanding as of September 30, 1982 the following stock: (a) 122,240 shares of voting common stock (NC); (b) 272,988.64 shares of 1 percent cumulat...
The complaint alleges that, on July 18, 2017, P's accountants mailed amended returns, via First Class mail, "in a single envelope to the I.R.S. service center in Holts...
P designs and markets consumer electronics, software, and personal computers, selling its products through its own retail and online stores. In 2011, P offered a "Back to...
American Campus Communities, Inc., ("ACC"), a real estate investment trust, ("REIT"), has entered into a definitive agreement in connection withwhich...
X owns and operates an aluminum smelter. X proposes to transfer the business to a partnership. Units in the partnership will be publicly-traded. The production of alu...
To maintain a tax refund suit against the United States, taxpayers must first file a refund claim with the I.R.S. See section 7422(a) of the Code. Taxpayers then have two years...
M is a retired airline pilot who was formerly employed by United Airlines, ("UA"). In 2016, UA provided retired pilots (and their family members and friends) with fre...
Pursuant to a plan of recapitalization, X issued shares of new voting common stock and new nonvoting common stock to its shareholders in exchange for shares of its ou...
P was engaged in the business of providing at-home private duty nursing services to children with special needs, ("patients"). P supplied all nurses with a contract f...
B and K are retired United Airlines, ("UA"), employees covered by UA's non-qualified deferred compensation, ("NQDC"), plan. Normally, for purposes of FI...
An option agreement provided that the option is exercisable only after the death of the optionor by giving notice to the proper person within a certain period of time...
TP is a licensed producer of medical cannabis. TP dispenses cannabis to qualified patients through a statewide system of dispensaries. The Department's audit claimed "...
Plaintiff, ("P"), purchased the "Hansen Lodge" in December 2017. It needed to be improved. As of January 2018, the lodge "was furnished, utilities were...
APP appeals from a final determination of the Tax Commissioner affirming a sales tax assessment issued to APP in connection withthe purchase of a truck and trailer. APP p...
The taxpayer, (TP), an individual, will acquire a credit card issued by a bank through an arrangement promoted by Company, (C). TP will make purchases with the credit...
C operated as a casual restaurant. When C served its customers, it provided them with utensils, items the parties refer to as "small wares," for use within the...
The Ws married in 2004. In 2005, MSWwas diagnosed with cancer. In that same year, she purchased the MI house where the Ws resided from 2005 through 2009. The Ws did not r...
TP is a subchapter S corporation. TP is owned by four siblings. Sibling A owns 100 percent of the Class A voting stock, but is only a 40 percent shareholder of Class B non-voti...
Frontline Ltd., ("FRO"), and Euronav NV, ("EURN"), have signed a term sheet that has been approved by the boards of directors of each such corporation...
TP, Decedent's revocable trust, entered into a contract to sell a plot of real property on Date 1, with an intended closing date of Date 2. Before Date 2, however...
A Connecticut combined unitary group consists of four members: A, B, C, and D, (the "Combined Group"). The Combined Group has filed a Connecticut unitary corporation...
For tax year 2012, R made estimated tax payments totaling $626,965. R's tax return was due on March 15, 2013. After securing an extension, and making a final quarterly paym...
P resided in Arizona and was employed by Home Depot. P worked from home but traveled regularly by car to the stores under his supervision. P was laid off in mid-2013. He receiv...
During 1976, petitioners owned 25 percent of the stock of F, a Nevada corporation. F was an electing small business corporation. On April 23, 1976, F borrowed $100,00...
The question presented is whether shredded tires and railroad ties that are utilized and burned to subsidize the requirement for coal in the cement manufacturing process are ex...
The Applicant is an architectural, engineering, planning, interiors, graphics, and consulting firm. The Applicant's corporate headquarters is located in Missouri. The Appli...
G is an 'S' corporation. G requested a refund of rental vehicle fees. The Department denied G's refund request. G leases its taxicabs and equipment to drivers for t...
During 1976, petitioners were employed as real estate agents in San Diego, California. Both were licensed to sell real estate, as real estate agents, by the Californi...
CNI is a federally chartered corporation created and organized in 1996 under the Oklahoma Indian Welfare Act, ("OIWA"), commonly referred to as a "section 17 cor...
The parties were married in 1985. They moved to New Jersey. Beginning in the late 1990s, the parties rented an apartment on the Upper West Side of Manhattan. In 2010, the parti...
WS, an attorney, died on November 2, 2003. His wife, GS, died on November 27, 2004. Prior to his death, WS hadrepresented HS. On September 24, 2004, HS's es...
Taxpayers must disclose participation in "listed transactions" by attaching a disclosure statement to their return. In 1999, Taxpayer became a participating employer...
Taxpayer is a State A corporation that intends to elect to be taxed as a real estate investment trust, ("REIT"), beginning with its tax year ending Date B. Taxpayer o...
P has lived in his LC home since 1990. P's wife owned property in Utah. P and his wife filed joint income tax returns. Neither P nor his wife ever resided at either Utah pr...
Post Holdings, Inc., (POST), one of the nation's leading consumer packaged goods purveyors, has alsogained a well-deserved reputation on Wall Street as an astute fina...
B is a for-profit corporation that provides property management services. B entered into Hospital Services Agreements, ("HSA"), with certain hospitals. The hospitals...
TPscontracted with PAR, a property tax agent, to pursue property valuation reductions. TPs appealed to the STC. TPs were represented before the STC by an attorney
In December 2018, a Liberty Global, Inc., ("LGI"), affiliate sold its interest in TGHto LGI's parent company, LG. Under the relevant tax laws at the time, L...
The Property was owned by TP and was sold in 2021 to "XXX." TP, along with his deceased wife, had owned the Property since 1997. The Property consists of one building...
H (or Petitioner) was a Delaware corporation. Its business address was Dallas, Texas. H was a 99 percent limited partner in LP. LP provided landline telephone service in a larg...
P was involved in a car accident and her vehicle was determined to be a total loss. She made a claim to her insurer. Defendant did not pay the sums in dispute in this case--the...
The Bank Secrecy Act, ("BSA"), requires a U.S. citizen to file reports when the citizen maintains a relation with a foreign financial agency. The person must report e...
Petitioner, (P), is the sole shareholder of several 'S' corporations. Most operate exclusively within Michigan, but two or three have multistate operations. P and his w...
M is a corporation formed under the laws of Missouri with its headquarters located in Missouri. M is an 'S' corporation for federal tax purposes and is a "pass-thr...
P asserts that it produced an "alternative fuel mixture" when it mixed and sold a mixture of butane and gasoline. P claimed that its mixture of butane and gasoline qu...
Taxpayers who are married and file a joint income tax return may claim personal exemptions for themselves and their dependents. Dependent is defined to include a "qualifyi...
TP is a wholesaler of tangible personal property and is headquartered out of state. TP sells its goods to third-party wholesalers in Washington, ("W"). Compliance iss...
Article I, Section 9 of the Constitution provides: "No Tax or Duty shall be laid on Articles exported from any State." The Export Clause categorically bars Congress f...
It is not a common occurrence fora corporation that qualifies as a real estate investment trust, ("REIT"), to voluntarily terminateits status as such . Ho...
On September 10, 2011, TP and brokerage firm, (BF), entered into a contract entitled "Investment Plan". Under this contract, BF agreed to act as a discretio...
S produces radio programming, which it transmits using satellites. Subscribers pay monthly fees to access S's programming. The question is whether S's monthly subscript...
Plaintiff, ("P"), was an actuary at TP until March 15, 1991. At the time of his termination, P was vested in an accrued pension benefit under the "1988 Plan.&quo...
X corporation, (X), has outstanding Class A nonvoting common stock, Class B voting common stock, and nonvoting preferred stock. The preferred is limited and preferred...
TP is a voluntary employees' benefit association, (a "VEBA"), created under section 501(c)(9) of the Internal Revenue Code. TP is organized as a trust. TP's m...
V argues that butane is a "liquefied petroleum gas" under section 6426(d)(2) of the Code and therefore an "alternative fuel" eligible for the section 6426(e...
The consolidation of the cannabis industry is unfolding before our very eyes and shows no signs of abating. The latest transaction, involving companies organized under the laws...
President Biden's fiscal '23 budget proposal contains certain "revenue" items that first appeared in the Build Back Better plan that failed to gain congressio...
The ACArequires individuals either to maintain a minimum level of health coverage or to pay a "penalty." See section 5000A. In 2017 and 2018, the ACA provided t...
C is an 'S' corporation. C has outstanding a single class of common stock comprised of both voting common stock and nonvoting common stock. All of the outstan...
APP is a non-profit organization. APP holds monthly meetings and sponsors art exhibits in a Missouri city, ("City"). APP plans on sponsoring an art event in 2022, (th...
O acquired roughly133 acres of land in Alabama. O granted to the NWT a conservation easement over the land. Later, O donated a fee simple interest in the land to the NWT....
Petitioner, (P), was married to JO. During 2008, P worked full time as an employee for RREEF, a real estate investment company, and did not own more than a five perce...
The taxpayer is a corporation headquartered in "X," that provides "asset management services" globally to pension funds, large institutions, and individuals...
P is the common parent of an affiliated group of corporations, (the "P Group"), that joins in the filing of a consolidated U.S. federal income tax return. P has agree...
X corporation, (X), has elected 'S' corporation status. Prior to 1984, the stock of X was owned by Father, his son, Son, and an unrelated minority shareholder...
Petitioner, ("P"), sold pest control services in New York State during the audit period. S is an insect growth regulator for termite elimination and control. The S sy...
The AHTAstates: "Except as provided in subsection (c)...and section 40117...a State...may not levy or collect a tax, fee, head charge, or other charge on--(1) an ind...
A fertile source forSPAC acquisitions would appear to be "unwanted" divisions of public corporations. Instead of shedding these divisions via a conventional sal...
In 2016, the New York State Legislature enacted article 14 of the Racing...Law authorizing and regulating interactive fantasy sport, ("IFS"), contests upon determinin...
L.L. Bean, (B), is a retailer in Maine that sells products to consumers across the U.S., including consumers residing in Ohio. It does so via retail stores, all of wh...
TP intends to make an election to be treated as a real estate investment trust, ("REIT"). TP conducts its activities through a partnership, (the "Partnership&quo...
March 23, 2022 - The Deal Survey: March 2022Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Petitioner, (P), has many years of experience in sales and sales management. In 2005, he began working for SGT as the vice-president of sales. P was laid off on April...
P is a limited liability company. P is comprised of two trusts: one for the benefit of HL, and the other for the benefit of JL. RL is the father of HL and JL. On April 13, 2015...
In 2014, P restructured its ownership of its foreign subsidiaries. Before the restructuring, P directly owned AGHF. P owned, directly or indirectly, 42 CFCsand also direc...
X corporation, (XC), has outstanding one class of stock consisting of 1,000 shares of common stock which are held as follows--
--A owns 625 shares,
<...
APP operates a Chevrolet dealership and participates in an incentive program with General Motors, ("GM"). A component of this program is the "Courtesy Transporta...
On January 1, 2018, B purchased oil and gas wells. Production from the wells requires the removal and disposal of waste water. B disposes of the same via a non-commercial...
Partnership X, (X) acquired in 1995 3,300x shares of common stock of Y in a transaction under Sec. 368(a)(1)(A) of the Internal RevenueCode. Y's stock is li...
The Brookfield family of entities has a well deserved reputation for innovation when it comes to financing its far flung activities. A recent transaction does nothing to dimini...
Debtor, ("D"), claims as exempt his $72,300 interest in a Retirement Fund: "Sun Life Fund." The commencement of a bankruptcy case creates an estate comprise...
Plaintiffs, ("Ps"), filed a 2014 New Jersey Gross Income Tax ("GIT") return on April 11, 2015. They excluded from gross income: (1) dividend income; (2) inc...
While certain politicians are making noises about the supposed anti-competitive aspects of the proposed merger of Spirit Airlines, Inc., ("SAVE") and Frontier Group H...
Petitioners, ("Ps"), are partners of DJP, a Georgia partnership. DJP ownedthree buildings that housed LZB stores. The LZB stores produced approximately $20 mill...
SR, an individual, purchased residential property in Greenville County, South Carolina in 1991 and has lived there continuously ever since. The property was taxed at...
H was the 100 percent shareholder of M, a Virginia corporation with an 'S' election in effect. On March 3, 2011, M sold substantially all of its business assets to B fo...
Under the version of the Ordinance in effect on March 11, 2014--the date of the merger--SFBTRC1101 and 1102 imposed a tax on the transfer of "any lands, tenements, o...
While "special" dividends have become increasingly common in recent years, it remains, nonetheless, highly unusual, almost unheard of,for the special dividend t...
Taxpayers (TPs) received unemployment compensation during 2009. Pursuant to Sec. 85(c) of the Internal Revenue Code, TPs each excluded $2,400 of their unemployment co...
X is a corporation engaged in an ongoing business whose 20 shares of its sole class of common stock is held by A. In order to provide an equity interest in the...
P is the sole member of US BD and US AM. US BD is registered as a broker-dealer with the SEC and FINRA. US AM is registered with the SEC as an investment advisor. US BD and US...
Entity 1 (E1) is a financial institution engaged in the business of extending credit to consumers. E1 filed a complaint in the Circuit Court of State X on Date 1 to recover a d...
S, a 'C' corporation, is solely owned by MW. S is a commercial printing contractor. S receives customer referrals from property management companies. S claimed a busine...
TP provides "co-location" services. The Department issued an assessment. Co-location services generally consist of renting space in data center facilities. TP owns or...
Y is a non-profit corporation. In 2016, Y petitioned for bankruptcy under Chapter 11. Claims against Y included certain tax obligations. The I.R.S. filed a proof of claim. The...
On March 11, 2022, as has become itscustom, Basset Furniture Industries, Inc., ("BSET"), announced that its Board of Directors has "declared a special divi...
TP, a domestic corporation, acquired "a%" of the common stock of C. The remaining "b%" was owned by I. The relationship between TP and I deteriorated and &q...
SU is a New York corporation that elected to be treated as an 'S' corporation. SU owns a building located in Manhattan. SM and EM, brother and sister, own 75 percent an...
TP, a battery manufacturer, sold batteries to Customer, ("C"). C operatesdata centers in Virginia. Sales tax was charged to C on the sale of the batteries. C re...
The taxpayer, a domestic corporation, is a wholesale distributor. In 1981, it entered into two contracts with an unrelated seller under which the taxpayer agreed to purchase va...
A valid copyright is a prerequisite for bringing a civil action for infringement. To obtain registration, the author of a work must submit...a copy of the work and an applicati...
In 2012, the City acquired the property to treat and dispose of sewage and wastewater... The City also used the property for recreational purposes. The City owns the golf cours...
H has dedicated his entire career to the construction profession. In 1980, H founded petitioner, ("P"). In 2011, H notified the W developer's representative that...
In 2005, Plaintiffs, ("Ps"), purchased a home in Washington for $748,425, and they took out a mortgage in connection with that purchase. A year later, Ps refinanced t...
X Corporation, (X), and Y Corporation, (Y), were unrelated corporations that for many years were engaged in the hardware business. In fact, X operated two significant...
Foreign Parent, ("FP"), owned all the stock of P, a domestic corporation. P owned D2 and LLC, a disregarded entity. D2 owned Sub and D1. Sub owned C. On Date 1, Sub m...
On April 23, 2020, CHI and RC, (the "Debtors"),filed for Chapter 11 relief. For the tax period ending December 31, 2016, the I.R.S. charged CHI an employer shar...
TP provides hot tub cleaning and maintenance services. TP filed amended excise tax returns changing its reporting from "retail sales" to the "service and other a...
C is a publicly-traded partnership (MLP). C will provide "essential fluid handling and disposal services to oil and natural gas producers engaged in the exploration, devel...
ESSB 5096 provides that, beginning January 1, 2022, an annual state net capital gains tax is imposed on the sale or other voluntary exchange of long-term capital assets by ...
In 2012, the State of Colorado licensed the businesses to cultivate, process, and distribute medical marijuana products. B was treated as a partnership and A was treated as an...
CP is a partnership. The easement at issue is an historic preservation easement associated with the GB. The GB has been listed on the National Register of Historic Places since...
TD Bank Group, ("TD"), and First Horizon Corporation, ("FHN"), announced that they have signed a definitive agreement "for TD to acquire FHN in an all-...
LL owned certain real properties in Haskell County, Kansas. After her death in 1991, and subsequent litigation, the mineral interest in the Haskell Country properties was distr...
Cedar Realty Trust, ("CDR"), announced that, following its previously announced dual-track review of strategic alternatives, "it has entered into definitive agre...
TP is a C corporation. TP plans to make a REIT election. TP uses D in its trade or business. On Date 4, TP filed a Form 3115 to change its method of accounting for depreciation...
Respondent determined a deficiency in petitioners' 2017 Federal income tax and imposed a section 6662(a) accuracy-related penalty. The deficiency and penalty result from an...
In 2007, CB acquired two defunct facilities and began restoring them and upgrading them to biomass facilities. While renovating in 2007, CB secured Authority to Constr...
M, which was actively engaged in conducting a wholesale appliance distributorship and an outlet for the retail sale of appliances for over 30 years, closed its retail...
P and J had two children together who were each minors in 2014. P and J never married and were living separately throughout 2014. The children resided with J for more than one-...
S owns and occupies residential real property in Indianapolis, Indiana. S's property consists of: (1) a house with an attached garage, (2) detached carriage house, (3) a de...
A corporation is engaged in publishing four trade magazines. Each magazineis circulated monthly to personnel in the particular industrial field covered. The spa...
In 2007, the Bs purchased a house in Utah. The house received a primary residential property tax exemption from 2008 through 2013. The Bs, however, took no action to request th...
The Lodge, ("L"), is a full-service resort located at the base of the Vail Mountain ski area. The L has eighty hotel rooms and a variety of amenities. In 1970, privat...
The Taxpayer is an artist specializing in framed works and murals and seeks a rulingon the taxability (i.e., on the application of the Virginia retailsales and use...
In 2015, H and C each owned a 50 percent interest in B, an 'S' corporation. B's main customer was TSI. In 2015, TSI stopped making payments to B. TSI'sunp...
ACEC is a public service corporation. During the years in question, it had outstanding 12,500 shares of common stock and 3,702 shares of preferred stock. Holders of p...
O provided "VoIP" services to customers nationwide, including Oregon, ("OR"). VoIP services allow customers to make phone calls using a broadband internet c...
H sought an exemption for real property that it uses as a museum dedicated to preserving the 80-year history of superheroes in comics, toys, art, film, and animation. H applied...
K purchased a truck but did not pay tax on the truck. K failed to demonstrate that he had the requisite for-hire transportation certificate and that the truck was primarily use...
On March 30, 2000, Hoops, ("H"), was established as a Delaware limited partnership by and between HM and HH for the purpose of acquiring, owning, operating, and condu...
February 25, 2022 - Volume 16 Issue 38Print Report
TP currentlylives in an assisted living facility. Prior to Date 1, TP lived in Residence (R) for 18 years. TP's mother established Trust (T). T holds fee si...
Fracking is a method used in the oil and gas industry to create fractures in oil or gas bearing formations to maximize oil production. During the fracking process, TP pumps flu...
Tpurchased a condominium in Minneapolis in 1999. In 2010, she stopped paying taxes on the condominium. In Minnesota, property taxes are a perpetual lien against the prope...
Much like Liberty Media's stake in Sirius XM Radio, Berkshire Hathaway's proportionate interest in American Express has been increasing because each of Sirius and Ameri...
February 24, 2022 - Volume 16 Issue 37Print Report
The stock of Y Corporation, (Y), is actively traded on a public stock exchange. Some of the shareholders of Y transferred their stock to X Corporation, (X), a newly-o...
M is in the business of distributing propane. M operated out of a bulk plant with two above-ground fuel storage tanks, two sets of concrete piers and saddles on which the tanks...
The plaintiffs operated EI and EIIas section 8 housing beginning in 1981. On October 7, 2005, the City of Joliet, ("J"), filed a condemnation action against the...
February 23, 2022 - The Deal Survey: February 2022Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
February 23, 2022 - Volume 16 Issue 36Print Report
P is the common parent of an affiliated group filing consolidated income tax returns. Prior to June 5, 1981, S was also the common parent of an affiliated group filin...
P and his former spouse are the parents of three children. In March 2011, P and his former spouse entered into a marital settlement agreement whereby P's former spouse ...
For 2014, petitioner, ("P"), qualified as a manufacturer for purposes of the Manufacturing and Agriculture Credit. In 2014, P sold or disposed of two pieces of printi...
February 22, 2022 - Volume 16 Issue 35Print Report
Mr. A owned all of the stock of X Corporation, (X). Y Corporation, (Y), acquired all ofthe assets of X in exchange for Y voting common stock and the assumption...
G asserts a single claim under section 1341 of the Internal Revenue Code to obtain a tax refund. G argues that he is entitled to a refund because he "reimbursed to Medicar...
TP provides payment processing services to merchants. TP was interested in acquiring T. On Date 1, each share of T common stock was converted into the right to receive "x&...
APPs were part-year California, ("C"), residents in 2015 and timely filed a joint 2015 C Non-Resident or Part-Year Resident Income Tax Return. APPs reported earning i...
February 18, 2022 - Volume 16 Issue 34Print Report
Petitioner, (P), is a licensed electrical contractor. In 2009, P was working with TCC, a general contractor. TCC failed to pay P about $130,000 that he was due for wo...
The complaints brought by plaintiffs pertain to fifteen vacant parcels of land situated in defendant. For tax years 2013 through 2015, NW filed appeals with the Board challengi...
AM is an 'S' corporation headquartered in North Carolina. It manufactures garage doors and it sells the garage doors throughout the United States, including in Californ...
Preferred Apartment Communities, ("APTS"), a real estate investment trust, announced that it has entered into a definitive agreement with Blackstone Real Estate Incom...
Exela Technologies, Inc., ("E"), is embarking on a self-tender offer the likes of which we have rarely, if ever, encountered. The company is offering to exchange up t...
FUN is a publicly traded partnership that does not earn "qualifying income" but is, nevertheless, treated as a partnership for tax purposes. That is so because FUN is...
February 17, 2022 - Volume 16 Issue 33Print Report
TP is the 100 percent shareholder of S3, an 'S' corporation incorporated in 1983. TP also owns the majority interest in two other 'S' corporations, S1...
Trust, ("T") was created on...with TP having sole ownership and control as trustee with the power to amend or revoke the trust agreement at any time. TP has, since th...
February 16, 2022 - Volume 16 Issue 32Print Report
The petitioner, R, has been a real estate developer since 1989. In 1993, he operated his development business as a sole proprietorship under the name "SW".<...
Some retailers offer a private label credit card for customers to use at the retailer's store. Purchases made with these credit cards are financed...by an outside financing...
Pacific Gas & Electric recently announced that "the Utility declared payment of all cumulative and unpaid dividends on the Utility's preferred stock as of January...
February 15, 2022 - Volume 16 Issue 31Print Report
Desert Palace, Inc. (DPI), doing business as Caesars Palace (C), maintains a live entertainment venue called the Colosseum (COL). C retained a third party, AEG, to manage the C...
L is a Delaware corporation with its principal place of business in North Carolina. L manufactures cigarettes in North Carolina and sells those cigarettes throughout the U.S. I...
APP timely filed a 2018 California tax return. On that return, APP filed using the head of household, ("HOH"), filing status, identifying one of APP's sons as the...
In March 2020, the Governor of Ohio issued an executive order declaring a state of emergency in response to the COVID-19 virus. Ohio's director of health issued an order re...
Petitioner, ("P"), filed a property tax petition on December 31, 2020 challenging the 2019 assessment for taxes payable in 2020 for a property located in NU. P filed...
February 11, 2022 - Volume 16 Issue 29Print Report
Since 1993, the taxpayer, (SR), lived with his father, (JR),and provided care for him. In March, 2002, JR purchased a condominium in Delray Beach, Florida where...
Wyo. Stat. Ann. section 39-13-105(a)(vi) provides a property tax exemption for qualifying veterans who have been bona fide citizens of the State of Wyoming for at least three y...
F is a pass-through entity that operates medical facilities and provides ancillary healthcare services. F has four individual non-residents of Maryland, 20 non-resident pass-th...
Does section 280E of the Internal Revenue Code prohibit a taxpayer from entitlement to the section 51 Work Opportunity Tax Creditfor wages paid or incurred in carrying on...
February 10, 2022 - Volume 16 Issue 28Print Report
Corporation, (C), established an employee stock ownership plan, (ESOP), on September 1, 1986. Prior to December 19, 1986, A, an individual, owned 100 percent (1,000 shares) of...
The primary business of S is to lease (rent) go-carts, ("GCs"), to its customers and let the customers use its indoor racetrack. S does not charge an admission fee to...
The Division received TP'sresident2018 income taxreturn on June 9, 2021. TP's return was due on April 15, 2019. TP had taxes taken out in 2018 by with...
In 1984, the taxpayers opened an account with Y, a brokerage firm. The brokerage firm claims that the taxpayers have a balance due on their account of "$x." The taxpa...
On August 10, 1999, L incorporated MOR, an 'S' corporation. On August 10, 1999, L caused MOR to form an ESOP and contributed 150 shares of common stock to the ESOP. The...
An organization exempt from tax under section 501(a) of the Code and described in section 501(c)(3), and which is classified as a "public charity" under section 509(a...
Spirit Airlines, Inc., ("SAVE"), and Frontier Group Holdings, Inc., ("ULCC"), announced a definitive merger agreement "under which the companies will c...
In 1969, M agreed to construct a nuclear generating plant for P at a price of $250x. The contract specified that M would provide, at no additional cost to P, any additional ite...
On December 18, 1998, K purchased a condominium in Virginia. On June 17, 1999, K purchased a parking space. The Cs are K's niece and nephew. The Cs reside in Poland. In May...
SPAC transactions are undertaken for the purpose of enabling a heretofore private entity to "go public." The transaction involving Maria DB Corporation Ab, ("M&q...
On September 28, 2012, the Internal Revenue Service, (I.R.S.),issued LTR201337007. This ruling was issued to Penn National Gaming, Inc., ("PENN"), in conn...
Y wished to make as large a gift of money as possible to his son without currently incurring any gift tax. In reliance on his Tax Advisors' advice, Y made a gift to his son...
Ps jointly owned two homes in Michigan, the "S property" and the "O property." PE lived in the O property and spent weekends, holidays, and some vacations a...
The taxpayer, a manufacturing corporation incorporated in State M, is a common parent of an affiliated group of corporations consisting of the taxpayer and its wholly...
TP sells books and school supplies primarily through school-hosted book fairs. It also sells books and supplies to schools that have hosted the fairs. A hosting school signs a...
During the course of an audit, P agreed to extend the statute of limitations on assessments. Based on the review of sales records for each test period, the auditor determined t...
In December 2000, M was invited to become a member of Thomas Wessel Partners Group LLC (TWPG LLC) by making a capital contribution and receiving in exchange a 0.5 per...
The District was formed in 1976 as a public, non-profit healthcare organization to provide health care to rural communities. The District is a municipal corporation and politic...
An LLC owned by a pension fund for the employees of Los Angeles County, California, purchased real property in Prince George's County. Absent an exemption, a transferee, su...
D corporation is a publicly traded corporation that conducts Business A and Business B directly. D corporation conducts Business C through its wholly owned subsidiary, C corpor...
Cedar Fair, L.P., ("FUN"), is a publicly traded partnership. In fact, it is a member of a very exclusive club--it is an "Electing 1987 Partnership." (The on...
C operates a website on which potential lessees may use the website to make non-binding reservations for the use of certain facilities at specified rental rates from lessors th...
Ashland Global Holdings, Inc., ("A"), decided to separate out the Valvoline, ("V"), business and V became its own public company in early 2017. A and V ente...
Reg. Sec. 1.302-2(b) states that the question of "dividend equivalency" (with respect to a redemption of stock) is primarily one of looking at all the facts...
H objects to the imposition of a building excise tax, ("BET"). The tax was levied on two parking garages constructed by H. The issuance of building permits for the ga...
In 1995, the Rhode Island General Assembly enacted the "mall act," authorizing a public investment in the development of the Providence Place Mall and an associated p...
During the years at issue, A was the vice president of engineering at STI where his annual salary in 2008 was $230,000. A began buying and selling securities in 1994....
H guaranteed a loan with the Bank. H defaulted on his loan and filed for Chapter 7 bankruptcy. H disclosed an interest in the following retirement accounts: (1) Traditional IRA...
From January 1 through July 6, 2008, Petitioner (P) worked for S, where she earned wages of $52,621. During her employment with S, P was not covered by an employer re...
In February 2011, the I.R.S. performed an audit of Ps for the years 2007-2009. The I.R.S. disallowed Schedule C business expenses and assessed Ps tax, interest, and penalty. Th...
Northwestern University, ("NU"), offers two retirement plans to eligible employees: the Retirement Plan and the Savings Plan. Both Plans are defined contribution plan...
This case involves three separate legal entities that fall under the umbrella of parent company, a large investment management company. Entity A operates as a portfolio manager...
Zimmer Biomet Holdings, Inc., ("ZB"), is in the process of separating its "core orthopedics business" from its spine and dental businesses. The separation w...
The taxpayer, a cold storage provider with a facility in Virginia, receives fresh meat products from customers, reduces the temperature of the product to freezing or near-freez...
HC 1 is a Country A company, classified as a corporation for U.S. federal income tax purposes, owned by members of a family of U.S. individuals (each a "family member"...
Vector Group, Ltd., ("VGR"), will soon be distributing the vast majority of thestock of its wholly-owned subsidiary, Douglas Elliman, Inc., ("DOUG"),...
A bank issues mortgage loans as a regular part of its banking business. On December 15, 1965, the bank placeda loan with A in the amount of $450x. The loan was...
P is commercially domiciled in Virginia and authorized to do business in North Carolina, ("NC"). P is subject to NC Franchise Tax. P was wholly-owned by Altria Group,...
Plaintiff, ("P"),is a licensed motor carrier that transports aggregate material in bulk quantities for its customers engaged in construction projects. P purchas...
Petitioner husband (PH) served as a reimbursement manager for KI. PH believed that KI's practices violated Federal law. PH and another KI employee, B, agreed to f...
In 1997, the estate of JW sued Philip Morris, ("PM"). The jury awarded economic damages, non-economic damages, and punitive damages. The Oregon Supreme Court affirmed...
Taxpayer, ("TP"), provides security monitoring services for both residential and commercial customers. In addition to the basic service, TP offers an optional system,...
X, which qualifies as a REIT, engages primarily in short-term financing activities, such as originating, making, and servicing construction and development loans that...
S is the father of two minor children, IJH and MJS. S shares joint legal custody of his two children pursuant to a Custody Order dated September 11, 2012. The Custody Order ind...
Is Applicants'out-of-state purchase of an antique airplane for use in their cattle and goat operations subject to sales and use tax under Chapter 144? The answer is a...
UCB S.A., ("U"), and Zogenix, Inc., ("Z"), announced that the companies have entered into a definitive agreement under which U will acquire all of the capit...
January 24, 2022 - The Deal Survey: January 2022Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Plaintiffs, C and K, filed an action seeking damages under sections 7433 and 7426 of the Internal Revenue Code. Defendant has filed a Motion to Dismiss based on C's failure...
The shareholders of Y corporation (Y) are A, B, (who is unrelated to A), and Trust (an inter vivos 10-year accumulation trust). A was a contingent beneficiar...
On January 1, Year 1, P issued indebtedness that provides for monthly interest payments of $80,000 and a principal payment of $10,000,000 on its stated maturity date...
Taxpayer, ("TP"), performs environmental remediation services... During the Audit Period, TP remediated radioactive waste from a mine. No weapons grade radio...
On January 2, 2019, plaintiff filed suit against defendants who facilitated online reservations for hotel rooms between consumers and hotels. The petition alleged that the &quo...
The instantcase involves a charitable contribution deduction claimed by L for a conservation easement. The I.R.S. disallowed the deduction and determined penalties. Secti...
Petitioner, (P), is a large volume retailer and wholesale distributor of electronic home entertainment equipment. P operated 26 retail stores in the New York City metropolitan...
The Audit Division concluded that TP had sufficient contacts with Washington, ("W"), to establish nexus, based on the attribution of the physical presence of the reta...
Almost all of the revenues that AK derived from its CDNbusiness units were attributable to the sale of software products, (the "CDN Software Products"). AK'...
On September 7, 2016, the predecessor of Dell Technologies, Inc., ("DTI"), completed the acquisition of the stock of EMC Corporation, ("EMC"). One of EMC...
B died in 1954. His estate included 755 shares of a corporation's outstanding 757 shares of common stock. In 1957, the estate sold 89 shares of such stock to the estate. Th...
In November 2021, the Secretary of Health and Human Services, (the "Secretary"), announced that, in order to receive Medicare and Medicaid, ("M&M"), fun...
On June 13, 2017, the Department of Revenue, (the "Department"), issued a proposed assessment based upon its audit of P's 2012-2015 corporate income tax returns....
Petitioners filed joint nonresident income tax returns for 2005 and 2006. During those years, petitioners maintained a permanent place of abode in New York. The Division issued...
Ps' son, MH, was enrolledat Clemson University, ("CU"), during tax year 2018. MH was enrolled during the 2018 spring and fall semesters at CU. However, for...
From the beginning of 2014 until July 21, 2014, R was employed and working in Colorado. During his employment in Colorado, he participated in a 401(k) plan sponsored by his emp...
The Secretary of Labor, acting through the Occupational Safety and Health Administration, ("OSHA"), recently enacted a vaccine mandate for most of the Nation's wo...
Teekay Corporation, a corporation organized under the laws of the Marshall Islands, is offering to purchase any and all of the outstanding 5.00 percent Convertible Senior Notes...
X is a publicly traded partnership. X is primarily engaged in the business of operating a system of petroleum product and crude pipelines, storage tanks, distribution terminals...
The taxpayer filed her 2016 Virginia individual income tax return in August 2020, claiming a refund. The Department of Taxation, (the "Department"), denied the refund...
Petitioner is a professional airline pilot licensed by the Federal Aviation Administration since 1967. Prior to 1978, petitioner was employed as a pilot by a charter airline.
JB owes the United States unpaid taxes for the tax years 1999 through 2006. The United States filed an action on August 1, 2019 to reduce to judgment JB's tax liabilities....
TP is in the business of oil and gas production. TP operates in New Mexico, ("NM"), and in 15 other states. TP remits severance tax payments in all 16 states where it...
In Charles McCandless Tile Service v. United States , 422 F.2d 1336 (Ct. Cl. 1970), the court found that the compensation paid by a closely held corporation w...
Petitioner, ("P"), is a multilevel marketing company that sells health and beauty products to consumers through network marketing channels. The network marketing arra...
Take-Two Interactive Software, Inc., ("TTWO"), and Zynga, Inc., ("ZNGA"), announced that they have entered into a definitive agreement pursuant to which &qu...
Y received an M.B.A. in December 1977, and was employed thereafter as a financial consultant . In 1986, Y resigned from his full-time financial and administra...
R, a manufacturer of cash register tapes, was founded in 1989. The purchase of electricity is generally subject to a sales and use tax. The Tax Code defines "manufacturing...
The Bs are United States citizens. In October 2018, the I.R.S. received amended returns for the Bs for 2015 and 2017. These returns were prepared and signed by their attorney,&...
Mr. G owned 25 percent of the stock of F Corporation, (F). F was an electing small business corporation--an 'S' corporation. F borrowed $450,000 from Bank, (B...
TP is engaged in the business of assembling, and then selling at the wholesale level, pre-cooked frozen ingredients into frozen sandwiches, entrees, and "bowl/bag" ty...
Wildwood Forest, LLC, ("W"), applied for an exemption for its real property. The Board of Appeals found the property was 100 percent taxable. The Boy Scouts of Americ...
The taxpayer, a dentist engaged in "general dental practice," returned to dental school for post-graduate studies in orthodontics. He attended dental school...
On August 24, 1988, Representative MoniqueDavis, ("D"), entered into an agreement to rent the Property, a one-story office building owned by the Chicago Board o...
Taxpayers are individuals who reside outside of Indiana. During 2019, Taxpayers made repeated visits to a casino in Indiana and played slot machines. For each casino visit, Tax...
Prior to April 1996, petitioner (P)maintained two credit card accounts with MBNA, an M account and a V account. On April 8, 1996, the balance due on his V accou...
FG is the CEO and sole shareholder in two corporations, FGRand TLC, each certified in the New York State Empire Zones Program. FG also owned FIS, also certified in the Pr...
D is the founder of Company. At the end of Year 1, D contacted two Investment Advisors to explore the possibility of finding an outside buyer. In Year 2, approximately six mont...
X is the common parent of an affiliated group of corporations filing a consolidated return. Y has been a wholly owned subsidiary of X since its organization in "...
Mr. O filed a qui tam action in 2014 alleging that his employer violated the False Claims Act, ("FCA"). The federal government intervened and began prosecuting the ca...
Debtor, ("D"), filed a chapter 7 petition on December 30, 2020. A month later, D filed her 2020 federal incometax return and received a refund, claiming it full...
The petitioners are the sole shareholders of RWH, Inc., (RWH), an 'S' corporation. As individual taxpayers, the petitioners suffered losses for the taxable ye...
The subject of the motion of the Division of Taxation, (the "Division"), is the timeliness of petitioners' protest of a notice of deficiency. Petitioners filed a...
X employs the accrual method of accounting. X operates a manufacturing facility. In the past, X's manufacturing operations have produced waste by-products. X plac...
Costco, ("C"), filed its amended 2016 Alaska corporation net income tax return on December 19, 2019. It filed the return on a paper form. Its final net Alaska income...
OI provided "VoIP" services to customers nationwide, including in Oregon, ("O").VoIP services allow customers to make phone calls using a broadband in...
December 31, 2021 - Volume 15 Issue 250Print Report
Petitioner, (P), was incorporated on February 1, 1980, and its sole business is the transportation and delivery of beer sold to retail establishments by its sister co...
FactSetResearch Systems, Inc., ("FDS"), announced that it has entered into a definitive agreement, (the "Asset Purchase Agreement"), to acquire the CU...
This case raises the novel question of whether the municipality itself can seek certiorari review of a determination of the municipality's board of review. The Church owns...
CLT is an irrevocable trust created by the Hs in 2005. JH served as trustee and LH, his wife, served as special trustee. The trust document names JH's mother as beneficiary...
December 30, 2021 - Volume 15 Issue 249Print Report
Plaintiff, JR, in 1960, received a stock dividend from RMC. Sec. 305(a) provides as a general rule that the value of a stock dividend is not included in gross income....
D is the parent of a worldwide group. D has a single class of voting common stock outstanding, approximately "a%" of which is owned by US Sub 1, a subsidiary of D. Su...
The Board of Directors of each of Lundin Energy AB, ("Lundin"), and AkerBP, ("Aker"),have reached an agreement on a business combination which will cr...
1. TP owns and rents, in the course of a trade or business, a vacation property via an online rental marketplace. TP provides...items to make the vacation property fully habita...
Quidel Corporation, ("QDEL"), and Ortho Clinical Diagnostics plc, ("OCDX"), announced that they have entered into a definitive agreement in which QDEL...
December 29, 2021 - Volume 15 Issue 248Print Report
P was the president and controlling shareholder of Corporation, (C). His sons, A and B, were both vice-presidents of C. Each son owned "m" shares of C's...
Section 9675(a) of the American Rescue Plan Act of 2021, ("ARP"), amended section 108 of the Internal Revenue Code, to provide a special rule for discharges of certai...
In 2004, the Hs formed E. The Hs decided, in mid-2010, to move forward with breeding miniature donkeys, ("MDs"). H thought himself well positioned for this endeavor g...
The Taxpayer contacts with the United States Navy to repair and replace various command, communication, control, intelligence, surveillance and reconnaissance systems on Navy s...
The Association is a homeowners' association. On or about July 6, 2017, the Association filed an appeal with the Board of Review, ("BOR"), challenging the propert...
Where a "loss corporation" (i.e., a corporation which is entitled to use a net operating carryover...for the taxable year that includes a testing date...or has a net...
December 28, 2021 - Volume 15 Issue 247Print Report
F is a closed-end management investment company. Its shares are listed and traded on the New York Stock Exchange. F has elected to be treated as a regulated investment company...
One of the more popular transactions of the last few years has been the so-called "partnership roll up," a transaction in which the corporate sponsor of a Master Limi...
December 27, 2021 - Volume 15 Issue 246Print Report
Isle of Capri Casino, Inc. (IOC) computes its Mississippi (M) corporate income tax and franchise tax on a combined basis with its affiliated entities. Four entities in the affi...
On April 4, 2016, a Tenants-In-Common Agreement was created by a group of individuals and business entities. The Agreement explicitly states that they are not a business entity...
N owns and operates an electrical power generating facility in which it produces multiple products. N introduces limestone into its process for the dual purposes of inhibiting...
December 23, 2021 - Volume 15 Issue 245Print Report
Y is a tax-exempt supporting organization under Sec. 501(c)(3). Y is governed by and supports the public university system in the state in which it is incorporated. Y provides...
TP intends to elect to be taxed as a real estate investment trust, ("REIT"). TP owns two Storage Terminal Facilities. The Storage Terminal Facilities also include oth...
Petitioner, ("P"), was the president of Home Depot, Inc.,("HDI"), a New Jersey corporation specializing in the sale and installation of hotel furnishi...
Distributing, ("D"), is a publicly traded State A corporation. From its incorporation in Year A (more than five years ago), D has engaged in research and development...
Bluerock Residential Growth REIT, Inc., ("BRG"), announced it has entered into a definitive agreement with affiliates of Blackstone Real Estate Partners IX L.P., (&qu...
December 22, 2021 - Volume 15 Issue 244Print Report
The Partnership is engaged in the general practice of law. No partner of the Partnership has more than a five percent interest in the capital or profits of the Partne...
Taxpayers, ("TPs"), rent out RV storage spaces for 'dead storage' of vehicles. TPs entered into written agreements with tenants and collected rent in exchange...
Petitioner, ("P"), is a Delaware limited liability company headquartered in Charlotte, North Carolina. P operates an online marketplace through which it connects pros...
In order to encourage public utility holding companies to simplify their corporate structures, Congress enacted section 112(b)(6), in the Revenue Act of 1935,the predeces...
December 21, 2021 - Volume 15 Issue 243Print Report
T merges with and into P, a corporationthe stock of whichis widely held, and is publicly and actively traded. In the merger, the T shareholders receive, i...
Cargill, ("C"), processes and manufactures meat products at various locations around the country. None of these locations are in New Jersey, ("NJ"). The mea...
Harley-Davidson, Inc., ("HOG"), and AEA-BridgesImpact Corporation, ("IMPX"), a special purpose acquisition company organized under the laws of the Cay...
December 20, 2021 - The Deal Survey: December 2021Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
PH purchased 10 acres of property in California, (the "property"). The property was in the middle of the Mojave Desert. PH purchased the property with the intent of d...
Entegris, Inc., ("ENTG"), and CMC Materials, Inc., ("CCMP"), announced that the companies have entered into a definitive agreement pursuant to which "E...
December 20, 2021 - Volume 15 Issue 242Print Report
Petitioner formed a revocable living trust for probate planning purposes, and sought to transfer title and registration for a motor vehicle to the trust. A "reta...
December 17, 2021 - Volume 15 Issue 241Print Report
In June 1989, B acquired an insurance policy on his life from NW. The policy was a so-called "whole life" policy having both acash value and loan feat...
T is an industrial design firm headquartered in Seattle. T specializes in designing the interior of passenger airplanes. T contracts with Boeing, ("B"), to provide su...
The Plaintiffs in this action are real estate developers, ("Plaintiffs" or "Developers") who sought to develop parcels of land in Colorado. Developing the l...
Rentokil Initial plc, ("RIP"), a U.K. corporation, and Terminix Global Holdings, Inc., ("TGHI"), announced that they have entered into a definitive agreemen...
Almost every spin-off undertaken nowadays is of the "leveraged" variety. In a leveraged spin-off, the goal is to "shift" debt from remainco to spinco on a t...
December 16, 2021 - Volume 15 Issue 240Print Report
P owned all of the stock of S for over five years during which time P had been activelyengaged in the manufacture and sale of wire products and S had been activ...
B has one child, BB, from a prior marriage to AB. The Divorce Decree was entered on August 15, 2013. Accompanying the Divorce Decree was a "Parenting Plan." The Paren...
O was the sole owner of a house on Hilton Head Island, ("HHI"). She occupied the property as her primary legal residence. O timely applied for the 2017 tax year, seek...
On Date 1, Y was granted "x" restricted stock units of Employer, subject to a substantial risk of forfeiture. On Date 2, Y filed an election under section 83(b) of th...
Distributing is a publicly traded State A corporation and the common parent of an affiliated group, (the "Distributing Group"). Distributing has a single class of vot...
Petitioner filed a 2014 amended New York resident income tax return. Petitioner's amended return was dated April 10, 2018. However, the envelope containing the return indic...
Petitioner, ("P"), is a consulting firm. P's clientele consists almost exclusively of banks and financial institutions. P's services include real-estate valua...
December 14, 2021 - Volume 15 Issue 238Print Report
By a deed recorded on March 29, 2011, Petitioner was conveyed property at 19 Pleasant Street, Sidney, New York. The property was conveyed to him subject to "the...
In 2002, ALLC was organized as a limited liability company in California. In 2002, ALLC purchased real property, (the "Property"), for $5,850,000. On November 14, 201...
AP was an online retailer headquartered in California that sold automobile parts and accessories . AP sold products over the Internet and to a lesser extentby catalog to...
December 13, 2021 - Volume 15 Issue 237Print Report
T issued, at face value, $X million of a% convertible debentures. The debentures had a term of 15 years. Each $Y of debt principal was convertible into one share of T...
S failed to file California tax returns in the 1990, 1991, 1992, and 1996 tax years. Around 2007, the I.R.S. made upward adjustments in S's federal tax liability for those...
TP is an electric and natural gas utility. TP reportedrevenue from cable companies and other utilities to use TP's utility poles under the Service and Other Activitie...
December 10, 2021 - Volume 15 Issue 236Print Report
Petitioner, (P), is a Nevada limited liability company with its principal place of business in New York, New York. P owns and operates the Hustler Club which is an ad...
Subpart F taxes an American corporation directly on certain kinds of income held by its foreign subsidiaries--which Congress referred to as "controlled foreign corporation...
December 9, 2021 - Volume 15 Issue 235Print Report
TP filed a voluntary petition on Date 1 to reorganize under Chapter 11 of the Bankruptcy Code. TP submitted a plan of reorganization (the Plan) which was approved on...
The Ss have lived together at their current family home in New York since 1999. O handled all financial affairs. A chose to remain uninvolved with her family's financial ma...
In 2013, the I.R.S. examined F's taxes for 2010-2012 and increased his taxable income for each year. F did not pay the additional taxes right away. So, in 2016, the I.R.S....
TPshold equal shares in a number of limited partnerships for the purpose of buying, selling, developing, and managing real estate. Each limited partnership reported its p...
Liberty Media Corporation, ("LMC"), and SiriusXM Holdings, Inc., ("SIRI"), have had a long and rather interesting relationship. More than five years ago, LM...
December 8, 2021 - Volume 15 Issue 234Print Report
Sec. 856(c)(4)(A) provides that at the close of each quarter of its taxable year, at least 75 percent of the value of a REIT's total assets must be represented by...
Taxpayer, ("TP"), provides remote access software. TP filed a request for refund of retail sales tax paid on the servers it purchased. The application was denied. TP...
P is father to LK. In March 2015, LK and her minor child, IME, moved to live with P. LK moved because of domestic problems with her spouse. P was unaware of the marriage. In th...
The Department of Treasury, (the "Department"), audited the tax returns of M for tax years 2008 through 2010. The Department eventually finished the audit in 2017, an...
TP submitted a High Technology Application For Sales and Use Tax Deferral, dated March 24, 2010. The application is for an investment project in Seattle consisting of tenant im...
December 7, 2021 - Volume 15 Issue 233Print Report
A owned all the stock of X and Y. Y acquired all of the assets of X in exchange for an amount of Y stock constituting Sec. 368(c) control and the assumption by Y of X...
Each person with a financial interest in a financial account in a foreign country shall report such relationship to the Commissioner of Internal Revenue. The prescribed reporti...
December 6, 2021 - Volume 15 Issue 232Print Report
The taxpayer is a casualty insurance company taxable under Sec. 831 of the Internal Revenue Code. Although the taxpayer generally uses the accrual method of accounting, for 197...
Each corporation that does business in Delaware, ("D"), must pay a tax of 8.7 percent onits taxable income derived from in-state activities. The starting point...
In LTR 8939001, June 9, 1989, the players areA, a domestic corporationwhich owns 100 percent of the issued andoutstanding stock of B, a holding company incorp...
TP sought a partial refund of sales tax he paid on items purchased on three occasions at BJ's in Downingtown, Pa. In the first two instances, his purchase receipt reflected...
December 3, 2021 - Volume 15 Issue 231Print Report
Petitioner (the Settlor) created an irrevocable trust (the Trust) pursuant to a trust agreement between the Trustees and the Settlor. The Settlor is deemed to own...
At a foreclosure sale conducted on February 25, 2020, NS purchased the Property for $225,000. The Foreclosure Purchaser, (the "FP"), deposited $46,000. The Contract o...
On March 22, 2016, the City of Shreveport, Louisiana, (the "City"),filed a petition for breach of contract. InAugust 1996, it entered into a non-exclusive...
The Company was the owner of property located in the City of Buffalo, consisting of land and building, (the "Property"). The Company entered into a brownfield site cl...
Debtor, ("D"), filed for relief under chapter 7 of the Bankruptcy Code on July 16, 2021. D lists an ownership interest in real property, (the "Property"), w...
December 2, 2021 - Volume 15 Issue 230Print Report
TP is a real estate investment trust (REIT). TP is in the business of owning or leasing the Properties, which are primarily leased to and operated by Lessee or its subsidiaries...
P performs engineering and environmental consulting services. P's primary services involve environmental testing and analysis in connection with potentially contaminated re...
The "individual mandate" required Americans to maintain a minimum standard of health care coverage. If not insured, citizens were required to make a "Shared Resp...
Publicly-offered real estate investment trusts, ("REITs"), and publicly-offered regulated investment companies, ("RICs"), must distribute, in order to prese...
December 1, 2021 - Volume 15 Issue 229Print Report
Petitioner purchased an aircraft from one company and immediately executed a five-year lease to another company that already had possession of the aircraft
CP owns a Cessna Citation aircraft which it leases to related and unrelated parties, (the "Lessees"), pursuant to an "Aircraft Dry Lease." The Dry Lease req...
Petitioners, ("Ps"), buy and hold tax-exempt obligations issued by state and local governments other than New York. In some instances, Ps paid a premium to acquire th...
S was treated as a partnership for Federal income tax purposes. In May 2014, S acquired 1,000 acres of land. On December 28, 2015, S granted a conservation easement over a port...
A widely-used acquisition format which, on the surface, has a rather quotidiantax profile, has been roiled by the possibility that it could also be described in section 3...
Goodrich Petroleum Corporation, ("GDP"), announced that it has entered into a definitive merger agreement pursuant to which a subsidiary of PalomaPartners VI, L...
"System" is a type of spinal cord stimulator that is designed to be a long-term solution for persons who have permanent chronic pain due to an injury or other disorde...
November 30, 2021 - Volume 15 Issue 228Print Report
Mr. A and Mr. J, who arebrothers, each owned 50 percent of the stock of Corporation A, (CA), and Corporation I, (CI). Each of CA and CI were 'S' corpora...
P timely filed a request for an extension of time to file his 2014 Federal income tax return, extending the due date from April 15, 2015 to October 15, 2015. Along with the ext...
Plaintiffs are all public-sector power providers. They all issued Direct Payment Build America Bonds,("BABs"), authorized by the ARRA. Under the ARRA, issuers o...
G1 is a limited liability company. G2 is also a limited liability company, (together, the "Gs"). G is a limited liability company wholly owned by LS, which is a Delaw...
November 29, 2021 - Volume 15 Issue 227Print Report
X owns 100 percent of the stock of Y and Y owns 100 percent of the stock of Z. Y purchased the stock of S, a wholly owned subsidiary of Z, for cash in an amount equal to the fa...
November 26, 2021 - Volume 15 Issue 226Print Report
The question is whether, for federal income tax purposes, the credits allowed under Sec. 6426(a) reduce a claimant's liability for excise taxes. Claimants typically include...
Under the California R&TC: (1) certain leases are treated as sales, (2) sales tax is imposed on sellers, (3) use tax is imposed on buyers, and (4) as a matter of state cons...
The property is in a residential zone near the campus of Rutgers University. The property consists of a three-story building with 32 two-bedroom apartments and two one-bedroom...
The taxpayer, ("TP"), is a publicly traded domestic corporation that owns T. TP is Laureate Education, Inc., ("LAUR"). T owns TS. Each of T and TS is a disr...
November 24, 2021 - Volume 15 Issue 225Print Report
X is a publicly traded partnership (PTP) that is an "electing 1987 partnership" under Sec. 7704(g). Since its inception, X has been engaged in the business...
Under section 6048(a) and (c), a U.S. person must report: (1) creation of a foreign trust; (2) transfers to a foreign trust; or (3) distributions received from a foreign trust....
M established, on August 19, 2015,a self-directed IRA and named KT the IRA custodian. On August 24, 2015, CB formed GH. GH is a single-member LLC that is a disregarded en...
The Build Back Better legislation, H.R. 5376, contains numerous high profile tax provisions, not the least of which is the proposed excise tax on stock buybacks and the alterna...
Ever since section 355(e) of the Code was enacted in 1997, "Morris Trust" and "reverse Morris Trust" transactions, the latter being much more prevalent than...
November 23, 2021 - The Deal Survey: November 2021Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
November 23, 2021 - Volume 15 Issue 224Print Report
In 1993, D enrolled as a student at the University of Tennessee College of Medicine (UT). In 1994, D entered into a Conditional Award Agreement (the Agreement) with U...
G operates Parx Casino, ("P"). As part of its efforts to encourage slot machine and table game play, G distributed to patrons of P various promotions... P also gave a...
November 22, 2021 - Volume 15 Issue 223Print Report
The taxpayer was the owner of a shopping center that contained a number of stores and offices under various lease agreements. A part of the shopping center was destro...
The Video Display Systems at issue are installed in sports stadiums/arenas, as digital billboards, on the facade of buildings, as signs by entrances to buildings, and on the in...
Plaintiff is a KKRshareholder that seeks to enforce its statutory right to inspect the Company's books and records concerning the decision of the Board of Directors t...
D and Z Media Acquisition Corporation, (the "Company"), in a recently filed Form 8-K, stated the following: "...the management of the Company has re-evaluated th...
Preliminary proxy materials were recently issued by Discovery, Inc., (to be re-named Warner Bros. Discovery, Inc., ("WBD")), and they shed some additional light on ex...
November 19, 2021 - Volume 15 Issue 222Print Report
Plaintiffs filed their joint Federal income tax return for 1955 on Monday, April 16, 1956. April 15, 1956, the date prescribed for filing, fell on a Sunday. Pursuant...
In 2008, P sought to apply for a casino operator's license. P needed to demonstrate that it had rights to a site on which to build a casino. P and S, a REIT, reached an agr...
K is a used car dealership that sells cars via installment loan contracts. The loans have a high default rate, and K repossesses many of the cars before they are fully paid off...
In 1986, the city enacted Ordinance 448-1986 to regulate security alarm systems because of the high cost of responding to false alarms. The ordinance was codified in Chapter 80...
Taxpayer, ("TP"), is a "foodservice category management" company. Its clients include companies that are foodservice distributors, manufacturers, and foodse...
DP is a publicly traded State A corporation. DP appears to be Alliance Data Systems Corporation. DP directly conducts both Business A and the R Business in Country A and indire...
November 18, 2021 - Volume 15 Issue 221Print Report
J, Inc., (J), was organized on July 13, 1995. On August 29, 1995, Mr. M, through his revocable living trust, acquired all of J's stock: 10,000 shares of common st...
CSXrequires its employees to move to different locations. CSX chooses to pay for most of the expenses the relocating employees incur in moving to the new location. When C...
November 17, 2021 - Volume 15 Issue 220Print Report
A sold unimproved real property to B on January 2, 1975 for $100x. A received a cash down payment of $10x and B's purchase money promissory note in the amount of...
On January 11, 2021, the court sentenced R to 60 months in prison. In addition, the court ordered that R pay $45,000 in restitution. The U.S. sought a writ of garnishment again...
Toshiba Corporation, ("TC"), following the lead of General Electric, announced its intention "to separate into three standalone corporations." One such corp...
November 16, 2021 - Volume 15 Issue 219Print Report
X is a State X corporation engaged in the business of farming on three parcels of land. X has outstanding common stock held by the estate of A, B (A's spouse), an...
The issue is whether TP is entitled to a deduction under New Mexico Stat. Ann. section 7-9-93. TP is engaged in the business of providing the services of its nurse employees on...
Daimler AG, having secured all of the required consents and approvals,is very close to separating its trucking operations from its passenger car operations by means of a...
D is the common parent of an affiliated group of domestic corporations that file a consolidated return. D has a single class of common stock outstanding, the shares of which ar...
November 15, 2021 - Volume 15 Issue 218Print Report
X is engaged in a manufacturing business and has shares of voting common stock and nonvoting preferred stock outstanding. All the common stock is owned by employees....
Applicant is a retail establishment that sells safety wear, which includes steel-toed boots, footwear accessories, clothing, and glasses. Applicant sells to individuals who wor...
K is certified by the West Virginia, (WV), Fire Marshal to perform home inspection services. To obtain this certification, he passed a National Home Inspector Examination, comp...
November 12, 2021 - Volume 15 Issue 217Print Report
P corporation owns more than 80 percent of the stock of S corporation. The balance of the outstanding stock of S corporation was publicly held. For valid business reasons, &quo...
For 2015, K reported $59,228 of social security ("SS") benefits, of which $16,829 and $14,523 were attributable to lump-sum payments relating to 2013 and 2014, respec...
The estate tax underpayment of $165,708 from which the disputed penalty of $16,571 arose resulted from a miscalculation reflected in line 7 of the MET 1F form submitted to the...
During the 2004-2010 tax years, S had access to several foreign bank accounts, but she did not report those accounts to the I.R.S. Specifically, S did not file an "FBAR.&q...
Core Point Lodging, Inc., ("CPLG"), is a real estate investment trust, (REIT). It has recently announced that it has entered a definitive agreement to be acquired by...
In 2015, two separate suits were filed against the City of Westlake, ("W"),challenging Ordinance 880, which increased utility gas rates. In 2017, two additional...
On August 27, 2018, the Government initiated this case against S for willfully failing to file FBARs as required by 31 U.S.C. section 5314. The court found in favor of the U.S....
November 11, 2021 - Volume 15 Issue 216Print Report
Y is an organization described in Sec. 501(c)(3) of the Internal Revenue Code. Y's principal activity has been publishing an educational magazine. Originally, Y p...
Bausch Health Companies, (BHC), entered into a so-called "Granite Trust" transaction several years ago for the purpose of recognizing a loss that had economically acc...
We are not sure if the market was anticipating the news coming out of GE, but, regardless, it is quite startling. The company announced its intention "to form three...publ...
November 10, 2021 - Volume 15 Issue 215Print Report
C1 filed its TY1 corporate tax return as the parent of a consolidated group. In TY1, C1 was 100 percent owned by C2, a foreign parent. The corporations were not membe...
The heart monitor is temporarily implanted under the skin to monitor irregular heartbeats. This product is single use, and a prescription is required to purchase the device. Th...
November 9, 2021 - Volume 15 Issue 214Print Report
In 2011, SC and LC (the Cs) filed for Chapter 13 bankruptcy relief. They proposed, and the bankruptcy court rejected, a plan to pay nondischargeable state and federal...
TP (or "X"), a foreign corporation, sought a refund on its Year 1 Form 1120-F for all of the withholding taxes on interest paid to TP by a related U.S. corporation du...
TP was formed and incorporated on Date 1 to develop and commercialize software "to assist medical providers in providing medical treatment to individual patients." Th...
Petitioners, ("Ps"), are affiliated telecommunication companies that own fiber-optic cables and conduits that connect public rights-of-way to private customers... Suc...
APP has operated a video game and electronics store in Los Angeles since July 1, 1982. On February 1, 2012, CDTFAvisited APP's business location andfound that i...
November 8, 2021 - Volume 15 Issue 213Print Report
A corporation, (C), has outstanding a single class of common stock held by 10 individuals, each of whom owns 20 shares. C entered into a plan of recapitalization unde...
On January 31, 2019, APP timely filed a Form 355Q, seeking classification as a manufacturing corporation. On its Form 355Q, APP stated that it was not presently engaged in manu...
In 2016, P was employed by AN as a car salesperson. Prior to January 2016, she worked at AN's Illinois dealership. In 2016, she moved from Illinois to Texas due to personal...
November 5, 2021 - Volume 15 Issue 212Print Report
Substantially all of the properties of M Corporation (M) were acquired by X Corporation (X) in exchange solely for a portion of the voting stock of X in a transaction qualifyin...
Petitioners, ("Ps"), reported adjusted gross income of $181,183 on their joint Federal tax return for 2018. Their "modified adjusted gross income" was also...
E contracts with its drivers and independent contractors to provide "chauffeured transportation service" to its customers. In July 2018, E applied to the Commissioner...
AP filed a voluntary Chapter 13 petition on December 19, 2019. APP filed a proof of claim, which includes an unsecured priority claim. Of this amount, APP identified $2,409.00...
On November 1, 2021, Liberty Media Corporation, ("LMC"), entered into an Exchange Agreement with certain Berkshire Hathaway parties, (the "Holders"), "...
G describes itself as the reporting entity of a combined group of investment advisers who assist individuals with their investments. Although G maintains a Dallas office to sup...
November 4, 2021 - Volume 15 Issue 211Print Report
P was a partnership whose sole asset was a shopping mall in Florida. In 1998, P deeded ownership of the mall to SG (the operating partnership of an UPREIT) in exchange for a li...
B sued the Department of the Treasury and the Secretary of the Treasury, claiming that the federal government does not have the constitutional power to require citizens to pay...
TP is a consolidated group. TP filed its original return for Tax Year on Date 3. TP properly elected to capitalize under section 59(e) "$c" of the total eligible rese...
Section 332(a) of the Code provides: "No gain or loss shall be recognized on the receipt by a corporation of property 'distributed in complete liquidation' of anot...
Phillips 66, ("PSX"), and Phillips 66 Partners, ("PSXP"), announced that they have entered into a definitive agreement "for PSX to acquire all of the p...
November 3, 2021 - Volume 15 Issue 210Print Report
TP indirectly owns all of the issued and outstanding common stock of Sub 1, a foreign corporation. Sub 1 owns Sub 2. Sub 2 is a disregarded entity. Seller owns Target...
Once in the ground, the taxpayer's fiber opticcables "stay in the ground forever." Removing a cable through the conduit would require the use of pulleys and...
The Debtors, ("Ds"), filed their Chapter 13 case on October 21, 2019. The I.R.S. claims the Ds owe "SRPs" for failing to maintain health insurance. The I.R....
November 2, 2021 - Volume 15 Issue 209Print Report
Corporation, (C), elected to be an 'S' corporation for its first year of existence. C has never been taxed as a C corporation. Its shares are held in equal pa...
P is an Illinois corporation. P sells heating, air conditioning, and air quality equipment through its website. P had an employee in Texas. P sold tangible p...
P filed on April 25, 2013, a timely petition in the Tax Court for a review of an adverse determination of the I.R.S. Whistleblower Office, ("WBO"), regarding his clai...
Raymond James Financial, Inc., ("RJF"), and Tri State Capital Holdings, Inc., ("TSC"), have entered into a definitive agreement under which RJF will acquire...
In addition to the well-publicized items in the "Build Back Better" plan, there are certain other provisions, which have not yet received much attention, that will af...
In 1981, Tribune, ("T"), bought the Chicago Cubs for $21.1 million; it also purchased Wrigley Field for $600,000. T held the Cubs in its wholly owned subsidiary, CNLB...
November 1, 2021 - Volume 15 Issue 208Print Report
TP produces Z products and distributes through a network of dedicated retailers. TP has a standing offer for its retailers to enter an Agreement to maintain its retail space as...
Stock buybacks are once again being singled out for taxation in the President's latest attempt to push his spending plan across the Congressional finish line. The plan he h...
October 29, 2021 - Volume 15 Issue 207Print Report
TP is a State A corporation that is the common parent of an affiliated group that files a consolidated income tax return. TP intends to elect under Sec. 856 of the Internal Rev...
One tax proposal that seems easy to understand, the so-called "Billionaires' Income Tax" championed by Sen. Wyden (D-Or.), is, it should come as no surprise, quit...
The Respondent, a church, purchased the subject property via a deed dated June 29, 2018, and recorded among the Land Records on September 18, 2018. The Respondent applied for a...
PH owned multiple businesses, including MP, MC, and RF. PH and PW each owned shares in 'S' corporations. Around 2016, respondent began an audit for petitioners'&nbs...
Now that increases in the corporate tax rate have apparentlybeen ruled out, it appears that the so-called "billionaires' tax," the tax on stock buybacks, an...
Now that Liberty Media Corporation, ("LMC"), is on the precipice of attaining 80 percent ownership of Sirius XM Holdings, Inc., ("SXM"), questions have once...
October 28, 2021 - Volume 15 Issue 206Print Report
The taxpayers, A, owned as tenants in common a 1/4 interest in approximately five acres of real estate located in the state of Washington. The remaining interest was...
After the customer selects a fireplace, Y supplies the customer, or the customer's contractor, with the manufacturer's specifications for framing and foundation work. O...
Oasis Petroleum, Inc., ("OAS"), announced that Oasis Midstream Partners, ("OMP"), in which OAS holdsan approximate 67 percent interest, has entered in...
October 27, 2021 - Volume 15 Issue 205Print Report
With respect to the former corporate franchise tax, businesses not having positive net income accumulated net operating losses (NOLs) which could be carried forward a...
On January 19, 2021, the Js purchased a 2021 Toyota from M for a netprice of $42,801. On February 9, 2021, the Js titled the Toyota and paid $3,306.38 in state and local...
The Division determined that petitioner was not entitled to head of household filing status, three dependent exemptions, the empire state child credit, and the non-custodial pa...
October 26, 2021 - The Deal Survey: October 2021Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
October 26, 2021 - Volume 15 Issue 204Print Report
On April 11, 1986, the taxpayer deposited $2,000 into his I.R.A. for the taxable year of 1985. On May 1, 1986, the taxpayer withdrew $1,500 of this amount for his per...
In 2012, the Cook County Board of Commissioners, (the "Board"), enacted the Firearm Tax Ordinance, ("FTO"). The FTO imposed a $25 tax on the retail purchase...
TP filed a second amended return, reporting an omission of dividend income (subpart F income) and claiming credit and credit adjustments. This second amended return was filed a...
In 2004, O entered into a ground lease with S for a "pad site" of approximately 1.5 acres. The lease had a term of 20 years with provision for renewals. The lease req...
October 25, 2021 - Volume 15 Issue 203Print Report
The taxpayer purchased stock "on margin" from a brokerage firm that subsequently declared bankruptcy. A trustee in bankruptcy was appointed who proceeded to...
For 2014 and 2015, Ps excluded foreign earned income from their federal adjusted gross income on their federal income tax returns. On their original Maryland resident income ta...
October 22, 2021 - Volume 15 Issue 202Print Report
Procter & Gamble, (PG), owned all of the stock of Procter & GambleA.G., (AG), a Swiss corporation. AG paid royalties to PG for the use of PG's paten...
S established EBS, an 'S' corporation. S, through EBS, joined with M and C to create SMC, a 'C' corporation. SMC established PFC for the purpose of investing in...
In January 2004, the Hs established the trust. The trust is considered a "grantor trust." With respect to BMO and FIS, (the "restricted stock"), the trustee...
Cadence Bancorporation, ("CADE"), and its wholly-owned subsidiary, Cadence Bank, N.A., areabout to be merged with and into BancorpSouth Bank, ("BXS"),...
October 21, 2021 - Volume 15 Issue 201Print Report
A acquired a minority interest in the common stock of a corporation. The following restriction was placed upon each certificate of common stock of the corporation: &q...
Jana Partners, LLC is calling for Macy's, Inc., ("M"), to spin-off its "e-commerce" business, i.e., to separate its e-commerce business from its venerab...
The property at issue is located on HR in Subdivision. All parcels in the neighborhood are owned by ES and are leased to individuals. R took over the lease in 2015. R claimed t...
H has been a United Statescitizen since birth. As sole owner of TVVand CU, H had a financial interest in, and signature authority over, TVV's and CU's bank...
October 20, 2021 - Volume 15 Issue 200Print Report
During the years in question, appellant (AP) was a nonresident professional football player for the Chicago Bears. In each of the years in question, AP, as part of th...
Taxpayer, ("TP"), was a Maine resident individual. In the year at issue, TP made regular trips to a Maine casino, (the "Casino"), where she engaged in "...
Consensus Cloud Solutions, Inc., ("CCSI" or "spinco") announced that it has now completed its previously announced separation from ZiffDavis, Inc., (&...
The separation of VMWare, Inc. ("VMW"), from Dell Technologies, ("DELL"), is drawing nearer. DELL has determined that the distribution of its 81 percent in...
October 19, 2021 - Volume 15 Issue 199Print Report
In 1991, petitioner (P) purchased a residential apartment building for $82,500. The apartment building had 11 private rooms, shared kitchens and bathrooms, and a tota...
B filed California tax returns for 2003-2005. In 2008, the I.R.S. assessed about $145,000 of additional federal income taxes for those years. He did not notify the FTB...
Alliance Data Systems Corporation, ("ADS"), announced that its Board of Directors has approved "the separation of ADS's 'LoyaltyOne' segment, consist...
Texas imposes a franchise tax. Franchise tax liability is calculated by multiplying a business's taxable margin by the franchise tax rate. Taxable margin is determined by m...
One of the larger banking deals of 2021 was recently announced by the participants, Columbia Banking System, Inc., ("CBSI"), and UmpquaHoldings Corporation, (&q...
Taxpayers, ("TPs"), own property at a condominium development in B. TPs' attorney received a message from the condominium developer, requesting legal representati...
October 18, 2021 - Volume 15 Issue 198Print Report
TP owned shares of common stock of X corporation (X). X has been taken over by Y corporation (Y) through a merger between Z corporation (Z), an indirect wholly-owned...
October 15, 2021 - Volume 15 Issue 197Print Report
JR incorporated petitioner (PE) in 2002 to engage in the rental and leasing business. In the same year, PE elected to be treated as an 'S' corporation. PE had...
Pacira BioSciences, Inc., ("PCRX"), and Flexion Therapeutics, Inc., ("FLXN"), recently announced a definitive agreement pursuant to which PCRX will acquire...
Under the supermajority voting provision set forth in the Nevada Constitution, at least two-thirds of the members' votes in each house of the Legislature are required to pa...
M argues that he was entitled to a refund based on an "un-cashable" $2.25 million check that he erroneously included in his Original 2012 Return. Because M did not pr...
Duke, ("D"), is a regulated public utilityprimarily engaged in the generation, transmission, distribution, and sale of electricity in parts ofNorth Caroli...
In 2013, the Arkansas Legislature passed the Video Service Act, ("VSA"). The VSAallows video service providers to avoid the need to negotiate separate authoriza...
October 13, 2021 - Volume 15 Issue 195Print Report
The taxpayer, a real estate developer, acquired unimproved land for the purpose of subdividing it into residential lots for the construction and sale of homes. At the...
D provides satellite television services to its customers. D contracted with APP to provide and install a satellite television system ("system") at D's customers&...
X designs, markets, and sells fishing reels, ("Reels"). X owns intellectual property relating to the mechanical architecture and manufacture of Reels, ("XIP"...
Businesses operating in Oakland, California must obtain a business tax certificate and pay business license taxes each year. A separate business tax certificate is required for...
October 12, 2021 - Volume 15 Issue 194Print Report
Investors formed X in 2004 by contributing $1,000 each in exchange for 100 shares of stock. In exchange for A's agreement to perform services for X, X issues 100...
TP operates across the entire spectrum of the Business. In the normal course of its business, TP executes thousands of sale and exchange transactions of physical inventory prop...
During the tax period at issue, W owned and operated a lignite coal mine in Texas. W used different types of heavy equipment to produce the coal. The first step was removing a...
TPs filed a 2016 Virginia individual income tax return in June 2020, reporting an overpayment of income tax and requesting that the overpayment be credited as an estimated paym...
October 11, 2021 - Volume 15 Issue 193Print Report
X is a domestic corporation with only one class of voting common stock outstanding. On April 30, 1980, X effected a recapitalization whereby one share of voting common stock an...
In 2017, Congress passed the Tax Cuts and Jobs Act, (the "Act"), which, among other things, imposeda $10,000 cap on the state and local tax, ("SALT"),...
R was formed in 1981. M was its sole employee and shareholder. In 1999, M retired due to age and deteriorating health. R did not seek a replacement for its employee. The corpor...
In 1997, G held 120,000 shares of stock in S. On August 22, 1997, S engaged in a cash-out merger, which resulted in G's S shares being converted into the right to receive $...
IAC and Meredith Corporation, ("MDP"), announced their entry into an agreement pursuant to which IAC's digital publishing unit "will acquire the entity, (&qu...
In 1956 and 1957, W and M acquired approximately 960 acres of unimproved real estate. After the land was subdivided, 30 parcels were sold under sales contracts providing for a...
In 2012, P filed for divorce from his then wife, ML. P and ML signed an agreement in 2014, ("2014 agreement"), incident to their divorce proceeding in which P agreed...
International Paper Co., ("IP"), on October 1, 2021, completed its spin-off of Sylvamo Corp. ("SC"), a newly-formed subsidiary created to receive (and then...
Taxpayers' (TPs) federal tax return claimed Schedule C expenses and a capital loss. The Schedule C expenses related to husband's (TP) activity of trading options. The S...
D is engaged in Business A. D made an election to be treated under subchapter S with an effective date of Date 1. M owns "r%" of the stock of D. N owns the remaining...
On January 28, 2015, Ps filed a refund claim for the 2009, 2010, 2011, and 2012 tax years, and now seek a refund for tax years 2009 and 2010. Ps' counsel faxed A a letter o...
On February 22, 2015, Plaintiff filed Form 1040 for tax year 2013. On December 15, 2017, Plaintiff filed Form 1040X for tax year 2013. The I.R.S. disallowed the refund claim. P...
Petitioner, (P), is a C corporation and a wholly-owned subsidiary of FBI, a bank holding company. During the 2001 tax year, P held U.S. government securities that were acquired...
Plaintiff filed a class action suit for violation of Texas Utilities Code section 66.005(a) on behalf of all Texas municipalities in which Defendants, Netflix, Inc. and Hulu, L...
C1, C2, and C3 are owned by TP, a State A corporation, and each is treated as a disregarded entity for federal income tax purposes. C4 was the subject of tort claims alleging d...
The Distributing Group (which appears to be J2 Global, Inc. and its subsidiaries),has been actively engaged in three businesses, Business A, Business B, and Business C. D...
K provides its members with classes on CFI's specialized approach to fitness and mastery of techniques. As a requirement to teach CF classes, the instructors must be certif...
During the years at issue, the Gs operated CLC, which generated income and incurred expenses from boat chartering activities. CLC was a disregarded entity. The Gs reported the...
Petitioner, (P), was the sole owner of an unincorporated printing and publishingbusiness. He incorporated the business on April 1, 1940 and contributed all the...
Plaintiffs' claim is based on the contention that they were entitled to taxation of liquidating dividends attributable to certain shares of stock of K&S as lo...
Two classes of residents, a "domiciliary resident" and an "actual resident," are set forth in Virginia Code section 58.1-302. The domiciliary residence of a...
Between 2009 and 2013, P purchased $82,853,050 in tracts of timberland in Maine and Vermont. From 2010 to 2013, he gave interests in these tracts to his two sons, C and B. Each...
September 30, 2021 - Volume 15 Issue 186Print Report
Petitioner, (P), was the sole shareholder of an 'S' corporation, BMP. BMP's business consists of providing entertainment for parties. P would often enter...
Agnico Eagle Mines, Ltd., ("AEM"), and rival Kirkland Lake Gold, Ltd., ("KL"), each a Canadian corporation, announced that they have entered into a definiti...
R held a minority interest in three Massachusetts, ("M"), limited partnerships, (the "121A Partnerships"), each of which owned an urban redevelopment projec...
W regularly filed his Maryland income tax returns after they were due. In 2008, W filed his original tax returns for 2004, 2005, and 2006. On May 26, 2010, W filed amended retu...
September 29, 2021 - Volume 15 Issue 185Print Report
In January, 1983, X raised $8 million ina stock issuance. The prospectus stated that thenet proceeds "would be added to working capital and used for...
U applied to the Assessor's office for an exemption from property taxes with respect to the "subject property" on the grounds that it is an educational institutio...
U.S. Bancorp, ("Purchaser"), announced that it has entered into a definitive agreement to acquire MUFG Union Bank N.A., ("Bank") from Mitsubishi UFJ Financi...
Plaintiff filed her complaint on April 20, 2020. Plaintiff was unable to electronically file her income tax returns for 2012-2016, so she delivered the income tax returns to th...
September 28, 2021 - Volume 15 Issue 184Print Report
Under a plan of reorganization, Y acquired all the stock of Z in exchange solely for part of the voting stock of Y. At the closing date, the shareholders of Z receive...
M owned 77 percent and T owned 23 percent of the stock of C. The brothers and C signed a Stock Purchase Agreement, (the "Stock Agreement"), in 2001. The Stock Agreeme...
The taxpayer, ("TP"), was a resident of the State of Maine. TP owned and operated a Connecticut limited liability company, (the "Company"), which was a pass...
We understand that there is some concern in the investment community regarding the status of DELL's private letter ruling request. Since DELL's spin-off of VMW is condi...
Lorillard Tobacco Company, ("L"),manufactures, markets, distributes, and sells cigarettes in New Jersey. In 1999, L assigned its intellectual property, includin...
Macquarie Infrastructure Corporation, (the "Corporation"),has commenced the process that will culminate, sometime in 2022,in its liquidation, with all of...
September 27, 2021 - Volume 15 Issue 183Print Report
(1) X owned portfolio stock. X acquired a new facility and borrowed to finance the acquisition, rather than sell its portfolio stock. The portfolio stock was not used...
The transactions with respect to whichthe Attorney General contends that a sales tax is due consist of sales of goods, accompanied by so-called "Instant Savings,&quo...
September 24, 2021 - Volume 15 Issue 182Print Report
X is a State X corporation. X has outstanding shares of common stock which are held by 320 shareholders. No shareholder owns 50 percent or more of X's stock. H is...
APP is a California corporation engaged in the business of furnishing and installing tangible personal property on to real property. APP was awarded a contract by a California...
It was a long time coming, but the I.R.S. finally got around to finalizing the regulations under section 301 of the Code, the section that deals with the taxation of distributi...
September 23, 2021 - Volume 15 Issue 181Print Report
C, Inc., (C), is a broadcasting company. During the years at issue, C incrementally contributed its film library to a charity described in Sec. 170(c). The film libra...
In Year 1, TP acquired newly-issued preferred stock of Corporation, ("C"). The preferred stock is not publicly traded. During Year 2, TP received four quarterly divid...
This case concerns an "EMPP" exemption for the 2020 tax year. In Michigan, all property, real and personal, not expressly exempted, shall be subject to taxation. &quo...
September 22, 2021 - Volume 15 Issue 180Print Report
A served as a "federal law enforcement officer" by being a Special Agent with a Federal agency for 23 years, retiring on December 31, 2010. During his tenur...
On April 15, 2013, PHR requested an extension of time to file his federal income tax return and paid an estimated tax payment of $20,000 for the 2012 tax year. His request did...
TP carried into the 2014 Tax Year net losses apportioned to Pennsylvania, ("PA"), in the amount of $791,244,978. For the 2014 Tax Year, TP's taxable income apport...
There are rumors circulating that Tronox Holdings, PLC, is on Apollo Global Management, Inc.'s radar. Apollo is well-known for its ability to annex businesses in which it h...
September 21, 2021 - Volume 15 Issue 179Print Report
X filed an election to be treated as an 'S' corporation effective for its taxable year beginning Date 1. In Year 1, the Regulator (R)and X agreed that X...
The Cincinnati City Council enacted CMC Chapter 313 and levied an excise tax on the privilege of installing, placing, and maintaining outdoor advertising signs in the city of C...
September 20, 2021 - The Deal Survey: September 2021Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Carvana Co. is an unmitigatedWall Street success story, as evidenced by its nearly $28 billion market capitalization. Recently, however, the company and its founders were...
The Financial Accounting Standards Board, ("FASB"), has released a proposed Accounting Standards Update, ("ASU"), clarifying the manner in which reporting e...
September 20, 2021 - Volume 15 Issue 178Print Report
Decedent died owning a greater than 20 percent interest in each of several closely-held general partnerships, limited liability companies (LLCs), and corporations. De...
Over time, C incurred various debts to A, which the couple formalized in several written documents. In early 1993, C approached A with a proposal to use a trading method she de...
Laureate Education, Inc., ("LAUR"), in connection with the sale of its Walden e-Learning, LLC unit, has adopted a plan of "partial liquidation,"pursua...
September 17, 2021 - Volume 15 Issue 177Print Report
Petitioner (P) contributed $25 in cash to RDP-3 in exchange for a 25 percent partnership interest. On September 17, 1984, RDP-3 borrowed $5.7 million in order to purc...
The Goldman Sachs Group, Inc., (GSG), and GreenSky, Inc., ("GSI"), announced that they have entered into a definitive agreement pursuant to which GSGwill acquir...
In 2014, P worked for two employers, one of which was E. During 2015, E was P's only employer. That year, P worked in the vicinity of Hobbs, New Mexico, ("H"). H...
September 15, 2021 - Volume 15 Issue 176Print Report
In 1955, WI was formed. The assets of a partnership were transferred to the corporation and all of the stock of the corporation was issued to two of its partners, the...
P filed a lawsuit against A, her employer. The complaint asserted a litany of claims focused on workplace harassment and retaliatory employment practices. P alleged that she ha...
CVE owns 100 percent of BB and S is the 100 percent owner of CVE. CVE is the sole member of CPPP. On April 8, 2011, BB purchased a 2/3 interest in an airplane from a seller in...
Applicant, ("APP"), is a limited liability company based in Missouri. APP's primary business is to design and assemble specialized, custom lighting, sound, video,...
Under Virginia law, a local governing body may require a license for certain businesses... This license is often referred to as a "BPOL." The City of Norfolk requires...
Business 1, Inc. is a State-based corporation anddoes business as a food retailer in Illinois. Business 2 is a product line currently consisting of 25 flavors. All produc...
Senators Wyden(D-Oregon) and Brown (D-Ohio), the former the chairman of the powerful Senate Finance Committee, have some "interesting" ideas for raising revenue...
September 13, 2021 - Volume 15 Issue 174Print Report
D is a domestic corporation engaged in Business X and Business Y. As of Date M1, D had approximately 5,376,503 shares of common stock outstanding. D's common stock is widel...
September 10, 2021 - Volume 15 Issue 173Print Report
In 1971, TP, an individual, became a teacher at SC, a parochial school in Philadelphia. At the time of her initial employment, she had graduated from high school and...
Applicant, ("APP"),is a Missouri public school district. APP provides primary and secondary public education. APP recently purchased a property that APP intends...
Virginia Code section 58.1-301 provides...that the terminology and references used in Title 58.1 will have the same meaning as provided in the Internal Revenue Code "unles...
In 2014, D received an implausibly low property tax bill for her waterfront property. D timely paid the bill. The next year the Appraiser discovered thaterrors affecting...
September 9, 2021 - Volume 15 Issue 172Print Report
S is a corporation engaged in an ongoing business. As of June 29, 1982, all of the outstanding stock of S was held by S's Shareholders. S's Shareholders are comprised o...
P is a former national sales director for MK. P was entitled to participate in MK's deferred compensation program, known as the FSP. In 2008, two years before she reached t...
Company provides cable television services. Subscribers first choose one of a number of service packages offered by Company, all of which share similar elements, (a "Basic...
RH and G are both tax-exempt charitable organizations. RH owns a residential property, known as "VH," which it leases to G. VH houses up to five men at a time. VH pro...
September 8, 2021 - Volume 15 Issue 171Print Report
Y, a controlled foreign corporation, (CFC), is a wholly-owned subsidiary of X, a domestic corporation. Y adopted a plan to provide retirement pension benefits to its employees,...
During 2014, P was issued a Form W-2 from his employment with the Los Angeles Community College District, where he taught English online through West Los Angeles College. He wa...
During the time period at issue, Xerox Corporation, ("X"), offered a variety of distribution agreements to meet its customers' needs: purchase agreements, finance...
Should an Illinois, ("IL"), employer withhold IL income tax from an employee who does not work or reside in IL? The answer is no. Section 701 of the IL Income Tax Act...
When S failed to pay employment taxes due for 2013, the I.R.S. provided notice to S of its intent to issue a levy. After receiving a levy notice the taxpayer has the right to r...
T, an individual, owns the "Property," located in Terre Haute, Indiana.The Property is used as a church and has been tax-exempt since it was established in 1925...
September 3, 2021 - Volume 15 Issue 170Print Report
Does a change from "open transaction" treatment to "realization" treatment constitute a change in method of accounting under Sec. 446? It does. See CCA 2014...
September 2, 2021 - Volume 15 Issue 169Print Report
Sec. 162(a) of the Internal Revenue Code provides that there shall be allowed as a deduction all of the ordinary and necessary expenses paid or incurred during the ta...
For the 2009 and 2010 tax years, JR prepared tax returns for two individuals and their related companies. After determining that the tax returns understated taxes, the I.R.S. a...
Section 4051(a)(1) of the Code provides: "There is hereby imposed 'on the first retail sale' (after production, manufacture, or importation) of the following artic...
September 1, 2021 - Volume 15 Issue 168Print Report
TP Corporation, (TP),owned S Corporation, (S), which owned T Corporation, (T). Pursuant to a stock purchase agreement entered into on Date 3, S sold the stock o...
The California Constitution vests in the Legislature the "plenary power, unlimited by any provision of this Constitution, to create and enforce a comple...
On December 31, 2018, the subject property, (the "Property"), had an office building with 33,000 usable square feet. The Property is the subject of an agreement, (the...
X participated in the organization of Y, a nonprofit corporation formed for theexclusive purpose of providing current and retired employees of X the opportunity...
Petitioner manufactures and sells plastic packaging. Petitioner generates most of the electricity used to power its manufacturing equipment on-site using a solar array and a ge...
The Centers For Disease Control and Prevention, ("CDC"), has imposed a nationwide moratorium on evictions of any tenants who live in a county that is experiencing&nbs...
M was a residential real estate developer. In 1983 he began his own home building company, which came to comprise a variety of entities, (the "M entities"). In March...
Minnesota, ("M"), imposes either a sales tax or use tax on the purchase of aircraft. See Minn. Stat. section 297A.82. M also imposes an annual tax on aircraft under M...
A owned a parcel of unencumbered real property that is beingused in A's trade or business and thathad an adjusted basis of $50x. For $5x, A granted B...
TP is a Washington development company. TP builds new homes and sells them to individual buyers. On May 4, 2016, TP sold real property, ("Property"), to B. B provided...
Section 864(c)(8) of the Internal Revenue Code generally provides thatgain or loss derived by a foreign person on the sale or exchange of an interest in a partnership eng...
Walmart, Inc., ("W"), owns real property improved by Supercenter stores, (the "Properties"). W alleges that the Counties discriminated against the company b...
X is the common parent of an affiliated group which has filed consolidated returns for taxable years immediately preceding the taxable year in question, and X is requ...
Daily Mail & General Trust plc, ("DMGT"), has a history of sharing its largesse with its shareholders and, apparently, is in the final planningstages of doi...
PS is a Pennsylvania non-profit corporation. PS is exempt from federal income tax as a charitable organization under section 501(c)(3) of the Internal Revenue Code. PS provides...
In October 2011, P received an offer from ACF to work in Afghanistan, ("A"), She accepted it at once. P's house in Texas was completed in October 2011. She regist...
The limited partnership was formed to acquire, develop, and sell real property. Most of the necessary capital was acquired from cash invested by the limited partners...
In December 2015, P bought the "Bp" and filed a "PRE" affidavit with respect to the Bp. However, on the affidavit, P listed his parents' address as his...
On July 1, 2019, the Department adjusted the net operating loss, ("NOL"), calculation for TP's tax year ending December 31, 2017. This adjustment was based on the...
X is an active State A corporation. It is the common parent of an affiliated group filing consolidated incometax returns. Prior to the consummation of the trans...
Monmouth Real Estate Investment Corporation, ("MNR"), had reached an agreement to be acquired by Equity Commonwealth, ("EQC"), but Starwood Real Estate Inco...
TP owned a parcel of real property in Washington, (the "Property"). On or about July 22, 2017, TP transferred a strip of the Property to Gs, owners of an adjacent par...
P owns all of the stock of 12 domestic subsidiaries that provide professional services. Together the 12 subsidiaries have a significant volume of independent homogene...
In 2009, PC was incorporated. During its existence, PC did not have any gross receipts. On October 24, 2009, U signed a stock subscription agreement with PC...
P filed a Form 211 whichthe I.R.S. Whistleblower Office, (the "Office"), received on February 6, 2009. P identified Target, ("T"), that developed cond...
Petitioner (P) and his wife began living apart on April 11, 1964. In June 1964, they executed a written separation agreement. As of the end of 1973, the year at issue...
August 20, 2021 - The Deal Survey: August 2021Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
In or around 1980, petitioners purchased an 88.81-acre parcel of land in Greenville, New York, (town). Petitioners reside in a single family residence on that propert...
During 2015, petitioner lived with and cared for her mother at petitioner's home. Petitioner received compensation for the care of her mother through an agency, IL, which w...
During 2014 and 2015, MRS received wages for which her employer issued Forms W-2. MR was employed as a car salesman at S, an automobile dealership. S paid MR commissions for th...
BSI is an Oregon limited liability company formed to own "the aircraft." BSI purchased the aircraft in 2003 for the private use of Mr. B, an Arizona resident. BSI reg...
TP is a U.S. corporation that is a member of an affiliated group, ("Group"). Group develops, manufactures, and distributes medical care products, including branded pr...
From 2007 to 2017, F embezzled over $19 million from his former employer, NCI. F pleaded guilty to one count of wire fraud. The district court ordered F to pay restitution in t...
TP is a limited liability company. TP is an indirect subsidiary of P, which is a REIT. TP intends to make an election to be taxed as a REIT. TP leases systems composed of perma...
Applicant is an apparel and promotional products distributor located in Missouri with only one office location. Applicant has a customer whose corporateheadquar...
Recently, Performance Food Group, Inc., ("PFG"), and Core-Mark Holding Co., ("CM"), entered into a plan and agreement pursuant to which PFG will acquire CM...
P is an architectural, urban planning, and engineering firm. It was a New York limited liability partnership. SD was formed as a Delaware corporation on June 28, 2004. On or ab...
On Date 1, a Stock Option Agreement (Option Agreement) was entered into between PU and representatives of the shareholder that controlled the majority of TP's sto...
Petitioner, ("P"), timely filed Form 1040 for 2013. She reported tax of $63,632 and she claimed a foreign tax credit of $63.632 to offset this tax. P attached Form 89...
P is a broadcasting company for a local television station. P had three NYSEGaccounts for its purchases of electricity. The auditor determined that additional tax was due...
The Fifth Amendment to the United States Constitution provides, succinctly: "Nor shall private property be 'taken' for public use without just compensation."...
Petitioner, (P), his wife, and their four children resided in Minneapolis. P's wife is the widow of P's half-brother, who was the biological father of the fou...
Taxpayer, ("TP"), installed a bottling line at a bottling plant located in Washington. TP contemplated that the production line would be placed in service and product...
Petitioners incurred more than $100,000 in credit card debt. The amount by which their debt exceeded the amount paid was $77,265. Petitioners did not include this amo...
On May 4, 2006, P, F, and M formed FS as a Delaware limited liability company, (an "LLC"). On June 30, 2008, FS converted to a C corporation, under the name FSII. On...
Almost every deal involving a combination of cash and stock consideration nowadays is structured as a so-called "back-to-back" series of mergers. In these transaction...
TP is a domestic corporation that provides a wide variety of financial services in the U.S. and throughout the world. TP is a wholly-owned subsidiary of P. TP and P i...
Generally, Alabama's legislature allows an income tax credit for a licensed Alabama physician who practices medicine; and "resides in a community" that has less t...
Those who overpay federal income taxes may apply to the I.R.S. for a tax refund. A claim for refund generally must be filed "within three years from the time the return wa...
In 2016, TP purchased a vacation home in Hawaii. In each of the years 2017-2019, TP spent time in Hawaii ranging from three to four months. In late December of 2019, TP travele...
MO is an Ohio limited partnership that was organized in 1986 with two partners: MOG, the general partner, and MML, the limited partner. Each held a 50 percent interest in MO.&n...
The battle for Kansas City Southern, (KCS), is by no means over. The jilted suitor, Canadian Pacific Railway, Ltd., (CP), has increased its offer and is convinced that its prop...
APP was a Virginia limited liability company whose sole member was DR, a Delaware limited liability company. APP and DR were both members of the DI consolidated group. On Janua...
DraftKings, Inc., ("DKNG"), continues to grow by leaps and bounds. It is certainlynot averse to using its stock to make acquisitions, and its latest acquisition...
At the time of her death, HE was lifetime beneficiary of a trust, (the "G" trust) that had been created upon the death of her husband, DG. After HE died in 2015, the...
A is a partner in partnership X, (X). In 1979, pursuant to an agreement between A and X, A received $500x as a "finder's fee" for obtaining acceptable applicants...
B and R, CPAs, conducted business as a partnership and prepared tax returns for individuals, partnerships, corporations, and fiduciaries. For the years 2013 and 2014, Petitione...
Between August 2013 and August 2016, the I.R.S. filed special notices of federal tax liens in accordance with section 6323(f) of the Code with the Secretary of State of Connect...
Petitioner, (P), was organized on September 6, 1957. P's principal business was the compilation and distribution by mail to its customers of charts containing confidential...
TP is a State A corporation whose common stock is widely held and publicly traded. On Date 2, TP acquired the stock of Target. In order to fund a portion of the purchase price...
BNSF Railway Co., ("B"), owns property in various California Counties, (the "Counties"). B alleges that the Counties are taxing its property at a higher rat...
In 2012, N owned both a direct interest in CL and an indirect interest in that entity through an ownership interest in LS, for a total ownership interest of 42.575 percent. CL...
Senator Wyden (D-Oregon), the powerful chairman of the Senate Finance Committee, has introduced legislation, "the Ending the Carried Interest Loophole Act," (the &quo...
Penn National Gaming, Inc., ("PENN"), and Score Media & Gaming, Inc., ("SCR"), recently announced that they have entered into a definitive agreement &qu...
The taxpayer is a magazine publisher that reports its income for federal income tax purposes on an accrual method of accounting. The taxpayer offers subscribers an opportunity...
The instant matter involves a dispute between Petitioner, ("P"), and the Commonwealth of Pennsylvania over a Transfer Tax assessed on a deed, ("Deed"), from...
The taxpayers, a husband and his wife, filed a joint Virginia resident income tax return for 2012. During that year, the husband realized gain from the sale of real property in...
Taxpayer, headquartered out-of-state, sells its products to distributors throughout the country, including in Washington. Taxpayer provides "inventory pricing adjustments&...
S is a crime fiction author. S received income for her books through contracts with publishers. S was required to write an original manuscript for a book. If the manuscript was...
C was organized in March 2000 by P, B, and K (petitioners). C elected to be taxed as a partnership. Petitioners incorporated EG in Montana in August 2000.
...
MIM was established by MJ and JW in 2014. TML was established by MIM, RB, and EL for the purpose of purchasing, developing, and selling the subject property. MIM owned a 42 per...
Section 170(a) of the Internal Revenue Code provides the general rule that a deduction is allowed for a charitable contribution made within the taxable year. Section 170(f)(3)(...
A's principal residence was destroyed in September 1991 by a tornado that was subsequently declared a disaster by the President. In the same year, A received insurance proc...
This case began in 2011 when M sought an exemption from ad valorem tax on natural gas owned by M but shipped in a third party's pipeline and stored in the pipeline company&...
TP is a licensed contractor with an electrical specialty. TP considers itself to be the user or consumer of all materials installed in the real property of its customers and pa...
Taxpayer is a Virginia company engaged in harvesting forest products, sawmill operations, and farming. The auditor found that Taxpayer made tax exempt purchases of lime and two...
The statute exempts from the use tax: "Property sold to a person engaged in a business enterprise and using and consuming the property in the tilling, planting, caring for...
ABC is a partnership and is registered with the S.E.C. as an open-end diversified management company. The partnership agreement provides for two classes of general partners: (1...
In early 2009, MC rolled over $325,308 from a traditional IRA to a SIMPLE IRA. Plaintiffs dispute that this was a rollover, and instead claim that the transaction was a "t...
KC, the "Debtor," filed thisChapter 7 bankruptcy case on December 23, 2020. Before the petition date, the Debtor and his non-filing spouse, CC, filed a joint fe...
Bioventus, Inc., ("BVS"), and Misonix, Inc., ("MSON"), announced that they have entered into a definitive agreement in connection with which BVS will acquir...
During the year in issue, P lived in a 1,288-square-foot, two bedroom apartment; she paid $27,447.76 in rent for the apartment that year. P was employed as an account executive...
M began an M.B.A. program at the Kellogg School of Management at Northwestern University in the fall of 2014. Prior to receiving his degree, M was employed as a Senior Consulta...
The taxpayers are the general partners in a limited partnership formed to purchase, develop, and operate a shopping center. The partnership agreement specifies the taxpayers...
We have seen any number of foreign corporations "domesticate" by means of a merger of the foreign corporation with and into a newly created (almost always) Delaware c...
TP is a limited partnership. TP has leased the Business Premises since Year 1 and extended its lease on Date 1. On Date 2, State Agency informed the landlord that it...
The taxpayer, a veterinary office in Virginia, was assessed sales tax on sales made to customers independent of the provision of professional services on which saidtax wa...
L is a "commercial paper conduit" and wholly owned subsidiary of GSS. For tax purposes, L is a flow through partnership, in which GSS is a partner. In 2011, L filed a...
W was the sole owner and beneficiary of an offshore trust. Section 6048 of the Code requires U.S. owners of a foreign trust to ensure that the trust files an annual return, see...
Plaintiffs, residents of Tennessee, were shareholders of JBS, incorporated in Tennessee and taxable as an 'S' corporation for Federal and New York State incom...
Around 2014, P began working as a nurse at the VA hospital in Louisville, Kentucky. P worked full time at the VA hospital through at least 2018. When she began working...
P received an undergraduate degree from the University of California, Berkeley in 2011. After receiving his degree, P worked as an investment banking analyst at Goldman Sachs f...
Benefit Street Partners Realty Trust, Inc., ("Parent"), and Capstead Mortgage Corporation, (the "Company"), announced they have entered into a definitive me...
At all relevant times, petitioners have owned the Oakland Gardens property (OG), and have used it as their primary residence. In June, 2005, petitioners entered into...
An affiliated group that does business in Virginia, (the "Virginia Group"), files its Virginia corporate income tax returns on a separate entity basis. Affiliate A is...
The Indiana Video Service Franchises Act of 2006, (the "Act"), regulates the way cable television companies do business within the Hoosier state. Anyone offering &quo...
TPs operated a group home for foster children during the years in question. The group home provided care for handicapped children, and the number of suchchildre...
TP owns two facilities (Unit 1 and Unit 2) located at an energy generating station (Station) in State. An unrelated entity, Entity B, owns a third facility (Unit 3) at Station....
P operates a manufacturing facility within a designated Empire Zone. P seeks a refund of Empire Zone investment tax credits, ("EZ-ITC") in the amount of $219,684,307...
Corporation A, (CA), is an investment company registered with the S.E.C. CA is incorporated in State X and engages in business as a diversified, closed-end management...
In 1951, Florida ceded to the federal government exclusive jurisdiction over an area of land, which became Eglin Air Force Base. The Deed provided that the property was exempt...
QTS Realty Trust, ("QTS"), is being acquired by an affiliate of Blackstone in a mannerthat, at least in the REIT world, is quite commonly employed. In short, QT...
Partnership (PS) is an equal general partnership owned in equal proportionsby A and B. During Year 1, PS distributed a total of "$g" to A and B and in...
Plaintiff, a participant and beneficiary in the Pfizer Consolidated Pension Plan, (the "Pfizer Plan"),alleges that Defendants, the Pfizer Retirement Committee a...
July 22, 2021 - The Deal Survey: July 2021Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
F held a 50 percent shareholder interest in AE, an 'S' corporation. On a 2015 Form 1120S, AE reported $6,755,527 in gross receipts and $6,379,331 in cost of goods sold....
P jointly owned two brokerage accounts, one with each of his sons, DAV and DAN. Each of the accounts generated foreign source income during tax year 2016. The Canadian Governme...
OTR Living Water Ministry, ("OTR"), seeks exemption from real property taxation for parcel number 081-0004-0029-00. The subject property is improved with a three-stor...
Company, (C), is a domestic corporation. C has outstanding 9,981,537 voting common shares, 148,414 Series A shares, 257,269 Series B shares, 472,048 Series C shares,...
C manufactures aluminum. For its manufacturing process, C purchased the "items" from Kentucky vendors. C paid the sales and use tax to the vendors. Because C believed...
L was incarcerated from April 2013 to June 2015. In May 2013, he executed a Universal Power of Attorney appointing KB as his attorney in fact. While incarcerated, L directed KB...
Macquarie Infrastructure Corporation, ("MIC"), recently issueda preliminary proxy statement in which it discusses, in some substantial detail, the steps of the...
Taxpayers (TPs) reside in Ohio with their adult son, Tony, who is 30 years old. Tony has been severely handicapped since birth. Tony is unable to provide for his own&...
Plaintiff, ("P"), is a U.S. citizen. In 2015 and 2016, he lived in Australia while working for a defense contractor. P filed timely Form 1040 for tax years 2015 and 2...
On November 12, 2018, P sent the I.R.S. a Form 1120X for its fiscal year that ended February 2015, ("Tax Year 2014"). The amended return requests a refund. The amende...
On February 24, 2006, the Ns granted a mortgage to CB on their property. The mortgage was duly recorded. In subsequent years, several federal tax liens pursuant to section 6321...
TPs attempted to file an extension to file their Return for 2018. In addition, they made an estimated payment of $4,200 by the May 15, 2019 deadline to pay Louisiana personal i...
Taxpayer, ("TP"), is the common parent of a worldwide group of foreign and domestic affiliates. TP owned all of the membership interests in DE1, a disregarded entity....
Perrigo Company plc, ("PRGO"), has had a cloud hanging over it for nearly three years in the form of a 1.636 billion Euros income tax deficiency assessed by "Iri...
TP owned improved real estate used in its trade or business in city X. Dangerous chemicals were released in the city whereTP's property was located. A gover...
T is an insurance company and is not subject to the corporate franchise and income tax imposed by Part 11 of the California Revenue and Taxation Code, ("CRTC"). T was...
As of April 20, 1982, C and D were eachpartners in general partnerships P1 through P12; and trusts T3, T4, and T5 werepartners in each of P1, P2, P4, P5,...
Bonanza Creek Energy, Inc., ("BCEI"), and Extraction Oil & Gas, Inc., ("XON"), are in the process of meeting the prerequisites that will enable the comp...
A is a subsidiary of an infrastructure industry conglomerate, B. A leases access and scaffolding systems in Illinois. Generally, afterthe lease expires, possession of the...
K willfully failed to file "FBAR" for 2008 as required by 31 U.S.C. section 5314. The FBAR should have reported two bank accounts held by K at Credit Suisse. The aggr...
Rev. Rul. 56-136, 1956-1 C.B. 93, holds that commitment fees incurred pursuant to a bond sale agreement under which funds for construction are made available in speci...
Plaintiff, ("P"), operated 31 stores in Michigan. P produced advertising materials that were delivered to its Michigan customers through the mail. P designed the adve...
Liberty Mutual Holding Company, Inc., ("LMHC"), State Automobile Mutual Insurance Company, ("SAM"), and SAM's 59-percent owned subsidiary, State Auto Fi...
X, a corporate trustee for a public utility engaged in the production of electric power (power company), purchased various tracts of land on behalf of the power compa...
Recently, Knight-Swift Transportation Holdings, Inc., ("KNX"), acquired 100 percent of the outstanding stock of AAA Cooper Transportation and an affiliated entity, (&...
Taxpayer, ("TP"), timely filed her 2016 Alabama individual income tax return in which she requesteda refund of $2,112. The Alabama Department of Revenue, (the &...
APPs were LLCs organized in Louisiana. APPs were not registered to do business with the California Secretary of State. Hotel #3 was organized to invest in IC, a California LLC...
F is engaged in acquiring large tracts of unimproved real estate and developing those tracts into recreational and retirement communities. GF was organized to insure...
In 2019, Pfizer, Inc., ("PFE"), and GSKcontributed "our respective health care businesses into a JV." These businesses had been conducted by each of G...
Taxpayers, ("TPs"), timely filed their 2017 Alabama individual income tax return on which they requested a refund. The refund request was generated by a $3,000 tax cr...
KA is an ordained bishop and a full-time pastor of the New Horizons Church. The As reported a total income of $53,560 in 2017 and $64,090 in 2018. Each tax return filed contain...
In July 2014, the "BLLCs" contracted to sell three senior living facilities located in Montgomery and Baltimore Counties. The buyer of the three facilities was B. The...
Distributing, ("D"), is a publicly traded State A corporation and serves asthe common parent of a group of domestic affiliated corporations, (the "D Group&...
On Date 1, Y received, in exchange for the performance of services, "X" shares of Employer common stock granted to Y by Employer, subject to "a substantial risk...
In 2009, W began working as a revenue agent for the I.R.S. His "post of duty" was the I.R.S. examination office in Laguna Niguel, California, ("LNC"); it wa...
The taxpayer, a domestic corporation,provides fiduciary and administrative services to individual and corporate retirement plans. With respect to the IRAs it se...
In 2015, WR sold a tract of timberland to the USFS. The property had been designated by the county as "forestland" and, therefore, subject to a lower tax rate than no...
The Constitution of the State of Virginia provides that "all property, except as hereinafter provided, shall be taxable." The Constitution authorizes limited exemptio...
B owns and operates BSR. BSR offers lodging accommodations, upon which sales B collects both Use Tax and Sales Tax. At booking, B assesses guests the "Resort Services Fee,...
The Government brought this action against S for failing to report his relationship with a foreign financial agency as required by 31 U.S.C. section 5314, (i.e., "FBAR&quo...
On June 17, 2020, the Taxation and Revenue Department, (the "Department"), issued a Notice of Assessment of Taxes and Demand for Payment to TP. J, TP's spouse, wa...
The I.R.S. assessed FBARpenalties pursuant to section 5321(a)(5) for G's non-willful failure to files FBARsreporting his financial interest in foreign bank acco...
The Airport sits on a 325.614-acre parcel owned by the state of Ohio. Ohio State University, ("OSU"), Airport operates as a full-service airport. It also qualifies as...
TP is a trucking and excavating company based in Indiana. The Indiana Department of Revenue, (the "Department"), assessed use tax on several items purchased by TP. TP...
Distributing, (D), owns all the stock of Controlled, (C). C conducts a real estate construction and development business. The other subsidiaries of D, which is a holding compan...
We are asked, the Court said, to decide whether the Federal Government can constitutionally confer on pipeline companies the authority to condemn necessary rights-of-way in whi...
DA assumed ownership of IRA X upon DA's spouse's death. On Date 1, DA named Trust T as the beneficiary of IRA X. On Date 2, DA executed a power of appointment over Trus...
TPB is a corporation for tax purposes. On Date 1, TPBwas insolvent, and on that date, the FDIC took receivership of TPB. Between Date 1 and Date 2, TPB's income taxes...
In 1973, TP purchased an office building for the purpose of leasing space to tenants. TP felt renovation of the building was needed in order to get it "in more rentable co...
As contemplated by the merger agreement, the board of directors of International Seaways, Inc., ("ISI"), has declared a "contingent special dividend" amount...
The Greenville County Council, ("GCC"), enacted the two ordinances at issue in 2017. Ordinance 4906 was enacted "to change the road maintenance fee to...$25.&quo...
In 1978, the taxpayer realized a gain on the involuntary conversion of its property. On its 1978 income tax return, the taxpayer elected to defer recognition of the gain under...
P owned an interest in C, a partnership. Ps filed a joint 2006 Form 1040, wherein they reported $1,531,256 of capital gain on line 13. They listed the same figure on line 12 of...
On September 5, 2017, Taxpayer quitclaimed her interest in the real property, (the "Residence"), to Buyer 1 and Buyer 2. The Department of Revenue determined that the...
Sec. 1033(a)(2)(A) of the Internal Revenue Code provides that if property is involuntarily converted into money, and the taxpayer during a specified replacement period, for the...
Taxpayer, ("TP"), offered bachelor's and associate's degree programs, which included some general educational requirement courses required for finishing the d...
Performance Food Group Co., ("PFG"), and Core-Mark Holding Co., ("CM"), have entered into a plan and agreement pursuant to which PFG will acquire CM in a &q...
USV is a privately held corporation. One aspect of its business is to produce and sell motor fuels. Since 2012, USV has commonly added butane to the gasoline it produces and se...
Petitioner, (P), was engaged in the banking business in Kentucky. It was the custom of P to make a charge for the collection of checks drawn on it and sent from other...
P's customer base is primarily utility companies. P engages in several activities to serve these customers, including well pad construction...and other...trucking or transp...
During the tax year at issue, the Ss maintained a personal residence in Las Vegas, Nevada, while MS worked in Arizona. His employer paid him an expense reimbursement at a daily...
Space Age Fuels, Inc., (SA), is a retail and wholesale seller of fuel. SA is incorporated in Oregon and maintains its principal place of business in Oregon. Approxima...
P is an 'S' corporation headquartered in Wisconsin. Pis engaged in the business of commercial printing of "printed materials" to customers throughout th...
TP is an unincorporated business tax, ("UBT"), filer and receives an annual Relocation Employment Assistance Program, ("REAP"), credit for consulting servic...
Taxpayer, ("TP"), a 'C' corporation, is in the business of manufacturing "Class of Products" as prescribed by third-party health care providers. Spe...
Taxpayers, ("TPs"), are in the business of providing communication services through commercial communicationsatellites and other infrastructure, (the "Sate...
On or about Date 1, Company, (C), made an offer to purchase up to #1 shares of its common stock and up to #2 shares of its Class A common stock for Amount 1. C's...
In 2009, P purchased 27 investment properties on which he assumed outstanding loans totaling $1,714,520. All of the loans were held by the same bank, (the "lending bank&qu...
The taxpayer, who has been engaged in the practice of anesthesiology for several years, suspended practice indefinitely because of substantialincreases in premi...
The Agricultural Labor Relations Board of California, (the "Board"),has promulgated a regulation providing that the self-organizing rights of employees include...
On Date 1, TP entered into an Agreement and Plan of Merger with B (Agreement 1) to acquire the stock of B. Under the terms of Agreement 1, B was permitted to consider...
From its opening in 1963 until August 2016, low grade iron ore was mined on the property at an average of 5.5 million tons per year. During that period of time, the property on...
In January 2018 the Borough assessor valued the Fort Knox Mine--owned by FGM--at $673.1 million and assessed property taxes accordingly. Of that value, $655.3 million derived f...
Distributing, (D), is a State X corporation. D is engaged in two businesses: MB and EB. D has a single class of common stock outstanding, all of which is held by SHA. Employee...
L Brands, Inc., ("L"), has decided to divest its Victoria's Secret operation in a tax-efficient manner, i.e., by means of a tax-free spin-off of such operation to...
The taxpayer filed a 2018 Corporate Application for Refund Carry Back of Net Operating Loss, claiming a net operating loss deduction for the 2016 taxable year by carrying back...
Vivendi S.E., ("V"), currently owns 80 percent of the Ordinary Shares of Universal Music Group B.V., ("UMG"), and a consortium led by the Tencent group owns...
June 22, 2021 - The Deal Survey: June 2021Print Report
Welcome to this month's summary of deals. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
X, an attorney, was admitted to practice law in Z in May 1987. In September 1986, X began employment as an associate attorney with a law firm. In June 1988, accepted employment...
Petitioner, ("P"), is a Kansas limited liability company with a principal place of business in Florida. P does not maintain an office in New York State. P does not ha...
Virtual currency is a digital representation of value that functions as a medium of exchange, a unit of account, or a store of value other than a representation of the U.S. dol...
As originally enacted, the Affordable Care Act required most Americans to obtain minimum essential health insurance coverage. The Act also imposed a monetary penalty on individ...
Schwab Charitable Fund, ("SCF"), is a 501(c)(3) public charity that sponsors a donor-advised fund. The fund allows donors to make tax-deductible charitable donations...
For the past 11 years, petitioner, (P), has been employed as an internal revenue officer by the I.R.S. in New Jersey. On January 21, 2005, P purchased a "residential condo...
Oil and gas producers in Alaska have been subject to an annual production tax since 1977. The statutes have included a variety of credits that North Slope producers may obtain...
The Chapter 7 Trustee objected tothe claim of exemption of debtors JST and SFB in the asset known as "the Inherited I.R.A." The Inherited I.R.A. was a...
A client will be selling paper currency to customers located in Illinois. The currency to be sold was generally issued by a nation or by a state's government. The currency...
TP began incurring losses and generated a net operating loss (NOL) carryforward in its tax year ending Year 1. On Date 1, TP filed a voluntary petition in bankruptcy...
Mr. Mark Staples, ("S"), worked for the federal government until 2012, at which time he retired therefrom due to a disability. In that same year, he began receiving d...
A purchased the Aircraft in Ohio and stored it in Maryland, his place of residence. He did not pay any sales and use tax for the Aircraft in either of Ohio or Maryland. During...
Texas has authorized O to operate public open-enrollment charter schools and provide public education... Part of O's main campus is located on property it does not own but...
E's 2017 tax return reported a loss of $1,419,373. Several months after filing its 2017 return after the close of its 2017 fiscal year on March 31, 2018, E filed an amended...
During 2008, Petitioner, (P), was an employee of the U.S. Air Force, and MS, his wife, was an employee of BT. P and MS permanently separated in January 2009 and were...
Debtors filed a Chapter 7 bankruptcy petition on April 2, 2020. Prior to the filing of the bankruptcy, Decedent died on February 5, 2020. The Decedent owned a 401(k) account wi...
Decedent, a New Jersey resident, died testate on March 4, 2014 from a natural gas explosion which occurred when a utility company struck a gas line while performing underground...
More quickly than we thought possible, Macquarie Infrastructure Corporation, ("MIC"), has announced the culmination of its "strategic alternative process" b...
Pursuant to a plan of reorganization, all of the stock of Y was acquired by X solely in exchange for voting stock of X. The plan included an agreement that the shareh...
The Internal Revenue Servicewill issue favorable rulings regarding the application of Sec. 355(a)(1)(D)(ii), relating to the retention by D (in a transaction intended to...
APP is a manufacturer of drywall finishing products. APP purchases an item designated as a "roll lifter." The roll lifter is designed to pick up rolls of raw material...
P and S were U.S. corporations filing consolidated federal incometax returns. All of the outstanding stock of S was held by P. In 1971, S and T, an unrelated U....
A is an inventor and registered patent attorney. He practices law through his firm, APPA, an 'S' corporation of which he is the sole member and owner. In 2005, he devel...
TPAtimely filed a Form 3115 to change its method of accounting for depreciation with respect to certain property beginning with the taxable year beginning January 1, 2020...
In March 2010, P's former spouse filed for divorce. As part of the divorce proceedings, P and her divorce attorney participated in mediation. In May 2012, P's divorce a...
Petitioner provides marketing and customer relationship consulting services exclusively to businesses in the automotive industry, primarily car dealerships. Petitioner uses its...
Petitioner, (P), graduated from Cornell University (CU) in May 1981 with a Bachelors degree in operations research. Following graduation, P was employed by Xerox Corp...
Before 2016, Plaintiffs, ("Ps") resided out of state and had "no personal or financial connection to Oregon." On January 3, 2016--still residing outside of...
The question is whether the I.R.S. correctly computed the allowable foreign tax credit, ("FTC"), for 2014. During 2014, H received wages of $74,680 for services perfo...
In May 2011, SW completed an acquisition of AT. Despite the merger, the two airlines continued to file separate air carrier reports with the Department of Revenue, ("DOR&q...
Petitioner, ("P"), is a commercial real estate company that acquires and manages commercial properties throughout New York City. P purchases electricity and electric...
RL was a closely-held corporation engaged in the mortgage banking and themortgage servicing business. RL serviced mortgages as agent for insurance companies and...
The City, on July 6, 2020, passed Ordinance No. 126108 imposing a payroll expense tax, ("PET"), on certain entities engaged in business in the City of Seattle. Ordina...
In 1970, P, a domestic manufacturing corporation, formed S, a wholly-owned domestic corporation, with a capital contribution of $10,000x. P and S filed their tax returns on a c...
The Debtors in this Chapter 7 bankruptcy case are husband and wife. The Debtors each claimed as exempt 100 percent of their interests in tax refunds. The Trustee objected to th...
After graduating from the University of Miami (Fla.), K worked for an accounting firm for two years and then began his own accounting practice. During the course of his career,...
QTS Realty Trust, ("QTS"), and Blackstone, ("BX"), announced that they have entered into a definitive agreement "under which Blackstone Infrastructure...
Respondent issued a notice of final partnership administrative adjustment, ("FPAA"), for the 2011 taxable year of ES NPA. The FPAA increased ES NPA's ordinary inc...
The taxpayer is a general partnership whose sole asset is an office building, which was purchased for "$x" under a contract providing for the payment of monthly insta...
Plaintiff, ("P"), is a wholesale produce distributor which purchases and sells fresh fruits and vegetables. P purchases and distributes produce to supermarkets, groce...
In February, we wrote about Macquarie Infrastructure Corporation, ("MIC"), and its ambitious plan to divest itself of its Atlantic Aviation, ("AA"), busines...
APP is a limited liability company, ("LLC"), that was organized in Arizona on January 7, 2016. APP's articles of organization list only two members, JR and DG, bo...
Pershing Square Tontine Holdings, Ltd., ("PSTH"), a special purpose acquisition company, ("SPAC"), has announced a proposed transactionthe likes of wh...
M began working as an exclusive insurance agent, on an independent contractor basis, for State Farm, (SF), in 1949. On March 1, 1977, M and SF entered into the fourth of a succ...
Petitioner, (P), is a New York corporation. W is a Delaware corporation with an authorized capital stock of 1,000 shares. Between September 27, 1933 and November 27, 1934, P ac...
P and ER co-founded WW, an 'S' corporation. During 2016, P was the sole shareholder of WW. On July 18, 2018, P filed a civil suit against ER. P alleged that ER had misa...
MoneyGram International, Inc., ("M"), offers various money transfer services to individuals and financial institutions. It contends that two of its services make it a...
The Hs own homes within Fairfax County, ("FC"). Prior to March 20, 2018, the Hs used various online marketplace platforms to rent out their individual homes for short...
TP is a REIT. TP is the managing general partner of LP and owns approximately "a%" of the outstanding common units of LP. In Month 1, TP raised capital through a publ...
Taxpayer, ("TP"), filed a Virginia resident income tax return for the 2019 taxable year, claiming a credit for income tax paid to Maryland. The Department denied the...
The Use Tax Act imposes a tax on the use, storage, or consumption of tangible personal property in this State. The Use Tax Act defines "use" as "the exercise of...
G owns and operates health clubs in Texas that sell memberships subject to a Membership Agreement. G purchased items for its health clubs on which it paid sales and use tax. Th...
R is in the business of aircraft leasing. R leases aircraft to its affiliate. On its tax year 2012 CBT return, it reported the total net operating loss, ("NOL"), carr...
In addition to the "American Families Plan," primarily dealing with the taxation of individuals and families, President Biden is proposing the "American Jobs Pla...
S and H were married in New York City in 1955 and subsequently had two children together. In 1965, they entered into a separation agreement. From that point on, S and H never r...
At the time of his death on August 13, 1967, the decedent owned 41,738 shares of C. On January 11, 1968, C was merged with and into Gulf & Western, (GW). As a result of the...
Sec. 6611(a) of the Code provides that interest shall be allowed and paid upon any overpayment in respect of any internal revenue tax. Sec. 6611(b) provides that interest start...
During 2017, P bought and sold items online, using a "drop-shipping" model in which he would purchase an item from a third party, such as Home Depot or through eBay.c...
President Biden's budget proposal contains tax provisions that would implement his vision of a "fairer" tax code; one in which "high income" taxpayers w...
ACQ is the common parent of an affiliated group that files a consolidated income tax return (the ACQ Group). ACQ does not directly own a controlling interest in ACQ Sub, but AC...
The taxpayer is a domestic building and loan association. The taxpayer sells participation interests in loans. The average contract rate of interest on the loans was lower than...
Plaintiff, ("P"), filed an Oregon corporation excise tax return on December4, 2015, for the tax year ending February 28, 2015. P filed an amended federal return...
In all of the SPAC deals we have encountered, the SPAC serves as the "issuing" corporation in the transaction. The SPAC issues its stock (and any other merger conside...
In 2007, while W was working in Cleveland, Ohio, Sherwin-Williams, ("SW"), granted her options to purchase 2,715 shares of SW common stock. W retired and moved to Flo...
A corporation has outstanding seven percent cumulative preferred stock. The preferred stock certificates contain the following provisions: (1) The holders of preferre...
Taxpayer is an accredited hospital operating in Florida. Taxpayer is renting the "System" from "Lessor," and Lessor is charging the Taxpayer Florida Sales T...
The Hertz Corporation will soon emerge from bankruptcy, seemingly healthier than it ever was. In fact, the spirited bidding for Hertz not only will permit its numerouscre...
TP is the parent of an affiliated group that files a consolidated federal income tax return. In each ofYear 3 and Year 4, TP incurred consolidated net operating losses, (...
C is the common parent of an affiliated group that files a consolidated federal income tax return. C owns all of the stock of H. T was the common parent of an affilia...
On May 21, 2021, Canadian National Railway, ("CN"), and Kansas City Southern, ("KCS"), announced that they have entered into a definitive merger agreement....
Cabot Oil & Gas Corporation, ("COG"), and Cimarex Energy Company, ("XOC"), announced that they have entered into a definitive agreement whereby the comp...
P is 36 years of age. Her annual income is above the median family income in South Carolina for her household size. P makes monthly contributions to her retirement plan of $471...
May 25, 2021 - The Deal Survey: May 2021Print Report
Welcome to our summary of deals for May 2021. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Stock in Corporation (C) was held by family members A, B, C1, and D and by Trusts 1-9 established by the family. As a result of a dispute between A, B, C1, and D and...
Between 2009 and 2012, H purchased or licensed software from the "vendors." H installed the software on its servers in the Commonwealth (i.e., Massachusetts); and the...
In July 2014, the Gs and N entered a Contract for Deed, ("Contract"), for the sale of residential property in Arizona, ("Property"). The Gs agreed to pay $1...
In 2015, APP sold to P a hotel and conference center, ("HB"), for the purchase price of $125,000,000. The HB was comprised of real property, tangible personal propert...
The Agreement and Plan of Merger, (the "Agreement"), dated May 17, 2021, regarding the Reverse Morris Trust transaction to be undertaken by T and DISCA, reiterates, i...
Petitioner provides "cycle-boat" sightseeing tours. Passengers may purchase individual tickets or book the entire boat for a group tour. Petitioner provides the drive...
On October 9, 1984, the taxpayers purchased their residence for $130x. On October 7, 1987, the mortgagee foreclosed on the residence. At the time of the foreclosure,...
Before 2017, H had a pending claim for Social Security benefits under the SSDI program for a disability from several years before. At or about the beginning of 2017, H enrolled...
Petitioner serves as the managing member of The Executive Club, LLC, which operates an adult entertainment establishment, (the "club"), in Manhattan. After guests pai...
CMI was organized on February 20, 1976. Upon incorporation, DZ was the sole ownerof all ofthe stock. On September 8, 1978, DZ transferred 1/3 of the stock...
On March 26, 2019, the Debtor, ("D"), filed this case under Chapter 7 of the Bankruptcy Code. After the filing, D and his spouse, G, filed their 2018 and 2019 federal...
Performance Food Group Co., ("PFGC"), and Core-Mark Holding Co., Inc., ("CORE"), announced that they have entered into a definitive agreement pursuant to wh...
Apparently, certain analysts were disappointed to learn that AT&T, Inc., ("T"), is divesting its WarnerMedia business through the means of a Reverse Morris...
A and B, while shareholders of U and V, entered into an agreement and plan of reorganization with W, a publicly traded corporation whose stock was listed on the Ameri...
Many health insurers provide health insurance and medical benefits programs to their members or employees, a standard part of which is a prescription drug or pharmacy benefit....
Mayo Clinic, ("M"), oversees healthcare system subsidiaries and operates the Mayo College. M is a tax-exempt organization under Sec. 501(c)(3) of the Code. The I.R.S....
The taxpayer purchased a 60-acre farm in 1928 for $60,000. In 1964, an electric power company purchased an easement along the southern boundary of the farm for the construction...
R has been a naturalized citizen of the United States since 1982. In 1998, R opened his first foreign bank account, ("UBS account"). R chose to have a numbered, rathe...
APPs filed a joint federal income tax return for 2018. On that return, APPs reported wages of $6,308; adjusted gross income of $6,308; zero taxable income; zero tax liability;...
The Anti-Injunction Act, (the "Act"), provides: "No suit for the purpose of restraining the assessment or collection of any tax shall be maintained in any court...
X corporation, ("X"), is the publisher of a local newspaper. On January 1, 1971, X entered into a contract with Y corporation, ("Y"), also a publisher, for...
Failure to file an estate tax return or pay estate tax by the relevant deadlines results in the imposition of penalties. For both late filing and late payment, penalties are ca...
Although the Financial Accounting Standards Board, ("FASB"),has not yet opined on the proper accounting for digital (or "crypto") assets, we do have s...
Plaintiff, ("P"), is the owner of various parcels in the defendant municipalities. P made a claim for a tax exemption. P's exemption application was denied. In 19...
The Taxpayer, ("TP"), operates a plant in the City that produces fertilizer additives that are sold to fertilizer companies to be incorporated into fertilizer. Raw ma...
A Corporation (A), a Delaware corporation, owns and operates a social networking website. A also provides online advertising services to advertisers. A maintains sale...
A partnership is engaged solely in the operation of a group investment program involving insured bank savings certificates. Individuals participating in the arrangeme...
During tax years 2008 and 2009, B paid approximately $180 million to acquire hundreds of thousands ofacres of minerals and lease interests in West Virginia, Pennsylvania,...
On November 28, 2011, an I.R.S. examining agent, ("EA"), sent petitioners a revenue agent's report, ("RAR"), attached to a Letter 4121 regarding petitio...
Petitioners, ("Ps"), filed Form IT-203 for 2013. The form reflects that Ps moved out of New York State on June 11, 2013. Ps filed Form IT-203 for 2014. Ps' Florid...
Alliance Data Systems Corporation, ("ADS"), announced its intention to spin-off its LoyaltyOne segment, comprising its Canadian AIR MILEsReward Program and its...
During a taxable year, the taxpayer, a land holding company whose income is primarily derived from the business of renting its land,granted a pipeline right-of-...
For a number of years before 2016, Petitioner, ("P"), was eligible for, and in fact received, Social Security disability benefits. Her eligibility ended sometime in 2...
G is a North Carolina-based corporation engaged in the business of selling tobacco products and related items. The products are delivered to G's Florida customers by common...
The beleaguered L Brands, Inc., ("LB"), announced that its Board of Directors has unanimously approved a plan to separate the company into two independent public comp...
Debtor, (D),filed a petition for relief under Chapter 13 of the bankruptcy code. On her Schedule C, D claimed exempt, as a "public assistance benefit,"...
APPs were residents of Californiathrough 2007. APPs owned all of the shares of J. On February 25, 2008, APPsdrove to Henderson, Nevada and stayed for three days. AP...
The center is owned by the foundation and is used as a fitness center. The foundation hired the management company to manage the operations of the fitness center. The Managemen...
Bonanza Creek Energy, Inc., ("BCEI"), and Extraction Oil & Gas, Inc., ("XOG"), announced that they have entered into a definitive agreement to combine i...
T Corporation, (T) sold all of its assets for cash to Z Corporation, (Z). T and Z were unrelated. The sale was made "as part of a plan" in connection with&n...
TPs are residents of State-1. In 2016, TPsearned W-2 wages. All of the wages were earned in Utah. TPs filed a Utah tax return as non-residents, reporting this income. Als...
The Partners are headquartered in Massachusetts. Each of the Partners is a corporation. Each of the Partners is a limited or general partner in T, a limited partnership. T'...
The court must determine whether the gross receipts that Cellco, ("C"), earns through providing "internet access services" can be included in the "BPOL...
TP is a shareholder in a C corporation. It was determined that the corporation paid TP'spaid TP's personal expenses from corporate accounts, and the payments were...
Y, a newly formed corporation, purchased all of the stock of X from A for cash and debt, including a subordinated debenture. Shortly after the acquisition of X stock,...
Petitioner sells and distributes terrazzo flooring supplies and natural stone countertop materials to customers in New York State. It is undisputed that these flooring supplies...
On March 22, 2020, Ohio's State Director of Health issued an Order directing that "all individuals currently living within the State of Ohio...stay at their home or at...
Petitioners owned real property in Austin, Texas (the "DCP"). The DCPwas not used in any trade or business of petitioner. The mortgage on the DCP, whi...
Petitioner intends to establish a "hydrogen distribution network" using high-pressure hydrogen supply and charging stations in New York State to supply vehicles power...
The ODP Corporation, ("ODP"), announced that its Board of Directors has approved a plan "to pursue a separation of the Company into two independent, publicly tra...
An "investment club," a partnership for Federal income tax purposes, was formed by a group of 20 individuals solely for the purpose of investing in securities. The me...
Petitioner, ("P"), retired in 2014 and became a resident of California on March 31, 2014. Prior to his retirement, P was a resident of New York State. P was employed...
S operates an indoor shooting range in Phoenix, Arizonaunder the name "Shooter's World." The transaction privilege tax is an excise tax on the privilege or...
Petitioner, ("P"), is owned by two limited partnerships, OLP and QOLP, (the "POEs"). The POEs' investment strategy is to buy equity interests in alterna...
The taxpayer, a national bank, acquired various assets and assumed certain liabilities of a liquidated national bank (the predecessor bank). Among such liabilities were certain...
Maine applies the "unitary business/formula apportionment approach" to identify the portion of income that is fairly taxable by Maine. If a group of corporations meet...
Petitioners, ("Ps"), filed Schedules C for wife's realty business and husband's consulting business, ("H"). H entered into a stock purchase agreemen...
T is a railroad that transports coal throughout various central and southern states. In 1973, Competitor ("C") was formed to develop, build, and operate the pipeline....
The Ps are victims of Bernie Madoff'sPonzi scheme and "paid millions of dollars in taxes on income that they later learned was fictitious." The Ps filed mul...
Mylan, Inc., ("M"), is a manufacturer of brand name and generic pharmaceutical drugs. It incurred significant legal expenses in preparing "notice letters" a...
Realty Income Corporation, ("R"), and VEREIT, Inc. (V), each a real estate investment trust, ("REIT"), announced that the two companies have entered into a...
T is a REIT. T has outstanding one class of stock which is traded on a national stock exchange. T owns "x%" of the stock of A. T acquired the stock in Month 1 as rent...
AG manufactures power drive gear systems. The manufacturing process requires AG to use special furnaces. The parties do not dispute that the furnaces constitute "machinery...
S, located in California, is a canner of tomato products. The taxpayer employs a representative in New Jersey. S did not maintain an inventory of products in N.J. The Director...
A taxpayer, TP, commenced pension benefits on August 31, 2002. TP is entitled to a monthly amount payable for his life. If TP's spouse, B, survives after his deat...
Petitioners timely filed a joint income tax return for 2016 reporting wages of $53,875 and a $14,000 loss on Schedule E, Supplemental Income and Loss. Petiti...
On P's amended form CT-3A for 2009, P subtracted $273,090,225 on line 15. Of the total amount, $259,649,019 represents royalty payments received by P pursuant to license ag...
In Year 1, the S.E.C. filed a civil action against Entities and certain individual defendants alleging violation of federal securities laws. The court granted the S.E...
Fortuna Silver Mines, Inc., ("FSM"), and Roxgold, Inc., ("R"), each a Canadian corporation, announced that they have entered into a definitive agreement &qu...
C is a sugar cane milling and manufacturing company. C argued that the trucks and trailers it used to transport cut cane to the sugar mill are "an integral part of the sug...
J2 Global, Inc., ("JCOM"), "a leading internet information and services company," announced its plan to separate the company into two independent publicly t...
In advance of tonight's address before a joint session of Congress, President Biden and his staff have published a "fact sheet" that provides certain details of h...
Petitioner, (P), timely filed his 2009 and 2010 Idaho income tax returns. Subsequent to P filing his incometax returns, the Tax Commission received a second pai...
The question presented is the following: Are sales of honey bees exempt from the sales and use tax as "livestock" under South Carolina Code Section 12-36-2120(4)? The...
The use-tax assessments at issue relate to N's purchases of (1) a 2015 P truck, (2) a 2013 P truck, and (3) a 2013 L truck. The L truck is designed to pick up and haul resi...
Regulations implementing the Bank Secrecy Act require that "each person subject to the jurisdiction of the United States...having a financial interest in...a...financial a...
TP, a corporation headquartered in State A, is a distributor of Product 1 and a producer of Product 2. On Date 1, TP purchased from C1 contracts that provided approxi...
The petitioner, ST, controlled several companies that provided borrowers with short-term "payday" loans. In 2012, the Federal Trade Commission, (the "FTC" o...
NB is the parent of a number of subsidiaries, including B. NB filed consolidated income tax returns on behalf of itself and its subsidiaries pursuant to a tax sharing...
H operates a retail cannabis dispensary. H sold several categories of products, including "buds." H purchased the buds from its patients-growers and did not grow any...
Mr. A operates a construction business as a sole proprietorship. Mrs. A handles the business paperwork. Plaintiffs, ("Ps"), regularly hire subcontractors as needed fo...
April 23, 2021 - The Deal Survey: April 2021Print Report
Welcome to our summary of deals for April 2021. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Herman Miller, Inc., ("MLHR"), and Knoll, Inc., ("KNL"), announced that they have entered into a definitive agreement pursuant to which MLHR will acquire KN...
TPs are engaged in the business of mining and thus both are subject to the Minnesota occupation tax. See Minn. Stat. section 298.01 subd. 4. The occupation tax, which is impose...
In order to reduce the number of its low-interest mortgages, a financial institution offered a 10-percent discount to each individual with an existing low-interest mo...
The Middleby Corporation, ("MIDD"), and Welbilt, Inc., (WBT), announced that they have entered into a definitive agreement "under which MIDDwill acquire WB...
In 1936, petitioner, (W), bought a tract of land in Port Arthur, Texas, on which was situated a building known as the LC. W's basis in the property was $47,015.13...
NASCAR Holdings, Inc., ("N"), is headquartered in Daytona Beach, Florida and sanctions races at tracks in more than 30 states, Canada, Mexico, and Europe. During the...
Just a few weeks ago, Canadian Pacific Railway, Ltd., ("CP"), and Kansas City Southern, ("KCS"), entered into a definitive agreement pursuant to which CP wa...
P and its subsidiaries "engage in fully integrated petroleum operations, chemicals operations, mining operations, power generation, and energy services." P uses deriv...
X qualifies as a regulated investment company (RIC). Y, a domestic corporation that held shares of X stock, received a distribution from X. Y did not meet the holding...
The City Code authorizes special benefit assessments against any building to which the city of W provides water and sewer service. For warehousing, the charges are calculated b...
Dell International LLC and EMC Corporation, affiliates of Dell Technologies, Inc., ("DELL"), are offering to exchange outstanding notes for "exchange notes."...
An important aspect of the transaction pursuant to which VMW will be separated from DELL via a tax-free spin-off, is that, at closing, "VMW will distribute a 'special...
On November 15, 2019, J filed for relief under Chapter 13 of the Bankruptcy Code. The United States claims a tax and interest for a total priority claim attributable to the sha...
Under Illinois law, business income from a unitary business group which is properly attributable to Illinois is subject to income taxation. Illinois allows...
Petitioner, ("P"), provides meals and management services to a fraternity, on the premises of a fraternity house at a public university, through a meals and managemen...
H appeals the district court's determination that his federal tax debts were not dischargeable in bankruptcy because H had willfully evaded paying them. H has been a self-e...
Petitioner is a software engineer. He developed software and licensed it to NPGS and NPS. During the year in issue, petitioner, age 51, was the C.E.O. and owned 48.3...
P owns a special events venue in Suffolk County, New York. It offers facilities for events and celebrations... The venue can be rented to customers with or without catering. Re...
X Corporation, (X), and Y Corporation, (Y), were each engaged in the construction business. Mr. A and Mr. B each owned, for more than five years, 50 percent of the st...
P is a convenience store chain with numerous locations throughout New York State. These locations have both indoor and outdoor seating for customers. P locates the individual 8...
With the five year anniversary of Dell Technologies Inc.'s acquisition of EMC Corporation rapidly approaching, such anniversary beingthe date on or after which a spin...
Taxpayer, ("TP"), filed a Virginia Special Non-Resident Claim for Individual Income Tax Withheld for the 2019 taxable year for taxes withheld on a distribution from a...
TP has a single trade or business in which it purchases and resells units of tangible personal property ("goods") that constitute merchandise in the hands of TP. TP d...
TP is a medical services provider. TP operates health clinics and surgery centers. TP received federal incentive payments to upgrade its physical medical records to electronic...
The Acting Chief Accountant of the Division of Corporate Finance of the S.E.C. has disclosed that, in certain circumstances, warrants issued by special purpose acquisition comp...
In 1988, A borrowed $1 million from C and signed a note payable to C for $1 million that bore interest at a fixed market rate payable annually. A had no personal liab...
TPs are a male same sex couple legally married in State. TPs wish to have a child who has as much representative DNA from the couple as possible. TPA will donate sperm and TPB&...
P was formed in Year 1. In exchange for stock in P, TP and certain other shareholders contributed cash to P on Date 2. P converted into a limited liability company on Date 3 an...
Because the foreign source income of a foreign corporation is not subject to United Statestaxation, U.S. corporations have always found it advantageous to conduct their f...
Taxpayer (whom we are assuming is a domestic corporation)acquired newly issued preferred stock of Corporation, (the "Preferred Stock"). The Preferred Stock is n...
Plaintiff, (P), was established in the last will and testament of BP, who died onJanuary 5, 1981. P formerly owned 25 percent of the stock of W and B. In 1990,...
D and G owned a Chevrolet titled in their collective names. D and G also serve as grantors, trustees, and beneficiaries for the "D and G Joint Revocable Trust," (the...
A corporation engaged in the business of banking purchased two group liability insurance policies. The first policy indemnifies the bank against damages sustained as...
This petition concerns the proper method for calculating petitioner's receipts for purposes of determining its general corporation tax and tax obligation to the City of New...
Many reorganizations feature a mix of consideration paid to the target company's shareholders. It is not uncommon, for example, for the merger consideration to consist of e...
I.R.S. Notice 2001-25, (April 8, 2021), provides guidance regarding one of President Trump's last initiatives, i.e., the institution of a temporary 100-percent deduction fo...
B is a limited partnership. During 1983 and 1984, B acquired a three-acre parcel of land ("property") and constructed a 12-story office building on the prop...
1. On Date 1, S1 and S2, each a non-resident alien individual, form X, a foreign business entity that is eligible to make a classification election described in Reg. Sec. 301.7...
Taxpayer, ("TP"), manufactures spun yarns. TP purchases special fire detection and suppression systems, ("Systems"). Systems are designed and used for prote...
Petitioner sells two automated services related to government requests for proposals, ("RFPs"). The first is its Procurement Service. A governmental customer creates...
Corporation, ("C"), is a State W professional corporation. C has been an 'S' corporation since 1985. C is authorized to issue 200 shares of common stock of wh...
International Seaways, Inc., ("I"), and Diamond S Shipping, Inc., ("D"), are each organized under the laws of the Marshall Islands. D and I announced that t...
GS is a Pennsylvania non-profit corporation with its principal office in the City of Allentown, (the "City").GS is a tax-exempt organization under Sec. 501(c)(3...
Plaintiff, ("P"), and her former husband, WH, were 50/50 owners of the Farm and SF. P and WH filed their 2012, 2013, and 2014 tax returns. The amount owed was $81,107...
Hertz Global Holdings, Inc., ("HGH"), announcedlate last week that it has selected "an enhanced proposal" from Centerbridge Partners, Warburg Pincus,...
TP is in the business of developing and selling test, measurement, and monitoring equipment. During its 1999 tax year, TP sold its printer division to another corporation for a...
D is a State A corporation the stock of which is publicly traded and widely held. On Date 1, D formed C. D contributed assets and liabilities to C representing the operations o...
M was the sole shareholder of LMI, an 'S' corporation. LMI designed, developed, produced, and sold clothing under many different brands or clothing lines. LMI followed...
In 2018, RS had not obtained health insurance. Consequently, the I.R.S. assessed a shared responsibility payment, ("SRP"), against him. On July 19, 2019, Ds jointly f...
O became licensed as a registered nurse, ("RN"), in 1999. Starting in 2005, O worked as an RN for WVC. In 2016, O's employer encouraged, but did not require, her...
During 2017, APP was a resident of Louisville, Ohio, employed by the United States Postal Service, ("USPS"). APP reported to work at the USPS office located within th...
ICLR has entered into a definitive agreement to acquire PRAHin a cash and stock transaction in which the per share merger consideration consists of (i) $80 in cash, and (...
Plaintiff, ("P"), and his wife are Canadian citizens who reside in Windsor, Ontario, Canada. They are both non-resident aliens who work in the United States under &qu...
In 1965, petitioner, (P), and two others formed PAP (the Company). P owed 10 percent of the Company's stock and was its president and general manager.
...
Petitioner, ("P"), owns and operates a recycling terminal in New Jersey, where it recycles "oily waste." When P obtains oily waste, it recycles it through a...
Houghton Mifflin Harcourt Company, ("HMH"), owns all of the stock of Houghton Mifflin Harcourt Publishing Company, ("PC"). PC has entered into an "Asse...
Sec. 1031(f) provides that an exchange will not qualify for nonrecognition treatment when a taxpayer exchange like kind property with a related person, and when either party th...
This putative class action stems from a consumer installment loan taken out by G prior to 2012. In early 2012, SB obtained a judgment against G. The judgment was levied against...
Petitioner owns commercial real estate in Charleston, West Virginia, known as the Charleston Marriott property. On February 21, 2019, petitioner filed a Notice of Intent to Fil...
SU is an 'S' corporation. SU owns an apartment building in Manhattan. SM and EM, brother and sister, own 75 percent and 25 percent of the outstanding capital stock of&n...
When their 2005 joint tax return came due, L and D could not pay the taxes owed. D was forced to set up an installment agreement with the I.R.S. Little changed in 2006. A simil...
Petitioner, ("P"), has lived in his LC home since 1990. P's wife owns two rental properties in Utah, but she sold one in 2018. Neither P nor his wife ever resided...
Ford Motor Company, ("F"), is incorporated in Delaware and headquartered in Michigan. But its business is everywhere. Accidents involving two of F's vehicles are...
Foreign Parent is a publicly traded Country Y entity that is treated as a corporation for U.S. federal income tax purposes. Foreign Parent is the parent of a worldwide group of...
Madison Square Garden Entertainment Corporation, ("MSGE"), and MSG Networks, Inc., ("MSGN"), announced that they have reached a definitive agreement for MSG...
X corporation, (X), has 3,000 shares of voting common stock outstanding. A plan of recapitalization was adopted pursuant to which X agreed to theissuance...
B had a financial interest in 14 financial accounts in the U.K. with an aggregate balance in excess of $10,000. B did not disclose the accounts to the I.R.S. The I.R.S. conclud...
At the heart of this case is Sec. 847, a statute that allows insurance companies to take an optional tax deduction, provided that they also make a corresponding speci...
Between 2000 and 2007, D took on loans (both federal and private) each semester to attend college. After graduating in 2007, D consolidated her various loans into two loans: (1...
One of the more heated takeover battles of the recent past appears to have come to a conclusion. Coherent, Inc., ("COHR"), announced that its board of directors has d...
Plaintiffs, ("Ps"), seek a refund of certain federal income tax paid during tax years 2016 and 2017. Ps retained the services of a tax accounting firm--CC--to prepare...
TP is a North Carolina corporation. On January 1, 1973, TP acquired a 1/3 interest in a German partnership, known as KG. The interest acquired was equivalent to a lim...
K is a citizen of the United States.K's parents opened an investment account at UBS and designated K as a joint owner. Following her father's death, K signed vari...
PS is primarily engaged in the business of furnishing and installing custom curtain wall on buildings. PS assembles and glazes the curtain walls at its facility, (the "Fac...
Petitioner, ("P"), is a casual dining company with restaurant locations nationwide, including in New York. It has entered into a contract with Company X, ("X&quo...
Canadian Pacific Railway Ltd., ("CP"), and Kansas City Southern, ("KCS"), announced that they have entered into a merger agreement under which CP has agreed...
A died in 1982. A's interest in X Corporation, (X), a closely held business, exceeded 35 percent of the adjusted gross estate and A's personal representative...
International Business Machines Corporation, ("IBM"), owns 100 percent of the stock of WTC. IBM operates in over 170 countries, primarily through locally incorporated...
In June 2013, the Baltimore City Council enacted an ordinance, (the "Ordinance"), that imposed an excise tax "on the privilege of exhibiting outdoor advertising...
Y requested advice on whether the Tax Cuts and Jobs Act, ("TCJA"), amendment to the deduction for wagering losses under Sec. 165(d) of the Code applies only to indivi...
Goodyear Tire & Rubber Co., ("GT"), and Cooper Tire & Rubber Co., ("CTB"), have entered into a definitive merger agreement pursuant to which GT will...
March 22, 2021 - The Deal Survey: March 2021Print Report
Welcome to our summary of deals for March 2021. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
A, B, T1, and T2 propose to form a limited partnership, P. A, B, T1, and T2 will each contribute to P shares of X common stock, stock that istraded on the New Y...
Petitioner is engaged in the business of passenger car rentals. Petitioner states that its fleet of rental cars requires, not surprisingly, "frequent maintenance and occas...
Regulations require the annual filing of an "FBAR" form for covered individuals who have "a financial interest in a financial account in a foreign country."...
Petitioner is an exempt organization under Sec. 501(c)(3) of the Internal Revenue Code; and is registered as an exempt organization for New York State Sales Tax purposes. Petit...
In a prior year, a taxpayer entered into a trust agreement pursuant to which the taxpayer transferred common stock to the trustee. The trust agreement provides that the income...
In some instances, a New York customer of P who entered into a long-term motor vehicle lease agreement with P seeks to assign that lease to another person. The assignee does no...
H is a State X corporation organized to hold all of the stock of P. H has an authorized capitalization of 10 million shares which are owned as follows: (i) 18.25 percent by cer...
The Miccosukee Tribe, (the "Tribe"), is a federally recognized American Indian tribe under the Indian Reorganization Act of 1954. C and O, a married couple with five...
P worked for Home Depot and participated in its section 401(k) plan. In 2014, he retired from Home Depot and transferred his section 401(k) plan account balance to a traditiona...
TP and Former Spouse (FS) jointly purchased the House, which they used as their marital home during their marriage. TP and FS were divorced pursuant to a Judgment of...
General Electric Company, ("GE"), has an inordinately large number of shares outstanding, approximately 8.8 billion at last count. Its board of directors hasexp...
The subject property, for which a real property tax exemption is sought, is improved with the "DRAC," which contains an indoor swimming facility, locker rooms, storag...
If a donor of an easement on a building in a registered historic district installs an accessibility ramp in order to comply with the Americans With Disabilities Act, ("ADA...
Extended Stay America, Inc., ("ESA"), and Extended Stay Hospitality, Inc., ("ESH"), have had a unique relationship that will soon be ending. The companies f...
X was engaged in the business of land development. X's assets consisted of contract receivables, developed land, and undeveloped land. Y is a wholly owned subsidi...
Petitioner, ("P"), performs general contracting and concrete placement work, ("concrete work"), for customers in New York. P purchases concrete from supplie...
On Date 1, SH, a U.S. person, transferred stock of a domestic corporation to a foreign corporation, ("TFC"), in exchange solely for "a" shares of TFC, (&quo...
Applicant is a woman-focused health and fitness club where woman can go to work out for health, cardio, and toning activities. Applicant offers 30 minute group workouts that in...
FPRprovides both employees and management of those employees to businesses in the recycling industry. During the period at issue, FPR contracted with owners of material r...
In Illinois, the ROTA imposes a tax on retailers who sell tangible personal property. A retailer remits the retailers' occupation tax to the Department, which the retailer...
On March 9, 2021, General Electric Company, ("GE"), entered into a transaction agreement with AerCapHoldings, N.V., ("AerCap"), pursuant to which GE w...
Petitioner's brother, BP, purchased a home (San Francisco property) in South San Francisco in 2002. He made a down-payment toward the purchase price and financed...
P was engaged in a project that consisted of the development of a parcel of real estate located in the City of New York, ("Project"). The Project was new construction...
Owned by the Indiana Finance Authority, the Indiana Toll Road, (the "Toll Road"), has been operated since 2006 by a lessee, ITR. What ITR can charge depends on state...
Petitioner, ("P"), and his wife own a property that straddles the Bronx/Yonkers border. P and his wife maintain their residence on the property, which has an address...
DA, the mother of petitioner, purchased 49 Series E bonds over the years 1948 and 1953 through 1959 of an aggregate face value of $5,125, at a total cost of $3,843.75...
BE is a Virginia limited liability company that earned income from its business operations in a facility located in Alabama from 2008 to 2011. Sec. 40-18-24.2(b)(1), ("sec...
At the center of these consolidated appeals is the Virgin Islands' timeshare occupancy tax, (the "Tax"). The Tax levies a $25 flat fee on each timeshare unit with...
Lumentum Holdings, Inc., ("LITE"), announced an amendment to the previously announced definitive agreement between LITE and Coherent, Inc., ("COHR"). Under...
Y owned certain Series E bonds, in her name alone, which she wished to donate to an organization to which a charitable contribution may be made pursuant to the provis...
McAfee Corporation, ("MCFE"), announced it has entered into a definitive agreement to sell its Enterprise business to a consortium led by Symphony Technology Group, (...
Decedent purchased Series E U.S. savings bonds (Bonds) for a total purchase price of "$b." Interest totaling "$c" accrued on the Bonds to the last date of m...
J and M were assessed for a total amount due of $37,934.62. The Commissioner of Ohio, (the "Commissioner"),found that J and M were residents of Ohio for each of...
In 1986, WM, an individual, won $25 million in the Ohio lottery. WM's winnings were spread out over 20 years. At the time WM won the lottery, he bothlived a...
P owns all the stock of TP. TP and CA join in the filing of a consolidated return with P. P, TP, and CA are indirect subsidiaries of FC1. P, TP, CA, and FC1 offer insurance pro...
C is an ordained minister who works for petitioner, ("P"), in an administrative capacity in the church hierarchy. C does not serve any specific congregation....
APLUX LLC, ("A"), is a Missouri limited liability company. Its sole business purpose is to own and lease aircraft. In August 2011, A purchased the "TBM" fro...
Tyler Technologies, Inc. ("TYL") announced its intention to offer...a total of $1.6 billion aggregate principal amount of "convertible senior notes," (the &...
C pleaded guilty to health care fraud. The district court ordered him to pay the defrauded insurance companies $514,576.29 under the Mandatory Victim Restitution Act,(MVR...
Petitioner, (P), was divorced in 1999. P received a check in the amount of $231,499.67 from her ex-husband in 2010, in settlement of their divorce agreement. P was a resident o...
Team roping has become its own event, completely separate from rodeo, and is done all over the world--though it remains most popular in the United States.Muchof the...
The transfer tax is an excise tax on the privilege of recording a document when ownership of real property is transferred. The transfer tax has five tiered or graduated tax rat...
PP was an employee leasing company that provided payroll services to a private security company in 2010 and 2011. PP paid its employees' wages and issued W-2 forms to them...
HEI is a Delaware corporation. From October 1, 1987 to March 9, 1994, the common stock was owned by F and trusts for the benefit of F's family members (50 percent...
As of January 1, 2007, L owned an eleven acre parcel of vacant land, ("l6A"), in Lexington, Massachusetts. For FY 2008, the town issued to L a $169,788.17 property ta...
In July, 1972, A executed a loan agreement with 10 banks under which a total of "$T" was advanced on separate seven-year notes. For the first two years, interest is a...
APP began working for Facebook, Inc., ("FB"), in California in 2007. APP has not been a California resident since he departed for Singapore in 2010. APP's compens...
CoStar Group, Inc., (CSGP), is determined to acquire CoreLogic, (CLGX). Its determination is unmistakably evidenced by the preemptive bid it recently communicated to the CLGX&n...
True to her word, SenatorElizabeth Warren, (D-Mass.), along with several prominent co-sponsors, has proposed what she refers to as "The Ultra-Millionaire's Tax A...
During 1974 and 1975, G, an individual, was the president and sole shareholder of J, Inc., (J), a manufacturing company. He was also a 50 percent shareholder of GHR,...
Petitioner, ("P"), is in the business of selling sulfuric acid, ("SA"), to contractors who perform cesspool cleaning for their customers. P's position i...
The Connecticut House of Representatives has passed a bill, H.B. 6516, designed to insulate"remote workers" from perniciousdouble taxation during the COVI...
TP is an S corporation using the accrual method of accounting. It operates an automobile dealership. Mr. O is an individual owning all of the stock of TP.
&...
Deere, ("D"), was a corporation that was incorporated under Delaware law. D was the sole owner of DH, a disregarded entity. D and DH collectively owned all of the equ...
Petitioner, ("P"), is a Delaware limited liability company. P is a collector of artwork that, on occasion, leases pieces of art to others. The members of P are two tr...
AT&T, Inc., ("T"), and TPG Capital announced that they have entered into a definitive agreement under which the two parties will establish a new entity(actu...
Home Depot (HD) is a Delaware corporation headquartered in Atlanta. It operates retail stores selling home improvement products throughout the U.S. HD created Homer T...
ICON plc, ("ICLR"), announced it has entered into a definitive agreement to acquire PRA Health Sciences Inc. ("PRAH"), "in a cash and stock transaction...
The Bs purchased Truck 1 from CD 1 on July 11, 2017. The purchase price of Truck 1 was $51,978.27 less the value of the trade-in vehicle, valued at $29,000, for a reduced sales...
February 26, 2021 - Volume 15 Issue 38Print Report
On February 27, 2009, petitioner's cousin, XZ, acquired legal title to a property in Salinas, California (the Salinas property), which was subject to a purchase m...
M operates home improvement stores. M entered into an agreement with CO, under which CO agreed to issue a private label credit card branded with M's name to M's retail...
Petitioner, ("P"), maintains offices and transacts business in various states, including New York. P maintains a 401(k) Plan and a Pension Plan, both of which are qua...
Petitioner, ("P"), is a large retailer with locations throughout the U.S. P makes payments of various types of compensation to its employees, including payments from...
Petitioner enters into agreements with its customers to maintain their fleets of vehicles. Petitioner also maintains data on all maintenance performed for saidcustomers,...
February 25, 2021 - Volume 15 Issue 37Print Report
Since approximately 1983, petitioner has suffered from gout. In 2008, C announced that it was conducting a gout study in Honolulu, Hawaii, where thepetitioner r...
TheStreet.com, Inc., ("TS" or "P"), was a publicly held corporation with its principal place of business in New York City. P is in the business of providing...
During 2013 and 2014, American Express, ("AE"), offered a rewards program known as Blue Cash, ("Rewards Program"). The Rewards Program paid "Reward Dol...
Petitioners, ("Ps"), filed a 2015 Utah resident income tax return, on which they reported their federal adjusted gross income. In addition, Ps filed a 2015 State-1 no...
February 24, 2021 - Volume 15 Issue 36Print Report
TP and three other individuals owned all of the stock of I. On March 14, 1971, the shareholders entered into a plan of reorganization and agreement of merger (the Acq...
D is the parent of a worldwide group of domestic and foreign affiliates, (the "D Group"). D owns Sub 1, Sub 2, Sub 3, FSub 1, and FSub 2. The D Group is engaged in Bu...
February 23, 2021 - Volume 15 Issue 35Print Report
In September, 1984, B acquired an insurance policy on his life from Guardian Life Insurance Co. (G). The policy had a cash value portion and a dividends portion. B wa...
Apple, Inc., ("A"), is a manufacturer and retailer of electronic equipment, including wireless telephones marketed as iPhones, ("IPs"). A operates online st...
February 22, 2021 - The Deal Survey: February 2021Print Report
Welcome to our summary of deals for February 2021. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....
S operated a medical cannabisdispensary pursuant to California law. S sold cannabis to individuals who held a valid doctor's recommendation to use cannabis. S also so...
February 22, 2021 - Volume 15 Issue 34Print Report
During 1970, a taxpayer exchanged shares of stock of a corporation that he had purchased in 1969 for shares of stock in another corporation. The value of the stock re...
Energy Transfer L.P., ("ET"), a master limited partnership, and Enable Midstream Partners, L.P., ("EN"), another such master limited partnership, announced...
ES, (or the "Debtor"),purchased a home with his mother and sister in 2008. In his income tax return for that year, he claimed a first-time homebuyer credit, (&q...
In August 2007, B was admitted to a hospital for left knee replacement surgery. While there, B allegedly suffered personal injuries after being directed by an admissions clerk...
February 19, 2021 - Volume 15 Issue 33Print Report
TP provides its customers with electronic payment services. TP's wholly-owned subsidiary, FDISG, was a Massachusetts corporation with headquarters in Massachusett...
Tribune Publishing Co., ("TPCO"), and affiliates of Alden Global Capital,in particular the affiliate named Tribune Enterprises, LLC, ("TEL"), announce...
February 18, 2021 - Volume 15 Issue 32Print Report
P1 is the common parent of an affiliated group which has elected to file a consolidated return. Sub 1, a first-tier subsidiary of P, is a property and casualty insura...
Petitioner, ("P"), operates for-profit nursing homes in several states. P purchases "consumable items" such as food...drugs or medicine, medical equipment.....
The plaintiff is a not-for-profit corporation incorporated in New Jersey, and a certified development company under the "504 Loan Program," which is managed by the U....
Vivendi Universal S.A., ("V"), is seriously considering a distribution of 60 percent of the share capitalof its subsidiary, UMG, to V's shareholders. In fac...
February 17, 2021 - Volume 15 Issue 31Print Report
P owns all of the stock of S. S sold all ofthe stock of three of its subsidiaries, S-1, S-2, and S-3, to Z for cash, an interest-bearing note, and "junior...
In 2010, the City adopted strategies to spur economic development. In 2015, Huntington University, Inc., ("HU"), and the City entered into an agreement for HU to leas...
Regal Beloit Corporation, (RBC), and RexnordCorporation, (RXN), announced that they have reached a definitive agreement whereby RXN will separate its "PMC" segm...
The issue is whether the appellant, ("APP"), is subject to a real estate tax on her interest in a parking space in the Condominium, (the "C"). By deed dated...
The United States and the United States Virgin Islands, ("USVI"), are separate taxing entities. Bona fide USVI residents only owe 10 percent of the income tax on thei...
Petitioner, ("P"), was organized in May 2009 to participate in the transactions described below. CMH was organized in January 2008 to serve as a holding company for t...
February 16, 2021 - Volume 15 Issue 30Print Report
On January 24, 1996, petitioners purchased 100 acres in Pennsylvania for $47,000. This property was subject to an oil and gas lease which expired on or about March 14...
P is a former C.P.A. From 2008 to March 2014, he worked for PCGas the company's corporate accounts payable manager. During his employment, P caused PCG to issue fraud...
C is an interstate pipeline company that transports refined petroleum products. C typically obtains easements from property owners, rather than buying property, to allow the co...
February 12, 2021 - Volume 15 Issue 29Print Report
The sole shareholder of a corporation died on October 1, 1972. Under the terms of his will, all of the stock was bequeathed to his surviving spouse and children and a...
W was employed as a Human Resources Assistant at V from July 1, 2011 until January 13, 2015. On February 4, 2014, W was diagnosed with shingles. Starting May 21, 2014, her imme...
BHFis a New York corporation. BHF is taxed under Subchapter S of the Internal Revenue Code. BHF was certified as a qualified empire zone enterprise, ("QEZE"). P...
The Coca-Cola Company, (KO), recently found itselfon the wrong end of a Tax Court decision that produced a massive $3.3 billion tax deficiency which, with statutory inter...
February 11, 2021 - Volume 15 Issue 28Print Report
TP, a domestic corporation using the accrual method of accounting, is in the business of constructing single family homes. On January 1, 1975, a home was sold for $40...
February 10, 2021 - Volume 15 Issue 27Print Report
T is a corporation engaged in the investment business. From its inception, T's investment practice has been to maintain approximately 1/3 of the value of its inve...
On April 30, 2014, W entered into a distributorship agreement ("2014 Agreement") with B. When the parties entered into the 2014 Agreement, B was a Delaware corporatio...
TP was an authorized dealer for Boost Mobile, ("BM"), during the audit period. BM required TP to accept customer payments for the monthly cell-phone service plans off...
This case concerns several dozen medieval relics and devotional objects known as the "W." During the waning years of the Weimar Republic, a consortium of three art fi...
Shenandoah Telecommunications Company, ("SHEN"), and T-Mobile US, Inc., (TM), expect to enter into a definitive asset purchase agreement during the first quarter of 2...
X, a large widely held and publicly traded corporation, owned all of the stock of Y for more than five years. X and Y were each engaged in the active conduct of a sep...
Plaintiff, ("P"), was the owner of certain parcels of rental property located in Hamden, Connecticut, ("properties"). On February 1, 2016, the assessor asse...
Petitioners, ("Ps"), are domiciled in New Jersey. Petitioner-husband, ("P"), works primarily out of his office in New York City and was present within New Y...
P is incorporated in Delaware and is commercially domiciled in California. P does not have an office in New York State. P is engaged in the business of providing professional c...
During tax year 2004, plaintiffs earned $500,000 in wages. Of that amount, $117,500 was attributable to New York (NY). Plaintiffs also earned interest income of $6,125 and divi...
The term, "adjusted gross income," means...gross income minus the following deductions: The deductions allowable by this chapter...which are attributable to a trade o...
APP is a corporation that operated two prenatal imaging centers in California. APP's prenatal imaging centers provided 3D and 4D ultrasound services to pregnant women and t...
P is a dentist who is purchasing a Sirona CerraMilling Machine for the fabrication of crowns, inlays, outlays, and veneers. The machine also has the capability to mill de...
P is a full-service teleprompter company that provides teleprompting services for corporate and entertainment events... A teleprompting service package includes a complete tele...
R is a non-profit organization that works in conjunction with the City "to promote and add life to our downtown." One of the ways we do this "is by producing a v...
P is a Country A corporation. P conducts Business in the U.S. through USC, a State B entity treated as a corporation. P's interest in USC constitutes a U.S. Real Property I...
X acquired all of the stock of Y in exchange for voting stock of X. Y has an issue of six percent 15-year debentures outstanding. Pursuant to the plan, X acquired all of the de...
By Consent Order and judgment entered on November 2, 2017, Ps' 2017 Article 7 challenge to the assessment of their Property was resolved pursuant to an agreement whereby th...
P is a publicly traded Delaware corporation that develops, manufactures, and commercializes products for the treatment of dermatological disorders. In June 2015, P acquired a l...
R operates retail stores and markets tangible personal property on a "rent-to-own" basis. Customers select an initial rental term of monthly, semi-monthly, or weekly....
C is a domestic corporation. C has outstanding shares of voting common stock. A holds 88.88 percent of the common stock. Seven other shareholders hold the rest.
In 2002, E was wholly owned by EPLC. In May 2000, EPLC acquired TLC. After the acquisition, EPLC merged TLC with and into E. The acquisition of TLC marked EPLC's entry into...
On January 16, 2021, Fiat Chrysler Automobiles N.V., ("FCA"), and Peugeot S.A., ("PSA"), were finally permitted to consummate their long-awaited business co...
S is a Delaware corporation that has a commercial domicile in Massachusetts, ("M"). S holds numerous patents on its technology. Prior to the tax years at issue, S bro...
In 2007, the taxpayer, (TP), an individual, was the owner of a Web site business. TP and his wife, on their joint Federal income tax return for 2007, on Schedule C, d...
A taxpayer purchased and installed a fire protection system in a building used in the taxpayer's business. The system is designed to detect fire at any point in t...
DL (or "P") provides services to its clients that measure advertising effectiveness. DL measures advertising effectiveness by surveying consumers or internet users wh...
P is an attorney and is licensed to practice in both Minnesota, ("M") and Washington, D.C., ("W"). During the year at issue, P maintained solo law practices...
Over the past few days, we have had announcements from companies as diverse United Parcel Service, Inc., AT&T, and Office Depot regarding plans to exit businesses that have...
Sec. 6426 of the Code provided: "There shall be allowed as a credit--Against the tax imposed by Sec. 4081, an amount equal to the sum of the credits described in subsectio...
After Appellants, ("APPs"), filed their 2015 Minnesota, ("M"), individual income tax return and property tax refund claim, the Commissioner received a repor...
On July 1, 1958, petitioner, (P), purchased a "Thirty Premium Life" insurance policy from NY Life. The policy required P to make quarterly premium payments...
TP designs, develops, and operates automated cold storage warehouses within the United Statesand Europe. TP provided information regarding its plans to construct a new co...
TP seeks a redetermination of the assessment of sales and/or use tax in connection with the furnishing of meals to students and staff of M, a non-profit educational institution...
In December 2020, Aerojet Rocketdyne Holdings, Inc., ("AJRD"), announced that it had entered into a definitive agreement to be acquired by Lockheed Martin Corporation...
In 2015, the year in which P turned 42, she took loans in connection with her New York State pension plan. The Retirement System sent her a Form 1099-R. P did not report any re...
The Black Lung Benefits Act of 1977 imposes an excise tax on the sale of coal. The excise tax applies to all coal mined in the U.S. that is sold or used after March 31, 1978. T...
N.J.S.A. 54A:8-6(b)(2)(A) requires "each entity classified as a partnership for federal income tax purposes," that has more than two owners, "having any income d...
P operated an asphalt paving business in Waterloo, Iowa. P had three shareholders: JEC (owning 40 percent of the stock), MEL (owning 40 percent of the stock), and D (owning 20...
Petitioner operates a golf course that is "open to the public." On its website, it describes itself as a "daily fee golf course." Golfers pay a fee per pers...
P is incorporated under the laws of the U.K. P's only income-producing asset was a support vessel. A U.S. firm chartered P's vessel to perform work in the Gulf of Mexic...
X Corporation, (X), elected to be an 'S' corporation effective on Date 2. However, beginning in the taxable year ending on Date 3, X made disproportionate dis...
In 1999, BW and SW created the WFT, (the "trust"), and recorded a grant deed transferring their home, (the "property"), to themselves as trustees. The trust...
CP acquired all the stock of Sub 1 on Date a. The acquisition qualified as a reorganization under Sec. 368(a)(1)(A) (by reason of Sec. 368(a)(2)(E)) and under Sec. 36...
In February 2016, the Department of Revenue, (the "Department"), issued to the Hs a notice of proposed deficiency. The Hs protested the deficiency determination, clai...
January 21, 2021 - The Deal Survey: January 2021Print Report
Welcome to our summary of deals for January 2021. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
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Y is a private foundation within the meaning of Sec. 509(a) of the Internal Revenue Code. Y was created to receive the assets of the Estate. Those assets included, in...
Pfizer, Inc., ("PFE"), intended to effect a garden variety spin-off or split-off of its Upjohn, Inc. subsidiary. Upjohn conducted PFE's"off-patent bran...
Taxpayer, ("TP"), claimed the Inventory Tax Credit, ("ITC"), for rented machinery and equipment that was sold to third parties. La. R.S. 47:6006 provides th...
Rev. Rul. 74-5, 1974-1 C.B. 82, involved a distribution of the stock of a controlled corporation, Y, by a distributing corporation, X, to X's parent corporation,...
On May 6, 2004, D and G closed on their purchase of SD. The purchase price was $3.7 million. D advanced the funds necessary to purchase the property. D created SD LLC. D transf...
K is a U.S. citizen who has resided in Israel since 1979. During 2008-2010, K had a financial interest in several financial accounts in Israel, ("foreign financial account...
TP is a utility company providing electric services to customers within Indiana and outside of Indiana. The Indiana Department of Revenue, ("Department"), conducted a...
There could be a significant tax implication if Office Depot simply sold its consumer business to Staples, while retaining its other businesses and assets. Such a sale would be...
JO runs a farming operation and heavy construction business as a sole proprietorship. The Commissioner first sent JO a letter on April 27, 2017, to his home address, which is a...
Under the Bankruptcy Code, the filing of a bankruptcy petition has certain immediate consequences. A petition "creates an estate" that...comprises "all legal or...
TP elected to be a real estate investment trust,("REIT"). TP conducts substantially all of its business through OP. OP is a disregarded entity for tax purposes....
In 1982, P began working as an independent beauty consultant for Mary Kay, Inc. (MK). P sold MK products and recruited other individuals to join the company.
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In 2009, H, B, along with BO, and R formed E. E was in the business of text message advertising. E's partners entered into an operating agreement. That agreement stated tha...
Petitioner is the owner of BT LLC, ("B"). B sells trailer-type vehicles. During the dates at issue in this matter, B sold trailer-type vehicles to non-Wisconsin resid...
The I.R.S. recently issued final regulations regarding the controversial topic of the deductibility of "fines, penalties, and other amounts." The statute governing th...
P acquired Sub 1 on DateA, a date less than five years ago.Sub 1 owns all of the stock of Sub 2. Sub 2 owns all of the stock of EE. EE owns D. D is regula...
E is an 'S' corporation that designs and produces integrated controls and switchgears for custom applications in the power generation industry. In February 2009, E was h...
STERIS plc, ("STE"),an Irish company, and Cantel Medical Corporation, ("CMD"), a domestic corporation, announced that STE has signed a definitive agre...
TP is an Indiana corporation which purchased an Indiana restaurant in July 2018. In July 2019, TP filed a Form ST-200 with the Department. At the same time, TP filed a Claim fo...
Naranda Systems, LLC, ("N"), elected to be taxed as a corporation. In January 2012, N filed a lawsuit against Violin Memory, Inc., ("V"), alleging infringem...
During 2014, PK was married to GK. Before their marriage, PK and GK executed and recorded an agreement electing, under Louisiana law, a Separate Property Matrimonial Regime. In...
Sec. 355(h)(1) of the Code provides that: "This section (i.e., Sec. 355) shall not apply to any distribution if either the distributing corporation or the controlled corpo...
C was a Maine corporation engaged in both interstate and intrastate transportation of cargo. During 2014 and 2015, C purchased a motor vehicle, (the "Vehicle"), outsi...
X and Y are unrelated persons. On May 14, 1989, X and Y entered into a contract that requires X to transfer B to Y and Y to transfer to X property of a like kind....
During tax year 2018, APPs sold shares of stock which resulted in capital gains of over $3.8 million. APPs made estimated tax installment payments... These three installment pa...
After LM purchased real property in Bethesda, Maryland, known as 5300 Moreland Lane, she and her husband decided to tear down the existing house on that property and build a ne...
bluebird bio, Inc., ("BLUE"), has announced its intent to "separate its severe genetic disease and oncology businesses into differentiated and independent public...
TechnipFMC plc, ("FTI"), announced, on January 7, 2021, the resumption of activities toward its planned separation "into two industry-leading independent, public...
L is the sole member of HQE. In early 2010, HQE exchanged a warehouse property for two replacement properties. The first replacement property was a residential property, and th...
TPs, husband and wife, are shareholders of C. C maintains an employee stock ownership plan (ESOP). TPs sold "x" shares of C's common to the ESOP and reinvested &q...
Teledyne Technologies, Inc., ("TDY"), and FLIR Systems, Inc., ("FLIR"), recently announced that they have entered into a definitive agreement under which TD...
X is a limited partnership. X intends to become a publicly traded partnership (MLP or PTP). X will operate two facilities that will process natural gas into methanol and synthe...
New Mexico, ("NM"), imposes gross receipts tax on all "entities that engage in business in NM." The Department requires taxpayers subject to gross receipts...
When can a partnership merger qualify as a reorganization for tax purposes? When the partnerships elect to be treated as corporations for federal income tax purposes. Navios Ma...
On January 6, 2021, the Internal Revenue Service issued Rev. Rul. 2021-2, a pronouncement of more than passing importance. This ruling renders obsolete each of Notice 2020-32,...
On Date 1, Member, ("M"), began circulating a private placement memorandum, ("PPM"), to potential investors. M's purpose was to acquire a membership int...
B and C, who are brothers, each owned 50 percent of the stock of a corporation. C died. B was a party to a stockholders' agreement which provided that, upon the death of ei...
International American Education Federation, Inc., ("IAEF"), operates charter schools in Texas. In 2016, IAEF leased real property, (the "Property"), from a...
Plaintiff, ("P"), owns and operates a full-service salon and medical spa in Miami Beach, Florida. On December 19, 2019, Defendants, ("Ds"), issued an all-ri...
TP is the parent of a group of domestic and international entities. TP, through certain of its subsidiaries (the Group), provides specialty financial services to individuals th...
DuPont de Nemours, Inc., (DD), will be disposing of its subsidiary, Nutrition & Biosciences, Inc., (NB), in a so-called "Reverse Morris Trust," (RMT), transaction...
On June 17, 2015, P filed three refund claims for corporate franchise tax paid. The Department denied each claim. The issue is the proper method of apportionment of P's fra...
Corporations can join with groups of affiliated corporations to file consolidated income tax returns with the I.R.S. On these consolidated returns, groups can claim consolidate...
Advice has been requested on whether amounts of a REIT's income, which are used to pay the amortization of mortgages and amounts required by FHA regulations to be kept in c...
DL is Texas corporation doing no business in Louisiana, ("L"). DL's only business activities consisted of holding its interest in LLC, a Texas limited liability c...
On December 4, 2020, the board of directorsof SL Green Realty Corporation, ("SLG"), declared an ordinary dividend and a special dividend, each payable on Januar...
In 2016, the I.R.S.sent a notice of deficiency to the Gs' former address, which their CPA had incorrectly listed on their 2014 tax return. The Gs had subsequently lis...
MC owned a high-rise apartment building. The taxpayers acquired 52 percent of the corporation's stock in 1949 at a cost of $1,040. The remaining 48 percent of the stock was...
TP is a nationwide retailer and operates retail stores across the U.S. In addition, TP accepts orders and makes retail sales via its catalogs and the Internet. TP operates regi...
Under a tobacco company "buy-down" contract with retailers, the tobacco company agrees to pay the retailer a specified amount for each pack of cigarettes sold by the...
December 31, 2020 - Volume 14 Issue 252Print Report
In Year 1, TPs purchased an N1-acre parcel of property jointly with another couple, the A. TPs built a home on the property and lived in the home since early Year 2....
Sec. 163(j) of the Code limits the amount of "business interest expense" that can be deducted for taxable years beginning after December 31, 2017. Under Sec. 163(j)(1...
December 30, 2020 - Volume 14 Issue 251Print Report
M will be formed as a general partnership. M will have three general partners, O, a corporation; P, a general partnership comprised of three individuals; and Q, a cor...
Applicant is a retailer that sells prepaid wireless telecommunications services. One of the ways that the customers of Applicant purchase these services is through "unlimi...
In 1984, O began operating Gott's To Go, ("G"), a business engaged in providing portable toilet services. O purchased portable toilets from a Michigan business. W...
Macquarie Infrastructure Corporation, ("MIC"), announced that it has successfully completed the sale of its "IMTT" business for $2.67 billion, including ass...
December 29, 2020 - Volume 14 Issue 250Print Report
C is a corporation that files as part of an Arizona consolidated return with its parent, P. C develops, manufactures and sells products to customers. As part of its r...
Petitioner, MarketShare Partners, LLC, ("P"), is a marketing analytics firm headquartered in Los Angeles, California, with offices in New York City. P had four lines...
CF operates several banks in Cincinnati. Several years ago, it began using Fiserv, ("F"),banking software for its online banking system. F is "a premier pr...
D is a regulated public utility engaged in the generation, transmission, distribution, and sale of electricity in North Carolina and in South Carolina. The Department of Revenu...
Wheeler REIT has run into some financial difficulties. These difficulties will become insuperable if Wheeler does not take decisive actionbefore the date on which its Ser...
Pharmacy benefit managers, ("PBMs"), serve as intermediaries between prescription-drug plans and the pharmacies that beneficiaries use. When a beneficiary of a prescr...
December 28, 2020 - Volume 14 Issue 249Print Report
Petitioner, (P), is an immigrant from Kenya and has lived in the U.S. since 2007. P's aunt and cousins emigrated from Kenya to Arizona in April, 2009.
&...
TP is a Washington corporation that previously engaged in the business of producingpulp and paper products at a mill located in Washington, ("M"), as a subsidia...
December 24, 2020 - Volume 14 Issue 248Print Report
A is the sole shareholder of TP. TP has two divisions, Y and Z (the "Dealers"), which operate used car dealerships. Dealers finance all of their sales. Deal...
P is a tax-exempt private foundation under Sec. 501(c)(3) of the Internal Revenue Code. P retained Northern Trust Company,("NTC"),to prepare its tax retur...
December 23, 2020 - Volume 14 Issue 247Print Report
X is engaged in the development, ownership, and operation of plants and facilities throughout the U.S. X has a number of plants under development. X expects to reach...
December 22, 2020 - Volume 14 Issue 246Print Report
The Internal Revenue Service will follow the decision rendered by the Third Circuit Court of Appeals in a case entitled Holsey v. Commissioner , 258 F.2d 865...
Aerojet Rocketdyne Holdings, Inc., ("AJRD"), announced that it has entered into a definitive agreement to be acquired by Lockheed Martin Corporation, ("LMT"...
TP is a real estate investment trust,('REIT"). PR is a REIT. PR is listed on Exchange. TP represents that PR has been a "publicly offered REIT" at all...
D, which is Pfizer, Inc., ("PFE"), is the parent of worldwide group of entities, (the "D Worldwide Group"), and is the common parent of a group of affiliate...
Based on the audit of P and the determination that he was a domiciliary of New York City, ("NYC"), during 2012, the Division issued a statement of proposed audit chan...
December 21, 2020 - The Deal Survey: December 2020Print Report
Welcome to our summary of deals for December 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....
December 21, 2020 - Volume 14 Issue 245Print Report
D is a State E corporation and is the common parent of a consolidated group. D has outstanding "g" shares of common stock. These shares are widely held and...
TP is an out-of-state corporation that developsand publishes a multiplayer, online video game, ("Game"). Game is free to play. TP's source of income is excl...
Pluralsight, Inc., ("PS"), recently announced that it has entered into a definitive agreement to be acquired by affiliates of Vista Equity Partners in an all-cash tra...
Equinox Gold Corporation, ("E") and Premier Gold Mines, Ltd., ("P"), announced that the companies, each organized under the laws of Canada, have entered int...
JP sells credit card processing services to merchants and banks. DA was a charter airline that contracted with JP to process credit card transactions for its customers. Purchas...
December 18, 2020 - Volume 14 Issue 244Print Report
WJSC was owned prior to 1928 by WJS. He sold the common stock in 1928 to WMF and at that same time the corporation issued 1,000 shares of its six percent cumulative p...
Aphria, Inc., ("APHA"), and Tilray, Inc., ("TLRY"), each organized and existing under the laws of Canada, announced that they have entered into a definitive...
December 17, 2020 - Volume 14 Issue 243Print Report
TP, a financial institution employing an accrual method of accounting, computes its interest on installment loans under the "sum of the months-digits method.&quo...
The United States, ("U.S."), and the United States Virgin Islands, ("USVI"), are separate taxing entities. Under the USVI's Economic Development Program...
TC Energy Corporation, ("TRP"), a Canadian corporation announced it has entered into a definitive agreement and plan of merger "to acquire all the outstanding Co...
December 16, 2020 - Volume 14 Issue 242Print Report
Petitioners purchased a single-family house in Virginia on August 25, 2008. Petitioners made repairs and reported other expenses relating to the property on Schedule...
James Quezada, ("Q"),works as a stone mason and owns Quezada Masonry, ("QM"). General contractors hire him for masonry work, and he hires subcontracto...
Petitioner, ("P"), is a digital marketing services business. It provides consulting, managed services, and technical services, and acts as a reseller of advertising-a...
Where there are disagreementsabout the value of a target corporation, the parties may decide to make a portion of the merger consideration contingent on the outcome of pr...
December 15, 2020 - Volume 14 Issue 241Print Report
Petitioner, (P), is an attorney. In 2006, P began researching American history for the purpose ofcreating an American history film series. The film series was i...
Johnson & Johnson, ("JNJ"), is insured through MA, which is wholly owned and which provides insurance exclusively to JNJ. MA is a so-called "captive insurer....
Can a partnership deduct the cost of premiums paid for an insurance policy that contemplates reimbursing the partners for an adjustment that reduces the tax benefits they are e...
The "Property" consists of a two-family house with a ten-car garage. From the time Y purchased the Property until its sale by the LLC for $1,080,000, the house and th...
D is the common parent of a business group that includes corporations and disregarded entities, (the "D Group"). The D Group is engaged in Business, which included&nb...
Years before the Taxable Year, H was struck by an automobile while riding his bicycle, (the "collision"). H suffered severe and permanent injuries to his body, includ...
Petitioner operates a clothing rental business in New York State. Rental subscriptions are set up on a monthly basis, with the monthly charge based exclusively upon the number...
PerrigoCo., PLC, ("P"), is facing an unusual number of tax "headwinds." It is fighting tax deficiency assessments on two continents, both in Ireland a...
Petitioner, ("P"), provides "safe and secure climate-controlled doghouses, ('units'), at varying locations throughout Brooklyn for dog owners to store th...
In 2002, Appellant, ("APP"), while a Canadian citizen and resident, co-founded Westwind Capital Corporation, ("W"), an international investment bank headqua...
December 10, 2020 - Volume 14 Issue 238Print Report
T pays commissions to its employees. Currently, T is deducting these commissions twice for federal income tax purposes. First, T deducts the amount of the commissions at the ti...
The "Corporation" held title to two pieces of real property, (the "Property"), in Los Angeles. All of the Corporation's voting stock was issued to the &...
It turns out that one of the biggest financial news stories of the year, at least based on the volume of coverage it received, was the great Bob Dylan's decision to sell hi...
December 9, 2020 - Volume 14 Issue 237Print Report
C is the common parent of an affiliated group that files a consolidated tax return (C Group). C has one class of stock outstanding---publicly traded common stock....
P practices medicine through his wholly owned C corporation, IC. P would typically work at IC for approximately three 8-hour workdays and two 4-hour workdays, Monday through Fr...
This case deals with the relatively arcane topic of tax litigation, arising out of a taxpayer being assessed a penalty for failure to file an I.R.S. form, commonly referred to...
December 8, 2020 - Volume 14 Issue 236Print Report
T is a consumer finance company. T has common and preferred stock outstanding. ACQ is a financial institution as defined in Sec. 581 of the Internal Revenue Code. It has one cl...
This case raises a single issue: whether B's failure to file a Form TD F 90-22.1, ("FBAR"), disclosing his offshore UBS bank account was willful. A finding of wil...
Last week, salesforce.com, inc., ("CRM"), and Slack Technologies, Inc., ("WORK"), announced that they had entered intoa definitive agreement for CRM t...
Plaintiff, ("P"), owned and operated a "factoring" business during 2015. P became the unwitting victim of fraud during 2015 when an individual diverted paym...
Parent wholly owns Sub; and Sub owns all of the interests in Management Co., ("MC"). MC is a State Y limited liability company.Parent is the common parent of an...
December 7, 2020 - Volume 14 Issue 235Print Report
Debtor, (D), filed a Chapter 7 bankruptcy case on June 6, 2012. D claimed the Annuity as exempt under 11 U.S.C. Sec. 522(b)(3)(C), and the Trustee (T) objected to the claimed e...
AMC Entertainment Holdings, Inc., ("AMC"), as much any company has seen its business ravaged by the pandemic. AMC, not surprisingly, is a "loss corporation."...
In April 2009, the Department hired G in the position of Pharmacy Services Chief II. On September 14, 2012, the Department discharged G based on her "insubordination and r...
December 4, 2020 - Volume 14 Issue 234Print Report
Prior to decedent's death in 1991, the decedent and his son owned 100 percent of the stock in a corporation. The decedent owned 48.59 percent of the stock and the...
December 3, 2020 - Volume 14 Issue 233Print Report
Petitioner, (P), owned 66.67% of T. On April 8, 1982,T entered into an agreement with C to purchase equipment for $4.825 million. C financed the sale of the equ...
APP is Missouri funeral home that, as part of its service, sells burial container/vaults, ("Vs"), to its customers. When the customer purchases a V from APP, APP orde...
Prior to October 31, 2011, APP was a subchapter S corporation organized under the laws of Illinois and headquartered in Illinois. APP was the sole shareholder of VAS USA, an Il...
Slack Technologies, Inc., ("WORK"), and salesforce.com, inc., ("CRM"), have entered into a definitive agreement pursuant towhich CRM will acquire WORK...
AR Corporation, ("A"), is engaged in the exploration, development and acquisition of natural gas and oil from properties located in the Appalachian Basin. A has been...
December 2, 2020 - Volume 14 Issue 232Print Report
P owned all of the single class of outstanding stock of Xcorporation (X). P transferred all of P's shares by making simultaneous gifts of 20 percent of the...
Petitioner, ("P"), is a communication construction company. P primarily provides antenna, line, and microwave installations on raw land and existing sites throughout...
December 1, 2020 - Volume 14 Issue 231Print Report
During 2005 and 2006, petitioner executed certain trades of certain securities on an investment account that she maintained at TDA ("petitioner's investment...
Claimant pays sales tax to the Oklahoma Tax Commission, ("OTC"), each and every month. Due to an error in computation, Claimant made "significant overpayments of...
The Fund is organized as a limited partnership formed and domiciled outside the U.S. The Fund's only business activity is owning mortgages and receiving payments on those m...
Loral Space & Communications, Inc., ("LORL"), owns a 62.7 percent economic interest, and a 32.6 percent voting interest, in Telesat Canada, ("TC"). The...
F pled guilty in 2011 to a federal felony: willfully making a materially false statement on her tax returns. F's conviction left her subject to 18 U.S.C. section 922(g)(1),...
Plaintiff, ("P"), owns two houses: one in G, where he lives, and the other on TR in S, (the "TR property").The TR property is 19.7 acres with a house,...
November 30, 2020 - Volume 14 Issue 230Print Report
In 1962, the decedent created a trust and transferred a block of stock of C, along with other property, to the trust. The decedent retained the power to alter the ben...
The Internal Revenue Service, ("I.R.S."), in connection with its examination of The Coca-Cola Company's, ("KO"), tax returns for 2007-2009, made adjustm...
Petitioner, ("P"), owns and operates several movie theaters in Michigan and sells food and beverage items at concession stands. Respondent argues that the Michigan Ta...
In 2001, petitioners, ("Ps") received distributions from Madoff Securities, ("MS"). MS later filed bankruptcy after the discovery of the now-infamous Madoff...
Sec. 1031(a)(1) of the Internal RevenueCode provides: No gain or loss shall be recognized on the exchange of real property held for productive use in a...
PNC Financial Services Group, Inc., ("PNC"), and Banco Bilbao Vizcaya Argentaria, S.A., ("S"), recently announced that they have signed a definitive agreeme...
November 25, 2020 - Volume 14 Issue 228Print Report
Through a series of corporate transactions, the plaintiffs came into ownership of two natural gas pipelines within the State of New York, together with the easeme...
November 24, 2020 - Volume 14 Issue 227Print Report
S, a corporation incorporated in Delaware, owns 100 percent of the stock of T, a New York corporation. S is a taxpayer under Article 9-A of the Tax Law of New York.
TP is a corporation headquartered in State X. S, wholly owned by TP,is a real estate brokerage company in State Y. S provides online platforms where potential buyers may...
S immigrated to the United States from Canada in the mid-'90s. He became a naturalized U.S. citizen "during 2005-2007." Beginning in 2007 and continuing for sever...
P is a property services provider for primarily commercial, medical, and industrial clients. P performs snow and ice management for businesses in the Glen Falls, New York, area...
TP is a real estate investment trust, ("REIT"). Through partnerships, TP owns real property, including buildings, located at Address A and Address B. Affixed to the e...
D, a publicly traded corporation, is the parent of a worldwide group, (the "D Group"). Before the Proposed Transaction, D directly will own DRE 1, 2, 3, 4, Sub 1, 2,...
Qurate Retail, Inc., ("Q"), a Liberty company, announced that its Board of Directors declared a "special cash dividend" in the amount of $1.50 per common sh...
November 23, 2020 - Volume 14 Issue 226Print Report
X Corporation, (X), wished to acquire all of the stock of Y Corporation, (Y). X and Y were unrelated except that shareholders of X owning 10 percent of its stock owne...
West Fraser Timber Co. Ltd., (WFT), and Norbord, Inc., (OSB), each a Canadian corporation,announced that they have entered into a "strategic business combination&quo...
November 20, 2020 - The Deal Survey: November 2020Print Report
Welcome to our summary of deals for November 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....
The Tax Cuts and Jobs Act, ("TCJA"), broadened the types of controlled foreign corporation, ("CFC"), income subject to subpart F. The TCJA also enacted a on...
November 20, 2020 - Volume 14 Issue 225Print Report
The Plan is a defined benefit plan. As of December 31, 1976, the Plan held 97,000 shares of Employer (E) common stock. In July, 1976, E offered to holders of its comm...
Once Liberty Broadband, ("LB"),and GCI Liberty complete their recently announced business combination, the former will be the owner of approximately 26 percent...
1. During the period beginning on February 15, 2020, and ending on December 31, 2020, ("covered period"), A paid expenses that are described in Sec. 161 of the Code a...
November 19, 2020 - Volume 14 Issue 224Print Report
TP is the domestic parent of an affiliated group that joins in the filing of a consolidated return. TP is wholly owned by Vivendi. H is directly owned by TP, except t...
Petitioner signed a commercial space lease for property, (the "Premises"), located in lower Manhattan. The Premises are located in an area that has been granted certa...
Petitioner, ("P"), operates a national health and wellness business. P has one New York City facility and anticipates opening additional New York City locations. P...
November 18, 2020 - Volume 14 Issue 223Print Report
On "x," T entered into an agreement with S to purchase real estate. Approximately 75 percent of the purchase price will be borrowed by T from an unrelated l...
TP is a subsidiary of HC. TP owns A, a disregarded entity. B is a wholly-owned subsidiary of TP. HC is wholly-owned by C. C is an international mineral resource and investment...
The most recent "SPAC" acquisition, like the vast majorityof its predecessors, is structured to qualify as a tax-free reorganization; and features the use of &q...
TP filed an Application for Sales Tax Refund on Purchases and Installation of Qualified Renewable Energy Equipment," ("Application"), on November 9, 2017. On Dec...
TP is a Washington limited liability company that develops and sells aerospace products. TP does not engage in manufacturing activity. The majority of TP'...
T is an independent commodity trading and logistics house. As part of its business, T purchases and exports domestic crude oil from the United States by vessel and truck. From...
During 2019, TP, a resident of another state, visited a casino in Indiana and recreationally played the slot machines. TP had some wagering gains and some wagering losses. TP r...
Jaws Acquisition Corporation, ("J"), a special purpose acquisition company, ("SPAC"), and a Cayman Islands exempted company, and Cano Health LLC, (&qu...
During 2012 and 2013, Petitioner, ("P"), participated in a SEP-IRA, the custodian of which was J.P. Morgan Chase Bank, N.A., ("C"). On two occasions in 2012...
Petitioner sells mitten clips. Petitioner states that the mitten clips are used to attach the gloves or mittens of infants and toddlers to their coats so they will not lose the...
While corporate self-tender offers are hardly unusual, the same cannot be said for tender offers mounted by publicly traded partnerships, commonly known as MLPs. Such a tender...
In 2016, Petitioner had an individual retirement account, ("IRA"),with National Financial Services, LLC, ("NFS"), from which he received a distributio...
The Empire Zones Program is an incentive program implemented by the New York State Legislature to encourage economic development in disadvantaged areas of the state. Petitioner...
November 12, 2020 - Volume 14 Issue 219Print Report
Petitioner, (P), owns an amusement park. P entered into a contract with CCI to design, engineer, and construct a roller coaster on its premises, known as the "Si...
November 11, 2020 - Volume 14 Issue 218Print Report
The Hs, a husband and wife, were the sole shareholders of A from the date it was incorporated until all ofits stock was transferred to the trustees of the trust...
Taxpayer, ("TP"), is a publicly traded corporation. TP sponsors two plans qualifiedunder Sec. 401(a), Plan X and Plan Y. Plan X is a defined benefit pension pla...
During the period at issue, Claimant, ("C"), provided audiovisual equipment and services to hotel customers. It contracted with the hotels to provide the equipment an...
BridgeBio Pharma, Inc., ("BB"), owns approximately 64 percent of the outstanding stock of Eidos Therapeutics, Inc., ("ET"). A definitive merger agreement wa...
Sec. 164(a) of the Internal Revenue Code generally allows a deduction for certain taxes for the taxable year within which paid or accrued, including: State and local, and forei...
November 10, 2020 - Volume 14 Issue 217Print Report
Petitioner, (P), is incorporated under the laws of California. It is a retailer of bottled wine, which it sells through its website and on-line catalogs. P possesses...
Shareholder One and Shareholder Two own all of the outstanding stock of Distributing in equal proportions. Distributing is a State A corporation and is the common parent of a g...
M owns a fleet of heavy marine construction and dredging equipment that includes 60 specialized vessels and over 50 barges. M claimed that some of its vessels were exempt from...
FP owns all of the stock of FH, and directly and indirectly through its wholly owned foreign entities owns all the stock of US Sub 1. FH owns all of the stock of F Sub 1. F Sub...
Though April 15th is a statutorily fixed yearly deadline, the I.R.S. provides taxpayers with a mechanism by which to obtain an extension of the deadline to file their tax retur...
November 9, 2020 - Volume 14 Issue 216Print Report
A corporation, (CORP), furnishes free lodging....to train crews that are away from home overnight. Free lodging is furnished either in bunkhouses owned and operated b...
TP is a foreign entity that is classified as a corporation for federal income tax purposes. TP is registeredto do business in Tennessee, ("TN"). TP's busine...
It is frequently the case that voters, in addition to electing individuals to serve in Congress, state legislatures, and of course the White House, are routinelyasked to...
November 6, 2020 - Volume 14 Issue 215Print Report
On October 31, 2001, petitioners purchased real property ("MRP") for $365,000. On January 1, 2003, petitioners signed a document described as a "mortga...
PS is a residential pet care operation offering services such as feeding, walking, entertainment, medication administration, and general household chores. PS advertises for pro...
November 5, 2020 - Volume 14 Issue 214Print Report
TP was born and raised in Alabama. He graduated from Auburn University in 2006. He moved to Missouri in that year and began work as a professional singer.
&...
We have written about how ownership changes experienced by loss corporations in the current environment of exceedingly low interest rates can wreak absolute havoc on the loss c...
PerrigoCompany plc, ("PRGO"), received a Notice of Assessment from its friends at Irish Revenue in December 2018. The Notice assessed an Irish corporation...
The value of unlisted stock is best determined by considering actual sales at arm's length in the normal course of business within a reasonable time before or after the val...
The board of directors of Prosus N.V., with a view towards closing the massive disparity (approximately $60 billion according to Bloomberg ) between Prosus N.V....
November 3, 2020 - Volume 14 Issue 212Print Report
The assets of X, a telephone company, include telephone polls A and B. X placed A in service in 1979 on land it owned. X placed B in service in 1982 on land owned by...
Petitioners, ("Ps"), filed a joint federal income taxreturn for 2014. Ps reported their adjusted gross income, ("AGI"), as $122,948. They deducted a l...
Duke Energy Corporation, ("D"), is a utility company providing electrical power to South Carolina citizens and, as such, is allowed to claim certain investment tax cr...
American Honda Motors Co., Inc., ("AH"), distributes a fleet of vehicles designed to conserve natural resources and reduce pollution. The EPA and the NHTSAdevel...
The Facility is a PV power plant located in Nevada. The Facility is designed to produce electricity through solar energy. Plaintiff, ("P"), was owned by NextEra Energ...
November 2, 2020 - Volume 14 Issue 211Print Report
Under a plan of merger between X corporation, (X), and Y corporation, (Y), Mr. C, the majority shareholder of X, surrendered his stock and received in exchange Class...
Marvell Technology Group, Ltd., ("MRVL"), a Bermuda exempted company, and Inphi Corporation, ("IPHI"), announced a definitive agreement under which MRVL&nbs...
Appellant is a foreign limited liability company, ("LLC"), that is not registered to do business in California with the Secretary of State. It is classified as a part...
P is a compulsive gambler. P acknowledges that his gambling has adversely affected his financial circumstances and his family life. P has been receiving treatment for his gambl...
Callaway Golf Company, ("ELY"), and Topgolf International, Inc., ("TGO"), a privately held corporation in which ELY owns a 14.3 percent stake, announced tha...
October 30, 2020 - Volume 14 Issue 210Print Report
Petitioner, (P), is a domestic corporation whose only facility is located in Stamford, Connecticut. P has 12 employees, all of whom work out of the Stamford facility....
Diamond Hill Investment Group, Inc., ("DHIL"), has rewarded its shareholders with special dividends in past years. This year is no exception. The company announced th...
Alberton Acquisition Corporation, ("ALAC"), a British Virgin Island company, and a special purpose acquisition company, ("SPAC"). announced that it will be...
In 2007, F and his family moved to Oregon where he worked as a store manager at his employer's Eugene, Oregon location. On September 26, 2014, F was promoted to district ma...
October 29, 2020 - Volume 14 Issue 209Print Report
TP is primarily engaged in Business X, as was Subsidiary, (S). TP uses an accrual method as its overall method of accounting. S merged with and into TP in a transacti...
SLM Corporation, ("SLM"), is offering to purchase, for cash, up to two million shares of its Floating Rate Non-Cumulative Preferred Stock, Series B, (the "Securi...
October 28, 2020 - Volume 14 Issue 208Print Report
In Rev. Rul. 56-431, 1956-2 C.B. 171, a majority shareholder of a corporation whose relatives owned an additional 25 percent of the stock attempted to waive his right...
P is an online learning company that helps people learn new skills on various topics. Such skills include business, software, technology, and creative skills. Through subscript...
Cenovus Energy, Inc., ("CVE"), and Husky Energy, Inc., ("HSE"), each a Canadian corporation, announced a transaction to create "a new integrated Canadi...
October 27, 2020 - Volume 14 Issue 207Print Report
Petitioner (P) owns a water amusement park on real property that it leases. In 2008, P entered into a contract with a manufacturer for the design of a water slide and...
The Bank Secrecy Act of 1970 requires that U.S. citizens who maintainforeign bank accounts report the accounts to the government on an annual basis by filing a Report of...
Jeopardy, ("J"), is a part of the television division of Sony Entertainment Group, which oversees game shows such as "Jeopardy!" J's principal place of...
The Hs commenced a chapter 13 bankruptcy case on August 31, 2017. The I.R.S. filed a proof of claim for unpaid taxes. A portion of the claim relates to the amount the I.R.S. co...
New York State issued, or more accuratelyreiterated, its views on the manner in which residents and non-residents are taxed in light of the COVID-19 pandemic. It did so i...
October 26, 2020 - Volume 14 Issue 206Print Report
From prior to 1950 through 1975, Petitioner, (P), was a practicing physician and surgeon. In 1964, P purchased a parcel of land for the purpose of constructing a rent...
Continuing a trend that shows no signs of slowing down, another special purpose acquisition company, or "SPAC," Acamar Partners Acquisition Corporation, ("Acamar...
On July 29, 2019, Plaintiff, ("P"), filed a fully executed "Claim for Property Tax Exemption." As part of her application, she included proof of her marriag...
October 23, 2020 - Volume 14 Issue 205Print Report
A taxpayer is engaged in the business of farming. He also owns a royalty interest in one producing oil and gas lease. In the taxable year at issue, the taxpa...
The business seeking a ruling owns "dividers" employed at grocery stores to separate customer orders on the conveyor belt in the checkout line. The business sells adv...
October 22, 2020 - The Deal Survey: October 2020Print Report
Welcome to our summary of deals for October 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
<...
Pioneer Natural Resources Co., ("PNR"), and Parsley Energy, Inc., ("PAR"), announced that they have entered into a definitive agreement in connection with w...
October 22, 2020 - Volume 14 Issue 204Print Report
In 1972 and 1973, Petitioner, (P), was in the business of raising horses. In 1967, H was the chairman of W. That year, P heard H tell people that he might be interest...
In 2002, D enrolled at TMC Law School. She was academically dismissed therefrom and never returned to law school. D paid for law school by taking out "Stafford Loans,"...
MG and WG are brothers who worked together in the mortgage business. On March 1, 1999, the brothers formed P, a federally chartered stock institution. The brothers owned P thro...
First Citizens BancShares, Inc., (FCNCA), and CIT Group, Inc., (CIT), recently announced that they have entered into a definitive agreement "under which the companies will...
TP is an Illinois limited liability partnership that is registered as a foreign limited liability partnership with the New York Secretary of State's office. TP is currently...
October 21, 2020 - Volume 14 Issue 203Print Report
B died on "X." B, during his lifetime, was a professional artist. At the time of B's death, B owned a number of paintings that B had created. These pain...
News Corporation, ("NC"),is engaged in several trades or businesses, one of which is referred to as its "Digital Real Estate Services" segment, (the &...
Plaintiff brings this action against CW in her capacity as Fiduciary of the Estate of LZ and against AW and DG who inherited LZ's beneficial interests in a foreign trust an...
October 20, 2020 - Volume 14 Issue 202Print Report
C is a life insurance company that sells life insuranceand annuity products. I is a life insurance company domiciled in State X and, since Year 1, has been unde...
In 2003, the FCC auctioned licenses granting the right to broadcast in the 700 MHz frequency of the electromagnetic spectrum in specific geographic areas. VNT purchased two FCC...
TP provides wire line and wireless services to consumers. On Date B, Year 1, TP acquired all of the stock of Sub 1. Sub 1 owned Sub 2. Sub 2 owned L1, a single member limited l...
Daily fantasy sports, ("DFS"), are a type of fantasy sports game. A traditional fantasy sports league is comprised of participants that select players from profession...
October 19, 2020 - Volume 14 Issue 201Print Report
HC is a corporation organized under the laws of Cyprus. TP, a U.S. resident, owns a portion of the outstanding shares of HC. The remaining shares are owned by persons...
Petitioner is a construction company that is about to obtaina contract to install ceramic tile at a terminal in John F. Kennedy International Airport, ("JFK")....
T and L are each taxed as partnerships. The partnerships provide bulk-packaged tomato products to food processors and customer-branded finished products to the food service and...
1. The Ss, MAS and MS, are married and have been married at all relevant times. 2. The Ss file their taxes jointly and share equally in the burden of paying for their taxable p...
On August 23, 2006, J entered a 50-year lease agreement with the Commission which allowed for the construction and operation of a hotel on land owned by the Commission. The Boa...
October 15, 2020 - Volume 14 Issue 199Print Report
Decedent (D) died on Date 1. At the time of his death, he owned shares of C1, a closely-held corporation organized in State 1 that had approximately "#1" fu...
October 14, 2020 - Volume 14 Issue 198Print Report
TP produces and sells products to U.S. and foreign distributors. A distributor's income is dependent on several criteria, including the amount of products the dis...
On September 1, 2016, SW entered into an Option Agreement with J that granted SW "the exclusive right and option...to acquire" certain real property...in exchange for...
In 1993, D began selling Swiss annuities. In 1998, D became concerned with asset protection when he was sued by an individual in the United States. To protect his substantial a...
Taxpayers, ("TPs"), allowed the placement on their land of outdoor advertising signs and the signs' supporting structures, (the "billboards"). The Schoo...
Sec. 1603 of the American Recovery and Reinvestment Act of 2009, (the "Recovery Act"), allows the Treasury to provide "Grants for Specified Energy Property In Li...
Partnerships are "pass-through" entities, meaning that they are not taxed, at the entity level, on their taxable income. Instead, such taxable income is "passed-...
The taxpayer, ("TP"), is a limited liability company and the owner of record of the Property by deed dated XXX. X is the sole member of TP having originally purchased...
October 12, 2020 - Volume 14 Issue 196Print Report
C was in the business of manufacturing and renting industrial equipment as well as stamping automotive equipment. C owned three manufacturing plants in State 1 and on...
During the relevant tax period, BS operated in Massachusetts, ("M"), and was subject to the M corporate excise tax. Through two of its affiliates, it also operated in...
Morgan Stanley, ("MS"), and Eaton Vance Corporation, ("EV"), have entered into a definitive agreement under which "MS will acquire EV for an equity val...
In 1984, Petitioner, (P), was a member of the Chicago Mercantile Exchange (CME). P conducted two separate trades or businesses as a member of the CME, acting as a &qu...
Momentus, Inc.,("MI"), a privately held entity, announced that it has signed a definitive merger agreement with Stable Road Acquisition Corporation, ("SRAC...
In 2004, Petitioner, (P), filed a New York part-year resident income tax return identifying herself as a resident of New York from January 1, 2004 to March 31, 2004....
1. On January 2, 2004, the Cs purchased a 2004 Chevrolet, ("Chevy"). 2. On February 17, 2013, the Cs established, by written agreement, a joint revocable trust, (the...
LLC is classified as a partnership for tax purposes. For more than five years, LLC has owned several commercial office buildings that are leased to unrelated third pa...
On December 19, 2019, TP and their landlord entered into a lease termination agreement for the premises, through a Third Lease Amendment, (the "agreement"). Under the...
FPS is a Country X limited partnership that directly engages in Business A in Country X; and owns and manages a group of foreign and domestic affiliates that engage in Business...
For many years, D has been engaged in Business A, serving both large and smaller clients. D has outstanding solely common stock, all of which is held by A, B, and C o...
During the years in issue, 2014 and 2015, L owned a short-term rental property, ("SRp"), that is several hours from petitioners, ("Ps") home. L rented...
In April 2005, H bought a single-family residential property in Alexandria, Virginia, with a mortgage from NYCB. Later, as a result of a decline in mortgage rates, H refinanced...
In 2015, D entered into negotiations with T for the construction and subsequent leasing of a commercial facility. D formed I in May 2016 and I purchased the land on which the f...
Under Sec. 132(a)(5), employers that provide their employees with transportation benefits can exclude those benefits from their employees' gross incomes i...
B employed A as a sales representative for approximately 33 years. A and his employer entered into an Employment Agreement on January 1, 2013, ("Original Agreement")....
A, an individual, owns four units of P1, a limited partnership that provides janitorial services. In order to become a partner in a real estate limited partnership, A...
ADT provides security services to residential and commercial property owners throughout the country. ADT enters into alarm-services contracts with its customers and provides re...
On April 13, 2020, the court issued an order granting the first Motion for Summary Judgment by the United States finding that the $26,252,741.22 disputed amount, (the "Dis...
Pursuant to Sec. 4051 of the Internal Revenue Code, a Federal excise tax isimposed on the retail sale of automotive truck chassis' and automotive truck bodi...
While one can never be sure about earnings and profits, or the lack thereof, the retained earnings deficit at LVGO certainly is persuasive(albeit not conclusive)evid...
September 30, 2020 - Volume 14 Issue 188Print Report
C is a domestic corporation engaged in ongoing business activities. As of May 31, 1984, C had issued and outstanding "p" shares of common stock which were h...
Decedent maintained two IRAs, IRA X and IRA Y. Decedent died on Date N, after his required beginning date, as defined in Sec. 401(a)(9). Decedent was unmarried at the time of h...
The E.W. Scripps Company, ("SSP"), will be purchasing the stock of ION Media Networks, Inc., ("IMN") for a total of $2.65 billion. The market has endorsed t...
The latest "SPAC" acquisition is very much "of the moment" since the private company that will be going public through the combination with the SPAC operate...
September 29, 2020 - Volume 14 Issue 187Print Report
Petitioner, (P), is a New York corporation that manufactures and sells office equipment and supplies and provides related services. It sells its goods and services ou...
Petitioner, ("P"), offers broadband communications services for Texas residential and business customers. P's services include internet access and telecommunicati...
APP brokered insurance policies with various Texas warehouses to insure bales of cotton temporarily stored at their facilities. APP received premiums from the Texas warehouses...
Plaintiffs, who are all former employees of Lowe's Home Centers, LLC, ("L"), assert that L violated the Fair Labor Standards Act, ("FLSA"). Plaintiffs&#...
September 25, 2020 - The Deal Survey: September 2020Print Report
Welcome to our summary of deals for September 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....
September 25, 2020 - Volume 14 Issue 186Print Report
Rev. Rul. 80-76, 1980-1 C.B. 15, holds that when a corporation's majority shareholder transfers stock in that corporation to an employee of such corporation's...
United Wholesale Mortgage, a closely-held entity,and Gores Holdings IV, Inc., ("GHI"), a publicly traded and widely heldspecial purpose acquisition compan...
September 24, 2020 - Volume 14 Issue 185Print Report
D filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Title 11 of the United States Code)on Date 1. The Bankruptcy Court confirmed the plan on D...
The TP companies are affiliates with common ownership. The TP companies have elected Subchapter S status for federal income tax purposes. Some of the companies have substantial...
September 23, 2020 - Volume 14 Issue 184Print Report
S provides electric service to a diverse group of retail, commercial, industrial, and public sector customers in the city and suburbs of City. S is subject to the reg...
Petitioner intends to teach private cooking and baking lessons in peoples' homes. Petitioner will offer her customers one of three services: One such service includes Petit...
W was organized on May 8, 2012 as a non-stock, non-profit corporation under the Kentucky Non-Profit Corporation Act, ("Act"). The articles of incorporation state: &qu...
Liberty Latin America Ltd., ("LLA"), is an international provider of telecommunications services. LLA recently distributed subscription rights to the holders of its C...
SNL is wholly owned by SNI. SNI, through its subsidiaries, (collectively, "S"), has operated a truck load freight transport business since 1935. S uses truck tractors...
On October 3, 2016, Plaintiffs mailed their 2015 Oregon tax return to Defendant, and Defendant processed Plaintiffs' return on October 6, 2016. Plaintiffs did not select th...
TP is a real estate investment trust, ("REIT"). TP invests primarily in real estate serving the health care industry. TP owns a portfolio of Facilities. Each Facility...
Tax Law Sec. 601(e) imposes a personal income tax on a New York non-resident individual's taxable income that is "derived from New York sources." The tax is equal...
September 21, 2020 - Volume 14 Issue 182Print Report
In 2003, Mr. M and Ms. Z transferred legal and equitable title to the ED property, for a five year period, to EHC, as trustee for the ED Trust, (EDT). According to th...
Defendant, ("D"), has been a citizen of the United Statessince 1988. D resided here during the 2007 calendar year. In 1999, D signed paperwork to open the "...
September 18, 2020 - Volume 14 Issue 181Print Report
TP, a State A corporation, is a publicly traded REIT. TP owns a diverse portfolio of Properties in Country A. TP's Country A operations are conducted through vari...
MG is a company specializing in the procurement, aging, and distribution of cheese...with a full line of cheese and cheese-related products. MG was a "manufacturer" a...
New York appeals from judgments of the District Court invalidating the State's Opioid Stewardship Act, ("OSA"). Part of the OSArequires opioid manufacturers...
Apartment Investment and Management Company, ("AIV"), has announced a plan to separate its business into two separate and distinct publicly traded companies, Apartmen...
September 16, 2020 - Volume 14 Issue 179Print Report
X is a limited partnership. X intends to consummate an initial public offering (IPO). X expects to be treated as a publicly traded partnership (PTP or MLP). X provide...
Petitioner, ("P"), claimed $14,722 in medical expenses on his application for property tax reduction benefits. P explained that the amount represented the costs of &q...
In just the latest of what has become almost a daily occurrence, Opendoor Labs, Inc., ("OLI"), a privately-held corporation, has entered into a definitive business co...
September 15, 2020 - Volume 14 Issue 178Print Report
TP is a REIT. It operates its business through OP. OP is a State B limited partnership. TP, OP, and lower-tier entities wholly owned by OP, collectively, are referred...
In February 2013, H moved from California, ("C"),to Malaysia, ("M"), for the purpose of employment for S. The contract stated that the duration of emp...
APP is a limited liability company, (LLC), that is classified as a partnership for both federal and California income tax purposes. It is a "foreign" LLC formed in De...
Global Indemnity Ltd., ("GI Cayman), will be re-incorporating in the United States. It cites the 2017 tax law, (the "TCJA"), as a motivating factor in its decisi...
YS is a yoga instruction and fitness franchisor. YM is a YS franchisee. YM's customers will be charged a fee to participate in yoga classes. YM intends to offer classes tha...
September 14, 2020 - Volume 14 Issue 177Print Report
A real estate investment trust (REIT) invests in construction loans. Under an agreement between the trust and a borrower, the trust agreed to advance funds to the bor...
Petitioner, ("P"), e-filed the 2013 Form 1040 on October 15, 2014, (the "10/15 submission"). P e-signed Form 8879 to authorize BTL to file a return on his b...
September 11, 2020 - Volume 14 Issue 176Print Report
Sec. 851 and Sec. 856 prescribe certain requirements that an entity must meet to qualify as a regulated investment company (RIC) or as a real estate investment trust...
The appellants say that JH's work in Afghanistan, ("A"), in 2011-2012 qualified them for a foreign income tax exclusion under Sec. 911 of the Internal Revenue Cod...
September 10, 2020 - Volume 14 Issue 175Print Report
PRS is a limited partnership. PRS owns and operates the Property, which has a fair market value of approximately "a" and is subject to mortgage debt of &quo...
Petitioner is a wholesale manufacturer of orgeat almond syrup, (the "product"). Petitioner sells the product online, as well as in grocery stores. The orgeat almond s...
On December 9, 1999, E acquired 197 acres of real property in Westford, Massachusetts for $470,000. The property was purchased through GHE LLC and is referred to as the "G...
Petitioner is a New York State manufacturer of beer with a manufacturing facility situated in New York City. Petitioner also sub-contracts some of its manufacturing to faciliti...
September 9, 2020 - Volume 14 Issue 174Print Report
In order to restructure J's debt, J proposes to form a trust, (X). X will offer its shares to investors, and with the proceeds of the sale of X's shares J wil...
Parent, ("P"), is a publicly-traded State A corporation. P wholly-owns each of Sub 1, ACQ, and D2. D2 owns LLC1, a disregarded entity. LLC1 owns all of the stock of D...
For tax years 2009 and 2010, S was a member of several entities which were taxed as partnerships. One such entity was SSY. For tax year 2009, S received income from other partn...
S is a U.S. subsidiary of SI, a Canadian dairy company. S operates facilities at various locations in Wisconsin. S manufactures cheese. The only type of personal property at is...
In 1998, Congress enacted the Internet Tax Freedom Act, ("ITFA"), which prohibited State and local governments from imposing any taxes on Internet access. Congress ma...
September 8, 2020 - Volume 14 Issue 173Print Report
Corporation C, (C), directly owns all of the stock of Corporation B, (B). The latter owns all of the stock of Corporation A, (A), which owns all of the stock of Corpo...
Teledoc Health, Inc. ("T"), and Livongo Health, Inc. ("L"), have entered into a definitive agreement pursuant to which T will acquire all of the stock of L....
PH was the C.F.O. and a shareholder of GCI, a privately held corporation. The GCI board of directors, (the "Board"), authorized shareholders to donate GCI shares to F...
Grant Thornton, ("GT"), recommended that M structure his consulting business as an 'S' corporation. GT also recommended that the 'S' corporation be wh...
September 4, 2020 - Volume 14 Issue 172Print Report
TP, an individual, and I, also an individual, each own 50 percent of the stock of T. TP arranged for Investors (Is) to form a corporation, ACQ, on TP's behalf, fo...
Skillz, Inc., ("S"), a leading, closely-held, mobile games platform, and Flying Eagle Acquisition Corporation, ("FEAC"), a publicly traded special purpose a...
Petitioners, ("Ps"), organized D LLC, TSC, an 'S' corporation, ILP, and DT. Ps each owned 50 percent of TSC. Each P held a one percent general partnership int...
September 3, 2020 - Volume 14 Issue 171Print Report
Company, (C), is in the business of purchasing, pooling, selling, and servicing conditional sales contracts for manufactured housing. C also originates manufactured h...
PS is a limited partnership organized under New York law to develop the Apartment Complex, ("AC"). Defendants SHF and SLP are Limited Partner and Special Limited Part...
P owned Sub 1; Sub 1 owned Sub 2; and Sub 2 owned Sub 3. Sub 3 operates Business A. In Year, the following series of transactions occurred: (i) On Date 3, P was formed on behal...
Ligand Pharmaceuticals, Inc., ("LPI"), recently unveiled the details of its agreement to acquire all of the outstandingstock of Pfenex, Inc., ("PFI"),...
A variety of digital platforms now enable individuals or entities to "crowd source" jobs by using the Internet to outsource assignments to an undefined and often larg...
On July 20, 2005, Appellants, ("APPs"), purchased a residential property in Pleasanton, California, (the "property"), for $2,295,000. On May 17, 2012, APPs...
DB is the mother of ADB and JNB. MB is not the biological or adoptive father of those children. In 2016, ADB was age seven and JNB was age 11. The children did not reside with...
TP is a REIT. TP constructs and/or acquires telecommunication infrastructure assets, (the "Systems"), and then leases, licenses and/or otherwise grants the use of the...
TP is a REIT. TP primarily owns and leases residential real estate to third parties. LP, a State B limited partnership, owns a "Y%" interest in TP.
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On April 30, 2012, Appellant, ("APP"), entered into a deferred exchange agreement with ANIto facilitate a like-kind exchange of APP's property, (the "r...
Chevron Corporation, ("C"), and Noble Energy, Inc., ("N"), have entered into a definitive agreement pursuant to which C will acquire all of the outstanding...
TP is a leading global provider of General Products. TP owns FC, an entity formed under the laws of Country. FC owns Disregarded Entity 1 (DE1). DE1 owns DE2. FC, DE1...
Petitioner proposes to transfer three parcels of real estate owned by petitioner personally to N LLC, a New Hampshire single member LLC, which is owned by H LLC, which is in tu...
Comcast, ("C"), provides cable-network and related services in Mississippi, ("MS"), C holdsinvestments in more than 50 subsidiaries that, like C, are...
Respondent, ("R"), mailed a notice of deficiency by certified mail to Petitioner, ("P"), on May 21, 2019. The notice was sent to both P's last know addr...
Petitioner is a company that is engaged by contractors to provide site safety managers, fire safety managers, and "emergency action watchmen" for work on construction...
XY is a partnership. Prior to the formation of XY, the business was run through X, an 'S' corporation, and Y, a partnership. A, B, C, D, and E were the shareh...
Recently, Liberty Broadband Corporation, ("LBB"), announced a transaction in connection with which it willacquire, in a "downstream merger," the asset...
This is an appeal from a ruling by the Tax Commissioner. C initially sought a determination from the City, challenging a portion of the City's BPOLassessment on the b...
P is a real estate investment trust (REIT). P's stock is bothpublicly-traded and widely held. P owns all of the membership interests in LLC1, a disregarded...
S and M were married in 1971. M and S each retired in 2012. LZ, their daughter, was born in 1982. In 1985, LZ was seriously injured in a sledding accident. LZ suffers from seve...
Petitioner, ("P"), is challenging tax assessments on a solar photovoltaic electrical system ("system") that is located on its land. P has entered into an ag...
C is a REIT. C proposes to sponsor the formation of a new partnership that would own and operate real estate properties for long-term investment. C plans to contribut...
B is a retailer of consumer electronics and appliances. B also sometimes installs appliances in the purchasers' homes. When a customer purchases an appliance, the customer...
The taxpayer, a nonresident alien individual, owned real property situated in the U.S. that was subject to long-term leases, referred to as "net leases."
D erects towers, builds lines and antennas, and installs roads and fences for wireless tower sites. D pays sales tax or use tax as a consumer when it purchases building materia...
August 20, 2020 - The Deal Survey: August 2020Print Report
Welcome to our summary of deals for August 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
A is a Missouri corporation. G is A's sole shareholder. A engaged in the sale and rental of fly fishing equipment and supplies and took customers on guided fly fishing trip...
The Hs were married on November 22, 1992. They moved to Nebraska in 1996. In 2000, C accepted a position that required him to relocate to the United Kingdom, ("U.K.")...
Petitioner is a New York Federal Firearms Licensee, ("FFL"). Petitioner also is a New York sales tax vendor that sells firearms from its own inventory. A New York res...
There have been a plethora of "SPAC" acquisitions, or at least announcements thereof, over the recent past. As we delve into the agreements with respect to these acqu...
BI was an electing small business corporation. In 1968, BI entered into a contract with Universal Design, Ltd. (U), whereby U undertook to construct, erect, and insta...
The taxpayer, ("TP"), operates a shooting range with seven outdoor firing ranges. When the facility first opened, Gintended it to be a private shooting range. H...
Petitioners owned a small shopping center. The shopping center consisted of two buildings. Prior to 1968, the sewage generated by the shopping center was handled by t...
Y is an Arizona 'S' corporation. Its principal place of business and commercial domicile is in Arizona. RP was its sole shareholder. Y operated an internet-based busine...
P's operations are comprised of five business segments: Media Networks, Parks and Resorts, Studio Entertainment, Consumer Products, and Interactive Media. P is The Walt Dis...
For the 2007, 2008, and 2009 tax years, Appellants, ("APPs"), sought refunds on their federal income taxes based on losses incurred in connection with three vacation...
On April 8, 1953, MA, the predecessor to Petitioner, ("P"), incorporated in the State of New York. In 1954, MA joined with NCCto form a joint venture, M/N, to a...
Rev. Rul. 67-67, 1967-1 C.B. 6, holds that a floating dock that is attached by rings to fixed pilings driven into a harbor bottom is inherently permanent property
Advice has been requested whether certain expenditures made to prevent conception and childbirth or to terminate pregnancy are amounts paid for "medical care" as that...
On January 10, 2018, the court converted this case to a case under chapter 7 and appointed JP as the chapter 7 trustee, ("T"). T filed this Motion, requesting that th...
The Gs timely filed their original return for 2015 on or about April 15, 2016, which claimed a refund... In late 2018, CA timely filed the Gs' 2015 amended return (Form 104...
Taxpayer, (TP), is a State X corporation. TP is engagedprincipally in the production of food products for distribution in grocery, food service, restaurant and...
The Literary Club, ("Club"), is a private organization whose primary function, as described in its constitution, is to "provide a forum for its members to read o...
On May 5, 2020, the Attorney General of California filed this action on behalf of the People of the State of California, (the "People"), seeking injunctive relief...a...
Company, (C), which intends to elect REIT status, contributed its leasing service company assets and cash to Operating Partnership, (OP), in exchange for units in OP....
In 1980, the Washington legislature enacted former RCW 82.04.4297, which created a B&O tax exemption for "amounts received from the United States" or "from t...
One of the more complex deals we have encountered is the proposed acquisition by Third Point Reinsurance Ltd., ("TP"), of Sirius International Insurance Group, ("...
Petitioners, ("Ps"), were shareholders of PP, an 'S' corporation. PP was certified as a "QEZE" effective June 28, 2008. On or about December 1, 2002...
In 2012, W owned a 2.24 percent interest in BS, a partnership. BS owned a 19.63 percent membership interest in H. In 2012, H was acquired by DV. Under the merger agreement, mem...
Petitioner, ("P"), on June 19, 1945, purchased 50,000 bushels of rye, for his own account, on a grain futures contract. He sold it on December 19, 1945, rea...
Traditionally, fantasy sports have been typically played among a group of people...over the course of a league's season. Around 2007, companies began offering a new form of...
GCI Liberty, Inc., ("GCI"), a company that was split-off from Qurate, owns approximately 23.5 percent of the stock of Liberty Broadband Corporation, ("LBB")...
M is a corporation formed in State S. Two of M's major lines of business are B and C. The B business is conducted by D, an unincorporated division of M. The C bus...
Teladoc Health, Inc., ("T"), and Livongo Health, Inc., ("L"), announced that they have entered into a definitive merger agreement, the objective of which is...
Taxpayer, ("TP"), provides wedding and party entertainment services. TP provides disc jockeys, coordination services, visual packages, photo booths and other services...
On January 1, 1948, Petitioner, (P), together with his father and brother, formed a partnership by equal contributions of capital for the purpose of conducting a lumb...
S, in 1973, formed DCA, a partnership for Federal income tax purposes. On January 1, 2008, S assigned his 70 percent membership interest in DCA to SRM, an 'S' corporati...
Petitioner, (P), is engaged in the banking and financial services business. During 1987-1989, P placed in service furniture and fixtures at its facilities throughout...
Between 2002 and 2013, H held dual appointments at the U.C.L.A. David GeffenSchool of Medicine as Associate Professor and as the attending surgeon at the West Los Angeles...
HF, an experienced investment banker, established two trusts for his two sons and in 1969 the trusts had large capital gains from the sale of certain stock. To offset...
Leadville Insurance Company, ("L"), appealed the assessment of corporate income tax in the amount of $23,831,054.34...for the years 1996-2003. The Comptroller imposed...
Petitioner, ("P"), and his former spouse, ("FS"), were married on June 11, 2009. They had one child during their marriage. They separated on November 4, 201...
Petitioner, ("P"), an unmarried individual, age 57, filed her 2017 Wisconsin Homestead Credit tax claim on February 26, 2018. The Department of Revenue, (the "De...
7-Eleven, Inc., ("7E"), announced that it has entered into an agreement to acquire Speedway, ("SP"),a leading convenience store chain, from Marathon P...
TP, his wife, son, and daughter, each owned 25 percent of the common stock of X Corporation, (X). TP owned all 1,000 shares of X's non-voting preferred stock. X r...
Taxpayer was incorporated in State A on Date 1. Taxpayer filed "Articles of Domestication" in State B on Date 2. Taxpayer was dissolved in State A on the &qu...
TP purchased three Oregon Business Energy Tax Credit, ("BETC"), certificates over the course of several years, each time for a discounted purchase price that was 33 p...
TP is a real estate investment trust, ("REIT"). TP intends to acquire an interest in C. C is a partnership for federal income tax purposes. C owns and leases the &quo...
In April, 1956, a manufacturing corporation entered into an agreement to purchase a parcel of land and certain buildings thereon for the specific purpose of using the...
On July 29, 2020, pursuant to an Agreement and Plan of Merger that was entered into approximately 13 month earlier, Merger Sub, a newly-created, wholly owned subsidiary of Sun...
On July 26, 2019, JEGbought a 2018 Cadillac, (the "Cadillac"), for $38,897. JEG paid $2,432.34 in state and local sales taxes when she titled the Cadillac. On N...
On Date 1, TP, a corporation, purchased contracts that provided life insurance on the lives of its employees. The contracts were individual whole life fixed premium c...
Prior to filing for bankruptcy, the Debtors had sold or otherwise disposed of substantially all of their material assets. On October 14, 2015, the Debtors filed a voluntary pet...
Christian Mission, ("CM"), owned a building and an adjacent parking lot in Passaic, New Jersey. In 2009, CM purchased the property at issue here, a commercial warehou...
L's father died in 1989, leaving 96 acres of property to each of L and her brother, T, as tenants in common. The property consisted of 96 acres of farm land and a three-acr...
All of the home games played by the Chicago Bears of the National Football Leaguewere played at historic Soldier Field during the tax periods at issue. Soldier Field has...
The taxpayer, an official of an organization, was involved in certain litigation which was of a personal nature but which "focused national attention" on th...
P is a New York not-for-profit corporation exempt from sales and use tax under Sec. 1116(a)(4). P's purposes are religious and charitable. P filed a claim for refund of tax...
On September 29, 2015, Kansas City Contracting, Inc., ("KCC"), purchased a 2015 GMC truck, ("GMC"). On December 31, 2019, KCC sold the GMC for $42,400. On J...
CNX Resources Corporation, ("CNX"), and CNX Midstream Partners, L.P., ("CNXM"), announced that they have entered into a definitive merger agreement, (the &q...
TLS Management and Marketing Services, LLC, ("TLS"), was a tax planning and consulting firm based in Puerto Rico, ("PR"). TLS alleged that it generated two...
R purchased a rental property in Southfield, Michiganfor $60,000 on August 15, 2011, but failed to pay the 2011 taxes due on the property. This delinquency was never paid...
Petitioner is an Indiana-based company that manufactures and markets orthopedic implants, such as prosthetic joints.It also provides its customers with medical instrument...
P is a general partnership of five individuals. In 1969, P purchased a building for commercial use. Through depreciation and other adjustments and distributions, the...
Under a tobacco company "buy-down" contract with retailers, the tobacco company agrees to pay the retailer a specified amount for each pack of cigarettes sold by the...
Company, ("C"), is licensed by the Massachusetts Gaming Commission to operate a gaming establishment in Massachusetts, ("M"). C owns and operates a hotel an...
The taxpayer is a general partner of a firm which consists of both limited partnersand general partners. The limited partners are entitled to a fixed return on...
eBay, Inc., ("EBAY"), and AdevintaASA, ("ADE"), announced that they have entered into a definitive agreement for EBAY to transfer its classifieds busi...
Petitioner is a retail dealer of cigarettes and tobacco products with various locations throughout New York State. Some cigarette manufacturers provide cigarette retailers with...
July 23, 2020 - The Deal Survey: July 2020Print Report
Welcome to our summary of deals for July2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....
W is an Ohio corporation actively engagedin the business of operating restaurants throughout the U.S., including Illinois. W is Wendy's International, Inc.<...
On June 28, 2019, JJG, an individual, purchased a 2008 Chevrolet Cobalt, ("Chevy"). JJG is a trustee and grantor of the Trust. On October 16, 2019, the Trust purchase...
Partnership, (PS), purchased property, (B), for $500x. A, a partner in PS, is entitled to a guaranteed payment under Sec. 707(c) of $800x. Subsequently, when the fair...
Petitioner owns and operates a bridal shop. A customer has two options when purchasing a wedding dress: (1) pay a 50 percent non-refundable down-payment on the purchase of a dr...
Taxpayer is a limited liability company. Taxpayer sells and installs industrial storage materials... The Department of Revenue, (the "Department"), issued an assessme...
Congress enacted the Bank Secrecy Act, ("BSA"). Sec. 5314 provides that: "...the Secretary shall require a resident or citizen...to keep records, file reports......
In January 2006, P and his business partner formed H. P owned 75 percent of H. H was the sole member of SLLC, a disregarded entity. In February 2006, SLLC purchased a residenti...
It appears that the last remaining obstacle to the acquisition of Caesars Entertainment Corporation, ("C"), by Eldorado Resorts, Inc., ("E"), has been surmo...
TP is a real estate investment trust, ("REIT"). TP owns a portfolio of senior housing and health care properties. F is a Region A limited partnership that owns "...
In January 2000, petitioners, ("Ps"), purchased a 14,400 square-foot historic waterfront mansion and property in Newport, Rhode Island for $1.35 million with the inte...
In 2006, W worked at SR as vice president of product and marketing. On December 13, 2006, W accepted KS's employment offer and in January 2007 she began working there. KS g...
Company, (C), owns, leases, and manages residential and commercial real estate. C reported its taxable income as a C corporation for all taxable years ending on or be...
Dell Technologies, Inc., ("DTI"), has now confirmed what was previously only rumored, i.e., that it is "exploring potential alternatives with respect to its owne...
123 Company, ("123") owns and operates electric vehicle charging stations in South Carolina. Customers of 123 pay for electricity based on charging time, a "sess...
Arizona, ("AZ"), law imposes one of two distinct taxes on all diesel fuel sales--fuel tax or use tax--depending on how the diesel fuel is used. The law requires vendo...
In 2016, the European Commission announced its decision that, as AAPL reports in its SEC filings, "Ireland granted (illegal) state aid to AAPL through the issuance of tax...
Petitioner claimed $13,572 in medical expenses. The Division removed therefrom$10,196 in "naturopathic" medical expenses. The Division denied the medical expens...
This case concerns whether the intangible assets in a "QTIP" trust which was created by the pre-deceasing spouse in New York, are subject to the Massachusetts, ("...
Between 1988 and 1990, the plaintiffs constructed a steel pipeline network which linked S's gas fields to S's natural gas processing plant, (the "K facil...
Sec. 172 was amended by the "CARES" Act," (the "Act"). As amended, Sec. 172(a)(1) generally allows in the case of a taxable year beginning before Janua...
M is an exempt hospital under Sec. 501(c)(3) of the Internal Revenue Code. During "u," M entered into a contract for the purchase of an undeveloped parcel o...
Petitioner performs energy audits of existing homes and commercial buildings. It sometimes finds no insulation or insufficient insulation in attics or in basement rim or joist...
The Petitioner provides pedal bus bike ("vehicle") sightseeing tours. Passengers book the vehicle for a group tour at a specific date, time, and location. The Petitio...
Presidents have uniformly testified or produced documents in criminal proceedings when called upon by federal courts. This case involves the first state criminal subpoena direc...
PG&E Corporation, ("PGE"), and its operating subsidiary, Pacific Gas & Electric Co., ("PAC"), have, now that their complicated bankruptcy plan, (&qu...
Occidental Petroleum Corporation, ("OXY"), recently announced that its Board of Directors has declared a distribution to holders of its common stock of warrants to pu...
P is the mother of two boys, the elder of whom was scheduled to graduate from high school in 2016 and matriculate at Morehouse College, ("M"), that fall. P anticipate...
In April 2019, three committees of the House of Representatives issued four subpoenasseeking information about the finances of President Trump, ("PT"), his chil...
The Kentucky Transportation Cabinet, Department of Highways, filed a petition to condemn certain real property owned by Borders Self-Storage & Rentals, LLC, ("B")...
Aonplc, which recently "re-incorporated" from England to Ireland, has agreed to acquire "the entire issued ordinary share capital" of Willis Towers Wa...
The organization is exempt from federal incometax as a charitable organization under Sec. 501(c)(3) of the Internal Revenue Code. Its resources are dedicated to...
Oregon law generally taxes real and tangible personal property situated within its borders. But certain commercial and industrial entities, including railroads and other inters...
The Allstate Corporation, (ALL), has agreed to acquire the outstanding commonstock of National General Holdings, (NGHC), "for approximately $4 billion in cash or $34...
Under IC Sec. 6-3-2-2(a), business income of a corporation is subject to apportionment to Indiana, while nonbusiness income is generally allocable to the state from w...
S has objected to a portion of the U.S. Government's tax claim in his chapter 13 case. The portion to which he objects is the priority claim of approximately $2,000 for the...
Petitioner, (P), received a low-interest federal loan to finance an improvement to its facilities. At the time of construction, P withdrew only 1/2 of the approved lo...
In January 2009, Bank of America, ("BA"), acquired Merrill Lynch, ("ML"). In October 2013, ML was merged with and into BA. In September 2017, BA filed a cla...
In 1997, AS, a foreign corporationbut an Illinois taxpayer, was owned by ASFC. More than 80 percent of ASFC's stock was owned by L, an Indiana corporation.<...
R was the sole owner of his home and used it as his permanent residence. In 1996, R applied for and received a homestead exemption on 100 percent of his residence, and he conti...
In 2015, the Montana Legislature sought "to provide parental and student choice in education" by enacting a scholarship program for students attending private schools...
Best Buy is a retailer of consumer electronics and appliances. BB also sometimes installs appliances in the purchasers' homes. If the customer has Best Buy deliver and inst...
An organization described in Sec. 501(c)(3) of the Code, ("Organization"), files a Return of Organization Exempt From Income Tax (Form 990). Organization also files a...
There appear to be two principal approaches to disinfecting coronavirus: (1) Wiping surfaces or spraying and wiping surfaces with disinfectant by hand; and (2) Using an electro...
Petitioners filed a joint New York State personal income tax return for 1984. On the return, petitioners claimed an investment tax credit (ITC) in the amount of $10,8...
On April 25, 1996, RZ, the owner of the property at issue in this case, executed a quitclaim deed, which conveyed title to herself and her five children as joint tenants with f...
P was employed by G as a certified nursing assistant beginning in January 2009 until her termination in January 2012. P suffered from epileptic seizures while at her workplace....
Between 1958 and 1983, thetax law permitted life insurance companies to accumulate, retain and defer taxes on 50 percent of undistributed profit in policyholder...
RS established the Paula Trust, ("PT"), for the sole benefit of his daughter, M, a California resident. The PT has two co-trustees, a California resident and...
On March 3, 1977, the Department of Taxation and Finance, (the "Department"), issued a Notice of Deficiency against petitioner, (P), arising out of the Depa...
The taxpayer owns and operates electric vehicle charging stations in Georgia. Customers pay for charging time, plus a session fee. Additional charges are imposed for "idli...
A person's taxable income under the Michigan Income Tax Act, ("MITA") is generally based on the federally adjusted income tax. Sec. 162 of the Internal Revenue Co...
Petitioner, (P), was at all timesa resident of New Jersey. From 1998-2010, P worked for a corporation, (C), that had locations throughout the world, including N...
Delaware, ("D") requires the holders of abandoned property to file annual escheat reports with the "SE" and pay or deliver to the SE the abandoned property...
Plaintiff, ("P"), is a diversified worldwide entertainment company with operations in five business segments: (1) Media Networks, (2) Parks and Resorts, (3) Studio En...
When a return is filed and then a second return is subsequently filed before the return due date (i.e., a superseding return), which return constitutes "the return" f...
In 2010-2012, the Massachusetts Legislature passed legislation creating sales tax holiday weekends, such that sales of personal property costing $2,500 or less were exempt from...
In 1998, petitioners reorganized their business. Prior to that year, petitioners were the owners and operators of a group of corporations and limited liability companies known...
In April, 2000, a New York limited liability company, known as WL, was formed. Petitioners were partners of WL. The Division of Taxation ("Division") certif...
Bayer, presumably on behalf of its subsidiary, Monsanto, announced a series of agreements "that will substantially resolve major outstanding Monsanto litigation, including...
June 26, 2020 - The Deal Survey: June 2020Print Report
Welcome to our summary of deals for June 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
P's customers are businesses that advertise on the internet. Typically, a business that advertises on the internet must monitor the effectiveness and performance of its adv...
The organization is exempt from Federal income tax under Sec. 501(c)(3) of the Internal Revenue Code. It was formed to promote scientific investigation and research a...
On February 5, 2020, TPsfiled their 2016 non-resident Alabama income tax return. The return claimed a refund of tax paid by estimated payment in 2016. The original due da...
D, a law firm, leases space from B, a REIT, in the CC in Philadelphia. CC is an office complex within a now expired KOIZ ("Expired Zone"). D received tax benefits und...
SoftBank Group Corporation, ("SB"), the owner of approximately 24.6 percent of the stock of T-Mobile U.S., Inc., ("TMUS"), is embarking on a program to &quo...
TP operates a professional baseball team. TP is affiliated with several minor league teams. Two of these teams are included on TP's tax return. The other affiliat...
Petitioner has several clients that are currently building new homes and are purchasing and installing qualified eligible solar energy systems for these homes at the...
H granted a conservation easement over 257 acres to C, through a deed of conservation easement. The deed provides for the allocation of proceeds from an involuntary extinguishm...
The three taxpayers are affiliates under the parent corporation,FNIS, (the "Parent"). All operate in Alabama and numerous other states. FISMprovides servi...
The Club is a for-profit entity owned by member-stockholders and organized to promote golf. The Club owns a building that is used as a combination pro shop, club storage, and c...
Sec. 482 of the Internal Revenue Code grants the Secretary (of the Treasury) broad powers to allocate income and deductions between two or more organizations, trades, or busine...
TP purchased a vineyard. A notice of proposed adjustment, ("NOPA"), was issued to TP disallowing all expenses and depreciation related to the vineyard. The NOPA deter...
Petitioner, (P), is a New York 'S' corporation that operates a granite and marble business. P purchases raw slabs of marble and granite and prepares those mat...
In 2009, 731 Market Street Owner, LLC, ("731"), the owner of a commercial building leased part of the building to CVS for 20 years plus five successive options to ext...
The taxpayer, (FW), is a consolidated group of corporations that provide temporary staffing services. FW purchased two insurance policies from AHAC; one was for worke...
T sells and leases "reverse-vending machines," the bottle and can recycling machines commonly found in grocery stores. The machines sort the bottles and cans, which a...
P owns all of the stock of S. S has only one asset, rental property, that is encumbered by a nonrecourse loan of $40x originally incurred by S on January 1, 1995. S i...
P owned and operated CC, an unincorporated business, to provide cleaning services. CC had contracts with apartment complexes to do "Unit Turnover Cleaning," and contr...
P is a limited partnership formed under the laws of another state as an affiliated investment entity of a national real estate investor and investment manager. P was formed to...
Distributions by an 'S' corporation which has accumulated earnings and profits constitute dividends (up to the amount of such earnings and profits) in cases w...
On May 22, 2020, Hertz Global Holdings and several of its affiliates, (the "Debtors"), filed voluntary petitions for relief Chapter 11 of the Bankruptcy Code. The Deb...
In 1995, the Michigan Legislature enacted the Michigan Economic Growth Authority, ("MEGA"), Act...to promote economic growth and job creation within the state. The ME...
Petitioner is engaged in the business of distributing tobacco products in North and South Carolina on a wholesale basis. It was incorporated in 1917. At that time, it...
TP is a holding company. TP owns P1. P1 is regulated by C1 and C2. On Date 1, State enacted the Act to address the Event in State and the liabilities of the Companies, includin...
Decedent created an irrevocable trust in June 2007 funded with cash and securities. He relinquished the right to "alter, amend, revoke or terminate any Trust provision or...
APP is a Washington corporation. APP did not file a timely California return for its 2011 tax year. APP was the sole general partner in two limited partnerships in California,...
An unincorporated trust, otherwise qualifying as a real estate investment trust, (REIT), under Sec. 856 of the Internal Revenue Code, leases space to a tenant in a bu...
L owned and operated a sole proprietorship, PO, whose business was to trade such items as gold and silver coins, diamonds, jewelry and oriental rugs....
Thanks to the TCJA, Public Law 115-97, the "like kind" exchange provisionswere substantially narrowed. Only qualifying exchanges of "real property" ar...
TP, an entity headquartered outside Virginia, has an employee located in Virginia. The employee will travel to consult with customers in the U.S. The consulting servi...
Unilever announced plans to unify "its Group legal structure under a single parent company, Unilever PLC, creating a simpler company with greater strategic flexibility, th...
Simon Property Group, Inc. ("SPG"), announced that it has exercised its contractual rights to terminate its merger agreement with Taubman Centers, Inc., ("TCO&qu...
1. On October 3, 2018, S purchased a 2018 Tesla. 2. The net purchase price was $70,200. 3. On October 29, 2018, S titled the Tesla and paid $5,355 in sales tax. 4. Subsequent t...
The issue is whether the taxpayer, SCI, a corporation, received the property of its wholly-owned subsidiary, FG, in a tax-free liquidation. The answer was yes. See
In the United States, the buyer(s) of a closely-held corporation will frequently,in what is sometimesreferred to as a "bootstrap" acquisition, decide to&n...
W is a Delaware corporation with several subsidiary companies doing business in Mississippi, ("M"), including single member limited liability companies, ("SMLLCs...
Petitioners have been married since 1976. They own a one-family house in Pennsylvania. In 2006, petitioners filed Pennsylvania and federal income tax returns. Petitio...
This appeal concerns electronic gaming devices placed by C in various bars, restaurants, and convenience stores throughout Baltimore. A 2010 audit showed that C had not paid &q...
Throughout his career, P has worked extensively in the discounted cash flow industry. In the early '90s, P met and developed a business relationship with DH, a high net wor...
A real estate investment trust, (REIT), leased office space in a building that it owned to 10 different tenants under 10 separate leases, with nine ofsuch tenan...
On March 1, 2010, Kraft Foods Group, ("K"), sold its entire frozen pizza business to Nestle USA, Inc.for $3.693 billion. On its federal consolidated income tax...
The "team" is a professional football club and member of the N.F.L. The team is the defending Super Bowl champions.The team plays its home games at Arrowhead St...
Oldco, (O), was incorporated under the laws of Country on Date 1. Trust 1 and Trust 2 were the owners of O. On Date 2, Trust 1 and Trust 2 were domesticated as trusts...
P is a C.P.A. and holds an M.B.A. For many years, he has been friends with R. In 1991, R purchased as his residence a beach house in Hermosa Beach, California, (the "Hermo...
Petitioner, (P), was primarily engaged in business as an architect. During 1957, P ownedsixrental business properties which were eachpurchased, impr...
APP is a JV that owns and operates a taconite mine in Minnesota. UT, (and together with APP, "APPS"), is a limited liability company that owns and operates a taconite...
APP and D were married in 1984. In1988, APP loaned $1 million to 3-V Fasteners, Inc., ("3V"). APP's loan was later converted into a capital contribution in...
The deductions at issue arise out of an illegitimate tax shelter. An individual would borrow a sum of money and use it to buy gold. He would simultaneously enter into...
S owned IDG, an 'S' corporation in the business of buying land and developing it into finished lots. By 2007, IDG had acquired three parcels of real property, V, P, and...
LTR 201948001, August 30, 2019, describes a rather garden variety"leveraged" spin-off which the I.R.S. later determined, well after the ruling was issued, was a...
Prior to 1967, each petitioner had been a shareholder in R, which was activelyengaged in the business of owning and operating a motel-restaurant and cocktail lo...
P was a non-resident of New York during 2009-2011. Prior to July 31, 2009, P owned 50 percent of the shares of ESPI, a New York domestic corporation that had in place a valid e...
Plaintiffs are retired participants in U.S. Bank's retirement plan. The plan is a defined-benefit plan, not a defined-contribution plan. In a defined-benefit plan, retirees...
Various provisions of the Internal Revenue Code provide favorable treatment when taxpayers dispose of capital assets with holding periods that exceed designated periods of time...
In 1993, MN incorporated NI in Virginia to develop and sell combat and tactical gear. In 2003, NI transferred its assets to B, a limited liability company, in exchange for a 78...
In September 1997, the As began investing in securities with OK. In late 1999, the As opened investment accounts at D. D was operating a "pump and dump" scheme. To me...
During the taxable year, an individual taxpayerconveyed unimproved real property subject to an outstanding mortgage in the amount of $10x to an organization des...
In Altaba's"Petition for Determination," recently filed with the Delaware Chancery Court, in which the companyenumerates the various actual and contin...
Tupperware Brands Corporation, ("TUP"), recently announced the commencement of an offer, (the "Tender Offer"), to purchase, for cash, up to $175 million agg...
Petitioner, ("P"), practiced law in Chicago with a focus on class action litigation. He executed "litigation support agreements." Under these agreements, th...
Taxpayer, ("TP"), owns and operates electric vehicle charging stations. Customers pay for charging time, plus a $1.00 session fee. Additional charges are applied ...
May 28, 2020 - The Deal Survey: May 2020Print Report
Welcome to our summary of deals for May 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Fischer, (F),was the president and a member of the board of directors of Medalists Industries, Inc., (M).He owned 12,015 shares of M's common stock an...
Sec. 1603 of the American Recovery and Reinvestment Tax Act of 2009, ("ARRA"), requires the Secretary of the Treasury to provide a grant to each person who places in...
This matter is before the court upon remand from the Supreme Court. Two entities claim ownership of the federal tax refund that is at the heart of this case. The first is UWBI,...
The organization is exempt from tax under Sec. 501(c)(3). Its purposes are to improve the economic and working conditions of its members, all ofwhom are profess...
The County owns and leases land to the Airport Authority to operate the Sedona (Arizona) Airport. In 1982, the Airport Authority subleased several acres to Sky Ranch to build a...
Congress enacted the "4-R" Act to "restore the financial stability of the railway system of the United States," and sought to achieve this goal by targeting...
D is a State A corporation and is the common parent of an affiliated group of corporations that join in the filing of a consolidated income tax return (the "D Gr...
Defendantappeals from the circuit court's order reversing the Department's decision that plaintiffs, the University of Chicago, ("UC"), and Bright Horiz...
H is a law firm that operates offices within and outside Detroit. Each year H apportions its net profit using a three-factor formula, known as the "business allocation per...
Y, a real estate investment trust, (REIT), owns a high rise apartment building, Building P. Building Pcontains 100 apartments, of which 95 are standard, unfurni...
Until March 4, 2011, the land occupied by the Arizona Center was owned by the City of Phoenix, and therefore was covered by the constitutional exemption from taxation...
On May 14, 2018, Mr. E purchased a 2018 Chevrolet Malibu, ("Chevy"). On October 5, 2019, Mr. E purchased a 2019 Ram Truck, ("Truck"). On October 31, 2019, M...
The statute at issue in this case states as follows: "In the case of any person willfully violating...any provision of Sec. 5314---the maximum penalty...shall be increased...
Company, (C), has never had any stock outstanding that was "readily tradable on an established securities market". TP has owned all of the outstanding stock...
On June 24, 2015, TP filed a petition with the BOA requesting a refund of sales tax paid on purchases made at BJ's Wholesale Club, ("BJ's"), with coupons. BOA...
The decedent died testate on July 4, 1955. Included in her gross estate were 2,500 shares of stock of LBC, Inc., (LBC); the remaining stock was owned by the decedent&...
TP is a REIT. TP's business consists of the acquisition, financing, and owning of real property to be leased to third-party tenants in the healthcare sector. TP primarily i...
PNC Financial Services Group, Inc., ("PNC"), owned nearly 35 million shares of the capital stock of BlackRock, Inc., ("BR") for a considerable period of tim...
In Year 1, TP was a privately-held corporation. In Year 2, TP began planning an IPO and completed the offering and became a publicly traded company. TP incurred a number of cos...
In each case, a taxpayer paid the I.R.S. several thousand dollars that he did not owe. In each case, the taxpayer filed an administrative claim for refund several yea...
Liberty Media Corporation, ("LMC"),in order to raise funds with which to repay a loan, is hopingto raise thosefunds from its shareholders. In partic...
Trust, ("T"), is an irrevocable, non-grantor trust that was established by G for the benefit of G's descendants, some are which are domiciled in New York. G was d...
AL is a certificated air carrier engaged in the business of transporting passengers and cargo within the U.S. and throughout the world. As a result of the COVID-19 pandemic and...
Prior to 1978, petitioners purchased land in San Bernardino, California. During 1978 and 1979, they caused seven one-story office buildings to be constructed on the p...
NCA is a real estate development and investment firm. DZ owned NCA. DZ worked with DN and RC to find properties to develop in the Los Angeles area. In 2005, they connected with...
On May 29, 2014, the Cs filed a bankruptcy petition under Chapter 7 of the bankruptcy code. In their petition, the Cs listed the I.R.S. as a priority creditor, and identified p...
In an effort to implement the changes enacted by the TCJA to the Internal RevenueCode (see Sec. 162(f)) regarding the deductibility of "fines, penalties, and other a...
Petitioner, ("P"), a Delaware corporation, provides wholesale energy through its wholly owned limited liability companies, R and C. P acquired R on August 26,2008 fro...
Ohio employers are required to pay into the state's unemployment compensation fund. An employer's annual unemployment-contribution rate is based in part on the amount o...
R seeks a refund of federal income tax. He filed his 2005 tax return and paid taxes for that year on April 15, 2006. On June 28, 2010, after realizing the alternative...
On May 11, 2020, SSR Mining, Inc., ("SSRM"), and Alacer Gold Corporation, ("ASR"), announced that they have entered into a definitive agreement to combine &...
TP is exempt from tax under Sec. 501(c)(7) of the Code. It owns acres...in which its members hike, hunt, and fish. State enacted a statute that sets limits on greenhouse gas em...
Prior to the proposed transaction, which is Danaher Corporation's split-off of Envista Holdings Corporation, "D" and its subsidiaries will be engaged in the D Bus...
APP was a partner with KPMG, an accounting firm doing business in multiple states. Because KPMG did business in multiple states, KPMG partners owed taxes in those states based...
L is a limited partner in partnership GL to which he contributed $10,000 in cash upon its formation. His distributive share of partnership items of income and loss is...
The issues to be decided are (1) whether Virginia's "BPOL" tax is a tax on internet access, making it preempted by the Internet Tax Freedom Act, ("ITFA"...
Several prominent retailers have already filed for bankruptcy and the economic numbers are telling us that many more bankruptcy filings seeminevitable. There are usually...
X Corporation, (X), operated its business in two separate divisions, (D1 and D2), keeping a separate bank account and a separate set of books for each division....
M corporation, ("M"),which was originally organized as a C corporation, made an 'S' election several years later. M has followed Sec. 168(k), allowing S...
Texas imposes a franchise tax on each taxable entity that does business in this state. Generally, a taxable entity's franchise tax liability is calculated by first determin...
In December, 2003, the taxpayer, (K), entered into an agreement with the National Architectural Trust, (NAT), pursuant to which K gave to NAT a facade easement
In Year 1, S and other "Ws" of Product 1 executed Agreement A with the "Xs" to resolve claims by the Xs for...relief. Agreement A requires each W to remit a...
The Alabama legislature has imposed an excise tax on the...use...in this state of tangible personal property, ("TPP"), at the rate of four percent of the sales price...
In 2010, R obtained a license from the city of Richmond, California, ("RI"),to open a medical marijuana facility. During the years in issue, R operated a medica...
L became a limited partner in a partnership upon its formation in 1971. In 1974, he contributed his partnership interest to a charitable organization described in Sec...
In recognition of the need "for enhancing liquidity during the current period of economic disruption," the I.R.S. has issued a revenue procedure, Rev. Proc. 2020-19,...
Prior to 2001, United Parcel Service, Inc., (UPS), included the income of UPINSCO and UPS Re on the affiliated group's Indiana corporate income tax return. In 200...
In 1970, Congress enacted the Bank Secrecy Act, ("BSA"), in order to combat money laundering in the U.S. Pursuant to the BSA, U.S. "persons" are required to...
WPPis a non-profit off-Broadway theater company that produces plays written and directed by women. The Department of Labor concluded that WPP owed additional tax contribu...
On April 30, 2020, Loral Space & Communications, Inc., ("L"), announced that its Board of Directors has declared a "special dividend" in the amount of $...
The Arms Export Control Act restricts sales of U.S.-manufactured military goods to foreign governments. Defense articles of greater military sensitivity, including the F-16 fig...
We have recently seen some prominent companies engage in acts that, unless ameliorativecorrective action is taken, could lead to a finding that they have "defaulted&...
A REIT entered into a loan agreement with X. Under the agreement, X borrowed $4,500,000 from the REIT for a term of five years to be used solely to acquire 200 acres...
B operates a discount book retail business headquartered in Birmingham, Alabama. B sells books, magazines, collectible supplies, cards, and other gifts in retail stores through...
Easily the most controversial aspect of the CARES Act, (the "Act"), is the well-publicized Paycheck Protection Program, ("PPP"), which was enacted by Sec. 1...
TP designs, manufactures, and installs signs and building fascia used in facility branding. The Department's auditor assessed sales tax on TP's sale and installation of...
Corporation, (C), which is Ford Motor Company, is primarily engaged in Business A. C has two classes of stock, Class A Common Stock and Class B Common Stock. The Clas...
April 29, 2020 - The Deal Survey: April 2020Print Report
Welcome to our summary of deals for April 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
In 2010, Congress passed the Patient Protection and Affordable Care Act, ("ACA"). The ACA called for the creation of "Health Benefit Exchanges" in each Stat...
An unincorporated trust, otherwise qualifying as a real estate investment trust,(REIT), plans to invest in obligations secured by mortgages on real property, in...
Deere & Company, ("D"), is the sole member of the limited liability company, JDH-US. D and JDH-US formed the partnership, JDH-Lux. The Partnership Agreement named...
TP owned 50 acres of timberland in fee which he held for investment purposes. Over the previous ten years TP had sold most of the merchantable timber growing on its l...
Plaintiffs each purchased property in a Chicago enterprise zone with the intent to continue operating it as affordable housing under section 8 of the United States Housing Act...
TP is a Virginia, ("V"), resident who owns stock in an 'S' corporation that apportions approximately 10 percent of its income to V. TP intends to sell all of...
The question is whether trusts may recognize capital losses generated by stock sales between themselves. The answer is yes. See Widener et al. v. Commissioner
In August 2015, agencies of the State of Connecticut, ("CT"),began investigating complaints by homeowners concerning the premature deterioration of the concrete...
We are expecting numerous corporations to sustain net operating losses, ("NOLs"), in 2020 for obvious reasons. An NOL arises when a corporation's allowable deduct...
A owns real property (P1) with a fair market value of $150x and an adjusted basis of $50x. B owns real property (P2) with a fair market value of $150x and an adjusted...
The taxpayer, a regulated investment company, ("RIC"), for federal income tax purposes, requests a ruling regarding whether it is permitted to subtract its shareholde...
The General Court of New Hampshire, ("legislature"), enacted the Plan as "a defined benefit plan providing disability, death, and retirement protection to member...
On April 4, 2016, DB filed a complaint against W. The complaint alleged that DB and W had engaged in a daily fantasy sports, ("DFS"), contest on a website known as Fa...
Plaintiffs, as retailers, entered into agreements with financing companies to issue "private label credit cards" (PLCC). When a customer makes a purchase wi...
During the Second World War, the War Department of the U.S. government used its eminent domain powers to acquire hundreds of square miles near the Columbia River (in the State...
Petitioner, ("P"), worked for R until 1987. He later worked for N until 1999. P has been "generally unemployed" since 2002, when he was 46 years of age. In...
The I.R.S. has decided to reconsider a revenue ruling it issued nearly 50 years ago regarding the limitations period for filing claims for refund (or credit) ofoverpaymen...
TP is an individual who was married to K. Together, they acquired substantial acreage in timberlands for investment. They divorced in Year 1, but continued holding th...
H owns the historic Tremaine Building in Cleveland, Ohio. H donated an easement in the facade of the building and certain airspace restrictions associated with the building to...
TP is a municipal corporation formed under the laws of State. TP established Program. Program provides grants on behalf of eligible homeowners with adjusted gross inco...
Last week, amid unprecedented peregrinationsin its stock price, Liberty TripAdvisor Holdings, Inc. ("LTRPA") was forced to report that "it is not aware of...
TP was formed as a limited liability partnership for the purpose of constructing and operating a residential housing project. In order for TP to receive a lower inter...
X, which we believe is Energy Transfer L.P., is a publicly-traded partnership within the meaning of Sec. 7704(b) of the Code that is classified as a partnership for federal inc...
The school district adopted a resolution to opt out of a tax exemption for the value of solar energy systems subsequently installed on real property within the school district....
In 2007, PH formed GSEas a sole proprietorship. PH intended for GSEto operate as a holding company for insurance businesses he hoped to acquire and nurture. In late...
During 1974, JE was required to make 48 trips between his residence and his physician in order to receive needed medical treatment. In making these trips, JE and his...
Michigan's use tax exempts property consumed in the "tilling, planting, caring for or harvesting things of the soil..." The question presented is whether the Legi...
Sec. 11.35 of the Texas Tax Code, enactedin response to the physical damage Hurricane Harvey caused to property in the coastal region in 2017, creates...
TP is a California-based company that did not have any employees located in Washington until November 2012. In 2010, 2011, and 2012, however, TP sent employees to Seattle, ...
C was incorporated in 1946 and its principal business activity is leasing improved real property. On December 29, 1986, C elected to be treated as an 'S' corp...
Berkshire Hathaway, as it is known to do, came to Occidental Petroleum's rescue in the latter's efforts to acquire AnadarkoPetroleum Corporation. Crucial funding...
The University (most likely the University of Connecticut, or UConn) is an entity exempt from federal income tax under Sec. 501(c)(3) of the Internal Revenue Code. Th...
On August 22, 1997, SMC was merged into S, a privately-held Delaware corporation. At the time of the merger, G held 120,000 shares of the common stock of S. As a result of the...
During 2012, petitioners owned and rented two real estate properties in Hawaii. They purchased the first property, ("BH"), in September 2003 for $1,600,000. They purc...
TP is a foreign corporation with its commercial domicile in California. TP provides Voice over Internet Protocol, ("VOIP"), services. TP's VOIP equipment allows O...
Baker Hughes, ("BKR"), in light of the "significant decline in oil and gas prices and the COVID-19 Pandemic," decided it could not wait until July 1st to pe...
D has outstanding a single class of stock. A and B own all shares of D stock, each owning "a" shares. D is engaged in Business A and in Business B.
<...
On June 1, 2006, the Ss and MRSL closed the escrow for the "P" property. Shortly after moving into the P property, petitioners had problems with the well-water system...
The merger of Xperi Corporation, ("XC"), with TiVo Corporation, ("TV"), seems to be on schedule with a second quarter closing anticipated. The merger is str...
I owned all ofthe outstanding stock of Y. I and C, a person not related to I, together owned all of the outstanding stock of X. I owned the Class B stock (44 sh...
Petitioner, ("P"), is a New York public utility that provides telecommunication services to consumers nationwide. In November 2013 and August 2014, P applied for refu...
The City requests an advisory opinion regarding the exemption for newspapers, magazines, newsletters and other publications for purposes of the Business, Professional and Occup...
MRC and MRSC, husband and wife, were domiciled in, and residents of, Connecticut, ("CT"), for the tax years 2005, 2007, and 2008. During the tax years, MRC, an execut...
An unincorporated trust, otherwise qualifying as a real estate investment trust, (REIT), under Sec. 856 of the Internal Revenue Code, acquired the fee interest only i...
S is a limited liability partnership. On January 12, 2016, an Electronic Real Estate Transfer Return, ("eRETR"), was filed reporting the December 29, 2015 conveyance...
In 1989, J was employed as a clerk at Nigeria's New York City Consulate. After purchasing 12 $1 lottery tickets, he hit the jackpot, winning a grand total of $26,...
MRH borrowed more than $150,000 to pay costs associated with medical school for his son. These loans were fully discharged in 2011. That same year, MRHreceived a non-taxa...
Petitioner, ("P"), and his former spouse were married for 14 years and had four children together before they officially dissolved their marriage on April 19, 2010. T...
PF purchases meals from a third party, HSG, without paying sales tax; provides the meals to its residents as a component of its nursing home services; and includes the cost of...
In its operations, an unincorporated trust, otherwise qualifying as a real estate investment trust, (REIT), purchased the land underlying an apartment complex and acq...
American Honda Motor Company, Inc., ("AH"), is the principal United Statessubsidiary of Honda Motor Co., a Japanese corporation. AH has a long-standing traditio...
On Friday, April 3, 2020, Raytheon Technologies Corporation, ("RTX"), was born. RTX is the product of the highly touted "merger of equals" transaction in wh...
Under a plan of reorganization, Y Corporation, (Y), acquired all ofthe properties of X Corporation, (X), solely in exchange for 40,000 shares of voting common s...
Since 1893, the State of Texas has imposed a franchise tax on most domestic and foreign corporations operating in this State. Determining a taxable entity's franchise tax l...
Airgas, ("AG"), sells industrial, medical, and welding gases. Its customers take delivery of the gases in steel cylinders that AG owns. AG charges a rental fee of 12...
Debtor, ("D"), filed a voluntary petition for relief under Chapter 13 of the U.S. Bankruptcy Code on August 12, 2019. The I.R.S. filed a proof of claim, ("Claim&...
Atek was an 'S' corporation formed in 1996 by AT and EK. Atek was a construction company. In 2002, AT gave 10 percent of his stock to MT. For tax years 2002 and 2003, A...
D appealed the local property tax assessments on his commercial properties. On February 21, 2019, the parties entered into a stipulation of settlement reducing saidassess...
P is incorporated under the laws of New York. P is a wholly owned subsidiary of BTG S.A. BTG S.A. is a wholly owned subsidiary of BSA. P is the sole member of US BD and US AM....
S's adoption of her son, a child with "special needs," was finalized in 2003, but S did not claim a credit for "qualified adoption expenses" for the 200...
TP is a REIT. For its taxable year ended Date 2, TP had a net capital gain of approximately "$a." For the same taxable year, TP generated a net operating lo...
Ironically, April 1, 2010 is now officially the date on which the long-awaited, and seemingly doomed, business combination of T-Mobile US, Inc., ("T"), and Sprint Cor...
On March 31, 2020, the Board of Directors of Madison Square Garden, Inc., ("Registrant"), approved the distribution to its shareholders of the common stock of a newly...
1. Partnership, ("PS"), is a Limited Partnership owned by six limited partners. 2. PS owns real estate in North Carolina, ("NC"). 3. One of the partners res...
X is a REIT. X had contracted with an independent contractorto provide services and perform managerial and operational functionswith respect toits c...
In order for a real estate investment trust, ("REIT"), to maintain its tax status it must, among other things, distribute to its shareholders at least 90 percent of i...
LendingTreeLLC, ("L"), operates an online loan marketplace that matches prospective borrowers with potential lenders. Interested borrowers can complete an onlin...
In 1946, Mr. McClausen, (M), and his brother, (B), formed a partnership to engage in the floral business. On October 17, 1956, M and B executed an agreement which pro...
The taxpayer, ("TP"), operates the Event Center in Salt Lake City, Utah. The Utah Jazz play their home games at the Event Center. TP sells tickets to the events held...
P is a wholly-owned subsidiary of FW, a publicly held resident foreign corporation organized under the laws of the U.K. . P owns all of the stock of E, a Canadian cor...
TP and REIT A, (together, "Companies"), have each elected to be taxed as a REIT. REIT A and LLC, a REIT,plan to develop an unimproved parcel in Area, ("Par...
At the risk of incurring the wrath of certain politicians, those corporations who are not participating in government loan programs (and are therefore temporarily barred from r...
Per Illinois Code, a tax is imposed on the privilege of using any motor vehicle acquired by...transfer... Similar language is used for the Aircraft and Watercraft Use Tax. In 2...
Mr. B.A. owns Entertainment Studios Network, ("ESN"), the operator of seven television networks. ESN sought to have Comcast, ("C"), carry its channels. C re...
The Companies each manage an online platform that permits property owners or their agents, ("Owners"), to list and advertise their properties for short-term accommoda...
Petitioner, an Ohio limited partnership, owns and operates the New York Yankees. Five limited partners withdrew from the partnership and, pursuant to the partnership...
The cruise line companies are able, for the most part, to avoid U.S. tax consequence with respect to the income they earn "from the international operation of ships...&quo...
Plaintiff, ("P"), alleges that it is a producer of a mixture of butane and gasoline. P filed amended returns that claimed the alternative fuel mixture credit, ("...
Hall County, Georgia, argues that it is entitled to collect taxes from theDefendants pursuant to O.C.G.A. Sec. 48-6-1. That statute imposes a tax "on each...
While tax relief is hardly the principal focus of the Senate's attempt to soften the economic blow that COVID-19 is visiting on the country, there are certain interesting a...
TP is an "X" corporation. It is a bakery solely dedicated to the exclusive manufacture and sale of brownies, cookies, and bars for human consumption. At times, TP'...
On December 22, 2010, DG purchased a 2008 Toyota Camry. On June 10, 2019, DG and her husband, PG, purchased a 2016 Toyota Prius. On August 30, 2019, DG suffered a "compreh...
M Corporation, (M), reported its income under the accrual method. During 1973, M filed a petition for a reorganization under Chapter X of the Bankruptcy Act. A was ap...
In 1954, Congress enacted Sec. 4081, which imposesa tax on the removal, entry, or sale of a taxable fuel . Sec. 4083 defines taxable fuels subject to Sec. 40...
Company, ("C"), is a foreign corporation. C has neitheroffices nor "presence" in Illinois. C is global aircraft leasing company. C engages in buying,...
Petitioner, (P), is the sponsor of the "X" Hotel New York (Hotel). The Hotel is a high-rise luxury hotel condominium located in Manhattan, consisting of app...
On March 23, 2020, in Barron's, the always informative Andrew Barypointed out that many preferred securities, issued in many cases by household names such as Wells Fa...
A has an optical disorder known as "myopia" (nearsightedness) and is considering undergoing a procedure to correct this condition. Myopia occurs when the ey...
Nelson Industrial Steam Company, ("N"), produces electricity by burning petcoke to create steam that turns turbines to generate electricity for its own use and for re...
SM died on May 21, 2015, leaving behind an estate valued at approximately $6.57 million. SM's parents preceded her in death. In 2007, SM's mother, LM, died, leaving SM...
March 23, 2020 - The Deal Survey: March 2020Print Report
Welcome to our summary of deals for March 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Petitioner, ("P"), amended her 2017 income tax return to claim a theft loss on Schedule A for money she invested in KAI, a "Ponzischeme." The auditor...
WalMart, ("W"), filed with the Fayette County Board of Tax Assessors, (the "Board"), a business personal property tax return on March 24, 2017, for two cate...
M incorporated C in December, 1982, to oversee money managers charged with investing certain of his assets. M was the sole shareholder and president of C.
&...
Sec. 7508Aof the Internal Revenue Code provides the Secretary of the Treasury, or his delegates, ("Secretary"), with authority to postpone the time for performi...
ALL issued a homeowner's insurance policy, (the "Policy"), to the Cs for their home in Southampton, New York. On March 6, 2015, the property sustained damage and...
The taxpayer, Kraatz & Craig Surveying, Inc., (KCS), is in the business of surveying land. KCS does not have any employees who are licensed engineers. At issue is...
Cincinnati Bell, ("CB"), proved to be a very attractive target. After being pursued by several suitors, it has now entered into an Agreement and Plan of Merger with R...
DHC owned DIS and managed several dozen hotels in Missouri, ("DH"). DIS sells furnishings and supplies, ("room furnishings"), to the hotels managed by DHC....
On March 13th, the President issued an emergency declaration, ("Emergency Declaration"). The Emergency Declaration instructed the Secretary of the Treasury "to p...
P owns all of the voting stock of S, a controlled foreign corporation (CFC) within the meaning of Sec. 957(a). S owns all of the voting stock of S1, a foreign corpora...
Appellant, ("APP"), purchased the aircraft in question on December 30, 2004 in California. The aircraft was first functionally used in California. The seller of the a...
From what we can gather, Brookfield Renewable Partners, L.P., ("BEP"), is owned by Brookfield Asset Management, Inc., ("BAM"), and by the public. BEP, in tu...
A conducted a medical practice as a sole proprietorship, the income of which was reported on the cash receipts and disbursements method of accounting.
...
Recently, 1-800-FLOWERS.COM, ("FLWS"), announced the signing of a definitive agreement to acquire PERSONALIZATIONMALL.COM, ("PM"). PM is a limited liability...
In July 2011, JK appointed D to serve as a Circuit Court judge. In November 2012, D was elected to a six-year term. His term of office expired on January 7, 2019. The OCJFD&nbs...
Intuit, Inc., ("II"), owns TurboTax, ("TT"), an online tax preparation service. In 2002, II and several other tax preparation services entered into an agree...
MLI was an 'S' corporation headquartered in Big Lake, Minnesota. At no time did MLImaintain a permanent business location in Michigan or retain permanent employee...
Appellants, ("APPs"), filed applications for refunds of sales tax they paid for feminine hygiene products, ("FHPs"). Their claims for refund were denied. Th...
Z is a broker specializing in helping high technology companies meet their needs for what he terms the "necessary evil" of office space. Most of his clients are headq...
Equitrans Midstream Corporation, ("EMC"), was spun-off from EQT on November 12, 2018. In fact, only 80.1 percent of the stock of EMC was distributed by EQT on that da...
From 2000 through 2004, appellants, ("APPs"), acting through Trust, purchased 157 shares of stock of Kiwi for $3,198,862. According to Annual Information Statements i...
The Indiana East West Toll Road is one of several east-west routes across Indiana from the Illinois Border to the Ohio Border, but it is Indiana's only toll road. The India...
Pepsico, Inc., ("PEP"), announced that it has entered into an agreement to acquire Rockstar Energy Beverages, ("REB"), "the popular energy drink maker,...
On April 30, 2018, Husband, ("H"), sold an automobile. In May 2018, Wife, ("W"), purchased an automobile. The discrepancy in titled owners was later noticed...
On November 30, 2017, respondent mailed petitioners, ("Ps"), by certified mail to their last known address, a notice of deficiency for tax year 2015. The notice of de...
Tesco plcmade a stunning announcement recently regarding certain transformative transactions it has agreed to pursue. Thus, the company announced that it has entered into...
Appellants, ("APPs"), were California residents in 2014. In 2014, APPs, sensing a market opportunity, sold property situated in Arizona, which resulted in them recogn...
Petitioner, ("P"), was a resident of Wisconsin. In 2008, when she was not yet 59 1/2 years of age, was not disabled, and was not eligible for any of the exceptions de...
Taxpayer A is diagnosed by a physician as obese . Taxpayer B, by contrast, is not obese but suffers from hypertension. Taxpayer B has been directed by a physi...
Compass Diversified Holdings, ("CODI"). announced that it has entered into a definitive agreement to acquire Baton Rouge, Louisiana-based Marucci Sports, LLC, ("...
In a tax-free reorganization, the petitioner, (CP), a individual, merged his six controlled corporations with andinto L Corporation, (L). In the merger, among o...
G owns and operates health clubs in Texas that sell memberships subject to a Membership Agreement. G purchased items for its health clubs on which it paid sales and use tax. Th...
R is a real estate investment trust, (REIT). R owns and operates rental apartment properties in several major metropolitan areas. In 2002, R formed T to provide servi...
During the years at issue, B owned a four-story building that contained 124 private rooms and was situated on approximately two acres of land in Fort Wayne, Indiana. Each room...
PC LLC is an automobile sales and service group that wholly owns a number of luxury car dealerships, each of which is organized as a limited liability company. Petitioner, (&qu...
G is a New York corporation headquartered in St. Louis, Missouri. G filed as a C corporation for both federal and North Carolina, ("NC"), tax purposes. G is the paren...
In 2015, MRV and MSV were separated while a divorce proceeding was pending in the Circuit Court. Throughout that year, MSVlived in the marital home. The parties had a not...
McKesson Corporation, ("MCK"), is in the final stages of one of the more interesting transactions we have encountered, involving a "split-off" of the stock...
On or about December 31, 2014, a real estate transfer return was filed reporting the conveyance of real estate, (the "Property"), from W to MSCvia Specialty War...
A real estate investment trust, (REIT), invests in construction and development first mortgage loans. In connection with making aconstruction loan,the REI...
G pled guilty and was convicted of wire fraud, mail fraud, and falsifying a tax return, all in connection with the ongoing theft of funds from her employers. She was ordered to...
On March 24, 1995, a trial court in Wayne County, Michigan sentenced the defendant, SM, to three life sentences for one count of second-degree murder...and two counts of assaul...
TP was incorporated on "a." TP manufactures and sells fragrances and cosmetics, and imports and distributes ready-to-wear clothing and accessory items. TP i...
The Wisconsin Department of Revenue, (the "Department"), assesses the total market value of the property of the air carrier companies, and then calculates the percent...
The taxpayer was an attorney practicing law in Newark, New Jersey. In December, 1943, when he was 43 years of age and had suffered four heart attacks during the previ...
X corporation, ("X"), is a wholly-owned subsidiary of Y corporation, ("Y"). X operated a pork business as part of its portfolio of agricultural products. X...
Xerox Holdings Corporation, ("Xerox"), has made good on its threat to take its acquisition offer directly to the shareholders of HP, Inc., ("HP"). Thus, XHC...
The question is whether upon the liquidation of its subsidiary in 1940 the corporation (D) of which the petitioner is the transferee realized taxable income of $310,9...
LLC elected to be treated as a partnership. LLC has three members, MA, MB, and MC. All three are general partners. During the tax year X, LLC had a current year operating loss....
Petitioner, ("P"), filed a New York resident income tax return for tax year 2012. Line 71 showed "other refundable credits" of $783,807.00. In 2012, P owned...
Distributing, ("D"), is publicly traded and owns all of the stock of Sub 1. D is an "Industry A" corporation. Industry A corporations seek to create "I...
Seattle's "B&O" Tax uses a two-factor apportionment method to calculate taxable revenue for service related businesses. One of these factors, the "payrol...
Petitioner, ("P"), purchases and delivers Yellow Pages telephone directories throughout the United States, including New York. The directories are delivered to busine...
The question is whether the term, property, includes money within the purview of the predecessor of Sec. 332 which reads: no gain or loss shall be recognized upon the...
On or about October 28, 2019, the taxpayer, ("TP"), an individual, purchased a motor vehicle. On December 9, 2019, the Department of Finance and Administration (the &...
S formed B as a single member limited liability company. B is a disregarded entity for federal income tax purposes. B is a 50 percent partner in FS. FS is classified as a partn...
February 28, 2020 - Volume 14 Issue 40Print Report
B is the parent of several subsidiaries, one of which owned KI. KI was incorporated in Florida in July 1973 for the purpose of operating a marina. KI bought a marina...
Liberty Media's Sirius XM tracking stock is trading at a substantial discount to the "asset based" stock, i.e., the stock of Sirius XM Holdings, Inc., that the tr...
Retirement plans governed by ERISAmust have at least one named fiduciary who must manage the plan "prudently" and "solely in the interests of participants...
United Western Bank, ("UWB"), entered receivership and the Federal Deposit Insurance Corporation, ("FDIC"), took the reins. Not long after, UWB's parent...
Petitioner, ("P"), was engaged in a project that consisted of the development of a parcel of real estate located in the City of New York, (the "Project"). T...
Intuit, Inc., in one of the larger deals of the past few years, announced that it has agreed to acquire a privately held entity, named Credit Karma, for approximately $7.1 bill...
Sec. 4980Hof the Code creates two assessable penalties, one that is applicable when an Applicable Large Employer, ("ALE"), fails to offer its full-time employee...
Recently, Wells Fargo & Company, ("WFC"), entered into a settlement agreement, (the "Settlement Agreement"), in which it was able to resolve certain cla...
February 25, 2020 - Volume 14 Issue 37Print Report
The Partnership owned all of the stock of the Corporation. Prior to the end of the Corporation's 1969 tax year, the Partnership held the Corporation's note fo...
Are payments in the form of back pay made to U.S. military service members following the reversal of a court martial conviction considered a civil damage, restitution, or other...
B owned a medical services company, AHM. AHMwas a C corporation during 2008 and 2009 and an 'S' corporation beginning in 2010. In addition, B owned MLLC, a disreg...
LantheusHoldings, Inc., ("LHI"), and Progenis Pharmaceuticals, Inc., ("PPI"), have entered into an Amended and Restated Agreement and Plan of Merger....
Morgan Stanley, ("MS"), and E*TRADE Financial Corporation, ("EFTC"), have entered into a definitive agreement under which MS will acquire EFTCin an &q...
The Affordable Care Act, ("ACA"), requires most Americans to "ensure" thatthey carry qualifying health insurance. This requirement is commonly known a...
February 24, 2020 - Volume 14 Issue 36Print Report
Petitioner, (P), filed his tax return for 2010 on May 20, 2011, about a month after the due date for such return. The return showed a refund due of $25. The I.R.S. di...
February 21, 2020 - Volume 14 Issue 35Print Report
P received a nonqualified stock option in 1977 as partial compensation for underwriting a stock offering on behalf of I. At the time of receipt, I options were not pu...
XBiotech, Inc., ("XBIT"), announced the final results of its "modified Dutch auction" tender offer which, from the company's viewpoint, was an unmitigat...
B is a widow who owns and resides on real property located in HillsboroughCountry, Florida. She was married to a member of the U.S. Army who was killed in action in Iraq...
Corporation A and Corporation B are affiliates wholly owned by Taxpayer. Corporation A and Corporation B jointly owned CLLC, a limited liability company treated as a partnershi...
February 20, 2020 - Volume 14 Issue 34Print Report
Corporation A, (CA), agreed to buy back a certain number of its ownshares for a set price on various dates. Each contract could be settled in one of three ways:...
D received $115,260.96 in payments from Mary Kay Cosmetics, Inc., ("MK"), during each of 2014 and 2015. MK issued Form 1099-MISC for each year, designating the income...
February 19, 2020 - The Deal Survey: February 2020Print Report
Welcome to our summary of deals for February 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....
February 19, 2020 - Volume 14 Issue 33Print Report
A U.S. company imports sports fishing equipment from a foreign country. The equipment, which is subject to excise tax under Sec. 4161, was made in the foreign country...
Before August 2007, A owned thousands of acres of undeveloped forest property in Georgia. On August 1, 2007, A sold 1,895 acres to HRH. O is a partnership. On December 1, 2009,...
M owned S, (the "Debtor"). The Debtor's largest creditor was T, to which it owed more than $3 million. T's loans were secured by a blanket lien on most of the...
ARUPis a pathology laboratory located in Utah. It receives bodily fluid and tissue samples from medical providers in all 50 states and performs tests on the samples. Medi...
Sec. 1011 and 1012 of the Internal Revenue Code provide that the adjusted basis for determining gain or loss is generally the cost of property, adjusted as provided in Sec. 101...
BlackRock, Inc., ("BLK"), it seems safe to say, surprised investors with itsannouncement of a charitable contribution, not in the form of cash, but, instead, in...
HCA is a captive automobile finance company that "provides indirect retail vehicle loan and lease financing by purchasing retail installment sale contracts, ("RISCs&q...
February 14, 2020 - Volume 14 Issue 31Print Report
The stock of X Corporation, (X), was owned by individuals A, B, C, D, E, and F. In May, 1976, A retired and had all of his stock redeemed for cash. On or about June 1...
In 2013, petitioner's mother died, and he inherited an IRA that she had inherited from petitioner's father. After petitioner inherited the IRA, he took distributions fr...
R is an interstate pipeline used for transporting natural gas. The pipeline is roughly 1,700 miles long and crosses through no fewer than eight states, including Ohio. R is reg...
It now appears, thanks to a recent District Court ruling, that the long-awaited combination of Sprint Corporation, ("S"), and T-Mobile US, Inc., ("TMUS"), w...
February 13, 2020 - Volume 14 Issue 30Print Report
In 2009, the New York State Legislature passed the Metropolitan Commuter Transportation Mobility Tax Law (the "MTAETL"). The tax was imposed on employers an...
RCH is treated as a partnership for federal income tax purposes. On September 23, 2013, Mr. A transferred a 51 percent undivided interest in the subject property to RCM. Mr. A...
Bristow Group, Inc., ("B"), emerged from bankruptcy last October with approximately $145 million in net operating losses that the company ishoping to utilize in...
New Jersey, ("N.J."), is one of a handful of states with an inheritance tax. A common estate planning strategy adopted by married couples, in light of that tax, is a...
In August 2016, the New York Legislature amended the Racing,Pari-Mutuel Wagering and Breeding Law, (the "Law"), by adding an article related to the registration...
FGLHoldings, ("FG"), a Cayman Islands annuity and life insurance company, announced that it has entered into a merger agreement pursuant to which Fidelity Natio...
February 10, 2020 - Volume 14 Issue 27Print Report
Y owns "x" ounces of gold bullion which Y acquired on the spot market over a period of years and which itholds for investment purposes. The gold bulli...
W was employed by the Sherwin-Williams Company, ("S"), in Cleveland from 1980 until she retired in 2009 and moved to Florida. In 2007, S granted her options to purcha...
S entered PPP as a limited partner in December, 1967. S contributed $135,000 tothe partnership and received a 33.5 percent interest in the partnership.
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During the relevant taxable periods, Citrix Systems, Inc., ("C"), sold subscriptions for three online software products. A shared attribute of these online products i...
Taxpayer, ("TP"), a business league exempt from federal income tax under Sec. 501(c)(6) of the Internal Revenue Code, is a not-for-profit professional membership asso...
Merck, ("MRK"), surprised the market with theannouncement of its intention to effectuate a spin-off, in which MRKwill separate those of its businesses wit...
P is a practicing attorney. He practiced law through an 'S' corporation of which he is the sole owner. From 2005 to 2016, P was awarded seven patents in connection with...
Petitioner is a mining corporation organized under the laws of the State of Colorado, in January, 1926, with a fixed period of existence of 20 years....
In March, 2017, McKesson Corporation, ("MCK"), and Change Healthcare, Inc., ("C"), formed a joint venture, treated as a partnership for tax purposes, called...
WorldlineSA, ("WLN"), and Ingenico Group SA, ("ING"), announced that their respective Boards of Directors have unanimously approved a business combina...
Mr. E's grandmother passed away in 2014. She died testate, i.e., she left a will. Mr. E pursued litigation relating to the division of his grandmother's assets. In 2015...
Petitioner, Mr. Chewee Chew, ("P"), was a New Jersey domiciliary during 2012, the year at issue. P filed joint New York non-resident and part-year resident income tax...
TP and various dealerships entered into master agreements that provide TP the opportunity to purchase vehicle lease contracts originated by the dealership if they meet TP's...
Last week, Navistar International Corporation, ("NAV"), received an unsolicited proposal from TRATON SE regarding a proposed transaction to acquire NAV "for $35...
Wal-Mart.com USA, LLC, ("W"), operates an online marketplace at which website visitors can procureproducts from either W or third-party retailers. In connection...
Company, (C), is considering electing to be treated as a REIT. C owns and operates ski resorts. C conducts a major portion of its ski resort activities on federally o...
Earlier this week, CenterStateBank Corporation, (CSFL), and South State Corporation, (SSB), jointly announced that they had entered into a definitive agreement under whic...
In 2013, Ordinance 13-139 was signed into law imposing an excise tax on the privilege of exhibiting outdoor advertising displays in the City (of Baltimore). The tax is levied u...
In 1981, TG and her husband (the "Gs") owned a 40 percent interest in a partnership. During 1981, when the Gs were Pennsylvania residents, the partnership s...
Santander Consumer USA Holdings, Inc., ("SC"), is offering to purchase, for cash (which it has on hand), up to $1 billion of its issued and outstanding stock, using a...
We have witnessed the repatriation of several previously "inverted" companies since the enactment of the 2017 tax law, one of the goals of which was to encourage that...
Taxpayer, ("TP"), is licensed producer authorized to dispense medical marijuana, ("MM"), to qualified patients consistent with the Compassionate Use Act, (t...
In 2015, R had been an employee of IL for over 10 years. She had been promoted from Business Systems Analyst to Lead Consultant in October 2014. As a lead consultant, her princ...
X Corporation, (X), represents that it presently owns a substantial amount of gold bullion in the form of bars which are being held for investment purposes. The bars...
On January 2, 2014, T and L (the "Rs"), purchased a 2014 Dodge. On August 15, 2018, the Rs sold the 2014 Dodge to their son, JR. On August 13, 2018, the Rs leased a 2...
An individual taxpayer who is not a dealer in coins purchased U.S. $20 gold coins as an investment. After the coins had substantiallyappreciated in value, the t...
The Hs established the trust in 2004. The trust is governed by Wisconsin law. BMO is the successor trustee. The trust is a revocable living trust, treated as a "grantor&qu...
P is a institutional pharmacy that contracts with institutional health care providers such as nursing homes, assisted living facilities...and other long-term care facilities, (...
FB Financial Corporation, ("FB"), and Franklin Financial Network, Inc., ("FFN") announced that they have entered into a definitive merger agreement pursuant...
Taxpayer, ("TP"), is engaged in Business. In Year 1, TP acquired the stock of Target, ("T"), a manufacturer of Products, in a taxable reverse triangular mer...
In 1972, an individual taxpayer purchased five lots of Mexican 50-peso gold coins as an investment. The taxpayer was not a dealer in foreign or domestic currency....
J.C. Penney Co. Inc., ("JCP"), in its most recent 10-K, is reporting a Federal net operating loss, ("NOL"), of approximately $2.1 billion. These NOLsa...
Grantor created Trusts several years before his death on Date 1, a date before January 1, 1977, for the benefit of the lineal descendants of his daughter. Daughter...
Petitioner, ("P"), was the sole member of ICN and N, each a limited liability company. Both companies failed to pay employment taxes for several quarters. ROC determi...
X corporation, ("X"), is a broadcast fax service incorporated in Delaware with headquarters in New Jersey. Users of X's services send their customer lists and doc...
P Corporation, (P), owns S Corporation, (S). S has only one asset, rental property that is encumbered by a non-recourse loan of $40x incurred by S on January 1, 1995....
Taxpayer, ("TP"), is engaged in the manufacture, promotion, and sale of Product. TP's managers allegedly encouraged sales representatives to persuade Individuals...
Petitioner, ("P"), is a power producer that owns and operates power plants. P is the sole member of OHP, the entity that owns the "Plant." P was issued a ce...
The subject property consists of roughly 325.6 acres of land with various improvements, and is known as The Ohio State University Airport, (the "airport"). The subjec...
An option agreement provided that the option is exercisable only after the death of the grantor by giving notice to the proper person within a certain period of time follow...
January 21, 2020 - The Deal Survey: January 2020Print Report
Welcome to our summary of deals for January 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
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BAE Systems, Inc.,("BAE"), announced that it has reached definitive agreements for the proposed acquisitions of Collins Aerospace's military Global Position...
Petitioner, ("P"), was engaged in a project that consisted of the development of a parcel of real estate located in the City of New York, (the "Project"). T...
Lowe's, ("L"), contracted with two banks to offer private label credit cards to Washington customers. The banks offered credit to cardholders who purchased L'...
The petitioner, (M), borrowed $19,986.72 from the Connecticut Student Loan Foundation, (CSLF), in order to finance his college education. M became delinquent in his l...
In 2016, Mr. O sold his house in Portland, Oregon. He excluded gain from that sale from his gross income under Sec. 121(a). However, at audit and conference, Defendant denied M...
MGM Resorts International, Inc., ("MGM"), is in the process of converting its largest and most valuable assets, its hotels, into cash that the company has indicated i...
Appellants, ("As"), filed a timely California resident tax return (Form 540) for 2013, reporting federal adjusted gross income, ("AGI"), of $1,587,007, and...
G began taking Mirapexin the early 2000s. Mirapexis a medication for "restless leg syndrome." After a large dosage increase in 2010, G began to exhibit co...
P is a holding company. P's stock is bothwidely held and publicly traded. D is a domestic corporation all of whose outstanding stock is held by P. D is enga...
In 2012, Petitioners, ("Ps"), installed a ground source heat pump system to heat, cool, and provide hot water for their home. A ground source heat pump system functio...
We have found through the years that many companies whose distributions to shareholders seemed to qualify as distributions in "partial liquidation," a characterizatio...
On December 6, 2000, HLEand EIAconveyed the real property to MCE.... The Assessor assessed the property for $1,540,655 for tax years 2016, 2017, and 2018. During th...
Cott Corporation, ("COT"),a Canadian corporation, recently announced that it has entered into a definitive agreement pursuant to which "COT will acquire Pr...
Promoter P formed limited partnership LP to purchase and manage hotels. As part of a public offering of limited partnership interests in LP, P arranged for the printi...
Smith International, Inc., ("S"), is engaged in the oil and gas equipment services business in the State of Louisiana, ("L"). S timely filed its L corporate...
TP is an organization described in Sec. 501(c)(3) of the Internal Revenue Code. TP engaged in two activities: (1) Conducting two sessions per day at a gaming hall operated by T...
Where a loss corporation experiences an "ownership change," the "Sec. 382 limitation" comes into play. Under the Sec. 382 limitation, the loss corporation&#...
P is incorporated under the laws of the United Kingdom, ("UK"). P is the registered owner of a multipurpose support vessel, (the "CV"), which was placed in...
For its 1975 tax year, the taxpayer had taxable income of $470,980. Subject to percentage limitations, the taxpayer was entitled to deductions from taxable income (a)...
NortonLifeLock, (NLOK), announced that its Board of Directors "has declared a special one-time cash dividend of $12 per share of NortonLifeLock, Inc. common stock, returni...
On or about July 1, 2013, petitioners, ("Ps") purchased real property in Potomac, Maryland. The property was purchased for $795,000 and consisted of 0.38 acres of lan...
1. TP is a professional athletic team. TP's home territory is located outside of California. The league in which TP plays has a season that begins in October of Year 1 and...
ABC provides engineering consulting services for the development of product designs for the automotive and consumer electronic market. ABC has approximately 15 employ...
Petitioner, ("P"), lived in New York, where he worked as an accountant at a large accounting firm. During 2010 and 2011, P viewed several properties for sale in Quebe...
G contributed $100x for a partnership interest in GL. In its firstyear, GL incurred legal fees of $20x for services incident to the organization of the partners...
Hudson's Bay Company, ("HBC"), recently announced that it has entered into an "amended arrangement agreement" with a group of its existing shareholders,...
Tribune Media Company's predecessor, Tribune Company & Affiliates, ("T"), engaged in a transaction, popularly known as a "leveraged partnership," th...
Earlier this year, Xerox Corporation, ("XC"), engaged in an "internal" reorganization in connection with which a holding company structure was put into plac...
Petitioner, (P), is a management consultant who was associated with a large New York City consulting firm. P sought and accepted outside consulting work unassociated...
American Multi-Cinema, Inc., ("A") generates revenue by exhibiting motion pictures and selling admission tickets to the public. A's master licensing agreements, (...
The taxpayer, ("TP"), is a partnership. TP is a television and broadcasting company that previously operated Station. TP owned an FCC license to broadcast as well as...
Blue Buffalo Co., Ltd., ("BB"), is a Delaware corporation that is commercially domiciled in Connecticut. BB is in the business of formulating and selling premium pet...
Menard, Inc., ("M"), operates a chain of home improvement retail stores in several states, including Minnesota, ("MI"), M entered into agreements with "...
Fund, (F), is a closed-end management investment company, registered under the Investment Company Act of 1940. Its shares are listed and traded on a major exchange. F...
Petitioner, ("P"), is a corporation organized under the laws of California that designs and markets consumer electronics, software, and personal computers. P's on...
In October 2017, B filed her initial complaint, alleging that Dr. Pepper's naming and marketing of Diet Dr. Pepper, ("DDP"), violated various provisions of Califo...
Prior to December 31, 1954, H-M was engaged primarily in the sale of new and used cars at retail and related services. It also provided financing and owned the real property on...
ARC created a new fuel that combines natural gas with diesel fuel. Beginning in 2009, ARC applied to the I.R.S. to be a taxable fuel registrant and was granted both a "UV&...
International Business Machines Corporation, ("IBM"), is a New York corporation. IBM World Trade Corporation, ("WTC"), is a Delaware corporation. IBM owns 1...
The Tax Court correctly concluded that the taxpayers, ("TPs"), in calculating K and M's debt basis in CO, improperly relied on a debt that CO owed toKMGI, a...
WPX Energy, Inc., ("Purchaser"), and Felix Investment Holdings II, LLC, ("Seller"), have entered into an agreement in connection with which Seller will sell...
December 31, 2019 - Volume 13 Issue 250Print Report
A Real Estate Investment Trust, ("REIT"), acquired, through foreclosure proceedings, upon the default of an indebtedness, the unsold units in a particular&n...
1. The employer is an 'S' corporation. The employer maintains an ESOP that previously acquired a portion of the shares of the employer using funds obtained from the emp...
On March 7, 2018 and on March 14, 2018, Petitioner, ("P"), filed claims for the (Wisconsin) veterans and surviving spouse credit for the tax years 2009 through 2014....
Petitioners, ("Ps"), were domiciled in New York until September 30, 2009; and were domiciled in Connecticut during the period October 1, 2009 through December 31, 201...
LePage, Inc., ("L"), elected to be treated, for federal income tax purposes, as a subchapter S corporation, effective as of September 26, 1999. L never filed a separa...
Apergy Corporation, ("APY"), and Ecolab, Inc., ("ECL"), recently announced that the Boards of Directors of the two corporations have entered into a definiti...
December 30, 2019 - Volume 13 Issue 249Print Report
TP is a REIT. TP is externally managed by Advisor. Previously, shares of a single class of common stock of TP were issued to accredited investors in a private offerin...
December 27, 2019 - Volume 13 Issue 248Print Report
The worthless nonbusiness debt at issue was HW's January 15, 2002 loan in the amount of $14,769,320 to his brother, SW. (SW is Sam Waskal, theformer head of...
In 2008, Michael L. Shakman, ("S"), bought an aircraft and paid corresponding general use tax. Several years later, using a bill of sale, he changed the legal o...
DraftKings, Inc., known primarily for its fantasy sports operation, has entered into a definitive agreement with Diamond Eagle Acquisition Corporation, ("DEAC"), a pu...
Recently, Detour Gold Corporation, ("DGC"), and Kirkland Lake Gold Corporation, ("KLG"),each a Canadian corporation, entered into an arrangement agree...
The Financial Accounting Standards Board, ("FASB"), in its continuing quest to reduce complexity in applying accounting standards, has taken steps, with the issuance...
December 26, 2019 - Volume 13 Issue 247Print Report
TP is engaged in the business of manufacturing. TP pays royalties to its parent for the use of patents, trademarks, and other intangible assets used in the manufactur...
In 2009, Lehman Brothers (LB) affiliate entities transferred their ownership interests in various entities to designated K affiliates. The K affiliates obtained the interests o...
Petitioner is a California corporation and wholesale dealer of Honda products. Petitioner is subject to two Federal programs regulating the environmental attributes of its moto...
December 24, 2019 - Volume 13 Issue 246Print Report
Ten partners owned approximately 48 percent of H, a partnership. H managed the affairs of two investment companies, Corporation A, (CA), and Corporation B, (CB). The...
TP sponsors two qualified defined benefit pension plans, (the "Plans"), in its capacity as contractor for Agency and successor employer with respect to the Plans. The...
December 23, 2019 - The Deal Survey: December 2019Print Report
Welcome to our summary of deals for December 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....
Pabst Corporate Holdings, Inc., ("P"), a Delaware 'S' corporation, sold all of its shares of its qualified subchapter Ssubsidiary, Pabst Holdings, Inc.,...
IAC/Interactive Corporation, ("IAC"), recently filed the eagerly anticipated "Transaction Agreement" in which it describes, in great detail, the manner in w...
In a net lease dated October 10, 2007, the owner of 700 Waverly Avenue in Mamaroneck, New York, ("M"), leased it to petitioner, ("P"), for a period of 20 ye...
December 23, 2019 - Volume 13 Issue 245Print Report
TP is a management investment company registered under the Investment Company Act of 1940 that elected to be taxed as a regulated investment company (RIC)....
Investor, ("I"), is a limited liability company that was in existence during 2018. I intends to purchase, through its wholly-owned subsidiary, ("P"), certai...
Petitioner, ("P"), is a Russian citizen. He was invited by UCLA to participate in an exchange visitor program as a research scholar. At some point, the UCLA program w...
December 20, 2019 - Volume 13 Issue 244Print Report
Petitioner, (P), began performing on the saxophone at the age of eight. He has played professionally since the age of 16. He attended Indiana University where he stud...
Now that the "Separation and Distribution Agreement" has been filed, we have some more details with respect to the mechanics of the Reverse Morris Trust transaction t...
December 19, 2019 - Volume 13 Issue 243Print Report
In 1968, X corporation, (X), acquired all of the stock of Y corporation, (Y), which was owned by two shareholders, Mr. A and Mr. B, in a transaction qualifying as a r...
Tyson Fresh Meats, Inc., ("T"), is a beef manufacturing corporationthat processes and sells meat in Washington. H20, ("H"), is a corporation that manu...
Tallgrass Energy L.P., ("TGE"), announced that it has entered into a definitive merger agreement pursuant to which affiliates of Blackstone Infrastructure Partners (a...
December 18, 2019 - Volume 13 Issue 242Print Report
C was awarded and received a net $5.25 million qui tam payment from the government as a relator in two lawsuits settled against government contracto...
In Val Lanes Recreation Center v. Commissioner, T.C. Memo. 2018-92, the court found that the I.R.S. abused its discretion by revoking the Sec. 401(a) qualifi...
December 17, 2019 - Volume 13 Issue 241Print Report
K is a physician who specializes in radiation oncology. Around April, 1996, K and W agreed to provide radiation oncology services to patients in Florida through three...
M is a limited liability company treated as a partnership for Federal income tax purposes. On April 1, 1998, the McMillin family formed C, a Delaware LLC. C was in the real est...
In total, the Js and JFLPhave purchased at least 16 parcels of land consisting of over 2,300 acres and have subdivided the land into over 400 lots. At first, JFLP sold on...
Power Corporation of Canada, ("POW"), owns approximately 64 percent of the common stock of Power Financial Corporation, ("PWF"). PWFalso has preferred...
Danaher Corporation, ("D"), is on the precipice of completing a tax-efficient divestiture of EnvistaHoldings Corporation, ("E"), a subsidiary recently...
December 16, 2019 - Volume 13 Issue 240Print Report
An unincorporated trust, otherwise qualifying as a real estate investment trust, (REIT), invests in obligations of the Federal National Mortgage Association (FNMA), t...
F (and the class of which he was a member) brings this action against NYTex Care, Inc., ("NYT"), alleging that Defendants willfully filed fraudulent tax information f...
Altria Group, Inc., (AGI), timely field its 2012 tax return and timely and fully paid its tax liability. The I.R.S. audited AGI's return and made certain adjustments. A pai...
December 13, 2019 - Volume 13 Issue 239Print Report
In 2002, at the age of 54, after spending his entire career in the computer industry,M obtained a California real estate sales license and began to earn commiss...
Taxpayer-Partner is a entity recognized for federal income tax purposes and is a partner, under local law, in a domestic (U.S.) limited partnership, (LP 1). The only other part...
December 12, 2019 - Volume 13 Issue 238Print Report
A, an individual taxpayer, maintains an interest-bearing checkingaccount with BK, a domestic bank. A is paid interest on amounts on deposit in the checking acco...
On September 17, 2013, P signed an "Independent Contractor Service Agreement," ("contract"), with FT. The contract stated that P would "provide tempora...
It has been reported that NortonLifeLock, Inc., ("N"), formerly known as Symantec Corporation, has attracted "deal interest" from a handful of companies, in...
December 11, 2019 - Volume 13 Issue 237Print Report
Petitioner, (P), is a New Jersey resident and is the owner and president of S. S is a New Jersey corporation. S does business in a number of states, including New Yor...
TP received a lump sum Social Security Disability payment in Year which included amounts allocated across...Years. For the taxable year, TP also received the benefit of advance...
Delcon Partners, LLC, ("D"), purchased assets valued at $1,150,000 from Seller, ("S"), an HVAC services business. D did not purchase S's cash, checking...
December 10, 2019 - Volume 13 Issue 236Print Report
TP andits subsidiaries form a U.S. based multinational company with operations around the world. TP indirectly owns FSub, a company organized under the laws of...
CEC Entertainment, Inc., ("CEC"), owns and operates Chuck E. Cheese restaurants in Texas. These restaurants provide food, beverages, and entertainment. The entertainm...
Verint Systems, Inc., ("VRNT"), the successor (by merger) to Comverse Technology, Inc., announced that its Board of Directors has approved "proceeding with a pla...
MoneyGram International, Inc., ("MG"), is incorporated in Delaware and is headquartered in Texas. It is the parent of a group of companies that operate a global payme...
December 9, 2019 - Volume 13 Issue 235Print Report
Sec. 851 and Sec. 856 of the Internal Revenue Code prescribe certain requirements that an entity must meet in order to qualify as a regulated investment company (RIC)...
L entered into an agreement to sell an oil and gas equipment fabrication business and business assets, as well as real property located in Wyoming, to MM. The sale assets const...
December 6, 2019 - Volume 13 Issue 234Print Report
On July 12, 1972, C Corporation, (CC), was incorporated for the express purpose of acquiring the stock of NYFA, Inc., (NYFA). CC acquired all of the stock of NYFA own...
Plaintiffs, ("Ps"), are the sole shareholders of CC, an 'S' corporation. MS is the proprietor of LLC, which owns the property upon which CC conducts its opera...
Several high profile MLPshave converted, or are in the processof converting, to C corporation status, none more high profile than The Blackstone Group L.P. The impe...
December 4, 2019 - Volume 13 Issue 232Print Report
The taxpayer elected to be treated as a regulated investment company (RIC). The taxpayer owned 24 percent of the voting stock of X, a foreign holding company, and 100...
On December 3, 2019, Cleveland-Cliffs, Inc., ("CC"), and AK Steel Holding Corporation, ("AK"), announced the execution of an Agreement and Plan of Merger by...
December 3, 2019 - Volume 13 Issue 231Print Report
The taxpayer is primarily engaged in Business A. The value of the taxpayer's stock remained stagnant between Year 1 and Year 2. In Date 1, the taxpayer engaged Co...
A trust named H as both the grantor and trustee of such trust. R wasdesignated the successor trustee upon H's death. As successor trustee, the trust directs R to dist...
On August 13, 2018, CF purchased a 2018 Chevrolet for $30,789, minus a rebate of $2,519. On September 10, 2018, CF sold a 2008 Chevrolet for $4,700. On September 11, 2018, CF a...
Center, ("C"), is a Missouri medical office that treats and manages patients' pain. This includes the medical service of injecting pain-relieving drugs administer...
TP has elected to be taxed as a real estate investment trust, ("REIT"). TP has over a "v%" general partnership interest in OP. OP is engaged in the ownershi...
December 2, 2019 - Volume 13 Issue 230Print Report
TP is a newly organized corporation that is registered with the S.E.C. as a management, open-end diversified investment company under the Investment Company Act of 19...
The Charles Schwab Corporation, ("S"), and TD AmeritradeHolding Corporation, ("T"), recently announced that they had entered into a definitive agreeme...
B is a U.S. citizen. During 2010, B had a financial interest in, signature authority over, and/or otherwise controlled 14 financial accounts in the U.K. The U.K. accounts had c...
Petitioners, ("Ps"), purchased a Ford motor vehicle on September 25, 2018 for $51,796.24. On October 1, 2018, a one percent tax increase went into effect. The combine...
November 29, 2019 - Volume 13 Issue 229Print Report
Taxpayer A and Taxpayer B, (the TPs)are each life insurance companies. The TPs plan to issue non-qualified single premium immediate annuity contracts (the Contr...
Horsehead Corporation, ("H"), is a Delaware corporation with its primary place of business in Pittsburgh, Pennsylvania. It has a manufacturing facility located in Ill...
eBay, Inc., ("EBAY"), and viagogorecently announced that they have entered into a definitive agreement for EBAY to sell StubHub, ("SH"), to viagogo&nb...
November 27, 2019 - Volume 13 Issue 228Print Report
B claimed a theft loss on his 2008 Minnesota tax return for funds misappropriated from his "traditional" IRA. The Commissioner of Revenue (the Commissioner)...
The Property consists of one building with four floors and a cellar. The Property was purchased in 1962. The ground floor was used as a medical office by the owner from 1962 th...
In 2012 TP purchased condominium unit XXX in the building located at XXXXX in New York City. In 2015, TP purchased the adjacent smaller condominium unit XXXX. Also in 2015, TP...
PG&E Corporation, ("PCG"), and the utility of which it is the parent, commenced their Chapter 11 cases with the Bankruptcy Court on January 29, 2019, and are pres...
Sun Capital Advisors, Inc., ("SCAI"), is a private equity firm. SCAIestablished at least eight funds. Two of them, Sun Fund III and Sun Fund IV are the investor...
November 25, 2019 - Volume 13 Issue 226Print Report
On "d" the Taxpayers entered into a contract for the sale of a four family rental unit to P. The contract provided that , on the closing date, the Taxpayers...
BJPconducted fracking services in Russia. It operated through a Russian subsidiary, BJR. In 2006, BJRentered into a three-year contract with T to provide fracking s...
Holdings, ("H"), is an Arizona Subchapter S corporation that was doing business as Go Daddy, ("GD"). Mr. P was H's sole shareholder. Through domestic an...
November 22, 2019 - Volume 13 Issue 225Print Report
Fund, (F), has qualified to be taxed as a regulated investment company (RIC). F seeks long-term capital appreciation by making venture capital investments in private...
Although by no means the largest deal of the year, one of the most scrutinized transactions of the recent past is Coty, Inc.'s investment in Kylie Jenner's burgeoning c...
Mr. Joseph A. Wilson, ("W"),established an offshore trust in 2003. W named himself the grantor of the trust and was its sole owner and beneficiary. The purpose...
November 21, 2019 - Volume 13 Issue 224Print Report
Plaintiffs were shareholders in WFT which owned"the plantation" and other assets. On December 30, 1936, the corporation was liquidated and 1/2 of the...
November 20, 2019 - Volume 13 Issue 223Print Report
X is a domestic corporation that has no stock outstanding that is readily tradable on an established securities market. A owns 62.5 percent of the common stock of X;...
In November 2013, P was unemployed and did not have health insurance. P accessed theHealth Insurance Marketplace, ("M"), website and applied for health insuranc...
P and SW entered into a Royalty Agreement, ("Agreement"), on March 30, 2016 for the purchase of certain assets. Texas Tax Code Sec. 31.081 provides: (a) This section...
On October 14, 2011, Appellant, ("APP"), filed a Form 1-Nonresident/Part-Year Resident Income Tax Return ("F1") as a resident from January 1, 2010 to June 1...
First Student, Inc., ("FS"), owns and operates school buses. These buses are primarily used to provide transportation services for schoolchildren through contracts wi...
November 19, 2019 - Volume 13 Issue 222Print Report
In 1991, Mrs. Zedaker, (MZ), returned to the profession of teaching and deposited $149,553.01 in her California State Teachers' Retirement System (CalSTRS) accoun...
Plaintiff, ("P"), and his brother, PS, were the sole members of a limited partnership, LAM LLC, which acted as the general partner of two limited partnerships, LAM LP...
November 18, 2019 - The Deal Survey: November 2019Print Report
Welcome to our summary of deals for November 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....
Value Added Tax, ("VAT"), is an indirect tax imposed by, and remitted to, many foreign jurisdictions as a consumption tax on the provision of both goods and services,...
November 18, 2019 - Volume 13 Issue 221Print Report
On July 1, 1929, petitioner purchased 325 shares of common stock of FIC, an investment trust, dealing in securities, to a substantial extent on borrowed money. The st...
The I.R.S. has now acknowledged that, as regards the pending elimination of the "Sec. 338 Approach"* to the determination of "recognized built-in gains," &q...
Debtors filed their petition for relief on February 16, 2019. The I.R.S. filed a proof of claim and later amended it, ("Amended Claim"). Of the total amount, the Serv...
November 15, 2019 - Volume 13 Issue 220Print Report
Petitioner was 22 years old during 2003, and he intended to pursue a career in the construction business. Petitioner was generally familiar with his father's cons...
American Outdoor Brands Corporation, ("AOBC"), announced that its board of directors has unanimously approved a plan to spin-off its outdoor products and accessories...
N opened a foreign bank account with UBS in 1999. She opened a "numbered" account, as opposed to a "named" account. From 2001 through 2008, her account bala...
The Madison Square Garden Company, ("MSG"), announced that its board of directors has approved "pursuing a revised plan for the proposed separation of its sports...
November 14, 2019 - Volume 13 Issue 219Print Report
The taxpayer, E, a C corporation,incurred losses while engaged in the business of selling home appliances. It disposed of all its assets and the shares were sol...
Where a "loss corporation" experiences an "ownership change," certain limitations are placed upon the amount of taxable income, for any taxable year ending...
November 13, 2019 - Volume 13 Issue 218Print Report
Under the will of a decedent, several tracts of land were held in trust by a trustee for investment purposes. The income from the land was payable to designated indiv...
Sec. 3003.1(a) of the Tax Reform Code of 1971 (Pennsylvania) provides: "For a tax collected by the Department of Revenue...a taxpayer who has actually paid tax...may petit...
D is an 'S' corporation. A, B, C1, and D1 collectively own 50 percent of the stock of D. B, C1, and D1 are the children of A. E, F, G, and H collectively own the remain...
TP is a life insurance company and is a subsidiary of Parent. TP intends to offer three non-qualified deferred annuity contracts, (the "Contract"). The Contract will...
SunPower, (SPWR), hasannounced ambitious plans to separate itselfinto two "independent, complementary, strategically-aligned, and publicly-traded companies--Su...
November 12, 2019 - Volume 13 Issue 217Print Report
Mr. A directlyowned 100 percent of the stock of M Corporation, (M), and 10 percent of the stock of X Corporation, (X). M directlyowned 45 percent of the s...
Distributing, ("D"), a widely held State A corporation, is the common parent of an affiliated group that files a consolidated federalincome tax return, (the &qu...
Company, ("C"), provides insurance productsand financial services, and uses a calendar year accounting period and accrual method of accounting for federal incom...
November 11, 2019 - Volume 13 Issue 216Print Report
X is a limited liability company organized under the laws of State. X intends to contribute all or a portion of its assets to a new limited partnership, Y. After the...
The taxpayer, ("TP"), co-owns, L, a power plant in New Mexico. TP purchases natural gas from various third parties for use in producing electricity at the plant. TP a...
November 8, 2019 - Volume 13 Issue 215Print Report
TP issued debentures which bear interest that is payable semi-annually on Date Y and on Date Z of each year. The debentures are convertible at the option of the holde...
In 2016, pursuant to an asset purchase agreement, Plaintiffs sold Defendants the "GM" for a total of $6 million. The sale included...all real property and assets--bot...
November 7, 2019 - Volume 13 Issue 214Print Report
Under the New York City (NYC) Real Property Transfer Tax (RPTT), transfers of real property are taxable provided the consideration for the transfer is more than $25,0...
TP is an investment advisor located in Illinois and is designated as a C corporation. TP earns the majority of its revenue for services it performs as the investment advisor fo...
P, during the early 1980s, inherited from his mother more than 100 acres of Washington State land. The land was in two counties and P traveled substantially every week to take...
November 6, 2019 - Volume 13 Issue 213Print Report
TP, which is incorporated in Ohio but commercially domiciled in North Carolina, manufactures waste handling and recycling equipment for residential and commercial use...
November 5, 2019 - Volume 13 Issue 212Print Report
Operating Company, (OC), is owned by BB, a group offormer employees, and a KSOP. The board of directors of OC has determined that creating a public market for i...
CBFis an indoor, stationary cycling fitness franchisor of over 400 CB studios in the U.S., Canada, and the U.K. Petitioner CJHis the franchisee of a studio that it...
The taxpayer, ("TP"),contracts with land owners for the right to obtain pine straw. The pine trees that eventually produced the pine straw were not planted by T...
S is the owner of SESP. Throughout 2010, S maintained a business checking account in his name; and another such business checking account in the name of SESP. S never filed inc...
This morning, another so-called "reverse inversion" was announced. We may have something of a trend at work here, when oneconsiders the recent reverse inversion...
TP has elected to be treated as a real estate investment trust, ("REIT"). TP owns substantially all of the interests in a limited liability company that is classified...
TP 1 purchased Property 1 as a principal residence on Date 1 for Amount 1. TP 1 and TP 2 were married on Date 2. TPs used Property 1 as their principal residence from Year 1 to...
APP was a Delaware corporation whose principal place of business was in Massachusetts, ("M"). APP was classified as a manufacturing corporation for M corporate excise...
November 4, 2019 - Volume 13 Issue 211Print Report
The Prior Ruling Letter (issued to Viacom) concerned a proposed split-off transaction, (the "Split-off Transaction"). The Proposed Split-off has not, as yet, been con...
Microsoft Corporation, ("M"), is engaged in the business of developing, distributing, and licensing computer software. OEMs are businesses, for example Dell or Hewlet...
Digital Realty Trust, a real estate investment trust, ("REIT"), and InterXion N.V. announced that they have entered into a definitive agreement "to combine their...
October 31, 2019 - Volume 13 Issue 209Print Report
TP was owned by P. P sold the stock of TP to an unrelated third party purchaser. The parties, TP and the purchaser, executed an election under Sec. 338(h)(10) with re...
JR resides in Des Moines, Iowa. He installed an eight-panel solar array on his property in 2015. The array was connected to a Mid-American Energy bi-directional meter located o...
M is a retired full time Illinois resident who will continue to receive "RSU" and "DCP" income from Illinoisthat Company, i.e., the company from which...
Prologis, Inc. and Liberty Property Trust, each of which are real estate investment trusts, ("REITs"), announced that the companies have entered into a definitive mer...
On February 1, 2015, P timelyfiled a New York State and City tax return on which wage income and Schedule C income was reported. P filed as "head of household"...
October 30, 2019 - Volume 13 Issue 208Print Report
ACQ, a domestic corporation, and its U.S. subsidiaries ("the Group") file a consolidated income tax return. In 1983, the Group reported a loss of nearly $2...
Claimant, ("C"), is a registered motor carrier that provides passenger transportation services. Its headquarters are in Ohio, but it operates throughout the United St...
On July 26, 2017, the court filed its opinion in this case, known as "Eaton II," which stated at the end: "Decision will be entered under Rule 155." The par...
October 29, 2019 - Volume 13 Issue 207Print Report
The stock of X consisted of a single class of common stock. In 1973, the directors of X distributed to its common shareholders transferable rights to subscribe, on or...
APP is a foreign single-member LLC domiciled in Georgia. It was not, and has never been, registered to do business in California. During 2013, APP held a 50 percent interest in...
In 1979, the Cs (MRS and MR), incorporated K. MRS owned 51 percent of K's stock and MR owned 49 percent thereof. Years later,KE, P, and J, the sons of MRS and MR, inc...
TT5is a California limited liability company, (LLC), owned, as of the beginning of 2007, by B (72.5 percent), APP (22.5 percent), and 1251 LLC (five percent). During 2007...
D2 was the parent of a worldwide group of domestic and foreign entities. Pursuant to transactions described in PLR-1300090-15 (February 24, 2016), D2 effectuated the distributi...
October 28, 2019 - Volume 13 Issue 206Print Report
X, a dealer in securities, has, for many years, engaged in the purchase and sale of Y stock. On July 31, 1973, in a transaction qualifying as a reorganization under S...
During a rehabilitation of its headquarters in Columbus, Ohio, Nationwide Mutual Insurance Company, ("N"), engaged contractors to install communications lines, which...
October 25, 2019 - Volume 13 Issue 205Print Report
A owned100 percent ofthe stock of X. On March 13, 1977, M acquired all the X stock from A solely in exchange for 100,000 shares of M voting stock. The exc...
October 24, 2019 - Volume 13 Issue 204Print Report
The corporation, (C), had a deficit in accumulated earnings and profits of $60x as of January 1, 1973. However, C had $60x of earnings and profits of the taxable year...
P is a California corporation owned by DRF. P does not dispute that its business consists of operating a medical marijuana dispensary. Sec. 280E of the Internal Revenue Code pr...
D purchased assets valued at $1.15 million from S, an HVAC services business. D did not purchase any of S's cash, checking and savings accounts, accounts receivable, promis...
APP, a California limited liability company, operated Tower Club, (the "club"), a members-only facility located in Oxnard, California, from April 2011 until it was so...
On August 13, 2019, CBS Corporation, ("CBS"), and Viacom, Inc., ("V"), entered into an Agreement and Plan of Merger which is now on the brink of being consu...
October 23, 2019 - The Deal Survey: October 2019Print Report
Welcome to our summary of deals for October 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
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October 22, 2019 - Volume 13 Issue 202Print Report
Employer M maintains Plan X, a qualified plan under Sec. 401(a) of the Internal Revenue Code. Plan X intends to engage in certain 'short sale' transactions.
The taxpayer specializes in the design, manufacturing, installation, and services associated with modular "clean rooms" for their customers. The purpose of a clean ro...
G operates Parx Casino. G distributes complimentary event tickets to patrons as a result of their table game and slot machine play. The Commonwealth of Pennsylvania, (the "...
The Debtors provided "non-standard" personal automobile insurance policies to individual consumers who were unable to obtain insurance from "standard" autom...
Hudson's Bay Company, ("HBC"), announced, on October 21, 2019, that, "following an extensive review and analysis," it has entered into a definitive &quo...
Alexion Pharmaceuticals, Inc., ("AL"), entered into an Agreement and Plan of Merger with "Merger Sub," a newly formed, wholly-owned subsidiary of AL, and Ac...
Sec. 6621(a)(1) of the Internal Revenue Code requires the I.R.S. to apply a lower interest rate for refunds owed to "corporations," than for refunds owed to other typ...
Company, ("C"), is commercially domiciled outside of California in the state of "X." The business of C is managed under the direction of its Board of Direct...
October 21, 2019 - Volume 13 Issue 201Print Report
X is a limited liability company organized under the laws of State. X intends to contribute all or a portion of its assets to a new limited partnership, Y. After an i...
Debtor filed a Petition for relief under Chapter 13 on March 8, 2019. The Internal Revenue Service, ("I.R.S."), filed its Proof of Claim on June 11, 2019. The I.R.S....
N's husband died in 2002, leaving behind substantial assets to provide for her care for the remainder of her life. N's son, C, was named the executor of N's husband...
October 18, 2019 - Volume 13 Issue 200Print Report
Petitioner, with extensive investments in real estate, bonds, and stocks, devoted a considerable portion of his time to the oversight of his interests and evenh...
MGM Resorts International, ("Parent"), announced that it has entered into a definitive agreement to form a joint venture, BCore Paradise JV LLC,("JV")...
BA purchased an aircraft from Cessna Finance Corporation in Kansas. That same day, BA entered into an aircraft lease agreement with B, a common carrier that provides charter tr...
Plano Molding Co., ("P"), specializes in the manufacture of plastic storage equipment for outdoor sports. In February 2007, Tinicum Capital Partners, ("T"),...
Parsley Energy, Inc., ("PE"), and Jagged Peak Energy, Inc., ("JAG"), announced, on October 14, 2019, that they have entered into a definitive merger agreeme...
Petitioner, ("P"), is a tax-exempt organization, recognized as such by Internal Revenue CodeSec. 501(c)(3) and City Administrative Code Sec. 11-2106(b)(2). P is...
The taxpayers were shareholders of a subchapter S corporation, (the "Corporation"). On its 2016 federal income tax return, the Corporationclaimed a credit pursu...
October 15, 2019 - Volume 13 Issue 197Print Report
A is the exempt domesticholding company of B, a hospital exempt from federal income tax under Sec. 501(c)(3) of the Internal Revenue Code. A has formed a contro...
IACbeneficially owns 16,402,602 shares of Common Stock of Match Group, Inc., ("MGI"), representing approximately 23 percent of the total outstanding shares of M...
The subject property consisted of previously-unused whiskey barrels Brown-Forman Corporation, ("BF"), either built or acquired. Once the barrels arrived at the local...
Virtual currency is a digital representation of value that functions as a medium of exchange, a unit of account, and a store of value other than a representation of the United...
Impala Platinum Holdings Limited, ("IMP"), announced that it has entered into a definitive agreement to acquire 100 percent of the outstanding shares in Canadian PGM&...
Chapter 70 of the Wisconsin Tax Code governs the taxation of manufacturing and commercial companies aside from railroads and utilities companies. Chapter 76 governs the taxatio...
Federal courts, it goes without saying, must have a statutory basis to exercise jurisdiction. Plaintiffs bring this lawsuit against the government seeking to recover interest b...
Shore Building Contractors, Inc., ("SB"), is a closely-held corporation that acts as general contractor in the construction industry. J and C, unrelated individuals,&...
OCGA Sec. 48-5-2(3) defines the phrase, fair market value of property, for purposes of ad valorem real property taxation, as "the amount a knowledgeable buyer would pay fo...
C&J Services, Inc., ("CJ"), announced, on October 4, 2019,that its Board of Directors has declared, "contingent on further action by the Board to estab...
Hess Corporation, ("HC"), and Global Infrastructure Partners, ("GIP"), each owns an approximate 34 percent limited partnership interest in Hess Midstream Pa...
Y is exempt from tax under Sec. 501(c)(3) and is classified as a private foundation under Sec. 509(a). Y provides grants to charities in furtherance of its charitable...
BMEis contesting the I.R.S.'s assessment of Black Lung Excise Taxes, ("ET"). The ET is imposed by Sec. 4121 of the Internal Revenue Code which provides: &qu...
A decedent bequeathed outright to his wife "an amount sufficient to utilize the marital deduction to the maximum extent allowed by Sec. 2056 after taking into co...
Mia Shoes, Inc., ("MS"), is a wholesaler of footwear headquartered in Miami, Florida. MS designs and manufactures footwear, then distributes such footwear to customer...
During 2012, petitioner-wife, ("PW"), worked at MTC, and petitioner-husband, ("PH"), worked at the USPS. Sometime before 2012, PW met LT. In late 2011, LT a...
CH is a general partnership that operates in South Carolina and is wholly owned by CII's three corporate affiliates. CII is a corporation. CH acquires and develop...
The Rs, husband and wife, are the sole grantors, trustees, and beneficiaries of the R Family Trust, ("Trust"). The Rs are treated, for federal income tax purposes, as...
Plaintiffs are shareholders in three family-owned corporations: LSWARE, LSWASH, and LSB, (the "Corporations"). Throughout their history, these companies toggled betwe...
These motions, the court explained, arise from a settlement of an action to collect disability benefits under various sections of ERISA. According to the Plaintiff, ("P&qu...
Taxpayer, ("TP"), a limited liability company, intends to elect to be a real estate investment trust, ("REIT"). Government Entity and one or more non-govern...
APP is a foreign LLC formed in Washington State. For the years in issue, it was not registered to do business with the California Secretary of State, ("SOS"). In Dece...
During 2008, petitioner sold an apartment building and realized a significant capitalgain on the sale. She reported this gain under the installment method....
Plaintiff, ("P"), filed a complaint alleging that she was improperly assessed Chicago's transfer tax on property transferred to her by Fannie Mae, ("FM"...
Donor, ("D"), is a co-founder and Chairman of the Board of Directors of Corporation A, ("CA"), a publicly traded corporation. On Date 1, D transferred Share...
Sec. 6426(e) of the Code allows taxpayers to obtain a credit for producing any alternative fuel mixture for sale or use in a trade or business of the taxpayer.
September 27, 2019 - Volume 13 Issue 187Print Report
TR is an arrangement created under a trust instrument and classified as a trust under Reg. Sec. 301.7701-4(c). TR holds a fixed portfolio consisting of common stock i...
Johnson & Johnson, ("J"), is a New Jersey corporation headquartered in New Brunswick, New Jersey.In 1970, J formed Middlesex Assurance Company, ("MA&qu...
September 26, 2019 - Volume 13 Issue 186Print Report
Distributing, ("D"), a State X corporation, has two classes of stock outstanding, Class A and Class B. The Class A shares are voting shares while the Class B shares a...
S is a limited partnership formed by G and P to manage housing properties. Each partner owned a 2.5 percent general partnership interest and a 47.5 percent limited partnership...
On February 26, 2017, the Ks sold a Ford truck for $10,500. Two weeks later, the Ks sold a Kawasaki motorcycle for $3,900. On March 14, 2017, the Ks purchased a Dodge truck for...
Elliott Management, (EM), has come out with a comprehensive and obviously well thought out plan for the restructuring of Marathon Petroleum Corporation (MPC). EM has some histo...
September 24, 2019 - Volume 13 Issue 184Print Report
Company, (C), is a solar equipment leasing company. C is organized as a limited liability company (LLC)and istaxed as a partnership. C desires to install,...
Massachusetts, ("M"), law generally provides for a credit (the "Sec. 6(a) credit") against taxes imposed under chapter 62 on M residents for taxes due any o...
September 23, 2019 - The Deal Survey: September 2019 Print Report
Welcome to our summary of deals for September 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....
Overstock.com, Inc., ("OSTK"), announced, on July 30, 2019, that its Board of Directors has declared a dividend "payable in shares of its Digital Voting Series A...
In July 2013, the Baldwins, (the "Bs"),sold their residence and abandoned their homestead. On July 10, 2013, the Bs purchased another property with a house on i...
Petitioner, ("P"), is a packaged food company. Prior to March 2008, P operated in three distinctsegments: consumer foods, international foods, and food and ingr...
September 23, 2019 - Volume 13 Issue 183Print Report
Shareholder, (SH), owns 100 percent of the common stock of X, a Massachusetts corporation. SH will sell "qualified securities" to an employee stock ownershi...
In October 2005, H and his father, C, executed a written "durable" power of attorney, (the "DPA"). H requested the DPAto better assist C in the manage...
On October 29, 2014, a Judgment and Property Order Attachment to Judgment, ("Property Order"), was entered that dissolved P's marriage to his former spouse. It pr...
September 20, 2019 - Volume 13 Issue 182Print Report
Petitioner, (P), is the founder and president of a consulting engineering firm located in Orange County (New York). In 1977 or 1978, P announced his intention to grad...
The Wall Street Journal is reporting that AT&T, Inc. ("T") is considering parting ways with DIRECTV, ("DTV"), and has explored, among other options, a s...
Sec. 382(a) of the Internal Revenue Code provides that, after an "ownership change," within the meaning of Sec. 382(g), the amount of a loss corporation's taxable...
September 19, 2019 - Volume 13 Issue 181Print Report
Parent, (P), is a Country X corporation engaged in the banking business worldwide. P conducts the banking business within the U.S. through a State A branch. P owns al...
WPR is a Texas limited partnership. It operates as the owner and developer of Whistling Pines Golf Club, ("WP"). O is the general partner of WPR and owns a onep...
Pfizer, Inc., ("P"), filed its 2008 Federal income tax return on September 11, 2009. The return depicted an overpayment of $769,665,651, and P asked the I.R.S. to ref...
Energy Transfer L.P., ("ET"), a Delaware limited partnership, announced on September 16, 2019that it has entered into a "definitive merger agreement whereb...
September 17, 2019 - Volume 13 Issue 179Print Report
The Plan is an unfunded contractual agreement between Petitioner and his former Employer under which Petitioner provided services to Employer in exchange for Employer...
Jefferies Financial Group, Inc., ("JEF"), is engaging in a rather unusual transaction--it will be distributing "property" (other than money) to its sharehol...
B was a licensed real estate broker. He was also a co-founder andthe majority shareholder of A, an 'S' corporation. A was engaged in making mortgage loans secured...
Amazon Services, ("AS"), is an Amazon.com, Inc. subsidiary that operates the website amazon.com, (the "Marketplace"), which lists various products for sale,...
The Illinois Retailers' Occupation Tax Act imposes a tax upon persons engaged in this State in the business of selling tangible personal property to purchasers for use or c...
September 16, 2019 - Volume 13 Issue 178Print Report
Petitioner is a professional sports player, almost certainly a hockey player, carries a foreign passport, and is a domiciliary of X-Country (XC). In 1993, petitioner...
In 2016, C was a high school student in Columbia, Tennessee. That year, a local car dealership, CCD, held its annual "Strive to Drive" competition. Strive to Drive is...
September 13, 2019 - Volume 13 Issue 177Print Report
In 1971, petitioners were married and purchased a home in Queens, New York, (MH). In 1993, petitioners created a retained interesttrust which provided for them...
Petitioner, ("P"), is a Delaware corporation that manufactures and markets agricultural equipment.... P owned the single membership interest of JDH-US, a limited liab...
Baker Hughes, a GE company, ("BHGE"), as expected, announced recently that its controlling shareholder, General Electric Company, ("GE"), has commenced a se...
Online travel companies, ("OTCs"), develop, operate, and maintain websites that offer "travel facilitation" services. One of these services allows travelers...
September 11, 2019 - Volume 13 Issue 175Print Report
AF is a State A corporation registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. AF has elected to be treated...
The Internal Revenue Service has issued proposed regulations "regarding the items of income and deduction which are included in the calculation of 'built-in gains and...
September 10, 2019 - Volume 13 Issue 174Print Report
PFG owned and operated the Golf Club at Peveley Farms, (PF). PFG purchased and paid sales tax on golf carts for use at the PF course. PFG requires its customers to pa...
The Wall Street Journal is reporting that "Symantec Corporation, ("S"), has received interest from a pair of private-equity suitors seeking to buy the firm for m...
The Debtors filed a Chapter 11 Plan that provides for the secured claim of the I.R.S., in the amount of $225,884.28, to be reduced to $41,905. The reduced number represents the...
AABAhas declared a liquidating distribution in the amount of $51.50 in cash per share of its common stock. The distribution will be paid on September 23, 2019 to holders...
September 9, 2019 - Volume 13 Issue 173Print Report
X is the common parent of an affiliated group filing a consolidated income tax return on a calendar year basis. Y has been a wholly-owned subsidiary of X since its or...
Altaba, Inc., ("AABA"), announced that its Board of Directors has declared a "liquidating distribution" of $51.50 in cash per share of its common stock. The...
September 6, 2019 - Volume 13 Issue 172Print Report
Plaintiffs are husband and wife. On November 30, 1972, they purchased certain commodity futures contracts, which they sold on May 31, 1973, resulting in a gain of $1,...
Prudential Financial, Inc., ("PRU"), has signed a definitive agreement to acquire a closely held corporation named Assurance I.Q., Inc., ("AIQ"). AIQ is an...
Abercrombie & Fitch, ("A"), is a Delaware corporation. A engages in a multi-state "unitary" business that consists primarily of selling clothing at reta...
September 5, 2019 - Volume 13 Issue 171Print Report
Applicant, (AP), is an out-of-state distributor of engines, generators, and other types of equipment. AP maintains distribution facilities in several different states...
The Es owned numerous rental properties including the three at issue here. The Es treated the three properties as "rental activity." The I.R.S. disallowed this approa...
APP is a California based corporation that is in the business of manufacturing and selling certain medical devices. APP produces the "System," which consists of three...
Eldorado Resorts, Inc., ("ERI"), has entered into a definitive agreement with Caesars Entertainment Corporation, ("CEC"),pursuant to which the former...
September 4, 2019 - Volume 13 Issue 170Print Report
Y owned all of the stock of Z. On February 20, 1979, Y sold 333 of the 1,000 shares of Z stock to an unrelated party, W. The purchase price and terms of the transacti...
Debtor, ("D"), began attending college at the University of New Haven in the fall of 2009. D financed her studies with student loans, ("SLs"), other grants,...
Sec. 404(a) of the Code governs the deductibility of a contribution to the trust of a deferred compensation plan maintained by an employer for its employees that satisfies the...
Distributing, ("D"), is the common parent of an affiliated group of corporations. The group is engaged in both Business A and Business B, each of which it has carried...
Company, which is located outside of Colorado, manufactures and sells pre-packaged "bakery food products," such as brownies, cookies, and bars. Company's bakery i...
USP is the common parent of an affiliated group of corporations that files a consolidated federal income tax return. USP is Massachusetts Mutual Life Insurance Company. UST is...
The Madison Square Garden Company, ("MSG"), in its recently filed Form 10-K, has, seemingly, confirmed the fact that it is actively pursuing a spin-off of a newly cre...
September 3, 2019 - Volume 13 Issue 169Print Report
The question is whether the profit of $95,168.75 realized by the taxpayer on the sale in 1927 of certain real estate is to be taxed as ordinary income or as capital g...
Petitioners, ("Ps"), husband and wife, are domiciled in the State ofNew Jersey. Petitioner-husband, ("P"), is the Chief Investment Officer of Wynnefie...
On August 7, 2019, Tallgrass Energy L.P., ("TGE"), announced that the board of directors of its general partner had received a proposal from Blackstone Infrastructure...
The debentures in question are two of a series issued by K&S on October 1, 1963, bearing interest at the rate of six percent per annum payable in cash, maturing o...
W is the son of M, who passed away in October 2013 at the age of 95. M participated in partnerships with CC, "a legendary real estate entrepreneur in the Washington D.C. a...
The issue for decision is whether petitioners, ("Ps"), are entitled to the American Opportunity Credit, ("AOC"), related to their daughter, ET. Ps have two...
T is based in Oregon and it purchases and sells textbooks over the internet from and to schools and students across the United States. T receives orders on its internet site, w...
Prior to Date 1, P was the common parent of an affiliated group that filed a consolidated federal income tax return on a calendar year basis (the "Old Group"...
Decedent died after he was required to begin receiving required minimum distributions from his individual retirement account, ("Decedent's IRA"). At the time of h...
M sells electrical, light, and radio signals to customers who then use these signals to make phone calls or access the internet. In Texas, a franchise tax is imposed on each ta...
Decedent and Former Spouse were married on Date 1. In Year, Former Spouse instituted an action for divorce in State Court. On Date 2, Decedent and Former Spouse execu...
The Steiners, (the "Ss"), filed joint tax returns as Utah residents in 2011, 2012, and 2013. Mr. S, ("S"), is a shareholder of SL, which is taxed as an '...
The taxpayer, (KK), owns and operates a plastic surgery business in Metarie, Louisiana. In 2016, KK decided to spread his wingsand did so by installing a row of Electric...
Corporations use Depositary Receipts programs to make their stock more attractive to investors in foreign markets. Depositary Receipts programs that make stock of for...
Petitioner and his wife owned a property that straddles the Bronx/Yonkers border. Petitioner and his wife maintaintheir residence on the property, which has an address in...
Kinder Morgan Canada Limited, ("K"), announced that it has reached an agreement with Pembina Pipeline Corporation, ("P"), under which P has agreed "to...
VMware, Inc., ("VMW"), is controlled by Dell Technologies, ("DT"). From what we can gather, DT wholly owns EMC and the latter owns approximately 97 percent&...
At some time before 2013, petitioners, ("Ps"), purchased two contiguous rental properties in Glenn DaleMaryland. Each rental property consists of a single-famil...
Mr. M was 51 years of age during the year at issue. He had been employed for about 15 years in the "SCA." As an SCA employee, Mr. M participated in the New York City...
August 22, 2019 - The Deal Survey: August 2019Print Report
Welcome to our summary of deals for August 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
In 1998, petitioner, ("P") purchased the property known as "HH for $9.25 million. The sale price consisted of P's then-current residence in the famed Rivers...
X corporation, (X), was incorporated on Date 1. X elected to be treated as an 'S' corporation, effective Date 2. Prior to Date 2, X was taxed as a C corporati...
Y is tax-exempt under Sec. 501(c)(3) of the Internal Revenue Code, and a Sec. 509(a) supporting organization of the Center and its School of Medicine. Through Y, the...
In a case with only a "bare bones" opinion, one thing emerges very clearly, Marathon Petroleum Corporation, ("MRO"), scored an impressive victory over the I...
From 2005 until 2015, SR maintained employment with Fruit of the Loom, ("FOL"), in Bowling Green, Kentucky. SR ended his employment with FOL effective December 31, 20...
X has been a Florida domiciliary since 1985. He owns a permanent place of abode in New York but does not spend more than 183 days in New York during any taxable year...
Taxpayers, ("TPs"), reside in California. They held shares in the Blackrock Insured Municipal Term Trust, Inc., ("BMT"), a regulated investment company, (&q...
The Louisiana Legislature passed Acts 25 and 26 which went into effect April 1, 2016 and were to expire on June 30, 2018. The Acts suspended nearly all exclusions and exemption...
On July 14, 2014, the taxpayers filed a Form IL-1040 that included a Schedule CR, "Credit for Tax Paid to Other States." To calculate the credit, the taxpayers took t...
In 2005 and 2006, Amazon.com, Inc., ("A"), restructured its European businesses in a way that would shift a substantial amount of its income from U.S. entities to Eur...
Where all the stock in a subsidiary is sold to another corporation and, as part of the contract of sale, the former parent agrees to pay, and does pay, a contingent l...
A corporation maintained its books of account and filed its Federal income tax returnutilizing the cash receipts and disbursements method of accounting....
Employer M, ("EM"), is the plan administrator of Plan X, a qualified retirement plan under Sec. 401(a) of the Code. A distribution of $900 is required to be made from...
A distribution in partial liquidation is a distribution "in redemption" of the distributing corporation's stock that satisfies the requirements set forth in Sec....
GI, Inc., (GI), was incorporated in December, 1982. CG, an individual, owned 68 percent of the stock and his brother, KG, owned 26 percent of the stock.
&nb...
Pursuant to Sec. 58.1-3606 of the Code of Virginia, property "owned by" incorporated colleges or other institutions of learning not conducted for profit and used prim...
The taxpayer, A, is domiciled in Nebraska and will maintain his domicile there. He has entered into an employment contract with a U.S. corporation which has its princ...
--We are now hearing, from many sources, that the company believes "it is more likely than not," that its special dividend will be reported as such and not as a distribution in partial li...
Liberty Global plc, a public limited company organized under the laws of England and Wales, "invites our shareholders to tender" (i) up to $625 million in value of ou...
Petitioners, ("Ps"), filed joint New York nonresident and part-year resident tax returns on which they claimed, on a flow through basis, the "QEZE" Real Pro...
Plaintiffs, ("Ps"), seek refund of a tax penalty imposed as an addition to tax under Secs. 6651, 6601 in the amount of $120,607.27. The Internal Revenue Service impos...
On July 6, 2006, the taxpayer, (TP),filed its articles of organization, as an LLC, with the Secretary of State of Vermont. On May 21, 2007, some 10 months later...
Petitioners, ("Ps"), are husband and wife residing in the State of New York. In 2015, the taxable year in issue, they were both under 55 years of age. During 2015, pe...
The issue, in Cromwell Corporation, et al. v. Commissioner , 43 T.C. 313 (1964), is whether the I.R.S. erred in determining that petitioners were not entitled...
Symantec Corporation, ("S"), announced that it has entered into a definitive agreement to sell its Enterprise Security assets, which includes the S name, to Broadcom,...
A owns a rental house in State X and would like to exchange that property for a condominium unit, also rental property, in St. Thomas, U.S. Virgin Islands in a like k...
A tax return was electronically filed with the Oregon Department of Revenue on April 17, 2018, for tax year 2017 that did not claim the pass-through entity, ("PTE"),...
Mayo Clinic, ("M"), is a Minnesota nonprofit corporation and tax-exempt organization under Sec. 501(c)(3) of the Internal Revenue Code. M is the parent organization o...
The Company has been in business since 2010 and has been in business in Virginia since 2011. The Company submitted Form RDC, "Application forResearch and D...
Petitioners commenced this proceeding and action seeking...a determination that the subject properties, which include fiber optic cables and accompanying equipment ("fiber...
Petitioner, ("P"), is the executor of Estate and the trustee of Trust. The purposes of the Trust are "to provide for the care of neglected and homeless animals a...
In Montana, multinational corporations may elect to file their tax returns by apportioning their income attributable to Montana from their domestic subsidiaries while excluding...
Distributing, ("D"), is a State A corporation that was organizedon Date 1 and made an election under Sec. 1362(a) to be an 'S' corporation effective as...
There are two general types of open-end investment companies. The first typeis one that imposes a sales charge on the shares sold. It sells its shares to an und...
The boards of each of Takeaway.com N.V. and Just Eat plcannounced that they have reached agreement on the terms of a recommended "all-share combination" to be e...
Chevron Corporation, ("CVX"), recently reported its second quarter earnings. They were much improved vis a vis the second quarter of 2018. In fact, the current quarte...
MRTpredeceased MST (his wife) on December 1, 1989. At the time of death, MRT and MST were each residents of Michigan. MRTdied with a valid will. The will directed t...
X Corporation, (X), and Y Corporation, (Y), have been engaged in the active conduct of a warehousing business and a transportation business, respectively, for the las...
Minnesota's R&D tax credit is calculated by subtracting a "base amount" of qualified research expenses, ("QREs') from the QREs for the taxable year....
The taxpayer, who was employed by X corporation, ("X"), was a participant in X's incentive compensation plan. As a participant in such plan, the taxpaye...
On April 25, 1996, RMZ, the owner of the property at issue, executed a quitclaim deed, which conveyed title to herself and her children as joint tenants with full rights of sur...
Prior to filing his petition for relief, Debtor, ("D"), entered into an agreement with Signature Bank, ("SB"), in connection with which he guaranteed an SBA...
Exact Sciences Corporation, (EXAS), and Genomic Health, Inc., (GHDX), have entered into a definitive agreement under which EXASwill combine with GHDX"for $72.0...
The property at issue was assessed by the Township at a total of $1,747,000 for tax year 2012. At the time of this assessment, the property was owned by LS, but event...
Banc of California, Inc., ("BANC"), announced the commencement of a cash tender offer, (the "Offer"), to purchase, using up to $75 million,its Deposit...
In 2012, Appellants, ("As"), transferred commercial property located in Orlando, Florida to the Temple of Israel of Hollywood, a qualified Sec. 501(c)(3) organization...
Foreign Parent, (FP), is a bank. TP is part of FP's private banking division and TP services "high net worth" individuals of a specific geographic area....
It now appears, since the Department of Justice has signed off on the deal, that the historic combination of T-Mobile US, Inc., ("T"), and Sprint Corporation, ("...
On July 1, 1958, the taxpayer purchased 100 shares of common stock. On October 1, 1958, he entered an agreement for the sale of this stock at a loss and to deliver it...
During the tax periods from July 1, 2000 through December 31, 2011, Verizon, ("V"), purchased various completed telephone cables, conduit, and poles. V either install...
A Connecticut domiciliary owns a place of abode in East Hampton, New York, where he spends three to five months a year with his family. The individual works in New Yo...
Facebook Inc.'s second quarter earnings reflecta "provision for income taxes" in the amountof $2.216 billion, contributing to a depressed net income f...
July 25, 2019 - The Deal Survey: July 2019Print Report
Welcome to our summary of deals for July 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
HRC was incorporated in New York State on January 9, 1947. It was a family corporation whose sole equalshareholders in 1976 were HO and IH. The corporation had...
The parties are in agreement that petitioner, ("P"), is entitled to $16,841 in deductible gambling losses for 2015. The principal issue for decision is whether P is e...
TP has a healthcare flexible spending account, ("FSA"), and seeks to use the FSA to purchase genetic testing services and resultant reports offered by X. X is 23andMe...
Taxpayer A, (TPA), age 58, maintained IRA B with Company C. TPA began receiving distributions from IRA B in the monthly amount of Amount 1 which was intended to be a...
TP, a federally chartered savings bank, provides mortgage loan servicing and sub-servicing. While TP has several customers located within Washington, TP does not have any prope...
TP is a human tissue bank that provides services associated with the processing, storage, preparation and transportation of tissue specimen to clients for medical research and...
Equifax, Inc., ("E"), the victim of a well-publicized "cyber-security incident" in 2017 in connection with which consumer information was compromised, has e...
Taxpayer is a real estate investment trust, ("REIT"). Taxpayer owns and operates retail space in the eastern half of the United States. Taxpayer is the sole general p...
On February 1, 2019, Carmanah Technologies Corporation, (TSX: CMH), completed the sale of a substantial portion of its assets to SPX. Since then, the company has been pondering...
Senator Elizabeth Warren, the Democratic presidential candidate, has been the most prolific of the hopefuls whenit comes to detailed policy proposals, all of which are&nb...
Petitioner is a resident of New Jersey and regularly commutes to his job in New York City. In addition to his New Jersey home, Petitioner maintains a summer home in Q...
Seattle enacted an ordinance in July 2017 imposing an income tax on high-income residents. Seattle "imposed a tax on the total income of every resident taxpayer in the amo...
TP maintains a residence in Lowell, Massachusetts, which is the home of his wife and two children. In 2006, he began working as a professor at DC. Each school year he signed a...
Hillenbrand, Inc., ("H"), and Milacron Holdings Corporation, ("M"), recently announced that they have entered into a definitive agreement "under which...
Prior to June, 2004, BASF owned a parcel of real property ("S40"). The S40 was polluted. Plantiffs entered an agreement with BASF, whereby the S40 would be...
K was a high school social studies teacher for 25 years. He taught a course entitled "20thCentury World History" as part of the School District's Internatio...
France has now committed to imposing what is being referred to as a "digital tax" on certain "tech" companies doing business in France; and with digital sal...
Decedent died on Date 2. At the time of death, Trust, a revocablegrantor trust, held shares of C1. C1 is currently composed of six operating units: OU 1-6. Under Sec. 616...
Taxpayers owned or controlled a majority of the common stock of TH. On June 9, 1960, the taxpayers voted their controlling share of the stock of the corporation in fa...
Taxpayer, ("TP"), is a limited liability company that has elected to be classified as an association taxable as a corporation. TP will elect to be taxed as a real est...
Rent-A-Center East, Inc., ("RAC"), offers household items, such as furniture and electronics, to the public on a "rent to own" basis whereby a customer obta...
TP is a corporation that had several years of net operating loss, ("NOL"), carryovers and charitable contribution carryovers, ("charitable carryovers"), tha...
Company, ("C"), accepts whole-bodydonations. People donate knowing that C will remove tissues or other parts from the bodies. The people know that these parts w...
The issue is whether a New York State resident individual may claim a resident tax credit, pursuant to Sec. 620(a) of the Tax Law, for income taxes paid to another st...
The transactioninvolving Occidental Petroleum Corporation, ("OXY"), and Anadarko Petroleum Corporation, ("APC"), is relatively straightforward, i.e.,...
Taxpayer, ("TP"), is a global corporation with various subsidiaries doing business in countries throughout the world. TP is organized as a U.S. corporation under the...
Two classes of residents, a domiciliary resident and an actual resident, are set forth in Virginia Code Sec. 58.1-302. The domiciliary residence of a person means the...
MPL is a subsidiary of MPLX, a master limited partnership. MPLoperates pipeline systems that move crude oil to Marathon refineries and also transport refined products. MP...
Former Vice President Biden, after leaving office, conducted his lucrative speaking and writing activities through an electing small business corporation, i.e., an 'S'...
Petitioner, ("P"), had been domiciled in New York since about 1970. In July 2009, P accepted a position with the VA located in Michigan, ("M"). P obtained a...
In 2014, petitioner, ("P"), had an IRA with CG with an account number ending in 0946, and she had a financial adviser at CG. PE was the custodian of the account. On J...
TP is an independent respiratory equipment provider. TP sells sleep apnea, ventilator and oxygen equipment. TP has offices in Washington. TP referenced its "ASVs" und...
A was a resident of Canada in 1986. In that year, A and her mother, who wasalso a resident of Canada, sold jointly owned real property located in Canada to an u...
Encana Corporation, ("EC"), is inviting its shareholders to tender common shares of the corporation pursuant to "auction tenders" in which the shareholders...
Canterbury Holdings LLC, (C),a partnership owned by three individuals, is engaged in the "private equity" business. C formed Canterbury Holdings, Ltd....
Mr. Munoz, ("M"), sued his employer, Norfolk Southern Railway Company, ("NS"), under the FELA, claiming negligence for injuries he incurred at work. A jury...
TP sponsors TrustA which holds assets that are used to provide post-retirement medical benefits under Plan A for TP's retired, non-bargaining unit employees. Trust A...
X, a publicly traded partnership, is in the business of owning and managing businesses in the "upstream" oil and gas sector. X indirectly owns an "a%" inter...
Employer granted restricted property to certain of its employees (the "Employees")in connection with their performance of services. The grants all&nbs...
Applicant has been an employee with the City Fire District for 28 years, and has actively participated in the City Fire District governmental defined benefit (pension) plan. Up...
Congress enacted P.L. 86-272 in order to preclude the states from imposing a net income tax on certain out-of-state sellers of tangible goods. In New Jersey, the net income tax...
At issue are certain online management solutions Instill Corporation, ("I"), provided to customers in the food-service industry. These solutionsvaried by custom...
When a debtor files for chapter 7 bankruptcy, his or her assets become property of the bankruptcy estate, to be distributed among his or her creditors. The debtor may, however,...
In 2009, President Obama signed the "Recovery Act" into law to encourage investments in clean energy property. Congress enacted Sec. 1603 of the Recovery Act to creat...
Since earning his Ph.D. in 1997, petitioner, ("P"), has worked as a full-time professor of management at various universities, including Southern Connecticut State Un...
Argus Leader, ("AL"), a South Dakotanewspaper, filed a Freedom of Information Act, ("FOIA"), request for data collected by the U.S. Department of Agri...
New York Tax Law Sec. 1105(c)(1) imposes a sales tax on certain information services, but excludes the furnishing of information which is "personal or individual in nature...
On April 17, 1953, the directors of a personal holding company, a New Jersey corporation, declared a dividend to be paid on May 10, 1953, to the shareholders the...
Sec. 301.7701-2(c)(2)(i) of the regulations specifies that, except as otherwise provided, a business entity that has a single owner and is not a corporation under Sec. 301.7701...
Sun Coke Energy, Inc., ("SC"), and its affiliates owned approximately 62 percent of the interests in SunCoke Energy Partners, L.P., ("SXCP"). On June 28, 20...
Y, a corporation, desired to acquire a tract of land and a factory owned by X, an unrelated corporation engaged in the business of manufacturing certain products. Y e...
X is a corporation engaged in a variety of businesses. It has outstanding one class of common stock which is publicly traded. S is a corporation engaged in the oil an...
Altaba, Inc., ("AABA"), announced that its stockholders have, overwhelmingly, voted to approve the voluntary liquidation and dissolution of AABA pursuant to the Plan...
In 2003 and 2004, plaintiff, ("P"), lived and worked in Pennsylvania, ("PA"). During those years, she had compensation deferred to future years. A portion o...
P is engaged in the business of poultry processing. P, through two of its subsidiaries, PFMI and PFML, acquired two poultry processing plants in Mississippi.
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The Chicago Municipal Code imposes the Chicago real property transfer tax, ("transfer tax"), on "the privilege of transferring title to, or beneficial interest i...
AbbVie, Inc., ("ABBV"), and Allergan plc, ("AGN"), have announced that the companies have entered into a definitive transaction agreement pursuant to which...
A entered into a written agreement with B to sell B for $1,000x a ranch (the "first ranch") consisting of land and buildings used by A in the business of ra...
U.S. Ecology, Inc., ("U"), announced that it has entered into a definitive merger agreement with NRC Group Holdings Corporation, ("N"), "in an all-stoc...
For 2008, M filed a timely Homestead Benefit Application for a rebate or credit for local property taxes of $10,840.50 paid on his home. The Application recited M'...
Texas levies franchise taxes against a taxable entity's "taxable margin." The Tax Code allows a taxpayer to calculate its taxable margin as the lesser of: (i) 70...
Eldorado Resorts, Inc., ("ERI"), and Caesars Entertainment Corporation, ("CZR"), announced that they have entered into a definitive merger agreement "t...
Petitioner, ("P"), was a nonresident of New York during 2009, 2010, and 2011. Prior to July 31, 2009, P owned 50 percent of the shares of ESPI, a New York corporation...
North Carolina, ("NC"), imposes a tax on any trust income that "is for the benefit of" a North Carolina resident. A trust is created when one person (a &quo...
Petitioner, ("P"), is a limited liability company organized in the state of Florida whose sole member is a corporation, DCL, organized in the Cayman Islands. During t...
Petitioners, ("Ps"), were residents of Florida in tax year 2011. From 2006 to 2011, BL owned, through a single member limited liability company, a 50 percent membersh...
In Year, X joined Company, (C). C and X agreed that as part of X's employment with C, X would provide financing of approximately "$n." In addition, C de...
June 20, 2019 - The Deal Survey: June 2019Print Report
Welcome to our summary of deals for June 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
A is a Missouri corporation that offers un-tethered hot-air balloon rides. The ride lasts 45 minutes to an hour, ending with a champagne toast once the balloon has safely lande...
Petitioner, (P), is an industrial manufacturer that licensed technology to its Puerto Rican and Dominican Republic subsidiaries to manufacture breaker products. P pur...
P was a wholly-owned subsidiary of AonCorporation. P is a holding company and the parent of the "Cs." The Cs are premium finance companies that make loans to bu...
A, an individual, owned 75 percent of the stock of X. X was the common parent and owned all of the stock of three domestic corporations that were engaged in the sale...
P's business is tax preparation. P did not collect sales tax on its service of tax preparation. The failure to collect was due to P's belief that its activities were &q...
One of the more controversial aspects of the Tax Cuts and Jobs Act was the provision popularly known as "GLTI." GILTI stands for "Global Intangible Low-Taxed Inc...
TP1 is a diversified media and entertainment business. TP2 is a wholly owned subsidiary of TP1. TP2was the owner of the spectrum-based content distribution rights associa...
TP is a real estate investment trust, ("REIT"). PR is a State B REIT that is an Exchange listed company. TP represents that PR is a "publicly offered REIT"...
On May 15, 2014, Mr. G entered into an agreement for the lease of an automobile with BMW Financial Services. At the time he entered into the lease agreement, Mr. G paid sales t...
Decedent was married to TP until his death at which time both Decedent and TP were over 70 1/2 years of age. At the time of his death, Decedent owned an individual retirement a...
The taxpayers, referred to as "mineral owners," collectively own an undivided fee interest in minerals, including oil, gas, and casinghead gas, holding the&...
In 2008, the Hs opened a restaurant in New Mexico, named "A Taste of Buffalo," ("ATOB"), with the help of the Bs, the petitioners in this case. ATOB opened...
Sec. 174(a) of the Code provides that a taxpayer may treat "research or experimental" expenditures which are paid or incurred by him during the taxable year "in...
Mr. A and his children owned all of the stock of X Corporation, (X). Upon Mr. A's retirement, X redeemed its stock held by Mr. A for cash. Mr. A, in connection wi...
G is a privately held corporation organized under the laws of Greece. It conducts its business in Greece. In 2001, G acquired a 15 percent interest in P. P is headquartered in...
As is now well-known, the Tax Cuts and Jobs Act imposes limitations on the amount of state and local income taxes and real property taxes an individual can deduct in taxable ye...
The Partnership, a general partnership engaged in the coal mining business, has acquired various interests in land and coal. The Partnership desires to exchange certa...
LyondellBassell Industries NV, ("LYB"), is inviting its shareholders to tender up to 37 million of its ordinary shares, (the "Offer"), for purchase by LYB&n...
Raytheon Co., ("RTN"), and United Technologies Corp., (UTX), have entered into an agreement to combine "in an all-stock merger of equals." At the Effective...
The "Printer" is an out-of-state corporation which has acquired a plant site in West Virginia for the purpose of constructing and operating a commercial pri...
The Walt Disney Company's, ("P"), New York State corporation franchise tax return filed for the audit period included all affiliates in P's consolidated feder...
The Agency filed a complaint in the Court alleging that the Defendants violated certain provisions of the Act with regard to the manufacture and design of Product Z. State X fi...
Foreign Parent, ("FP"), is a Country Z publicly traded corporation with subsidiaries in multiple countries engaged in Business A and Business B. FP owns all of the st...
This appeal presents the question of the validity of Reg. Sec. 1.482-7A(d)(2). The parties agree that, under the governing tax statute, Sec. 482 of the Code, the "arm'...
As of January 19, 1970, C had outstanding 1,517,536 shares of $5 par value voting common stock. P is a corporation. As of February 19, 1970, P had outstanding 3,389 s...
In 2010, petitioner, ("P"), terminated her employment with the Department of Family and Protective Services to become a full-time student at the University of Phoenix...
Y is engaged in the business of hauling, handling, and storage of furniture. Y leased from individual A 10 acres of land improved by an office building and several sm...
The Partnership is engaged in the general practice of law. The Partnership occupies several floors of an office building under a lease dated January 16, 1977. The com...
Petitioner, ("P"), hasworked since the 1990s to establish herself as a "brand author."* A brand author is one who provides prestige or reliable profit...
Land which the taxpayer hadheld for investment was condemned by a governmental authority. In the same year, the taxpayer expended the proceeds of the condemnati...
Any hope that "opco/propco" spin-offs, transactions that were briefly popular in the early part of this decade, would be resuscitated has now been conclusively elimin...
Infineon Technologies AG, ("IT"), and Cypress Semiconductor Corporation, ("CY"), announced that the companies have signed a definitive agreement pursuant to...
Plaintiffs operate a residential adult foster care facility. In 2009, three of the residents receiving care were "privately funded" and the other two reside...
Comcast is headquartered in Philadelphia. The Comcast entities in this case, ("C"), provided internet, cable television, and phone service to customers in Tennessee,...
SoulCycle, Inc., ("P"), operates facilities in New York City and elsewhere with its headquarters located in New York City. P provides instructor-led indoor cycling cl...
Mr. A, an individual, was the owner of real property located in State X. This property was both unimproved and held by Mr. A for investment purposes....
Altaba, Inc., ("AABA"), is proceeding,with all deliberate speed, with its plan to completely liquidate. At this point, AABAis, for all intents and purpose...
The Debtors filed a voluntary petition for relief under Chapter 13 of the Bankruptcy Code on July 2, 2018. The Internal Revenue Service filed a proof of claim, ("Claim&quo...
V's wholly owned subsidiaries include the following C corporations: PH and VH. Before June 7, 2002, VH was named VMI. PH owns 100 percent of IMI. IMI and VH own o...
Agilent Technologies, Inc., ("A") is a Delaware corporationheadquartered in California, and is the parent of a worldwide family of affiliated corporations. A ma...
The taxpayer, ("TP"), was formed in 2007, and it initially operated as a tailgating business at University of Alabama Crimson Tide home football games in a large area...
P is the common parent of an affiliated group of corporations that files a consolidated Federalincome tax return. T was previously the common parent of an unrel...
Petitioner, ("P"), is a New York corporation that owns and operates convenience stores and gas stations in upstate New York and Vermont. P was subject to the corporat...
Petitioner, ("P"), is an Indiana-based manufacturer of prosthetic implant devices, such as artificial hips, knees, and elbows. P marketsand sells prosthetic dev...
Taxpayer, ("TP"), an individual, sold a parcel of real property to unrelatedMr. A for a total purchase price of $670x in Year 1. Of this amount, $70x...
TP rents equipment to customers for use in farming, construction, manufacturing, and warehousing. In 2003, TP initiated a Like Kind Exchange Program (LKE Program) thr...
On June 1, 1981, petitioner, ("P"), her former spouse, and three other persons purchased a single-family residence in San Jose, California, ("RRP"), for $15...
During 1987, petitioners invested $23,611 as a down-payment on a home intended for their retirement years, by utilizing funds from their IRA. Neither petitioner had r...
M injured his shoulder and his neck when a train he was working on in N's Calumet Yard came to a sudden stop. M sued N for negligence under the Federal Employers' Liabi...
May 21, 2019 - The Deal Survey: May 2019Print Report
Welcome to our summary of deals for May 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
D and E, individuals, were equal partners in a two-man partnership engaged in the wholesale produce business. Upon D's death, E purchased, pursuant to a "buy...
C died on August 14, 2011. C was a Massachusetts resident at the time of her death. C's husband, M, had died on July 11, 1993, while domiciled in New York. His will establi...
In 2007, Apple, Inc., ("A"), started selling iPhones. The next year, A launched the retail App Store, an electronic store where iPhone owners can purchase iPhone appl...
For purposes of Sec. 355 of the Internal Revenue Code, a spin-off (or split-off), in order to be tax-free, must, among many other requirements, meet the &q...
M sold R, (the "taxpayer"), computer software and accompanying equipment which M contracted to install in a hospital operated by the taxpayer. M charged sales tax whi...
On May 27, 2006, decedent died. At that time he had owned an IRA with Bernard L. Madoff Investment Securities (BLMIS). During decedent's lifetime, he had invested...
Petitioner, ("P"), is New York not-for-profit corporation. P is a social and athletic club owning water-adjacent land off of the Genesee River. Clubhouse facilities a...
Petitioner Wife, ("PW"), was issued, for the 2015 tax year, a Form W-2, Wage and Tax Statement, which reflected $7,353 in wages.... This amount qualifies as a Medicai...
TP, a State A corporation, is the common parent of a U.S. consolidated tax group. TP develops, manufactures, and markets B products for the C markets.
...
The taxpayers, ("TPs"), were the majority shareholders in PI, (the "Corporation"), an 'S' corporation. For 2009 and most of 2010, TPs owned 79.6 per...
On January 1, 2002, Mr. A owns 100 shares of stock in X Corporation, (X). The shares have a value in excess of Mr. A's adjustedbasis in such shares, and thu...
In 2011, petitioner, ("P"), received a lump sum distribution of $133,349 from a Sec. 457 deferred compensation plan administered by F for P's employer, the City o...
Edgewell Personal Care Company, ("EPC") and Harry's, Inc., ("H"), a private company, announced that they have entered into a definitive agreement under...
Under a plan of reorganization, an unincorporated trust acquired the properties of a domestic railroad which, prior to the reorganization, had been leased to another...
In 1998, Mr.Gilbert Hyatt, ("H"), sued the Franchise Tax Board of California, (the "Board"), in Nevada state court for torts he alleged the agency com...
Sears provided its customers the option of purchasing its products on credit with a private-label credit card issued by Citibank. As a vendor registered with the Mass...
In some cases, spin-offs have a dual character. They can be tax-free at the shareholder level, but taxable at the distributing corporation level. General Electric Company, (&qu...
Petitioner, ("P"), and TT have never been married to each other. They do, however, have a minor child, "CDC." CDC lived with TT throughout 2012 and did not...
Occidental Petroleum Corporation, ("OXY"), has won the battle it was waging with Chevron Corporation, ("C"),with respect to the acquisition of Anadark...
IFM Investors and Buckeye Partners LP, ("BPL"), announced a definitive agreement under which the IFM Global Infrastructure Fund will acquire all of the outstand...
Pursuant to Sec. 501(c)(14)(A) of the Internal Revenue Code, Bellco Credit Union, (B), is generally exempt from federal income tax. However, B, like all otherwise tax...
X corporation is a corporation that once was a C corporation and later elected to be an 'S' corporation. However, X corporation's 'S' election terminated un...
Mr. B filed a petition for Chapter 13 protection on March 15, 2013. Mr. B has lived in South Carolina since May, 2012, when he moved there from Indiana.
&nb...
Petitioner, ("P"), operated a federal prison pursuant to a contract it had entered into with the Federal Bureau of Prisons, ("BOP"). P housed, fed, monitore...
The issues before us, the Third Circuit Court of Appeals noted, "boil down to whether a United States entity incurs taxes on income made by its controlled foreign corporat...
Marathon Petroleum Corporation, ("MPC"), and MPLX LP, and Andeavor Logistics LP, ("ANDX"),announced that the two midstream companies, MPLX and ANDX, h...
Mr. ME, ("ME"), held 49 percent of the stock of M, an 'S' corporation. ME obtained a personal loan and transferred $4,985,035 of the loan proceeds to MG, an &...
D opened an individual retirement account (IRA) with Merrill Lynch (ML) by rolling over $64,646 from another financial institution. Before doing so, D signed a "...
Petitioner, (P), wants to know the estate tax consequences for the estate of a non-resident decedent of forming a "single member" limited liability company...
LTR201918015, January 30, 2019, is the private letterruling secured by Liberty Expedia Holdings, ("HC"), with respect to its merger with and into Expedia...
X Corporation, (X), had outstanding 5,100 shares of voting common stock and 4,900 shares of voting preferred stock. Each share of common and preferred stock possesses...
Sinclair Broadcast Group, Inc., ("S"), and The Walt Disney Company, ("D"), announced that they have entered into a definitive agreement under which S will a...
TP is a partnership. LLC, a disregarded single member limited liability company of TP, owns and operates the Team, a professional sports franchise that is a member of the Leagu...
Parent, D-REIT and F-REIT, were, respectively,the grantor and grantees in a transfer that occurred on March 1, 2011, ("Transfer"). Before the Transfer, Parent o...
On July 24, 2013, the Decedent, then age 87, executed a deed transferring his interest in the Subject Property (a two-family home located in Lodi, New Jersey) to the Heirs for...
An individual who computes his taxable income under the cash receipts and disbursements method of accounting established a trust and transferred certain corporate bon...
R provides furniture, electronics, appliances, and computers to consumers, either through immediate, outright purchase or, more commonly, through "rent to own" agreem...
It was bound to happen. Occidental Petroleum Corporation, ("O"), announced that, in connection with the financing of its proposal to acquire Anadarko Petroleum Corpor...
One thing we can say about Perrigo Co. plc's"inversion" with Elan Corp. plcis that it brought the company unwanted tax scrutiny, both here and in Irel...
UDI was an 'S' corporation in which each ofhusband (H) and wife (W) were shareholders. LLC began operations on April 2, 2007. LLC was treated as a partn...
In December 2014, CF submitted an application to the Exchange. CF purchased a health insurance policy through the Exchange after it determined she was eligible for an advance p...
This appeal concerns the corporate excise tax liability of 13 subsidiaries that provided video, Internet, and telephone services in Massachusetts between 2003 and 2008. In thei...
The residue of the Estate of A, who passed away on November 2, 1973, was bequeathed to a trustee to pay the income to B for her life and upon her death to deliver the...
Gardner Denver Holdings, Inc., ("GDI"), approximately 35 percent of the stock of which is owned by KKR, and Ingersoll-Rand plc, ("IR"), an "inverted&qu...
TP is a State limited liability company. TP has two members: A, a State corporation, holds a "D%" interest in TP, and B, also a State corporation, holds a &...
The Bs' 2007 Federal income tax return reported a net operating loss, ("NOL"), of approximately $2.5 million. They wanted to carry that loss back to 2005. Based o...
In 2016, a hacker tricked a Lamps Plus, ("LP"), employee into disclosing the tax information of approximately 1,300 LP employees. Soon after, a fraudulent federal inc...
Celadon Group, Inc., ("CGIP" or "the Company"), announced that it has reached resolutions with the U.S. Department of Justice, Criminal Division, Fraud Sect...
The Property, a commercial building located in Queens, New York, was originally conveyed to JS, individually, by deed, on or about May 27, 1993. The Property was indi...
In New York, taxpayers can receive a tax credit for the redevelopment of a "brownfield" site as part of a brownfield cleanup program. If the amount of the credit allo...
As part of its general sick pay plan, a company has a plan that provides for salary or wage continuation benefits to employees who are absent from work because of pre...
While the taxpayer, ("TP"), was a resident of Texas, ("State A"), she borrowed money from a retirement account. TP moved to Virginia in May 2015. In July 20...
RFI is a C corporation of which F was the majority shareholder. P was an 'S' corporation of which F was also the majority shareholder. In 2005, RFI contracted with &quo...
In 1969, a taxpayer sold shares of stock having a basis of $40,000 for $100,000 and elected to report his gross profit from the sale on the installment method of acco...
Occidental Petroleum Corporation, ("OXY"), delivered a letter to the Board of Directors of Anadarko Petroleum Corporation, ("APC"), "setting forth the...
April 24, 2019 - The Deal Survey: April 2019Print Report
Welcome to our summary of deals for April 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
From time to time, the question arises whether Liberty Media Corporation, ("L"), can effectuate a tax-free spin-off of the stock of its affiliate, Sirius XM, ("S...
In September 2018, Qualified Opportunity Fund A, ("QOFA"), purchases, for $800x, Property X, ("PX"), which is located within the boundaries of a Qualified O...
The Property is a residential property in Brooklyn, New Yorkwith four dwelling units. The Property was purchased by MW in her name alone on May 2, 2005. In orde...
GSI and S are wholly-owned affiliates of GameStop Corporation, ("GS"). GS operates approximately 82 retail stores in the state ofWashington. GS is a retailer of...
In Year 1, a foreign corporation (ACQ) entered into a plan of acquisition (Merger Agreement) with a U.S. corporation (T). The parties treated the acquisition as a reo...
The Internal Revenue Servicehas published an additional set of proposed regulations regarding Opportunity Zones which fill in manyof the blanks left open from the f...
Q operated as a C corporation until its 1986 tax year. Effective with its 1986 tax year, Q made an election to be treated as an 'S' corporation. T and C each...
The Blackstone Group L.P., (BX), has decided to abandon its MLPformatand join the ranks of certain of its competitors in converting to C corporation status. The arg...
On July 18, 2015, JS leased a 2015 Lexus IS 250 for a period of 27 months. At the lease inception, JS paid $1,116.57 in sales tax on the motor vehicle to New York State.<...
In 1972, petitioner, ("P"), married MR. In 1976, P and MR moved to New York City. In 1977, P and MR divorced. Despite their divorce, they continued to live together,...
On April 16, 2018, D withdrew $50,000 dollars from an I.R.A. D deposited $49,000 of the funds in his checking account and retained $1,000 to purchase lottery tickets. Over time...
X corporation, (X), and Y corporation, (Y), have operated continuously for many years as mutual savings banks. Neither had anycapital stock outstanding....
Publicis GroupeS.A., ("PG"), announced it has entered into an agreement with Alliance Data Systems Corporation, ("ADS"), in connection with which PG &...
On March 26, 2018, Debtors filed a petition for relief under Chapter 13 of Title 11 of the United States Code. On April 27, 2018, the I.R.S. filed a proof of claim, ("Clai...
Appellant, ("A"), was organized in Oregon in 2007. During 2014, most of A's members, including most notablyMR, lived in California. A's sole business ac...
Chevron Corporation, ("C"), announced, on April 12, 2019, that it has entered into a definitive agreement with AnadarkoPetroleum Corporation, ("A"), &...
Under Sec. 45B of the Internal Revenue Code, an eligible employer may claim a credit against its federal income tax for FICA taxes paid with respect to certain tip income of it...
Petitioner, ("P"), was a voice and electronic broker-dealer operating out of offices in lower Manhattan. G and FB were subsidiaries of P. On September 11, 2001, G had...
On May 3, 1982, X established a restricted stock plan for the benefit of certain key employees in connection with services rendered to the corporation. At the time th...
On February 11, 2015, petitioners entered into a contract to purchase vacant land from FH, a New York corporation, for $2.5 million. On the same day, petitioners entered into a...
BioScrip, Inc., ("BS"), and Option Care Enterprises, ("O"),a private entity, announced that they have entered into a definitive merger agreement. Unde...
Apparently, the fourgreat imponderables, as regards the aggregate amount of liquidating distributions Altaba, Inc., ("AABA" or the "Fund"), will be ma...
Petitioner, (P), was employed by American Express Corporation ("Employer") from 1984 through August, 2007, when he retired at the age of 56. P was a partici...
On November 17, 2004, the taxpayers, Mr. and Mrs. Naso, (N), entered into a purchase contract with DH, a home builder, toconstruct a home on unimproved vacant l...
B views himself as operatinga "concierge CFO" business. He has had clients for his CFO business since at least 1998. During the examination years, he made a hom...
Versum Materials, Inc., ("V"), and Entegris, Inc., ("E"), had entered into a definitive merger agreement pursuant to which V was to have merged, in a "...
Secs. 4375-77 of the Internal Revenue Code were added by the Affordable Care Act (ACA). The ACA provides for the establishment of the private, non-profit corporation,...
RTC Sec. 69.5 allows qualified homeowners over 55 years of age to transfer the property tax basis of their principal residence to a replacement dwelling of equal or lesser valu...
Petitioner husband, ("PH"), is a highly successful businessman and a certified public accountant. PH and his wife, ("Ps") have been boating since the 1970s...
Petitioner, (P), resided in California. During 2005, she purchased a residence in Sacramento. She resided there until sometime during 2006, when she moved to San Fran...
Nearly 30 years ago, Hillsborough Holdings and thirty of its subsidiaries filed for chapter 11 bankruptcy. This proceeding centers on just two of those subsidiaries: USPa...
Petitioner, (P), is a dental practice. The Es (Dr. E and his wife)were P's sole shareholders. The Es were also salaried employees for P. Dr. E also owned an...
N.J.S.A. 54:4-3.30(b)(2) provides: "...The surviving spouse of any citizen and resident of this State who was honorably discharged and, after the citizen and resident'...
Petitioner, (P), is a U.S. citizen. He began working for L3 in April 1982 as a full-time employee and remained there until June 1989. P returned to work for L3...
There will be no "cash rich" split-offs or "downstream mergers" (in which Alibaba Group Holding Ltd. acquires the stock of Altaba, Inc. in exchange for Alib...
C is the CEO and sole shareholder of JKI, a commercial cleaning franchisor operating as an 'S' corporation. In November 2002, C went on vacation to the island of St. Ma...
P is a closely-held corporation that develops and markets computer software. P has, for more than five years, owned all of the stock of S, a corporation that owns and...
The Financial Accounting Standards Board, ("FASB"), has been attempting,for quite some time, to reach a consensus on what everyone agrees is a glaring problem:...
Parent, ("P"), is a public utility holding company. P's largest subsidiary is Taxpayer, ("T"). T is a regulated utility. T generates, transmits, and dis...
The taxpayers are each unmarried individuals whose filing status is "single" and who itemized deductions on their federal income tax returns for 2018 in lieu of using...
In 2007, petitioner was a Florida domiciliary but, as an executive in the magazine publishing industry that required frequent travel between Florida and New York, he also maint...
D (FortivCorporation) has a single class of voting common stock outstanding. D directly owns all of the equity interests in DRE 1, Sub 1, Sub 2, and Sub 3. DRE 1 owns all...
A trust makes mortgage loans for the construction of systems for the transmission and reception of audio, voice, and other electrical signals between communities by m...
Express Scripts, Inc., ("E"), is a PBM company headquartered in Missouri. Clients hire E to manage the clients' prescription drug benefit programs. E negotiates w...
Petitioners are regulated public utilities engaged in the business of providing natural gas to customers in New York City and Long Island. Starting in 2000, petitione...
MB was married to the former Pittsburgh Pirates and New York Mets star, Bobby Bonilla, ("RB"), in 1986. RB incorporated BBI. As of February 23, 1994, RB was the sole...
Taxpayers, a married couple, own shares in X. X is a Country M corporation that was formed in Year 2, and is a passive foreign investment company (PFIC). Since its fo...
The AUsapplied for a real property tax credit, claiming that their total income was below the $60,000 cap. BFS denied their application, stating that, when including the...
Taxpayer's property was severely damaged as a result of a natural disaster. The property was damaged to such an extent that it must practicably be rebuilt. Althou...
The I.R.S. recently issued proposed regulations, updating Reg. Sec. 1.301-1 in particular, to reflect the statutory changes made to Sec. 301(b)(1) and Sec. 302(d) by the 1988 A...
Novartis AG, a Swiss resident corporation, will be distributing to its shareholders, including holders of itsADRs, all of the stock of its newly-formed subsidiary, Alcon,...
In general, if property owned by a C corporation becomes the property of a real estate investment trust, ("REIT"), in a conversion transaction , (the qua...
Company, (C), will elect to be taxed as a REIT. The Taxpayer expects C to finance Structural Improvements secured by the Structural Improvements and the underlying bu...
TP originates residential first mortgages on "non-transient real property." TP's corporate headquarters are located out-of-state. TP originated mortgages through...
X is an attorney whose practice is devoted exclusively to the representation of professional athletes with respect to contract negotiations and other financial matter...
Nexstar Media Group, ("N"), will acquire, pursuant to a "reverse subsidiary cash merger," all of the Class A and Class B stock of Tribune Media, ("TM&q...
This appeal concerns the ownership of a federal tax refund. The tax refund was issued by the Internal Revenue Serviceto United Western Bancorp, Inc., ("UWBI"),...
March 21, 2019 - The Deal Survey: March 2019Print Report
Welcome to our summary of deals for March 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
Mr. L served during the Vietnam War as a member of the U.S. Air Force. He was honorably discharged from service in 1969. In 1998, Mr. L and his spouse purchased a summer camp i...
In 1973, the taxpayer (TP) entered into a franchise agreement with M. The terms of the agreement provided that M would grant TP its trade name and expertise in the bu...
A State of Washington statute requires each "fuel importer" to obtain a license, and it says that a fuel tax will be "levied and imposed upon...licensees" f...
MC is a 25 percent shareholder in CS which became a New Jersey (NJ) 'S' corporation in 1995. The period of assessment at issue was January, 2003--December, 20...
Fidelity National Information Services, Inc., ("FIS"), and Worldpay, Inc., ("WP"), announced that they have entered into a definitive merger agreement. At c...
A regulated investment company, ("RIC"), is allowed to claima deduction for the dividends it pays to its shareholders. Thus, a RIC is, effectively, exempt from...
Nerac, Inc., ("N"), is a research and advisory firm providing technical, scientific, and engineering research and tracking services to its clients. Clients contact pe...
Petitioner develops and markets a wide range of software, services, and digital products. Petitioner operates online marketplaces on which independent software vendors, ("...
Petitioner, ("P"), is incorporated under the laws of the State of New York. P is a wholly-owned subsidiary of BTG S.A. BTG S.A. is a wholly-owned subsidiary of Banco...
TP is a corporation that has elected to be taxed and has operated as a real estate investment trust, ("REIT"). TP principally invests in U.S. energy infrastructure as...
TP is in the business of distributing "Products" and similar products from a wide variety of suppliers through a specific group of retailers under contract...
Pursuant to Sec. 76.075, Stats. (2015-2016) (Wisconsin), plaintiffs seek adjustments of their 2013 and 2014 property assessments, and therefore refunds on their property taxes,...
The United States and its agencies may be sued only to the extent that they consent to waive their sovereign immunity. With respect to a suit for a tax refund, that waiver is c...
A 'small business corporation' may elect to be treated as an 'S' corporation. An election shall be valid only if all persons who are shareholders in s...
X Corporation, (X), a state-charteredbanking institution, had outstanding 2,000 shares of common stock which were publicly-held. X decided that its stock should...
The D family owns DPI, a closely held corporation that manages commercial and residential property.... Before V's death, the only shareholders of DPI were V, E, and P. V ow...
Brookfield Asset Management, Inc., ("BAM"), and Oaktree Capital Group, LLC, ("OAK"), announced an agreement whereby BAM "will acquire approximately 62...
Sec. 1362(a)(1) of the Internal Revenue Code provides that "a small business corporation may elect to be an 'S' corporation." Sec. 1362(a)(2) provid...
In 2014, petitioner, ("P"), received $26,180 of Social Security benefits, of which $11,902 was attributable to a lump sum payment relating to 2013 and $14,278 was att...
Brookfield Property REIT, ("BPR") if offering to purchase for cash up to $95 million in value of shares of its Class A stock (such stock was issued in the acquisition...
In 2004, M was diagnosed with Parkinson's disease. In 2006, Dr. Lew, ("DL"), prescribed Pramipexole, ("PR"). The medicine worked, and M's symptoms i...
A spin-off that otherwise satisfies the requirements of Sec. 355 of the Code, is, nevertheless, taxable, at the corporate level, if it is part of a plan (or series of related t...
Domicile is a relationship that the law creates between an individual and a location or a country. Domicile is the place where a person resides, where the person has an intenti...
The California Board of Equalization, ("BOE"), determined that, for 2008, dividend income received by Bank of America, ("BAC"), from its investment in China...
P corporation (P) owned all the stock of S1 and S2. It was P's desire that S1 acquire substantially all the properties of unrelatedX. In order to elim...
WC is a charitable organization incorporated under the laws of Kansas. In 2010, after the I.R.S. determined that medical school students were not subject to FICA taxes, the Ser...
This case concerns property held in the name of Chicago Resort Company, a Michigan corporation (the "corporation"). The corporation is the owner of record o...
N is a provider of credit card and debit card processing services. N's customers are merchants and N provides them with card readers or card processing terminals that commu...
The taxpayer, ("TP"), operates a website that allows individuals to register for scheduled "speed dating" events held in several cities throughout the U.S....
The Tax Cuts and Jobs Act contained a provision which allows for a lower tax rate to be imposed on a U.S. corporation's intangible income derived from serving non-U.S. mark...
L was injured while working at BNSF's rail yard. L sued BNSF and gained a $126,212.78 jury verdict. Of that amount, the jury ascribed $30,000 to wages lost during the time...
Mr. and Mrs. C, ("the Cs"), filed a joint Iowa income tax return for calendar year 2006 reporting the sale of agricultural real estate located in W County, Iowa. Thei...
D corporation, (D), is engaged in Business qq and in Business rr. D has VV shares of voting common stock outstanding of which Shareholder Group A (SGA) owns approxima...
During each of the years in issue, Petitioner, ("P"), was the sole proprietor of Pi. Pi was engaged in the business of software development. The business was conducte...
PG & E is a holding company whose principal operating subsidiary is Pacific Gas & Electric Company, a public utility, (the "Utility"). On January 29, 2019, PG...
Parent, ("P"), is a Delaware corporation which manufactures, markets, distributes, and sells cigarettes throughout the United States. It maintains its headquartered i...
X Corporation, (X), is a publicly-traded corporation. Each share of X'sClass A common stock has one vote per share and each share of X's Class B common...
Uniti Group, Inc., ("U"), is a real estate investment trust, ("REIT") engaged in the acquisition and construction of infrastructure in the communications in...
PixiusCommunications, LLC, ("P"), is an internet service provider, ("ISP"), engaged in the business of providing its customers with wireless access to...
TP considered closing its factory in State X and consolidating the business in another state. To discourage this, State X provided a loan to TP. In return, TP was req...
On June 18, 2017, JC filed for Chapter 13 Bankruptcy Protection. The Internal Revenue Service filed a proof of claim for $5,795.10 in priority debt payments, with $695 being de...
February 28, 2019 - Volume 13 Issue 40Print Report
TP is a publicly held corporation. A and B each served as the principal financial officer of TP during a portion of Year 1. Pursuant to the executive compensation dis...
Eaton Corporation, ("E"), was the parent of an affiliated group of corporations, ("Eaton Group"), that filed consolidated Federal income tax returns. (Subse...
It has been reported that Pacific Gas & Electric Co., ("PCG"), in an effort to "preserve" its copious net operating loss carryovers, will seek the bankr...
February 27, 2019 - Volume 13 Issue 39Print Report
M is a domestic corporation. All of the stock of Mis owned by A and B, two individual taxpayers. M manages parcels of real property on a management fee basis.
RP1is a foreign corporation and the common parent of RP2, a foreign corporation, and P, a U.S. corporation. P is the common parent of an affiliated group which includes P...
February 26, 2019 - Volume 13 Issue 38Print Report
Pursuant to an agreement, T merged into PU, a wholly owned subsidiary of P. The shareholders of T received cash and promissory notes in exchange for their T stock. By...
In general, where a loss corporation undergoes an ownership change, certain limitations, known as the "Sec. 382 limitation," will be imposed on the amount of taxable...
February 25, 2019 - The Deal Survey: February 2019Print Report
Welcome to our summary of deals for February 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....
February 25, 2019 - Volume 13 Issue 37Print Report
P is a corporation organized under the laws of Indiana. During 1970 and 1971, P engaged in the business of residential house rental from which it received gross renta...
The taxpayer, ("TP"), is a multi-state business which offers for sale or lease property such as furniture, appliances.... TP derives the vast majority of its revenue...
Mr. D, ("D"), workedin the U.S. Marshals Service. His home state, West Virginia, ("WV"), does not tax the pension benefits of certain former state law...
February 21, 2019 - Volume 13 Issue 35Print Report
Company, (CO), is a closely-held State N corporation. Stock in CO was held by family members A, B, C, and D and by Trusts 1-9 established by the family.
&nb...
On August 6, 2013, the New York State Division of Taxation, (the "Division"), issued to petitioner, ("P"), a noted Wall Street investment strategist, a noti...
February 20, 2019 - Volume 13 Issue 34Print Report
C1, a domestic corporation, is 78.68 owned by X, a U.S. citizen. The remaining 21.32 percent ofC1is owned by seven U.S. citizens who are not related to X....
TP operates a karaoke, ("K"), business within leased premises below 96thStreet in Manhattan. The premises have been sub-divided into individual "K rooms&qu...
Molson Coors Brewing Company, ("MCBC"), for periods prior to October 11, 2016, owned a 42 percent economic, and 50 percent voting, interest in a partnership named Mil...
February 19, 2019 - Volume 13 Issue 33Print Report
Petitioner, (P), is the executor under the last will and testament of BSH who died at Sloane Kettering Memorial Hospital in the City of New York on September 19, 1973...
Plaintiff, ("P"), is a Michigan corporation engaged in the business of selling cell-phone service contracts, cell phones, and related equipment. P sold Verizon cell-p...
Westmoreland Coal Company Asset Corporation, ("TS"), a wholly owned subsidiary of Westmoreland Coal Company, ("WCC"), is offering to purchase all of the out...
February 14, 2019 - Volume 13 Issue 31Print Report
Mr. A formed X Corporation, (X), to engage in a business enterprise. X issued 70,000 shares of common stock to Mr. A at a price of $1 per share. Shortly thereafter, X...
G is a Georgia corporation. It does have any locations in Ohio; and does not employ any agents, representatives, or employees in the Buckeye State. G's primary customers ar...
BLX, Inc., ("BLX"), is incorporated in Iowa and headquartered in Cedar Rapids. The corporation has elected to file as an 'S' corporation. BLX describes itself...
February 12, 2019 - Volume 13 Issue 29Print Report
X corporation, ("X"), owned two parcels of real property, each such parcel consisting of land and a building thereon. Both of the parcels, Parcel A and Parc...
In April 2011, the Ms purchased real property, (the "Property"),in Bethesda, Maryland. At the time the Ms purchased the Property, it included a remodeled coloni...
LossCo, ("L") is a publicly traded State A corporation. L is a holding company whose major asset is the stock of Subsidiary, ("S"), a State B corporation. O...
Pursuant to two separate contracts of sale, Unit 1 and Unit 2 (which are noncontiguous, separate units in the same residential building) are being sold by Seller, ("S"...
The Corporate Executive Board Company, ("CEB"), is a corporation headquartered in Arlington, Virginia. Most of CEB's revenue comes from an annual fixed fee subscr...
February 11, 2019 - Volume 13 Issue 28Print Report
WF was organized for the primary purpose of providing passenger and automobile ferry service across the Potomac River between Maryland and Virginia. From April 8, 195...
Eli Lilly and Company, ("LLY"), announced that it will initiate an "exchange offer" to divest its remaining interest in Elanco Animal Health, ("ELAN&qu...
From 2005 through 2014, Aramark Educational Services LLC, ("A"), contracted with schools to provide "dining services." At issue is the classification of A&#...
TP is a foreign corporation with its principal place of business located outside of the State of Washington. TP sells sports apparel, equipment, and accessories to consumers th...
On July 15, 2010, Appellant, (AP), filed a California Form 100 for the 2008 taxable year. AP reported thereona sale of land, equipment, and buildings. The sale...
The Ks owned real property in Richlands, Virginia. The Ks executed a credit line deed of trust, (the "Deed of Trust"), on September 26, 2007 for the benefit of First...
Last fall, Post Holdings, Inc., ("POST), entered into an interesting transaction with Thomas H. Lee Partners, Inc., ("THL"), in which POST and THL formed a joint...
On November 1, 1979, Mr. A, the owner of all of the outstanding stock of X corporation, ("X"), an electing small business corporation (an 'S' corpor...
Several years ago, Liberty Interactive, ("LI"), in a "split-off" transaction, distributed to its shareholders its stock inLiberty Expedia Holdings, In...
AM began his career with American Express, eventually rising to the level of "project manager." In December 2001, he joined HIG as vice president of business developm...
X corporation, ("X"), has outstanding 100 shares of a single class of votingcommon stock, 90 shares of which were owned by Mr. A and 10 shares of whic...
Personal property is generally exempt from taxation in Minnesota, ("M"). Personal property which is part a pipeline system transporting or distributing water, gas, cr...
There are, generally, two types of corporation income tax reporting methods used by the States. Non-separate reporting permits a designated entity to file one tax return on beh...
Distributing, ("D"), is a publicly traded corporation and is the common parent of a consolidated group engaged in each of Business A and Business B. D maintains two q...
In most business combinations, it is obvious which of the parties is properly treated as the accounting "acquirer." The accounting acquirer applies "acquisition...
Mr. Joseph Spinoza, ("S"), is a successful real estate developer. S organized two companies, PR I and PR II, (collectively, "PR"), to acquire and develop tw...
The taxpayer, ("TP"), a domestic corporation, elected to be taxed as a real estate investment trust, ("REIT"). TP leases systems composed of permanently aff...
The issue, in a recent State of Florida administrative tax proceeding, was whether the taxpayer, (TPC), showed, by a "preponderance of the evidence", that i...
Appellants employed a tax professional toprepare their joint federal incometax returns. In 2013 and 2014, the preparer made significant errors affecting Appellants&...
I and H were married in 2004 and were separated in 2010. By a judgment of divorce dated April 27, 2011, I, the wife, was awarded physical custody of the children. The...
Petitioners, AF and RF, were residents of Guam in 2013. AF (the petitioner husband) had income from employment with a company based in the Commonwealth of the Northern Mariana...
GDC (the "company") was formed in 1970. A joined the company as vice-presidentfor finance and administration. The company agreed to sell A 40,000 shar...
Alamo Building Management L.P., ("A"), owns the Drury PlazaHotel San Antonio Riverwalk, ("DPH"), in San Antonio, Texas. A charges its customers for th...
X corporation, (X), issued shares of new voting common stock and shares of new nonvoting common stock pro rata to its shareholders in exchange for shares of its outst...
Mr. M failed to file timely federal income tax returns for tax years 2002 and 2009, and the Government levied tax assessments. Mr. M maintains that those assessments are invali...
TP is a Real Estate Investment Trust, (REIT). TP owns a portfolio of commercial properties on its own behalf as well as through joint ventures, each of which are trea...
The taxpayer, ("TP"), provides equipment loans and leases to small businesses and middle market companies, including "retail copy shops." In most instances,...
TP is in the business of lending money to customers across the country, primarily through credit cards and other personal loan products. The vast majority of TP's activitie...
Q is a business that connects drivers with customers who need too-large-to towvehicles driven to them. Q contracted with D to pair him with customers needing this service...
WE is a California limited liability company that sells fertilizers and pesticides to Arizona farmers. WE argues that the sales are exempt (from Arizona's "transaction...
WabtecCorporation, ("WAB"), and General Electric Company, ("GE"), announced today they have modified the terms of their merger agreement in a manner t...
TP, a public utility, abandoned a partially completed nuclear generating plant. The state commission with rate-making authority over TP, in determining to grant TP a...
Petitioner, ("P"), is a Delaware corporation. P's stock is owned by two entities: 96.42 percent by OLP, and 3.58 percent by QPOLP, (collectively, "POE")...
X corporation, (X), believed to be AT&T,issued Rights to its shareholders. Upon exercise of 35 Rights and the payment of $100 in cash, the holder will recei...
The Collector audited TP for sales and use tax for the periods beginning December 31, 2012 and ending October 31, 2015. As a result of this audit, the Collector issued a Notice...
WA is a South Carolina corporation. It owns all of the voting power and all of the ownership interest in WFK. WFK conducts business throughout the Commonwealth of Kentucky. WFK...
Fiserv, ("FISV"), and First Data Corporation, ("FDC"), announced that their boards of directors have unanimously approved "a definitive merger agreemen...
Sec. 199A was enacted on December 22, 2017, as part of the Tax Cuts and Jobs Act, Public Law 115-97.Congress enacted Sec. 199Ato provide a deduction to non-corporat...
WPX Energy, Inc., ("WPX"), established an Incentive Plan, (the "Plan"), that allows officers and employees to acquire or increase their equity ownership in...
January 22, 2019 - The Deal Survey: January 2019Print Report
Welcome to our summary of deals for January 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.
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TPs elected 'S' corporation status for P Corporation, (P). TPs contributed to P all of the shares of a C Corporation, (S), they owned. P filed an election to...
MGC operates corporate cafeterias throughout the Kansas City metropolitan area. The Federal Reserve Bank of Kansas City, (the "Bank"), contracted with MGC to operate...
We have been asked whether some sort of "public policy" doctrine or rule would prevent Pacific Gas & Electric Co., ("PCG"), from securing tax deductions...
Sec. 6654 of the Internal Revenue Code provides that, in the case of an individual, estimated income tax is required to be paid in four installments and the amount of any requi...
MA's mother, NA, owned an IRA, and MA was designated at the "Transfer on Death" recipient. After NA passed away, MA caused a trustee-to-trustee transfer to occur...
Plaintiff is a wholly-owned subsidiary of CEC. Plaintiff ("C") serves as the sales outlet for its parent, operating through branches scattered across the co...
Apparently, the Justice Department will permit New Disney to divest the regional sports networks, ("RSNs"), it will be acquiring in the Fox acquisition by means of a...
Cheniere Energy, Inc., ("LNG"), several years ago, created CheniereEnergy Partners LP Holdings, ("CQH"), as a vehicle through which institutional inve...
Distributing, ("D"), conducts Business A and Business B. D has a single class of voting common stock outstanding. D also has two classes of preferred stock outstandin...
Newmont Mining Corporation, ("NEM"), a corporation existing under the laws of Delaware, and Goldcorp, Inc., ("GG"), a corporation existing under the laws of...
For 2011, Davis Lynch Holding Co. Inc., ("DL"), was a Texas corporation that did not conduct any direct business in the state of Louisiana, ("L"). DL owned...
Boyd Gaming Corporation, ("B"), is incorporated in Nevada. B owns two Louisiana, ("L"), subsidiaries, BK and BLR. BK owns and operates the Treasure Chest Ca...
Recently, MaxarTechnologies, Inc., ("MUS"), a newly-created Delaware corporation, became the ultimate parent corporation of MaxarTechnologies, Ltd., (&quo...
TP provides an online service allowing customers to search, select, and reserve spaces at airport parking facilities in both the United States and Canada. A third-party web hos...
Two classes of residents for Virginia income tax purposes are domiciliary residents and actual residents, as set forth in Virginia Code Sec. 58.1-302.
...
AWA, ("Debtor," or "D"), filed a petition in bankruptcy pursuant to Chapter 11 of the Bankruptcy Code onMay 30, 2013. The case was later converted to...
Since New York State's individual income tax return is based on federal taxable income, the changes made by the Tax Cuts and Jobs Act, ("TCJA"), "may affect...
X corporation, (X), owns and operates a manufacturing plant that produces property that is inventory in X's hands. X's manufacturing operations discharge haza...
MS was a Deputy Chief of Staff for Congressman Chip Cravaack. In a typical month, she spent 12-15 working days in Washington D.C. and 6-10 in Minnesota. On Schedule A of the Fo...
P is a New York domiciliary who intends to live and work in a foreign country. P is married and has one minor child but hewill be legally separated from his spo...
Apparently, the odds have substantially increased that Sears Holdings Corporation, ("SHC"), will not be reorganized but, instead, will be completely liquidated in a t...
The Form 10 for Fox Corporation, ("New Fox"), was filed yesterday. The filing describes in detail the first part of the Walt Disney Co./Twenty-FirstCentury Fox,...
On December 27, 2018, Mr. EddieLampert, of ESL Investments, Inc., "returned to Sears Holdings Corporation, ("SHC"), 1,327,137 shares of common stock of the...
Minority shareholders owned 25 percent of the stock of X Corporation, (X). The remaining 75 percent of the stock was owned by Y Corporation, (Y). Y desired to liquida...
Bristol-Myers Squibb Co., ("BMY"), and Celgene Corporation, ("CELG"), announced that they have entered into a definitive merger agreement in connection with...
X is a domestic corporation. Y is a foreign corporation organized under the laws of Country Z. Y will have two classes of stock, voting and nonvoting. All shares of s...
On August 9, 2018, Microchip Technology, Inc. declared a quarterly cash dividend to the holders of its common stock in the amount of $0.364 per share. As a result of the declar...
P is a malt based beverage alcohol product which C1 manufactures in Illinois. In 2010, the Food and Drug Administration, ("FDA"), acknowledged that P is a "malt...
Husband and Wife have operated a hog farm since 1949. On January 1, 1988, Husband, Wife, and Son (TPs)exchanged their dwellings, automobiles, crops and farming...
APP purchased sheet metal for a feed barn that was constructed on its farmland. The feed barn will be employedby APP to feed meat producing cattle and store excrement for...
On December 28, 2018, ESL Investments, Inc., the vehicle controlled by the legendary investor Eddie Lampert, floated a revised proposal for the acquisition of Sears Holdings Co...
X corporation, (X), has outstanding a single class of commonstock 1/2 of which was owned by a father and the other 1/2 by his son. Under the constructive owners...
One of the lesser known elements of the Tax Cuts and Jobs Act, ("TCJA"), was the outright repeal, for corporate taxpayers, of the Alternative Minimum Tax for taxable&...
Wal-Mart.com USA, LLC, ("W"), operates an online marketplace, (the "M"), where it, along with third-party retailers, sell their goods. W sells inventory it...
In 1990, L established a defined-benefit plan which he converted in 1996 into a profit-sharing plan, both of which were qualified plans under Sec. 401 of the Internal...
Sec. 162(a) of the Internal RevenueCode allows a deduction for all the ordinary and necessary expenses paid or incurred during the taxable year in carrying on any trade o...
Robert A. Connell, ("C"), has been a financial adviser since 1974. In 1980, C joined Smith Barney, remaining there until 2009. By 2009, C and his team had assets unde...
On December 28th, Dell Technologies, Inc., ("DTI") announced "the successful completion of the Class V transaction following approval of the transaction by its s...
December 31, 2018 - Volume 12 Issue 250Print Report
Dealer, (D), sells a certain type of equipment at retail. Taxpayer, (TP), leases that sametype of equipment to unrelated customers. TP and D are related parties...
PCC is an 'S' corporation. PCC constructs commercial buildings, primarily in New York and Virginia. It was certified as a qualified empire zone enterprise, ("QEZE&...
December 28, 2018 - Volume 12 Issue 249Print Report
The taxpayer, (P), was married to MS until March 17, 2005. P and MS had two children, MMS and MAS, who were born in 2000 and 2002, respectively. On March 17, 2005, P...
December 27, 2018 - Volume 12 Issue 248Print Report
X operated a full line department store which offered a comprehensive selection of brand merchandise and a number of services, and also offered a variety of credit ar...
Under the Gross Income Tax ("GIT") Act, an entity classified as a partnership for federal income tax purposes is required to file an informational return showing all...
The market's swoon has left many investors with unrealized losses that, if they were recognized, could shelter from taxation capital gains recognized earlier in the year. (...
The Tax Cuts and Jobs Act, ("TCJA"), (P.L. 115-97), was signed into law by President Trump on December 22, 2017. The TCJA added Sec. 951A and Sec. 250 to the Internal...
New Cigna, (NC), recently completed its "double dummy" acquisition of the stock of Old Cigna, (OC), and Express Scripts, (ES). NC, through the mechanism of twin rever...
December 26, 2018 - Volume 12 Issue 247Print Report
N is a Georgia corporation that operated approximately 150 Waffle House restaurants in Georgia, Florida, and Virginia. On March 1, 1991, S, a shareholder of N, execut...
T-Mobile, ("TM"), owns large cellular datatransmission equipment that it has installed on the exterior of buildings in Mount Vernon, New York. The installations...
EP, a subsidiary of Perrigo Co. plc, will file an appeal with the Irish Tax Appeals Commission regarding a Notice of Assessment issued to EP by "Irish Revenue." The N...
December 24, 2018 - Volume 12 Issue 246Print Report
Sec. 162 and Reg. Sec. 1.162-1(a) allow a deduction for all the ordinary and necessary expenses paid or incurred during the taxable year in carrying on any trade or b...
The Tax Cuts and Jobs Act, ("TCJA"), added Sec. 864(c)(8) to the Internal Revenue Code. That section effectively overturns the taxpayer-friendly decision handed down...
Cigna Corporation, ("CC"), has finally completed its businesscombination with Express Scripts Holding Co., ("ESH"), effective December 20, 2018. The t...
Y and Y's wholly-owned subsidiaries are telecommunications companies headquartered outside of the State of Michigan that provide "landline and wireless services."...
December 21, 2018 - Volume 12 Issue 245Print Report
M is engaged in the business of music recording. M has issued and outstanding 1,020 shares of common stock and each of M's six individual shareholders own 170 sha...
The Fox/Disney transaction features a substantial distribution, by Fox, to its shareholders with respect to its stock. The question has arisen whether, with respect to foreign...
Is delivery of tangible personal property via private vehicles, instead of a common carrier, considered a protected activity under P.L. 86-272? The answer is yes. P.L. 86-272 s...
December 19, 2018 - The Deal Survey: December 2018Print Report
Welcome to our summary of deals for December 2018. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....
The United States Department of Agriculture, ("USDA"), "Trade Aid Package" is a temporary assistance program designed to assist farmers who experience a fin...
P is a single-member limited liability company. P's sole member is M. The president of M is S. In December 2011, P purchased an aircraft from an Indiana-based vendor for $1...
December 19, 2018 - Volume 12 Issue 243Print Report
Fund, (F), intends to file an election to be taxed as a regulated investment company (RIC). F's objective is to achieve broad equity exposure while reducing risk...
The tax code allows companies to avoid corporate tax on export income up to four percent of gross export receipts, by paying that amount as tax-deductible commissions to a DISC...
In 2001, C executed a last will and testament. In 2012, $5.1 million was transferred by her. A federal gift tax return was prepared for 2012. Almost all of the $5.1 million was...
December 17, 2018 - Volume 12 Issue 241Print Report
Sec. 382 of the Internal Revenue Code provides that, after an "ownership change," the amount of a loss corporation's taxable income for any post-change year that...
On November 28, 2018, CVS Health Corporation, ("CVS"), completed its historic acquisition of Aetna, Inc., ("AET"). The transaction was structured as a "...
The Affordable Care Act, ("ACA"), was signed intolaw by President Obamaon March 23, 2010. The ACA established a requirement to maintain "minimum esse...
Investors who purchased shares in Alibaba Group Holding, Ltd., ("BABA"), within the last six months or so will probably have sustaineda "paper" loss w...
In a 2003 contract, S agreed to "furnish, manage and supervise" supplemental staffing to KK's parent company, a division of M. In October 2009, M and S entered in...
December 14, 2018 - Volume 12 Issue 240Print Report
On Date 5, the following steps were taken to effectuate the merger transaction (the "Transaction"): (1) C1 formed P, and P formed Sub 1 and Sub 2; (2) Sub 1...
P was employed by Charles River Associates, ("CRA"), from July 22, 2015 to May 15, 2016. Upon termination of P's employment, CRA made a demand that P return a sum...
Dell Technologies, Inc., ("DTI"), has several classes of stock outstanding. It has 409.5 million Class A common shares outstanding; 136.9 million Class B common share...
R is an Indiana corporation that owns and operates an RV dealership. Many of its sales happen online. In typical online sales, once the parties agree on a price, R sent a purch...
December 12, 2018 - Volume 12 Issue 238Print Report
In 2001, F identified AFS as an "attractive business opportunity." F and P engaged B to assist in structuring the purchase of AFS's assets. B presented...
December 11, 2018 - Volume 12 Issue 237Print Report
S is a closely-held corporation that has a single class of stock outstanding. S has directly engaged in a variety of businesses, and before 1996, Business C and Busin...
Plaintiff, ("P"), is a financial services company headquartered in Mt. Laurel, New Jersey. It is a wholly-owned subsidiary of Canon U.S.A., Inc., ("CUSA"),...
Altria Group, Inc., ("AGI"), announced recently that it has entered into an agreement to acquire newly-issued shares in Cronos Group, Inc., ("CGI"), &...
TPs own an interest in several LLCsand 'S' corporations, (the "Pass-Through Entities"), that transact business in Texas, Arkansas, and Louisiana. TPs pa...
December 7, 2018 - Volume 12 Issue 235Print Report
Corporation, (C), owns approximately "X%" of the common limited partnership units of PS and also owns preferred units of PS. C elected to be taxed as a REIT...
In 2014, Charles and Anita Waters, ("W"), applied for, and eventually received, a property tax refund which was predicatedentirely upon the "household inco...
December 6, 2018 - Volume 12 Issue 234Print Report
Petitioner, (P), was incorporated in California on April 2, 1986. The California Franchise Tax Board suspended the powers, rights, and privileges of P on March 1, 200...
It appears that Tribune Media Company, ("TMC"), has now found a home. On November 30, 2018, TMCentered into an Agreement and Plan of Merger in connection with w...
December 5, 2018 - Volume 12 Issue 233Print Report
M corporation, (M), was actively engaged in conducting a wholesale appliance distributorship and an outlet for the retail sale of appliances for more than 30 years.
TP has elected to be taxed as a real estate investment trust, ("REIT"), under Secs. 856 through 859.TP's activities primarily occur through Operating Partne...
MK worked for Entergyin New York, and he received stock options as part of his compensation. The Ks were relocated to Mississippi, ("M"), in May 2007. The Ks ti...
GlaxoSmithKline, plc, ("GSK"), and TESARO, Inc., ("T"), have entered into a definitive agreement pursuant to which GSK(through a lower-tier subsidiary...
December 4, 2018 - Volume 12 Issue 232Print Report
S was married to JP, and they had three minor children, M, W, and L. They divorced in 2003. The family court's "Judgment of Absolute Divorce" provided t...
Under federal law, marijuana, ("M"), is a "Schedule I controlled substance." This means that, under federal law, the manufacture, distribution, dispensation...
Capital Product Partners, L.P., (CPLP), and DSS Holdings L.P., ("DSS"), a privately held company...have entered into a definitive transaction agreement pursuant to wh...
December 3, 2018 - Volume 12 Issue 231Print Report
X corporation, (X), has outstanding one class of stock consisting of 100 shares of votingcommon stock. Mr. A owned 30 shares and held positions as president and...
As previously reported, Pan American Silver Corporation, ("P"), and Tahoe Resources, Inc., ("T"), both Canadian corporations, have entered into a definitive...
November 30, 2018 - Volume 12 Issue 230Print Report
A domestic corporation, P, owns all of the outstanding voting stock of foreign corporation, S1, which, in turn, owns 50 percent of the outstanding voting stock of for...
Petitioner is a power producer that owns and operates power plants. Petitioner is the sole owner and sole member of OHP, LLC, the entity that owns and operates "the Plant....
November 29, 2018 - Volume 12 Issue 229Print Report
CT is a testamentary trust established in 1986 under the Last Will and Testament of MKC. F has been the trustee of CT since 1984. The Carter Ranch ("ranch")...
One of the signature elements of the Tax Cuts and Jobs Act was the replacement of relatively mild "earnings stripping" rules with a provision that would be much more...
November 28, 2018 - Volume 12 Issue 228Print Report
MK is an investment banker and an 87 percent shareholder of ST. KP is a partnership. MK is the sole general partner with a one percent interest. The remaining interes...
United Technologies Corporation, ("UTX"), announced the completion of the acquisition of Rockwell Collins, Inc., (COL), and, perhapsmore importantly, the compan...
In 2006, the appellant and a partner, ("P2"), utilized a lower-tier, disregarded entity, ("S"), to purchase a building located in Quincy, Massachusetts. S w...
It appears that the last regulatory hurdle has now been cleared and the United Technologies/Rockwell Collins transaction will be consummated within the next few business days....
Railroads and their employees are not part of the Social Security system and do not participate in the FICA taxes that fund Social Security. Instead, Congress has established a...
November 26, 2018 - Volume 12 Issue 226Print Report
Appellants, in 1971, were all shareholders in LC. Appellants B and C were also shareholders in W, each owning 44.44 percent of the stock of that corporation.
<...
Petitioner was a member of RLLC, an insurance company that did business in New York. In 1999, he assigned his interest in RLLC to his wife, M. This assignment resulted in litig...
Major league baseball "has experienced challenges in getting fans to attend games." One enticement is the opportunity to receive unique merchandise--such as bobblehea...
November 23, 2018 - Volume 12 Issue 225Print Report
On Date D, ACQ contributed ACQ stock to S1. T1 and T2 were domestic corporations owned by P. T1 and T2 each transferred substantially all of their assets and liabilit...
The taxpayer, ("TP"), is a specialty financial services company focused on originating, purchasing, selling, and servicing U.S.residential mortgage loans. TP ac...
November 21, 2018 - Volume 12 Issue 224Print Report
R and S are eachregulated investment companies (RICs). During 1973, R entered into an investment advisory contract agreement with X, an investment adviser, unde...
November 20, 2018 - The Deal Survey: November 2018Print Report
Welcome to our summary of deals for November 2018. Full reports on some of these transactions can be found via the link in the description, or by searching the company...
November 20, 2018 - Volume 12 Issue 223Print Report
TP is a State 1 corporation. TP owns certain improved real property (the "B Property"). The B Property contains certain depreciable real property that is &q...
The issue is whether kerosene used in a flight subject to tax under Sec. 4261 or Sec. 4271, ("air transportation taxes"), is taxed at the commercial or noncommercial...
Appellant conducted a natural gas distribution operation in Massachusetts and was subject to the Massachusetts corporate excise. Two of the affiliates included in the appellant...
Colfax Corporation, ("CFX"), announced that it has entered into a definitive agreement to acquire DJO Global, Inc., ("DJO"), "from private equity funds...
A U.S. shareholder of a controlled foreign corporation, ("CFC"), is required to include in its gross income "the amount determined under Sec. 956" with resp...
One of the more interesting deals we have encountered will involve two Canadian mining corporations who are seeking to join forces. Thus, Pan American Silver Corporation, (&quo...
November 19, 2018 - Volume 12 Issue 222Print Report
X Corporation, (X), acquired all of the outstanding stock of unrelatedY Corporation, (Y), from the shareholders of Y, in exchange for voting stock of X. X was i...
November 16, 2018 - Volume 12 Issue 221Print Report
TP is employed by X Corporation, (X). In 1992, X adopted a stock ownership incentive plan (the "Plan"). Under the Plan, the compensation committee of the Bo...
Certain recent deals, including the landmark Disney/Fox transaction and the Takeda/Shire transaction, have been structured as acquisitions by the acquiring corporation of the s...
Some of the most prominent and successful investors in the country have exerted pressure on Dell Technologies, Inc., ("DTI") to sweeten the terms of its so-called &qu...
It is now, based on our informal survey, generally believed that Altaba, Inc., ("AABA"), is headed towards a complete liquidation; and that the possibility of engagin...
Baker Hughes, a GE company, ("BHGE") announced that General Electric Company, ("GE"), BHGE's principal shareholder, has commenced a secondary offering o...
November 14, 2018 - Volume 12 Issue 219Print Report
Under certain circumstances, Virginia Code Sec. 58.1-322(C)(4)(b) provides an individual income tax subtraction for up to $20,000 of "disability income" as...
The question presented is "can sales factor representation" be given to accumulated post-1986 deferred foreign income of foreign corporations included in federal taxa...
The Kentucky Department of Revenue has issued a "technical advice memorandum" regarding the deductibility of "state" taxes. For the most part, with some not...
November 13, 2018 - Volume 12 Issue 218Print Report
G is an individual who for many yearshad been engaged in the typesetting and composition business. In April, 1950, several ofG's employees organized C...
The taxpayer, ("TP"), will elect to be taxed as a real estate investment trust, ("REIT"). TP is the sole member of Subsidiary, a disregarded entity. Charity...
Citrix Systems, Inc., ("C"), is a publicly traded Delaware corporation that did business in Massachusetts, ("M"), during the periods at issue. The tax at is...
Takeda has published the "scheme document" in connection with its acquisition of Shire. The acquisition is to be implemented by way of a Court-sanctioned "scheme...
Interest accrues at a higher rate on corporate taxpayers' underpayments than on their overpayments. In 1996, Congress enacted Sec. 6621(d)--"To the extent that, for an...
November 12, 2018 - Volume 12 Issue 217Print Report
B owned 37.5 of 50 outstanding shares of stock in A. Sometime during 1966, B representatives and the other A shareholder reached an agreement by which B would surrend...
Western Gas Partners, L.P., ("WES"), and Western Gas Equity Partners, L.P., ("WGP"), announced that they have entered into a merger agreement pursuant to wh...
The taxpayer provided administrative services to insurersof extended service contracts. The taxpayer was a limited liability company, ("LLC"), and a "disre...
November 9, 2018 - Volume 12 Issue 216Print Report
A was in the business of providing financial advisory services, including a newsletter, to its clients. A frequently invested for its own account in various securitie...
ZayoGroup Holdings, Inc., ("ZAYO"), announced that it plans "to separate into two publicly traded corporations: one to focus on providing core communicatio...
JF, together with her husband, bought a music venue called Bell Cove, ("BC"), in 1986. They operated BC until JF's husband died in 1999. JF re-opened BC in 2008....
November 8, 2018 - Volume 12 Issue 215Print Report
AZ was a surgeon and was the sole owner of GG. Aside from AZ, GG employed five other people. In late 1998, AZ acquired 100 percent of the stock of PSS, a new 'S' corpor...
Petitioner, ("P"), earned his law degree from CU, in Spain, in September 2006. That same month he began working as a full-time associate at the Madrid office of PwC....
November 6, 2018 - Volume 12 Issue 213Print Report
Petitioner, an investment company, computed its New York State franchise tax report for the fiscal year ending February 28, 1981 on the basis of its allocated busines...
Taxpayer, ("TP"), runs three exercise gyms in downtown Seattle, Washington. TP reports all of its income from its "Fitness Classes" under the "service...
Encana Corporation, ("ECA"), a Canadian corporation, and NewfieldExploration Company, ("NFX"), announced that they have entered into a definitive agre...
November 5, 2018 - Volume 12 Issue 212Print Report
Trust A and Trust B are complex trusts that were each created on Date 1. Each owned an interest in X, an 'S' corporation. A owns the remaining interests in X....
GameStop Corporation, ("GS"), is a retailer of new and used video game software, hardware, and accessories.... GS offers its customers a trade-in program in which a c...
November 2, 2018 - Volume 12 Issue 211Print Report
TP is a U.S. corporation and a subsidiary of P. On Date 2, TP entered into a franchise agreement with PR, the predecessor in interest to F, whereby PR acquired exclus...
Since 1932, the United States has imposed an excise tax on various types of fuel, including gasoline. Under Sec. 4081 of the Code, the United States imposes an excise tax on th...
BHP Billiton Limited, ("BHP"), recently disposed of its "Onshore US assets" in a transaction in which it realized net proceeds of approximately $10.4 billio...
Before the Revenue Act of 1962, "U.S. shareholders" of controlled foreign corporations, ("CFCs"), were sitting pretty. They were not subject to U.S. tax on...
November 1, 2018 - Volume 12 Issue 210Print Report
ER is an electing "small business corporation" under Subchapter S of the Internal Revenue Code. TP owns 2/3 of the stock of ERfor which he paid $20,00...
Sec. 7202 of the Pennsylvania Tax Reform Code of 1971, (the "Code"), provides--(a) There is hereby imposed upon each separate sale at retail of tangible personal prop...
A group of plaintiffs, "who have gambling disorders," brought an action in New York State's Supreme Court requesting that Chapter 237 of the Laws of 2016 of the S...
October 31, 2018 - Volume 12 Issue 209Print Report
After selling certain property in 2003, the Ss purchased additional properties, including the MRP. The Ss claimedthat the transactions were part of a tax deferred exchang...
Petitioners, the Ms, were the sole shareholders of MI, an 'S' corporation. JM was also an employee of MI. In 2002, MI adopted the "Sterling Benefit Plan." Pur...
International Business Machines Corporation, ("IBM"), and Red Hat, Inc., ("RHI"), have, as everyone is now aware, entered into a definitive agreement pursua...
In 2010, NBSC merged with CBT and was renamed SB, ("P"). CBT reported net operating losses ("NOLs") for 2009; NBSCreported NOLs for 2009 and 2010; and...
October 30, 2018 - Volume 12 Issue 208Print Report
P is the common parent of a consolidated group that conducts a number of businesses, including Business A. S1 is a domestic corporation, 99 percent of the stock of wh...
Petitioner, ("P"), and his wife are domiciled in Washington D.C. P is an executive with a New York-based investment management firm that maintains offices on Long Isl...
RTSwas engaged in the business of renting traffic control equipment for use at construction sites and other locations. At times, RTSalso provided traffic control pe...
October 29, 2018 - Volume 12 Issue 207Print Report
M Corporation, (M), owned seven percent of the outstanding commonstock of Y Corporation, (Y). All of M's preferred stock, which was non-convertible (into co...
Another deal in the healthcare space is using "contingent value rights," ("CVRs"), to provide the selling shareholderswith additional consideration, b...
Invesco, Ltd., ("IVZ"), has announced an agreement to acquire, from Massachusetts Mutual Life Insurance Company, ("MMLIC"), Oppenheimer Acquisition Corporat...
October 26, 2018 - Volume 12 Issue 206Print Report
PRS is a general partnership in which A, B, and C were equal partners. During 1993, PRS became insolvent, and C abandoned C's partnership interest. At the time C...
October 25, 2018 - Volume 12 Issue 205Print Report
Petitioner, (P), was organized by UT in 1928 to be used as a "security device" in connection with certain Florida realty owned by him. UT conveyed the prope...
October 24, 2018 - The Deal Survey: October 2018Print Report
Welcome to our summary of deals for October 2018. Full reports on some of these transactions can be found via the link in the description, or by searching the company n...
October 24, 2018 - Volume 12 Issue 204Print Report
Petitioner X, (PX), is a corporation with its headquarters and principal place of business in Y. PX sells women's apparel, accessories, and footwear to customers...
The demise of MLPs, brought on by the reduction in the corporate tax rateand certain regulatory actions, continues apace. The latest MLP to be "rolled-up" into...
Appellant purchased real property in 2002 for $505,000 and recorded the deed in the name of...his sole proprietorship. Ten years later, in order to refinance a mortgage on the...
October 23, 2018 - Volume 12 Issue 203Print Report
On January 2, 1978, A transferred to B, his son, an option to purchase real property located in State X and owned by A. B paid A $10 upon receipt of the option....
The Suffolk County (N.Y.) Legislature recentlyenacted Local Law No. 27-2016.... This Local Law took effect on January 1, 2018. The Local Law was passed to "encourage...
Sec. 11041 of the Tax Cuts and Jobs Act, ("TCJA"), added Sec. 151(d)(5) to the Internal Revenue Code. Sec. 151(d)(5) reduces the amount of the personal exemption dedu...
An organization files a Return of Organization Exempt From Income Taxation, (Form 990), for each of the taxable years Year 1, Year 2, and Year 3 as an organization described in...
DowDuPont, (DWDP), is making progress on its promise to separate itself into three publicly traded corporations, each conducting a separate and distinctelement of DWDP...
AventisPharmaceutic, Inc., a Delaware corporation, transferred all of its business activities and employees to Sanofi-AventisUS LLC, ("Sanofi), a Delaware limi...
One of the more intriguing provisions of the Tax Cuts and Jobs Act, ("TCJA"), is the one that permits certain taxpayers to avoid reporting gains from the sale or exch...
October 22, 2018 - Volume 12 Issue 202Print Report
Between 1999 and 2001, CL incurred a debt to CP of approximately $240,000 for services rendered by CP to CL. On February 7, 2001, A entered into an agreement with CL...
Taxpayer is a corporation and is an owner/member of a limited liability company, ("LLC"). The LLC has installed battery storage cells for storage of electricity. Taxp...
L is a private country club in Ohio operating as a Sec. 501(c)(7) tax-exempt organization. L derives income from several sources: membership dues and membe...
Harris Corporation, (HRS), and L3 Technologies, Inc., (LLL), have agreed to combine in an "all-stock merger of equals." After the merger is completed, the combined co...
Mr. L retained S to represent him in his divorce proceeding.... The state court order dissolving the marriage...awarded Mr. L 1/2 of the value in his ex-wife's Wells Fargo...
October 17, 2018 - Volume 12 Issue 199Print Report
A proprietorship, (P), manufactures and distributes the "B" brand of Products. P uses the LIFO inventory method and complies with the uniform capitalization...
Sears Holdings Corporation, ("SHLD"), as everyone is by now aware, has filed for bankruptcy protection. It does not appear that SHLDis headed for liquidation. I...
The taxpayer, ("TP"), is a California-based company that operates an online platform through which third-party software developers, ("Developers"), make the...
October 16, 2018 - Volume 12 Issue 198Print Report
V was thepresident and majority shareholderof E, a Pennsylvania corporation. His compensation from E for its fiscal year ended October 31, 1960,cons...
Dell Technologies, Inc., ("D"), has two groups of common stock, the DHI Group Common Stock; and the Class V Common Stock. The Class V Common Stock is intended to &quo...
In 2000, Reverend Wayne R. Felton, ("RF"), and his wife established the Holy Christian Church in West St. Paul, Minnesota. The church relies on contribution envelopes...
October 15, 2018 - Volume 12 Issue 197Print Report
Petitioner, (P), is anonresident of New York. In 2002, Washington Mutual Bank, (WMB), acquired Dime Savings Bank of New York, (D). D was a New York corporation...
LLC is treated as a partnership for federal tax purposes. The members of LLC are selling their membership interests to PUR. The sale will bestructured as a merger of a wh...
During the years at issue, Husband, ("H"), was an engineer who worked full time for LKC. Wife, ("W"), held herself out as the property manager of petitioner...
October 11, 2018 - Volume 12 Issue 195Print Report
TP contends that she was not a "resident" of Virginia during the 2008 taxable year and should not be subject to Virginia's income tax. The Virginia Depa...
On May 15, 2014, petitioner, a resident of New York State, entered into an agreement for the lease of an automobile with BMW Financial Services. The lease was a "36-month...
October 10, 2018 - Volume 12 Issue 194Print Report
C is a publicly traded partnership (PTP or MLP). C engages in terminaling and storage services for petroleum products and by-products and natural gas services....
Debtor was owed a federal tax refund as well as a State of Illinois tax refund. A portion of the federal tax refund was generated by a Child Tax Credit, ("CTC"), clai...
Ensco plc, ("ESV"), and Rowan Companies plc, ("RDC"), jointly announced, on October 8th, that "the companies have entered into a definitive transaction...
On April 11, 2011, the taxpayer filed an appeal with the City of Nashua, New Hampshire, (the City), for an "elderly exemption" for tax year 2011. The applic...
Not surprisingly, The Madison Square Garden Company, ("MSG"), has decided to actually pursue the spin-off transaction that the company had been studying over the past...
Appellant, ("A"), was a large furniture retailer based in New England. During the periods at issue, the Massachusetts Legislature passed legislation mandating that ve...
The question is whether an affiliated group, within the meaning of Sec. 1504(a) of the Internal Revenue Code, exists under the following circumstances. The answer is...
Petitioners are a widow and her deceased husband's estate. For simplicity, the court refers to O and L as petitioners. O and L filed a joint income tax return for 2014 and...
X Corporation, (X), has 120 shares of common stock outstanding, all of which are owned by Mr. A, X's President. Mr. A's son, B, has been employed by X for man...
X Corporation, (X), was incorporated on Date 1. Subsequent to the organization of X, M, N, O, and P were organized with majority ownership held by X. For the fiscal y...
UDITPA, ("U"), provides that if the taxpayer is part of a unitary business, it is required to allocate and apportion its income (among the various states in which it...
In 1986, RV and TJ formed OSI, Inc., (OSI). In 1995, RV formed several limited liability companies (LLCs). The LLCs elected to be treated as partnerships for tax purp...
The I.R.S. filed a proof of claim in thisChapter 13 case asserting that a portion of its claim is entitled to priority because it is for an "excise tax." Accord...
P and R were married from March 12, 1975 through December 7, 2004. On December 7, 2004, a judgment of dissolution (JOD) was entered in the Superior Court of Californi...
The "Sponsor" established and maintained "the Plan" for certain of its employees. The Plan is a single-employer, tax-qualified, defined benefit pension plan...
The principal issue in this case is the extent to which (Connecticut) General Statutes Sec. 12-256(b)(2) imposes a tax on gross earnings from a satellite television operator...
GTE Communications Systems Corporation, ("GTE"), is a "procurement" company. GTE purchased telephone cables, conduit, and telephone poles from third party v...
REIT X (RX) holds a partnership interest in P1. P1's taxable year is the calendar year. RX's share of partnership items that RX would have taken into account...
The Treasury Department and the I.R.S. intend to issue proposed regulations that will "address the applicability of Sec. 451(b) of the Code" to "market discount....
Petitioner, ("P"), is the purchaser of printed materials, known as the "yellow pages" telephone directories, that are printed outside of New York State. The...
September 28, 2018 - Volume 12 Issue 186Print Report
The taxpayer, (TP), is a California corporation that makes and distributes a line of products that it describes and labels as "dietary supplements". The pro...
A variable prepaid forward contract, ("VPFC"), is an agreement between a "short" party (usually the holder ofa highly appreciated stock position) and...
21st Century Fox, ("21CF"), announced, on September 26, 2018,that "it intends to either accept the recommended revised cash offer by Comcast Corporation, (...
September 27, 2018 - Volume 12 Issue 185Print Report
T is a real estate investment trust, (REIT). T derives interest income primarily from making construction and development loans that are secured by mortgages on real...
September 26, 2018 - Volume 12 Issue 184Print Report
Petitioners, ("Ps"), owned HUS, an 'S' corporation. From January 1995 until November 18, 2008, HUS was treated as owning all the stock of MHK. MHK was incorpo...
For a spin-off to qualify for tax-free treatment under Sec. 355 of the Internal Revenue Code, numerous requirements must be satisfied. Perhaps the one requirement that is most...
The boards of directors of BarrickGold Corporation, ("B"), a Canadian corporation, and Randgold Resources, Ltd., ("R"), a Jersey corporation, announce...
September 25, 2018 - Volume 12 Issue 183Print Report
TP is a limited liability company formed to develop, own, and operate a private laboratory located in Colorado. In 2008, TP sold its assets. TP transferred all rights...
Mr. Jeff Potter, ("P"), began working with Green Country, ("GC"), in the early 1990s. In 1995, P entered into a written independent sales representative com...
Medtronic plc, ("MDT"), indirectly owns approximately 15 percent of the stock of Mazor Robotics Ltd., ("MZOR"), an Israeli company. The companies have now d...
A publicly traded U.K. corporation owned all of the stock of a domestic corporation. It disposed of its ownership interest therein through a public stock offering and a second...
September 24, 2018 - Volume 12 Issue 182Print Report
TP entered into an agreement on March 15, 1982 with X to form a limited partnership to develop and manage the Y building. For TP's promise to contribute the Y bui...
During 2014 and 2015, petitioner, ("P"), worked for the U.S. Department of State in Germany. He was hired in November 2013 as a "local hire civilian employee&quo...
September 21, 2018 - Volume 12 Issue 181Print Report
X is a State A corporation that has made an 'S' corporation election. X actively conducts a venture capital, management and consulting business and is directl...
September 20, 2018 - The Deal Survey: September 2018Print Report
Welcome to our summary of deals for September 2018. Full reports on some of these transactions can be found via the link in the description, or by searching the company...
Sec. 40-16-4, Ala. Code 1975, imposes a 6.5 percent tax, known as the "FIET," on the net income of every financial institution engaged in...business within this state...
September 20, 2018 - Volume 12 Issue 180Print Report
Between April 1, 2001 and December 31, 2009, Lowe's, ("L"), sold merchandise at its retail stores. Many customers paid for products using private label credit car...
Univar Inc., ("UNVR"), and Nexeo Solutions, Inc., ("NXEO"), announced that they have entered into a definitive agreement for UNVR to acquire NXEO's stoc...
In 1980, J began working for the State of New York, ("S"), and was enrolled at that time as a "tier 3" participant in the New York State and Local Retiremen...
Government Properties Income Trust, ("GOV"), a REIT, and Select Income REIT, ("SIR"), announced that they have entered into a definitive agreement to merge...
The taxpayer, (TP), is a pension trust fund that invests in United States real estate. TP holds some of its real estate through real estate investment trusts, ("REITs"...
Xpedite Systems, Inc., ("X"), is a Delaware-incorporated entity that is headquartered in New Jersey. Its stock is publicly traded. X delivers business advertisements/...
September 17, 2018 - Volume 12 Issue 178Print Report
On January 1, Year 1, P issued indebtedness that provides for monthly interest payments of $80,000 payable at the end of each month, and a principal payment of $10,00...
To qualify as a real estate investment trust, "(REIT"), a domestic corporation must, among other things, annually satisfy the "gross income requirements" of...
September 14, 2018 - Volume 12 Issue 177Print Report
X and Y each made distributions of $15,000 to their respective shareholders on July 1, 1971, and made no other distributions during the taxable year....
The Hershey Company and B&G Foods, Inc. announced that they have entered into a definitive agreement "for Hershey to acquire Pirate Brands" (from B&G), includ...
September 13, 2018 - Volume 12 Issue 176Print Report
Harley-Davidson and its subsidiaries, ("HD"), form a multistate enterprise with numerous functionally integrated subsidiary corporations. HD contends that defendant&#...
In 2015, petitioner, ("P"), was enrolled in a health insurance plan offered through an "insurance exchange" created under the Patient Protection and Afforda...
September 12, 2018 - Volume 12 Issue 175Print Report
From 2001 until June, 2006, Petitioner, (P), was thepresident of I. During the same period, P was also the president of N, a corporation whichI acquired i...
Foreign Parent owns all of the stock of FSub. FSub owns all of the stock of Distributing 2, a foreign corporation. Distributing 2 owns "a%" of the stock of Distributi...
Online travel companies, ("OTCs"), operate websites that advertise travel services and allow customers to reserve and pay for hotel rooms. The OTCs do not operate any...
Science Applications International Corporation, ("SAIC"), and Engility Holdings, Inc., ("EGL"), have entered into a definitive agreement in connection with...
September 7, 2018 - Volume 12 Issue 173Print Report
TP is a REIT. TP owns the stock of various qualified REIT subsidiaries (QRSs) and taxable REIT subsidiaries (TRSs). TP, directly or indirectly, owns interests in comm...
During 2010 and 2011, Sirius XM Radio, Inc., ("SXM"), produced music, sports, news, talk, and entertainment programming, and delivered the programming to subscr...
Loblaw Companies Ltd., ("L"), announced a transaction that, in our experience, is unprecedented and, for that reason, the tax consequences flowing from it, at least f...
Thomson Reuters Corporation, ("TRI"), is offering to purchase a substantial proportion of its common shares, theaggregate purchase price forwhich is expec...
September 6, 2018 - Volume 12 Issue 172Print Report
A taxpayer may deduct 100 percent of the expense for foodor beverages required by any Federal law to be provided to crew members of a commercial vessel.
The taxpayers are residents of New Jersey. Both own shares in a family business, DWCI, located in Philadelphia, Pennsylvania. The business is incorporated under the laws of the...
Respondent issued to petitioners a notice of deficiency determining deficiencies in their 2006, 2007, and 2008 income tax. Petitioners contend that assessment of the deficienci...
September 5, 2018 - Volume 12 Issue 171Print Report
WSP is single-member limited liability company, organized under the laws of Delaware and having its headquarters in Florida. WSP is a wholly owned subsidiary of Walgreen Compan...
During 2011, Sec. 41 of the Internal Revenue Code provided: The research credit shall be an amount equal to the sum of--(1) 20 percent of the excess of--(A) the qualified resea...
Whitbread PLC, ("W"), has agreed to the sale of the capital stock of its wholly-owned subsidiary, Costa Ltd., ("CL"), to the Coca-Cola Company, ("KO&qu...
D is a publicly traded corporation and the parent of a group of affiliated corporations that file a consolidated Federal income tax return. D has a single class of voting commo...
The taxpayer, ("TP"), is engaged in offshore oil and gas drilling and development activities within the United States. Through wholly-owned subsidiaries, TP owns a wo...
September 4, 2018 - Volume 12 Issue 170Print Report
Company, (C or TP), is in the business of producing X and Y. C and its subsidiaries filed for bankruptcy on Date 1, Year 3. A plan of reorganization was consummated o...
TP is a REIT. TP's primary business activities are real estate lending, net leasing, and real estate investing. TP owns 100 percent of the outstanding equity of s...
Sec. 151(a) of the Internal Revenue Code allows a taxpayer to claim deductions for exemptions for the taxpayer and his or her spouse and for any dep...
Petitioner, ("P"), PDG, and other real estate professionals formed multiple partnerships, ("SPEs"), to acquire and develop real property. P was a minority p...
T is a REIT. T owns "x%" of Partnership, (PS), and is its managing general partner. PS owns and operates Class A office buildings in City A and inothe...
On August 27, 2018, the S.E.C. announced that Legg Mason, Inc., ("LM"), will pay $34,502,494 to the S.E.C. (for transfer by the S.E.C. to the general fund of the Unit...
T is a semi-truck dealership, whose principal offices are located in Cedar Rapids, Iowa. T sells trucks that are equipped with diesel particulate filters, ("filters")...
The issue is whether a cash distribution of $7,500 made by a corporation during its calendar year 1957 to its only shareholder, LM, constitutes a dividend to him, whe...
TP is a partnership for federal income tax purposes. LLC 1 and LLC 2 are each a single member limited liability company, wholly owned by TP, that is disregarded for federal inc...
Petitioner is a Delaware corporation engaged in transforming raw agricultural products into intermediate products such as corn syrup, crude vegetable oil, margarine, shortening...
Distributing, ("D"), is a publicly-traded State A corporation that is the common parent of an affiliated group filing a consolidated income tax return. The capital st...
M will be formed as a general partnership. M will have three general partners, O, a corporation, P, a general partnership consisting of three individuals, and Q, anot...
Sec. 170(a)(1) of the Internal Revenue Code generally allows an itemized deduction for any charitable contribution paid within the taxable year. Sec. 170(c)...
The so-called "Sec. 90" tax is a privilege tax, and it is imposed on vehicle dealers "for the privilege of engaging in the business of selling taxable motor vehi...
Plaintiff (the "Clinic")is a personal service corporation that provides medical treatment in a variety of specialties at locations in southwest Washin...
In February 2014, petitioner leased a 2014 Cadillac CTS automobile from a New York automobile dealership for a term of 39 months. At the time of the first payment due under the...
Oregon's income-apportionment formula for interstate broadcasters has been based exclusively on the "sales factor." The sales factor is the fraction representing...
August 22, 2018 - The Deal Survey: August 2018Print Report
Welcome to our summary of deals for August 2018. Full reports on these transactions can be found via the link in the description, or by searching the company name in ou...
X is the parent of a consolidated group of corporations. X owns "a%" of both Y and Z. X and its subsidiaries derive most of their combined receipts from the...
Distributing, ("D"), is the common parent of an affiliated group that files a consolidated income tax return. D is engaged in Business A, Business B, Business C, and...
The Federal Home Loan Mortgage Corporation, ("FM"), acquires mortgages and participation interests in residential mortgage loans, ("Ms"), that were originat...
Company A has elected to be taxed as an 'S' corporation. ESOP A is a qualified plan under Sec. 401(a) of the Code. ESOP A holds stock in Company A. ESOP A requires a pa...
X is a State law corporation. X intends to form a State law partnership, Y, the interests in which may be sold in an initial public offering or, perhaps, conveyed to an existin...
On August 14, 2018, Cabot Microelectronics Corporation, ("CMC"), entered into an Agreement and Plan of Merger with KMG Chemicals Corporation, ("KMG"), provi...
The taxpayer, ("TP"), is a professional golfer who resides in Texas. TP regularly participates in golf tournaments, such as the PGA tour, and similar events, in...
Medtronic, Inc., (M), is a medical device company that produces and markets class III devices, ("devices"), as well as other medical therapy devices, ("leads&quo...
In 2011, TM elected to claim a deduction for foreign taxes (instead of claiming a credit) on its amended 2002 tax return, triggering a "daisy-chain of cascading adjustment...
Monsanto has been ordered by a jury in San Francisco's Superior Court to pay $289 million in damages to an individual who contracted cancer as a result, the jury found, of...
X, a publicly held corporation, has outstanding a single class of common stock. Y, also a publicly held corporation, has outstanding one class of common stock and one...
The taxpayer, ("TP"), is a commercial bank in Pennsylvania. It purchased the disputed items, i.e., computer hardware, canned software, and certain related services, f...
On June 21, 2018, the United StatesSupreme Court handed down a decision entitled South Dakota v. Wayfair, Inc., et al. , 585 U.S._ (2018), in which the Court...
Capital One Auto Finance, Inc., ("TP"), filed consolidated Oregon corporate excise tax returns as part of a group that included two corporate affiliates. The issue is...
X is a publicly traded partnership (PTP or MLP). X is an "electing 1987 partnership" under Sec. 7704(g). X is engaged in the business of acquiring, owning,...
In 1998, the Staples family of businesses underwent an internal reorganization, which culminated in the creation of four entities: SI, SS, SE, and SCC. SS and SCC were wholly-o...
PerrigoCompany, plc, (PRGO), came into existence in late 2013 in connection with the business combination of PerrigoCompany and Elan Corporationplc. That tran...
The Bs, husband and wife, held a partial ownership stake in an 'S' corporation called WR. Taxpayers, can deduct 'S' corporation losses when they have...
During 2006, petitioner, ("P"), a domestic corporation, was the sole shareholder of IH, a domestic corporation. IH was the sole shareholder of PAR, a domestic corpora...
Altaba, Inc., ("AABA"), offered to purchase up to 195 million shares of its common stock (approximately 24 percent of its outstanding common stock) at a price equal t...
H was formerly employed by Lockheed Martin, ("LM"), an aerospace and technology company. H had deferred compensation in the Lockheed Martin Deferred Management Incent...
From 2005 to 2011, Congress provided a tax incentive to gasoline producers that allowed a credit against the fuel excise tax imposed on the sale or removal of gasoline for each...
YA Global Investments, LP, ("YAG"), is a partnership for U.S. Federal income tax purposes. YA reports that it is an "investor" and is not engaged in an acti...
This appeal relates to four trusts. Each of the trusts was created on June 25, 2009, by RM, then a Minnesota domiciliary, and each trust was formed with shares of nonvoting com...
The Treasury Department and the Internal Revenue Service haveissued proposed regulations under Sec. 199Aof the Code, concerning the deduction, introduced in last ye...
Beginning in 1947, Lockwood, Inc., (L), a manufacturer and distributor of farm machinery which had historically confined its business activities to the western part o...
X is a limited liability company formed under the laws of State that is treated as a partnership for federal incometax purposes. The onlypartners of X are...
M, a real estate investment trust, (REIT), engages in lending activities, including the making of "hypothecation" loans to developers of commercial real est...
The boards of directors of each of Amcor Ltd., ("AMC"), and Bemis Company, Inc., ("BMS"), have unanimously approved a definitive agreement "under which...
In 2011, petitioner, ("P"), received a lump-sum distribution of $133,349 from a Sec. 457 deferred compensation plan, (the "457 plan") administered by F for...
Mr. D made "early" withdrawals from a qualified retirement plan in each of 2012 and 2013. Pursuant to Sec. 72(t) of the Internal Revenue Code, Mr. D and his wife incu...
Energy Transfer Partners, L.P., ("ETP"), and Energy Transfer Equity, L.P., ("ETE"), recently announced their execution of a definitive merger agreement purs...
TP is a bankruptcy estate. TP was created in response to an unfavorable judgment against Insured, who fatally injured a party with an automobile. Insured was covered by an auto...
R is engaged in the retail distribution of electrical energy only in New Jersey. During the year in issue, R was subject to both the Corporation Business Tax, ("CBT")...
Sec. 6402(a) of the Internal Revenue Code authorizes the Internal Revenue Service, (the "Service"), to apply "overpayments" as credits against outstanding t...
A tax, the so-called "beverage tax," applies to the supply, acquisition, delivery, or transport of beverages. It is generally collected when beverages are transferred...
QUALCOMM, Inc., ("QCOM"), is authorized to repurchase as much as $30 billion in value of its common stock. It is kicking off the process with a massive Dutch Auction...
Brookfield Asset Management, Inc., ("BAM"), and Forest City Realty Trust, Inc., ("FC"), announced, as the market was expecting, that they have entered into...
Corporation, ("C"), is a publicly traded corporation and is the sole general partner of Partnership, ("PS"). As of Date A, C owned an approximate combined &...
The Benjamins originally established domicile in Utah around 1995 after moving from California and purchasing a home in Sandy,Utah. At that time, Mr. Benjamin,...
AB is the sole shareholder of BR, and is the sole member of BM, a real estate management company, which is certified, in New York State, as a "qualified empire zone enterp...
X and Y were unrelated corporations that, for many years, were activelyengaged in the hardware business. X operated two significant lines of business, a retail...
Verizon Services Corporation, ("V"), is a procurement and service company located in California. V purchased various telephone cables, conduit, and poles from third p...
Under Sec. 1603 of the American Recovery and Reinvestment Act, ("ARRA"), of 2009, each person who placed in service specified energy property during a designated peri...
The taxpayer, ("TP"), engaged Investment Banker, ("IB"), to explore a possible sale of TP and to indemnify potential buyers. The engagement letter provided...
Taxpayer, ("TP"), is a self-described "alternative" educational concept designed for use by children between the ages of four and fourteen. TP's staff p...
Advice has been requested whether or not a loss sustained by a taxpayer upon the sale on July 24, 1953 of U.S. Treasury 2 1/4 percent registered bonds of June 15, 195...
On October 27, 2016, an affiliate of QUALCOMM, Inc., ("QI"), entered into a Purchase Agreement, as subsequently amended, with NXP Semiconductors N.V., ("NXP"...
Z and a group of investors, pursuant to a binding agreement between them, transferred property to a newly organized corporation, N, in exchange for all of N's sto...
In this case, the court said, "we consider the validity of Reg. Sec. 1.482-7A(d)(2)" under which related entities must share the cost of employee stock compensation i...
The taxpayer, ("TP"), manufactures specialty products for further processing by other manufacturers in the solar and electronics manufacturing industry. In 2015, TP r...
TP is a management investment company registered under the Investment Company Act of 1940 that elected to be taxed as a regulated investment company (RIC). TP acquire...
Tenneco, Inc., ("T"), has reached an agreement to acquire, from AEP, Inc., an affiliate of IEP, all of the membership interests in a limited liability company, Federa...
On June 1, 1973, the taxpayer purchased currency of foreign country M in a transaction which wasentered into for profit. On June 22, the taxpayer converted the...
The acquisition of Twenty-First Century Fox, Inc., ("F"), by The Walt Disney Co., ("D"), will take the form of a so-called "horizontal double dummy.&qu...
W failed to file or filed inaccurate Forms TD F 90.22-1 (FBAR) for each of 2008, 2009, and 2010. As a consequence, the IRS assessed numerous penalties...many of which were flat...
Petitioner, (P), was incorporated in 1935 as an incorporated association. The purpose of the association is to institute and maintain a method of exchanging and inter...
TP, a State A corporation, is an indirect wholly owned subsidiary of P. P and its related entities sell "Brand" products. TP formed HC1 on Date 1. HC1 formed HC2, whi...
In January 2016, K sent a letter to D seeking to collect a debt originally owed to a bank. The letter offered to settle the debt, but warned: "This settlement may have tax...
A and P were married until P's death in 2011. On November 25, 2009, P filed joint tax returns for 2001 through 2006 on behalf of himself and A. On August 24, 2010, P filed...
Petitioner, (P), was a wholesale distributor of animal health products, lawn and garden products, farm hardware, pet supplies, and products for farm stores and relate...
GGP, Inc., ("GGP"), and Brookfield Property Partners, L.P., ("BPY"), are nearing the finish line on their highly engineered transaction, which will culminat...
Y is engaged in the business of commercial printing and has been so engaged for the past five years. Its outstanding stock consists of shares of common stock of which...
TP intends to qualify and elect to be treated as a real estate investment trust, ("REIT"). TP's primary business is the acquisition, ownership, and leasing of ind...
A taxpayer owns a trailer park containing housetrailers of a permanent nature and also accommodates overnight parking of housetrailers for persons who are transient....
TP intends to qualify to be taxed as a real estate investment trust, ("REIT"). TP's primary business is the acquisition, ownership, and leasing of assisted living...
Wells Fargo & Company recently reported its earnings for the second quarter of 2018. One aspect of its report caught our eye. The company's Chief Financial Officer ackn...
The issue is whether severance payments paid by TP to certain salaried employees who voluntarily separated from the company pursuant to a Voluntary Separation Program...
In 1957, a corporation, which had been in "severe financial difficulties" for several years, exchanged newly-issued common stock for all of its first mortga...
During 2007 and 2008, AB was a nationally-chartered bank headquartered in Wisconsin, operating as a wholly-owned subsidiary of ABC, a bank holding company. AB had banking locat...
In 2002, the petitioner, (JH), an individual, and her husband filed a joint Federal income tax return with the I.R.S. All of the income on the return was attributable...
One of the more unusual deals we have encountered closed yesterday and, therefore, it seems appropriate to review its equally unusual tax consequences. In the transaction, a ne...
X Corporation, (XC), has been engaged in the manufacture of precision equipment for many years. In 1965, it was required to register its stock with the S.E.C. In conn...
Petitioner, (P), anot-for-profit corporation engaged in the performing arts, seeks review of a city's determination that its properties are not tax-exempt p...
Petitioner, ("P"), owned 49 percent of the shares of MR, and GM, P's brother, owned 51 percent thereof. MR is an 'S' corporation. P, GM, and MM, GM's...
Tax counsel for Twenty-First Century Fox, ("21CF"), and The Walt Disney Company, ("DIS"), were unable to render an opinion "that the distribution (of t...
Parent is the common parent of an affiliated group of corporations, (the "Group"). GMX is an equity-swap dealer. GMY is the Group's primary broker/dealer. GMX was...
TD Holdings II, Inc., ("P"), was a banking corporation formed under the laws of Delaware with its principal place of business in New York City. P was subject to the b...
During Year 1, TP accepted numerous grants from state and local governmental agencies to fund various railroad projects. A number of the grants were to make upgrades...
Recently, Boardwalk GP, LP, the General Partner of Boardwalk Pipeline Partners, LP, ("BWP"), and an indirect, wholly-owned subsidiary of Loews Corporation, ("L&q...
This appeal concerns the ownership of a federal tax refund. The refund was issued to UWBI, a thrift holding company. The refund was the result, however, of net operating losses...
Where a corporation purchases the stock of another corporation, the basis for the stock so acquired is the amount paid, i.e., a "cost" basis, but the acquired corpora...
American Express Company and American Express Travel Related Services Company, ("A"), provide credit card services to both merchants and cardholders. When a cardholde...
Convergys Corporation, ("CVG"), has announced an agreement with SYNNEX Corporation, ("SNX"), pursuant to which SNX will acquire CVG "in a cash and stoc...
The appellant, "D," was a Delaware corporation whose principal place of business was in Goleta, California. D was founded as a footwear company in 1973. During the 19...
Governor Murphy of New Jersey and the Senate President and Assembly Speaker announced an eleventh hour agreement on the State's Fiscal Year 2019 Budget that averts a govern...
The Special Committee of the Board of Directors of Dell Technologies, ("DTI"), "representing the holders of Dell's Class V Common Stock," i.e., Dell'...
X, an 'S' corporation, merges into Y, a C corporation, in a merger qualifying as a reorganization under Sec. 368(a)(1)(A). Prior to the merger, A, an individu...
The Antitrust Division of the U.S. Department of Justice, ("DOJ"), has cleared the pending acquisition by The Walt Disney Company, ("DIS") of Twenty-First C...
NextEra Energy, Inc., ("NE"), operates nuclear power plants. Nuclear reactors are powered by "fuel assemblies" that contain rods of enriched uranium. Over t...
All of the stock of X Corporation, (X), was owned by A, an individual. Y Corporation, (Y), a widely held corporation, acquired all of the stock of X in exchange for i...
The Madison Square Garden Company, ("MSG"), announced the other day that its board of directors has authorized management "to explore a possible spin-off that wo...
Where the acquirer in a business combination uses its stock as part of the merger consideration, the determination of whether such stock can be received on a tax-free basis dep...
On December 5, 2002, Mr. Pang, (P), was involved in an automobile accident inwhich hestruck a pedestrian with his vehicle. The pedestrian later died as a...
The taxpayer, ("TP"), entered into a revolving credit agreement (the "Agreement"), with a consortium of lenders for a term of five years. Under the Agreemen...
The revised S-4 Registration Statement for the historic business combination of Twenty-First Century Fox, Inc., ("FOX") and The Walt Disney Company, ("DIS")...
An affiliate of Greystar Real Estate Partners, GSHGIF LTP, L.P., ("G"), has entered into an agreement to acquire Education Realty Trust, Inc., ("ERT"), a co...
Petitioner, (P), has been an academic and court law librarian for 25 years. She is currently the Dakota County Law Library Manager. As the Law Library manager, P'...
Petitioner, ("P"), provides wholesale electricity through its wholly-owned limited liability companies, R and C. R and C are each disregarded entities. R operates a g...
The Securities and Exchange Commission, ("S.E.C."), has statutory authority to enforce the nation's securities laws. One way it can do so is by instituting an adm...
P is a State A nonprofit corporation that is exempt from Federal income taxation under Sec. 501(c)(3) of the Internal Revenue Code. P represents that it is a "pu...
South Dakota, ("SD"), has a sales tax. It taxes the retail sales of goods and services in the State. Sellers are required to collect and remit this tax to the Departm...
The transaction in which Twenty-First Century Fox, Inc., ("FOX"), will be absorbed by The Walt Disney Company, ("DIS"), will be preceded by a spin-off of Ne...
Mr. G, ("G"), purchased solar equipment situated on three "host" properties. Under the purchase agreement, G agreed to buy the solar equipment on host prope...
The Walt Disney Company's revised offer for Twenty-First Century Fox, Inc., ("Parent and the "Company," respectively), also includes a change in the structur...
Congress adopted the Railroad Retirement Tax Act, ("RRTA"), of 1937. That legislation federalized private railroad pension plans. Under the law's terms, private r...
On March 26, 2007, FJR, as buyer, entered into a Contract For Sale of Government Real Property for 34-44 Chestnut Hill Drive, Upper Brookville, New York with EG&G...
In this appeal we are, the court said, asked to determine whether the New Jersey Corporation Business Tax Act, N.J.S.A. 54:10A-1 to -40 permits a corporate taxpayer to reduce i...
TP, an individual, is engaged in the business of farming. TP owns a right to pump ground waterfrom Aquifer for irrigation purposes. TP's water rights are li...
As expected, the Walt Disney Company, ("DIS"), in response to the overture made by Comcast, has signed an amended acquisition agreement with Twenty-First Century Fox,...
BJP conducted fracking services in Russia through a Russian subsidiary, BJR. BJR agreed to provide pressure pumping services to TB in the Siberian oil fields. TB was a joint ve...
Petitioner manufactured and sold asphalt to customers who picked up the material at petitioner's facility. Generally, the asphalt is sold at a "posted price" and...
Company, (C), is a domestic corporation engaged in the business of holding and developing real estate. C has outstanding one class of common stock of which 50 percent...
Palisades Health Care IN, ("PA"), is an 'S' corporation organized under the laws of Colorado. Petitioners, ("Ps"), were the sole owners of PA. Color...
Plaintiffs purchased life insurance policies with "the Companies" all of which were mutual insurance companies. Mutual insurance companies issue no stock an...
In 1973, a domestic corporation issued, at face value of $1,000x each, bonds, ("old bonds"), that were convertible into 30x shares of common stock at the election of...
One of the more popular techniques for divesting assets on a tax-advantaged basis was the so-called "leveraged partnership" strategy. The most well-known leveraged pa...
SUPERVALU, Inc., ("SU"), recently announced a complex transaction which, apparently, has as its aim (i) the eventual divestiture of its Retail operations, and (ii) th...
Petitioners, New York State residents, claimed a tax credit for "qualified solar energy system equipment expenditures" on their 2012 New York State tax return. The ex...
In accordance with a plan of reorganization,the taxpayerissued to creditors $2,836,400 16-year, five percent Cumulative Convertible Income Debentures (the...
It looks as though the transformative AT&T, Inc., ("T"), acquisition of Time Warner, Inc., ("TWI"), can now proceed. We do not believe that there have b...
On April 14, 1982, B, an individual, organized BT. B owned 100 percent of the stock of BT. B did not have an employment contract with BT; and he never signed a noncompete agree...
The Arms Export Control Act, ("AECA"), restricts sales of U.S.-made military goods and services to foreign nations "so as to ensure consistency with U.S. foreign...
NTS Communications, Inc., ("NTS"), is a telecommunications provider based in Lubbock, Texas. It offers its customers Internet access, landline telephone service, and...
Altaba, Inc., ("AABA"), as everyone is well aware, is offering to repurchase approximately 24 percent of its outstanding stock. Unlike a conventional self-tender offe...
Mr. Sky M. Lucas, ("P"), formed Vicis Capital, LLC, ("V"), with two other partners in 2004; each such partner owned a one-third interest in V. V was an inve...
Petitioner, ("P"), worked in the computer information services department of Tulane University, ("TU"), from February 8, 1985 to June 7, 1991. TU was forced...
The Joseph Lee Rice, III Family 1992 Trust was created in New York in 1992 for the benefit of the children of Joseph Lee Rice. Mr. Rice, of course, is the legendary co-founder...
Where a corporation distributes appreciated property to a shareholder in a distribution to which subpart A applies, the corporation must recognize gain as if the distributed pr...
Although Altaba, Inc., ("AABA"), will be engaging in a taxable disposition of nearly 100 million shares of its Alibaba Group, ("BABA") stock, we are encoura...
CL owned and operated BDC, a wholesale beer distributorship in northern Minnesota. In 1992, CL sold BDC to BBL for $2,017,461. The parties allocated the purchase pric...
The City of Atlanta, which owns the Hartsfield-Jackson Atlanta International Airport, (the "Airport"), entered into two seven-year agreements, one with each plaintiff...
Buried within Altiba, Inc.'s, ("AABA" or the "Fund"), tender offer document was the revelation that AABA, apparently, is still considering the possibili...
C is a wholly-owned subsidiary of H. Each of C and H is a domestic corporation. C owns a 50 percent interest as general partner in a U.S. general partnership which owns and man...
Distributing, a Country entity, is widely held and publicly traded. Distributing, directly and indirectly, owns foreign and domestic entities, including Controlled, that are en...
Parent owns all of the stock of Merger Sub, ("M-S"), and C1. C1 owns all of the stock of C2. C2 owns all of the stock of C3. C3 owns all of the interests in LLC1 and...
One of the central themes of the Tax Cuts and Jobs Act, (the "Act"), has been the incorporation of MLPs, an event apparently precipitated by the large gap between cor...
Respondent, ("R"), hired Petitioner, ("P"), a law firm, to represent him in a business litigation. R fell far behind on his legal bills. R, however, told P...
Kinder Morgan, Inc., ("KMI"), and Kinder Morgan Canada, Ltd., ("KML"), are affiliated, but in an unconventional way. KMI owns "special voting shares&qu...
KLX, Inc., ("KLX"), recently entered into a definitive merger agreement to be acquired by The Boeing Company, ("B"). A wholly-subsidiary of B will be newly...
The proxy materials issued in connection with the historic "Morris Trust" transaction involving The Walt Disney Company, ("Disney"), and Twenty-First Centur...
In 2012, Mr. F worked as a consultant for Space Systems Loral, ("L"). He entered a contract to provide consulting services to L through WV, a temporary employment age...
X corporation has been engaged in the active conduct of two separate and distinct businesses--(i) toy manufacturing; and (ii) hand tool manufacturing--for well in excess of fiv...
Empire Southwest LLC, ("E"), is an equipment retailer operating in Arizona. In 2014, E sold a truck, (the "Truck"), to the Pinto Valley Mine, (the "Min...
KH died on January 30, 2000. KH was the grantor of the HLT, a revocable trust. Upon KH's death, the HLT became irrevocable and known as the HLT-AT ("AT"...
Ernst & Young and one of its junior accountants, SM, entered into an agreement providing that they would arbitrate any dispute that may arise between them. After his employ...
Dealer is a "QSub." Dealer is a wholly owned subsidiary of Parent, which is an 'S' corporation for both federal and Massachusetts tax purposes. Parent is subj...
Company, ("C"), is a global media and entertainment company. TP, C's wholly owned subsidiary, is a member of an affiliated group filing a consolidated federal inc...
A private equity firm, Huron Capital Partners LLC, ("Huron"), solicited investors to acquire partnership interests in a limited partnership, The Huron Fund II, L.P.,...
Renren, Inc., ("RENN"), a Cayman Islands corporation, is preparing to distribute, to certain of its shareholders, the stock of a newly-created Cayman Islands subsidia...
In June, 1989, Golden West Health Plan, Inc. (GW) filed an election to be treated as an 'S' corporation. The income of an 'S' corporation is not taxed...
X's common stock consists of shares of Class A stock and shares of Class B stock, evenly divided. These shares have equal voting and liquidation rights. They diff...
Petitioner, ("P"), and SLG acquired real estate in New York City (located at 2 Herald Square in Manhattan) in 2007 as tenants-in-common. P held an undivided 45 percen...
On July 1, 2015, Baxter International, Inc. distributed slightly more than 80 percent of the stock of Baxalta, Inc., ("B"), to its shareholders in a transaction inten...
Westinghouse Air Brake Technologies Corporation, ("WAB"), has entered into a definitive agreement to combine with GE Transportation, ("SpinCo"), a unit of G...
ACQ is the common parent of an affiliated group of corporations that files a consolidated return (the "ACQ Group"). ACQS is a member of the ACQ Group....
Plaintiff, Kraft Foods Global, Inc., ("KG"), is a wholly owned subsidiary of Kraft Foods, Inc., ("KF"). Between 2001 and 2004, KF made no fewer than six pub...
The difference between the Disney offer and the rumored Comcast offer for Fox boils down to taxes. In each case, the preliminary spin-off, because it runs afoul of Sec. 355(e),...
This case presents the novel issue of whether or not a taxpayer who has received a stock option from a corporation should be considered as owning the stock held by an adoptive...
Fifth Third Bancorp, ("FTB"), has entered into a plan and agreement pursuant to which it will acquire the properties (not the stock) of MB Financial, Inc., ("MBF...
TP, an executive of a large corporation, was provided with financial counseling by a professional financial counseling firm that was engaged by the corporation for th...
Taxpayer, ("TP"), intends to operate in a manner that qualifies as a real estate investment trust, ("REIT"). TP owns 100 percent of GP, a disregarded entity...
Wyndham Worldwide Corporation, ("D"), is engaged in the active conduct of two separate businesses, hotel franchising and management, and the development and marketing...
On May 31, 2018, Spirit Realty Capital, ("SRC"), a real estate investment trust, ("REIT"), will be distributing to its shareholders all of the stock of its...
S was a 50 percent shareholder in OA, an 'S' corporation specializing in real estate development. R, S's husband, was an employee of OA. OA obtained bank loans to f...
Company, (C), is engaged in the newspaper business in City. C plans to conducta "food drive." Canned and dried foods will be solicited from clubs, org...
Annaly Capital Management, Inc., ("NLY"),, a REIT, and MTGE Investment Corporation, ("MTGE"), recently announced the signing of a definitive merger agreemen...
Williams, (WMB), and Williams Partners, L.P., (WPZ), announced an agreement (similar to their May 2015 agreement that, because of the intervention of the ill-fated ETE transact...
"Enhanced" delivery services...generally includes any activity that "significantly exceeds the basic delivery of goods to the buyer thereof." For example, a...
P is a Virginia corporation with headquarters in Pennsylvania. P uses asales force of approximately 16 independent contractors located in New York State, (NYS)....
SMK Industries, Ltd., ("SMKI"), after an audit, was assessed a deficiency by the Ohio Department of Taxation for unpaid commercial activity taxes, ("CAT"),...
TP was one of the original organizers of M Corporation, (M), and received "6Y" shares of no par value common stock of M for services he rendered to M....
One of the provisions contained in the Tax Cuts and Jobs Act, which was specifically designed to arrest the "erosion of the U.S. tax base," was the aptly named "...
Petitioner, (P), was a U.S. citizen and a bona fide resident of Hong Kong. She worked as a flight attendant for United Airlines, (UA), on international flights based...
Takeda Pharmaceutical Company, Ltd., ("TPC"), and Shire plc, ("SH"), have agreed to engage in a business combination that will see the former TPC shareholde...
Tserves on the Board of Supervisors of County. Among the duties of the Board of Supervisors is the supervision of a stadium owned by County. The principal tenan...
P and T both manufacture "X." On Date 1, P acquired 100 percent of the stock of T. Prior to the transaction, T took Massachusetts economic opportunity area credits (&...
TP is an irrevocable trust and holds shares of C, a family owned corporation. As of November 2, 1995, C had three classes of stock outstanding; nonvoting common stock...
International Flavors & Fragrances, Inc., ("IFF"), and Frutarom Industries Ltd., ("FRUT"), a company organized under the laws of Israel, have entered in...
The Taxpayers, a husband and wife, claimed $100,000 of Virginia Land Preservation Tax Credit (the "Credit") on the joint 2009 Virginia income tax return. Th...
The deal struck by Twenty-First Century Fox, Inc., ("FOX"), and The Walt Disney Company, ("DIS"), is relatively tax-efficient. It features a preliminary spi...
In 1945, SRC was formed to own and manage rental property, including a property called the WS property, in Milwaukee, Wisconsin. The father of petitioner, (P), owned...
1. KLX, Inc./Boeing--KLX will spin-off "unwanted assets," i.e., the "ESG" business, and, as part of the overall plan, Boeing will acquire the stock of KLXI...
Nestle SA and Starbucks Corporation announced a momentous agreement which dramatically alters the business profile of each corporation. Nestle will be granted "perpetual r...
USP is the common parent of an affiliated group of corporations that join in filing a consolidated income taxreturn. USP is a wholly owned subsidiary of Foreign...
X was organized on Date 1 as a limited partnership. X is a "publicly traded partnership," i.e., an "MLP." On Date 2, X acquired a substantial, but non-contr...
The definition of "New York source income" of a nonresident individual was recently expanded in two ways.* First, the definition was expanded to include the gain or l...
In a prior transaction unrelated to the present statutory merger, X purchased from certain banks, at a cost of $20,000, outstanding notes of Y in the unpaid face amou...
The Tax Cuts & Jobs Act, (the "Act"), dramatically reduced corporate tax rates, from 35 percent to 21 percent. By contrast, individual tax rates, at the highest l...
P Corporation, (P), establisheda pension plan for its employeesas well as forthose of its affiliated corporations. The plan and the accompanying tru...
Walmart, Inc., ("W"), owns all of the stock of Asda Group Ltd., ("AGL"). Recently, W announced its intention to dispose of its investment in AGL, but will d...
X and Y were corporations engaged in manufacturing. A and B each own 50 percent of the X stock. A owned 25 percent of the Y stock, and X owned the remaining 75 percen...
On May 11, 2016, Starwood Hotel & Resorts Worldwide, Inc., ("Starwood"), spun off the stock of its subsidiary, Vistana Signature Experiences, Inc., ("Vistana...
The petitioner, (P), a Rhode Island 'S' corporation, was a family-owned corporation engagedin the business of distributing products from its warehouse i...
The historic combination of Sprint Corporation, ("S"), and T-Mobile US, Inc., ("TMUS"), will be accomplished in an unorthodox manner. It is the overriding o...
Marathon Petroleum Corporation, ("MPC"), and Andeavor, ("ANDV"), have entered into a definitive merger agreement "under which MPC will acquire all of A...
At the time the petition in bankruptcy was filed, the bankrupt was a wholly owned subsidiary of WDM and WDM was an unsecured creditor of the bankrupt in the sum of $4...
Distributing, ("D"), a publicly traded State A corporation, is the parent of a worldwide group of corporations. Prior to the Transaction, D and its subsidiaries were...
As everyone knows by now, Sprint Corporation, ("S"), the parent of Sprint Communications, Inc., and T-Mobile US, Inc., ("TMUS"), have agreed to a merger (we...
Ohio's 2005 tax reform provided for a phase out of the franchise tax and a phase in of its replacement, the commercial activity tax, ("CAT"). Because the CAT is a...
Advice has been requested from the I.R.S.whether the provisions of Sec. 1091 of the Internal Revenue Code, the so-called "wash sale rules," will opera...
A fire occurred in the residence then occupied by the taxpayers. There was substantial damage visited upon an art collection maintained by the taxpayers consisting of 3,000 lit...
Petitioner, Cellco Partnership d/b/a Verizon Wireless, provides wireless cellular telecommunications services to more than 100 million customers nationwide. Petitioner owns a &...
The board of Shire PLC received another revised proposal from Takeda Pharmaceutical Co. Ltd. regarding Takeda's desire to acquire Shire PLC. This latest proposal, unlike th...
M is a Mississippi corporation that is bothdomiciled and headquartered in Mississippi. M is a contractor whose primary focus is managing the U.S. Department of...
Seller, (S), the common parent of a consolidated group, sold 100 percent of the stock of Sub 1 and Sub 2 to Buyer, (B). B is the common parent ofanother consoli...
Wells Fargo & Company, ("WFC"), has signed another consent order, this time with the Consumer Financial Protection Bureau, ("CFPB"), and the Office of t...
On January 3, 2000, TP, a corporation, purchased a life insurance policy ("OP") covering the life of Mr. A, an employee of TP, as of that date. Mr. A was no...
OP was organized on November 8, 1956, for the purpose of conducting a hospital business. A hospital business was actively conducted by OP in Stockton, California, ("S"...
The taxpayer, ("TP"), filed a Virginia nonresident individual income tax return for 2014. The Virginia Department of Taxation, (the "Department") was not ha...
Taxpayer, ("TP"), is a manufacturer, fabricator, and distributor of products and services for the rail, construction, energy, and utility markets. An audit conducted...
TP is a nonresident. Partnership, (PS), develops Product. PS is headquartered in State, where strategic direction, inventory, distribution and marketing decisions are...
Sec. 11(a) of the Internal Revenue Code imposes a tax on the taxable income of every corporation, ("corporate tax"). Prior to the changes made by the Tax Cuts and Job...
In 1963, petitioner incorporated a sole proprietorship naming the corporation OHL, Inc., ("L"). Upon incorporation, petitioner received 1,000 shares of L...
Following "D," State undertook efforts to mitigate "C." TP was established pursuant to an agreement between Agency 1 and Agency 2, a public instrumentality...
Taxpayers (TPs) adopted children from Country (C), with a C court issuing the adoption decree on June 24, 2008. Each of the children so adopted, it was agreed,m...
Petitioner, (P"), filed a voluntary petition for relief under chapter 7 of the Bankruptcy Code on May 7, 2017. On her 2016 Federal income tax return, P indicated that she...
Taxpayer, (TP), is an out-of-state business which made deliveries of its merchandise to its customers located in Indiana. As a result of an audit, the Indiana Department of...
Plaintiff, (P), formerly owned 25 percent of the common stock of each of W and B. W and B were in the business of slaughtering cattle and processing beef for sale.
Acquiring Corporation, (AQ), is engaged in an ongoing business. As of July 31, 1978, AQ had outstanding 20,051,671 shares of $1 par value voting common stock held by...
Last month, Envision Healthcare Corporation, ("PC"), completed the previously announced disposition of its medical transportation business by disposing of the stock o...
One of the centerpieces of the Tax Cuts and Jobs Act is the provision, found in Sec. 965 of the Code, which says that, "in the case of the last taxable year of a deferred...
Leucadia National Corporation, ("LUK"), has announced "strategic transactions involving several of its investee companies; a proposal to change the name of the c...
The taxpayer, (TP), is exempt from Federal incometax under Sec. 501(a) of the Internal Revenue Code as an organization described in Sec. 501(c)(3) of such Code....
The activity that gave rise to a New York State notice of deficiency was the sale of real property, ("P"), located at 948 Second Avenue in Manhattan, for $5.5 million...
Petitioner, ("P"), is a real estate developer. In 2005, P purchased, through one of his affiliates, a large property in Oakley, California, a community northeast of O...
A, B, and C owned all of the common stock of X Corporation, (X). X required funds for expansion and contemplated issuing stock for public sale. Underwriter, (U), advi...
The J.M Smucker Company, ("SJM"), has announced the signing of a definitive agreement to acquire Ainsworth Pet Nutrition, LLC, ("A"), "in a transaction...
WK incorporated appellant (AP) in Delaware on May 20, 2003. According to AP's website, AP possesses a portfolio of approximately 30 "developing" brands...
McDermott International, Inc., ("MDR"), and Chicago Bridge & Iron Co. N.V., ("CBI"), are engaging in a business combination that features several steps...
TP is the common parent of an affiliated group of corporations filing a consolidated tax return (TPG). One of TP's subsidiaries is Subsidiary, (S). For the years...
One of the more controversial provisions of the Tax Cuts and Jobs Act, (the "Act"), is the one which places a cap on the amount of "business interest" that...
Oregon imposes an income tax on every resident and every non-resident with Oregon-source income. Oregon defines a resident as an individual who is domici...
For over five years, P has owned all of the outstanding stock of S and each has been engaged in the active conduct of a trade or business during that period. For seve...
Kohl's Department Stores, Inc., ("K"), is a corporation organized under the laws of Delaware. K operates retail stores throughout the United States. Kohl's Il...
U is a limited liability company...treated as a partnership for federal income tax purposes. U has two members, UNI and UQD. These members are both owned by 'S' corpora...
X Corporation, (X), had outstanding one class of common stock. The stock was owned by eight shareholders: A; B (A's brother); C (A's brother-in-law): Trust A;...
A few weeks ago, the Federal Energy Regulatory Commission, ("FERC"), announced its intention to alter the rate-setting process for certain of its "clients,"...
Brookfield Property Partners L.P., ("BPY"), a publicly traded partnership, (i.e., an MLP), organized under the laws of Bermuda, and GGP, Inc., ("GGP"), have...
DS and MD (petitioners or plaintiffs)are employed by MSI. Petitioners are two of the three co-founders of Marvell Technology Group, Ltd. (MTGL), the parent of M...
D's mother had two IRAs. D was a beneficiary of one such IRA. After D's mother passed away, D used the funds received from her mother to establish an "inherited IR...
Labor unions do not have to pay income or other federal taxes. However, they do have to file informational returns detailing their income, disbursements, etc....
Taxpayer, ("TP"), is a real estate investment trust, ("REIT"). TP owns three separate residential properties, Property A, Property B, and Property C (the &q...
Sec. 355 of the Internal Revenue Code applies to a spin-off (or split-off) only if, among several other requirements, "it is carried out for one or more corporate business...
C is an 'S' corporation. Its stock is held by X and Y in almost equal proportions. Buy/sell agreements exist between X and C and between Y and C.
&n...
RFF was born in New York City. She has been domiciled in Florida since she was 15 years of age. She currently resides in Miami. She has owned property and maintained...
Sec. 7212(a) of the Internal Revenue Code contains two substantive clauses. The first such clause forbids "corruptly or by force or threats of force...endeavoring to intim...
Salesforce.com, Inc., ("CRM"), and MuleSoft, Inc., ("MULE"), have entered into a definitive agreement pursuant to which CRM will acquire all of the stock of...
The trust, whose corpus consists of a portfolio of municipal bonds, was formed to provide its investors with tax-free income. The trust will terminate upon the maturi...
Allergan plc's stock has performed poorly of late, and this underperformance has prompted investors to call for a separation of some of Allergan's businesses in the hop...
A securities broker, as sponsor, formed an investment trust with a bank as trustee. The sponsor deposited in the trust certain tax-exempt bonds and contracts to purch...
Taxpayers, ("TPs"), are affiliates that conduct the business of financial institutions. TPs file their Indiana tax returns on a combined basis. TPs deducted $53,558,9...
X is a publicly traded limited partnership, i.e., an MLP. LP owns limited partnership interests in X. GP, a disregarded indirect subsidiary of LP, is X's general partner. X...
TCI Fund Management Ltd., ("TCI"), an influential holder of a large (if not the largest) block of stock in AABA, has proposed a plan that it believes will substantial...
iHeartMedia, Inc., ("IH"), and certain of its subsidiaries, have entered into a plan of reorganization under chapter 11 of Title 11 of the United States Code, the ban...
As of the date of his death, A owned less than 20 percent of the stock of X and less than 20 percent of the stock of Y. The value of this stock was included in determ...
It took nearly two years, but the Federal Energy Regulatory Commission, ("FERC"), has now decided that its policy of permitting MLPs that operate interstate natural g...
In 2005, Mr. and Mrs. Simonsen, ("S"), bought a townhouse in San Jose, California for just under $695,000. S signed an "Initial Interest Adjustable Rate Note.&qu...
Petitioner, ("P"), is a law firm with a principal office in Detroit, but with additional offices located elsewhere. P represents clients both within and outside Detro...
XH is a publicly traded bank holding company. X, a subsidiary of XH, is a state chartered commercial bank in State. A significant portion of X's loan portfolio is...
Petitioner, ("P"), is an "outdoor media company" which owns and operates outdoor signs nationwide and throughout the city of Baltimore, Maryland. The Baltim...
Petitioner, ("P"), incorporated and elected 'S' status for M in 2004. P obtained a personal loan from CNB. P transferred $4,985,035 of the loan proceeds to A,...
The Tax Cuts and Jobs Act, (the "Act"), reduced corporate tax rates from 35 percent to 21 percent; and instituted a "participation exemption" system which w...
Cigna Corporation, ("CI"), and Express Scripts Holding Company, ("ESRX"), have entered into a definitive agreement pursuant to which CI will acquire the sto...
Y has entered into an agreement with Publisher, (P), that Y will deliver a manuscript to P on or before a specified date. Y agreed to select the individual contributo...
D has elected to be treated as an 'S' corporation since its formation. D is owned by SHA and SHB. O is a State A limited liability company that was formed on...
Proxy materials were filed regarding the business combination to be undertaken by Dr. Pepper Snapple Group, ("DPSG"), and Maple Parent Holding, (MPH). The parties rem...
The taxpayer's business activities are limited to buying, selling, dealing in, and holding securities. The taxpayer is considering making a charitable contributio...
In Year 1, the Attorney General (AG) of State initiated an investigation into "practices" engaged in by TP. On Date 1, TP and the AG entered into the Agreem...
In 2002, TC executed and delivered a deed of trust for the benefit of UPB to secure a loan to buy property located in Tennessee (T). The deed of trust was then assign...
AP is a enrolled member of the Seneca Nation. AP and her husband (the "Ps") secured permission from the Seneca Nation's government to mine and sell gravel located...
On September 7, 2016, Dell Technologies, Inc., ("DTI"), acquired all of the stock of EMC. (It appears that DTI has "checked the box" with respect to EMC. If...
Petitioner, (P), filed an exception to the determination of the Administrative Law Judge (ALJ) issued on May 24, 2012. On August 1, 2012, the New York Tax Appeals Tri...
The Tax Cuts and Jobs Act imposed new restrictions on the ability of certain partners in "investment partnerships" to report the income therefrom as capital gains, i....
The Broadcom/Avago transaction was one of the most well-known of the "expatriation" transactions that took place during the "inversion" era. In the transact...
Sec. 304 applies where a corporation acquires stock of another corporation, in exchange for property, from a person or persons in control of each such corporation. In...
Altaba's eagerly awaited conference call was held yesterday morning and there was some important information disseminated. Of necessity, however, the company was keeping it...
February 27, 2018 - Volume 12 Issue 39Print Report
Corporation A, (A), had common stock outstanding of which 27 percent of the shares were owned by the estate of B; 48 percent was owned by the decedent's son; and...
HRG Group, Inc., ("HRG"), owns approximately 59 percent of the stock of Spectrum Brands Holdings, Inc., ("SPB"). The SPB stock owned by HRG is by far its pr...
S was established as a Texas limited liability company on February 27, 1998. It was formed to acquire tracts of land and develop that land into single-family residential buildi...
February 23, 2018 - Volume 12 Issue 37Print Report
TP is the parent of an affiliated group. S is a corporation engaged in the manufacture and sale of "x." S has incurred substantial operating losses in recen...
The Tax Cuts and Jobs Act was merciless in reducing and frequently eliminating many tax deductions individual taxpayers have enjoyed almost from the inception of the tax law. M...
EQT Corporation, ("EQT"), announced, on February 21, 2018, that its board of directors "has unanimously approved a plan to separate its upstream and midstream bu...
February 22, 2018 - Volume 12 Issue 36Print Report
In 2004, plaintiff discovered what he believed to be "a pattern of fraudulent practice by certain hospitals." These hospitals, he determined, were routinely submittin...
After exposing an illegitimate tax shelter scheme involving PCX, the I.R.S. invalidated the deductions and imposed a mandatory 40 percent tax penalty for the "gross missta...
In conjunction with the sale of thousands of its stores to Walgreens Boots Alliance, ("WBA"), Rite Aid Corporation, ("RAD"), has entered into a "defini...
February 21, 2018 - Volume 12 Issue 35Print Report
OY died on April 29, 1955. The income tax return for the estate of OY was filed, for the taxable period April 30, 1955-December 31, 1955, on April 16, 1956.
The centerpiece of the Tax Cuts & Jobs Act is the reduction in corporate tax rates from 35 percent to 21 percent. Individual income tax rates, in the top bracket at least,...
While many of the corporate provisions of the Tax Cuts and Jobs Act, (the "Act"), are clearly beneficial, most notably the provision reducing the tax rate imposed on...
February 20, 2018 - Volume 12 Issue 34Print Report
The principal shareholder of a corporation died in January, 1961 owning 72 shares of the corporation's common stock. The value of the corporation's stock incl...
LyondellBassell, ("LYB"), and A. Schulman, Inc., ("SHLM"), announced that they have "entered into a definitive agreement under which LYB will acquire S...
In 2005, CRIL, a partnership, paid $13.8 million to buy the Radisson Bay Harbor Hotel, ("RBHH"), in Tampa, Florida, along with the RBHH's restaurant, CB, and the...
February 15, 2018 - Volume 12 Issue 32Print Report
Taxpayer, ("TP"), is a domestic individual. TP is treated as the owner of stock of C held by a grantor trust, ("TT"). Members of TP's family also direct...
On June 8, 2017, the debtor filed for relief under Chapter 13 of the Bankruptcy Code. The debtor's plan provides for $5,100.10 as the priority portion of the I.R.S. claim....
February 14, 2018 - Volume 12 Issue 31Print Report
TWC is a construction company specializing in multifamily housing projects. For most jobs, TWC has profit margins of 6-7 percent. W is the sole shareholder of TWC. W and his wi...
February 13, 2018 - Volume 12 Issue 30Print Report
R and M (the "Ws") timely filed their joint federalincome tax return for 1976. On August 30, 1978, they executed a Power of Attorney authorizing EG to...
ACQ is a holding company, the capital stock of which is both widely held and publicly traded. Target is a corporation unrelated to ACQ. Prior to the acquisition of Target, (the...
February 12, 2018 - Volume 12 Issue 29Print Report
X and Y, both of which are U.S. corporations, own all of the outstanding stock of Z, a business entity organized under the laws of M, as an M limited liability corpor...
Debtor, ("D"), purchased a home in 2008 and claimed a first-time buyer credit. She received, as a result of such purchase, a credit in the amount of $7,500, the maxim...
X Corporation, (X), is a domestic corporation that has been engaged in the farming business for more than five years. The stock is owned 25 percent each by Father, ag...
In 1964, WD entered into an agreement with General Motors, (GM), to establish an auto dealership to be known as DPCI. GM required him to finance his operations throug...
FUJIFILM Holdings Corporation, ("FH"), and Xerox Corporation, ("XC"), have entered into a definitive agreement "to combine XC and their longstanding......
The Tax Cuts and Jobs Act reduced income corporate tax rates from 35 percent to 21 percent. For individual taxpayers in the highest bracket, however, the reduction in tax rates...
X Corporation, (X), operated an auto dealership. Its franchise was in the name of A who managed X and owned 53 percent of its stock. A was 70 years of age. The balanc...
TP has elected to be taxed as a real estate investment trust, (REIT). M is a member of an affiliated group of corporations (the "M Group") with a common par...
Gerson Lehrman Group, Inc., ("GLG" or "P"), is a Delaware corporation with its headquarters and main sales office located in New York City, (the "City&...
We were surprised to see that Dr Pepper Snapple, (“DPS”), is not structuring its transaction with Keurig in a way that would guarantee "return of cap...
P Corporation, (P), owns 100 percent of the common stock of S Corporation, (S). The latter also has outstanding two additional classes of stock entitled to vote: &quo...
WestRock Company, ("WRK"), will acquire all of the outstanding stock of KeyStone Paper and Packaging Corporation, ("KS"), "for $35 per share...for a to...
Taxpayer Group, ("TPG"), includes a captive insurance company, ("C"). The members of TPG for which C provides insurance are each subsidiaries of Taxpayer, (...
Petitioner, ("P"), a New York State resident, claimed a tax credit for "qualified solar energy system equipment expenditures." The Division of Taxation, (th...
In APB No. 11, the Accounting Principles Board, the predecessor of FASB, defined differences between taxable income and pre-tax accounting income as either "timing" d...
On February 1, 2017, Biogen distributed to its shareholders the stock of its subsidiary, Bioverativ. The distribution was intended to qualify for tax-free treatment under Sec....
Dell Technologies, Inc., ("DTI"), acquired EMC Corporation, ("EMC"), in September 2016 for a combination of cash and DTI common stock. EMC owned a substanti...
Defendant, (D), issued a Notice of Proposed Assessment with respect to Plaintiff's, (P), 1997 and 1998 tax returns. The assessments were based upon D's conclu...
Petitioner, ("P"), operates a non-transplantable human tissue bank. P receives donated human bodies shortly after the time of death in order to provide its customers...
Y is a charitable trust. Y is exempt underSec. 501(a) as an organization described in Sec. 501(c)(3), and is recognized as a private foundation under Sec. 4940(...
Sec. 306(a) concerns the treatment of the amount realized on the disposition or redemption of "Sec. 306 stock." Sec. 306(b)(4) provides that Sec. 306(a)
FASB has provided, in a series of questions and answers, its views on certain tax accounting matters that arise as a result of the enactment of The Tax Cuts and Jobs Act (the &...
H and W are married taxpayers ("Taxpayers")who use the cash method of accounting. They filed joint returns for calendar Year 1 through Year 5. H opera...
EC is an 'S' corporation. EC has the following shareholders: B, G, D, and Y. SIH was also an 'S' corporation. On or after March 31, 2007, B, G, D, and Y were th...
Mr. A and his children own all of the stock of Corporation X, (X). Mr. A proposes to retire from X and all of the stock directly owned by Mr. A will be redeemed by X....
Where there is a change in either tax laws or tax rates, ASC 740 requires deferred tax liabilities and deferred tax assets to be adjusted for the effects of the change. The Tax...
La Quinta Holdings, Inc., ("LQ"), and Wyndham Worldwide Corporation, ("WYN"), have entered into a definitive agreement "under which WYN will acquire LQ...
NV's sole asset was a shopping center. In December 1963, NV entered into a contract with LR under which LR would manage the shopping center for a fee of $24,000 per year......
Petitioners owned 50 percent of the stock of A and the Bs owned the remaining 50 percent. A owned and operated a restaurant called "ASR." A incorporated a wholly owne...
In December 1993, the Greens created the Trust. The Trust instrument named Mart Green as the initial trustee (the Trustee) of the Trust. GDT is a single-member limited liabilit...
While foreign corporations frequently engage in "separation" transactions, in which the stock of a subsidiary, either preexisting or newly formed, is distributed to i...
One of the more controversial provisions of the Tax Cuts and Jobs Act, (the "Act"), is the provision which places a cap on the amount of "business interest"...
Distributing, ("D"), is a publicly traded corporation and is the common parent of an affiliated group of corporations that file a consolidated federal income tax retu...
During the taxable year, the legendary quarterback of Columbia University and the Chicago Bears, the great Sid Luckman, ("L"), owned 100,000 shares of R. In 1961, he...
Churchill Downs, Inc., ("CDI"), is offering to purchase common stock for cash up to an aggregate purchase price of $500 million, at a price not greater than $265 and...
It is by now quite well known that ASC 740, derived from SFAS No. 109, Accounting For Income Taxes , requires that deferred tax liabilities and deferred tax assets...
The taxpayer, ("TP"), handcrafts glassware and tableware for retail and wholesale sale across the U.S. It transacts all of its retail sales through the internet. TP a...
Petitioner, (P),lost her job in 2008. She received, upon leaving, a distribution of the entirety of her 401(k) retirement account. Petitioner did not "roll...
Before December 31, 2000, V Corporation, (V), owned 67 percent of the outstanding stock of AG Corporation, (AG). The remainder of the stock was owned by certain S fam...
Altice N.V., ("ATC"), owns approximately 73 percent of the total outstanding capital stock, and approximately 98 percent of the total voting power of all classes of s...
In 1997, petitioner, (P), received an M.B.A. In 2003, he accepted employment as the general manager of G, a real estate development companylocatedin Calif...
Acquiring and Distributing are each publicly traded corporations. Controlled was formed to effectuate the Distribution and was wholly owned by Distributing until Date 2. Merger...
The most scrutinized provision of the Tax Cuts and Jobs Act, (the "Act"), is, arguably, its most complex provision as well. The Act taxes "qualified business inc...
On January 26, 1994, a husband, (C), and wife, (N), signed a mortgage note for a loan from a credit union, (CU), to purchase the CL residence. C and N later divorced....
1. P owns all of the stock of S and T. P, S, and T are members of a consolidated group. As part of an integrated plan, S purchases all the stock of T from P for cash...
The taxpayer, ("TP"), is a grocer. TP offers a "fuel reward" program to its customers. The money earned is electronically loaded to an enrolling customer...
X Corporation, (X), had 1,000,000 shares of voting common stock outstanding which are widely held and publicly traded. X offered to purchase 25,000 shares of its comm...
HRG Group, Inc., (HRG), owns approximately 60 percent of the stock of Spectrum Brands Holdings, Inc., (SPB). While the companies prepare consolidated financial statements (sinc...
Goldman Sachs Group, Inc., ("Goldman"), like many other companies with (i) net deferred tax assets; and (ii) deferred foreign income, has disclosed the charges it wil...
The Tax Cuts and Jobs Act introduced new Sec. 864(c)(8) into the Internal Revenue Code. That section provides that a nonresident alien individual's or foreign corporation&#...
The Tax Cuts and Jobs Act, (the "Act"), improves bonus depreciation in several ways. Most notably, in the case of "qualified property," the depreciation ded...
TP is a corporation organized under the laws of State, and is a wholly-owned subsidiary of Parent. Affiliate is an entity organized under the laws of Country A and is...
The Tax Cuts and Jobs Act substantially restricts an individual taxpayer's ability to claim a federal income tax deduction for state and local real property taxes, personal...
December 29, 2017 - Volume 11 Issue 250Print Report
The Coca-Cola Company, ("P"), is the parent of a group of companies that manufacture, sell, and distribute beverages in more than 200 countries. To support its intern...
December 28, 2017 - Volume 11 Issue 249Print Report
The taxpayer, ("TP"), offers academic programs. Its educational institutions offer students the opportunity to earn undergraduate and graduate degrees. TP implemented...
X intends to form a publicly traded partnership ("P"). P will generate income from: (A) the supply and transportation of fluids...for use in fracturing and drilling o...
The Securities And Exchange Commission, ("SEC"), has provided some useful guidance on exactly how harried corporate finance personnel will be expected to comply with...
December 27, 2017 - Volume 11 Issue 248Print Report
The University of Phoenix, Inc., (the "University"), a wholly owned subsidiary of Apollo Education Group, Inc., is headquartered in Phoenix, Arizona. The University s...
The taxpayer, ("TP"), is a real estate investment trust, ("REIT"). TP is an international forest products company that is "primarily engaged in activit...
President Trump's signing of the Tax Cuts and Jobs Act, (the "Act"), on December 22nd, about ten days earlier than expected, means that 2017 financial statements...
December 26, 2017 - Volume 11 Issue 247Print Report
Walgreen Specialty Pharmacy, LLC, ("WSP"), is a single-member limited liability company organized under the laws of Delaware and headquartered in Florida. WSP w...
Thanks, apparently, to the new tax bill, Fannie Mae and the U.S. Department of the Treasury, (the "Department"), entered into a letter agreement that will have the ef...
December 22, 2017 - Volume 11 Issue 246Print Report
Petitioner, ("P"), resided in the United Kingdom, ("U.K."), when his petition was filed. P and his ex-wife were divorced on January 24, 2006 pursuant to a d...
DDR Corporation, ("DDR"), is a real estate investment trust, (REIT), specializing in the leasing of shopping centers. It announced, on December 14, 2017, that its Boa...
December 21, 2017 - Volume 11 Issue 245Print Report
An unincorporated trust, otherwise qualifying as a real estate investment trust, (REIT), acquired the fee interest only in land, exclusive of any improvements thereon...
LossCorp, ("LC"), was the parent of an affiliated group filing a consolidated income tax return. Prior to Date 5, members of the LossCorp Group, ("LCG"), op...
December 20, 2017 - Volume 11 Issue 244Print Report
Petitioner, (P), leases equipment. After a customer has identified a piece of equipment itwishes to acquire, P purchases the equipment from the supplier thereof...
Producer mixes gasoline and butane and sells it for use as a fuel. Producer claims the alternative fuel mixture credit for an open tax period ending on or before December 31, 2...
December 19, 2017 - Volume 11 Issue 243Print Report
The Trust, a real estate investment trust, owns a group of retail establishments leased to 23 tenants. The existing leases provide for monthly rental payments with th...
Last week, FOX announced a transformative transaction in connection with which it will transfer a large part of its business to DIS while retaining the remainder. The transacti...
A consolidated tax bill, The Tax Cut and Jobs Act, has been crafted and it seems certain to become law within the next two weeks or so. The synthesized bill skews heavily in fa...
The Tax Cut and Jobs Act devotes a great deal of attention to the taxation profile of multinational corporations. In particular, the bill introduces a "participation exemp...
December 18, 2017 - Volume 11 Issue 242Print Report
During 1967, the taxpayer, on each of three separate occasions, purchased 100 shares of stock in M Corporation. He paid $158 per share for the first block of stock; $...
Lender Management LLC, ("LM"), elected to be treated as a partnership for Federal income tax purposes. Harry Lender, ("H"), founded Lender's Bagels. His...
December 15, 2017 - Volume 11 Issue 241Print Report
Moline Properties v. Commissioner , 63 S. Ct. 1132 (1943), is the case most often cited for the treatment of corporations as entities separate from their owners fo...
The Walt Disney Company, ("DIS"), and Twenty-First Century Fox, Inc., ("FOX"), have entered into a definitive agreement for DIS to acquire FOX...for approxi...
HDL filed for protection under Chapter 11 of Title 11 of U.S. Code. On February 16, 2009, HDL filed an election to be classified as an 'S' corporation under Sec. 1362 o...
December 14, 2017 - Volume 11 Issue 240Print Report
Petitioner, (P), proposes to install solar energy equipment at his principal residence in two stages. The first project stage will involve installing 10 pole-mounted...
Facebook, Inc., (FB), succumbing to the pressures being exerted on multinational U.S. based technology companies to pay higher taxes in the various countries in which they do b...
December 13, 2017 - Volume 11 Issue 239Print Report
Petitioner, (P), was organized under the laws of Nebraska on October 21, 1981, to raise funds for the furtherance of charitable groups, religious groups, and nonprofi...
December 12, 2017 - Volume 11 Issue 238Print Report
Contributions of money or property to the "W Fund", maintained by State, qualify for a credit against State income tax. The amount of the credit is "a%...
Oracle Corporation, ("O"), is a Delaware corporation with headquarters in California. O is the parent of a worldwide group of affiliated corporations. Oracle Corporat...
First Eagle Holdings, Inc., ("FE"), and New Star Financial, Inc., ("NS") have entered into a definitive agreement in connection with which FE is to acquire...
December 11, 2017 - Volume 11 Issue 237Print Report
Petitioner, (P), was organized as a California nonprofit corporation in March, 2010. P's articles of incorporation state: The sole purpose of this corporation is...
December 7, 2017 - Volume 11 Issue 235Print Report
ACQ is a calendar year taxpayer and the common parent of a consolidated group ("the ACQ Group"). On November 30, 20xx, a subsidiary in the ACQ Group merges...
CVS Health Corporation and Aetna, Inc. have entered into a definitive agreement pursuant to which the former will acquire all of the stock of the latter. Structurally, CVS will...
December 6, 2017 - Volume 11 Issue 234Print Report
In 1992, petitioners, Y and his spouse, S,purchased an empty lot (LP) for $27,000. Petitioners constructed a residential home on the property. Petitioners also...
December 5, 2017 - Volume 11 Issue 233Print Report
Avent, Inc., ("AV"), is one of the largest distributors of electrical components, computer products, and embedded technology, serving customers globally. AV has an of...
Plaintiff, ("I"), is headquartered and incorporated in India. It has 33 branches worldwide, including one in the United States. As a foreign corporation, I reported i...
Distributing 2, ("D2"), is the common parent of an affiliated group of corporations that join in the filing of a consolidated federal income tax return. D2 proposed t...
The full Senate has now passed the Senate Finance Committee's version of H.R. 1, with certain changes designed to placate the fiscal concerns of selected Republican senator...
Does Sec. 162(f) prohibit a deduction under Sec. 162(a) for an amount paid as disgorgement for violating a federal securities law? Sec. 162(f) provides that...
December 4, 2017 - Volume 11 Issue 232Print Report
On Date a, Old Issuer, (OI), a life insurance company, issued Old Policy, (OP), to A and B, husband and wife. On Date b, A and B established Old Trust, (OT), an irrev...
Taxpayer, ("TP"), is an out-of-state diamond and gold wholesaler. The state in question is Washington. When a customer of a retailer orders a custom piece of jewelry,...
December 1, 2017 - Volume 11 Issue 231Print Report
TP is the sole U.S. shareholder of FC, a Cayman Islands corporation. During the years ended December 31, 1998, 1999, and 2000, FC was a controlled foreign corporation...
Petitioner, ("P"), is a retail supermarket chain with approximately 50 locations throughout New York State. As part of its business operations, P monitors the retail...
November 30, 2017 - Volume 11 Issue 230Print Report
In November, 1982, the Lane Companies, (LC), and their owners, the Lanes, filed for bankruptcy. In July, 1985, the Lanes relinquished all control over LC to the Lane...
November 29, 2017 - Volume 11 Issue 229Print Report
C is a domestic corporation. There has been an increase in earnings invested in U.S. property by foreign corporations controlled by C, the investments consisting of U...
Petitioner, ("P"), purchased an historic building in Buffalo, New York and promptly converted it into a mixed-use residential/commercial facility. P then applied to t...
November 28, 2017 - Volume 11 Issue 228Print Report
Petitioners, J and G, are husband and wife. G has "independent means," and the securities she owned on October 14, 1953 were not acquired by her directly or...
Effective September 7, 2016, Dell Technologies, Inc., ("DTI"), acquired all of the stock of EMC Corporation, ("EMC"), from the shareholders of EMC. As a con...
Later this week, the Senate will be taking up the version of the "Tax Cuts and Jobs Act" recently ratified by the Senate Finance Committee. It is by no means clear th...
UST owns all the stock of TFD, a foreign corporation. In an exchange to which Sec. 351 of the Code applies, UST transfers all the stock of TFD to TFC, a foreign corporation, so...
November 27, 2017 - Volume 11 Issue 227Print Report
TP, a domestic corporation, is primarily engaged in the broadcasting business. In 1978, TP sold the assets of television station TV1. The sale was certified by the F....
Residents in the northeastern part of the U.S. have reported problems with certain residential concrete foundations. Investigators concluded that the deterioration of the concr...
November 24, 2017 - Volume 11 Issue 226Print Report
In January, 1983, X Corporation, (X), raised $8 million in a stock issuance. The funds were originally invested in various interest-bearing accounts. In 1984, a total...
November 22, 2017 - Volume 11 Issue 225Print Report
During 2012, CO sustained an ordinary loss of $1,425,709. Of that amount, $570,284 was passed through to each of M and K. Respondent reduced the amount of losses M and K could...
November 21, 2017 - Volume 11 Issue 224Print Report
A and B are the only officers and shareholders of P Corporation, (P). P has for more than five years held title to large tracts of farmland. Each tract is leased for...
Marvell Technology Group Ltd., a Bermuda exempted company, ("MRVL"), and Cavium, Inc., ("CAVM"), have announced a definitive agreement under which MRVL &quo...
Petitioners filed a New York nonresident and part-year resident personal income tax return (IT-203) for 2009. Petitioners claimed a deduction of $84,934.00 from rental real est...
Late last week, the House of Representatives passed, in record time, a comprehensive tax bill, known as "The Tax Cuts and Jobs Act," (the "Act"). Shortly th...
November 17, 2017 - Volume 11 Issue 222Print Report
Petitioner, ("P"), was formed on December 21, 1993. On that date, P purchased two parcels of property, (the Property), in New York City. On November 17, 2009, P sold...
To calculate the taxable income of affiliated corporations attributable to Colorado, ("C"), the Department of Revenue, (the "Department"), applies the "...
SandRidge Energy, Inc., ("SD"), and Bonanza Creek Energy, Inc., ("BCEI"), have announced that the two companies have entered into a definitive merger agreem...
November 16, 2017 - Volume 11 Issue 221Print Report
TP is engaged in the business of manufacturing. TP's manufacturing facilities and equipment in State K were destroyed by fire. The equipment was insured and TP re...
November 15, 2017 - Volume 11 Issue 220Print Report
STLPSC, as a result of reorganization proceedings under Sec. 77B of the Bankruptcy Act, issued in 1939 certain securities consisting of $15,865,000 25-year convertibl...
Mallinckrodt plc, ("MNK"), will be acquiring, through a subsidiary, the stock of Ocera Therapeutics, Inc., ("OTI"). The parties, however, are unable to agre...
The financial engineers at AIG created a Dutch company, ("FOP"), that would do little else than purchase contingent interest notes, ("CINs"), The entity'...
November 14, 2017 - Volume 11 Issue 219Print Report
Company, (C), has extended incentive stock options, (ISOs), to its employees. Following the exercise by an employee of an ISO, the employee may enter into a Margin Ac...
Sec. 883(a)(1) of the Internal Revenue Code provides that the following items shall not be included in gross income of a foreign corporation and shall be exempt from taxation u...
The Senate Finance Committee's version of the Tax Cuts & Jobs Act, (the "proposal"), parallels, in many respects, the House Ways & Means Committee's v...
November 13, 2017 - Volume 11 Issue 218Print Report
Company, (C), incorporated in 1947, has been primarily engaged in the business of manufacturing and selling products of a certain type but also ran its AAA division,...
November 10, 2017 - Volume 11 Issue 217Print Report
In 1962, Kimberly-Clark Corporation, (KC), purchased the "Coosa" properties. KC harvested the trees from the Coosa timberland to make pulp for use int...
November 9, 2017 - Volume 11 Issue 216Print Report
TP is an out-of-state 'S' corporation that generates Virginia taxable income. On its 2010 nonresident income tax return, TP subtracted a gain resulting from t...
November 8, 2017 - Volume 11 Issue 215Print Report
Target (T) is activelyengaged in Business. T has outstanding two classes of common stock, Class A and Class B. Class A and Class B are identical except that (a)...
H.R. 1, the tax proposal introduced last week by the House Ways & Means Committee, did not, initially, address the controversial "carried interest" issue. That wa...
November 7, 2017 - Volume 11 Issue 214Print Report
The taxpayers, ("TPs"), are affiliates that conduct the business of financial institutions. TPs file their Indiana tax returns, FIT-20 forms, on a combined basis. TPs...
Altaba, ("AABA"), owns 383.6 million ordinary shares of Alibaba Group Holding Ltd., ("BABA"), and 2.025 billion shares of common stock of Yahoo Japan Corpor...
November 6, 2017 - Volume 11 Issue 213Print Report
P Corporation, (P), is engaged in the commercial banking business. P decided that its business activities could be expanded if its banking business were conducted by...
In addition to the business tax provisions of the Tax Cuts and Jobs Act, (the "Act"), H.R. 1, which we wrote about earlier, the individual tax provisions are equally...
The Tax Cuts and Jobs Act, (the "Act"), H.R. 1, contains numerous provisions that profoundly affect the taxation of businesses and individuals. A review of, and where...
November 2, 2017 - Volume 11 Issue 211Print Report
In tax years 1995, 1997, and 2002, Plaintiff, ("P"), paid taxes to foreign countries and claimed a foreign tax credit on its tax returns pursuant to Sec. 901 of the C...
FNMA and FHLMC, ("FM"), are federally chartered privately owned corporations. They carry out their mission by purchasing mortgages from third party lenders.... When a...
November 1, 2017 - Volume 11 Issue 210Print Report
Petitioner, ("P"), is a world-renowned scientist in the field of biotechnology. P formed Chiron Corporation, one of the first publicly held biotechnology companies. I...
Lennar Corporation, ("LEN"), and CalAtlantic Group, Inc., ("CAA"), have entered into a definitive Agreement and Plan of Merger that will result in the creat...
October 31, 2017 - Volume 11 Issue 209Print Report
H is a newly-formed State X corporation. T is also a State X corporation engaged in the manufacture and marketing of a variety of products. T was a publicly-held corporation. A...
October 30, 2017 - Volume 11 Issue 208Print Report
In 2007, Nextel Communications, ("N"), earned $45,053,282 in taxable income on its business activities in the Commonwealth of Pennsylvania. Under the "net loss c...
Petitioner, ("P"), and her husband, GLK, were married throughout 2014. They lived separately during that year, but were not "legally separated...under a decree o...
October 26, 2017 - Volume 11 Issue 206Print Report
In 1994, plaintiff earned a Bachelor's of Science degree in engineering from WPI. Thereafter, plaintiff earned a Master's degree in applied mathematics from UR in 1995....
The "Reorganized Debtors," ("RDs"), and the Internal Revenue Service have a dispute over the interest rate payable on a tax deficiency in 1998. Should the d...
Petitioner, ("P"), has been residing with G for approximately 20 years. They never got married. P owned the residence in which she and G lived. G is the biological fa...
October 25, 2017 - Volume 11 Issue 205Print Report
C is a State W corporation engaged in the business of processing, selling, and trucking bark and sawdust. C has outstanding 10,000 shares of voting common stock. Prio...
October 24, 2017 - Volume 11 Issue 204Print Report
Buyers of businesses always strive to obtain a "cost" basis in the acquired assets. Securing such a cost basis can enhance the buyer's tax deductions in periods a...
Potlatch Corporation, ("PCH"), for the last 10 years a REIT in good standing, and Deltic Timber Corporation, ("DEL"), a C corporation, announced that they h...
Assurant, Inc., ("AIZ"), and The Warranty Group recently announced "a definitive agreement to combine operations, with AIZ shareholders retaining majority owners...
October 23, 2017 - Volume 11 Issue 203Print Report
Parent, ("P), is an insurance holding company. Subsidiary, ("S"), is a life insurance company. P owns all of the common stock of S. P has elected under Sec. 1504...
October 20, 2017 - Volume 11 Issue 202Print Report
Edward J. Holland, ("H"), is a prolific songwriter who wrote several classic Motown compositions, including "Baby Love," "Stop In the Name of Love,&quo...
Petitioner, Blue Buffalo Company, ("P"), a Delaware corporation headquartered and domiciled in Connecticut, contends that it is immune from income taxation in Marylan...
October 18, 2017 - Volume 11 Issue 200Print Report
On April 9, 2007, petitioner acquired a 45 percent tenant-in-common interest in real property, while SLG (an unrelated party) acquired the remaining 55 percent interest therein...
DXC Technology, ("DXC"), was formed on April 1, 2017. DXC is comprised of the old CSC and the Enterprise Services business of Hewlett Packard Enterprise. That busines...
October 17, 2017 - Volume 11 Issue 199Print Report
TP is the parent of Subsidiary, (S), a regulated public utility in State. S is developing a wind power generating facility ("the Project") that will be loca...
In an unexpected announcement, the Internal Revenue Service has decided "to reconsider its views regarding certain issues as to which it has provided favorable private let...
Y is a limited liability company wholly owned by X, a State law corporation. Y will sell "Product A," a nitrogen-based fertilizer...to customers operating in agricult...
Taxpayer, ("TP"), intends to elect to be treated as a real estate investment trust, ("REIT"). TP owns land and cellular communications towers and has acquir...
October 16, 2017 - Volume 11 Issue 198Print Report
Beginning in 1997, the As began investing in securities via Donald & Company, ("D"), primarily through its employee, OK. It was later discovered that D was operat...
Cable One, Inc., ("CO") is a Delaware corporation authorized to do business in Oklahoma as a cable television company offering cable television, internet access, and...
October 13, 2017 - Volume 11 Issue 197Print Report
Retailer sells goods to retail customers from Sales Facility, its physical store. While physically present at Sales Facility, retail customers may select, inspect, pu...
Sec. 754 of the Internal Revenue Code provides that if a partnership files an election "in accordance with regulations prescribed by the Secretary," the basis of part...
October 12, 2017 - Volume 11 Issue 196Print Report
The taxpayer, H, an individual, was engaged in performing "dangerous security services" in Iraq in 2005. H was hired and paid by Blackwater Security Consult...
Petitioner, ("P), was incorporated in Florida in 1991 as a nonprofit corporation engaged principally in credit counseling. In December 1993, the I.R.S. issued P a favorabl...
October 11, 2017 - Volume 11 Issue 195Print Report
In 1963, A bought a house in San Francisco for $26,000. He and his family lived in the house until 1979, when they moved to Rohnert Park, California. Shortly after mo...
Mr. William E. McDonald III, ("M"), retired from National City Corporation, ("NCC"), in 2006. As one of the bank's most senior executives, M was entitle...
LTR 201740015, February 14, 2017, is the private letter ruling that was issued to Dow and DuPont in connection with their historic business combination and the spin-offs or spl...
CA is a non-Tennessee corporation that is primarily engaged in the business of holding, maintaining, and licensing certain patents. CA has no office or employees in T...
TP entered into a contract to sell a plot of real property on Date 1, with an intended closing date of Date 2. Before Date 2, however, a gas pipeline was discovered u...
In the spring of 1960, petitioner, the great Richie (later known as Dick) Allen, was living with his mother, EA. A contract to play for the Philadelphia Phillies was signed by...
The Treasury Department (the "Treasury") just issued its much anticipated "second report" in which it recommends actions "to eliminate and in other cas...
The Ms applied for and received benefits under the Affordable Care Act, ("ACA"). On the basis of their household income, Covered California, ("CC"), a healt...
In April 2016, the Internal Revenue Service and the Treasury Department, (the "Agencies"), issued a rule identifying stock of foreign acquiring corporations that is t...
LI, a Nevada corporation, has since 1997 sold cosmetic products to Illinois customers via an internet website. LC is a limited liability company that, since 2004, sells cosmeti...
Some investors have noticed Mallinckrodt plc's rather substantial deferred tax liabilities. In fact, as of September 30, 2016, the company had "an aggregate of $1.884...
The U.S. District Court for the Western District of Texas has ruled that the so-called "serial acquirer" regulations, the very regulations that rendered the...
X Corporation, (X), engaged in the sale and servicing of new and used automobiles, owned 40 percent of the outstanding stock of Z Corporation, (Z), an underwriter of...
Greenhill & Co., Inc., ("GCI"), the firm founded by the legendary mergers and acquisitions banker, Robert Greenhill, is set to undertake a transaction that was mu...
September 29, 2017 - Volume 11 Issue 187Print Report
ConAgra Foods, Inc., ("CAF"), is a well-known packaged food company with headquarters in Omaha, Nebraska. ConAgra Foods Food Ingredient Company, Inc., ("TP"...
President Trump and Congressional leaders have published a broad outline, which they refer to as "The Unified Framework For Fixing Our Broken Tax Code," for tax refor...
From 2003-2007, D was an employee and a minority shareholder of FECP. During that period, despite generating in excess of $450 million in revenues, FECP paid no income taxes. A...
September 28, 2017 - Volume 11 Issue 186Print Report
Coca-Cola Enterprises, ("CCE"), a Delaware corporation, did business in Alabama. Roddy, ("R"), a Tennessee corporation, operated a soft-drink bottling and d...
AVEVA Group Plc, ("AV"), and Schneider Electric SE, ("SC"), have entered into an unusual agreement that will culminate in AV becoming a controlled subsidiar...
September 27, 2017 - Volume 11 Issue 185Print Report
The New Jersey Tax Court was asked to consider the question of whether, during the period at issue, a corporation's entire net income (ENI) for New Jerse...
WFMG distributed and sold natural and organic food products at its retail stores. WFMIP, a limited partnership, owned various trademarks, trade names, and other intangible asse...
September 26, 2017 - Volume 11 Issue 184Print Report
Petitioners have several children, including C.P., who was born in 1999. At approximately nine years of age, C.P. began competing in beauty pageants "in furtherance of a p...
In 1973, B, who engaged in a substantial amount of international business travel, decided to open a savings account with UBS. In 2005, UBS approached B with a loan proposal tha...
Speculation has been rampant that Nestle S.A. may, in light of the recent passing of Lilian Bettencourt, the heiress of L'Oreal founder Eugene Schueller, decide to dispose...
September 25, 2017 - Volume 11 Issue 183Print Report
Taxpayer, ("TP"), is a real estate investment trust, ("REIT"). TP is the sole owner of LLC, a disregarded entity. LLC, in turn, is the owner of Property loc...
The Alabama Department of Revenue, (the Department), assessed Credit Suisse First Boston U.S.A., Inc., ("TP"), for Alabama business income tax for 2006. The assessmen...
Warrior Met Coal, ("HCC"), recently reported that the Internal Revenue Service "had issued a Private Letter Ruling" to the company. Prior to the Private Let...
September 22, 2017 - Volume 11 Issue 182Print Report
Petitioners appeal the tax court's decision assessing deficiencies in income tax due for taxable years 2008-2010. In 2008, newly formed MBA Real Estate, Inc., ("MBA&qu...
In a situation that is all too reminiscent of Altaba and Alibaba/Yahoo Japan, Sina Corporation, (SC), owns, among numerous other assets, a large stake in Weibo Corporation, (WC...
September 20, 2017 - Volume 11 Issue 181Print Report
Petitioners enrolled in health insurance for 2014 through CC, a health insurance "Marketplace" (or "Exchange"). Petitioners were enrolled in a health insura...
"Structured Trust Advantaged Repackaged Securities," ("STARS"), sounds suspiciously like a tax shelter and indeed it was. STARS was a transaction that Wells...
September 19, 2017 - Volume 11 Issue 180Print Report
Irene Eisenberg (IE) owns all 100 outstanding shares of Corporation, (C), a 'C' corporation. C's only asset was a commercial building which was leased to...
South Dakota, (SD), relies on sales and use taxes for much of its revenue. Sales tax is generally collected by sellers selling merchandise in this state at the point of sale......
September 18, 2017 - Volume 11 Issue 179Print Report
Prior to the expiration of the time prescribed in Sec. 6501(a) for the assessment of tax due from petitioners for the taxable year 1978, petitioners and the Commissio...
September 15, 2017 - Volume 11 Issue 178Print Report
X has outstanding 4,000 shares of common stock and 400 shares of nonvoting preferred stock. The preferred stock, when originally issued, was "Sec. 306 stock.&quo...
EQT Corporation, (EQT), this morning, announced that, upon closing the Rice Energy transaction, it will form a committee to deliberate the question of how, and if, EQT's we...
September 14, 2017 - Volume 11 Issue 177Print Report
P is a domestic corporation. FS is an entity that is organized under the laws of Country X. FS has only one class of equity interests outstanding, all of which is own...
September 13, 2017 - Volume 11 Issue 176Print Report
X has outstanding voting stock all of which is owned by A and A's child, B. On January 17, 1973, X redeemed all of its stock held by B. B filed the agreement spec...
September 12, 2017 - Volume 11 Issue 175Print Report
The shareholders of X Corporation, (XC), entered into an agreement to exchange their shares of XC stock for voting convertible preferred stock of unrelated Y Corporat...
Similar to the model pioneered by Dow Chemical and DuPont in connection with their historic merger, it has been speculated that United Technologies Corporation, ("UTX"...
TP serves as an investment advisor to ACQ. TP manages ACQ pursuant to an investment management agreement, ("IMA"). Under the IMA, ACQ agrees to pay TP a basic managem...
September 11, 2017 - Volume 11 Issue 174Print Report
Distributing, ("D"), a Country A corporation, has outstanding a single class of common stock. D has decided that it must separate Business A from Business B. The foll...
September 8, 2017 - Volume 11 Issue 173Print Report
TP and its wholly owned subsidiaries, S1, S2, and S3, are engaged in the business of mining coal. Prior to date a, TP was a wholly owned subsidiary of CX, which had m...
United Technologies Corporation, ("UTX"), and Rockwell Collins, Inc. ("ROC"), have entered into an agreement pursuant to which the former will acquire all o...
September 7, 2017 - Volume 11 Issue 172Print Report
Petitioner, ("P"), has been an ardent hunter from an early age. P preserved the remains of the animals he shot in a "trophy room" in his house. In his troph...
Kohl's Department Stores, Inc., ("K"), is organized under the laws of Delaware. It operates retail stores throughout the United States, including in Virginia. KI,...
Tenet Healthcare Corporation, ("THC"), had accumulated, as of December 31, 2016, approximately $1.7 billion of Federal net operating loss, ("NOL") deduction...
September 6, 2017 - Volume 11 Issue 171Print Report
Sinclair Broadcast Group, ("S"), is the parent of a multistate, diversified, television broadcasting operation. Sinclair Television Group, Inc., ("T"), was...
The a-county City metropolitan area ("Metro Area") public transportation needs are served by Authority and its "b" divisions, each of which have separate re...
The University of Phoenix, (the "university"), offered degree programs focusing on the market for "nontraditional students." The university implemented what...
September 5, 2017 - Volume 11 Issue 170Print Report
X Corporation, (X), is engaged in the business of selling the products of its shareholders to various customers. X does not qualify as a cooperative under subchapter...
September 1, 2017 - Volume 11 Issue 169Print Report
T owned 75 percent of the stock of U. The remaining 25 percent of such stock was owned by a company named ACC. U's business involved owning and operating two Russian LLCs t...
Petitioner, ("P"), was a New York resident. P owned District of Columbia Tobacco Settlement Revenue Bonds ("DC bonds") and received interest therefrom. ...
Corporation A, (CA), has a single class of voting common stock outstanding. CA maintains an employee stock ownership plan (ESOP) which holds stock of CA.
&n...
Petitioner, ("P"), is a Delaware corporation. MMC owns 67 percent of P. P's primary business activity centers around the production of cement. Most of P's sal...
Where a corporation conducting diverse businesses seeks to sell itself, it is unlikely that a single buyer, willing to acquire each of its businesses, will appear. Instead, the...
Dulles Duty Free, LLC, ("DF"), is a retailer of duty free merchandise at Dulles Airport, in Loudon County, Virginia, where it operates several stores. For domestic tr...
Parent is a State A entity that is exempt from Federal income tax under Sec. 501(c)(3) of the Code. Parent is the parent entity to a group of corporations, (the Parent Group)....
TP, a political subdivision of State, owns and operates a C. TP wascreated by Stateto abate D. During major storms with significant rainfall, TP occasiona...
PHH Corporation, ("PHH"), is offering to purchase a substantial amount of its common stock through a "Dutch Auction" tender offer procedure. It will spend a...
RC and MC, husband and wife, are residents of Wilmington, Delaware. They filed joint income tax returns for the years 1956 and 1957. RC and MC were married on Novembe...
Fidelity Bank, ("FB"), is a wholly owned subsidiary of FBI. FB acquired U.S. government bonds at a discount to face value and held those bonds until maturity, thereby...
Company, (C), has elected to be treated as a real estate investment trust, (REIT). C conducts its operations through OP, a State B limited partnership. Thus, C is an...
A.P. Moller-Maersk A/S, ("M"), recently signed an agreement to sell the stock of its subsidiary, Maersk Oil, to Total S.A. for a total of $7.45 billion. M is a Danish...
X Corporation, (X), a commercial bank, holds a U.S. dollar denominated sovereign debt of Foreign Country, (FC). The obligation evidences a loan in the principal amoun...
H was the Chief Financial Officer of W. On January 29, 2009, W granted H 65,574 stock options. The exercise price was $64.96 per share, later decreased to $56.64 per share. W i...
Generally, tangible personal property that a purchaser intends to sell in the regular course of business is considered to be "purchased for resale" and is not subject...
Herbalife, Ltd., ("H" or the "Company") is offering to purchase a portion of its outstanding stock...for an aggregate cash purchase price of up to $600 mill...
This appeal, to the Supreme Court of Minnesota, requires that the court decide whether claims that respondent asserts in a class-action challenge to a merger were properly dism...
Microsoft Corporation, ("M"), is organized under the laws of Washington, and has its worldwide headquarters in that state. M, of course, was actively engaged in the b...
I, the owner of land and a web hosting facility in H, (the "HP"), entered into an industrial lease agreement under which it leased the HP to AT&T ("T")....
This case evaluates a transaction in which a Massachusetts consumer finds a product online, and purchases it from an out-of-state retailer who then orders the product from a Ma...
In 1982, NCM immigrated to the United States from Thailand. In 2006, or inearly 2007, NCM and her husband (petitioners)delivered items of property to the...
Petitioner is a Sec. 501(c)(7) "social club" incorporated in Ohio. Its facilities include an 18-hole golf course, a swimming pool, tennis courts, dining facilities......
Company (C) is engaged in retail sales of "Product" and related items for which customers often provide additional cash amounts as compensation to those ser...
Invitation Homes, Inc., ("INVH"), and Starwood Waypoint Homes, ("SFR"), recently announced the signing of a definitive agreement "to combine in a 100 p...
On September 24, 2008, petitioner's mother died leaving a will. In the will, petitioner's mother appointed petitioner and his brother as co-executors of her e...
X, a limited partnership, intends to become a publicly traded partnership, i.e., an "MLP." X will provide a broad range of services to working interest owners who are...
Before the year in issue, petitioners intended to take advantage of adeferred interest financing arrangement offered by a credit card company in connection with...
Ashland, Inc., ("AI"), is a Kentucky corporation that does business in Minnesota. In November 2008, AI acquired Hercules, ("H"). H owned 100 percent of a Lu...
On April 26, 2004, Fidelity National Information Service, Inc., ("F"), acquired 29 percent of the common stock of Covansys, ("C"). F also agreed, under a &q...
The St. Louis Rams, now the Los Angeles Rams, sold tickets for the exhibition of NFL football games played in St. Louis. The city imposed upon the Rams an "entertainment l...
Vantiv, Inc., ("V"), and Worldpay Group plc, ("W), have finalized the terms of their previously announced business combination and, surprisingly, at least to som...
TP and its shareholders began the process of trying to sell itself in Year 1. TP was successful, and entered into a stock purchase agreement on Date A. On Date B, the...
On October 26, 2009, TEPPCO Partners, L.P., ("petitioner"), was merged with "Company B." Petitioner was audited for Texas franchise tax compliance for 2008-...
N is a partnership which isauthorized to make investments inprivate venture capital funds. N, at present,has four partners: Q (the general partner);...
Taxpayer, ("TP"), is a publicly traded State corporation. TP is the common parent of a business group that includes corporations, disregarded entities, and partnershi...
D1, who we believe to be Huntsman Corporation, is a publicly traded State corporation. The D1 Group is engaged in "Business." The Group's operations are divided i...
C has elected to be taxed as a real estate investment trust, (REIT). C owns, acquires, develops, constructs, and franchises miniwarehouse self-storage facilities (&qu...
Appellant appeals a final determination of the Tax Commissioner of Ohio affirming a commercial activity tax, ("CAT") assessed against it.... The court noted that &quo...
Petitioner, ("P"), is C corporation incorporated in Delaware. It had its principal place of business in New Jersey at the time it filed its petition. P is the parent...
Altaba, Inc., ("AABA"), published its unaudited opening balance sheet recently in the format reserved for registered investment companies. It does not reveal a great...
Rail carriers and their employees are not subject to "FICA" taxation; instead, the carriers pay a somewhat different tax under the Railroad Retirement Tax Act, ("...
USP is the common parent of an affiliated group of corporations that join in thefiling ofa consolidated income tax return. USP is a wholly-owned subsidiar...
Bristol-Myers Squibb Company, ("BMS"), a large pharmaceuticals company, in incorporated in Delaware and is headquartered in New York. It maintains substantial operati...
Discovery Communications, Inc., ("DISC"), and Scripps Networks Interactive, Inc., ("SNI"), announced, on July 31st, a definitive agreement "for DISC to...
In 1991, DuPont, ("DP"), and Merck Pharmaceutical Company, ("MPC"), formed DMPC. DP and MPC each owned equal 50 percent interests in DMPC. DMPC "operat...
P is the common parent of a consolidated group. P's stock is both publicly traded and widely held. P owns LLC 1, a disregarded entity. LLC 1 owns Sub 1. Sub 1 owns D2, LLC...
Last year, the I.R.S. and the Treasury Department issued so-called "debt/equity" regulations, the principal purpose of which was to curtail, if not entirely eliminate...
House Ways & Means Committee member Sander M. Levin, D-Mich., has made inversions his signature issue. During the height of the inversion craze, it is safe to say that he w...
TP is a corporation engaged in a stock brokerage business. In order to promote business in the neighborhood in which its office is located, and in order to compete su...
In determining the applicability of Sec. 302(b)(2)--which provides that a distribution in redemption meeting its terms is a distribution in "part or full payment...
Petitioner and JH, his former spouse, are the parents of ZH, who was born in 1996. On September 11, 1998, in anticipation that the Iowa district court would grant the...
The taxpayers, who are debtors in a case under Chapter 13 of the Bankruptcy Code, owned and occupied a residence that had a fair market value substantially below the...
EQT Corporation, ("EQT"), and Rice Energy, Inc., ("RE"), have entered into a definitive merger agreement. The agreement envisions a merger of RE with and in...
One "self-help" tactic that Altaba (formerly known as Yahoo! Inc.) might pursue is to transform itself into a "regulated investment company," ("RIC&quo...
In November, 2002, Mr. WilliamLinton (WL) formed a "family partnership", WFLB, LLC. On January 22, 2003, WL gave his wife (SL) 50 percent of his perce...
McCormick & Company, Inc., ("MKC"), has caused quite a stir with its announcement of a definitive agreement to acquire the "Food Division" of Reckitt Be...
In 1982, petitioner, a West Point graduate, started working for Colgate-Palmolive Company, ("CP"), in its New York City, ("NYC") headquarters. He and his wi...
Crown Castle International Corp., ("CCI"), recently announced that it has entered into a definitive agreement to acquire LTS Group Holdings LLC, ("L"), a pr...
P is the common parent of an affiliated group of corporations. P has, since its incorporation, incurred a net operating loss (NOL) every year. The P group experienced...
The taxpayer, (TP), a domesticcorporation, argues that the Commissioner improperly refused tax credits, some $3.4 million thereof, under the WOTC and WtW tax cr...
In January 2005, H joined Paulson & Co., Inc., (PCI), as a senior analyst in PCI's New York City office. PCI is an 'S' corporation. H received a base salary of...
X is a limited partnership organized under the laws of State. X is a publicly traded partnership within the meaning of Sec. 7704(b) of the Internal Revenue Code. X is engaged i...
In a recent earnings call, the C.E.O. of PNC Financial Services Group, Inc., ("PNC"), as he always is, was asked about the bank's large stake in BlackRock. In par...
GMM was established in 1959 and was organized under the laws of Greece. GMM had no office, employees, or business operation in the United States. P is a limited liability compa...
IEG Holdings Corporation, ("IGH"), is offering to exchange four shares of its authorized but unissued common stock for each share of common stock of LendingClub Corpo...
The taxpayer, (PR), retired from Southwestern Bell Telephone (SBT)in 2003, when he was 52 years of age, and received almost $1 million of lump-sum distributions...
Metro One Telecommunications, (M), operated call centers throughout the U.S. For the 2002 tax year, M was subject to the Alternative Minimum Tax, (AMT). In 2004, M cl...
The announcement that Vantiv, Inc., ("VI"), and Worldpay Group plc, ("WG"), had reached an agreement to combine their operations strongly suggested that the...
Executive Order #13789, issued by President Donald J. Trump, on April 21, 2017, instructed the Secretary of the Treasury to review all "significant tax regulations" i...
During the 1986 tax year the taxpayer was discharged from indebtedness in the amount of "$x" and, at the time of the discharge of indebtedness, the taxpayer...
TP was an out-of-state online retailer of apparel...via its website. TP's affiliate was a wholesaler of the same products. TP's sales to Washington residents were made...
NY died on August 14, 2008, and her son, AY, became theexecutor of her estate. The Estate's tax return was due by November 14, 2009, and the Estate's ta...
Liberty Interactive Corporation, (LIC), and HSN, Inc., (HSN), announced that they have entered into an agreement whereby LIC will acquire the stock of HSN it does not already o...
Company, (C), has elected to be treated as a real estate investment trust, (REIT). C has an "a%" interest in OP, a State B limited partnership which owns co...
The Boards of Worldpay Group plc, (WG), and Vantiv, Inc., (VI), "have reached an agreement in principle on the key terms of a potential merger (the &quo...
The X trust owns the fee to certain iron-ore bearing lands, or undivided interests in such lands, which are subject to outstanding leases running to various lessees.<...
The Wall Street Journal is reporting, see "Jana Takes Roughly 5% Stake In Energy Conpany EQT," DJ, July 3, 2017, that the estimable Jana Partners LLC has taken a more...
Petitioner owns a condominium interest in a high-rise building in Manhattan (NYC) and plans to develop the property exclusively for use as an Internet data center fac...
The Securities Act of 1933 "protects investors by ensuring that companies issuing securities...make a full and fair disclosure of information relevant to a public offering...
On April 23, 2009, CMC and petitioner entered into an agreement pursuant to a document titled "PRA" that consisted of five documents including a document titled "...
New York City Administrative Code Sec. 11-1102(a) provides that every utility and every vendor of utility services shall pay an excise tax based upon a percentage of its gross...
Petitioner, Sony Corporation of America (formerly known as Sony USA Inc.), a New York corporation, filed a Pennsylvania Corporate Tax Report (RCT-101) in which it reported Penn...
Rite Aid Corporation, ("RAD"), and Walgreen Boots Alliance Inc., ("WBA"), have decided to call off the merger, which had been announced on October 27, 2015...
The instant situations involve two existing corporations each ofwhich wasreincorporated under the laws of a state other than that of their original incorp...
Petitioners own the Boston Bruins, a National Hockey League, ("NHL"), franchise based in Boston, Massachusetts, through three "pass-through" entities, D, MH...
GT, a partnership, was formed in 1997 to bid on a "request for proposal," ("RFP"), from TC and CRB, a county and a city, respectively, "to take care of...
Parent is headquartered in Texas, but does business in New Jersey, ("NJ"). Its primary business is to "create and develop computer software programs," which...
Petitioner, ("P"), owns a 50 percent membership interest in Legend of French Lick, LLC, ("FL"), a limited liability company that elected to be taxed as a pa...
Hain Celestial, ("HAIN"), finally completed its study of various accounting errors the company was accused of making, and with the completion of the study was able to...
TP has elected to be treated as a real estate investment trust, (REIT). TP owns an approximately"a%" interest in Partnership, (PS). PS owns an approxi...
X is a publicly traded partnership, an "MLP." X is engaged in the transportation, storage, and distribution of refined petroleum products and crude oil. X anticipates...
For the year 2007, petitioner filed a New York nonresident and part year resident tax return...indicating his address as South Flagler Drive, West Palm Beach, Florida. No New Y...
EQT Corporation, ("E"), and Rice Energy, Inc., ("R"), have entered into a definitive agreement pursuant to which the former will acquire all of the assets,...
Petitioner, HMC-New York, Inc., was incorporated on November 1, 2001 as a wholly-owned subsidiary of Harbert Management Corporation, ("HMC"). HMC sponsored public equ...
Now that Yahoo! Inc. (YHOO or Altaba) has finally divested its core business, attention has once again turned to the question of whether a tax-efficient method exists for YHOO...
Plaintiffs filed this putative class action against defendants (Dunkin' Brands, Inc. et al.)...alleging that plaintiffs were unlawfully charged sales tax...when purchasing...
On June 13, 2017, to everyone's immense relief, Verizon Communications, Inc. completed its acquisition of Yahoo! Inc.'s "operating business." Verizon expects...
Petersen, ("P"), was incorporated in Utah in 1980 and filed a subchapter S election in 1989. In August 2001, the company formed an employee stock ownership plan, (&qu...
On June 15, 2017, Amazon.com, Inc., ("A"), entered into an Agreement and Plan of Merger with Whole Foods Market, Inc., ("W"). In the merger, a newly-created...
Petitioner, ("P"), is a U.S. citizen who lived and worked in the U.K. On her federal income tax returns for 2003-2005, she claimed foreign tax credits based upon the...
First Horizon National Corporation, ("FHN"), and Capital Bank Financial Corporation, ("CBF"), have entered into a definitive agreement "that will creat...
The petitioner, (D), an individual, owned 168,936 shares of W Corporation, (W), in 1937. To enable him to sell, through a group ofunderwriters, 60,000 of those...
The question has arisen, on numerous occasions, whether Yahoo! Inc., soon to be renamed Altaba, Inc., could solve its "tax problem," without any assistance from Aliba...
At M's death, in 2001, PP Corporation, (PP), had 5,000 Class A and 50,000 Class B shares outstanding. M held 862 Class B shares. In addition, M owned 50 percent o...
A subsidiary of Sirius XM recently announced an agreement with Pandora Media, Inc., ("P"), pursuant to which such subsidiary will purchase $480 million in newly issue...
P is engaged in the business of manufacturing machines in the U.S. PRS, an entity classified as a partnership for U.S. tax purposes, is organized under the laws of Co...
SINA Corporation, ("SINA"), describes itself as "a leading online media company serving China..." SINA recently announced the details of its proposed distri...
As of December 31, 2016, Pandora Media, Inc., ("P"), was in possession of federal net operating loss carryforwards of approximately $818,500,000. Thus, it seems unlik...
Ford Motor Company, ("F"), made an overpayment to the I.R.S. for the taxes it owed in 1992, while Ford Export Services, B.V., ("E"), a former Foreign Sales...
iHeartMedia, Inc., ("IHM"), owns all of the stock of iHeartCommunications, Inc., ("IHC"). IHC, in turn, owns all of the stock of CCO Outdoor Holdings, Inc.,...
S, a wholly owned Country X subsidiary of P, a domestic corporation, is a controlled foreign corporation, (CFC). S is not engaged in any U.S. business activity and do...
Initially, the only statutory remedy available to the S.E.C. in an enforcement action was to seek an injunction.... In the absence of statutory authorization for monetary remed...
TP owned shares of common stock of X Corporation, (X). X had been taken over by Y Corporation, (Y), through a merger between Z Corporation, (Z), an indirect wholly ow...
On their 2008 joint Federal income tax return, petitioner and his wife each claimed a $6,000 I.R.A. deduction. Respondent disallowed petitioner's deduction. The d...
The latest "MLP Rollup" by its general partner involves World Point Terminals, Inc., (WPTI), and its "captive" limited partnership, World Point Terminals, L...
M Corporation, (M), was ordered by a U.S. District Court to dispose of its stock interest in N Corporation, (N), on the ground that M's ownership of such stock vi...
CBS Corporation's plan to divest itself of its radio operations is rapidly nearing completion. In what the company accurately refers to as a "split-off," CBS Corp...
The so-called "PATH" Act, enacted on December 7, 2015, had as one of its central tenets the virtual elimination of spin-offs in which a real estate investment trust (...
Linde AG, ("LIN"), and Praxair, Inc., ("PX"), announced that the companies have entered into "a definitive business combination agreement to come toget...
Pursuant to a settlement agreement, Company, (C), became obligated to contribute Note to Trust to provide for Trust's payments of employees' post-retirement m...
Cracker Barrel Old Country Store, Inc., ("CBRL"), has announced an increase in its quarterly dividend to $1.20 per share, a 4.3 percent increase over the company'...
The Illinois Senate passed a piece of legislation last week (on May 23rd) that is, to say the least, troubling. It is a punitive bill that targets investment managers by subjec...
In Year 1, TP made a gift of an undividend 1/2 interest in real property to X. The gift's value was Amount 1. During those years, the unified credit, (UC), agains...
Petitioner, ("P"), which is organized under Indiana law, manufactures fruit drink mixes. Respondent, ("R"), which is organized under Delaware law, is a comp...
Parent/Target, (P/T), is owned by two individuals, SH1 and SH2. SH1 and SH2 are husband and wife. P/T owns greater than 80 percent of the stock of Corp 1; and also owns greater...
Sec. 1441 of the Internal Revenue Code provides that all persons having the control, receipt, custody, disposal, or payment of dividends...or other "fixed or det...
Pursuant to R.C. 5739.02, an excise ("sales") tax is levied upon all "retail sales" made in the state of Ohio. By virtue of R.C. 5741.02, a corresponding ta...
Scholastic Books Clubs, Inc., ("SBC"), is incorporated under the laws of Missouri. SBC sells books and other educational materials by mail order and via the Internet...
The long-awaited sale of Fidelity & Guaranty Life, ("FGL"), a majority-owned subsidiary of HRG Group, Inc., ("HRG"), was announced on May 24, 2017. Pres...
Company, (C), intends to make an election to be taxed as a real estate investment trust, (REIT), for its taxable year beginning January 1, 1992. C's portfolio con...
Sixty percent of the stock of Y Corporation, (Y), is owned by Z Corporation, (Z). X Corporation, (X), proposes to acquire 100 percent of the stock of Y.
&nb...
HRG Group, Inc., (HRG), owns approximately 60 percent of the stock of Spectrum Brands Holdings, Inc., (SPB). HRG, it seems safe to say, has a very large unrealized gain with re...
On September 11, 2009, Pfizer, Inc., ("PFE"), timely filed its 2008 income tax return. The tax return so filed showed what must be a record overpayment in the amount...
Huntsman Corporation, ("HUN"), was going to spin-off its pigments and additives business, to be operated by a new subsidiary named Venator Materials Corporation, in a...
Company, (C), has two classes of stock outstanding. The first class is common stock which iswidely held and publicly traded on a national exchange. The second c...
Under Sec. 6511(a) of the Internal Revenue Code, a claim for a tax refund "shall be filed...within three years from the time the return was filed or two years from the tim...
TEGNA, Inc., the broadcasting giant, is spinning off the stock of its subsidiary, Cars.com. The spin-off is intended to be tax-free. Cars.com, of course, is a well-known "...
The university is exempt from federal income tax under Sec. 501(c)(3) and has been classified as an educational organization described in Sec. 170(b)(1)(A)(ii)....
P owns Sub 1. P acquired the stock of Sub 2. A few years later, P contributed the stock of Sub 2 to Sub 1 in exchange for shares of Sub 1 Class A stock, Class B stock, and Sub...
Huntsman Corporation, ("HUN"), was going to separate its pigments and additives business by means of a spin-off. In fact, it received an I.R.S. ruling concluding that...
ILG, Inc., (“ILG”), was incorporated in May 2008 in connection with a spin-off by its former owner, IAC. At that time, ILG became an independent pub...
There have been several recent developments in the world of spin-offs that bear watching. Not only has the I.R.S. issued several recent pronouncements regarding these transacti...
Petitioner, a New York resident, purchased, at a premium, municipal bonds issued by a state other than New York. Petitioner does not buy or sell municipal bonds in a trade or b...
After reaching an agreement to be acquired by AT&T, Straight Path Communications, Inc., ("SP"), abruptly terminated that agreement and promptly entered into a muc...
Through the "UMLIC" entities, petitioners acquired and serviced portfolios of distressed debt.... In December 1998, petitioners organized and elected 'S' corp...
C, B, and M are practicing attorneys in Mississippi. On July 12, 2001, they reorganized their law firm as a professional limited liability company, ("PLLC"). C, B, an...
Currently, the most popular variety of spin-off is the so-called "leveraged spin-off." In a leveraged spin-off, which is inevitably part of a 'D' reorganizati...
C is a holding company whose subsidiaries are engaged in banking, leasing, and computer service. C's common stock is publicly held and traded over-the-counter.
Sinclair Broadcast Group, Inc., (SB), announced an agreement pursuant to which it will acquire 100 percent "of the shares" of Tribune Media Co., (TM). The trans...
Olson & Associates of NW Florida, Inc., ("O")), was a Florida corporation organized in 2001 (and dissolved in 2011). Throughout its existence, O was an electing s...
P is a State X corporation which is actively engaged in business. It is authorized to issue 400 shares of $100 par value Class A common stock, of which none is curren...
Parent, ("P"), designs, develops, manufactures, and markets...industrial products. P owns Sub 1. Sub 2 and Sub 3 are wholly-owned subsidiaries of Sub 1. Sub 4 is a wh...
President Trump's tax plan calls for the institution of what is popularly known as a "territorial" tax system. Under such a taxation system, foreign earnings coul...
MP is a citizen and resident of Peru. On February 5, 1997, MP incorporated petitioner, (P), under the laws of Florida. VI, a corporation organized under the laws of P...
An individual owned 90 percent of the outstanding stock of X Corporation, (X). In June, 1968, he purchased, for cash, 50 percent of the outstanding stock of Y Corpora...
An interesting deal is unfolding in Europe in connection with which some very well known companies will be solidifying their relationship. In particular, the Arnault Family Gro...
In 1981, B was organized as a limited partnership. B acquired a parcel of land and constructed a 12-story office building on it. B borrowed $21,600,000 from IF, a ban...
HI-2, a partnership, was created to hold "phantom stock" in HOC. Phantom stock is not actual stock, but a form of deferred compensation that HOC gave to its employees...
IAC and Angie's List, (ANGI), announced an intricate transaction which will result in the combination of ANGI and IAC's "HomeAdvisor" unit "into a new pu...
Petitioner wife, ("PW"), has a bachelor of science degree in computer sciences from the University of Washington; and a master of sciences degree in computer engineer...
The City of Chicago, (the "City"), enacted the "CHAT" ordinance in 1973, well before the invention of the Internet and the resulting appearance of online tr...
In Year 1, Company, (C), completed a transaction ("the Original Transaction") in which: (i) C adopted an employee stock ownership plan, (ESOP); (ii) C facil...
CIT Group, Inc., (“CIT”), is flush with cash. As a result, it is offering to purchase shares of its common stock for cash, up to an aggregate purchase pri...
Plaintiff, Cheng Shin Rubber USA, is a Georgia-based wholesale tire distributor that sells tires to Les Schwab, ("LS"), in Oregon. Plaintiff ships the tires from a po...
To much fanfare, President Trump released, in very broad terms, his vision for reforming the U.S. tax system. The proposals incorporate many of the ideas he espoused on the cam...
X Corporation, (X), acquired all of the stock of Y Corporation, (Y), in exchange for voting stock of X. Prior to the exchange, Y had an issue of six percent, 10-year...
Costco Wholesale Corporation, ("COST"), announced that its Board of Directors, for the second time in the last 26 months, has declared a "special cash dividend&q...
"The Corporation" is a New Jersey corporation that, in 1997, elected to be taxed as an 'S' corporation. Until February 2010, Mr. P, a non-resident of the Gard...
Becton, Dickinson and Company, ("BDX"), and C.R. Bard, Inc., (BCR), have entered into a definitive agreement pursuant to which "BDX will acquire BCR for $317 per...
TP is a railroad that transports coal throughout various central and southern states. In 1981, Competitor, (CO), joined with others to construct a pipeline thro...
Respondent determined a deficiency in decedent's 2008 Federal income tax in the amount of $41,257,103. Decedent was the founder and CEO of Monster Worldwide, Inc., ("M...
Pursuant to a bankruptcy plan to be approved by the Bankruptcy Court, the taxpayer, ("TP"), will engage in a reorganization whereby one of its subsidiaries, Distribut...
Mr. Y acquired eight rental real estate properties secured by nonrecourse mortgages held by X. X later became insolvent and its assets were taken over by Y1. Mr. Y had defaulte...
Mr. A, Mr. B, and Mr. C owned all of the stock of T. T's sole asset was a contract to provide a fixed quantity of Product M to one customer at a fixed price. Ther...
While the first quarter earnings presented by Goldman Sachs Group, (GS), were, in many ways, disappointing to investors, the one area in which GS excelled was with respect to i...
The property at issue is backup power equipment situated on leased premises around Manhattan and emergency backup generators, each capable of generating between 400 a...
During 2000, husband, (H), moved into a St. Louis, (STL), residence owned by CB. On August 10, 2000, CB executed a quitclaim deed in favor of H and herself for the ST...
In its 2008 franchise tax reporting period...Owens Corning, ("OC"), made a one-time payment of $2,195,316,694 into an asbestos trust fund. It included the payment as...
Swift Transportation Company, (STC), and Knight Transportation, Inc., (KTI), recently announced a business combination which will, in form, constitute an acquisition by STC of...
Enacted in 2001 by the Florida Legislature, the Communications Service Tax, ("CST"), imposed a 6.8 tax rate on cable service and a 10.8 percent tax rate on satellite...
BlackBerry Limited, (BBRY), announced a "binding interim arbitration decision" awarding BBRY a staggering $814,868,350.00 in "royalty overpayments" made to...
In the case of a foreign corporation, Sec. 887(a) of the Internal Revenue Code imposes for each taxable year a tax equal to four percent of the foreign corporation's U.S. s...
On April 26, 1965, petitioner acquired all of W's outstanding stock for $5. As of that date, W changed its name to I. As of December 31, 1966, I owed petitioner $...
M Corporation, (M), owned 50 percent of the stock of N Corporation, (N). Unrelated foreignindividuals owned the remaining 50 percent. M sought to acquire the 50...
Commerce Clearing House, ("CCH"), an important source of tax information, does a wonderful job of laying out the myriad considerations new business owners should take...
C is a joint venture among affiliates of X corporation and Y corporation that is currently engaged in "Business." C and its subsidiaries hold all of the general partn...
Petitioner is an Iowa corporation engaged in publishing and television broadcasting. The portion of its "entire net income" allocated to New York was determ...
Taxpayer, ("TP"), is (vis a vis the state of Washington) an out-of-state company that provides investment advisory and management services. TP has but one customer, t...
TP, a domestic corporation, owns shares in another corporation. Such other corporation declared a cashdividend payable on January 2, 1937 to shareholders of rec...
Liberty Interactive Corporation, ("LIC"), we had previously written, was going to face some challenges effecting tax-free spin-offs or split-offs, because the company...
This action arises from a well-known merger agreement (the Agreement), which was never consummated, under which ETE, a Delaware limited partnership, agreed to acquire the asset...
For as long as I can remember, the manner in which cruise ship operators are taxed has been a favorite topic of politicians and pundits criticizing the inequities in the U.S. t...
T Corporation, (T), owned all of the stock of X Corporation, (X), Y Corporation, (Y), and W Corporation, (W). T formed a new corporation, P, and the latter formed a t...
Nextera Energy, Inc., (NEI), owns several Florida power companies. These companies operate nuclear power plants. Nuclear power plants utilize fuel in the form of rods of enrich...
Greenlight Capital, (Greenlight), has, to much fanfare, proposed that General Motors, (GM), should distribute "a second class of common stock," what Greenlight refers...
The Financial Accounting Standards Board, ("FASB"), has altered the manner in which one accounts for the premium at which callable debt securities are purchased. It d...
See's Candies, Inc., ("S"), is a California corporation selling candy in Utah. It has had a physical presence in Utah through its stores. It also sells candy by c...
In a recent case, the judge was decidedly unsympathetic to the entreaties of taxpayers who asked the court to ignore the form of their transactions that (i) they had agreed to,...
The Internal Revenue Service determined deficiencies in Amazon.com's ("ACI") Federal income taxes of $8,380,790 and $225,653,149 for 2005 and 2006, respectively....
Now that the sale of Yahoo! Inc.'s "core" business is nearing completion, attention is once again focused on the company's "investment" assets and t...
The Summer Work Travel Program, ("SWTP"), is administered by the U.S. Department of State. RL was a citizen of Finland. He entered the U.S. on May 21, 2012, and depar...
TP is a provider of pharmaceutical products for senior citizens in healthcare facilities. The medications at issue are those provided in "blister packs."
Yahoo's recently filed proxy materials provide an update on the company's progress in divesting its business operations and on the nature and scope of the company's...
The stock of P is owned by four individuals. For over five years, P has owned all of the stock of X and Y. P is a pureholding company. X has been engaged in the...
The parent company of Cision, and another corporation, Capital Acquisition Corp. III, ("CLAC"), recently announced the execution of a definitive agreement "in wh...
Client, (C), is a C Corporation that is incorporated in the state of Connecticut. C is a managing general underwriter, specializing in the marketing, underwriting, pr...
Deutsche Bank A.G., ("DB"), is planning an unusual rights offering which will, it hopes, raise approximately 8 billion euros to shore up its capital base. The offerin...
R, an individual, is the sole proprietor of each ofIG and RD. R's home consists of 7,272 square feet of living space, which includes the garage. R's two...
TP is a real estate investment trust, (REIT). TP owns stock of several foreign subsidiaries that are classified as associations and for which elections have been made...
In October 2016, R.R. Donnelley & Sons Company & Subsidiaries, ("RRD"), distributed, in a tax-free transaction, 80.75 percent of the stock of its subsidiaries...
TP pays bonuses to its eligible employees under its incentive compensation plan ("ICP"). The aggregate amount of bonuses accrued for book purposes is finali...
Information released by Actelion in advance of its general shareholders' meeting establishes, conclusively, that the "demerger" to be undertaken in connection wit...
W, an individual, failed to report his income from BFC, an 'S' corporation, consistent with the Form K-1 that BFC prepared for him. W calculated his share of...
A subsidiary of Intel Corporation, (INTC), will commence a tender offer to acquire all of the issued and outstanding shares of Mobileye N.V., (MBLY) for $63.54 in cash. Will tax...
Plaintiff is a wholly-owned, indirect subsidiary of Altria Group, Inc., ("MO"). Plaintiff is organized under the laws of Delaware and has its principal place of...
It had been unclear whether the acquisition by Fairfax Financial Holdings Limited, ("FFH"), of Allied World Assurance Company Holdings, AG, ("AWH"), would q...
The Financial Accounting Standards Board, ("FASB"), has decided that the financial statement reporting of "net periodic pension cost" is due for an overhaul...
The legislation designed to "Repeal and Replace The Patient Protection and Affordable Care Act" contains numerous tax provisions. Some of the most unpopular tax levie...
A, a U.S. corporation, is a wholly-owned, indirect subsidiary of B, a publicly traded Country M corporation that is the common parent of a global group of companies e...
Huntsman Corporation, (HUN), is in the final stages of effecting a spin-off of its pigments and additives business. A new corporation, Venator Materials Corporation, (VMC), has...
NL, Inc., (NL), was organized and incorporated in Delaware in 1938. 500 shares were authorized of which 100 were issued and outstanding. The petitioner, (N), owned 48...
McKesson Corporation, ("MCK") and Change Healthcare Holdings, Inc., ("CHC"), recently announced their intention to form a joint venture, which will be treat...
A domestic corporation owned 100 shares of stock in a foreign corporation. In the current year, two subscription rights were awarded with respect to each share in the...
FH and DD were organized for the purpose of constructing and operating rental housing projects. They leased a tract of land on which they constructed residential unit...
The South Dakota legislature recently enacted, and the Governor signed into law, a bill that would impose sales tax collection obligations on certain purveyors of goods and ser...
Mr. John P. McManus, ("M"), filed a refund claim with the I.R.S. His refund claim arises in connection with a three-day backgammon match that took place in the U.S. F...
It was widely reported last week that, due to "operational issues" the firm has identified, Morgan Stanley conveyed to several million of its clients "incorrect&...
The deceased and his wife owned undivided 1/2 interests as tenants in common in certain improved real property ("the CS property"). The CS property was leas...
The issue is whether petitioner, ("P"), is entitled to deduct, as medical expenses, amounts paid for treatment not routinely or universally recognized. P suffers from...
X Corporation, (X), has outstanding a single class of commonstock, 1/2 of which was owned by a father and the other 1/2 of which was owned by his son. Under the...
This year's eagerly awaited version of the "Warren Buffett letter" contained, surprisingly, an excellent tutorial on the taxation of intercorporate dividends, and...
TP was incorporated in Year 1 and is a wholly owned subsidiary of P1, itself a wholly owned subsidiary of P2. In Year 2, TP acquired 100 percent of the issued and outstanding e...
February 28, 2017 - Volume 11 Issue 39Print Report
Random House, (RH), and its publishing groups published works of fiction and non-fiction in various formats. During the years at issue, sales of printed books account...
MacDonald, Dettwiler and Associates, Ltd., (MDA), a Canadian corporation, and DigitalGlobe, Inc., (DGI), a domestic corporation, have entered into a definitive merger agreement...
February 24, 2017 - Volume 11 Issue 37Print Report
On Date 1, Corporation B, (CB), incorporated Corporation A, (CA). CB agreed that, until CB contributed assets to CA, CA would remain a "shell" corporation w...
Education expenses are deductible (as miscellaneous itemized deductions in the case of an employee) if the general requirements of Sec. 162 of the Code, and the speci...
February 23, 2017 - Volume 11 Issue 36Print Report
W was the sole shareholder of WC. W also operated a soleproprietorship. During the taxable years 1974-1976, the corporation incurred $114,472.91 in federal tax...
B. Riley Financial, Inc., (BRF), recently signed a "stock for stock merger agreement" to acquire FBR & Co., (FBR)...in "a transaction valued at $160.1 millio...
February 22, 2017 - Volume 11 Issue 35Print Report
In September, 1999, petitioners, husband, (H), and wife, (W), and HB formed a California limited liability company named I. I is a medical technology company that pro...
February 21, 2017 - Volume 11 Issue 34Print Report
For the tax years ended December 31, 1999 through February 10, 2006, the taxpayer, ("TP"), was an Alabama banking corporation known as "SB." Effective as of...
Summa Holdings, Inc., ("SH"), is the parent corporation of a group of companies that manufacture a variety of industrial products. JBJ, an individual, owned 23.18 per...
As is by now well-known, SoftBank Group Corp., ("SB"), and Fortress Investment Group LLC, ("FIG") have entered into a definitive merger agreement pursuant t...
February 16, 2017 - Volume 11 Issue 32Print Report
Following service of a notice of levy on a bank covering unpaid income tax due from a taxpayer, it was discovered that the bank was not in possession of any property,...
Arconic, Inc., (ARNC), in connection with its spin-off of the company now known as Alcoa Corporation, did not engage in a total separation but, instead, retained some 19.9 perc...
February 15, 2017 - Volume 11 Issue 31Print Report
Petitioner, ("P"), filed Form IT-203 (New York State Nonresident and Part-Year Resident Income Tax Return) for each of the years 2009 and 2010. The Division of Taxati...
In this week's edition of Barron's, the estimable Andrew Bary authored an article in which the merits of investing with the likes of Bill Ackman and Dan Loeb was discus...
February 14, 2017 - Volume 11 Issue 30Print Report
In March 2002, H, an individual, formed THI. THI was an 'S' corporation. On December 6, 2002, H filed articles of amendment changing the name of the corporation to DTRI...
D is engaged in Business X that includes Segment A and Segment B. Each of Segment A and Segment B is engaged in Operation A and Operation B. D wholly owns DO. DO wholly owns DU...
This case involves the tax treatment of a canceled debt. Sec. 61(a)(12) of the Internal Revenue Code defines "gross income" to include income from cancellation of deb...
February 10, 2017 - Volume 11 Issue 28Print Report
Genentech, Inc., ("G"), is a Delaware corporation with a principal place of business in California. G earns business income in the Commonwealth of Massachusetts. G is...
TP elected to be taxed as a real estate investment trust (REIT) for its taxable year ended Date 1. Previously, shares of a single class of common stock of TP were iss...
Mr. G, (G), was a resident of Florida. On March 17, 1997, O, an 'S' corporation, sold its assets to AARC, a Florida corporation and an affiliate of JFF, an Al...
Petitioner was a resident of Connecticut. Petitioner was employed by American Airlines, Inc., (AA), for many years until his retirement on April 30, 2005. While so em...
It is by now well-known that the centerpiece of the House Republicans’ vision for tax reform is the replacement of our current, income based, approach to taxati...
Corporation, (C), has outstanding three classes of preferred stock and one class of common stock. The classes of preferred stock are: First Preferred Series, Other Pr...
Altria Group, Inc., ("MO"), at one time, owned 430 million shares of SAB Miller, an approximate 27 percent stake therein. At that level of ownership, there was no que...
ONEOK, Inc., (OKE), and ONEOK Partners, L.P., (OKS), have reached a definitive agreement which envisions the "roll-up" of OKS, thus terminating its existence as a pub...
California's franchise tax is imposed on every corporation that is "doing business" within California.... The phrase, doing business, means "actively engaged...
We have been fielding quite a few questions regarding how an Actelion shareholder will be taxed on his or her receipt of the package of consideration being offered (b...
The boards of each of Tesco PLC, ("T"), and Booker Group plc, ("BG"), have reached an agreement on the terms of a recommended "share and cash merger.&q...
Recently, La Quinta Holdings, Inc., ("LQ"), announced plans "to propose the separation of LQ's real estate business from its franchise and management busines...
C is a domestic corporation engaged in manufacturing. C has one class of voting stock outstanding of which approximately 36.7 percent is held directly and constructiv...
The Financial Accounting Standards Board, ("FASB"), has taken additional steps to simplify the procedures for determining whether, and the extent to which, an entity&...
D is a second-tier subsidiary within an affiliated group that files a consolidated tax return. P, the common parent of the group, is a holding company.
&nbs...
One of the more complicated determinations the tax code demands is the proper classification of distributions made by electing small business corporations, i.e., 'S' co...
SunCoke Energy Partners, L.P., (SXCP), has been a master limited partnership, (MLP), and, accordingly, its taxable income has not been subjected to entity level taxation. Inste...
Capital One Financial Corporation ("COFC") and its subsidiaries were incorporated, headquartered and domiciled outside of Oregon. One of COFC's subsidiaries, Capi...
Petitioner, ("P"), is a financial consultant developing investment portfolios for clients. P started his career with Waddell & Reed, Inc. The clients of Waddell &...
Over the last few years, one of the most common characteristics of spin-offs has been the wholesale "shifting" of debt from the distributing corporation to the distri...
In what may be the last set of regulations we may see for quite some time, the I.R.S. finalized regulations addressing the question of when the income earned by a publicly trad...
In 1989, JS Corporation, (JS), separated its pension plan into two separate plans: one for retired employees and one for active employees. JS then liquidated the reti...
Distributing, ("D"), is a State A corporation, the stock of which is both publicly traded and widely held. D owns 100 percent of the stock of Sub 1. Sub 1 conducts Bu...
In order to shore up the repeal of the General Utilities doctrine, in the The Tax Reform Act of 1986, Congress enacted certain rules that subject an 'S' corporation, as...
On January 17th, two business combinations were announced. One involves the acquisition by British American Tobacco, p.l.c., (BATS), of the stock of Reynolds American, Inc., (R...
GF or petitioner was an adjunct professor of English at both Barnard College and Columbia University. Petitioner filed a New York State resident income tax return for 2009 wher...
In one of the stranger transactions we have encountered, IEG Holdings Corporation, ("IEG"), is attempting to acquire a company substantially larger than itself. In pa...
Taxpayer, ("TP"), owns and operates a television station...that operates in the "upper 600 MHz band." TP's station operates pursuant to licenses and per...
On August 2, 1960, a "notice of levy" was served on JM, an individual, for the purpose of seizing and selling his shares of NW, Inc., (NW),stock and a...
The Financial Accounting Standards Board, ("FASB"), as part of its wide-ranging simplification initiative, has now tackled the issue of how indebtedness should be cla...
At the risk of oversimplification, there are, essentially, two ways to acquire a "business;" (i) a purchase of the assets of the business, or (ii) a purchase of the s...
P is a U.S. corporation. S is a German limited liability company. P owns all of S's stock. S's capital was increased; a portion of the increase represented a...
UnitedHealth Group, Inc., ("UNH"), and Surgical Care Affiliates, Inc., ("SCAI"), have announced a plan and agreement which envisions a tender offer on the p...
On May 20, 1981, the Zs, husband and wife, incorporated their farming operation under the name of ZFI ("the Corporation"). Each received 670 shares of stock...
Since the repeal of the "General Utilities" doctrine (the 30th anniversary of which occurred last October), a corporate liquidation has been an expensive proposition....
LVD and FJD are married. LVD is a general partner and owner of a 1/3 interest in the capital and profits of FJDMAS, a Maryland general partnership. FJD is likewise a...
From 1990 to 2001, JA served as president and chief financial officer of Tosco, Inc., ("T"). During that period, JA was domiciled in and performed services solely wit...
Petitioner, (P), holds a B.S. degree in electrical engineering from CT; and an M.S. degree in electrical engineering from UI. From March 2005 to May 2011, P worked for BC. BC i...
Taxpayer, ("TP"), was incorporated by Shareholder, ("SH"). SH transferred to TP his entire interest in several partnerships, PS 1 through 8. TP duly reporte...
D is a State A corporation the stock of which is publicly traded and widely held. The D Worldwide Group conducts Business B and Business C. D has decided to separate Business C...
December 30, 2016 - Volume 10 Issue 250Print Report
Under certain conditions, for financial accounting purposes, interest is capitalized as part of the acquisitioncost of an asset. Capitalization of interest is r...
Qualcomm Incorporated, ("QCOM"), announced that the Korea Fair Trade Commission, (the Commission), has reached a decision in its investigation of the company. The Com...
December 29, 2016 - Volume 10 Issue 249Print Report
During 1990, the petitioner, (C), a Mexican corporation, rented a fleet of tractors and trailers to another Mexican corporation, H. H did not pay rent for the use of...
December 28, 2016 - Volume 10 Issue 248Print Report
D is directly and indirectly engaged in Business A, Business B, and Business C through its domestic and foreign subsidiaries. D will engage in certain internal restructurings....
Through the years, the various and sundry Liberty companies have consistently engaged in separation transactions in which the stock of "mature" subsidiaries of the co...
Taxpayer, ("TP"), is a real estate investment trust, ("REIT"). In Month 1 of Year 1, TP acquired the stock of an affiliated group that files a consolidated...
December 27, 2016 - Volume 10 Issue 247Print Report
The company is a bank holding company which was formed in 1979. The primarypurpose for itsformation was to purchase a controlling interest in a bank....
December 23, 2016 - Volume 10 Issue 246Print Report
Mr. Gorski, (G), moved to Oregon in 1991. G worked as an "on-demand" airline pilot from 2004-2007. G became unemployed in 2004. He moved to Texas in March,...
December 22, 2016 - Volume 10 Issue 245Print Report
The state of California imposes a franchise tax on multistate corporations doing business within the state on the corporation's net income derived from...California employi...
Linde A.G., (L), and Praxair, Inc., (P), have announced that "the companies intend to combine in a merger of equals under a new holding company through an all-stock transa...
Tribune Media Company, (TRCO), recently announced that "it has agreed to sell substantially all of its Digital and Data business (D and D business) operations...to the Nie...
Fairfax Financial Holdings Limited, (FF), and Allied World Assurance Co. Holdings, A.G., (AW), each a foreign corporation, have entered into a definitive merger agreement. ...
In Year 1, TP issued convertible debentures due in Year 2, (Debentures). At issuance, TP incurred debt issuance costs which it duly capitalized and amortized over the term of t...
Very few rulings have been issued interpreting the provisions of Sec. 7874, the Code section that addresses "inversion" transactions. A recent Chief Counsel Advice Me...
December 20, 2016 - Volume 10 Issue 243Print Report
TP is a C corporation. TP is a real estate finance corporation. TP also conducts an investment management business through S. S intends to be treated as a taxable REI...
The current framework for bank capital is commonly known as "Basel III." In addition to the enhanced capital required by Basel III, regulators have sought to minimize...
Gilead Sciences, Inc., (G), was instructed by a federal jury to pay $2.54 billion to Merck & Co., (M), for using a patented invention as the basis for its drugs for hepatit...
December 16, 2016 - Volume 10 Issue 241Print Report
TP is an 'S' corporation. TP entered into an asset purchase agreement, (APA), that was structured as an installment sale. The agreement provided that, in exch...
Many investors have been patiently waiting for Dell Technologies, Inc., (DTI), (formerly known as "Denali") to take steps to "capture" the discount at which...
Sec. 1001(a) of the Internal Revenue Code provides that "the gain from the sale or other disposition of property shall be the excess of the amount realized over the adjust...
December 14, 2016 - Volume 10 Issue 239Print Report
Plaintiff owned 16,970 shares of common stock in VR. In June, 2008, Plaintiff sold the shares to AI. Plaintiff filed a federal income tax return for 2008 reporting th...
December 13, 2016 - Volume 10 Issue 238Print Report
JB married SB on October 7, 1977. Until his death, SB was a farmer who conducted his farming business as a sole proprietor. SB passed away on March 13, 2011. SB incurred certai...
Individual Proposals
Under current law, there are no fewer than seven different regular tax brackets with a top tax rate of 39.6 percent. The House Republican Tax Pla...
TP is the common parent of a consolidated group. TP is wholly owned by FP. FP also owns all of the stock of FS. TP owns the stock of S. Prior to its acquisition, S was publicly...
December 12, 2016 - Volume 10 Issue 237Print Report
Due to ongoing disagreements among the partners, most of the partners in PS, including TP, liquidated their interests in PS, leaving A and A's immediate family in...
December 9, 2016 - Volume 10 Issue 236Print Report
Parent, ("P") is a holding company that wholly owns LossCo, ("LC"), which is engaged in Business A. P filed for title 11 bankruptcy on Date 1, and on Date 3...
Fidelity National Financial, Inc., ("FNF"), is one of the few corporations that have wholeheartedly embraced tracking stock , the Liberty companies being...
Sec. 10(b) of the Securities Exchange Act of 1934 and the SEC's Rule 10b-5 prohibit undisclosed trading on inside...information by individuals who are under a duty of trust...
December 8, 2016 - Volume 10 Issue 235Print Report
A, an individual, is a shareholder of X. A contributes 100 shares of A's voting commonstock to Y, an organization described in Sec. 170(c). A retains the ri...
There would appear to be two principal ways of "gaining exposure" to MLPs: a direct investment and an indirect investment therein. While a direct investment means, si...
December 6, 2016 - Volume 10 Issue 233Print Report
In Year 1, F purchased franchise restaurants in the area of City and contributed the restaurants to Partnership (PS). F owns the majority of PS. F is PS's Operating Manager...
Even in the waning days of their tenure, the Treasury Department and the I.R.S. are "on the job." They have identified a transaction that they believe needs to be cur...
December 5, 2016 - Volume 10 Issue 232Print Report
TP sold property to a corporation in November, 1980 and received a note of the corporation. The note had a face value of $1,000x and provided that the corporation wou...
December 2, 2016 - Volume 10 Issue 231Print Report
D filed for relief under Chapter 7 on March 27, 2012. On Schedule B she listed "Annuity Prudential Variable Investment Plan" with a value of $12,188.23. On...
December 1, 2016 - Volume 10 Issue 230Print Report
Sec. 582(c) of the Code provides that in the case of a bank ...the sale or exchange of a bond, debenture, note or certificate or other evidence of indebtedness sha...
November 30, 2016 - Volume 10 Issue 229Print Report
Crutchfield Corporation, ("CC"), "does business" in Ohio. The business it carries on consists solely of selling goods from outside the state to its consumer...
To help distressed borrower/homeowners lower their monthly mortgage payments, FHFA directed each of Fannie Mae and Freddie Mac to implement the Principal Reduction Mortgage Pro...
November 29, 2016 - Volume 10 Issue 228Print Report
D Corporation, (D), is an 'S' corporation. Its stock is owned in equal proportions by SH1, SH2, and SH3, all of whom are unrelated to one another. D is engage...
Avnet, Inc., ("AV"), is a New York corporation with headquarters in Arizona. AV sells products through its headquarters in Arizona and through its many regional sales...
November 28, 2016 - Volume 10 Issue 227Print Report
TP filed a voluntary petition on Date 1 to reorganize under Chapter 11 of Bankruptcy Code. Under the Plan, which was approved by the court,certain classes of im...
November 25, 2016 - Volume 10 Issue 226Print Report
MG was engaged in leasing commercial real estate in various States. MG filed consolidated income tax returns with its wholly owned subsidiary, MBL. MG also owned 69.97 percent...
In the years at issue, Sunoco, Inc., (SUN), blended ethanol into its fuel and thereby qualified for a certain tax credit, the Alcohol Fuel Mixture Credit, ("Mixture Credit...
November 23, 2016 - Volume 10 Issue 225Print Report
In 2008, petitioners owned their primary residence in California ("California house") but worked in management positions requiring frequent trips to North Carolina. F...
Elliott Management, ("Elliott"), has set its sights on Marathon Petroleum Corporation, ("MPC"), and has come up with some recommendations that it would like...
While corporate mergers and other forms of business combinations are quite common, it is not often that MLPs engage in such transactions. However, now, we have a partnership me...
November 22, 2016 - Volume 10 Issue 224Print Report
T-M is a provider of cellular radio telephone services. As part of its cellular network, T-M maintains antennas and other cellular radio equipment housed, among other places, o...
HRG Group, Inc., ("HRG"), is a "pure" holding company. It owns stock in entities engaged in the insurance business, the energy business, the asset managemen...
Tesoro Corporation, ("TC"), and Western Refining, Inc., ("WR"), have entered into a plan and agreement pursuant to which TC will acquire all of the stock of...
November 21, 2016 - Volume 10 Issue 223Print Report
A taxpayer (TP) was granted options, both non-qualified options (NQOs) and Incentive Stock Options (ISOs), by his employer, A Corporation (A). Transferability of the...
WebMD Health Corporation, ("WMD"), generates a large amount of cash from its business and periodically uses that "surplus" cash to repurchase its stock.&nbs...
November 18, 2016 - Volume 10 Issue 222Print Report
BM, from 1998 until 2002 made various investments totaling $325,000 with CPR, a corporation that relied on private investors to conduct its business of buying and sel...
November 17, 2016 - Volume 10 Issue 221Print Report
P, a foreign corporation, owned all the stock of S, a domestic corporation. S conducted Business A. In its business, S maintained an inventory of component parts. At...
November 16, 2016 - Volume 10 Issue 220Print Report
On or about Date 1, TP's old principal residence ("Old") was involuntarily converted as it was destroyed in a presidentially declared disaster. On Date...
November 15, 2016 - Volume 10 Issue 219Print Report
In 1978, Y was formed as a limited partnership for the purpose of investing and trading in stocks and securities. A contributed $50 to Y in exchange for a general par...
Taxpayer, ("TP"), is a multichannel video programming distributor, (MVPD"), regulated by the Federal Communications Commission, ("FCC"), as a telecommu...
President-elect Trump is on record as favoring a broad array of tax rate reductions. In particular, he has consistently advocated a dramatic reduction of the U.S. corporation i...
November 11, 2016 - Volume 10 Issue 217Print Report
Petitioner owned several medical practice entities. In 2000, he organized YC, an 'S' corporation, to manage these entities. YC sponsored an employee stock own...
Reports about a President-elect's tax plan, assuming he or she has one, are quite common in the days following an election. Therefore, we would be remiss if we did not offe...
November 10, 2016 - Volume 10 Issue 216Print Report
Plaintiffs are the owners of six wind farms...near Los Angeles, California. They are alleging that the Government underpaid them by over $206 million when it made a grant to th...
November 8, 2016 - Volume 10 Issue 214Print Report
During the years at issue...Gerson Lehrman Group, Inc., ("GLG" or "petitioner"), provided consulting services to its clients. It employed experts, ("co...
American Axle & Manufacturing Holdings, Inc., ("AXL"), and Metaldyne Performance Group, Inc., ("MPG"), recently entered into a definitive merger agreeme...
November 7, 2016 - Volume 10 Issue 213Print Report
In June 2000, M purchased a Big Game Lottery ticket. M held the winning ticket for the June 9, 2000 drawing entitling him to a prize of $46,000,000. M decided that the annuity...
With the publication of the merger agreement, we now have clarity on the manner in which the business combination involving CenturyLink, Inc., (CTL), and Level 3 Communications...
November 4, 2016 - Volume 10 Issue 212Print Report
On Date 1, TP and B entered into an agreement, ("Agreement 1")...to use "their best efforts" to take a series of steps...designed to lead to TP's acquis...
November 3, 2016 - Volume 10 Issue 211Print Report
P has been actively engaged in two separate businesses for more than five years. P transferred the assets of one of its businesses to a newly-formed subsidiary, S, so...
SunCoke Energy Partners, L.P., (SXCP or the Partnership), is a publicly traded partnership (PTP). A PTP will be treated as a corporation unless at least 90 percent of its gross...
The transaction in which General Electric Company, ("GE"), and Baker Hughes, Inc., ("BHI"), will combine their oil and gas activities bears some resemblance...
November 1, 2016 - Volume 10 Issue 209Print Report
Petitioner is engaged in the banking andfinancial services business. During 1987-1989, petitioner placed in service $57,526,417 of furniture and fixtures at its...
October 31, 2016 - Volume 10 Issue 208Print Report
EFH (the old "TXU") is the common parent of an affiliated group of corporations that join in the filing of a consolidated federal income tax return. "SH" ow...
Rumors are circulating with respect to a possible business combination involving CenturyLink, Inc., (CL), and Level 3 Communications, Inc., (L3). Of particular interest is the...
Apparently, CenturyLink (CL) and Level 3 Communications (L3) are discussing a business combination. Questions have arisen regarding the impact, if any, the business c...
The proposed Time Warner and AT&T merger and the one announced, on the same day, by B/E Aerospace, Inc., ("BEAV"), and Rockwell Collins, Inc., ("COL"),...
October 27, 2016 - Volume 10 Issue 206Print Report
A, B, and C own 40 percent, 20 percent, and 40 percent of the stock of X, respectively. B, D, and E own 45 percent, 30 percent, and 25 percent of the stock of Y, resp...
October 26, 2016 - Volume 10 Issue 205Print Report
A is a domestic corporation. A plans to enter into a joint venture with B, an unrelated Country X corporation, to manufacture the "Y" in Country X.
<...
Current Generally Accepted Accounting Principles, ("GAAP"), prohibits, for unknown reasons, the recognition of current and deferred taxes for a so-called "intra-...
Scottrade Financial Services, Inc., (SFS), has two businesses only one of which is of interest to its suitor, TD Ameritrade Holding Corporation, (AMTD). This is not an uncommon...
October 25, 2016 - Volume 10 Issue 204Print Report
P Corporation, (P), owned 99 percent of the outstanding stock of S, an operating subsidiary. P created, in order to "squeeze out" the minority shareholders...
AT&T, Inc., (T), and Time Warner, Inc., (TWX), in case you haven't heard, announced a merger agreement over the weekend which contemplates the acquisition by T of the a...
October 24, 2016 - Volume 10 Issue 203Print Report
In order for Sec. 355(a) of the Code to apply to a "spin-off" or a "split-off," among other conditions, the most fundamental requirement that has to be comp...
October 21, 2016 - Volume 10 Issue 202Print Report
X is a limited liability company. As part of an initial public offering (IPO) for a to-be-formed partnership, (PS), X intends to contribute assets related to its fluid handling...
October 20, 2016 - Volume 10 Issue 201Print Report
The taxpayers are in the credit card account business. The taxpayers' receipts are derived from interest, "interchange," and service fees. The issue is how the re...
SUPERVALU, (SU), was poised to dispose of its Sav-A-Lot, (SAL), operation in a highly unorthodox manner. SU was going to secure an infusion of capital, in the form of non-votin...
ABI/SAB Miller
The transaction has closed. The “partial share alternative” was heavily subscribed for with the result that Altria and Bevco received fewer shares...
October 18, 2016 - Volume 10 Issue 199Print Report
From the 1970s to the 2000s, Congress provided tax exemptions for domestic corporations...that sold products abroad. The tax exemptions were challenged by the World Trade Organ...
Silgan Holdings, Inc., (SHI), is engaging in a Dutch Auction self-tender offer, its second in the past two years. In this year's iteration, SHI is offering to purchase up t...
October 17, 2016 - Volume 10 Issue 198Print Report
One of the hallmarks of an "inversion" transaction (a transaction in which the stock of a domestic corporation is acquired by a foreign corporation) is the practice o...
A domestic corporation ("ACQ") enters into an agreement (the Contract) with another corporation (T) pursuant to which the parties agree to undertake a series of steps...
October 14, 2016 - Volume 10 Issue 197Print Report
The taxpayers were married and had one child, a daughter, when they purchased Residence 1 on Date 1. Residence 1, a condominium, contained two small bedrooms and two baths.&nbs...
Altria Group, Inc., (MO), recently disclosed that it fared very well in the aftermath of the business combination involving AB InBev, (AB), and SABMiller.
...
October 13, 2016 - Volume 10 Issue 196Print Report
Mr. Dudley B.Merkel, (M), owned 25 percent of HMH, a partnership. On September 1, 1991, Great Western Bank granted forgiveness to HMH of a $1,439,000 non-recour...
Mylan N.V., ("MYL"), announced, on October 7, 2016, that its domestic subsidiary, Mylan, Inc., ("MI"),* has agreed to the terms of a $465 settlement with th...
October 11, 2016 - Volume 10 Issue 195Print Report
X Corporation, (X), has been in the poultry processing business since 1965. In 1968, X went into the chicken farming business as a separate and distinct operation.
CBS announced plans to divest its subsidiary, CBS Radio, Inc., ("Radio"), by means of a combination transaction involving (i) an initial public offering of a portion...
The taxpayer, ("TP"), is incorporated in Delaware; and is headquartered in Texas. TP operates an online daily fantasy sports website that allows Users to enter daily...
October 10, 2016 - Volume 10 Issue 194Print Report
Corporation A, (A), maintains Plan X, a defined contribution plan which is qualified under Sec. 401(a) of the Internal Revenue Code. Plan X is not an employee stock o...
Met Life, Inc. is in the process separating its massive retail life insurance and annuity business (which will be housed in a corporation to be formed by Met Life, known as Bri...
P corporation, ("P"), owns S1, which owns all of the stock of S2. S2, in turn, owns all of the stock of S3; and the latter owns all of the stock of S4. S4 is, and has...
JB is a non-resident of Oregon. He began working for the U.S. Postal Service in Oregon in 1978. He worked in that office for approximately 14 years, and then moved to...
SBA Communications Corporation, ("SBAC"), recently announced its intention "to take all necessary steps for it to qualify as real estate investment trust, ("...
Allergan plc, through one of its U.S. affiliates, "Holdco," has entered into an agreement to acquire the stock of Tobira Therapeutics, Inc., ("TBRA"), in a...
Janus Capital Group, Inc., ("JNS"), and its foreign rival, Henderson Group plc, ("HGG"), have announced plans to merge in a transaction in which JNS, a dome...
X is a publicly traded partnership (PTP or MLP). X is engaged in the retail and wholesale supply, marketing, and distribution of propane. X's business consists pr...
September 30, 2016 - Volume 10 Issue 189Print Report
JH, a resident of New York, died testate on January 31, 2008. At that time, he owned a 99 percent interest in JHF, LLC ("JHF"). JH's daughter and son each held a...
One of the more interesting business combinations we have encountered is the acquisition by Ares Capital Corporation, ("ARCC"), of American Capital, Ltd., ("ACAS...
September 29, 2016 - Volume 10 Issue 188Print Report
TP is a real estate investment trust, (REIT). TP's principal activity is to acquire and hold mortgage loans secured by mortgages and deeds of trust and mortgage b...
The I.R.S. has issued proposed regulations clarifying certain requirements a corporation must adhere to in order to qualify as a "regulated investment company" ("...
The Financial Accounting Standards Board, ("FASB"), has issued (on September 22, 2016) a proposed Accounting Standard Update, ("ASU"), entitled "Premiu...
September 26, 2016 - Volume 10 Issue 185Print Report
C is a domestic corporation incorporated in State M. B is a new corporation incorporated in State M. C has conducted its business operations in separate divisions: D1...
Lennar Corporation, (L), and WCI Communities, Inc., (WCI), have announced that they have entered into a definitive merger agreement under which "Lennar will acquire all of...
September 23, 2016 - Volume 10 Issue 184Print Report
For the period in question, Sears, (S), paid the full amount of sales tax due on goods sold from its retail stores in Maine. S had a financing agreement with a third-...
September 22, 2016 - Volume 10 Issue 183Print Report
On February 25, 2005, CL, a partnership, acquired, for $13.8 million, the RBH Hotel in Tampa, Florida. The property consisted of land and improvements thereon....
There are different ways in which a business (or other group of assets) can be acquired. Thus, an acquirer can acquire the assets used in the business directly from the seller,...
September 21, 2016 - Volume 10 Issue 182Print Report
Between 1999 and 2008, B's federal taxable income, as reported on its Maryland returns, ranged from $109 million to $1.288 billion. B was a North Carolina state chartered c...
Forbes' corporate finance columnist, the estimable Antoine Gara, on September 15, 2016, wrote a very interesting article speculating on whether, and how, in light of the We...
One of the more interesting transactions we have encountered was Tribune's attempted "tax-efficient" divestiture of Newsday. This transaction was structured to av...
September 16, 2016 - Volume 10 Issue 179Print Report
An 'S' corporation liquidates, distributing all its assets to its shareholders. One or more suchshareholders form a new entity, either a single member d...
Eneris Americas, (ENE), owns some 59.98 percent of the stock of Endesa Americas, (END). Each such corporation is a foreign corporation. ENE is interested in acquiring all of EN...
September 15, 2016 - Volume 10 Issue 178Print Report
On Date 2, Y Corporation, Y, and Z Corporation, Z, were merged in a transaction to which Sec. 381 of the Internal Revenue Code applies. Z merged into Y in a transacti...
At a hedge fund conference yesterday, Mr. Joseph Tsai, Vice-Chairman of Alibaba Group, made some widely-circulated comments that strongly suggested that Alibaba Group sees no pa...
Some investors are hoping that Liberty Media Corporation, (LM), will spin-off Braves Holdings, (AB), the owner and operator of the Atlanta Braves National League baseball club....
September 14, 2016 - Volume 10 Issue 177Print Report
On August 1, 2011, SC, a District of Columbia corporation, made two filing with the Maryland State Department of Taxation and Assessments, (SDAT). The first filing wa...
TP, who is almost certainly AbbVie, announced, in a press release, the combination of TP and T (who is almost certainly Shire plc), a foreign corporation.
...
Yahoo! Inc. (YHOO) has issued preliminary proxy materials with respect to the shareholder votes it is seeking in order to proceed with the sale of its "core business"...
September 13, 2016 - Volume 10 Issue 176Print Report
In Staff Accounting Bulletin, (SAB), No. 54, Application of "Pushdown" Basis of Accounting in Financial Statements of Subsidiaries Acquired by Purchase<...
September 12, 2016 - Volume 10 Issue 175Print Report
TP is a manufacturer of equipment whose headquarters and sole production facility are located in Virginia. A majority of TP's equipment is sold to the U.S. govern...
September 9, 2016 - Volume 10 Issue 174Print Report
P Corporation, (P), is a manufacturing corporation organized under the laws of State A. T Corporation, (T), is also a manufacturing corporation organized under the la...
Hewlett Packard Enterprise, ("HPE"), it seems safe to say, is, when it comes to divesting "extraneous" parts of its business, partial to Reverse Morris Trus...
September 8, 2016 - Volume 10 Issue 173Print Report
Company ("C") conducted marine surveys of the outer continental shelf in the Gulf of Mexico. The surveys involved the use of geophysical techniques that detected or s...
CF Industries Holdings, Inc., (CFI), announced that its board of directors has done what many other boards faced with similar circumstances have opted to do: CFI's board of...
September 6, 2016 - Volume 10 Issue 171Print Report
Sec. 856(c) of the Internal Revenue Code defines a real estate investment trust ("REIT") by setting forth various requirements. One such requirement, perhaps the one...
Yum! Brands, Inc. (Y) is on the verge of completing its long-awaited separation of its business and operations in China. Such separation will be effected by means of a spin-off...
Enbridge, Inc., (ENB), a Canadian corporation, and Spectra Energy Corp., (SE), have entered into a merger agreement "under which ENB and SE will combine in a stock-for-sto...
Clearly, the last week in August's news cycle, at least as far as the business pages are concerned, has been thoroughly dominated by commentary regarding Apple Inc.'s (...
September 2, 2016 - Volume 10 Issue 170Print Report
TP intends to acquire multifamily properties in selected markets throughout the U.S. TP intends to make an election to be treated as a real estate investment trust (R...
The Tax Reform Act of 1986 rendered losses from rental activity per se passive. Congress subsequently enacted Sec. 469(c)(7) to create an exception to the per se bar on deducti...
Petitioner, ("P"), is a Delaware limited liability company. SLG is also a Delaware limited liability company. Under an Agreement of Sale dated April 9, 2007, P and SL...
At one time, the I.R.S. issued "comprehensive" private letter rulings with respect to spin-offs and split-offs. Beginning in 2003, it reduced the aspects of a spin-of...
Investors pay a great deal of attention to an entity's Statement of Cash Flows and give more "credit" to cash inflows and outflows from operating activities than...
In 1979, petitioner purchased a condominium apartment in the Bronx, New York (Douglas Avenue apartment). Petitioner's wife continues to reside in the Douglas Avenue apartme...
The business combination between Anheuser-Busch InBev SA/NV (ABI) and SABMiller plc (SAB) appears to have undergone some changes, both structurally and in terms of the amount o...
A distribution of the stock of a controlled corporation will not qualify under Sec. 355(a) of the Code where it is found to have been used principally as "a device" f...
Dr. S, Dr. J, Dr. R, and Dr. P are medical doctors. On June 1, 1970, the four doctors incorporated a personal service corporation, C,under the laws of the Commo...
On August 1, 2002, A purchases 100 shares of X stock for $100 per share, writes a 12-month call option on 100 shares of X stock with a strike price of $110, and purch...
Plaintiffs owned and operated Crescent Towing in Crescent, Oregon. Among the items of property Plaintiffs owned in 2007 and used in their business was a "large s...
Liberty Media Corporation, ("L") owns Braves Holdings LLC, ("AB"), the owner and operator of the Atlanta Braves baseball team. L has owned AB for more than...
TP, the owner of shares in Coca Cola Company, (CCC), exchanged such shares with another individual for shares of Coca Cola International, (CCI). The value of the shar...
D corporation ("D") is the parent of a worldwide group of entities. Mr. A owns "a%" of the stock of D and directly participates in the management or operati...
American International Group, Inc., ("AIG") and Arch Capital Group Ltd. ("Arch") recently announced a transaction which entails a sale by AIG, and a concurr...
The taxpayer, TP, owns and operates out of his house an "adult home care" business. The residents live full-time in TP's house. TP provides 24-hour supe...
TP is an exempt organization under Sec. 501(c)(7) of the Internal Revenue Code. TP is a social and recreational club located in Town formed for the purpose of outdoor...
The taxpayer is a State corporation which had been formed on Date 1. Since its incorporation more than five years ago, the taxpayer has engaged in "Business."...
The merger of The Williams Companies, (WMB), with and into ETC, a corporation created by Energy Transfer Equity L.P., (ETE), was terminated because a condition to closing, the...
D is a State L corporation. The D Group is engaged in several lines of business, including the "Transferred Business." D owns the stock of C, SA, SB, SC, and SD, each...
As of January 1, 1988, TPs had made interest-free demand loans to Foundation, (F), with a total unpaid balance of $352x. The average loan balance owed to TPs by F dur...
Petitioner, a Florida domiciliary, is an executive in the magazine publishing industry. He serves as the Chairman of Universal Media. During 2007, petitioner maintained a "...
Irwin Naturals, ("I"), is in the business of developing, marketing, and selling nutritional products. From 2002 through 2009, I made wholesale sales to retailers and...
Vail Resorts, Inc., (MTN), has reached an agreement for the acquisition of its Canadian rival, Whistler Blackcomb Holdings, Inc., (WB). As with most acquisitions of Canadian co...
Mr. Hom failed to file a tax form known as the "FBAR" for three accounts he held in 2006 and one account he held in 2007. Mr. H was assessed a total penalty of $40,00...
An entity organized as a corporation reported a refundable credit for a prior year minimum tax on its Form 1120, "U.S. Corporation Income Tax Return." The Internal Re...
In May, Hewlett Packard Enterprises, ("HPE"), announced a spin-off of its IT Services business. The spin-off, part of a so-called Reverse Morris Trust (RMT) transacti...
Mr. D, (D), accepted employment in Boston and began work on August 17, 1998. During a visit to Boston on August 9, 1998, D made a deposit toward the purchase of a con...
A lawsuit instituted by the Chamber of Commerce of the United States and its Texas counterpart seeks to overturn the most controversial element of the April 2016 anti-inversion...
Sec. 104(a)(1) of the Internal Revenue Codegenerally provides that gross income does not include "amounts received under workmen's compensation acts as...
Educational expenses are deductible if the expenses maintain or improve skills required by the individual in his employment or other trade or business. Expenses are not deducti...
Shareholders of acquired corporations generally do not pay tax on the portion of the consideration they receive that consists of stock in the acquiring corporation. However, th...
TP is a manufacturer, supplier, and recycler of paper and corrugatedpackaging products. On January 26, 2009, TP filed a voluntary petition under Chapter 11 of t...
“COD” Income
Gross income means income from whatever source derived, unless specifically excluded. Gross income includes “income from discharge of indebtedness” (&...
SUPERVALU, Inc., (SU), owns all of the stock of Save-A-Lot, Inc., (SAL). For valid business reasons, SU has decided to separate SAL from itself (the "Separation"). Or...
EFH is in bankruptcy. It conducts two businesses, a "regulated" business and a "competitive" business. Most of EFH's activities are conducted by disrega...
The adequacy of income tax disclosures has recently been called into question by investors and analysts. This focus on a company's tax situation has been precipitated by a...
Whole Foods Market Group, Inc., ("WFMG"), a Delaware corporation, distributed and sold natural and organic food products at its retail stores throughout the United St...
We understand that the format for the ABI/SAB business combination might (will?) have to be altered. Apparently, what had been envisioned as a "scheme of arrangement"...
Eaton Corporation engaged in one of the early "inversion" transactions, in 2012, with Cooper Industries plc as its counterparty. The parties formed a new holding comp...
Micron Technology, Inc., (MTI), on July 20th, became the latest in a long list of companies which have, with a view towards protecting one of their most valuable assets, their...
Petitioner is a mining company organized under the laws of the state of Colorado in 1926 with a fixed period of existence of 20 years from its incorporation.
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Not surprisingly, Yahoo! Inc., (YHOO), announced that it had reached an agreement with Verizon Communications, Inc., (VZ), which envisions the sale of YHOO's "core bus...
W Corporation, (W), engages in businesses A, B, and C. UnrelatedX Corporation, (X), also engages in business A through its wholly-owned subsidiary, Y Corporatio...
Exxon Mobil Corporation ("XOM") has topped a rival's bid for InterOil Corporation ("IOC") and the latter is now enthusiastically endorsing XOM's off...
As of the first day of Year 1, LLC, a partnership for tax purposes, owns several commercial office buildings that it leases to unrelated third parties.
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A taxcontroversy concerned the Greenes' donation of the long-term capital gain portion of certain futures contracts they owned to a tax-exempt private found...
One of the most significant pieces of tax jurisprudence over the last half-century is the Supreme Court's decision in Quill Corporation v. North Dakota , 504 U...
On February 21, 2007, petitioner and R, as buyers, and Js, as sellers, executed a contract. Pursuant to the contract, the Js agreed to sell and petitioner and R agree...
Target Corporation, (TC), sought to create a holding company structure in the most tax unobtrusive way possible. Step 1saw the formation by TC of a new domestic...
The Wall Street Journal is reporting that the Treasury Department and the I.R.S. are in the process of finalizing rules that will make it clear that certain conversion ratio ad...
The most fundamental of the spin-off requirements is the so-called "control" requirement. Sec. 355(a)(1)(A) of the Code provides that, for a distribution to qualify f...
Sen. Wyden, D-OR, the ranking member of the Senate Finance Committee, has introduced a bill that would make it more difficult, but by no means impossible, for a corporation tha...
BI was incorporated in 1965. In 1968, BE established a subsidiary shell corporation, BM. On April 23, 1970, BI was merged with andinto BM which then changed its...
A "financial transactions tax" has been talked about on or off for the last several years. In an attempt to make a tax an issue in this year's Presidential electi...
Oldco, a C corporation, made an election on Date 1 to be treated as an 'S' corporation as of Date 0. P, a State Y LLC, owned Holdco, and Holdco owned Newco, a...
Ahead of schedule, the I.R.S. issued, on July 14, 2016, proposed regulations designed to address "abuses" that had cropped up in the world of spin-offs. It is not a s...
Taxpayer, TP, a C corporation, owned all of the stock of Corporation A, CA. In Year 1, CA sold approximately "x" acres of land and other real and personal p...
Where a corporation redeems stock from a retiring shareholder the fact that the corporation, in purchasing the stock, satisfies the continuing shareholder's execu...
Private Bancorp, Inc., (PBI), and Canadian Imperial Bank of Commerce, (CIBC), have entered into an agreement and plan of merger pursuant to which the former will be acquired by...
Triad Guaranty Inc., ("Debtor"), is the parent of Triad Guaranty Insurance Corp. ("TGIC"). TGIC, in turn, is the parent of Triad Guaranty Assurance Corp (&q...
If all goes according to plan, Yahoo! Inc. (YHOO) will soon dispose of its "core" business, most likely in a taxable transaction, and distribute the proceeds derived...
ASU 2016-09. When a corporation grants an “NQO” to an employee…it recognizes compensation expense and records a tax benefit equal to the product of (i) t...
Taxpayer, (TP), is a widely held, publicly traded State A corporation. It seems clear that TP is Pinnacle Entertainment, Inc. TP is an owner, operator, and developer of casinos...
1. C is a sole proprietor engaged in the business of developing and leasing real property. In 2016, C obtains a loan of $10 million from a bank and uses the proceeds to constru...
MSC Industrial Direct Company, Inc. ("MSC") has surplus funds that it wishes to "return to shareholders." To this end, MSC is offering to purchase for cash...
Corporation A, (CA), is a domestic C corporation with one class of common stock outstanding. CA has not had any stock outstanding that was readily tradable on an esta...
Sec. 6621(d) of the Internal Revenue Code reads: "To the extent that, for any period, interest is payable under subchapter A and allowable under subchapter B on equivalent...
McKesson Corporation, ("MCK"), recently announced that, with respect to its fiscal year ending March 31, 2017, "the company has updated its previous (earnings) g...
The much anticipated combination of Lions Gate Entertainment Corporation, (LGE), a Canadian corporation, and Starz, (ST), a U.S. corporation, has now been set into motion with...
TP is an Ohio corporation engaged solely in the business of investing in real estate. It owned a six-story industrial warehouse building in Cincinnati, which was leas...
PrivateBancorp, Inc. (PVTB) and Canadian Imperial Bank of Commerce (CIBC) announced the execution of a definitive agreement and plan of merger pursuant to which PVTB will be me...
Company, (C), maintains an employee stock ownership plan, (ESOP). In 1987, TP sold, at a substantial gain, "X" shares of C stock to the ESOP in a sale that...
Alcoa, Inc. has provided some detail, in a recently filed Form 10, with respect to its ambitious plan to separate its "upstream" business from its so-called "val...
Oregon may tax nonresident partners of multistate partnerships to the extent their partnership income has an Oregon source. If, however, the nonresident is not a part...
McKesson Corporation, (MCK), announced a rather complicated transaction in which it will join forces with Change Healthcare Holdings, Inc. (CHCI), a private entity, with respec...
X is the common parent of a consolidated group of corporations. PRS is a limited partnership. PRS's sole general partner is Y, a member of X's consolidated gr...
Mr. M owns "working interests" of two to three percent in various oil and gas ventures. Mr. M, as is customary, entered into both a purchase agreement and an operatin...
In 1973, X corporation, (X), entered into employment agreements with two employees pursuant to which X transferred to each shares of common stock of four corporations...
Against all odds, the Delaware Chancery Court ruled on Friday, June 24th, that Energy Transfer Equity, L.P. ("ETE" or the "Partnership"), in connection with...
In early June, the Treasury Department issued regulations designed to "discourage" REIT conversions on the part of C corporations that had participated in tax-free sp...
Petitioner participated in several nonqualified deferred compensation plans during his employment in New York. These plans provided retirement, disability and termination benef...
X, a publicly-traded partnership, (MLP or PTP), owns and operates an aluminum smelter. The production of aluminum involves three steps, the last of which happens to b...
TP owns two items of real property used in a trade or business, Property A and Property B. At the time of the debt forgiveness, Property A had a fair market value of "$a&q...
A, married individuals, began operating a cardroom and entertainment business as a partnership. Eventually, A incorporated the business, operating a restaurant and ca...
Apparently, yesterday, at the hearing conducted in Delaware Chancery Court regarding the WMB/ETE deal, we had a rare "Court Holding Company" sighting. This...
Taxpayer ("TP") is a Delaware corporation with headquarters in New York. TP was wholly owned by R corporation, and R corporation, in turn, was wholly owned by RBA cor...
SRI is an oil and gas exploration and production company. It purchased and paid sales tax on equipment, materials, and associated services related to its oil and gas production...
TP is a life insurance company. TP derives its income primarily through the collection of premiums from its policyholders and the investment of those premiums in stoc...
Transactions between members of a consolidated group are not recognized for financial accounting purposes. The gains and losses arising from such transactions are "elimina...
Congress enacted the Housing Act of 1937 which was designed to stimulate local financing of housing projects by empowering state and local housing authorities to issu...
Decedent, D, died on Date 1. D's will provided that D's spouse received the entire residuary estate in trust for life, with the residue divided equally among...
From 1997 to 2001, Joseph P. Nacchio, ("N"), served as the high-profile CEO of Qwest Communications International, Inc., ("Q"). In April 2001, N exercised o...
One of the more complicated bankruptcies in U.S. history, fittingly, involves the subject of one of the largest LBOs in U.S. history, the LBO and bankruptcy of Energy Future Hol...
Liberty Interactive has announced that it is proceeding with its plan to separate its stake its Expedia, Inc., but will do so by means of a "split-off" (in which shar...
On December 31, 2012, the shareholders of T, an 'S' corporation, sold all their stock to ACQ for "$x" (the "Transaction"). T and ACQ jointly elected...
Sec. 61(a)(12) of the Internal Revenue Code provides that "income from discharge of indebtedness" (popularly known as "COD" income) is includible in gross i...
The other day we reported that the Treasury Department had issued temporary regulations designed to penalize certain "conversion transactions" (i.e., transa...
T-Mobile US, Inc. (TMUS) will be issuing shares of its common stock to certain of its customers to reward them both for their loyalty and for their assistance in signing up new...
For a merger to qualify as a reorganization, it must, among other requirements, satisfy the "continuity of interest" ("COI") test. COI requires that a subst...
Company, (C),is a publicly-traded limited partnership (PTP or MLP). C is engaged in a substantial pipeline operations business involving approximately "a&q...
T. Rowe Price Group, Inc., (TROW) announced that it will be paying nearly $200 million "to compensate certain clients for a proxy voting error the firm made in connection...
Petitioner is a multistate taxpayer organized under the laws of the State of Nevada with principal executive offices located in Englewood, Colorado. Petitioner provides direct...
The Treasury Department feels that Congress's efforts to discourage REIT spin-offs were too timid. Accordingly, the Department has issued temporary regulations that it beli...
The Treasury Department has issued regulations that make it untenable for a corporation that participated in a tax-free spin-off to merge with an existing REIT. While...
The issue is whether the Financial Industry Regulatory Authority ("FINRA") is a "corporation or other entity serving as an agency or instrumentality" of the...
Hilton Worldwide Holdings, Inc., (Hilton Parent), has filed a Form 10 with respect to the company's imminent spin-off of each of Park Hotels & Resorts, Inc., (PK), and...
X was engaged in the business of purchasing steel from foreign steel mills for resale to customers in the U.S. All of the stock of X was owned by its president and hi...
SoftBank Group Corp. ("SBG") has announced a plan, which has by now been widely publicized, to divest a significant amount of its stock in Alibaba Group Holding...
Petitioners are engaged in the business of providing wireless communication services, or "cell phone" services, via radio waves within South Carolina....
Berkshire Hathaway, Inc. (BHI) has a very large investment in the Series A preferred stock of Kraft Heinz Company (KHC). The stated value of such preferred stock is $8 billion....
TP is a domestic bank that acts as a stock transfer/dividend paying agent for various U.S. corporations, including DC. TP is responsible for withholding U.S. taxes on...
The recently announced transaction involving Computer Sciences Corp. (Chicago) and Hewlett Packard Enterprise Company (Houston) is a "textbook" reverse Morris Trust (...
In 1954, petitioner's parents purchased a residence (FR). In the 1970s, petitioner's parents paid off the mortgage on the FR. In 1993, petitioner moved back i...
AT&T, (T), for the years 1996-1999, paid Massachusetts, (M), corporation franchise taxes in the amount of $7,706,624. In October, 2005, T filed an application for...
S earned a bachelor's degree in accounting. In 1990, he began working as a tax-return preparer. In 1995, he became an "enrolled agent," a person authorized to rep...
On May 1, 2015, T, a corporation, received $120x as an "advance payment" for a two-year contract to provide services. For federal income tax purposes, T uses the Defe...
Hewlett Packard Enterprise ("HPE") will spin-off its Enterprise Services business ("spinco") to its shareholders. Immediately thereafter, and as part of the...
Grupo Ferrer Internacional S.A., through a newly-created U.S. subsidiary, Ferrer Pharma, Inc., (FPI), has reached an agreement to acquire the stock of Alexza Pharmaceuticals, I...
Mr. K has owned a home in Pennsylvania, (P), for the past 46 years, and in 1982 he bought a home in Florida. Since 1982, it has been his practice to spend part of the...
We learned last week that the I.R.S. is preparing to issue guidance that will, apparently, change the ground rules with respect to spin-offs of corporations that, in addition t...
Beginning in J, TP initiated a legal action against A and B. The litigation continued until TP and A executed a settlement agreement on Date 1, Taxable Year L, resolv...
Johnson Controls’ announcement of its plan to spin-off Adient plc, a U.K. subsidiary of Johnson Controls, has touched off speculation that the next chapter of t...
Technip S.A. (TEC) and FMC Technologies, Inc. (FTI) have announced a business combination that will result in FTI becoming a subsidiary of a newly-formed U.K corporation, FMC T...
Where one corporation acquires the stock or assets of another corporation, and the transaction qualifies as a "reorganization" within the meaning of Sec. 368(a)(1...
Petitioner operated a concrete contracting business throughout the state of Arizona. Petitioner, a C corporation, was incorporated in 1974 by HWJ and MJ, husband and wife. B an...
One of the more low-key, under the radar, inversions from this modern era of cross-border transactions was the combination involving Terex Corporation (T) and Konecranes plc (K...
Giant Eagle ("GE") operates a chain of supermarkets...gas stations.... GE uses the accrual method of accounting. Under the "fuelperks" promotion, for every...
Now that the historic combination of Time Warner Cable, Inc. (TWC) and Charter Communications, Inc. (CCI) appears to be nearing completion, questions have arisen regarding how...
Petitioner is a management consultant who was associated full-time with a large New York City consulting firm. Although he was employed full time, petitioner sought a...
Goodwill (and other indefinite lived intangible assets) acquired in a business combination shall not be amortized. Instead, in lieu of amortization, goodwill is required to be...
Facebook, Inc., (FB), has two classes of stock outstanding, a "high vote" class (Class B common stock); and a "low vote" class (Class A common stock). The f...
In 2000, Mr. Patton R. Corrigan, ("C"), a resident of Connecticut, acted in concert with business associates to acquire the assets of Mansfield Plumbing, ("MP&qu...
It had recently been concluded that a foreign person's gain from the exchange of Vistana stock for that of ILG in the upcoming merger would have to be "taken...
TP is a domestic corporation. TP is a leading global provider of Products. TP owns all of the shares of certain controlled foreign corporations, (CFCs), including X,...
In 1977, the Foreign Corrupt Practices Act ("FCPA") was enacted. The FCPA contains both anti-bribery and accounting provisions. The Department of Justice (DOJ) and th...
The I.R.S., after a lengthy pause which produced controversial proposed regulations, has begun issuing private letter rulings regarding an entity's qualification for the ex...
In June, 1992, petitioner married his former spouse, and had two children with her during their marriage. In January, 2008, petitioner and his former spouse separated...
Colorado levies a tax on income generated from the extraction of nonrenewable natural resources, such as natural gas, from within the state, the so-called "severance"...
Annaly Corp. Management, Inc. (ACM), through its wholly-owned subsidiary, RMS, is offering to exchange, for each outstanding shares of common stock of Hatteras Financial Corpor...
As YHOO inches closer to a disposition of its "core" business, we have been asked on several occasions what the tax consequences of a distribution by YHOO of the proc...
Target is a State A corporation that is engaged in Business A. Target has one class of voting common stock outstanding. Shareholder, ("SH"), owns all of the outstandi...
An S-4 filing released today clarifies the nature of the dispute between ETE and WMB regarding the now infamous "Sec. 721(a) opinion" that (i) is a condition of the d...
The Treasury Department recently issued proposed regulations which, under a broad range of circumstances, would classify intercompany indebtedness as stock, thus denying the pu...
Buyers of assets and businesses always seek, whenever possible, to secure a "cost" basis in the target's assets. Such a cost basis maximizes the buyer's "...
Williams/ETE
Lawyers for ETE are currently unable to render a "Sec. 721(a)" opinion with respect to the transfer of assets from ETC to ETE. Why not?
S...
Employees, (E), were employees of A Corporation, (A), and B Corporation, (B). A and B granted nonstatutory options to E to purchase common stock in those corporations...
Brocade Communications Systems, Inc. (BCS) has entered into a plan and agreement pursuant to which it will acquire all of the stock of Ruckus Wireless, Inc. (RWI). Although a s...
Rovi Corporation (ROVI) and TiVo, Inc. (TIVO) announced that the former will acquire the latter "for $10.70 in cash and stock for total consideration of approximately $1.1...
Petitioner's mother, CM, had maintainedan I.R.A. with Morgan Stanley. CM died in 2005. On July 7, 2006, Morgan Stanley distributed the remaining balance fro...
Abbott Laboratories (AL) and St. Jude Medical, Inc. (SJM) have announced a plan and agreement calling for the acquisition of the latter by the former. The transaction will be s...
TP is an energy service company that has two primary businesses: Utility, an integrated electric utility, and Wholesale, a wholesale energy business....
In conjunction with its acquisition by Tyco, Johnson Controls, Inc., (JCI) will be distributing the stock of a corporation, Adient plc, (A), which will conduct JCI's "...
Cardtronics, Inc. (CATM), "the world's largest ATM owner/operator," announced a "plan of redomicile" to change its parent's location of incorporatio...
Ordinarily, the characterization of an instrument for tax purposes is an all-or-nothing proposition: the instrument is either debt or equity, but not both. The fact t...
Petitioner was married to WV from September 1, 2002 until his death on August 21, 2004. Before their marriage, WV was married to MV until their marriage ended in divorce in Jan...
Where a loss corporation experiences an "ownership change," certain limits are imposed on the amount of taxable income, for any taxable year ending after the change d...
P and T areeach thecommon parents of separateaffiliated groups, which have filed consolidated income tax returns for the years immediately preceding...
Natural gas production is a multi-step process. These stepsinclude extraction of the gas from the earth, processing to make it marketable, and transportation to...
Mr. SK died on March 22, 2002. At the time of his death, Mr. SK's taxable estate was valued at $5,394,851 with $438,182 due in New Jersey estate tax, which was du...
In 1982, the Silvermans (S) owned 29,162 shares of stock in Olympic Savings and Loan Association (O). Coast Savings and Loan Association (C), a mutual savings and loa...
The "break-up" of Starwood is one of the more complex transactions we have encountered. It involves, in total, a spin-off (or perhaps a split-off) and two mergers, in...
In the Williams/ETE transaction, Williams is slated to merge with and into a new corporation, ETC, and the latter will issue in exchange for Williams’ shares a...
If a partner's guarantee of a partnership's nonrecourse obligation is conditioned on the occurrence of certain "nonrecourse carve out events," does the guaran...
Because foreign source income of foreign corporations is not subject to U.S. tax, many U.S. corporations find it advantageous to “segregate” their foreign...
X was the investment advisor to the various Z mutual funds. X merged with and into a wholly-owned subsidiary of Y, XX. The X shareholders received Y stock in exchange...
TP, a corporation, is prohibited by the Federal Election Campaign Act ("FECA") from contributing to federal election campaigns. TP established "PAC," which...
The theory that the Treasury Department regulations have effectively killed inversion transactions is being sorely tested by a deal announced today that, from what we can glean...
H Corporation (H) owned all of the stock of P Corporation (P). Some 88 percent ofH's single class of commonstock was owned by the members of a family...
The I.R.S. had been pursuing Delphi Automotive plc, (DAP), the parent of Delphi Automotive LLP, (DAL), for additional taxes growing out of its assertion that DAL was a "su...
P owns all the stock of Sub 1, Sub 2, and Sub 3. P has owned Sub 1 and Sub 2 for over five years. P acquired the stock of Sub 3 in a taxable transaction on Date 1....
Sec. 305(a) of the Internal Revenue Code provides that gross income does not include distributions of stock by the distributing corporation with respect to that corporation'...
The stock of TP, a wholly-owned subsidiary of X, was sold to Y. The stock sale was treated as a deemed asset sale under Sec. 338(h)(10) of the Internal Revenue Code....
The applicant is a public university (probably the University of Missouri)that was created by the laws of the State of Missouri. The applicant pays benefits fro...
The question of whether a financial instrument is properly characterized as indebtedness or equity has been debated, with no definitive resolution, since the inception of the t...
The taxpayer, TP, is a regulated investment company, RIC,under Subchapter M of the Internal Revenue Code. TP established S Corporation, S, a wholly-owned subsid...
While most of the attention, from a tax viewpoint, paid to the Baxalta, Inc./Shire plc transaction has focused on whether Shire's acquisition of the stock of Baxalta could...
Early in 1996, TP's I.R.A. purchased a limited partnership interest in P, a nonpublicly traded partnership. P serves independent tire retailers through volume pur...
TP, a Country A national, is a resident alien. LLC is a State limited liability company wholly owned by TP. LLC is engaged in Business X within and without the United...
While we are having a hard time discerning precisely where the "authority" for Treasury's latest pronouncement comes from, the fact remains that this guidance has...
Mr. HRF, (HRF), created two trusts for his two sons and in 1969 the trustsenjoyed large capital gains from the sale of certain stock. To offset these gains, the...
The accounting for stock based compensation arrangements has always been controversial and at times contentious. The latest battle is over whether it is proper to exclude stock...
Now that Anbang has withdrawn its offer for Starwood (HOT), the stage is set for HOT to be acquired by Marriott International, Inc. (MII). However, before such acquisition take...
Company, (C), was incorporated under the laws of State on Date 1. C has one class of common stock issued and outstanding, all owned by Father, (F).
&n...
As of Date 1, the TP Group, (TPG), had a consolidated Net Operating Loss (CNOL). On Date 2, and periodically thereafter, TP and "a" of its affiliates commen...
P is the common parent of an affiliated group of domestic corporations (the D Group). D is a wholly-owned subsidiary of P and is the issuer of all the "external" debt...
Liberty Interactive Corporation, ("LIC"), has recorded on its books a deferred tax liability captioned "Discount on Exchangeable Debentures." The amount of...
Pinnacle Entertainment, Inc. (PINN) has been pursuing an "opco/propco" transaction for quite some time. It appears that the transaction is now on the verge of being c...
Before January 3, 2008, petitioner worked for Siemens, (S), as a trainer assigned to S's client, hospital. Petitioner's job duties included training hospital...
LinnCo, LLC, (LNCO), has elected to be treated as a corporation for federal income tax purposes. LNCO's only assets are limited partnership interests in its affiliate, Linn...
From 1938 until December 7, 1941, when hostilities commenced between the United States and Japan, petitioner operated a sole proprietorship engaged in the general imp...
Marriott International, Inc., (M), has come back with a higher offer for Starwood Hotels & Resorts Worldwide, Inc., (S), which the latter has found acceptable. Accordingly,...
Fidelity National Financial (FNF) owned 75 percent of the stock of Fidelity National Information Services (FIS) through 2006. After 2006, FNF distributed its FIS stock to its s...
Company, (C), is a holding company. C has outstanding 438 shares of Series A common stock and 437 shares of Series B common stock, all of which are owned by P....
Baxter International, Inc. received an I.R.S. ruling with respect to the spin-off of Baxalta on April 1, 2015. The spin-off occurred several months later. Ordinarily, the rulin...
In the face of seemingly heightened attention being paid to cross border deals, what with articles in Tax Notes by learned professors and a flurry of legislative proposals, IHS...
Fund, (F), is an open-end diversified management investment company. It is the intention of F to qualify for and elect tax treatmentas a regulated investment co...
Klein Honda, (KH), is an automobile dealership conducting business in the state of Washington. KH and other Honda dealers must purchase vehicles from Honda.
Under the venerable equity method of accounting, an investor recognizes its proportionate share of the earnings or losses of the equity method "investee..." In additi...
The taxpayer, the famed 21 Club, Inc. (21),operates a restaurant and catering business that offers the use of audiovisual (AV) equipment to its catering custome...
C is a State A limited partnership whose units have been traded on the New York Stock Exchange since Year 1. C is Plum Creek Timber, L.P. C is engaged in growing and...
Democratic Senators, just last week, proposed "anti-inversion" legislation that they must know has no chance of passage, at least by the present Congress. Presumably,...
X is a corporation which wasorganized under the laws of State. X intends to form Y under the laws of State and cause Y to become a publicly traded partnership (...
Today's Wall Street Journal contains an article describing a dispute between Sandell Asset Management Corporation and the board of directors of Bob Evans Farms, Inc. (BEFI)...
FP owns all of the stock of TP. TP is the common parent of a consolidated group. On Date 2, FP acquired all the stock of T. Immediately after FP acquired T, FP caused T to merg...
Mr. A, an individual, owns aircraft through a single-member LLC. Mr. A and Mr. A's LLC have some business and investment needs for the aircraft.
&nbs...
One of the more unusual deals we have ever encountered is currently unfolding in the real estate space. ARMOUR Residential REIT, Inc., (ARMOUR), through a newly-created subsidi...
W was an employee of X Corporation, (X), from 1972 until May 21, 1979. Upon termination if his services,W filed a complaint against X requesting damages in the...
Guidant Corporation (GC) is a U.S. corporation that from 2001 through 2006 was the parent of an affiliated group that included CPI, CTS, GSC, ACS, and EVT (the Guidant group)....
Endo International plc, an Irish corporation, was formed to facilitate the "inversion" of Endo Health Solutions, Inc., a domestic corporation. It is important to note...
Mr. Z and Mrs. Z each owned 50 percent of petitioner's common stock. P's principal business has been the ownership and operation of two gasoline stations/conv...
HRG Group, Inc. (HRG) owns 57.9 percent of the stock of Spectrum Brands Holdings, Inc. (SBH). It also owns stock in FGL which is on the verge of being sold by HRG for what appe...
TP is a real estate investment trust, (REIT). TP is in the business of owning or leasing the Properties, which are primarily leased to, and operated by, Lessee, (L).<...
Plaintiff acquired a 40 percent interest in S in 2006. Plaintiff entered into a Management Agreement with S. Plaintiff sold approximately 1/5 of its interest in S in 2008. Plai...
Sec. 901, Sec. 902, and Sec. 960 of the Internal Revenue Code generally allow United States taxpayers to claim a "foreign tax credit" with respect to income, war prof...
Donald & Co. Securities, Inc. ("D") was a broker-dealer of securities registered with the SEC and the National Association of Securities Dealers (NASD). Unbeknown...
Hilton Worldwide Holdings, Inc. ("H") accurately describes itself as "one of the leading hospitality companies in the world," with a total of 4,610 hotels,...
Most investors who diversify their portfolios with foreign stocks do so by means of American Depository Receipts ("ADRs"), as opposed to a direct purchase of the &quo...
TP has elected to be taxed as a real estate investment trust (REIT). TP owns and leases residential real estate to third parties. LP owns all of TP's voting common stock. T...
February 29, 2016 - Volume 10 Issue 39Print Report
On Date 1, C and B entered into a Purchase and Sale Agreement ("Agreement") for the sale of C's subsidiaries, X and Y, to B. B included the two corporat...
N.J.S.A. 54:10A-4(k)(2)(I) requires corporations to add back (i.e., refrain from deducting) interest expenses that were deducted as an expense and paid to a "related membe...
February 26, 2016 - Volume 10 Issue 38Print Report
The taxpayer, (P), a California corporation, stores a digitized catalog of electronic books ("E-Books") available for sale to customers bothinside and...
February 25, 2016 - Volume 10 Issue 37Print Report
Petitioner is the successor-in-interest to CUS, a Delaware corporation. CM, a third-tier wholly-owned Malaysian subsidiary of CUS manufactured disk drives in Malaysia...
Rep. Levin, one of the most determined foes of cross border merger transactions, has introduced, yet again, legislation in the House of Representatives that would ren...
February 23, 2016 - Volume 10 Issue 35Print Report
The managing officers and controlling shareholders of a corporation induced taxpayer to sell her stock to them by fraud. Taxpayer brought suit and recovered judgment...
Professor Shay and several colleagues have come up with additional proposals, which he hopes will be adopted by the Treasury Department (either in the regulations Tre...
The precipitous decline in oil prices may eventually lead to a widespread restructuring of debt burdens with respect to those master limited partnerships ("MLPs") who...
February 19, 2016 - Volume 10 Issue 33Print Report
Each of Fund 1 through Fund 32 is a closed-end management investment company registered under the Investment Company Act of 1940. Each Fund has elected to be treated...
February 18, 2016 - Volume 10 Issue 32Print Report
Corporation, (C), has two classes of stock outstanding. The first class is common stock which is widely-held and publicly traded on a national exchange. The second cl...
The proxy materials describing the landmark transaction between Dell Computer and EMC Corporation indicate that the consummation of the transaction is conditioned on, among oth...
February 17, 2016 - Volume 10 Issue 31Print Report
Petitioner is a law firm organized as a C corporation. It computes its taxable income using the cash receipts and disbursements method of accounting. Petitioner's sharehold...
LTR 201607003, November 5, 2015, appears to be the ruling that Darden Restaurants, Inc. requested with respect to its "opco/propco" formation. The ruling was requeste...
In a Proposed Accounting Standards Update recently released for "exposure," FASB has determined to standardize how certain cash outflows and inflows should be classif...
February 16, 2016 - Volume 10 Issue 30Print Report
A and B, while shareholders of U and V which were retail companies, entered into an agreement and plan of reorganization with W, a publicly traded corporation. The tr...
February 12, 2016 - Volume 10 Issue 29Print Report
The petitioner, (AP), was self-employed in 2005 as a real estate loan agent and broker and reported her income and loss from her real estate businesson Schedule...
February 11, 2016 - Volume 10 Issue 28Print Report
X Corporation, (X), and Y Corporation, (Y), are publicly held corporations within the meaning of Sec. 162(m)(2). Both maintain plans under which participating employe...
Clearly, the benefits to be gained from a "cross border" merger are not the exclusive preserve of the pharmaceutical and tech industries. We now have one of the first...
February 10, 2016 - Volume 10 Issue 27Print Report
X Corporation, (X), was merged with and into Y Corporation, (Y), in a reorganization qualifying under Sec. 368(a)(1)(A) of the Internal Revenue Code. The X shareholde...
An acquisition by a foreign corporation of a domestic corporation is an "inversion" if, and only if, three conditions are each met: (i) the foreign corporat...
Yahoo! Inc. (YHOO) is currently pursuing what it refers to as a "reverse spin-off," a transaction different from the "forward" spin-off it had been pursuing...
Corporation C, (C),a foreign corporation, owned all of the stock of Corporation B, (B),also a foreign corporation. B, in turn, owned all of the outstandin...
Symantec Corporation (SYMC) recently completed the sale of its information management business, known as Veritas, and will now, using among other sources the after-tax proceeds...
Fund qualifies as a regulated investment company, (RIC), under Sec. 851 of the Internal Revenue Code. Fund has issued two classes of stock, common and preferred....
The controversy is over the basis the petitioner is entitled to use in determining its gain or loss on the sale of real estate it made in 1937. It had acquired that p...
The I.R.S. audited the TY2 income tax returns of Corporation 1, (C1), and its former foreign parent, Corporation 2, (C2). As a result of the audits, the Service made...
On February 1st, CenterPoint Energy, Inc., (CNP), announced that "it is evaluating strategic alternatives for the Company's investment in Enable Midstream Partners (En...
There are numerous shareholders of Shire plc, Allergan plc, ETE, Dow Corporation and DuPont, for example, which have unrealized losses in their holdings. Each of these companie...
Adding to Yahoo! Inc.'s well-documented problems is a class-action lawsuit recently filed against it (and several of its officers and directors) by the UFCW Local 1500 Pens...
Through the years, for federal income tax purposes anyway, regulated investment companies (RICs) and real estate investment trusts (REITs) have been treated similarly. Now, how...
In May 2005, RH and JC formed Route 231, ("231"), a limited liability company registered in Virginia. 231 thereupon purchased two parcels of real property. Virginia C...
Broadcom/Avago—The Avago stock can be received on a tax-free basis if the transaction satisfies the requirements of the “Helen of Troy” regulations. In order for an &ldquo...
The taxpayer, H, was a graduate teaching fellow (GTF) at the University of Oregon (UO). Each GTF receives a monthly salary, and a tuition waiver for nine to 16 credit...
When Baxter International, Inc. spun-off Baxalta, Inc. (BXLT) last July, it did not distribute all of its stock therein. It distributed only about 80 percent of such stock and...
X is a regulated investment company, (RIC), within the meaning of Sec. 851 of the Internal Revenue Code. X is also a personal holding company, (PHC), within the meani...
A, B, C, and D each own 25 percent of the stock of X Corporation, (X), and ofY Corporation, (Y). Each of X and Y is engaged in Business 1. AB, who are siblings,...
Lockheed Martin (LMT) has come to the same decision that many others before it have reached regarding the divestiture of a business unit: it is infinitely better to spin-off th...
CNG is a Voluntary Employees' Beneficiary Association (VEBA) organized under Sec. 501(c)(9) of the Internal Revenue Code. It was established by Consolidated Natur...
Fresh off its settlement of "earnings stripping" disputes with the I.R.S., Tyco International plc, (TYC), is set to engage in another "tax oriented" transac...
The Williams Companies, Inc. ("WMB") and Energy Transfer Corp. L.P. ("ETC") have entered into a merger agreement which the parties, despite some restiveness...
Petitioner owned all of the outstanding stock of International Dairy Supply Company ("I"). In 1952, petitioner transferred all of the I stock to Foremost Dairies, Inc...
Partnership P ("P") owns multiple aircraft which are leased to Partnership O ("O"). O is the primary business entity of the O group of entities, which inclu...
In Year 1, S, a wholly owned subsidiary of P, the common parent of a consolidated group, acquired all of the stock of TP. Shortly before the end of Year 5, S sold the stock of...
Ordinarily, a "reverse Morris Trust" ("RMT") transaction follows a familiar pattern: A distributing corporation engaged in the active conduct of a trade or...
A central strategy of any inversion is the shifting of income from the U.S. to a more favorable (from a tax rate perspective) foreign environment. Frequently, such shifting is...
Waste Connections, Inc., (WCN), a domestic corporation, and Progressive Waste Solutions Ltd., (BIN), a Canadian corporation, "have entered into a definitive agreement to m...
X is a corporation that was organized under the laws of Country A which meets the requirements of Sec. 856(a)(1), (a)(2) and (a)(4) through (a)(7). Sec. 856, 857, 858...
Last month, General Electric ("GE") engaged in a merger transaction in connection with which holders of GECC preferred stock were forced (subject to the exercise of a...
X is a publicly traded partnership that is "an electing 1987 partnership" under Sec. 7704(g). Since its inception, X has been engaged in the business of pro...
It appears that the Broadcom Corp. ("B")/Avago Technologies Ltd. ("A") merger is very close to completion, which means that shareholders of B will soon be a...
The LLC is a corporation with a single owner incorporated under U.S. state law. It is disregarded as an entity separate from its owner for U.S. tax purposes under Reg...
A died on Date 11. B is the surviving spouse and claims an interest in the Estate under A's last will and testament. The primary asset of the Estate is the decede...
Shire plc, (S), and Baxalta, Inc., (B), have entered into a definitive agreement and plan of merger pursuant to which B will become a wholly-owned subsidiary of S.
&n...
When a business earns income in multiple jurisdictions, apportionment is necessary. The California Legislature codified the provisions of the "UDITPA" in 1966. The st...
On January 7, 2016, Ford Motor Company (F) announced that it had joined the growing list of companies which have decided to change the method by which they report certain aspec...
Media General, Inc., (MEG), and Nexstar Broadcasting Group, Inc., (NXST), have reached an agreement pursuant to which NXST will acquire the stock of MEG. However, the agreement...
TP was organized in Year 1 as a corporation under the laws of Delaware. Shareholders, all foreign corporations, own the stock of TP. Since formation, all business act...
For a small investment, TW and his wife, CW, (the Ws) sought to generate a very large tax deduction. They were successful. TW and CW implemented their plan through CA, a partne...
TP was incorporated in 1994 for the purpose of engaging in business as a Real Estate Investment Trust, (REIT). None of TP's shares initially will be publicly trad...
TP is an 'S' corporation that owns Subsidiary, a qualified subchapter S subsidiary ("QSub"). A QSub is a disregarded entity that is not treated as a separate...
In Accounting Standards Update ("ASU") No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, January 2016, the Financi...
A massive tax and spending bill was enacted by Congress in the waning days of 2015 and was almost immediately signed into law by President Obama. On the tax front, the bill, kn...
TP sells Products. TP has two primary lines of business: Business A and Business B. In its Business A sales agreements, customers agree to pay the list price of a Pro...
Distributing, ("D") is a publicly traded State A corporation and is the parent of an affiliated group that files a consolidated federal income tax return. Prior to Da...
The LLC is a company with a single owner incorporated under U.S. state law. It is disregarded as an entity separate from its owner for U.S. federal tax purposes. The...
December 31, 2015 - Volume 9 Issue 250Print Report
Petitioner, (P), owned stock in USSI, a New Jersey corporation, which owned a majority interest in two limited liability companies operating under the laws of the Russian Feder...
Sec. 61(a)(12) of the Internal Revenue Code provides that "gross income includes income from the discharge of indebtedness," which is another term for "COD incom...
December 30, 2015 - Volume 9 Issue 249Print Report
In Rev. Rul. 59-233, 1959-2 C.B. 106, all of the stock of a corporation, (X), was owned in equal proportions by an individual, (H), and a trust, (T). The sole benefic...
Alcoa (AA), in September 2015, announced its intention to effect a separation of its businesses via a spin-off which is, as you might expect, intended to qualify as a tax-free...
OC was in the "A business" through its subsidiary, Sub. Sub was also engaged in the "B business." Many of the products produced by Sub contained "Subst...
December 28, 2015 - Volume 9 Issue 247Print Report
P Corporation, P, has engaged primarily in the design, manufacture, and marketing of computers and associated software. SCorporation, S, a wholly-owned subsidia...
Last August, when Shire plc (S) made its offer for Baxalta, Inc. (B), it took pains to acknowledge B's recent spin-off from Baxter. In fact, at the time, it stated that &qu...
December 23, 2015 - Volume 9 Issue 245Print Report
Parent is a publicly traded State D corporation. Parent is the common parent of an affiliated group that files a consolidated federal income tax return, and is the common paren...
Bernice Newberger (BN) died on July 28, 2009. Her Estate timely filed Form 709 on which it reported values relating to "the Picasso," "the Motherwell," and...
CF Industries Holdings, Inc. (CF) and OCI N.V. (OCI) had announced an inversion transaction prior to the issuance of Notice 2015-79, I.R.B. 2015-49, November 19, 2015. The tran...
December 22, 2015 - Volume 9 Issue 244Print Report
DF Corporation, DF, a Canadian corporation, owned all of the stock of DH Corporation, DH. DH owned all of the stock of DC Corporation, DC, and the latter owned all of...
The historic transaction in which Allergan plc (AGN) will acquire the stock of Pfizer, Inc. (PFE) is intended to avoid classification as an "inversion" and, therefore...
December 21, 2015 - Volume 9 Issue 243Print Report
Moe Vaughn (MV) was a major league baseball player (primarily for the Red Sox, Angels, and Mets) from 1991-2003. His biggest mistake, however, was hiring, in May 2004, RKM to m...
Coca-Cola Enterprises, Inc. (CCE) is in the process of "redomiciling" through a complex transaction that will culminate in CCE becoming a subsidiary of a newly-create...
December 18, 2015 - Volume 9 Issue 242Print Report
Ambase Corporation, (AB), acquired Carteret Savings & Loan Association, (C), on December 4, 1992. The Office of Thrift Supervision, (OTS), seized C and placed it...
Global Payments, Inc. (GPN) recently announced that it has entered into a definitive agreement to acquire Heartland Payment Systems, Inc. (HPY). GPN will be acquiring HPY "...
December 17, 2015 - Volume 9 Issue 241Print Report
Petitioner, (P), is an Online Travel Company (OTC) that provides online travel information and secures reservations for travelers for lodging and car rental services in Montana...
It appears that the "extenders" legislation is very close to passage. In fact, the House of Representatives is said to be preparing to vote on the measure a...
December 16, 2015 - Volume 9 Issue 240Print Report
National Amusements, Inc. (NAI), the holding company for Viacom and CBS, was incorporated on August 28, 1959. Mickey Redstone (M), Edward Redstone (E), and Sumner Redstone (S),...
December 14, 2015 - Volume 9 Issue 238Print Report
U.S. corporations that (i) use the last-in, first-out ("LIFO") method of accounting, and (ii) are owned by a foreign parent corporation, had good reason to fear that...
DuPont (DD) and The Dow Chemical Company (DOW), longtime rivals, have announced board of director approval of a definitive agreement under which the companies will combine in a...
The Dow Chemical Company (D) and Corning, Inc. (C), have developed a plan which will see D gain sole ownership of Dow Corning Corporation (DCC), a company that has, for quite s...
December 11, 2015 - Volume 9 Issue 237Print Report
Mr. Campbell, (C), was employed by STG, a collection of business entities involved in the financing and syndication of limited partnerships. For his services, C recei...
December 10, 2015 - Volume 9 Issue 236Print Report
The taxpayer, WH, is a taxlawyer. During 2004 and 2005, he frequented variousprostitutes in New York. WH did not visit these prostitutes as part of a &quo...
Yahoo! Inc., not unexpectedly in light of the mounting shareholder discomfort with its original plan, has now decided to "suspend" work on the "pending plan"...
P corporation is a publicly-held corporation. P corporation owns all of the stock of a newly-formed subsidiary, Holdings. P corporation will own all of the common stock and all...
A bill introduced by Rep. Brady (R., Texas), the chairman of the House Ways & Means Committee, singles out spin-offs of the opco-propco variety for particularly h...
How can a corporate joint venturer withdraw from the joint venture on a tax-efficient basis? By precisely following the procedure outlined in LTR 200335032, April 25, 2003. Thi...
X is a publicly traded partnership (MLP). X derives income from leases of raw land and building rooftops (the Sites). It is rare to encounter a "real estate" MLP. Mos...
The taxpayer, TP, purchased a vineyard in the Location A viticultural area and in the Location B viticultural area. The TTB of the United StatesDepartment of th...
The Department of Education (ED) has begun a process for settling and discharging Federal student loans taken out to finance attendance at schools owned by Corinthian Colleges,...
In connection with its exit from the finance business, General Electric Company, (G.E.), will be retiring certain preferred stock issued by its subsidiary, GECC.
&nbs...
Petitioner, (P), operates a facility that provides its customers IT operations for the operation of its customers' computer servers. P, in short, operates a "Data Cent...
On October 22, 1994, petitioner incurred a credit card obligation to MBNA. Petitioner defaulted on his obligation to MBNA at some time between October 22, 1994 and Se...
Well over a decade ago, a company named Seagate was faced with a problem similar to that currently confronting Yahoo! Inc. Seagate owned a world class disk drive business and a...
If Yahoo! Inc. (YHOO) proceeds with its spin-off of Aabaco and the spin-off is found to not be in compliance with one or more of the requirements set forth in Sec. 355 of the C...
Nextel Communications of the Mid-Atlantic, Inc. (N), for Pennsylvania tax purposes, carried over net losses of $150 million in 2007. N earned $45 million of taxable income in 2...
X is a limited liability company. X intends to form a publicly-traded partnership by effecting an initial public offering of units in Y. Y will be a limited partnership organiz...
November 30, 2015 - Volume 9 Issue 228Print Report
During 1973, petitioners, husband and wife, established a trust for their four children. When the youngestattained age 25 during 1995, the trust was terminated....
Microsemi Corporation, (MC), has reached an agreement to acquire the stock of PMC-Sierra, Inc., (PMC). PMC, as a result, will be terminating an agreement it had previously reac...
November 27, 2015 - Volume 9 Issue 227Print Report
Petitioners, husband and wife, are the only shareholders of SC, Inc., (SC), which owns and rents real properties in Missouri, Texas, and California. SC elected to be...
There has been much discussion about the possibility of Pfizer plc (PFE) effecting a post-merger spin-off of a portion of its sprawling pharmaceutical business. In fact, PFE...
November 25, 2015 - Volume 9 Issue 226Print Report
TP has "a" series of publicly traded common stock. S is wholly-owned by TP and is a disregarded entity. S has "b" series of publicly traded exchangeable deb...
November 24, 2015 - Volume 9 Issue 225Print Report
The McGraw Hill Companies, Inc., (Petitioner), is a New York corporation having executive offices in New York City. Standard & Poors, (S&P), was an unincorporated divis...
The Financial Accounting Standards Board, ("FASB"), in its continuing effort to "reduce complexity in accounting standards," the so-called "Simplificat...
One of the most significant deals of the recent past is now the subject of a definitive agreement, an agreement that is sure to elicit some criticism from politicians who belie...
November 23, 2015 - Volume 9 Issue 224Print Report
The Illinois income tax statute requires firms that constitute a "unitary business group" (UBG) to file a combined return. The term, UBG, signifies a group...
Notice 2015-79, Treasury's latest salvo in the "war" on inversions, is not nearly as preclusive as we feared it might be. It seems clear to us that the Pfizer/All...
November 20, 2015 - Volume 9 Issue 223Print Report
In 1987, C Corporation, (C), created two new holding companies: (i) CCP which became the holding company for the packaging businesses, and (ii) CFP which became the h...
November 19, 2015 - Volume 9 Issue 222Print Report
Acquiring Corporation, (ACQ), a foreign corporation, owns all of the stock of Sub1. Sub 1 owns Sub 2 and Sub 2 owns all of the stock of Sub 3. Sub 3, in turn, owns al...
Liberty Global plc (LG) and Cable & Wireless Communications plc (CWC) are embarking on a complex transaction in which, ultimately, the two corporations will be consolidated...
November 17, 2015 - Volume 9 Issue 220Print Report
Virtual currency is a form of "electric/digital money" that can be used as a medium of exchange or as a form of digitally stored value. Taxpayers, therefore, may use...
Pfizer, apparently contemplating a business combination with Allergan plc, reported, for the year ended December 31, 2014, approximately $12.24 billion in "pre-tax" i...
Marriott International, Inc. (MAR) and Starwood Hotel & Resorts Worldwide, Inc. (HOT) today announced a definitive merger agreement pursuant to which MAR will acquire all o...
Last week, a widely-circulated article speculated that Denali Inc.'s plan to use "tracking stock" to partially finance the acquisition of EMC would create ruinous...
November 16, 2015 - Volume 9 Issue 219Print Report
In the latter part of the1990s, many telephone service providers transitioned to a "time-only" billing model for long-distance telephone usage such th...
One of the consequences of the historic Anheuser-Busch InBev SA/NV/SABMiller plc deal is the divestiture by the former of its 58 percent stake in a domestic joint venture named...
November 13, 2015 - Volume 9 Issue 218Print Report
X is a limited partnership. Y is a publicly-traded corporation. Y is engaged in the acquisition, exploration, and development of natural gas and oil products.
&...
Anheuser-Busch InBev SA/NV (ABI) and SAB Miller plc (SAB), as widely expected, have reached an agreement pursuant to which ABI will acquire the stock of SAB from the latter'...
Darden Restaurants, Inc. (DRI), as expected, announced the successful completion of its "opco/propco" separation in which many of its real estate and restaurant asset...
November 10, 2015 - Volume 9 Issue 215Print Report
In Kentucky, the Gross Receipts Tax is imposed on the provider's gross revenues "received for the provision of multichannel video programming services..." The Exc...
Willis Group Holdings plc (WGH) and Towers Watson & Co. (TWC) are poised to effect a business combination that will be structured as a "reverse triangular merger."...
WM is incorporated in Massachusetts and provides consulting services in the environmental sector. During 2006, WM did not maintain an office in California but employe...
Wrigley Co., (W), is the world's largest manufacturer of chewing gum. It sells gum nationwide through a system that divides the country into districts, regions, a...
Expedia, Inc., (EXPE), has agreed to acquire HomeAway, Inc. (AWAY) "for an equity value of $3.9 billion in cash and common stock, representing a per share price for AWAY s...
ConAgra Foods, Inc., (CAG) recently announced that it has reached a definitive agreement to sell its private label operations (represented by the stock of CAG's subsidiary,...
T, a trust, holds notes ("Old Notes") payable by X Corporation, (X). T acquired the Old Notes in exchange for X stock on April 8, 1988, in a redemption that...
Rite-Aid Corporation, (R), has agreed to be acquired by Walgreen Boots Alliance, Inc. (W) in a transaction that will be structured as a "reverse subsidiary cash merger.&qu...
National Amusements, Inc. (NAI) was incorporated on August 28, 1959. Upon NAI's incorporation, Mickey Redstone, (MR), Edward Redstone, (ER), and the legendary Sumner Redsto...
The possibility of a Pfizer, Inc. (PFE) and Allergan plc (AGN) combination has, understandably, captured the imagination of investors who are wondering whether such a marriage...
MGM Resorts International (MGM) announced that it intends to create a "controlled real estate investment trust, (REIT), to be named MGM Growth Properties LLC (MGP)."...
November 2, 2015 - Volume 9 Issue 209 Print Report
TP, who we are confident is the predecessor to InfraREIT, Inc., intends to elect to be treated as a REIT. TP will own as its sole asset an interest in Operating Partnership (OP...
Sec. 199 of the Code allows a taxpayer a deduction for a portion of its "qualified production activities income." Domestic production gross receipts means any sale of...
Snyder's-Lance, Inc., (LNCE), and Diamond Foods, Inc., (DMND), have announced an agreement under which "...LNCE will acquire all outstanding shares of DMND in a cash a...
At age 56, Young Kim, (K), left his position as a partner in a law firm and enrolled in the London School of Economics, (LSE). Employees who depart at age 55 and up m...
Starwood Hotels and Resorts Worldwide, Inc. (HOT) announced today its intention to spin-off its subsidiary, Vistana Signature Experiences, (V), and in connection with the spin-...
D has outstanding a widely held single class of common stock, and shares of preferred stock. D has outstanding indebtedness, which includes "Distributing Debt." D for...
The Broadcom Corporation/Avago Technologies deal features a so-called "Up-C" aspect that is designed to allow those shareholders of Broadcom who wish to achieve tax d...
1. In 2013, a company purchases two internet domain names as part of an asset acquisition of a trade or business. One is a generic domain name and the other is a non-generic do...
The term, affiliated group, means one or more chains of includible corporations connected through stock ownership with a common parent corporation which is an includi...
On January 15, 1977, two unrelated corporations entered into an agreement. The corporations agreed to construct and become equal owners of a facility and sell a produ...
Darden Restaurants, Inc. (DRI) is proceeding with its plan to separate its real estate from its operating business by means of a tax-free spin-off. This is the case even though...
Now that tracking stock is squarely back in the news, thanks to the recent announcement by Dell, Inc. of its historic acquisition of EMC Corp., to be financed, in part, through...
TP is a State Z corporation. TP has two types of agreements: the Dual Activity Agreements (the DAAs) and the Single Activity Agreements (the SAAs).
...
General Electric Company (GE) currently owns approximately 84.6 percent of the outstanding stock of Synchrony Financial (SF). It will divest that stock by means of a "spli...
Petitioners, Mr. and Mrs. Reifler (Mr. Reifler is the founder of Pali Capital), have been married since 1988. Mr. Reifler signed the couple's original 2000 Federal income t...
In 1951 and 1952, Mr. Whipple, W, formed eight new corporations, one of which was MOB; bought the stock of MRB; and acquired an interest in a related vending machine...
Ferrari N.V. will be engaging in an initial public offering of approximately 10 percent of its stock in the near future. The shares to be offered are all "secondary"...
For a period in excess of five years, P has owned and actively conducted a clothing manufacturing business. P's wholly-owned subsidiary, S, has owned and actively conducted...
C is a Real Estate Investment Trust, (REIT). C owns an "x%" interest in OP, a State A limited partnership, which conducts substantially all of C's opera...
TP is a Real Estate Investment Trust, (REIT). TP is engaged in the acquisition, ownership, and management of hospital and senior care properties.
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X is a limited liability company and is classified as a partnership for federal tax purposes. X intends to sell interests in X in an initial public offering (IPO). After the IP...
Dell, Inc. (D) and EMC Corporation, (EMC), a principal asset of which is a controlling stake in VMware Corp. (V), announced today a definitive agreement under which D...will ac...
P Corporation, P, owns all of the stock of S Corporation, S. P entered into a short sale of XYZ securities. P's broker takes shares on hand and sells them on P...
C Corporation, (C), is engaged in the commodity business, operating as an importer and dealer. As of September 15, 1979, C had outstanding 80 shares of common stock.<...
General Bancshares, (GB), paid two percent stock dividends on its common stock in 1950, in October, 1955, in April, 1956, and in October, 1956, and one of six percent...
Anheuser-Busch InBev (ABI) made public its revised proposal to the Board of SABMiller plc (SAB) to combine the two companies "and build the first truly global beer company...
X corporation, a domestic corporation, wholly owns Y corporation, a controlled foreign corporation (CFC). X corporation maintains a revolving line of credit with Outside Lender...
Pinnacle Entertainment, Inc., (P), is a Delaware corporation headquartered in Nevada. P owned and operated a horse racing facility and a card club in Inglewood, Californi...
It is by now painfully clear that the I.R.S. has become quite "uncomfortable" with spin-off transactions in which one, but not both, of the entities involved in such...
Nordstrom, Inc., (JWN), recently sold its credit card portfolio to TD Bank for approximately $2.2 billion. About $900 million of this windfall will be paid to shareholders as a...
TP is an owner and operator of communications sites for the wireless and broadcast industries. TP constructs and places in service cellular antenna tower...
In 2002 and 2003, ConAgra Foods, Inc., (appellant), sold its beef and pork operations and its chicken processing business in two separate taxable transactions. In the 2002 sale...
Mr. A owned all of the stock of X Corporation, (X), and Y Corporation, (Y). Mr. A transferred all hisshares of X and Y to a new corporation, (Z), in exchange fo...
September 30, 2015 - Volume 9 Issue 186Print Report
Plaintiff, (P), is a resident of New Jersey. Prior to October 27, 2000, P owned two residential properties in Lakewood Township, 825 WD and 221 WS. On October 27, 200...
September 29, 2015 - Volume 9 Issue 185Print Report
Sec. 355(a) provides that if a corporation distributes to a shareholder with respect to its stock...solely stock...of a corporation...which it controls immediately before the d...
Yahoo! Inc.'s latest 8-K should dispel all questions about its intentions regarding its previously announced spin-off. Pending the receipt of the "will"...
Energy Transfer Equity, L.P. (ETE) and the Williams Companies, Inc. (WMB) announced a rather complex business combination which will see, once all the steps are completed, WMB&...
Altria Group, Inc. (MO) holds approximately 27 percent of the economic and voting interest of SABMiller plc, (SAB), which MO accounts for under the "equity method" of...
September 28, 2015 - Volume 9 Issue 184Print Report
TP, a pharmaceutical company, negotiates discounted prices with certain organizations that are administered by the wholesalers/distributors through a chargeback progr...
September 25, 2015 - Volume 9 Issue 183Print Report
Sec. 368(a)(1) of the Code describes several types of transactions that constitute reorganizations . One of these, described in Sec. 368(a)(1)(F), is "a mere...
MetLife, Inc. (ML) recently announced that "it expects to record a non-cash charge to operating earnings and net income of $792 million, after-tax, or $0.70 per share, dur...
September 24, 2015 - Volume 9 Issue 182Print Report
X is a publicly traded partnership. X will own "n1%" of the outstanding equity interests of Y, an LLC treated as a partnership for Federal tax purposes. Y owns all of...
Atmel Corporation (AT) and Dialog Semiconductor plc (DS) have announced a definitive agreement pursuant to which DS will acquire all of the stock of AT from the latter's sh...
September 22, 2015 - Volume 9 Issue 181Print Report
TP is a State LLC. TP has two members. A, a State corporation, is the managing member of TP. The other member is B, alsoa State corporation. Each of A and B is...
The news coming out of the ABA Meeting this weekend is quite encouraging. Most notably, Mr. Wellen, the driving force behind last week's Notice, stated, unequivoc...
D3 is the common parent of an affiliated group filing a consolidated tax return. D3 owns all of the stock of D2, which owns all of the stock of D1. D1 owns all of the interests...
September 21, 2015 - Volume 9 Issue 180Print Report
X Corporation, X, is a publicly-held corporation and has 1,000 shares outstanding. Mr. A owns 200 shares; Mr. A's child, F, owns 80 shares; Mr. A's sibling, B...
Last July, Gaming and Leisure Properties, Inc., (GLPI), (the "propco" in the well-known spin-off undertaken by Penn National Gaming) and Pinnacle Entertainment, Inc.,...
September 17, 2015 - Volume 9 Issue 178Print Report
LTR 201537020, May 22, 2015, issued to Equinix, Inc. (EQIX), took 30 months to obtain: the ruling request was submitted in November 2012. It is a very favorable ruling but, as...
BSC is offering to purchase all outstanding shares of common stock of Synergetics USA, Inc., (SY), at a price per share of $6.50 in cash plus one non-transferable contractual c...
Hubbell, Inc. (H), is undertaking a "reclassification" of its common stock. Under the terms of the proposed reclassification, holders of Class A Common Stock will rec...
X intends to become a "publicly traded partnership." X intends to earn income principally by assessing fees for gathering, transporting, processing, treating, and dis...
A recent ruling addresses a question that has arisen in connection with Yahoo's spin-off--what are the tax consequences arising from the indenture-induced substitution of t...
The most obscure of the requirements for a tax-free spin-off is the "device" test. Sec. 355 does not apply to a transaction "used principally as a device for the...
September 15, 2015 - Volume 9 Issue 176Print Report
ISC, Industries, Inc., (ISC), is the successor to I. I was in the consumer finance business. The board of directors of I approved the purchase of 52.846 percent of the stock of...
We have written on numerous occasions about how buyers of corporations seek to obtain a cost basis in the target's assets. However, this is a goal that is rarely achieved....
September 11, 2015 - Volume 9 Issue 175Print Report
This ruling is issued pursuant to Sec. 6.03 of Rev. Proc. 2014-1, 2014-1 I.R.B. 15, regarding one or more "significant issues" under Sec. 355. The I.R.S. no longer is...
September 10, 2015 - Volume 9 Issue 174Print Report
Petitioner, (P), is an attorney actively engaged in the practice of law. "Incorporators", including P, agreed among themselves to take the requisite steps l...
Yahoo! Inc.'s (Y) most recent 8-K discloses the following important facts: (1) On February 26th, Y submitted...a request for a private letter ruling---the ruling sought con...
September 9, 2015 - Volume 9 Issue 173Print Report
TP Corporation, (TP), owned all of the stock of S Corporation, (S), and T Corporation, (T). Effective Date X, TP decided to discontinue the operation of S. S's li...
Media General, Inc. (MEG) and Meredith Corporation (MDP) have announced a definitive merger agreement under which MEG "will acquire all of the outstanding common stock of...
Frontier Communications Corporation, (FTR), purchased the stock of a newly formed legal entity to which Verizon, the seller of such stock, contributed entities which own Verizo...
September 8, 2015 - Volume 9 Issue 172Print Report
Company, (C), has issued and outstanding, exclusive of shares held as treasury stock, 755 shares of $5 par value voting common stock, all of which were held by TP, th...
September 4, 2015 - Volume 9 Issue 171Print Report
During 2006, petitioner, (P), was employed by Lynn University, (LU), as an assistant professor. She was also pursuing her Ph.D. degree during that year.At the t...
September 3, 2015 - Volume 9 Issue 170Print Report
The common stock of petitioner, (P), traded over-the-counter until 1967, when it went on the American Stock Exchange. The common stock consisted of two classes of $1...
The latest rumor regarding the Yahoo! (Y) spin-off of its BABA stake is that Aabaco (Spinco) will have to assume Y's convertible debentures because the indenture calls for...
When Baxter, (B), spun-off Baxalta, (BX), on July 1st, 2015, it distributed only 80.5 percent of BX's stock to its shareholders and retained the other 19.5 percent of such...
September 2, 2015 - Volume 9 Issue 169Print Report
In 1983, the taxpayer, (Mr. L), and his wife, purchased a home in Newport, Kentucky. In 1999, they executed a mortgage on the property in favor of Home Equity Service...
September 1, 2015 - Volume 9 Issue 168Print Report
On Date A, Purchaser, (P), entered into a stock purchase agreement with Seller, (S). Pursuant to the stock purchase agreement, P agreed to purchase Target, (T), a&nbs...
We keep hearing that the "size" of the active trade or business on which a taxpayer relies to meet the active trade or business requirement is a key factor in determi...
Over the weekend, one of the most prominent financial news stories was the bold bet made by Berkshire Hathaway, Inc. on a recovery of energy prices through its investment in th...
TP is taxable as a partnership. TP has three Members: two individuals and an 'S' corporation. TP was organized to purchase real property and construct, market, and sell...
BM sells equipment for manufacturers, primarily C. In 2002, BM formed NC to take over BM's rental and leasing operations. At issue in this case is NC's like kind exchan...
Schlumberger Limited, (SLB), and Cameron International Corporation, (CAM), announced, on August 26th, a definitive merger agreement "in which the companies will combine in...
Taxpayer, (TP), has a number of business interests including real property, a car wash, a laundry, and real estate held for investment purposes. In addition, TP owns...
Prior to November 4, 1955, the taxpayer owned 94 percent of the stock of PPRP. This company owned mineral lands in Texas as well asthree ranches and an oil refi...
Hubbell, Inc., ("H"), has announced a plan to "reclassify" the company's common stock for the purpose of eliminating the company's existing dual-cla...
It is well-settled that the use of appreciated property to satisfy a liability is a taxable event. Thus, the debtor will recognize gain in an amount equ...
The now-repealed State of Ohio corporation franchise tax used the corporation's federal taxable income, with certain Ohio adjustments, as the basis on which such tax was im...
The income generated by a partnership retains its "character" when it is passed through to its partners. See Sec. 702(b) of the Code. Where that income constitutes &q...
Graphic Packaging Corporation, ("GPC"), is headquartered in Marietta, Georgia but operates its packaging business in multiple states. The amount of its Texas franchis...
In 1969, S, a wholly-owned subsidiary of P, acquired all the assets and assumed all the liabilities of T in a statutory merger that qualified as a reorganization unde...
Liberty Interactive Corporation, (L), has announced an agreement pursuant to which it will acquire "the outstanding shares" of zulily, inc., (ZU), for a combination o...
ACQ was formed in Year 1 as a State A corporation. ACQ sought to engage in a series of transactions whereby T1 and 11 other independent Business 1 and related corpora...
Terex Corporation, (Theta) has decided to join forces with Konecranes Plc (Kappa) in a transaction that has an unquestioned business rationale. However, the structure of the tr...
MCI Communications Services, Inc., (Plaintiff), was a wholly-owned subsidiary of MCI, Inc., (MCI). MCI is the successor to Worldcom, Inc., (W). W had filed a petition for reorg...
TP originates and sells mortgages. Purchasers were entitled to force the repurchase of the mortgages by TP and/or pursue other indemnification from TP to compensate for TP'...
ASC is a New York corporation with offices in Westbury, N.Y. ASC, or petitioner, provides security guard services to corporations and entities, including Federal agen...
Energy Futures Holdings, (EFH), the old TXU, has announced a plan which should enable it to emerge from its long bankruptcy, provided the plan is approved by the bankruptcy cou...
Google, Inc., (G), is doing something that many companies have done before it, forming a holding company whose sole function will be to own the stock of the operating companies...
Prior to June 1, 2004, G was President of AB. Pursuant to a merger agreement effective June 1, 2004, AB became a wholly-owned indirect subsidiary of Boston Scientific Corporati...
Mr. V and Mr. S are domestic partners registered with the State of California. They are not married. They co-own two homes as joint tenants--one in Rancho Mirage, California, a...
A is a contract jeweler who fabricates jewelry to customers' specifications using gold supplied by the customers. A fabricates and maintains gold sample jewelry showing cur...
On Thursday, August 6, 2015, two large transactions with inversion characteristics, even though one of them, technically, is not a "Sec. 7874 inversion," were announc...
P, a domestic corporation, owns all of the interests in LLC, a domestic limited liability company that elected to be an association taxable as a corporation. P also owns all of...
P, a domestic corporation, owns all of the stock of each of S-1 and S-2, both of which are incorporated in foreign country R. S-2, a holding company, owns all of the stock of X...
Baxter's formation and separation of Baxalta, comprised of a contribution by Baxter of assets to Baxalta followed by a distribution by Baxter to its shareholders of approxi...
The stock of Corporation, (C), is all held by Shareholder A and his two children, B and C, in the following proportions: 70.17 percent, 28.33 percent, and 1.5 percent...
Shire plc is offering to acquire all of the stock of Baxalta, Inc. Baxalta's shareholders would receive as consideration for each share solely 0.1687 of a Shire ADR. The do...
The "Vapor Room" (VR) provides its patrons a place where they can purchase medical marijuana (MM) and consume it using the VR's vaporizers. Petitioner, (P), purch...
LTR 201531014, April 30, 2015, addresses the case of DP, a State A corporation, that is the parent of both a U.S. consolidated group and a worldwide group of corporations (the...
Mr. Marshall Naify, MN, created the Marshall Naify Revocable Trust, MNRT, on February 3, 1997. On December 18, 1998, MN formed M Corporation, M, a Delaware investment...
The issue is whether the expenses incurred by Taxpayers for tuition and education expenses are ordinary and necessary business expenses. They were not. See Myrup...
The combination of Broadcom Corporation and Avago Technologies Limited is structured as a "global" Sec. 351 exchange. Thus, Holdco, a foreign corporation, will be for...
Many foreign countries offer their residents tax incentives, in the form of lower tax rates, with respect to income derived, broadly, from "intellectual property." Fo...
TP operates casinos. TP offers two types of slot machines: reel machines and video machines. TP purchases all slot machines from third parties. TP characterizes its s...
On September 17, 1964, Mr. B was granted an option to purchase 3,000 shares of P Corporation, (P), stock at 9 7/8 per share pursuant to P's qualified stock option...
The pace of mergers has not shown any sign of slowing down, even during the normally slow summer months. Over the last few days, two transformative business combinations were i...
Generally, an allocation or distribution between a partnership and a partner for the provision of services can be treated as: (i) a distributive share, (ii) a guaranteed paymen...
As of January 1, 1988, the taxpayer, TP, had made interest-free demand loans to Foundation, F, with a total unpaid balance of $352x. During 1988, F repaid TP $121x, t...
On December 27, 1996, Marvel Entertainment Group, Inc., ("MEG") and certain of its subsidiaries filed petitions under chapter 11 of the Bankruptcy Code. At the time,...
Foreign Parent, FP, owns all of the stock of TP, a domestic corporation. TP owns all of the stock of Holding, H, a domestic corporation. TP acquired the stock of H se...
Ordinarily, when a corporation purchases the stock of another corporation, the purchaser "inherits" the target's basis, which is inevitably small, in its assets....
The respondent, (R), an individual taxpayer, owns securities in two mutual funds ("Trusts"). The Trusts earn a portion of their income by participating in r...
On Friday, July 17, 2015, Yahoo! (YHOO) filed the preliminary information statement for a corporation, named Aabaco Holdings, Inc. ("AHI" or "Spinco"), whic...
The taxpayer was the president and a member of the board of directors of M Corporation, (M), and he owned 12,015 shares of its common stock. The taxpayer had the righ...
Sec. 83(a) of the Code provides that if, in connection with the performance of services, property is transferred to any person...the excess of the fair market value of the prop...
X, a calendar year 'S' corporation, maintains Plan Y, (Y),an Employee Stock Ownership Plan, (ESOP). Y holds 100 shares of X that it purchased on January...
The Firm appeals from the tax court's decision holding that three associate attorneys and one law clerk who worked at the Firm were employees. The appeal was unsu...
MPLX LP, (MPLX), and Mark West Energy Partners, L.P., (MWE), recently announced the signing of a definitive merger agreement in connection with which MWE would become a "w...
Black Hills Corporation, (BKH), recently announced it has entered into a definitive agreement to acquire SourceGas Holdings LLC from certain investment funds, including a unit...
TP is a domestic corporation. Issuer is a newly-formed corporation and isa subsidiary of Newco. Issuer Subsidiary, (IS), is a newly-formed subsidiary of Issuer....
A and B each owned 50 percent of the stock of W,X, Y, and Z. On January 1, 1975, they transferred all of their stock in those corporations to a newly-formed corporati...
Aetna (AET) and Humana, Inc., (HUM) have entered into a definitive agreement in connection with which AET will acquire HUM for consideration valued at a staggering $37 billion....
It appears that LTR 201528006, July 16, 2014, is the ruling issued to Windstream with respect to its spin-off of "Distribution Assets" and concurrent REIT election fo...
Sec. 280G of the Internal Revenue Code defines a parachute payment as a payment to a corporate officer that is contingent on a change in the control or owner...
The "basket option contract," in the I.R.S.'s estimation, is a tax avoidance transaction. Notice 2015-47, issued on July 8, 2015, identifies it as a "listed&...
Qualifying small business corporations may elect 'S' corporation status. Eligibility turns on three characteristics: (i) thenumber of shareholders, (ii)...
Now that Hewlett Packard Co. has made certain SEC filings regarding the separation of its businesses via a tax free spin-off, the question of whether the spun-off corporation,...
The Procter & Gamble Company (PG) is once again doing, from a financial engineering point of view, something it has become expert in: divesting a business in a tax-efficien...
Overseas Shipholding Group, Inc., (OSG), is in the business of transporting bulk crude oil and refined petroleum products throughout the world. OSG owns, among other subsidiari...
The business combination recently announced by ACE Limited (ACE) and The Chubb Corporation (CB), one of the largest deals of this or any other year, will be structured in such...
Massachusetts Mutual Life Insurance Company, (MMLIC), is a mutual insurance company owned by its policy holders. For Massachusetts tax purposes, MMLIC is required to file on a...
X Corporation, (X), a large widely held and publicly traded corporation, owns all of the stock of Y Corporation, (Y), and has owned such stock for more than five year...
Centene Corporation, (CC), and Health Net, Inc., (HNI), have entered into an agreement and plan of merger pursuant to which CC will be acquiring HNI. The agreement and plan of...
On January 1, 1975, X Corporation, (X), effected a split-off of its Division B with the retention of Division A. The transaction qualified as a reorganization under S...
During 2000 and 2001, VH was a citizen of the U.K. During 2000 and 2001, IH, her husband, was a U.S. citizen. Both became U.S. residents on January 16, 2001. IH was employed by...
P is a domestic corporation and is the wholly-owned subsidiary of CA, a Country Z corporation. P is the parent corporation of a U.S. affiliated group made up of Corp. B, Corp....
On May 29, 2015, Medtronic plc, (MDT), filed Form 8937, "Report of Organizational Actions Affecting Basis of Securities," with the I.R.S. The Form noted that the comp...
Willis Group Holdings plc (WSH) and Towers Watson & Co. (TW) have announced the signing of a definitive merger agreement under which "the companies will combine in an...
The Patient Protection and Affordable Care Act (the ACA) adopts a series of reforms designed to expand coverage in the individual health insurance market. In addition to those...
The issue is whether the restructuring of a debtor corporation ("DC") constituted a reorganization within the meaning of Sec. 368(a)(1)(G) of the Internal Revenue Cod...
On July 1, 1953, Mr. M and Mr. S incorporated M&S Corporation, (MSC), which was continuously engaged in the active business of road construction. MSC was also eng...
Delhaize Group and Royal Ahold N.V. have announced their intention to pursue a business combination of the two supermarket giants. The announcement has elicited a large amount...
Corporation, (C), is a State A corporation engaged in Business and has had a valid election to be treated as an 'S' corporation since Date 1. Before Date 2, S...
Martha Stewart Living Omnimedia, Inc. (MSLO) and Sequential Brand Group, Inc. (SBG) have announced a business combination that will result in each of MSLO and SBG becoming subs...
PCFC operated as a Real Estate Investment Trust, (REIT), from May, 2004 until at least March, 2007, when it filed a petition for chapter 11 bankruptcy. Throughout tha...
Darden Restaurants, Inc., (DRI), has announced the adoption of a "strategic real estate plan," the centerpiece of which is a spin-off (or perhaps a split-off) of the...
The taxpayers owned and occupied a residence that had a fair market value substantially less than the amount of the first and second recourse mortgag...
The issue in Commissioner v. Beekman Winthrop , 98 F.2d 74 (2d Cir. 1938), was whether a capital loss was sustained by Mr. Winthrop in 1932 or in1934. T...
A distribution qualifies as a distribution in part or full payment in exchange for stock (rather than as a distribution of property to which Sec. 301 applies) if (i)...
Ordinarily, the common parent functions as the "agent" for the consolidated group which it heads up and, accordingly, among other things, any refunds due the group, f...
Distributing, a publicly traded State A corporation, is the common parent of an affiliated group of corporations that files a consolidated income tax return.
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Under current law, which reflects the repeal of the "General Utilities" doctrine (under which assets could "move" out of corporate solution on a tax-free ba...
X and Y are unrelated persons. On May 14, 1989, X and Y entered into a contract that requires X to transfer B to Y and requiresY to transfer to X property of a...
Sub, which is wholly-owned by TP, and Bank 1 entered into an interest rate swap and a "collar agreement" on Date 1. On Date 2, the parties entered into a &q...
For many businesses the Commercial Activity Tax (CAT) served to replace the tax imposed on the privilege of exercising a corporate franchise in Ohio. Businesses not having posi...
Team, (T), is a professional sports franchise (we believe T is the New England Patriots) located in City. For many years, T has played its home game in Stadium, also...
In July 2009, a local government ("I") issued taxable direct pay Build America Bonds (BABs) with an interest rate of six percent. Subsequent to issuance, I applied fo...
The equity method of accounting best enables investors in corporate joint ventures "to reflect the underlying nature of their investment in those ventures." In additi...
C is a publicly-traded partnership (PTP or MLP). C is not engaged in a "financial or insurance business." C periodically issues both fixed rate and floating rate debt...
Taxpayer, (TP), is a resident of State. TP contracted with X to purchase and install a residential alternative renewable energy system at TP's residence. See LTR...
A was employed by TC from 1990 through 2001. During that period of time, the plaintiffs (A and his wife) were residents of Connecticut (CT). A was also a CT resident while he w...
A foreign corporation will be treated as a "surrogate foreign corporation" (making the domestic corporation which it acquires an "expatriated entity" subjec...
Company, (CO), is engaged in the business of providing highly specialized technological services to clients worldwide. The services CO provides require the use of &qu...
The Wendy's Company (TWC) is offering to purchase shares of its common stock pursuant to (i) "auction tenders," at prices, within a defined band, specified by the...
A corporation, (U), incurred organizational expenses before 1954 in the amount of $607,601. In July, 1964, U and C Corporation, (C), entered into a merger agreement....
TP is a REIT. TP is the general partnership of Partnership (PS) and owns approximately "A%" of the outstanding common units of PS. Thus, TP is an "UPREIT."&...
Last week three significant transactions were announced, and each such transaction featured interesting tax angles. Our preliminary observations contained in our previous Bulle...
TP is an accrual basis 'S' corporation with a fiscal year ending March 31. Prior to the end of its Year X taxable year, TP's Board of Directors authorized...
Y, a newly-formed corporation, purchased all of the stock of X from Mr. A for cash and debt, including a subordinated debenture. Shortly after the acquisition of X...
Avago Technologies Limited, (AVGO), and Broadcom Corporation, (BRCM), announced a definitive agreement pursuant to which "AVGO will acquire BRCM" in a cash and stock...
P Corporation, (P), owns all of the stock of S Corporation, (S). S sold all of the stock of three of its subsidiaries to unrelated Z Corporation, (Z), in exchange&nbs...
The income tax that the State of Maryland (M) imposes upon its residents has two parts: a "state" income tax and a "county" income tax. If M residents pay i...
Although the merger agreement has not yet been published, we have, we believe, sufficient information to intelligently discuss the likely tax consequences flowing from the land...
Partnership A, ("PSA"), was formed on Date X and various Branded Insurers and their subsidiaries became partners of PSA on Date Y. The purpose of PSA was to provide a...
"Earnings stripping" includes the practice by which a U.S. corporation pays interest on indebtedness owed to a related foreign person. The interest paid (or incurred)...
Yahoo! has announced an historic, but not unprecedented, spin-off in which it will distribute to its shareholders the stock of a new corporation (Spinco) whose assets will cons...
NS and his wife, JS, owned approximately 99 percent of the stock of P, C, and RO. All three corporations were engaged in the sale and servicing of automobiles....
Energizer Holdings, Inc. (ENR) is only a month away from completing, via a tax-free spin-off, the separation of its Personal Care business from its Household Products business....
Under current guidance, in the case of a "business combination," if the initial accounting for the combination is incomplete by the end of the reporting period in whi...
Rev. Rul. 73-44, 1973-1 C.B. 182, finds that a distribution by X corporation (X) of the stock of Y corporation (Y) qualifies under Sec. 355(a) of the Code with the result that...
X corporation (X) and Y corporation (Y) are unrelated corporations. On July 1, 2011, X grants a stock option to A, an employee of X since January 4, 2011, entitling A to purcha...
ascena retail group, inc. (ASNA) and ANN INC. (ANN) announced yesterday that they have entered into a definitive merger agreement in connection with which ASNA will acquire all...
Corporation A, (A), owned Corporation B, (B), a pureholding company. The sole asset of B was an "X%" interest in Corporation C, (C), an operating comp...
Ocean Pines Association, ("the Association"), is non-stock corporation organized and incorporated in Maryland. It oversees a subdivision of more than 3,500...
Danaher Corporation, (DHR), on May 13th, announced both a massive acquisition and, concurrently, an intention to separate the company into two "independent publicly traded...
In 1983, the regulators examined M, a State X bank, and determined it had "substantial financial problems." The regulators began negotiations with another S...
Williams, ("WMB"), and Williams Partners L.P., ("WPZ"), announced an agreement under which WMB will acquire all of the common units in WPZ it does not alrea...
On October 5, 2005, the parents (E) of petitioner (P) purchased a $2,150,000 house in Oakland, California ("the property"). E and P considered the property...
NXP Semiconductors NV (NXPI) and Freescale Semiconductors Ltd. (FSL) have entered into a plan and agreement pursuant to which NXPI will acquire all of the stock of FSL for a mi...
Between April 6, 1999 and December 31, 2000, Lehman Brothers, Inc. (LBI), a U.S. subsidiary of Lehman Brothers Holdings, Inc. (L), entered into hundreds of "stock loan tra...
On Date B, P Corporation, (P), acquired the stock of T Corporation, (T), in exchange for Pstock and cash in a transaction that did not constitute a "revers...
TP is a Real Estate Investment Trust, (REIT). TP is the managing general partner of OP and owns approximately "a%" of the outstanding common units of OP. OP...
Alexion Pharmaceuticals, Inc., (ALXN) made headlines yesterday as a result of the magnitude of the premium it is offering in connection with its planned $8.4 billion acquisitio...
C is a broadcasting company. C donated its film library to a charity described in Sec. 170(c) of the Internal Revenue Code. C's adjustedbasis in the library...
The I.R.S. issued proposed regulations yesterday which, for the first time, provide a comprehensive definition of "qualifying income" to be employed by entities organ...
MM is a mutual life insurance company. Sec. 808(c) of the Code permits life insurance companies to deduct an amount equal to the policyholder dividends "paid or accrued&qu...
TP intends to elect to be treated as a Real Estate Investment Trust, (REIT). TP's only assets willconsist ofwarehouses and central refrigeration syste...
Hunter T. Hillenmeyer, (HTH), a former linebacker for the Chicago Bears, challenges the method by which the city of Cleveland's municipal income tax was imposed on his earn...
Petitioner, (P), is a Pennsylvania corporation authorized to do business in New York State. For each of the three taxable years in issue, P reported New York State income and o...
The taxpayer, (KO), was employed with the New York State Department of Insurance. In 1993, KO commenced participation in the New York State and Local Retirement Syste...
KMPS was a limited liability company (LLC) formed in Michigan and wholly-owned by its single member,Kmart Corporation (Kmart). KMPS filed a Michigan single busi...
Taxpayers, (TPs), were full-time residents of the State of Illinois during 2011. TPs therefore reported the entire amount of their wages and other taxable income on Form IL-104...
Individual, (I), owned H, a domestic corporation. H owned S1 and S2. I, S1, and S2 collectively owned 100 percent of S3, a Country X corporation; S1 owned more than 8...
On August 12, 2005, the taxpayer, (R), purchased a 2006 Ford F-350 pickup truck for $40,210.65. On October 28, 2005, he attended a "gathering" at a friend&#...
P owns C1. Both are incorporated in Country 1. C1 owns TP and TP owns C2. TP and C2 are each incorporated in the United States. TP owes P Dollar Amount 1, and C2 owes P Dollar...
TP is a Country A corporation which from 1977 through 1983 was owned 75 percent by X and 25 percent by Y. X and Y are Country B corporations controlled by Family....
The Treasury Department and the I.R.S. "are aware of situations in which a hedge fund establishes a purported foreign reinsurance company in order to defer and reduce the...
What makes for a low effective tax rate? Permanent differences—income that’s reported for financial accounting purposes but is not includible in gross inc...
ARRIS Group, Inc., (AG), has entered into a plan and agreement with Pace plc (P) which will lead to each of AG and P becoming subsidiaries of "New ARRIS," (NA), a cor...
Mississippi Code Ann. Sec. 27-7-15(4)(i) permits a recipient of an intercorporate dividend to exclude that dividend from gross income if the distributing corporation is doing b...
During its Year 5 tax year, the taxpayer, (TP), a corporation, filed an application for an "advance pricing agreement" (APA), pursuant to Rev. Proc. 91-22,...
In October 2014, Symantec Corporation, (S), announced its intention to separate into a security business and an information management business. Such separation was to be accom...
On May 25, 1970, the parents of the taxpayers, CJW and SEW, executed the instruments necessary to create two trusts for the benefit of their grandchildren. The primar...
USP wholly owns CFC A, a controlled foreign corporation with unremitted earnings. During Year 1, CFC A made several loans to USP pursuant to a line of credit.
&...
Nokia's understanding with Alcatel-Lucent is couched in unusual terms. Apparently, Nokia has to structure the acquisition as a "public exchange offer" (to be file...
On August 13, 1973, the taxpayer, (MAJ), and "Buddy" Schoellkopf, (B), were divorced after 31 years of marriage. In the property settlement, MAJ received 1,...
If the landmark Kraft/Heinz merger is completed, each outstanding share of Kraft common stock...will be converted into the right to receive one share of common stock of the mer...
C Corporation (C) is a country J corporation. X is a Country J partnership; public investors own an "s%" limited partnership interest in X, a Country J part...
Ventas, Inc., a REIT, has announced its intention to spin off "most of its post-acute/skilled nursing facility (SNF) portfolio into an independent, publicly traded REIT (S...
During the period 2000-2006, EBI was a corporation domiciled and headquartered in Connecticut. During the period 2000-2006, EBI owned 100 percent of the stock of AFB,...
Mr. A owns 50 percent of the stock in Y Corporation, (Y). As a result of "family attribution" (from his children), Mr. A is considered to own approximately...
Bonds that are issued for more than, or less than, their stated redemption price at maturity, are said to have been issued at a "premium" or "discount," res...
TP is a physicist who worked on the Manhattan Project to develop the atomic bomb during World War II. He also served as a civilian adviseron one of the flights...
C is a "publicly traded partnership" (PTP or MLP). C is primarily engaged in the transportation, storage, and distribution of refined petroleum products.
Virtual currency is a form of "electronic/digital money" that can be used as a medium of exchange or as a form of digitally stored value. Taxpayers may deploy it to p...
T, which has elected to be treated as a Real Estate Investment Trust, (REIT), owns approximately "a%" of the common units and is the general partner of Limi...
The issue that arose in connection with Kraft's merger with Heinz has come up once again with respect to a much smaller deal involving two Bermuda insurers, Montpelier Re H...
Sears Holdings Corporation, (SHC), will, in an unusual manner, divide itself into an "opco/propco," with propco (Seritage Growth Properties or SGP) scheduled to acqui...
T was established as a C corporation on Date 1 and elected to be treated as a REIT for its first taxable year ended Date 2. Since its inception, T's operations ha...
Charter Communications, Inc. (CHTR) has accumulated approximately $9.5 billion in Federal net operating losses (NOLs). Some $5.3 billion of these NOLs are "unrestricted,&q...
TP is a publicly traded multinational corporation and a "leading global provider of Products." TP wholly owns all of the shares of certain controlled foreig...
From 1999 through 2001, Mr. Vincentini (V) was an investor in Anderson Ark & Associates (AA), an international fraud scheme that marketed phony investment program...
Following a study in which the notion of separating the businesses of Madison Square Garden Company (MSG) was carefully considered, the company has decided to proceed with such...
X is a corporation that was organized under the laws of Country A which meets the requirements of Sec. 856(a)(1), (a)(2), and (a)(4) through (a)(7) of the Internal Re...
The Dow Chemical Company (DOW) and Olin Corporation (OLN) have announced a definitive agreement pursuant to which "a significant portion of DOW's chlorine value chain&...
From 1996 to 1999, PD and LD, husband and wife, owned more than one residence, a principal residence and a lake house. PD, an ordained minister, worked for PDM, Inc.,...
H.J. Heinz Holding Corporation (HJH) and Kraft Foods Group, Inc. (K) have entered into a definitive merger agreement for the purpose of creating "The Kraft Heinz Company,&...
A trust and one of its beneficiaries, Mr. A, owned all of the stock in X Corporation, (X). None of the stock owned by Mr. A is constructively owned by the other benef...
Press reports last Sunday strongly suggested that Tenet Healthcare Corporation, (T), was on the verge of acquiring USPI Group Holdings, Inc. (USPI). In fact, although such an a...
In 1999 and 2000, AG purchased three nuclear power plants. AG paid $93 million for those plants. AG was subject to regulations promulgated by the NRC, including the obligation...
On Date 1, the Issuer privately placed Amount 1 of exchangeable debentures ("X Debentures"). The Issuer characterized the X Debentures as contingent payment debt inst...
The issue is whether a distribution of real property to two of a corporation's shareholders in redemption of their stock constituted a distribution in partial...
TP provides commercial banking and credit card services. It is the parent of Sub 1 and Sub 2. TP, throughthe subsidiaries, issued credit cards to (i) U.S. citiz...
GLPI's proposal regarding Pinnacle Entertainment (PNK) envisions a spin-off of an "opco" followed immediately by a merger of the remaining company (propco) with a...
Nathan's Famous, Inc. (NATH) recently declared a mammoth cash dividend in the amount of $25 per share. This represents over 1/3 of NATH's stock price immediately prior...
Mr. Jahn did not file an income tax return for several years, including 2004. The I.R.S. eventuallycaught up with him and the Commissioner executed a return for...
Plaintiffs deducted $16,218 for the purchase and erection of an MET tower: a piece of technologicalequipment that, along with associated peripherals, is used to...
Sec. 965, the so-called "repatriation holiday" provision, states: In the case of a corporation which is a U.S. shareholder and for which the election...is in effect.....
Although the I.R.S. is no longer, and has not been since 2013, issuing spin-off rulings, it will rule on "significant issues" associated with spin-offs. LTR 201511001...
In New York State, (NY), certified "EZ" businesses qualify for certain EZ tax credits. A certified EZ business that meets specific employment tests may become a "...
Mr. Robert F.Cavuto (RC) was married to the daughter of Mary Lou Hayes (MLH). During the time they were married, MLHpermitted the couple to have their own...
During 2008, Mr. X, (X), was an "active participant" in a retirement plan maintained by his employer. X contributed $5,000 to his I.R.A. account for 2008.
The service that permits customers to view a variety of video channels on their television sets is known as "multi-channel video programming." The satellite companies...
Gaming and Leisure Properties, Inc. (GLPI), the company that was spun-off from Penn National Gaming in a landmark transaction that became the model for "opco/propco"...
Partnership X (PSX) served as a traditional holding company for Partnership Y (PSY) and held a majority interest in Partnership Z (PSZ). Historically, PSY and PSZ engaged in th...
On March 4th, AbbVie Inc. (A) and Pharmacyclics, Inc. (P), each a Delaware corporation, entered into an Agreement and Plan of Reorganization, by and among A, P, Oxford Amherst...
During its taxable years ended June 30, 1983 through June 30, 1988, KCI, Inc., (KCI), maintained several defined benefit pension plans. These plans were subject to mi...
The taxpayer, Mr. Venet, (V), worked for 22 years before being laid off in September, 2001. He was unable to find suitable work again until 2005. During this time, V...
Springleaf Holdings, Inc. (LEAF) has agreed to purchase from CitiFinancial Credit Co. (CF) all of the shares of One Main Financial Holdings, Inc. (OM), a wholly-owned subsidiar...
TP acquired a "Consolidated Filing Group", (CFG). TP converted CFG into an LLC on Date 2. TP filed amended returns for CFG for the calendar year 2 through 3...
FW is a temporary personnel agency based in Houston, Texas. It purchased two insurance policies from AH, each covering both workers compensation and employers liabili...
Late in 2014, Visteon Corporation signed an agreement to sell its approximately 70 percent stake in Halla Visteon Climate Control (HVCC) to multiple purchasers. Visteon expects...
Downey Financial Corporation (DFC) and its subsidiaries, including Downey Bank (DB), entered into a tax-sharing agreement, (TSA), which provided for the filing of consolidated...
What used to be quite common has now become exceedingly rare; an acquisition by a foreign corporation of the stock of a U.S. corporation in what is now widely known as an "...
TP is a domestic corporation that intends to elect to be treated as a Real Estate Investment Trust, (REIT). TP owns all of the stock in S. S is a domestic corporation...
In 1998, GK sold a business to SS. In connection with the sale, GK purchased Securities issued by SS for $98.6 million. Later, GK's Board of Directors decided to "aban...
During 2005,appellant was a member of each ofKJAC and MJAC, limited liability companies treated as partnerships for tax purposes. During 2005, each such p...
On or before October 25, 1949, petitioner adopted a profit-sharing plan ("Plan"). The I.R.S. determined that the Trust established pursuant to the Plan was...
On June 30, 2014, Fidelity National Financial, Inc. (FNF) completed the recapitalization of its common stock into two "tracking" stocks; FNF Group common stock and FN...
C-I, an individual, did not file her 2002 federal income tax return before March 12, 2008; nor did she file her 2003 federal income tax return before that date....
The New York Times recently published a series of articles in which it was revealed that many luxury condominiums and cooperative apartments in New York City are owned by wealt...
On December 1, 1952, the plaintiff adopted for its full-time employees a pension plan. The pension plan and trust met the requirements of Sec. 401(a) of the Internal...
R is a Real Estate Investment Trust, (REIT). R invests in real property from which it derives rental income and in debt instruments that are secured by mortgages on r...
USP is a domestic corporation that wholly owns FS. FS is a controlled foreign corporation (CFC), and USP is a "U.S. shareholder of FS. FS earns "subpart F income"...
In 1970, the voters of San Francisco approved a Payroll Expense Tax Ordinance. In the general election of 2008, the voters approved "Proposition Q." Proposition Q cre...
Petitioner, (P), is a Washington corporation. It operated a travel reservation facilitation business. Its parent also owned TripAdvisor (TA). P assisted the reservation of hote...
NetJets' flight programs allow customers to gain use of airplanes. To participate, the customer pays NetJets an amount equal to the cost of a portion of a single airplane o...
On Date 1, Corporation A ("A") and certain of its subsidiaries filed a voluntary petition under Chapter 11 of the Bankruptcy Code. The Plan was confirmed on Date 3--&...
D2 is a holding company whose primary asset is the stock of D1. D1 is also a holding company whose primary asset is the stock of several operating subsidiaries, including the s...
Spin-off requirements: "control" requirement: immediately before the distribution, T (the distributing corporation) must control the corporation whose stock...
Sears is registered with the Massachusetts Commissioner of Revenue ("the Commissioner") as a vendor and as such is required to collect and remit sales tax t...
Harris Corporation, (HRS), and Exelis, Inc., (XLS) have jointly announced a definitive agreement under which the former will acquire the stock of the latter "in a cash and...
Congress created Fannie Mae (FM) to "foster" the secondary market for home mortgages. FM's statutory charter exempts it from all state and local taxation, except...
While the "headline" cost of Verizon's wireline assets that will be acquired by Frontier Communications Corporation (FTR) is $10.54 billion, the "effective&q...
The taxpayer, (TP), an attorney, is a resident of New Jersey who practiced law exclusively in New Jersey on behalf of a law firm, (WEMED), during the years in issue,...
Staples, Inc. (S) and Office Depot, Inc., (ODP), have announced the execution of an Agreement and Plan of Merger "by and among S, Staples AMS, Inc., and ODP, pursuant to w...
While President Obama's budget package, at least on the revenue side, reiterates many of the proposals he has advanced in each of his previous budget submissions, a new pro...
Distributing (D) has two classes of stock outstanding, Class A and Class B. The Class A stock is "high vote" stock that is not publicly traded; and the Class B stock...
B Corporation, (B), was an 'S' corporation. The petitioners owned 39 percent of the stock of B. On its 1964 income tax return, B reported a net operating loss...
Costco Wholesale Corporation's Board of Directors has declared a "special" cash dividend in the amount of $5 per share, payable February 27, 2015, to shareholders...
D Corporation, (D), has outstanding "g" shares of common stock. D also has outstanding one class of convertible preferred stock which will be converted into...
Although the I.R.S. no longer issues rulings under Sec. 355, it will entertain requests for rulings with respect to "significant issues" associated with these transac...
TP is jointly owned, indirectly, by foreign entities. For the taxable years ended "Y", TP viewed the foreign entity from which it had received loans as a re...
Yahoo! Inc. (Y) has announced its plan to divest, "tax-efficiently," its Alibaba (BABA) stake and, not surprisingly, the plan employs the spin-off provisions of the t...
P owns all of the stock of OS, which operates Business A and Business B. OS has been actively engaged in Business A for more than five years, through its wholly-owned subsidiar...
Ford Motor Company, (F), has reported that "Venezuelan exchange control regulations have resulted in an other-than-temporary lack of exchangeability between the Venezuelan...
C is a public corporation which isengaged in Business. As of the close of business on Date 3, C had "a" outstanding shares of voting common stock (&qu...
Rock-Tenn Company (RKT) and MeadWestvaco Corporation (MWV) today announced an agreement pursuant to which each of RKT and MWV will becomes subsidiaries of a new corporation (&q...
The Donor Source (TDS) is one of about 30 egg donor agencies in California. Petitioner, (P), signed one contract with TDS in February 2009. The contract plainly provides that i...
City National Corporation (CYN) and Royal Bank of Canada (RY) have reached an agreement pursuant to which CYN will be merged with and into RBC USA Holdco, (RBC), a direct wholl...
P Corporation, (P), formed Subsidiary, (Sub). T Corporation, (T),a holding company, owns all of the stock of R Corporation, (R), and S Corporation, (S). P's...
M was a partner in the consulting business of PWC until 2002, when PWC sold its consulting business to IBM. PWC transferred its consulting business to PWCC, a partnership. Amon...
Sec. 453B replaces and provides generally the same rules as former Sec. 453(d). Under Sec. 453B(a), gain or loss is recognized upon the satisfaction of an installment obligatio...
Many high profile debtors, such as EFH and Caesars, operate through single-member limited liability companies which are treated, for tax purposes, as "disregarded entities...
Iron Mountain, Inc. filed its ruling request with the I.R.S. on July 18, 2012. The ruling was finally issued, nearly two years later, on July 9, 2014. It is unclear, given the...
President Obama, in his State of the Union address, will propose to radically alter the tax rules regarding the transfer of appreciated assets in transactions that have not, hi...
Convertible virtual currency is virtual currency that has an equivalent value in "real" currency, or that acts as a substitute for real currency. Virtual currency is...
In July, 1982, P Corporation, (P), adopted an incentive stock option (ISO) plan. Certain employees of Pexercised options granted under the plan on February 9, 1...
1. TPs are a married couple and are jointly and severally liable on a mortgage, but one spouse is deceased at the end of the taxable year and the bank issues a Form 1098 under...
The decedent died on August 18, 1972, leaving the residue and remainder of her estate for the support, maintenance, and education of her grandchildren. To carry out t...
The Financial Accounting Standards Board ("FASB") recently issued an ASU as part of its laudable initiative "to reduce complexity in accounting standards."&...
A transaction that meets all of the requirements of Sec. 355 can nevertheless be rendered taxable (at the level of the distributing corporation, but not with respect to its sha...
MeadWestvaco Corporation, (MWV), announced its intention to "separate" its Specialty Chemicals business from the rest of the company. The separation is expected to be...
By its very nature, the accounting for contingencies, in particular loss contingencies, is fraught with uncertainty. The accounting rules are premised on judgments and predicti...
MoneyGram International, Inc., ("MG"), sells money orders and money transfer services to consumers through "agents." These agents include banks, credit unio...
In December 2012, the federal estate and gift tax laws allowed a unified $5 million credit that, without prompt and decisive Congressional action, was scheduled to be reduced t...
There are, in many cases, substantial differences between the manner in which a transaction is reported for financial accounting purposes and the way in which it is reported fo...
Fund, ("F"), a State A limited partnership, was formed on Date A. In Year 2, F converted to a Country X exempted limited partnership. F was treated as a partnership f...
In 2006 and 2007, Mr. George E.Ham, (H), purchased shares in four mutual funds managed by Janus Capital Group, (J), a regulated investment company (mutual fund)...
The New York Post is reporting that "Time, Inc. can merge or be bought as soon as this month without jeopardizing the tax-free stock swap that created t...
December 31, 2014 - Volume 8 Issue 251Print Report
T Corporation, (T), isa regulated public utility. T has outstanding 29,500 shares of voting common stock, all of which were held by Mr. A. ACQ is also a regulat...
December 30, 2014 - Volume 8 Issue 250Print Report
X is a corporation whose 20 shares of its sole class of common stock is held by Mr. A. In order to provide an equity interest in the business toindividuals B, C...
One of the downsides of converting from C corporation designation to REIT status is "depreciation recapture." Frequently, the property owned by the converting corpora...
December 29, 2014 - Volume 8 Issue 249Print Report
TP owned a 25-story, steel frame office building located at 1819 Broadway, Manhattan, New York. The building was, on November 17, 1953, rented to 82 commercial tenant...
The Financial Accounting Standards Board ("FASB") has issued new rules that will simplify the accounting for business combinations, at least in the case of private co...
December 26, 2014 - Volume 8 Issue 248Print Report
T merged with and into TP in a transaction to which Sec. 381 applied. TP is the common parent of an affiliated group which files a consolidated income tax return....
The recently issued S-4 with respect to the combination of Allergan, Inc. (AGN) and Actavis plc (ACT) discloses that the transaction will be structured as a "reverse trian...
December 24, 2014 - Volume 8 Issue 247Print Report
From its incorporation until May, 2002, Woodside Ranch Resort, Inc., (WRI), owned and operated a dude ranch resort. On May 17, 2002, the operating assets and business...
December 23, 2014 - Volume 8 Issue 246Print Report
TP is an employee of Employer in State X. Employer provides certain employees with an opportunity to voluntarily purchase supplemental unemployment insurance. TP will...
X is a limited partnership. X is contemplating an initial public offering (IPO) of limited partner interests, following which it would become a "publicly traded partnershi...
December 22, 2014 - Volume 8 Issue 245Print Report
The issue is whether, in Canada, court ordered damages for breach of contract are deductible as an expense "for the purpose of gaining or producing income from a...
December 19, 2014 - Volume 8 Issue 244Print Report
The taxpayer, (TP), is a corporation that sells testing equipment used by research and development departments of corporations, governments, and universities. It soug...
December 18, 2014 - Volume 8 Issue 243Print Report
In Year 0, T, a unit investment trust, decided to sell its assets and invited bids from prospective buyers. In Month a of Year 1, TP entered into a binding agreement...
Congress has just approved the Tax Increase Prevention Act of 2014 (HR 5771). President Obama has promised to sign the bill, which should therefore become law in a matter of da...
December 17, 2014 - Volume 8 Issue 242Print Report
X isa holding company and operates retail stores through its subsidiaries. In Year 2, X opened a warehouse and distribution center ("the Distribution Cente...
Taxpayer, ("TP") is a REIT. TP proposes to construct and affix "electric sign structures" to several of its existing outdoor steel sign structures that are...
December 16, 2014 - Volume 8 Issue 241Print Report
In 2001, Mr. and Mrs. Rickard, (R), purchased three life insurance policies through the same broker, LTS. In each instance, LTS, through his corporation, E, issued a...
Taxpayer ("TP") intends to elect to be treated as a REIT. A segment of TP's overall business involves the leasing of "Systems" to wireless communication...
December 15, 2014 - Volume 8 Issue 240Print Report
D is a State X corporation engaged in Business A and Business B. D has outstanding "n" shares of common stock held by "o" shareholders. There are three shar...
December 12, 2014 - Volume 8 Issue 239Print Report
TP, an individual taxpayer, owned 40 acres of land in City M on which he farmed and raised cattle. TP learned, through a report in a local newspaper, that City M inte...
December 11, 2014 - Volume 8 Issue 238Print Report
Morgan Stanley, (MS), wholly owned MSC. MSC transacted business in New Jersey, (NJ). MSC entered into a number of financial transactions with MS and/or MS' subsidiaries and...
TP is a Real Estate Investment Trust, (REIT). TP owns an "a%" limited partnership interest in F, a State 1 limited partnership. F owns the sole membership i...
Hampton Roads Bankshares, Inc., (H), is a bank holding company. H's stock was listed on the NASDAQ Global Select Market. Not surprisingly, the performance of H's subsid...
TP provides goods, services, and other items under an agreement known as a "Multiple Deliverable Contract", (MDC), which requires TP to provide bundled prod...
D Corporation, (D), is a publicly-traded Country A corporation. D has outstanding two classes of stock, publicly traded ordinary shares of a single class ("D Com...
Hawaiian Electric Industries, Inc. (HEI), and NextEra Energy, Inc., (NEE), have announced one of the more interesting transactions we have recently encountered. At the end of t...
Petitioners were nonresidents of New York State (NYS) during 2008. Prior to 2008, L (the husband) owned 100 percent of the stock of PWC, a corporation doing business partially...
Recently, Cypress Semiconductor Corporation, (CY), and Spansion, Inc., (CODE), announced a "merger of equals" transaction the details of which are disclosed in the me...
Barnes Group, (B), owns the stock of ASA, a foreign subsidiary flush with cash. To access that cash without U.S. tax consequences, B devised the following plan--
--B...
Bloomberg is reporting that Loral Space & Communications, Inc., (L), is once again "on the block" and is nearing an agreement to dispose of its assets to Canadian...
C, a position holder of taxable fuel, is liable for tax under Sec. 4081 for rack removals of taxable fuel. C also produces alternative fuel mixtures as defined in Sec. 6426(e)(...
Occidental Petroleum Corporation, (OXY), is poised to distribute to its shareholders, on a pro rata basis, approximately 80.1 percent of the stock of its wholly-owned subsidiar...
SHI is the parent corporation of an affiliated group of U.S. corporations. In 1999, SHI acquired P. It later acquired B. The SHI Group provided guarding services, alarm system...
A pending "inversion" transaction was enjoined by a Delaware Chancery Court judge recently because of a "disconnect" between the manner in which the transac...
November 28, 2014 - Volume 8 Issue 229Print Report
Sec. 408(d)(3)(A)(i) of the Code provides that any amount distributed from an I.R.A. will not be included in the gross income of the distributee to the extent the amount is pai...
November 26, 2014 - Volume 8 Issue 228Print Report
Pursuant to a Stock Purchase Agreement (SPA) executed on Date 1, P agreed to acquire 100 percent of the stock of T from its shareholders (Ss) over the course of several purchas...
One of the more difficult questions that arises in connection with acquisitions is whether a "pre-sale dividend" remitted by the acquired corporation is properly trea...
November 25, 2014 - Volume 8 Issue 227Print Report
P Corporation, (P), owned all of the stock of S Corporation, (S), for over five years. Both P and Shave eachbeen engaged in the active conduct of a trade...
After reviewing the latest amendment to the Form S-4 filed by Medtronic Holdings, Limited ("New Medtronic"), we remain optimistic that the transaction involving New M...
November 24, 2014 - Volume 8 Issue 226Print Report
Do earnings and profits "travel" to the transferee when assets are transferred thereto by the transferor? The answer is only when the asset movement is of a type spec...
November 21, 2014 - Volume 8 Issue 225Print Report
X Corporation, (X), granted non-qualified options to certain of its key employees. Under the terms of the options, the employees had an unconditional right to receive...
November 20, 2014 - Volume 8 Issue 224Print Report
TP is an investment advisor who provides investment services to its related hedge fund entities through management agreements. TP is compensated for its services through manage...
In one of the largest business combinations of the year, Baker Hughes, Inc., (BHI), will be merging with and into a limited liability company, (RTLLC), to be created by Hallibu...
November 19, 2014 - Volume 8 Issue 223Print Report
S, an insurer, wrote variable annuity contracts with minimum guarantee provisions during the years at issue. As part of its strategy of hedging the minimum guarantees, S purcha...
November 18, 2014 - Volume 8 Issue 222Print Report
Mr. B owned all of the stock of BC Corporation, (BC). BC, in turn, owned 2/3 of the stock of BMC Corporation, (BMC). FO Corporation, (FO), owned the remainder of BMC&...
BB&T Corporation, (BBT) and Susquehanna Bancshares, Inc. (SUSQ) have announced the signing of a definitive agreement "under which BBT will acquire SUSQ in a cash and s...
With Yahoo! Inc. (Y) confirming the fact that it is exploring "tax efficient" options for the divestiture of its equity stakes in each of Alibaba (BABA) and Yahoo Jap...
Actavis plc (ACT) and Allergan, Inc. (AGN) announced that they have entered into a definitive agreement pursuant to which ACT will acquire AGN for a combination of (i) $129.22...
November 17, 2014 - Volume 8 Issue 221Print Report
Mason and Dixon Lines, (MD), is a Tennessee corporation engaged in interstate trucking. During the years 1971-1975, its trucks were found to be overweighton a&n...
November 13, 2014 - Volume 8 Issue 219Print Report
Mr. E, (E), was employed by Corporation A, (C), in Year Y. E was not an officer of C, nor was hea member of the group consisting of the highest paid one percent...
Although details are sparse, it appears that Berkshire Hathaway, Inc. (BRK), this time with none other than Proctor and Gamble (PG) as the counterparty, is engaging in one of i...
November 12, 2014 - Volume 8 Issue 218Print Report
Y Corporation, (Y), holds "d%" of the stock of X Corporation, (X). Y proposes to acquire sufficient shares of X so that it will hold at least 80 percent of...
November 11, 2014 - Volume 8 Issue 217Print Report
Dow Chemical Company, (D) selected 73 patents to contribute to a partnership. D selected patents valued at roughly $867 million with 71 of the patents having zero tax basis. Ne...
Rev. Rul. 72-71, 1972-1 C.B. 99, addresses the tax consequences of a rights offering similar to AT&T's historic early '70s offering. Sears Holdings Corporation (Sea...
We have always believed that the Penn National Gaming transaction, in which the company via a tax-free spin-off separated its real estate from its operating business, was one o...
Mr. A and his son, Mr. B, each owned exactly 50 percent of the stock of a corporation, (C). C redeemed all of the stock held by Mr. A for an amount of cash equal to t...
There are two settlement agreements involved in this case. Each of the agreements allocates the settlementawards as follows: "$X" allocated to alleged...
Laboratory Corporation of America Holdings, (LH), and Covance, Inc., (CVD), have entered into a definitive agreement pursuant to which LH will acquire all of the stock of CVD.<...
An I.R.S. official, in a speech delivered yesterday to a bar association group, had this to say regarding the status of the MLP ruling moratorium--"We have yet to write a...
AR is a "qualified personal service corporation" (QPSC) as defined in Sec. 448(d)(2) of the Code. AR owned all of the stock of OC. OC is not a QPSC.
&...
Recently, a Treasury Department tax official stated, clearly for public consumption, the following: "....We are looking at earnings stripping rules. This could either look...
In the '80s, petitioners were involved in a real estate development project called "HP." Petitioners promised to pay K $400,000 in the event HP "went under,&...
X Corporation, (X), has 100 shares of common stockoutstanding. Five of those shares are owned by Y Corporation, (Y), a holding company. The remaining 95sh...
Altria Group, Inc. (MO), accounts for its investment in SAB Miller (SAB) on the "equity method." MO currently owns 26.8 percent of the stock of SAB and has owned its...
P Corporation, (P), owns 100 percent of the common stock of S Corporation, (S). S also has shares of "b" series of preferred stock and shares of cumulative...
As part of an employment and stock purchase agreement dated May 22, 1970, a corporation, (X), agreed to sell to Mr. A, (AL), 40,000 shares of common stock at a price...
In light of the Treasury Department's issuance of Notice 2014-52, certain inversion transactions are less attractive than heretofore; and such Notice has reportedly been pr...
For taxpayers operating businesses within and outside the state, California applies the "unitary business principle." That method calculates the local tax base by fir...
KLA-Tencor Corporation (KLAC) has announced that its board of directors has authorized the financing of a "leveraged recapitalization," a term we have not heard for q...
Fund, (F), is a diversified, closed-end management investment company. F qualified as a regulated investment company under Sec. 851 of the Code engaged in the business of inves...
Kinder Morgan, Inc. (KMI) issued proxy materials the other day in which it discussed the tax consequences the unitholders of Kinder Morgan Energy Partners, L.P. (KMP) can expec...
X is a foreign corporation. X has 19 shareholders, six of whom were citizens of Country A ("Group A shareholders") and 13 of whom were U.S. citizens ("...
In two recently announced business combinations, the buyer is offering, as an integral part of the consideration, its own stock. In each case, moreover, the stock component of...
Affiliation is dependent upon satisfaction of the requirements of Sec. 1504(a). The following factors are generally key to determining satisfaction of those requireme...
AB acquired C, a large savings and loan association, in 1988. On December 4, 1992, the Office of Thrift Supervision (OTS) seized C and placed it into conservatorship...
AbbVie, Inc.'s unexpected and abrupt termination of its proposed transaction with Shire plc, a transaction that had been touted as replete with business benefits, leads to t...
Y is a limited partnership. Y intends to become a publicly traded partnership through an initial public offering. Y's initial fleet of n1 product tankers are designed and c...
D is the common parent of an affiliated group that files a consolidated income tax return. D is engaged directly and though subsidiaries in Business A, Business B, and Business...
Even though there has been a marked slowdown in the pace of inversion announcements following President Obama’s attack on the technique and the Treasury Departm...
The Blackstone Group L.P., a publicly-traded partnership, has announced a plan to spin off to its unitholders its financial and strategic advisory services, restructuring and r...
FX has outstanding 100 shares of voting stock which aredivided into two classes: 95 shares of Class A stockand five shares of Class B stock. The Class A s...
Ford Motor Credit Company (FMCC) is a Delaware corporation which operates a vehicle financing business in New Jersey (NJ) and elsewhere. For federal income tax purposes, FMCC d...
Pursuant to a plan of complete liquidation adopted by a domestic corporation, each shareholder was dulynotified, prior to February 15, 1978, that he would be en...
AMEC plc, (AM) has reached an agreement with Foster Wheeler AG, (FW), pursuant to which the latter will be acquired by the former in a multi-step transaction. Initially, a newl...
A controlled foreign corporation (CFC) is indirectly wholly owned by a domestic corporation (B) and is treated as holding obligations of B. Obligations of B held by CFC constit...
TP is a holding company that owns several insurance companies. TP plans to issue senior subordinated debt ("the Notes") and purchase put options ("the...
An "Omnibus Tax Memorandum," dated October 1, 2014 and filed with the Bankruptcy Court on that date, does a wonderful job of laying out the daunting federal income ta...
In 1984, a Massachusetts limited partnership sold real estate located in Boston. The sale produced a long-term capital gain that was distributed among the partners.
UBS has announced an internal restructuring which will lead to the formation of a "pure" holding company. Such holding company will own, directly and indirectly, all...
Sears Holdings Corporation, (SHLD), has a knack for devising creative ways to come up with needed capital. Its latest idea is to "sell," through a rights offering, to...
eBay, Inc., (E), following a strategic review by its Board of Directors, has decided, through the mechanism of a tax-free spin-off, to separate its businesses, with the result...
In 1998, N acquired OWF through a forward triangular merger under Sec. 368(a)(1)(A) and Sec. 368(a)(2)(D). OWF merged into WFC, a subsidiary of N organized for purposes of the...
SR is a foreign corporation and a nonqualified entity for purposes of Sec. 457A(b). SP is a partnership. Income of SP is allocated to persons subject to U.S. income tax.<...
Civeo Corporation, (CVEO), faced with a choice of two tried and true tax savings maneuvers, a REIT election or an "inversion," rejected the former and has chosen to p...
September 30, 2014 - Volume 8 Issue 187Print Report
As of April 20, 1982, C and D were partners in Partnership 1 through Partnership 12 and T3, T4, and T5 were partners in Partnership 1, 2, 4, 5, 6, 9, 11, and 12. The...
Chiquita Brands International, Inc., (CQB), and Fyffes plc, (FFE), have announced that their respective Boards of Directors have approved a revised agreement for the proposed c...
September 29, 2014 - Volume 8 Issue 186Print Report
Corporation S, (S), elected to be an 'S' corporation, effective Date 2. S owns all of the stock of DC1 which owns all of the stock of DC2. DC2 owns all of the...
September 26, 2014 - Volume 8 Issue 185Print Report
Cenex, Inc., (C), a cooperative,sells petroleum products to farmers and ranchers. In 1975, in order to obtain an assured supply of refined petroleum products, C...
September 24, 2014 - Volume 8 Issue 184Print Report
TP is a venture capital fund the primary purposes of which are to provide lease financing to, and purchase equity interests in, "emerging growth companies"....
The Treasury Department's response to the proliferation of inversion transactions was issued last night and is interesting only in the sense that it is so narrowly focused....
September 23, 2014 - Volume 8 Issue 183Print Report
Petitioners' Californiahome was damaged on February 9, 1971 as the result of an earthquake. On May 14, 1971, they applied to the Small Business Administrati...
Glimcher Realty Trust, (GRT), and Washington Prime Group, Inc., (WPG), each a REIT, have entered into a definitive agreement pursuant to which GRT will be merged with and into...
September 22, 2014 - Volume 8 Issue 182Print Report
Mr. G moved into rental property in Maryland in 2006 due to a relocation for his work. Mr. G testified that although he had moved to Maryland, his move was "work...
September 19, 2014 - Volume 8 Issue 181Print Report
B Corporation, (B),organized under the laws of Country X, is wholly-owned by Corporation A, (CA), a domestic corporation. Accordingly, B is a "controlled f...
September 18, 2014 - Volume 8 Issue 180Print Report
During the taxable year in dispute, the stock of Tulia Feedlot, Inc., (TF), was principally owned by 13 individuals: 11 such individuals each held 280 shares; two&nbs...
September 17, 2014 - Volume 8 Issue 179Print Report
L and its wholly-owned subsidiary, CBRA, were each Canadian companies. They belonged to a corporate group known as the CBRG. The parent of the CBRG was a Belgian company, CBRSA...
September 16, 2014 - Volume 8 Issue 178Print Report
For an entity to qualify as a REIT, Sec. 856(c)(4)(A) requires that, at the close of each quarter of its taxable year, at least 75 percent of the value of the entity's tota...
September 15, 2014 - Volume 8 Issue 177Print Report
Following an inversion, in order to "shift" income from the U.S. to a more favorable foreign jurisdiction, the U.S. company might declare and pay a dividend to its ne...
LTR 201437006, March 7, 2014 is the ruling issued to Tribune Media Company, (D), in connection with its distribution of 98.5 percent of the stock of Tribune Publishing Company,...
September 12, 2014 - Volume 8 Issue 176Print Report
In Month X, TP, a C corporation, issued debentures whichbear interest that is payable semi-annually on Date y and Date z of each year ("the Payment Dates&q...
AngloGold Ashanti Limited, (AGA), a company organized under the laws of South Africa, has received the required approvals "to restructure its international mining operatio...
September 10, 2014 - Volume 8 Issue 174Print Report
TP, a corporation, works with companies who wish to recognize and honor their employees' achievements. TP offers a wide variety of gifts and products. All of TP&#...
Fidelity National Financial, Inc., (FNF), is adopting a strategy most closely identified with Liberty Media in order to efficiently divest a less than controlling stake it owns...
September 9, 2014 - Volume 8 Issue 173Print Report
MC, a State 1 limited liability company treated as a partnership for tax purposes, serves as the investment manager for MF. MF is a family of investment partnerships. MF conduc...
"Earnings stripping" is a popular strategy that accompanies most, if not all, "inversion" transactions. Through intercompany debt arrangements instituted sh...
D is a REIT. D is the sole general partner of OP, a State B limited partnership. D owns approximately "a" of the common limited partnership units in OP. OP has also i...
September 8, 2014 - Volume 8 Issue 172Print Report
Sysco Corporation, (SY), was a Delaware corporation that maintained its principal place of business in Houston,Texas. SY filed Combined Massachusetts Corporate...
September 5, 2014 - Volume 8 Issue 171Print Report
Pursuant to an agreement ("the Bank Agreement"), S Corporation, (S), became subject to possible liability to the Bank for a portion of bad debt losses of th...
LVMH Moet Hennessey Louis Vuitton SA (LVMH) offers its shares to U.S. investors using an ADR mechanism. An American Depositary Share (ADS) represents ordinary shares of a forei...
September 3, 2014 - Volume 8 Issue 169Print Report
Fannie Mae and Freddie Mac (FM or the entities) are federally-chartered, privately-owned corporations currently under the conservatorship of the F.H.F.A. Each of these corporat...
LTR 201435005, February 28, 2014, is the ruling issued to Liberty Interactive Corporation, (D), with respect to its spin-off of Liberty TripAdvisor Holdings, Inc., (C). Despite...
Compuware Corporation, (CPWR), has announced that it will be acquired by Thomas Bravo, LLC, (TB), a private equity firm, in a transaction valued at approximately $2.5 billion.<...
September 2, 2014 - Volume 8 Issue 168Print Report
P Corporation, (P), owns all of the stock of D Corporation, (D). The latter is engaged in the active conduct of Business A. D owns all of the stock of C Corporation,...
TP is a Real Estate Investment Trust, (REIT). TP owns all of its assets and conducts substantially all of its operations through Partnership, (PS). TP owns approximat...
In April, 1963, the taxpayer, (M), entered into an agreement for the purchase of the stock of four corporations, SE1, SU, SE2, and SE3. The total sale price was $500,...
In a case entitled Arkansas Best Corp. v. Commissioner , 485 US 212 (1988), decided by the Supreme Court, the issue was whether corporate stock held by Arkans...
TP is a Real Estate Investment Trust, (REIT). TP owns substantially all of its assets and conducts substantially all of its operations through a Partnership, (PS), in...
Not surprisingly, given the advance publicity, Burger King Worldwide, Inc. (BKW), and Tim Hortons, Inc., (THI), announced today their intention to join forces in a transaction...
All home games played by the Chicago Bears were played at Soldier Field during the periods at issue. Soldier Field has approximately 62,000 seats divided into three sections: r...
BHP Biliton, (BHP), plans to create an independent global metals and mining company "based on a selection of its aluminum, copper, manganese, nickel, and silver assets.&qu...
On Date 1, prior to the issuance of any LC stock, LC entered into an agreement (the Agreement) with "First Investors." to sell them convertible preferred stock (CPS)....
USC is State A LLC treated as a domestic corporation for tax purposes. All the shares of USC are held by FS2, a Country C entity classified as a foreign corporation for tax pur...
During 1987, X, a C corporation, issued indebtedness without Original Issue Discount, at an issue price of $100x and a stated redemption price at maturity of $100x. T...
The question of whether a spin-off coupled with a REIT election for the distributing or controlled corporation could pass muster under Sec. 355 has been, with the issuance of t...
I, an individual, owned all of the outstanding stock of Y Corporation, (Y). I and C, an individual, owned all of the stock of X Corporation, (X).
&nbs...
TP is a wholly-owned U.S. subsidiary of P, a corporation organized under the laws of Country A. TP incurred interest expense on indebtedness guaranteed by P for the t...
D is a holding company and the parent of a group of U.S. and foreign entities. D is also the common parent of an affiliated group filing a consolidated federal income tax retur...
Sec. 382 of the Code provides that the taxable income of a loss corporation for a year following an ownership change may be offset by pre-change losses only...
Lamar Advertising Co., (TP), builds and maintains various types of outdoor advertising displays (OADs) and makes available space on such displays to advertisers. In addition, T...
When considering the likelihood of the Treasury Department issuing preemptive Notices for the purpose of interdicting inversion transactions, the fate that befell one financial...
Kinder Morgan, Inc., (KMI), owns a de minimis (approximately 8 percent) interest in Kinder Morgan Energy Partners, L.P., (KMI), an MLP; and a larger interest...
Gannett Co., Inc., (GCI), is the latest "media" corporation, the last holdout in fact, to announce a restructuring in which the company's beleaguered publishing o...
P is a State W corporation. P has 752,000 shares of voting common stock outstanding, 6,000 shares of preferred stock ("Class 1 Preferred Stock") outstanding...
TP, a C corporation, created X, also a C corporation. "Investment Units" of X were sold in an IPO. Each Unit consisted of one share of callable X stock and...
Rep. Levin, a vocal opponent of inversions, is preparing new legislation, to be titled "Stop Corporate Earnings Stripping Act of 2014," for imminent introduction. Thi...
LTR 201431020 was issued on April 16, 2014, the same day on which CBS Corporation announced that it had received its ruling from the I.R.S. confirming CBS Outdoor Americas, Inc...
Sec. 1366(d)(1) provides that the aggregate amount of losses and deductions taken into account by a shareholder of an 'S' corporation for any taxable year shall not exc...
The E.W. Scripps Company (SSP) and Journal Communications (JRN) have announced an intricate, multi-step, transaction that will result in the shareholders of each such corporati...
The petitioners are the sole shareholders of two 'S' corporations, IM and HRI, making these entities 'related parties' under Sec. 267 of the Internal...
On November 30, 2012, Eaton Corporation (EC) and Cooper Industries plc (CIP) engaged in an "inversion" transaction. A new corporation, Eaton plc (EP), was established...
C is a shareholder of Apollo Group, Inc. (AG). JS is the Chairman of AG's Board of Directors. C sued JS and his son, PS, (the Ss), under Sec. 16(b) of the Securities Exchan...
Windstream, (WI), surprised the market, quite pleasantly, with its announcement of its intention to establish an "opco/propco" configuration--along the lines pioneere...
L owned 100,000 shares of R common stock. In 1961, he received $37,245.75 in corporate cash distributions. In 1962, R advised its shareholders that such distributions...
In The Tax ReformAct of1969, Congress enacted Sec. 385, a controversial provision which authorized the Secretary to promulgate regulations which would hav...
Liberty Media Corporation, (L), has provided detailed information regarding the spin-off by L of its newly-created subsidiary, Liberty Broadband Corporation, (B), a spin-off th...
S was employed by KNN, Inc., (KNN), from 1938 until his retirement in 1971. Upon his retirement, S entered into a consulting agreement with KNN. The company agreed to...
X Corporation, (X), distributes, sells, rents, services, and finances "equipment". Upon receipt of equipment, X capitalizes the cost of the equipment that h...
A contingency is broadlydefined as an existing condition, situation, or set of circumstances, involving uncertainty, that may, through one or more rela...
CIT Group, Inc., (CIT), has announced that it has entered into a plan and agreement pursuant to which, for consideration totaling some $3.4 billion ($2.0 billion in cash; and $...
P is a electric generation and transmission cooperative incorporated under the laws of State A. P currently has 14 members all of which distribution cooperatives....
Liberty TripAdvisor Holdings, Inc., (TC), is currently, but not for much longer, a wholly-owned subsidiary of Liberty Interactive Corporation, (L). TC's business, assets, a...
Company, (C), has 1,337,114 shares of common stock outstanding held by 227 shareholders. The ownership of C's shares, actually and constructively, by A, B, C, D,...
AbbVie, Inc., (AV), and Shire plc, (SH), have entered into an agreement pursuant to which each will become a subsidiary of a newly-created Jersey corporation, New AbbVie, (NAV)...
The I.R.S. was asked whether the wash sale provisions of Sec. 1091 of the Internal Revenue Code are applicable to a loss sustained (1) on the sale of common stock of...
J entered into an agreement with C, the sole shareholder of CC, Inc., (CC), to purchase all of C's stock. The purchase was structured as a leveraged buy-out (LBO)...
Although most mergers are announced on Mondays, deal activity has been so feverish lately that announcements are now regularly spilling over to later in the week. This morning,...
The taxpayer, (AE), a domestic corporation, was formed,in February, 1956,by Mr. Green, (G), who at all times was its sole shareholder. AE engaged in the t...
Last week, Bloomberg previewed a new species of inversion transaction, the "Spinversion." In a Spinversion, a large domestic corporation spins off a business unit and...
AECOM Technology Corporation, (ACM), and URS Corporation, (URS), have announced the execution of a definitive agreement under which "ACM will acquire all outstanding share...
D Corporation, (D), is a publicly-traded corporation that conducts a pesticides business. D owns all of the stock of C Corporation, (C), which conducts a baby foods b...
On the date of Mr. F's death, September 6, 2001, he and his wife and his son collectively owned all of the voting and non-voting shares of commonstock of FP...
While we are waiting for Abbvie and Shire to effect their landmark inversion transaction, Salix Pharmaceuticals, Ltd., (SAX), a Delaware corporation, announced that it had ente...
P Corporation, (P), is engaged in Business A and Business B. P is an 'S' corporation. P owns all of the voting preferred stock of T Corporation, (T). T is eng...
Prior to September 24, 1941, P Corporation, (P), had outstanding 1,500 shares of capital stock. On September 30, 1941, there was distributed to the shareholders of P...
P Corporation, (P), owned all of the stock of S Corporation, (S). S owned 60 percent of the stock of T Corporation, (T). The remainder of the stock of Twas owne...
The petitioner, (DEW), keeps its books and files its tax returns on the accrual method of accounting. In November, 1963, the board of directors of DEW adopted a profi...
On February 13, 2013, Chicago Bridge & Iron Company, NV (CBI) acquired the stock of Shaw for a purchase price, comprised of both cash and CBI stock, totaling $3,340,070,000...
TP is engaged in the P1 business. A is also engaged in the P1 business. TP entered into an agreement with A to purchase all the inventory, hard assets, and customer a...
X is a publicly traded partnership. X will provide "essential fluid handling services" to oil and natural gas producers engaged in the exploration, development and pr...
B/E Aerospace, Inc., (BEAV), three weeks ago, announced that its board of directors has "commenced a process to separate its businesses into two independent publicly-trade...
Delphi Automotive LLP, (DAL), a foreign partnership, was formed on August 19, 2009. Shortly thereafter, on October 16, 2009, DAL acquired the "major portion" of the b...
Mr. D was president of DIM, Inc., (DIM) of Dayton, Ohio. DIM had done business with MMC, Inc., (MMC) located in New York City. Mr. B was president of MMC.
&...
A, a C corporation, and B, an individual, formed AB partnership, (AB), for bona fide business purposes. A contributes 100 shares of its own stock, valued at $100x, wi...
The California Constitution requires the assessment of property at fair market value. Intangible assets and rights are exempt from taxation and...shall not enhance or be reflec...
After nearly two years of uncertainty and speculation, Iron Mountain, Inc.’s (IRM) quest to convert to REIT status has come to fruition. The I.R.S. issued the l...
P, a widely-held and publicly traded corporation, is the common parent of a consolidated group. P has voting common stock outstanding, has no preferred stock outstand...
Wisconsin Energy Corporation, (WEC), and Integrys Energy Group, Inc. (TEG), have entered into a definitive agreement in connection withwhich the former will acq...
The I.R.S. has issued final regulations with respect to Sec. 67(e) of the Code. That section provides an exception to the "2-percent floor" on miscellaneous...
P was a closely-held State A corporation with a single class of common stock outstanding. The Principal Shareholders of P hold approximately "b%" of its stock. P has...
Whatever the merits of the Valeant/Allergan combination from a commercial viewpoint, one thing is certain as a result of the manner in which the transaction is slated...
When an individual files a bankruptcy petition, his legal or equitable interests in property become part of the bankruptcy estate. The Bankruptcy Code allows debtors...
TP intends to elect to be taxed as a REIT. TP owns Properties that it leases on a triple-net lease basis to unrelated tenants. The unrelated tenants use the Properties for the...
On January 12, 1963, Mr. Talbot, (T), entered into an agreement with aMr. James, (J), for the promotion and construction of a rental apartment project in South...
Undaunted by the specter of proposed legislation that would effectively eliminate inversion transactions consummated after May 8, 2014, one of the largest inversions to date, i...
P Corporation, (P), is the common parent of an affiliated group of corporationsthat files a consolidated income tax return. Members of the group are engaged in...
Plaintiffs are the former owners and sole shareholders of TMC. TMC, which conducted some of its business in New York, was incorporated in New Jersey, and had elected to be trea...
-Publicly announces plan to separate its businesses into two publicly-traded corporations - Manufacturing Co. ("D") and Services Co. ("C").
-"Today's announce...
CBS Corporation, (CBS), owns approximately 81 percent of the stock of CBS Outdoor Americas, Inc., (COA). CBS will dispose of such stock in a novel manner, via a "split-off...
By 2002, Mr. V had acquired substantial trading experience during his peripateticcareer as a trader at Morgan Stanley, Goldman Sachs, and Merrill Lynch. Later i...
Endurance Specialty Holding, Ltd. (ESH) has decided to take its quest to acquire Aspen Insurance Holdings, Ltd. (AIH) to another level. It is launching a exchange offer for AIH...
Petitioner, (P), was a resident of Connecticut. P was employed by American Airlines, Inc. (AA) for many years until his retirement on April 30, 2005. While so employe...
D is a State X corporation actively engaged in Business A and in Business B. As of August 6, 1997, D had outstanding 200,000 shares of voting common stock owned by--(...
TP has elected to be taxed as a REIT. TP, OP, and its subsidiaries (TPG) own, acquire, manage, develop and build (data) Centers and other property (e.g., office buildings) and...
TP is a corporation engaged in Business. During the taxable years ended Date 1 and Date 2, TP donated various hair care and grooming products (wrinkle creams, hair gels, perfum...
X is a publicly traded limited partnership. X earns income ina variety of business lines which include the mining, processing, marketing and transportation of v...
Where a transaction involving domestic corporations qualifies as a reorganization under Sec. 368 of the Code, the shareholders of the acquired corporation who exchange their st...
Prior to the year 1944, the taxpayer, (C), purchased $25,000 1st Mortgage 5 percent bonds of WPRR Company, (WPRR). At the dates of his purchases, interest on the bond...
Rumors are circulating that DuPont is considering a reverse Morris Trust (RMT) transaction in which it would spin-off or split-off its performance chemicals business, and the s...
Valeant Pharmaceuticals International, Inc. (VRX), once again, has revised its offer for Allergan, Inc. (AGN). Under the latest offer, each AGN share would be exchanged for $72...
The purchase of a professional sports franchise has, since 2004, provided for certain tax benefits that reduce the "effective" cost of the franchise well below its &q...
X is a publicly traded partnership. X manages Y, a joint venture of which X owns an "n1%" interest, engaged in the mining of coal, and provides energy infrastructure...
X purchased unregistered notes. X sold the notes for cash and quarterly contingent payments equal to a specified notional principal amount multiplied by LIBOR....
The decedent (D), a resident of Belgium, died, testate , on January 31, 2002. D was born in Uganda in 1930 and was a citizen of the United Kingdom. The descen...
Charlie Acquisition Corporation, a Delaware corporation and a wholly-owned indirect subsidiary of H. Lundbeck A/S, a Danish corporation, is offering to purchase all of the shar...
BNSF (B) offered salaried employees and executives a combination of Incentive Stock Options (ISOs) and Non-Qualified Stock Options (NQSOs). During the years at issue,...
NorthStar Realty Finance Corporation (NSR), a real estate investment trust, (REIT), is preparing to distribute to its shareholders, in what it hopes will be a tax-free spin-off...
PHH Corporation, (PHH) is, apparently, in activediscussions to dispose of its "fleet management" business. It is unclear whether this is the first ste...
Ordinarily, a transaction that "undoes" a prior transaction is accounted for separately from such prior transaction. In most cases, the second transaction d...
X,a publicly-traded State R corporation, emerged from a Chapter 11 bankruptcy proceeding as the successor to Y, a State S corporation. As of Date 7, X had accum...
For 2005, Sungard Data Systems, Inc. (SDS) was the common parent of a group of affiliated corporations for federal income tax purposes. For 2006, following an LBO, Sungard Capi...
Overseas Shipholding Group, Inc., (OSG), is a tanker company with a fleet of over 100 vessels operating both domestically and internationally. The international fleet is owned...
Under current law, a foreign corporation will be treated as adomestic corporation if (i) it acquires, directly or indirectly,substantially all ofthe...
A little-known aspect of the inversion process is an excise tax that is imposed on certain executives of the expatriated entity. This tax has been in the news lately because of...
DIRECTV (DTV) and AT&T, Inc., (T), as widely expected, have announced a plan and agreement pursuant to which DTV will be combined with T in a transaction that is,...
Derivium, (D),in connection with a purported lending arrangement, acquired stock in Veritas Software Corporation, (VSC), from the taxpayer, (CS), on July 6, 200...
X Corporation, (X), has conducted two active businesses forwell in excess offive years. X transferred the property of one of those businesses to Y Corpora...
We have received a number of inquiries regarding the issue of when, should it so desire, JBS SA, which had previously expressed an interest in acquiring Sara Lee'...
In Rev. Rul. 69-261, 1969-1 C.B. 94, a subsidiary, (S), purchased for cash some of the stock of parent, (P), S's sole shareholder, from a third party, Mr. A, the...
The Hillshire Brands Company, (HSH), the old Sara Lee (ex the coffee business), and Pinnacle Foods, Inc., (PF), have entered into a definitive agreement pursuant to w...
Now that many pension plans have moved into a surplus position, companies might be tempted to terminate the plans (after providing for all of the benefits that have accrued to...
One of the requirements for a taxpayer to qualify as a real estate investment trust (REIT) is that, at the close of each quarter of the taxable year, at least 75 percent of the...
C, a State X corporation, is engaged in the business of owning and operating radio stations. The radio stations owned directly by C are: Station D--Station I. Only St...
D, a publicly traded State A corporation with a single class of commonstock outstanding, is the common parent of an affiliated group that files a consolidated i...
Reg. Sec. 1.381(a)-1(a) reminds us that Sec. 381 of the Code provides that a corporation which acquires the assets of another corporation in certain liquidations and...
Although the 1997 enactment of Sec. 355(e) severely limited the ability of corporations to engage in "Morris Trust" transactions, these transactions do crop up from t...
In 1981, Blimpie, (B), became a public company. In that year, B was controlled by four officers, one of whom was the taxpayer, DLS. These officers collectively contro...
Current U.S. GAAP offers preciouslittle guidance for determining whether and when a new accounting and reporting basis ("pushdown accounting") should...
eBay, Inc. (EBAY) hasreported that its "GAAP" effective tax rate for the first quarter of 2014 was a stunning 366 percent, compared to only 16 percent...
A taxpayer may have a net operating loss, (NOL), that includes a portion attributable to a specified liability loss, (SLL), farming loss, (FL), or qualified disaster...
One of the issues confronting Energy Futures Holdings (EFH) with respect to any potential restructuring was how it would satisfy the debt owed to the creditors of TCE...
Amounts received by a shareholder in a distribution in complete liquidation of a corporation shall be treated "as in full payment in exchange" for the stock...
Comcast (CO) hasoutlined its plan to divest cable systems and subscribers in connection with the Time Warner Cable (TWC) merger and, as expected, it is both mul...
D Corporation, (D), has outstanding "g" shares of common stock. These shares are widely-held and publicly traded on a national stock exchange. D is actively...
A transfer of stock by a U.S. person to a foreign corporation, for example in connection with an inversion , that is described in Sec. 354 (i.e., is otherwise...
Mr. DavidSebbas, (S), was employed by N Corporation, (N), a Wisconsin corporation that manufactures and sells pneumatic and hydraulic cylinders and valves, as a...
In Matter of Echo Star Satellite Corporation v. Tax Appeals Tribunal , (20 NY3d 286), the Court of Appeals (New York) held that the purchase of certain equipm...
In Year 1, A purchases real property for $1,000,000 and A finances the purchase with a recourse mortgage of $1,000,000. A leases the property to a third party. This rental acti...
Bloomberg is reporting that Charter Communications, Inc. (CHTR) is "...nearing a deal to acquire about 1.5 million subscribers from Comcast Corporation, (CMCSA)...
X Corporation, (X), is widely-held and its stock is publicly-traded. Y Corporation, (Y), is closely-held. X acquired all of Y's assets and assumed certain of Y...
Ordinarily, a distribution by a corporation of the stock of a controlled subsidiary will meet the requirements of Sec. 355 with the result that neither the distribute...
Over the last few days, concerns have been expressed with respect to the proposed acquisition by Actavis plc (ACT) of Forest Laboratories, Inc. (FRX). Specifically, s...
In April, 1998, U hired an investment banker to evaluate the possibility of acquiring a trade or business unrelated to U's existing business. The investment banke...
X is a domestic corporation. X has outstanding 222,139 shares of voting common stock held as follows: A--144,632; B--291; C--11,269; H--15,667; I--805; J--9,102; K--11,269; L--...
On May 30, 1986, CM purchased a variable life insurance policy on her life for a single premium of $500,000. The policy allowed her to borrow against its value, using...
Prior to 1987, it was not uncommon for corporations to completely liquidate. In those days, under former Sec. 337(a) of the Code, a corporation that adopted a plan of complete...
The trust is a residuary trust that owns rental real estate properties and is involved in other real estate business activities. In 1979, FA formed the trust with him as granto...
On September 10, 1960, Z Corporation, (Z), acquired from C Corporation, (C), 10,000 shares of newly-created$9 cumulative preferred stock. Z also acquired 200 sh...
QSI entered bankruptcy in 2001. It terminated thousands of employees. The employees received severance payments. The payments were made pursuant to one of two different plans....
Old Parent (OP) is the publicly-traded common parent of an affiliated group of corporations that files a consolidated income tax return. OP has a single class of common stock o...
During the years 2004-2007, substantial sales of furniture were made to customers located in the U.S. involving furniture made in China and shipped to the U.S. by LTD, a Hong K...
Mallinckrodt plc (MNK) and Questcor Pharmaceuticals, Inc. (QCOR) announced that they have entered into a definitive merger agreement pursuant to which QCOR will becom...
Without a great deal of fanfare, the paper industry has been the beneficiary of several significant tax "incentives," one of which is reflected in their year-end fina...
TP established Trust for the purpose of issuing convertible preferred securities (CPSs). Trust is a grantor trust. The CPSs were convertible into shares of TP's c...
X, a domestic corporation, owns 100 percent of the stock of Y, a foreign corporation. X and Y own, respectively, 80 percent and 20 percent of the stock of Z, a foreig...
The I.R.S. has opened up a new project to develop regulations containing "a comprehensive, updated definition of what constitutes real property in the REIT area....
Azar Nut Company, (ANC), agreed to purchase Mr. F's residence for its fair market value upon termination of Mr. F's employment and incorporated this agreement...
Goodwill is the sum total of those imponderable qualities which attract the customers of a business--what brings patronage to the business. See Grace Brothers v....
X is a publicly-held domestic corporation. X's board of directors adopted a plan ("the Plan") that provides the common shareholders of X with so-called&...
A corporation, (T), has been engaged in the manufacturing (M) business and the brokerage (B) business for more than five years. All of the outstanding stock of T was...
The I.R.S. has "temporarily" ceased considering ruling requests with respect to the question of whether a publicly-traded partnership (PTP or MLP) satisfies the "...
Corporation, (C), has two classes of stock outstanding: voting Class A common stock and non-voting Class B common stock. C's shareholders are individuals 1 and 2,...
X is a limited partnership. A renewable identification number (RIN) is a 38 character code generated by the producer or importer of renewable fuel, which uniquely identifies th...
Virtual currency (VC) may be used to pay for goods or services, or held for investment. VC is defined as "a digital representation of value that functions as a m...
In a supplemental ruling request (with respect to a tax-free spin-off), the I.R.S. was asked to comment on the following set of facts: Following the distribution of Class A Com...
Media General, Inc., (MEG), and LIN Media LLC, (LIN), announced, on March 21st, a definitive merger agreement "that will create the second larges pure-play television broa...
McGraw-Hill Companies, Inc., (P) is engaged in the business of publishing and the provision of information services. During the tax years at issue, Standard & Poors (SP) wa...
Sec. 7704(a) of the Internal Revenue Code sets forth the general rule that all "publicly traded partnerships" (PTPs or MLPs) shall be treated as corporation...
Sec. 408(d)(3)(A)(i) of the Code provides that any amount distributed from an I.R.A. will not be included in the gross income of the distributee to the extent...
C is a real estate investment trust (REIT). C uses both unsecured and secured debt to acquire, redevelop, and carry its real property. The proportion of C's fixed rate debt...
The petitioners, (Q),incurred substantial amounts of credit card debt which they could not repay. The amount by which their credit card debt exceeded their actu...
The Hertz Corporation, (HTZ), has announced a plan to separate into two independent publicly traded companies. The most tax-efficient method to accomplish such a goal...
Inland American Real Estate Trust, Inc., (IA), is offering to purchase up to $350 million of its shares of common stock at a purchase price of not greater than $6.50...
The taxpayer, (TP), is a citizen of Country A and a resident of Russia. She is a partner in the Moscow office of partnership, (PS). PS is a "service partnership&...
On March 12th, EPL Oil & Gas, Inc., a domestic corporation, (EPL), entered into an Agreement and Plan of Merger with Energy XXI (Bermuda) Limited, (XXI). In the t...
From 1997 to 2001, Joseph P. Nacchio, (N), served as theCEO of Quest Communications, International, Inc. (Q). N received a large portion of his compensation in...
On March 11th, Berkshire Hathaway, Inc. (BHI), and Graham Holdings Company (GHC, formerly The Washington Post Company), as expected, reached an agreement in principle...
Husband and wife, (HW), directly owned 30 percent of the stock of NYTH. Group 1, a collection of individuals unrelated to HW, owned 60 percent of the stock and Group...
J Corporation (J), a foreign corporation, owned all of the stock of J-USA Corporation (JU). JU, in turn, owned all of the stock of The Talbots, Inc. (T). J BV Corpora...
On September 21, 2002, Summitt, (SU), an 'S' corporation, purchased two 180-day major foreign currency options and sold two 180-day minor foreign currency opt...
Even though the President's budget proposals with respect to "inversions" roiled the market, these transactions are continuing unabated. In fact, in lig...
Safeway, Inc., (SWY), and Albertsons, an entity controlled by Cerberus Capital Management, L.P. (CCM), haveannounced a rather complex transaction in which, when...
Mr. Thomas F.Grojean, (G), owned100 percentof the stock of Schanno Acquisition Corporation, (SAC). SAC was an electing small business corporation---...
D is a publicly traded corporation that directly and through subsidiary entities conducts Business A and Business B. The proposed transaction will separate Business A from Busi...
President Obama's budget provisions, not unexpectedly, attack "inversion" transactions in a most damaging way. The good news is that most analysts have&...
Washington Mutual, Inc., one of the most prominent casualties of the financial crisis, was forced to file a petition in bankruptcy. Its plan finally became effective...
Sec. 83 of the Internal Revenue Codeaddresses the tax consequences of the transfer of property "in connection with the performance of services." In ge...
Petitioner husband (ph) maintained a traditional I.R.A. and a rollover I.R.A. at Fidelity Investments (FI).Petitioner wife (pw) maintained a traditional I.R.A....
On Date 1, TP entered into an Agreement and Plan of Merger with B ("Agreement 1") to acquire the stock of B for stock, cash, and assumption of debt. Under t...
The question is whether, for periods prior to the adoption of Reg. Sec. 1.1502-28T, under Sec. 108(b), members of a consolidated group with excluded cancellation of i...
Mr. A and Mrs. B owned all of the stock of M Corporation, (M). M was engaged in the business of farming.Serious disputes arose between the shareholders regardin...
Although the "Tax Reform Act of 2014," introduced yesterday by Rep. Camp, the Chairman of the House Ways & Means Committee, contains certain provisions...
TP is the owner of several low-power television broadcast station licenses. TP operates the low-power broadcast television stations to deliver television programming...
Black Rock Fixed Income Value Opportunities (FIVO)is a closed-end management investment company whichhas elected to be taxed as aregulated investmen...
TP, a C corporation, experienced an ownership change within the meaning of Sec. 382(g). At the time of the ownership change, TP had a net unrealized built-in loss (NU...
In June 1997, Trusts (Ts) acquired direct ownership of all shares of AIS with an aggregate basis in AIS stocktotaling $5,612,555. In 1999, theTs formed WR...
Petitioner, (P), was domiciled in New Jersey. He operated a business on Staten Island and commuted daily to work. In November 1999, he purchased a multi-family apartm...
Walgreen Company, (WAG), currently owns 45 percent of the "stock" of Alliance Boots GmbH, (AB), which it acquired on or about September 1, 2012. WAG has an...
Safeway, Inc., (SWY), announced, yesterday, that it has decided to distribute the remaining 37.8 million shares it owns in Blackhawk Network Holdings (BNH) representi...
AMEC plc, (AP), is launching a "public exchange offer" to acquire all of the shares of Foster Wheeler AG, (FW), one of the first U.S. companies to have engaged in an...
P Corporation, (P), is a foreign corporation. In the United States, P conducts Business A through its U.S. Branch, (USB). USB has "effectively-connected" Ne...
Graham Holdings Company (the old Washington Post Corporation) and Berkshire Hathaway, Inc. (BHI) own shares in one another. Apparently, the companies would like to dispose of e...
Sec. 61(a)(12) of the Internal Revenue Code provides that gross income includes income from discharge of indebtedness. Sec. 108(a)(1)(D) excludes income from discharg...
X is a publicly-traded partnership, (PTP). X currently earns income from two separate businesses: (i) the transportation of natural gas and products thereof and (ii)...
R, a Real Estate Investment Trust (REIT) owns rental apartment buildings. R forms T to provide housekeeping services to tenants of its buildings. These services do no...
HudBay Minerals, Inc., (HMI), is offering to "purchase" all of the shares of Augusta Resources Corporation, (ARC), other than the shares of ARC already held...
In 1957, Mr. C, (C), purchased a used piano for $15. In 1964, while cleaning the piano, C discovered the sum of $4,467. Is this sum "gross income" to C. Bot...
Extended Stay America, Inc. (ESA) is the largest owner/operator of company-branded hotels in North America. Its hotels are all owned by ESH Hospitality, Inc. (ESH), a real esta...
In a direct insurance transaction, a person or entity contracts with an insurance company to receive protection against casualty loss or to obtain life insurance cove...
In 1969, S, a wholly-owned subsidiary of P, acquired all the assets and assumed all the liabilities of T in a statutory merger that qualified as a reorganization unde...
TP is the holding company for P's U.S. operations. Si1, Si2, Si3, S1, and S2 are all members of TP's consolidated group. Si1, Si2, and Si3 are all wholly-owne...
In Benz v. Commissioner , 132 T.C. No. 15 (2009), Mrs. Benz (W) had been employedat Proctor & Gamble (PG) and during the course of her employment ha...
Liberty Global, plc (LG) and Ziggo N.V., (Z) have reached an agreement pursuant to which LG will acquire Z and, at least operationally if not legally, Z's busines...
A popular method for disposing of a business on a "tax-efficient" basis is the so-called "leveraged partnership" technique. In a leveraged partnership, the...
On July 1, 1953, HLM and RJS incorporated M&S, Inc., (M&S), a Montana corporation, which was engaged in the active business of road construction and related a...
J.C. Penney Company, Inc. (JCP) has accumulatedover $2 billion in net operating loss carryforwards (NOLs). Approximately $800 million of such NOLs were amassed...
Company, (C), has been engaged since its incorporation in Year G in the sale and servicing of Brand X automobiles under a dealer franchise. Since Year H, C has also b...
X is a State X corporation. X has outstanding only common stock which is bothwidely held and publicly traded. There are no "rights" outstanding which...
X is a corporation established in Y. Originally, there were three shareholders, including SHA.X borrowed funds from its shareholders. These loans ranged from th...
Distributing, (D), is a privately-held corporation with a single class of stock outstanding, voting common stock. D has "a" shares outstanding which is owned equally...
Taxpayer (TP) plans to own a building with certain improvements containing approximately "x" square feet located in City (the "Owned Property"). TP leases f...
Rent-A-Center, Inc., (RAC), is the parent of a group of approximately 15 affiliated subsidiaries (Petitioner or P). P rented, sold, and delivered home electronics, furniture, a...
C is a "loss corporation." C has outstanding a single class of common stock, which is both publicly traded and widely held. C relies on the existence and th...
NuPathe, Inc., (N), had agreed to be acquired by Endo Health Solutions, Inc. (E) in a transaction in which each N share would be converted into (i)the right to...
TP is an 'S' corporation with Mr. D as its sole shareholder. TP has been in the outdoor advertising business since Year 1. TP entered into an asset purchase agreement w...
CR was a limited liability company. CR developed and managed real estate projects. Before September 7, 2006, CR was wholly owned by DV, a limited liability company. DV was an i...
Petitioner, (P), graduated from college in 2007. In January, 2009, he enrolled in an M.B.A. program with a concentration in finance at Rollins College. From January 1...
Charter Communications, Inc.(CC) has gone public with its intentions vis a vis Time Warner Cable (TWC). It is offering to acquire its larger rival for a combina...
On December 16, 2003, B a highly successful insurance salesman, signed a contract to buy a Bombardier Challenger 604 (the Challenger) for $22,000,000. On December 23, 2003, M s...
The taxpayer, (T), a domestic corporation, has outstanding one class of common stock all of which is owned by T's employees. T is required to repurchase such &quo...
Appellant (Lamond Murray) was a professional basketball player during the years at issue. Appellant played for the L.A. Clippers from 1994-1999 until, prior to the beginning of...
From 2010 through 2012, General Electric's (G.E.)effective tax rate has ranged from 7.3 percent to 28.3 percent, far below the statutory rate of 35 percent....
B was a partner in BDO Seidman, LLP (BDO). B and his wife filed a New Jersey (NJ) resident gross income tax return for 2004 reporting $330,798 as B's distributive share of...
ACQ is a State A corporation whose stock is publicly traded and widely held. ACQ is engaged in Business A. TP is a State B corporation that is the common parent of an affiliate...
A "short sale" is a sale of real estate in which the proceeds will fall short of the balance of the debts secured by liens against the property, and the pro...
State law authorizes New York City (the City) to tax the "rent or charge" for hotel room occupancy. The statute provides: "Notwithstanding any other provision of...
Corporation D, (D), is a holding company whose only assets are all of the stock of Sub1 and Sub2. Sub1 is actively engaged in the conduct of Business1 and Sub2 is act...
Liberty Media Corporation, (L), currently owns, taking into account both stock that it owns directly and stock that it has a right to acquire, approximately 53.4 percent of the...
M, Inc., (M), had its commercial domicile in Delaware. During 1998 and 1999, M had no real or tangible personal property and no employees located in West Virginia, (W...
Effective January 1, 1975, Corporation A, (CA), established an Employee Stock Ownership Plan, (ESOP), known as "Plan Y". Ten years later, CA established &qu...
In Rev. Rul. 68-62, 1968-1 C.B. 365, the I.R.S. concluded that outdoor advertising displays, commonly known as billboards, are "inherently permanent structures" by th...
On December 30th, Phillips 66 (PSX) and Berkshire Hathaway, Inc., (BRK) entered into an agreement pursuant to which PSX will distribute to BHI all of its stock in Phi...
December 31, 2013 - Volume 7 Issue 251Print Report
A, B, and C, individual taxpayers,were equal partners in the ABC Partnership. On June 1, 1966, the ABC Partnership acquired 300 shares of X Corporation common s...
December 30, 2013 - Volume 7 Issue 250Print Report
Prior to the "Applicable Period," X Corporation, (X), was wholly-owned by Y Corporation, (Y). At the beginning of the Applicable Period, Y distributed its s...
December 27, 2013 - Volume 7 Issue 249Print Report
Harris Corporation, (H), is a Delaware corporation with its executive offices in Melbourne, Florida. It provides voice, data, and video telecommunications products and related...
Endo Health Solutions, Inc., (E), has been busy. It is in the process of accomplishing an "inversion" transaction in which both it and Paladin Labs will become subsid...
December 26, 2013 - Volume 7 Issue 248Print Report
The taxpayer, (RRD), was a Delaware corporation which operated a worldwide commercial printing business and maintained a sales office in Arizona. Rwas a Nevada...
December 24, 2013 - Volume 7 Issue 247Print Report
Sec. 708(b)(1) provides that a partnership shall be considered terminated if...within a 12-month period there is a sale or exchange of 50 percent or more of the total interest...
X is a publicly traded partnership (MLP). X operates two cokemaking facilities which refine metallurgical coal into metallurgical coke, a substance that is used in blast furnac...
December 23, 2013 - Volume 7 Issue 246Print Report
In December, 1998, petitioners (PA and PK), formed, and elected 'S' status for, UMLIC-SC. Each petitioner transferred his unrestricted ownership interest in the U Entit...
International Lease Finance Corporation, ("ILFC") is a subsidiary of AIG Capital Corporation which is in turn a subsidiary of AIG, Inc., ("AIG"). AIG has be...
December 20, 2013 - Volume 7 Issue 245Print Report
May the Alternative Fuel Mixture Credit (AFMC) be claimed for a calendar quarter other than the calendar quarter in which the claimant sold or used the alternative fu...
Over the past few months, several cases have been decided regarding the question of whether a holding company or its operating subsidiary "owns" any tax ref...
December 19, 2013 - Volume 7 Issue 244Print Report
USP owns 60 percent of the stock of a controlled foreign corporation (CFC). The other 40 percent of the stock is owned by an unrelated foreign party (FP). CFC does no...
December 18, 2013 - Volume 7 Issue 243Print Report
Petitioner, (P), is a corporation organized under the laws of Delaware. It is the successor in interest to GKI, which was the successor in interest to GKC. GKC was...
Tribune Company, (TC), is moving ahead with its plans to spin-off its newly-created subsidiary, Tribune Publishing, (TP). The latter will own TC's newspaper propert...
December 17, 2013 - Volume 7 Issue 242Print Report
This appeal challenges a decision by the Tax Court upholding the disallowance by the I.R.S. of losses claimed by Warwick, (W),and also upholding a 40 percent...
On December 12, 2013, a U.S. Bankruptcy Judge issued a Memorandum of Order in a case entitled Tronox, Inc. et al. v. Kerr McGee et al. In its Order, the court found...
December 16, 2013 - Volume 7 Issue 241Print Report
M is a U.S. corporation that is engaged in the business of providing health insurance for U.S. health risks. The Affordable Care Act (ACA) imposes an annual fee on...
December 13, 2013 - Volume 7 Issue 240Print Report
The Schneiders and their relatives, as of January 1, 1974, owned 100 percent of ANC's Class A voting stock and 99.6 percent of its Class B non-voting stock. ANC, a...
Sysco Corporation, (SYY), and U.S. Foods, (USF),recently agreed to merge. The transaction will be structured as (1) a reverse triangular merger in which a tra...
December 11, 2013 - Volume 7 Issue 238Print Report
Beginning in 2003 and continuing through the tax year at issue, (2007), W lived with her boyfriend, AB, in a home in Worcester, Massachusetts. AB hadpurchased...
December 10, 2013 - Volume 7 Issue 237Print Report
Z Corporation, (Z), has one class of stock outstanding. The stock is held by 24 shareholders, all of whom are eitherdescendants, or spouses of descendants, of...
The merger of AMR Corporation (AMR)and U.S. Airways Group (UAG)will be consummated today. The combined entity will be called American Airlines Group, In...
The taxpayer, (K), an individual, operated a ball bearing manufacturing and distribution business which was conducted through CW, an 'S' corporation of which K was...
Petitioner, (P), entered into a "STARS transaction" (ST) with theassistance of Barclay's, (B). As part of the transaction, P created the STARS struc...
The capital stock of TP consists of one class of common stock and three classes of preferred stock (each of which qualifies as Sec. 1504(a)(4) preferred stock), inc...
On Date 1, TP, a C corporation, experienced an "ownership change". For its...taxable year, TP had a net operating loss and no regular tax liability. With...
Gyrodyne, a corporation in the process of liquidating, will not be taxed on the gain it realized from the condemnation of its real estate. This is confirmed by a ruling the c...
Bloomberg is reporting that Comcast Corporation, (CC), and Charter Communications, Inc., (CCI), "have discussed a joint bid to acquire Time Warner Cable, Inc., (TWC), an...
November 25, 2013 - Volume 7 Issue 227Print Report
One of the characteristics of the tax law that many find particularly frustrating is the fact that, more frequently than generally believed, identical language is f...
November 22, 2013 - Volume 7 Issue 226Print Report
PR, Inc., (PR), acquired S3, Inc., (S3), in Year1. At the time of acquisition, S3 was engaged in the "b" business. When S3 was acquired, P, Inc., (P), bec...
November 21, 2013 - Volume 7 Issue 225Print Report
S, an individual, owned two properties in the Logan Circle neighborhood of Washington, D.C. The two properties are subject to the D.C. Historic Landmark and Histori...
November 20, 2013 - Volume 7 Issue 224Print Report
On Date 1, X Corporation, (X), made a tender offer to purchase up to "y" shares of its common stock. Z Corporation, (Z), acquired shares of X stock on the...
November 19, 2013 - Volume 7 Issue 223Print Report
Prior to 1960, RB was married to WB, who is the mother of the four B children. In September, 1960, RB married MB. RB owned 49.9 of the stock in BG, Inc., (BG), and...
November 18, 2013 - Volume 7 Issue 222Print Report
H, S, and N were general partners in B, a partnershipformed for the purpose of acquiring the stock of BFI, Inc., (BFI). On December 9, 1991, BFI purchased an...
November 15, 2013 - Volume 7 Issue 221Print Report
In 1964, the petitioner, (S), became a partner in a law firm. Later, S sued his former partners for damages. The defendants cross-claimed for damages. The lawsuit w...
November 14, 2013 - Volume 7 Issue 220Print Report
TGS Geophysical Company, (TGS), gathers, interprets, and markets seismic and geophysical data regarding subsurface terrains. TGS collects and stores this data in a...
November 13, 2013 - Volume 7 Issue 219Print Report
Partnership E, (PE), was formed on Date 1. On Date 2, PE formed Corporation H, (CH), for the purpose of acquiring Corporation B, (CB). CH acquired the stock of CB o...
November 12, 2013 - Volume 7 Issue 218Print Report
Petitioner, (P), is a U.S. corporation that develops and licenses computer software. P's wholly-owned BSEH was a controlled foreign corporation under Sec. 957 of th...
The Ensign Group, Inc., (EG),will be embarking ona plan to separate its real estate from its operating business in a manner that parallels the steps taken...
November 11, 2013 - Volume 7 Issue 217Print Report
During 2005-2007, ADVO, Inc., (A), distributed direct mail advertising in the United States. Direct mail advertisers distribute advertising material through the Uni...
The petitioner, (G), an individual taxpayer, is self-employed. On the Schedule C attached to his 2004Form 1040, he described his business a "carpentry/si...
Weyerhaeuser Company, (WY), a real estate investment trust, (REIT), announced that it has entered into a definitive agreement to combine its homebuilding business wit...
On September 20, 2000, EE Corporation, (EE), acquired CMP, Inc., (CMP). EE acquired RGE, Inc., (RGE), on July 1, 2002. Subsequent to their respective acquisitions,...
Blenders that produce and sell qualifying biodiesel mixtures to third parties have claimed Sec. 6426(c) biodiesel mixture credits against their excise tax liabiliti...
T is a Real Estate Investment Trust, (REIT). T's stock is publicly-traded on the "Exchange". T's operations have resulted in a net operating loss (NOL) ca...
Ordinarily, when a transaction qualifies as a reorganization, the shareholders of the acquired corporation are permitted to exchange their stock therein for the&nbs...
Sandell Group, a significant shareholder in each of Spectra Energy Corporation, (SE), and Phillips 66, (PSX), has devised a plan intended to "unlock unrecogniz...
MeadWestvaco Corporation, (MWV), announced that it has reached a definitive agreement with Plum Creek Timber Company, Inc., (PCL), whereby PCL will, among other thing...
During the height of the financial crisis, both Congress and the I.R.S. took steps to ease the application of certain tax rules that would have, without such mitiga...
AmerGen Energy Co. LLC, (AG), purchased Three Mile Island Unit1, (TM-1), a nuclear power plant, in December, 1999. AG agreed to pay $23,000,000 in cash for TM...
In Year 1, Y purchased an apartment unit in a cooperative apartment complex. In Year 2, Y incurred indebtedness of Amount 1 and used "$b" of the proceeds...
For a transaction to qualify as a reorganization, it must satisfy not only the "terms of the specifications" (set forth in Sec. 368 of the Internal Revenue...
American Realty Capital Properties, Inc., (ARCP), and Cole Real Estate Investments, Inc., (C), each of which is a real estate investment trust(REIT),hav...
NRG Energy, Inc., (NRG), recently entered into an agreement with Edison Mission Energy (EME) and Edison International (EIX) which provides forNRG's acquisitio...
T is engaged in the acquisition and ownership of timberland throughout the United States. T is a Real Estate Investment Trust (REIT). Substantially all of its busin...
Sales tax, in Illinois, is comprised of two complementary taxes, the Retailers' Occupation Tax Act, which is the principal means for taxing the retail sale of tangi...
District of Columbia, (DC), Code Sec. 47-1817.01 et seq ., grants certain high-technology companies a temporary exemption from the DC corporate franchise ta...
T is a Real Estate Investment Trust (REIT). T is primarily engaged in timberland operation and management. T's Country Z timber operations are conducted through A,...
Recently, the Irish Minister of Finance, Mr. Michael Noonan,announced that legislation banning so-called "stateless companies" would be incorporated...
The I.R.S. determined that, for 2003 and 2004, the gross income the Appellants reported based on their ownership of stock of a controlled foreign corporation (CFC)...
X is a limited partnership whichhas beenorganized under the laws of State. X engages in activities that X represents as producing qualifying income unde...
The taxpayers (S), husband and wife,are New Jersey residents who owned a large, vacant parcel of property in the Borough of Tinton Falls. In 1998, they sold t...
X is a limited liability company organized under the laws of State. X intends to form Y and cause Y to become a publicly-traded partnership (PTP or MLP). Y will ear...
Liberty Media Corporation, (LMC), announced, on October 10, 2013, a series of restructuring actions each of which is fraught with tax implications.
1....
In 2000, 2001, and 2002, the Fishers transferred 4.762 percent membership interests in GHP, LLC, (LLC), to each of their seven children. LLC's principal asset was a...
TP is in the business of erecting, maintaining, and renting outdoor advertising displays. Structure X and structure Y are representative of two types of sign struct...
In October, 2011, Fortune Brands, Inc.spun-off its home and security business, sold off its golf activities, and changed its name to Beam, Inc., (BEAM). The s...
TP emerged from Chapter 11 on Date 2. The principal purpose of the Chapter 11 proceeding was the settlement of tort claims arising out of TP's business....
Gyrodyne Company of America, Inc., (GYRO), is a real estate investment trust, (REIT). Several years ago, one of its properties was condemned by New York State. New Yo...
TP is a Real Estate Investment Trust, (REIT). TP is in the business of making advances for the payment of real property taxes in the form of "Tax Loans"....
Vodafone(V)owned a 45 percent interest in CPS, a general partnership organized under the laws of Delaware. CPS, which was doing business as "Verizon...
T is a Real Estate Investment Trust, (REIT). In Year 2, T brought a claim for just compensation for "a" acres of its property in City Y and City Z in Stat...
Brookfield Property Partners, L.P., (BPY) is proposing to acquire the shares of Brookfield Office Properties, Inc., (BPO), which it does not currently own at a pric...
M is a U.S. shareholder in a controlled foreign corporation, (CFC). In 2004, M received dividends from the CFC and elected the one-time 85 percent dividends receive...
September 30, 2013 - Volume 7 Issue 187Print Report
Various foreign subsidiaries of S, a U.S. corporation, own software that is protected by copyright laws in the U.S. and foreign countries. The foreign subsidiaries...
In fiscal 2012, J.C. Penney Company, Inc., (JCP), incurred a net operating loss (NOL)of approximately $1.5 billion of which only $284 million is available for...
September 26, 2013 - Volume 7 Issue 185Print Report
Reg. Sec. 1.362-4 implements the provisions of Sec. 362(e)(2). These regulations were finalized on August 30, 2013. The purpose of Sec. 362(e)(2) and its implementi...
Although the virtues of investing in Master Limited Partnerships (MLPs) have been well documented, there are classes of investors who usually, for reasons unrelated...
September 24, 2013 - Volume 7 Issue 183Print Report
P, a domestic corporation, owns all of the stock of FS1, a Country B corporation, and FS2, a Country A corporation. T is also a Country A corporation. FS1 will form...
September 23, 2013 - Volume 7 Issue 182Print Report
NetBank, Inc., (NB), is the parent corporation of a number of subsidiaries, including NetBank, f.s.b., (B or "the Bank"). NB filed consolidated income tax...
September 20, 2013 - Volume 7 Issue 181Print Report
Petitioners own and reside in an individual residential condominium unit (Unit C) in New York City which they bought in 2008. When the adjacent condominium (Unit B)...
Huntsman Corporation, (HUN), announced that it entered into an agreement with Rockwood Holdings, Inc., (ROC) pursuant to which HUN will acquire, in a taxable transa...
September 19, 2013 - Volume 7 Issue 180Print Report
B started a cellular telephone business in the 1990s by organizing a wholly owned 'S' corporation, R, in 1991. That same year, he purchased an FCC license to operat...
JANA Partners, LLC, (JP), has announced the accumulation of a 6.2 percent stake in Safeway, Inc., (SWY). JP has had discussions with SWY, which are ongoing, regardi...
September 17, 2013 - Volume 7 Issue 178Print Report
In 2006, petitioner, (P), began a new endeavor, purchasing and selling stocks and call options. P typically sold call options with a term between one and five months. P's...
September 16, 2013 - Volume 7 Issue 177Print Report
Penn National Gaming, Inc., (PNG or D2), submitted its ruling request to the I.R.S. on June 28, 2011. The favorable ruling was finally received by the company on Se...
September 13, 2013 - Volume 7 Issue 176Print Report
H Corporation, (H), owns all of the stock of Sub. The latter owns all of the membershipinterests in FS1, a disregarded entity, and also owns all of the stock...
September 12, 2013 - Volume 7 Issue 175Print Report
M Corporation, (M), acquired all of the outstanding stock of O Corporation, (O), solely in exchange for itspreviously unissued voting convertible preferred st...
September 11, 2013 - Volume 7 Issue 174Print Report
Corporation A, (CA), is an 'S' corporation all of the stock of which was owned by Mr. C. Mr. C, on Date 1, transferred by gift "a%" of the stock to his ch...
Crown Castle International Corporation, (CCI), announced that "it is commencing the steps necessary to reorganize CCI to qualify as a real estateinvestme...
AT&T (T) appears, based on recent press reports, to be on the precipice of making "pension history." Apparently, the company has finally received permis...
September 10, 2013 - Volume 7 Issue 173Print Report
A corporation which owns an appreciated equity stake in another corporation may seek to "monetize" the stake, rather thandispose of it. Such a strat...
X, a domestic corporation, intends to form Y and contribute to Y all or a part of its assets and business operations. X intends for Y to become a publicly traded pa...
September 9, 2013 - Volume 7 Issue 172Print Report
Sec. 851(b)(3)(B) provides that, to qualify as a regulated investment company, (RIC), a taxpayer must meet a diversification test pursuant to which not more than 25...
September 6, 2013 - Volume 7 Issue 171Print Report
Does a donor who discovers that he failed to obtain a "contemporaneous written acknowledgement" under Sec. 170(f)(8)(A) of the Internal Revenue Code...
September 4, 2013 - Volume 7 Issue 170Print Report
Lamtec Corp. (L) is a New Jersey corporation. L manufactures its products at its New Jersey headquarters. L sells these products to customers throughout the United...
If Verizon Communications, Inc. (VCI)could deduct, for Federal income tax purposes, all or even a portion of the amount it is paying for the 45 percent intere...
Vodafone (VOD) has owned a 45 percent stake in Verizon Wireless (VZW) for over a decade and has seen the stake dramatically increase in value over that period. It has...
In Rev. Rul. 58-66, 1958-1 C.B. 60, the I.R.S. stated that a couple would be treated as married for purposes of Federal income tax filing status and personal exempt...
In 1996, Old Wells Fargo, (OWF), acquired First Interstate, (FI), in a hostile takeover. In 1998, OWF merged with Norwest Corporation to become WFC Holdings Corpora...
Overseas Shipholding Group, Inc., (OSG), recently filed its Form 10-K for 2012in which it described in some detail the tax problems it is currently facing. Th...
Mr. Robert Gourley, (G), was employed by WorldCom, Inc., (W), from 1995 through 2000. As part of his compensation, G received non-qualified options (NQOs)to p...
From 1967 until 1993, B worked for TRW, Inc. (TRW). TRW was a defense contractor.During his employment,B became aware of false claims made by TRW to the...
A question once pondered by the Supreme Court is whether money received as exemplary damages for fraud or as the punitivetwo-thirds portion of atreble-d...
This case involves the allocation of tax refunds pursuant to a Tax Sharing Agreement ("TSA") entered into in 1997 by two members of a Consolidated Group (...
On August 1, 1970, Mr. CP and his wholly-owned corporation, CI, Inc., (CI), formed a general partnership. The purpose of the partnership was to construct an apartme...
D began selling gift baskets in 1984. D and O incorporated this business as Houdini, Inc., (H). In 1998, H was changed from a C corporation to an 'S' corporation. D...
MGI, Inc., (MGI), was incorporated under the laws of Texas on August 28, 1963. Its business was commercial photography. By December, 1965, MGI had accumulated a &qu...
BRGO, a newly-created and wholly-owned subsidiary of Cubist Pharmaceuticals, Inc., (C), is offering to purchase all of the outstanding shares of common stock of Tri...
Rensselear Polytechnic Institute, (RPI), owns and operates a fieldhouse which is devoted to both student uses and commercial uses. It is undisputed that the net inc...
When a C corporation elects REIT status, it must rid itself of its earnings and profits accumulated in non-REIT years. This excision must be completed by the close...
WebMD Health Corporation, (WBMD), is, as has become its custom, offering to purchase a portion of its outstanding stock (the "Offer"). In this case, the c...
The Wyly brothers are in hot water. The S.E.C. claims that the brothers did not properly report that they beneficially owned securities in quantities sufficient to...
The petitioner designs, develops, and markets logic devices and related software. The petitioner traditionally incurredregular expenses for prepaid insurance,...
New York Life Insurance Company, (NYL), is a mutual life insurance company. The company issues policies that entitle their holders to receive a "policyholder d...
The New York Times Company, (NYT), recently announced the sale, to the owner of the Boston Red Sox, Mr.John W.Henry, of its New England Media Group subs...
Plaintiff is a holding company for various subsidiaries. The latter include BIC, which owns and operates radio stations in large markets throughout the U.S. In tand...
X is a limited partnership organized under the laws of State. X is a publicly traded partnership. X is engaged in the production and marketing of nitrogen fertilize...
An NOL is defined in Sec. 172(c) of the Internal Revenue Code as the excess of the deductions "allowed by this chapter" over the gross income. An NO...
Oil States International, Inc., (OIS), recentlyannounced its intention to separate its accommodations business, by means of a tax-free spin-off, from its oil...
The issue is whether two individuals, RW and RIW, realized income when FTP, Inc., (FTP), discharged a portion of their "debts" on stock subscriptions. The...
Caesars Entertainment Corporation, (CEC), has announced a plan to distribute to each holder of its common stock non-transferable subscription rights to purchase sha...
TP is a Real Estate Investment Trust (REIT). TP owns substantially all of its assets and conducts substantially all of its business through OP, a limited partnershi...
D, which is undoubtedly Dean Foods, is engaged, directly and thorough its subsidiaries,in the active conduct of each ofBusiness A, Business B, and Busin...
Sun CapitalAdvisors, Inc., (SCAI), is a privateequity firm founded by two ex-Lehman Brothers' investment bankers, Marc Leder (ML) and Rodger Krouse (RK)...
Under New York law, New York Life Insurance Company, (NYL), must distribute, annually, a portion of its surplus earnings to the owners of "participating"...
X is a corporation. X intends to form Y. Y will be a publicly traded partnership. Y will earn income from the provision of "essential fluid handling services&q...
Omnicom Group, Inc. (OMC) and Publicis Groupe SA, (P), announced a plan and agreement pursuant to which each of OMC and P will become subsidiaries of a newly-create...
OC, Inc., (OC), was formed in 1965. On October 21, 1977, the owners of 98 percent of the stock agreed to sell their shares. On May 5, 1978, BS, Inc., (BS), a newly-...
Lin TV Corporation, (TVL), earlier this year, realized a gain of $715.5 million. This gain arose from a leveraged partnership transaction entered into by TVL severa...
On December 31, 1969, the taxpayer, a C corporation, had outstanding bonds in the face amount of $1,000x that were convertible, at the holder's option,into it...
PacWest Bancorp (PACW) and CapitalSource, Inc. (CSE) announced a plan and agreement pursuant to which CSE will be merged with and into PACW. The transaction &...
The taxpayers are C, an individual who is the sole beneficiary of D and E. D and E are trusts. D and E were each members of F, a partnership engaged in the business...
TWC is a construction company specializing in multifamily housing projects. For most jobs that closed during 2006, TWC had profit margins of 6 percent to 7 percent....
On their 2001 and 2002 Federal income tax returns, Mr. and Mrs. Friedman claimed $217,500 in non-cash charitable contribution deductions for donations of diagnostic...
P is a holding company and the common parent of an affiliated group of corporations that files a consolidated income tax return (the "Parent Group"). P ow...
AT&T, Inc., (T), and Leap Wireless International, Inc., (L), have entered into a plan and agreement pursuant to which T will acquire the stock of L from the latte...
The I.R.S. taxes non-resident alien gamblers differently than U.S. citizen gamblers. The Service allows U.S. citizens to subtract losses from their winnings within...
A target corporation, (TC), transfers some of its assets and liabilities to an acquiring corporation, (AC), retaining the remainder of its assets and remaining in e...
Loblaw Companies Limited, (L), and Shoppers Drug Mart Corporation, (SC), each a Canadian corporation, announced a definitive agreement under which "L will acqu...
A-P, Inc., (AP), acquired the assets of W, Inc., (W), through corporate reorganization procedures effected on November 11, 1959. On the date of the reorganization,...
X is a limited partnership organized under the laws of State. X currently engages principally in activities that produce "qualifying income" from the pipe...
A and B, a married couple, are residents of State D. They own both real and personal property as "tenants by the entirety". Each tenant, in a tenancy by t...
Corporation X, (X), is a publicly-held corporation. X maintains a dividend reinvestment (DRIP) and stock purchase plan ("the Plan"). The purposes of the P...
The taxpayer, (TP), an individual, is a shareholder of Corporation A, (CA), a closely-held domestic Ccorporation. CA has no stock outstanding that is readily tr...
The Financial Accounting Standards Board (FASB)has proposed changes to the manner in which identifiableintangible assets and goodwill arising from a bus...
The petitioner, (JC), an individual, owned over 82 percent of the shares of R, Inc., (R), a domestic C corporation that had no stock outstanding that was 'readily t...
A money market fund (MMF) is a type of investment company registered under the Investment Company Act of 1940 (the "'40 Act"). Unlike other types of mutua...
TP purchases and sells "Product" to customers that serveend users or that purchase Product at wholesale for resale. As of the date of the Proposed T...
Acquiring Corporation, (A), a domestic corporation, owned all of the stock of Acquiring CFC, (ACFC), a foreign corporation. Target Corporation, (T), a domestic corp...
Tribune Company, (TC), has announced the acquisition of all ofthe TV stations owned by a private entity, Local Holdings, LLC, (LH), for $2.725 billion in cash...
M joined PriceWaterhouseCoopers, LLP, ("PWC"), sometime before tax year 2002. M was a partner in the consulting business of PWC until tax year 2002, when...
Tyco International, Ltd. (TYC) announced the receipt of a Notice of Deficiency (NOD) from the I.R.S. assertingthat several of TYC's former U.S. subsidiaries...
Sec. 108(a)(1)(A) of the Internal Revenue Code provides that "gross income does not include any amount which (but for this subsection) would be included in gro...
Sec. 483 requires taxpayers to impute interest according to a statutory formula for payments on account of the sale or exchange of property which constitutes p...
P is the common parent of an affiliated group that files a consolidated income tax return. P is EFH. Partnership owns "a%" of the stock of P and certai...
Bn.com (BNC) is a Delaware corporation that sells books...over the internet. In 2006, the New Mexico (NM)Taxation and Revenue Department (the "Department...
On February 28, 2000, Ernst & Young, (E), the international accounting behemoth,and CapGemini, S.A., (C), executed a Master Agreement ("the agreement...
Financial statements, not surprisingly, are prepared under the inherent presumption that a reporting entity will be able to continue as a "going concern:" t...
TP acquired technology for making briquettes in Year 1. In Year 3, TP began negotiations with CO for the construction of a facility at "Location" owned by...
X Corporation, (X), entered into an agreement with the shareholders of Y Corporation, (Y), to acquire all of the stock of Y in exchange solely for voting stock of X...
The I.R.S. announced, in Rev. Proc. 2013-32,that it will no longer issue rulings with respect to the tax consequences of, among other things, subsidiary liqui...
Oldco has one class of common stock outstanding, all of which is held by SH, a U.S. citizen. Oldco made an election to be an 'S' corporation effective Date 2. Oldco...
Dean Food Company, (DF), recently completed the distribution to its shareholdersof Class A common stock and Class B common stock of its subsidiary, The WhiteWav...
The Michigan State Real Estate Transfer Tax and the Michigan County Real Estate Transfer Tax impose a tax when a deed is recorded during the transfer of real proper...
TF is a Connecticut corporation whose principal business is the retail sale and installation of automobile tires. TF operates 18 stores in Massachusetts and three s...
X is a corporation organized under the laws of State. X has formed a publicly traded partnership (PTP or MLP) by organizing LP under the laws of State. The interest...
P Corporation, (P), has outstanding a single class of common stock and several classes of preferred stock; Series A, Series B, Series C, and Series D. P is a "...
As of December 31, 2012, Charter Communications, Inc., ("CC"), reported a total of $7.7 billion of net operating losses (NOLs), capital loss carryovers, and...
Can a U.S. corporation, with a view towards minimizing its worldwide tax burden, contribute assets to a newly-created foreign corporation and distribute the stock o...
In Year 2, A, (the Zell interests), purchased X, (Tribune). X, as is now well known, converted from a C corporation to an 'S' corporation effective Date 1. Th...
Company, ("C"), was formed on Date 1 to own andoperate cold storage warehouses. C's only assets are cold storage warehouses and central refrigeratio...
Petitioners filed joint New York State (NYS) nonresident income tax returns for 2005 and 2006. Both returns indicated petitioners' residence as Delray Beach, Florid...
One of the more notorious decisions Isiah Thomas made during his checkeredtenure as the general manager of the New York Knicks was to lavish a generous contra...
Royalty Pharma (RP) has once again increased its offer for Elan Corporation plc, (E) in its dogged pursuit of the Irish pharmaceutical company. The new offer featur...
With the publication of ASU No. 2013-7, the Financial Accounting Standards Board (FASB) has finalized its guidance regarding the use of the "liquidation basis...
During the 1980s and 1990s, the U.K.'sConservative Party privatized a number of government-owned companies. Most of the companies became more efficient and ea...
Obviously,
we are disappointed by the news emanating from IRM but the communication, while
very detailed, leaves us with more questions than answers....
On January 14, 1957, petitioner, (FF), acquired 4,000 shares of L common stock having a basis of $34,010.26. On September 5, 1968, a merger of LT and L was publicly...
P Corporation, (P), owned 99 percent of the stock of S Corporation, (S), an operating subsidiary. P created Newco, (N), and the latter acquired substantially all of...
BDI is an Indiana corporation. B, an individual,was the sole shareholder of BDI. BDI, a small business corporation, hadelected to be treated as an 'S' c...
The petitioners donated a qualified conservation easement to the Greenlands Reserve, a qualified organization, on approximately 54 acres of petitioners' land in Col...
In a conventionalspin-off, a parent corporation, simply,distributes the stock of a controlled subsidiary to its shareholders. If the spin-off satisfies th...
Parent, (P), owns Sub 1 and Sub 2, each a domestic corporation. Sub 1 conducts Business X. Sub 2 owns FH, a foreign corporation organized under the laws of Country...
Taxpayer, (TP), is a personal holding company. TP plans to purchase all of theproperty and equipment of an amusement park. The park will be owned and operated...
Fidelity National Financial, Inc., (FNF), and Lender Processing Services, Inc., (LPS), have entered into a definitive merger agreement pursuant to which FNF will ac...
X is a limited liability company. X offered its common interests to the public in an initial public offering on Z, an established securities market.
&n...
Taxpayer, (TP), which intends to elect to be treated as a Real Estate Investment Trust, (REIT), is in the business of making advances for the payment of real proper...
Mr. M, Mr. P, and Mr. S each owned 26 percent of the stock of MPS, Inc., (MPS), an accounting and consulting firm. Mr. M, Mr. P, and Mr. S each owned 1/3 of the sto...
TP intends to elect to be treated as a REIT. TP appears to be CXW (the ruling we wrote about several weeks ago appears to have been issued to GEO Group). TP and its...
In an inversion, a foreign corporation acquires the stock or substantially all of the assets of a domestic corporation in a transaction that is ordinarily structured to q...
In a transaction that is, structurally at least, almost identical to the recently completed Cooper/Eaton transaction, Actavis, Inc. (ACT) and Warner Chilcott plc (W...
When a purchaser acquires the stock of a target corporation, the basis for the stock, in the purchaser's hands, is the amount paid, i.e., a "cost" basis....
For more than five years, P Corporation, (P), has owned and actively conducted a sizable clothing manufacturing business. S Corporation, (S), P's wholly-owned subsi...
On September 7, 1973, WS, an individual, was granted a "qualified" stock option to purchase shares of his employer, K, Inc., (K). On May 27, 1976, WS exer...
On Date 1, TP issued two tranches of Exchangeable Debentures ("EDEs"). The debentures, which are similar to convertible debentures, contain exchange featu...
In 1983, the Federal Communications Commission, (FCC), created the Universal Service Fund, (USF), which included a high-cost support program designed to assist loca...
Mr. J and Mr. C each owned 50 percent of the stock of S Corporation, (S). S, in turn, owned 100 percent of the stock of I Corporation, (I). In anticipation of a spl...
MBIA, Inc., (MBI), announced that it has settled its disputes with Bank of America, (BAC), regarding the latter's liability, as successor to Countrywide,with...
In 1943, MS formed SICO. In 1950, MS formed C.V. Starr & Co., Inc. (S or petitioner). S is the parent of a group of entities engaged in the insurance agency bus...
Eastman Kodak Company, (EK), recently filed its Disclosure Statement in which it summarized its Plan of Reorganization under Chapter 11. The Statement is designed t...
X Corporation, (X) manufactures automobile N. X sells N through a network of distributors with which X enters into distributor agreements. In 1994, A, an individual...
In 2011, California enacted legislation requiring the State Board of Equalization to charge an amount not to exceed $150 as "fire prevention fee" ("f...
Dealer, (D), sells and services Manufacturer's products pursuant to franchise agreements. On Date 1, D purchased certain assets of another automobile dealer. This s...
In order for a "reverse Morris Trust" transaction to remain tax-free at the distributing corporation level, the shareholders ofsuch distributing cor...
Taxpayer, undoubtedly Corrections Corporation of America, (CXW or TP), owns, leases, and operates correctional, detention, and re-entry facilities. TP's facilities...
TP is the common parent of a group of corporations that file a consolidated income tax return. Operating L.P. is a partnership wholly owned by members of the group....
REIT Exchange Fund, Inc., (RXF), was recently created to provide investors in non-traded REIT shares an opportunity to diversify their investments and, in essence,...
P Corporation, (P), owns 100 percent of the stock of T Corporation, (T). P and T file New York State (NYS) general business corporation combined franchise tax retur...
The acquisition by ASML Holding, N.V. (ASML) of Cymer, Inc. (CY) is nearing the finish line and, apparently, some questions have arisen as to how the cash element o...
Barnes Group, Inc., (B), manufactures and distributes precision metal products and industrial supplies. As of August 31, 2000, B and its subsidiaries collectively h...
The taxpayers, Mr. and Mrs. Stadnyk, purchased a used automobile for $3,430. Mrs. Stadnyk, (BS), tendered two checks as partial payment from a checking account main...
On April 19, 2000, the decedent, (SR), executed the Sylvia Riese Qualified Personal Residence Trust (QPRT) under Reg. Sec. 25.2702-5, and executed a deed transferring...
X Corporation, (X), is engaged in various business enterprises, principally through subsidiary corporations. All of the stock of each such subsidiary has been held by...
DISH Network Corporation, (DISH), has submitted a merger proposal to the board of directors of Sprint Nextel Corporation, (S), which it believes is superior to the...
The petitioner, (R), served in the U.S.Marine Corps from 1966 through 1972. From December, 1966 though February, 1968 he served in Vietnam where he sustained...
From 1993-1997, AIG Financial Products Corporation, (FP), a wholly-owned subsidiary of American International Group, Inc., (AIG), entered into six transactions. In...
Petitioner, (P), Sergio Garcia, is a well-known professional golfer. On October 8, 2002, P entered into a seven year endorsement agreement with TaylorMade, (TM), unde...
Corrections Corporation of America, (CXW), in connection with its conversion to REIT status, announced that its Board of Directors has declared a special dividend,...
X, a domestic corporation, wholly owns Y, a controlled foreign corporation, (CFC). X maintains a revolving line of credit with Outside Lender, (OL), in the amount&n...
Amazon.com LLC is a limited liability company formed in Delaware; Amazon Services, LLC is a limited liability company formed in Nevada (collectively "Amazon&qu...
Company, (C), is owned by Parent, (P), and owns and leases several data centers throughout the U.S. and abroad. TP, which is undoubtedly CyrusOne, Inc., will be a n...
X is a publicly traded partnership (PTP or MLP). X earns income by terminalling, storing, and transporting crude oil, refined petroleum products, and liquefied natu...
Do modular structures used as retail outlets constitute "tangible personal property" thereby qualifying the structures for the now-repealed Investment Tax...
TP is a real estate investment trust, (REIT). TP intends to make one or more distributions with respect to its common stock for the taxable years ending on Date 1 a...
Perhaps the largest of the recent "inversion" transactions (in which a U.S. corporation becomes a subsidiary of a foreign corporation, either newly-created...
Accounting for non-monetary exchanges, historically, has been governed by APB Opinion No. 29. The guidance in APB Opinion No. 29 is based on the principle that exch...
Newcastle Investment Corporation, (NIC), will soon be distributing to its shareholders all of its stock in a newly-formed corporation, New Residential Investment Corp...
The National Collegiate Athletic Association, (NCAA), is an exempt organization pursuant to Sec. 501(c)(3) of the Internal Revenue Code. The NCAA sponsors coll...
X is a publicly-traded partnership (PTP or MLP). X, through its affiliated operating entities, is principally engaged in the transportation and storage of Products,...
In 1948 and 1949, certain corporations engaged in the construction of residential housing developmentsmade pro-rata cash distributions, in excess of $6 millio...
On November 30, 2009, AFC and five affiliated corporations filed for Chapter 11 bankruptcy protection. On December 4, 2009, the Office of Thrift Supervision (OTS) c...
C is a public utility and is therefore governed, for Oregon taxation purposes, by ORS 314.280. That statute provides: "If a taxpayer has income from a business...
TP intends to acquire a leasehold interest in the Property. The Property is comprised of residential rental property units (the "Apartments") as well as a...
CK, an individual, incorporated K, Inc., (K), and transferred to it the assets of a business CK previously had operated as a sole proprietorship. After this incorpo...
Many of the companies that received federal assistance during the financial crisis have weathered the storm and, for the most part, are poised to enjoy success as t...
Annaly Capital Management, Inc., (NLY), recently announced that, through a newly-formed, transitory subsidiary, it has commenced an offer to purchase all of the sha...
1. P owns 31 percent of the stock of T and has owned such stock for more than five years.* If T repurchases P's T stock, owing to P's low basis in the stock, the 'redemption' will give rise to a...
In the ordinary course of its lending business, Bank, (B), lends money to enable borrowers to purchase real property from third parties. Each loan is secured by the...
Rep.
Dave Camp, R-Mich., the chairman of the House Ways & Committee, the legislative
body from which all tax legislation must emanate, hasreleased a
&q...
Y Corporation, (Y), acquired the stock of Z Corporation, (Z), in exchange solely for shares ofvoting stock of Y. The acquisition qualified as a reorganization...
Liberty Global, Inc., (LGI), and Virgin Media, Inc., (VMI), will, pursuant to an agreement struck in February, 2013, become subsidiaries of a newly-formed U.K. corpor...
TP is a privately held State corporation and the common parent of an affiliated group that files a consolidated income tax return. TP has one class of voting common...
D Corporation, (D), conducts Business 1 and Business 2, indirectly,through its subsidiaries. The twobusinesses attract different investors some of which...
The stock of LC Corporation, (LC), was owned by a father, (F),and his son, (S). OnDecember 17th, 1975, F resigned as a director and officer of LC. On De...
Elan Corporation, plc, (ELN), recently announced a transformative transaction in which it will sell to its partner, Biogen Idec, (BI), its interest in the venture,...
Dealers in construction and agricultural equipment purchase equipment from a manufacturer and generally seek to resell the equipment to customers as soon as possibl...
Under the Investment Advisers Act of 1940 (the "Act"), it is unlawful for an investment adviser...to engage in any transaction, practice, or course of bus...
Fannie Mae and Freddie Mac (the "Enterprises") are private corporations that were chartered by the federal government to create stability in the financial...
Liberty Global, Inc., (LG), in connection with its plan to acquire the properties of Virgin Media, Inc., (VM), will also be accomplishing an "inversion."...
TP, perhaps Wells Fargo, acquired T, perhaps Wachovia (the "Acquisition"). T was a loss corporation. For purposes of Sec. 382, TP determined that T had a...
On February 4, 2013, Mr. John Malone and his wife contributed all of the shares of Series B Common Stock in Liberty Global, Inc. owned by them to "the Malone L...
The petitioner, (V), owned a 50 percent interest in a medical practice which he sold in 1998, generating a taxable gain of $2,261,750. V made several transfers of s...
In 1989, the Reuben Trust, (RT), purchased an insurance policy from Manulife, (M), a mutual life insurance company. In a mutual life insurance company, the policyho...
Mr. Leonard Riggio and his wife, through their wholly owned corporation, (LRBKS), own approximately 30 percent of the stockof Barnes & Noble, Inc., (BKS),...
Casino, (C), owns and operates a licensed gambling casino. C routinely extends lines of credit to its customers to encourage their continued patronage....
X is a publicly traded partnership (PTP or MLP). X, through a subsidiary, is engaged in the production and marketing of nitrogen fertilizer products.
&...
Petitioners, electing small business trusts, had legal residence in Pennsylvania. In June 1997, petitioners and a 10th shareholder ("10") directly owned 1...
LinnCo, LLC, (LNCO), and Berry Petroleum Company, (BRY), have announced the signing of a definitive merger agreement which envisions the merger of BRY with and into a...
OnSeptember 17, 2005, EP passed away, and B was named executor of the estate. B retained DB, a certified public accountant, to prepare and file a federal esta...
During the fourth quarter, Avon Products, Inc., (AP), decided that the company "may" repatriate offshore cash to meet certain domestic funding needs. Acco...
A consortium led by Berkshire Hathaway, Inc., (BHI), has reached an agreement to acquire all of the stock of H.J. Heinz Company, (HJH). BHI and its partner will be fo...
Trust is a State A business trust. TP is a series of the Trust and is an open-end investment company. TP has qualified as a regulated investment company, (RIC).
<...
AMR Corporation, (AMR or Newco) and U.S. Airways Group, Inc., (USA), have entered into an agreement and plan of merger pursuant to which USA will become a wholly-ow...
In the United States, a shareholder of a corporation can exchange his or her stock in such corporation for stock in another corporation on a tax-free basis if the t...
The underlying substantive issue in Oracle Corporation and Subsidiaries v. Oregon Department of Revenue , Or. T.C. No. TC-MD 070762C, February 11, 2010, is...
LIN TV Corporation, (TVL), has announced a transformative transaction that has as its centerpiece the complete liquidation of TVL. The business conducted by TVL, ho...
Petitioners, MKM and MKQ, are eachlimited liability companies engaged in the business of performing real estate brokerage services. MKM and MKQ are limited li...
A renowned investor has suggested, in no uncertain terms, that Apple, Inc., (AAPL), should seriously consider a distribution of "perpetual preferred stock"...
TP, a U.S. entity, is a distributor of information technology products and services. TP develops software in the U.S. pursuant to a "cost sharing agreement&quo...
Washington Mutual, Inc., (WMI), is a bank holding company that formerly owned Washington Mutual Bank, (WMB). WMB and certain of its subsidiaries, ("the WMB Ent...
HFM is a law firm that primarily conducts "plaintiff-side litigation." HFM files its tax returns using the cash receipts and disbursements method of accou...
Elliott Associates, L.P., (EA), and Elliott International, L.P., (EI, and collectively, EAI), have accumulated a nearly five percent stake in Hess Corporation, (HC)...
Appellant, (A),a corporation organized under Maryland law with itsheadquarters in Pennsylvania, (PA), is a wholly-owned subsidiary of PHG, (P). P, a PA...
During its 2004 tax year, a law firm's partners consisted of Mr. R, Mr. C, andMr. W, all lawyers, and RCGW, Inc., (RCGW), an 'S' corporation. RCGW was owned b...
Pfizer, Inc., (P), recently formed Zoetis, Inc., (Z), and transferred to Z the stock of its subsidiaries holding substantially all of the assets and liabilities of...
Mr. Sklar, of Los Angeles, is one of the more persistent taxpayers we have encountered. He has, for well over a decade, been seeking tax deductions for a portion of...
With the popularity of real estate investment trusts, (REITs), at historically high levels investors have been focusing on which "nontraditional" entity will be...
X Corporation, (X),wanted to acquire all of the stock of Y Corporation, (Y). X and Y were unrelated, except that shareholders of X owning 10 percent of its st...
M is a tax-exempt organization and a private, non-operating, foundation. N is a "disqualified person" with respect to M. M has "excess business holding...
Sec. 355(a)(1)(A) of the Internal Revenue Code provides that if a corporation distributes to its shareholders with respect to its stock, or distributes to its secur...
Symphony Investors, LLC, is offering to purchase for cash up to 30 percent of the outstanding shares of common stockof SUPERVALU, Inc. at a price of $4 per sh...
Compuware Corporation, (CPWR), has been targeted for scrutiny by several formidable "activist" investors who have seen substantial value in CPWR and who h...
In 1995, the South Carolina General Assembly enacted "the Act". In order to qualify for tax incentives, under the Act, businesses were required to enter i...
On Date 2, TP, a corporation, announced a Tender Offer and a "consent solicitation" to obtain the consent of the Note holders to certain amendments to the...
It has been rumored that Microsoft, Inc., (MSFT), is considering investing in the leveraged buy out of Dell Computer (Dell), news of which has dominated the busines...
X, a corporation, qualifies as a "Regulated Investment Company", (RIC). Y, a domestic corporation that holds shares of X stock, received a dividend from X...
By resolution of M's Board of Directors, M will institute a program of making charitable contributions to charities designated by its shareholders.
&nb...
AT&T, (T), announced that it expects to record a non-cash pre-tax charge of approximately $10 billion "related to actuarial gains and losses" on pensi...
Plaintiff, Microsoft Corporation, is a corporation organized and existing under the laws of the State of Washington. During the relevant tax years, plaintiff entere...
Petitioner, EchoStar Satellite Corporation, (ES), is popularly known as "DISH Network." ES owns a number of orbital satellites that broadcast television s...
SUPERVALU, (SVU), recently announced a transformative transaction in which it sell the stock of New Albertson's Inc., (NAI), a direct wholly-owned subsidiary of SVU...
D Corporation, (D), through its subsidiaries, was engaged in the receipt,transportation, storage, and delivery of natural gas in various states, including Ill...
TP intends to elect to be taxed as a real estate investment trust, (REIT). TP is a wireless and broadcast infrastructure company. Together with its taxable REIT sub...
An audit of petitioner's nonresident and part-year resident New York State tax returns resulted in the Department of Taxation and Finance issuing a notice of defi...
A deferred tax liability (DTL) or deferred tax asset (DTA) is recognized for the expected future tax effects attributable to "temporary differences" and carry-f...
X is a limited partnership organized under the laws of State. X is engaged in the business of refining, blending, processing, packaging, marketing, and distribution...
P Corporation, (P),owns all of the stock of each ofSub 1 and Sub 2. Sub 2, in turn, owns all of the stock of each of Sub 3 and Sub 4. Sub 4 owns all of...
Donald Fitch, (DF), has been a licensed C.P.A. in California since February, 1993. Upon receiving his license, he started an accounting practice ("C.P.A. pract...
The Senate passed, by an overwhelming 89-8 margin, "fiscal cliff" legislation containing several notable tax provisions. The bill will now be sent to the...
December 31, 2012 - Volume 6 Issue 250Print Report
Pursuant to Sec. 163(h) of the Internal Revenue Code, individual taxpayers may not deduct interest on indebtedness except, among other things, "interest paid o...
December 28, 2012 - Volume 6 Issue 249Print Report
Four individuals, (TPs), owned 76 percent of the stock of X Corporation, (X), and two of them, as trustees for the wife of another, held slightly in excess of 13 pe...
December 27, 2012 - Volume 6 Issue 248Print Report
D Corporation, (D), has operated a retail shoe store business, under the name "D", since Year 1, in a manner that meets the (active business)require...
December 26, 2012 - Volume 6 Issue 247Print Report
Indian Corporation, (IC), was engaged in the consumer finance business. On June 30, 1964, the directors of IC authorized the purchase of 52.846 percent of the stock...
December 24, 2012 - Volume 6 Issue 246Print Report
Even though the "modern" Master Limited Partnership (MLP or PTP) rules have been in effect for nearly 22 years we are still discovering new activities in...
In the aftermath of the global economic crisis, the overstatement of assets caused by delayed recognition of credit losses was identified as a "weakne...
December 21, 2012 - Volume 6 Issue 245Print Report
E Corporation, (E), and SS Corporation, (SS), were each domestic building and loan associations. All SS depositors were owners of withdrawable shares which were con...
Markel Corporation, (MC), and Altera Capital Holdings, Ltd. (AC), a Bermuda corporation,have entered into a plan and agreement pursuant to which MC will acqui...
December 20, 2012 - Volume 6 Issue 244Print Report
TP was incorporated on Date 1 and made an election under Sec. 856 to be taxed as a real estate investment trust, (REIT). TP owns an "a%" membership intere...
December 19, 2012 - Volume 6 Issue 243Print Report
Sandell Asset Management Corp., (SAM), led by theformidable Thomas E. Sandell, has communicated its views to the management of Compuware Corporation, (CPWR), in...
December 18, 2012 - Volume 6 Issue 242Print Report
On July 11, 2001, petitioner, one of the principal shareholders of Blimpie, Inc., (BI), presented his wife with a letter, which stated: "...I hereby gift to yo...
December 14, 2012 - Volume 6 Issue 240Print Report
R is taxed as a regulated investment company, (RIC), and uses a taxable year ending on June 30. R recognized long-term capital losses on November 1, 2010, January 3...
Liberty Interactive Corporation, (L), has purchased a total of 4,799,848 shares of TripAdvisor, Inc., (T), from Barry Diller (and from a family foundation) at a pri...
December 11, 2012 - Volume 6 Issue 237Print Report
The taxpayer, (J), operated a dairyfarm in Wisconsin. Mortgages, held by the FmHA, encumbered 135 acres (out of a total of 235 acres)of J's property....
December 10, 2012 - Volume 6 Issue 236Print Report
Petitioners,husband and wife,filed joint New York State resident income tax returns for the 2002-2004 tax years. They did not file New York City returns...
Freeport McMoRan Copper and Gold, Inc., (FCX), has entered into a plan and agreement pursuant to whichit will acquire, via a forwardmerger, the properti...
The stock of F, Inc., (F), was owned by father, mother, son, daughter, and son-in-law (daughter's husband). On March 31, 1944, father transferred 217 shares of F st...
The taxpayer, (B), became a full-time student at Baldwin-Wallace College, (BWC), and graduated in 1974 with a B.A. in English. She was then hired as a "personnel...
Saputo, Inc., (SAP), announced that it has signed a definitive agreement to acquire Morningstar Foods, LLC, (M), a subsidiary of Dean Foods Company, (DFC). The purc...
Foreign Partner 1, (FP1), a nonresident alien individual, is a partner in Partnership 1, (PS1), which is engaged in a trade or business through a fixed place of bus...
I.B.M. calculated its Michigan Business Income Tax and Modified Gross Receipts Tax liabilities based on a three-factor approach taking into consideration property,...
November 30, 2012 - Volume 6 Issue 230Print Report
On October 1, 2004, the taxpayer, (A), submitted a request with the National Office of the I.R.S.for a Private Letter Ruling (PLR). On September 17, 2007 (nea...
Costco Wholesale Corporation, (COST), announced that its Board of Directors has declared a "special cash dividend" on COST common stock in the amount of $...
Fiat Industrial S.p.A., (FI) and CNH Global N.V., (CNH), announced an agreement in connection with which each of FI and CNH will be merged with and into a new corpo...
November 29, 2012 - Volume 6 Issue 229Print Report
The decedent (D) died in 1957. At the time of his death, he owned, directly, 88.9 percent of the stock in PS Corporation (PS), a holding company,and a small p...
November 28, 2012 - Volume 6 Issue 228Print Report
Company (C) wanted to build a power plant. In Year 1, C and a group of investors entered into a contract providing for the formation of aPartnership (PS) to c...
ConAgra Foods, Inc., CAG, and Ralcorp Holdings, Inc., RAH, have announced the execution of a definitive agreement under which CAG will acquire the stock of RAH from...
November 27, 2012 - Volume 6 Issue 227Print Report
Sec. 3201 of the Internal Revenue Code imposes a tax on the income of each railroad employee equal to the applicable percentage of the compensation receive...
Realogy Holding Corporation, (RHC), is in possession of over $2 billion in Net Operating Losses, (NOLs). It is counting on using these NOLs to reduce its "cash...
November 26, 2012 - Volume 6 Issue 226Print Report
In November, 2004, petitioner MS entered into a contract of sale to purchase Unit 34B in a building located in New York City for $900,000. At the same time, his wif...
November 23, 2012 - Volume 6 Issue 225Print Report
The taxpayers, husband and wife, own 100 percent of the stock in X, an 'S' corporation. On July 18, 1978, the taxpayers as primary applicants and X as a secondary a...
November 21, 2012 - Volume 6 Issue 224Print Report
LPC owned 100 percent of the stock of C. C was a member of a group of companies owned by LPC and consolidated for tax reporting purposes. C ceased operations before...
November 20, 2012 - Volume 6 Issue 223Print Report
The taxpayers are physicians who practice medicine under several professional entities, including Practice Entity G and Practice Entity H, limited liability compani...
November 19, 2012 - Volume 6 Issue 222Print Report
Penn National Gaming, (PNG), will not only be the first casino company to convert to REIT status, it will do so in an unprecedented manner. PNG is not going to use th...
November 16, 2012 - Volume 6 Issue 221Print Report
Mr. S owned all of the stock of HIA, Inc., (HIA), an insurance agency located in rural North Dakota. Under a purchase agreement, HIA agreed to sell "all files,...
November 15, 2012 - Volume 6 Issue 220Print Report
The petitioner, (L), timely filed her 2006 Federal income tax return. On Schedule A of such return, L claimed a total of $35,355 in itemized deductions, consisting...
November 14, 2012 - Volume 6 Issue 219Print Report
The taxpayer, Mr. Armbrust, (AT), decided to buy a house. AT's father, in light of AT's poor credit rating,closed the purchase, recorded the deed, and obtaine...
November 13, 2012 - Volume 6 Issue 218Print Report
Sec. 179D of the Internal Revenue Code permits a deduction for part or all of the cost of "energy efficient" commercial building property that a taxpayer...
Leucadia National Corporation, (L), owned, as of December 31, 2011, an aggregate of 58,006,024 sharesof Jefferies Group, Inc., (J). During 2011, L purchased,...
Kayak Software Corporation, (KSC), which had only recently "gone public," has entered into a plan and agreement pursuant to which the company will be acqu...
November 12, 2012 - Volume 6 Issue 217Print Report
P Corporation, (P), owns all of the stock of S Corporation, (S). P desired to obtain control of X Corporation, (X), by acquiring all the shares of X in exchange sol...
EFH appears to be taking steps to insure that its excess loss account (ELA) with respect to its stock of its wholly-owned subsidiary, EFCH, will not become an item...
A partnership is treated as an entity separate and distinct from its partners. Once its income or loss is determined, a partnership is treated as a "cond...
Stifel Financial Corporation, (SFC), and KBW, Inc., (KBW), have entered into a plan andagreement pursuant to which SFC will "acquire the stock" of K...
The laws of Kentucky authorize local district boards of education to levy a "utility gross receipts tax" for schools on the gross receipts derived from fu...
PVH Corporation, (PVH), and Warnaco Group, Inc., (W), have entered into a plan and agreement pursuant to which a newly-created subsidiary of PVH, Merger Sub, will b...
Pursuant to an agreement, AC Corporation, AC, acquired all of the stock of T Corporation, T. The aggregate purchase price was "$q", consisting of "$r...
Seagate Technology plc, (ST), has approximately $2.7 billion of U.S. Federal net operating losses (NOLs) which can be used to shelter from taxationan equivale...
X is a publicly traded partnership, (PTP or MLP). X intends to acquire and operate a facility that processes ethane and propane ("NGLs") into olefins thro...
TP is the holding company for each offour subsidiaries. Company B, (CB), one of the subsidiaries, is a registered (with the S.E.C.)broker/dealer. TP is...
Several years ago, Fairfax Financial Holdings, (Fairfax),a corporation with substantial Net Operating Losses, (NOLs), which owned a majority of the stock of O...
EFH Corporation, (EFH), files a consolidated income tax return as the common parent of an affiliated group which includes EFCH, TCEH, and EFIH, but not Oncor.
CSR plc, (CSR), a U.K. corporation, is preparing to return capital to its shareholders. The capital to be returned represents, at least in part, the proceeds the co...
Mr. B (petitioner, and together with his spouse, petitioners) owns two businesses, including ITL, a charter fishing operation. The operation is based in Orange Beac...
IDT Corporation, (IDT), has decided to pay a "special dividend" in the amount of $0.60 per share to the holders of its Class A and Class B common stock. T...
Petitioner, the owner andoperator of a "juice bar" in upstate New York, contends that the admission charges and private dance performance fees it co...
Corvex Management, L.P., (CML), led by the estimable Keith Meister, has taken a 5.02 percent stake in ADT Corporation, (ADT). The stock of ADT was recently distribu...
Overseas Shipholding Group, Inc., (OSG or the Company), recently made a disturbing announcement. It disclosed that it "is in the process of reviewing a tax iss...
ADT Corporation, (ADT), recently spun off from Tyco International, Ltd., (TYC), has a substantial amount of intangible assets, including "subscriber system ass...
AT&T, Inc., (T), has announced a bold initiative to fully fund its currently underfunded pension plans. It is proposing to make an "in-kind" contribut...
P is a closely-held corporation that owns and operates a golf and tennis resort in State A. P has, for more than five years, owned all ofthe stock of S, a cor...
ASML Holding NV, (ASML), and Cymer, Inc., (CYMI), have announced that they have entered into a definitive merger agreement pursuant to which ASML will acquire CYMI...
Quality Stores, Inc., (Q), was the largest agricultural-specialty retailer in the country. In October, 2001, an involuntary Chapter 11 bankruptcy petition was filed...
Union Carbide Corporation, (U), conducted three research projects during the 1994 and 1995 tax-credit years. The firstwas the Amoco anticoking project. The se...
Tribune Publishing Co., (T), in 1969, owned 6,109 shares, or 7.1 percent, of the stock ofWest Tacoma NewsprintCorporation, (N). T's basis in the stock w...
Comverse Technology, Inc., (CTI), owns all of the stock of Comverse, Inc., (C), and a majority of the stock of Verint, (V). CTI, earlier this year, announced a plan t...
SoftBank Corporation, (SBC), and Sprint Nextel Corporation, (SNC), have announced a complex transaction which will result in SBC emerging with an approximate 70 perce...
Each LLC has a single owner, A, and is disregarded as an entity separate fromsuch owner for federal tax purposes. All the assets held by each LLC are either&n...
Iron Mountain, Inc., (IRM), in connection with its transformation to REIT status, has commenced the process of ridding itself of its earnings and profits (E&P). S...
On December 20, 1985, Pope & Talbot, Inc., PT, borrowed $22.5 million, secured by the "Washington Properties", WP, and then transferred WP to a partners...
It is well-settled that, in the case of a tax-free reorganization, the issuance by the acquirer of contingent contractual rights to acquire additional stock will no...
For each of the taxable years in issue, Hewlett-Packard Company, (HP), claimed tax credits for "increasing research activities." In determining its availa...
T is exempt from tax under Sec. 501(c)(3) of the Internal Revenue Code. Property held for non-charitable purposes includes income-producing real property and securi...
StoneMor Partners, L.P., (SMP),a publicly traded partnership, (PTP or MLP), is the second largest operator of cemeteries in the United States. It has been an...
Clearwire Corporation, (CC), conducts its business through a partnership, Clearwire Communications, LLC, (CCL), whose other partners are alsothe principal sha...
In exchange for their interests in CGE&Y, the consulting partners of Ernst & Young, the international accounting and auditing firm,were to receive sha...
P is a real estate investment trust, (REIT). P is engaged in Business AA through its "a%" ownership interest in PLP, a State Y limited partnership. PLP ha...
The "issue price" of a debt instrument is determined under Sec. 1273(b), or in the case of certain debt instruments issued for property, under Sec. 1274....
Deutsche Telekom, (DTE), and MetroPCS Communications, Inc., (PCS), announced that they have executed a definitive agreement pursuant to which DTE's subsidiary, T-Mo...
If action is not taken during the "lame duck" session of Congress that is expected to follow the elections, the tax code will change, due primarily to the...
"Black Liquor" (BL) is a liquid byproduct of certain paper making processes that, before January 1, 2010, met the definition of "alternative fuel&quo...
The issue is whether DPS, a subsidiary of Express Scripts, Inc., (ESI), is required to apportion, for Minnesota tax purposes, its "Sec. 382 limitation." T...
September 28, 2012 - Volume 6 Issue 186Print Report
In many instances, one of the most effective tools an international tax planner has at his or her disposal is the "hybrid" financial instrument: a financi...
September 27, 2012 - Volume 6 Issue 185Print Report
TP is a closely held company engaged in Business A. TP is a profitable company and haspaid dividends over three of the four years preceding the transaction....
September 25, 2012 - Volume 6 Issue 184Print Report
On September 11, 1997, the taxpayers, a husband and wife, (P), formed PILP, a limited partnership. When PILP was formed, its assets consisted of all of the stock of...
PepsiCo, Inc., (PEP), has been embroiled in a nastydispute with the I.R.S. regarding the proper characterization for Federal income tax purposes of certain fi...
September 24, 2012 - Volume 6 Issue 183Print Report
Mr. Ruge, (R), was formerly employed as a professor of engineering at theMassachusetts Institute of Technology, (MIT). While still employed, he made an invent...
September 21, 2012 - Volume 6 Issue 182Print Report
In May, 2006, the petitioner, KR, entered into a contract with a local contractor for an extensive renovation and expansion of his personalresidence....
September 20, 2012 - Volume 6 Issue 181Print Report
On January 1, 1995, Y Corporation, (Y), issued a 15-year debt instrument to Mr.A for $100. The instrument provides for quarterly interest payments of $2. Thus...
Yahoo! Inc., (Y), announced the closing of step one of its plan to divest itself of its stake in Alibaba Group Holding Ltd., (AGH), a stake amounting tosome 4...
September 19, 2012 - Volume 6 Issue 180Print Report
The Company, (C), is a privately-held holding company which has two classes of common stock outstanding: Class A and Class B shares. The two classes are identical e...
September 18, 2012 - Volume 6 Issue 179Print Report
In the aftermath of Hurricane Andrew in 1992, a number of property and casualty insurers ceased writing and/or renewing windstorm insurance policies in Florida. In...
September 14, 2012 - Volume 6 Issue 178Print Report
In 1962, the petitioner, HKP, paid $219,336 for all ofthe stock of PA, an Australian business corporation. HKP thenloaned PA the funds it needed to oper...
Petitioner, (P), is a domiciliary of New Jersey where he maintains a permanent place of abode. He commutes to his workplace in New York City and is present in New Y...
September 13, 2012 - Volume 6 Issue 177Print Report
G.L. C. 63, Sec. 31A (Massachusetts) allows a credit against the corporate excise tax for manufacturing corporations and business corporations engaged primarily in...
September 12, 2012 - Volume 6 Issue 176Print Report
Quanex Corporation, (Q),realized substantial capital gain income from the disposition of the stock of several of its subsidiaries. In an attempt to shelter th...
September 11, 2012 - Volume 6 Issue 175Print Report
The Financial Accounting Standards Board, (FASB), has issued an Exposure Draft for a Proposed Accounting Standards Update (ASU) regarding Topic 205 (of the Accounti...
In connection with its acquisition of Genzyme Corporation, (G),in 2011, Sanofi, (S), issued to the G shareholders a combination of cash and contingent value r...
September 7, 2012 - Volume 6 Issue 173Print Report
TP is a real estate investment trust, (REIT). Originators of mortgage loans often bundle and sell the loans. Buyers of the loans will either service the loans thems...
September 6, 2012 - Volume 6 Issue 172Print Report
Two recent Chief Counsel Advice Memoranda address the tax issues surrounding nonrefundable"milestone payments" made to an investment banker in conne...
September 5, 2012 - Volume 6 Issue 171Print Report
Every year, Wells Fargo, (W), pays California state taxes for the privilege of doing business in California. The amount of the state taxes is calculated on the basi...
Hudson City Bancorp, (H), the parent of Hudson City Savings Bank, (HSB), willbe mergingwith and into Wilmington Trust Corporation, (WTC), a direct, whol...
September 4, 2012 - Volume 6 Issue 170Print Report
On November 30th, W Corporation, W, purchased common stock in X Corporation, X, for $90 per share. On February 1st of the following year, X declared a dividend of $...
HF is a North Carolina limited partnership that has invested in wooded lands in West Virginia, WV. Theoperations of HF are limited to (i) managing the timberl...
In 1937, the trustees of a trust under the will of Sigmund Neustadt exchanged their holdings of 20-year six percent debentures of PP, Inc., (PP), for a like face amou...
In June, 2012, AOL, Inc., (AOL) sold over 800 patents to Microsoft Corporation, (M),and granted (M) a non-exclusive license with respect to its retained paten...
H Corporation, (H), owns all of the stock of X Corporation, (X), and the latter owns all of the stock of Y Corporation, (Y). Y, in turn, owns all of the stock of F...
VM is a Florida LLC that operates 46 Wendy's restaurants in Tennessee. All persons "doing business" in that state must pay thefranchise tax, annuall...
Oddly, the concept of "carrying on a trade or business", a phrase that appears in the Internal Revenue Code scores of times, has never been definitively e...
As the end of the year approaches and the "Bush tax cuts" near their expiration date, we would expect, as we saw the last time (the last half of 2010)&nbs...
The petitioner, (P), was recently married to X. P has no tax debts owedto the New York State Department of Taxation and Finance. However, Xis the subjec...
On March 15, 1999, Mr. JosephMurphy, (M), joined Refco, Inc., (R), as the President of one of its subsidiaries. R and its subsidiaries constituted a comm...
Aetna, Inc., (A) and Coventry Health Care, Inc., (C), have announced a business combination in which A will acquire the stock of C in exchange for consideration con...
Sec. 430 of the Internal Revenue Code specifies the "minimum funding requirements" that generally apply to single-entity defined benefit pension plans pur...
TP has elected to be treated as a real estate investment trust (REIT). TP is an "umbrella" REIT (UPREIT): it conducts substantially all of its business th...
The petitioner is an employee of the United States Postal Service and is a long-timeparticipant in the Federal Employees' Retirement System. The petitioner, a...
Apparently, Liberty Media, (LM), the owner of approximately 48 percent of the stock of Sirius XM Radio, Inc., (S), has expressed an interest in recouping a portion,...
Distributing, (D), which is undoubtedly Sara Lee Corporation, (SLC), is a widely-held publicly traded State A corporation with a single class of common stock outsta...
Insurance, (I), is a corporation engaged since 1948 in the business of selling insurance. In addition to the insurance business, I had also engaged, until January,...
Comverse Technology, Inc., (CTI), is a holding company which owns the stock of Comverse, Inc., (CNS), and, on a fully-diluted basis, approximately 56 percent of the...
Pfizer, Inc., (P), has announced its intention to divest its animal health business. Step 1 of the divestiture process will be an IPO of Class A shares of the P sub...
In January of Year 1, T directs its broker to borrow 100 shares of XYZ Corporation, (XYZ), stock and sell the shares in the market ("the short sale").
<...
The District of Columbia, (DC), imposes a tax when a deed that conveys title to real property or a security interest instrument is submitted for recordation. This &...
Petitioners have been married since 1990. C is a U.S. citizen. F, her husband, was born in Israel and is not a citizen of the U.S., nor has he ever resided in the U...
On Date 1, the taxpayer, (TP), a REIT, purchased "the Property" through a qualified REIT subsidiary and has operated the Property as a rental property sin...
Each of Corrections Corporation of America, (CCA), and The Geo Group, Inc., (GG), recently announced the taking of decisive stepswhich should leadto the t...
Where a transaction qualifies as a reorganization, the transferor of property recognizes neither gain nor loss on the receipt of "non-recognition" propert...
A trust, (T), owned 250 shares of MS, Inc., (MS), less than one percent of the outstanding stock. 97 percent of the outstandingstock was owned by Mr. HC, (HC)...
On August 1, 2012, Booz Allen Hamilton Holding Corporation, (BAH), declared (in addition to its regular quarterly dividend) a special cash dividend in the amount of...
The taxpayer (PT) is a Delaware corporation that maintains its principal place of business in Connecticut. PT is a subsidiary of P Corporation (P). PT is engaged in...
Norman Scott, (NS), and his wife, (JS), owned approximately 99 percent of the common stock of Norman Scott, Inc., (NSI), Continental Corporation, (C), and River Oak...
On May 17, 2012, Frisch's Restaurants, Inc., (FRS), announced the closing of the sale of all of its Golden Corral, (GC), operations and real estate. The purchase pr...
On her 2004 Federal income tax return, Ms. B (B) claimed two dependency exemption deductions; a child care tax credit; and a child tax credit. On his 2004 Federal i...
NCR Corporation, (N), whose pension plan "shortfall" (the amount by which its projected benefit obligation exceeds the value of plan assets) represents a...
In connection with its January 3, 1986 purchase of the magazine, Ladies' Home Journal, Meredith Corporation, (M), assumed certain contingent obligations of the sell...
In November, 2007, petitioners' credit card company, Capital One, referred petitioners' delinquent account to an outside collection agency. The balance due, at the...
Tribune Corporation, (TRB), recentlysecured approval to emerge from bankruptcy. In connection withits emergence, the stock of the reorganized corporatio...
PPG Industries, Inc., (PPG), and Georgia Gulf Corporation, (GGC), have announced that PPG's commodity chemicals business will be acquired by GGC. However, the trans...
The Financial Accounting Standards Board, (FASB), has released an Accounting Standards Update, ASU 2012-02, Testing Indefinite-Lived Intangible Assets for Impai...
In 1995, plaintiffs formed the Trust which purchased five life insurance policies in 1996 from five different insurance companies. All of the policies were purchase...
Parent, (P), owns all of the stock of Seller, (S). S, in turn, owns all of the common stock of Target, (T). T is engaged in Business C and owns numerous subsidiaries...
Many years ago, in order to stave off federal encroachment on their taxing powers, state tax administrators and other state leaders drafted the Multistate Tax Compa...
In 1931, the petitioner, HTB, BOC, and SL organized TAC, Inc., (TAC), for the manufacture and sale of orthopedic appliances and artificial limbs. Each shareholder c...
The I.R.S. has always been concerned about the possibility that taxpayers might secure more than one tax deduction for a single economic loss. Certain provisions of...
Mr. W died testate on May 27, 2006. His Estate filed New Jersey Form IT-Estate on or about July 30, 2007. On the Form, the executors reported the date of death valu...
Sec. 1297(a) provides that a Passive Foreign Investment Company, (PFIC), an unfavorable designation, is any foreign corporation if 75 percent or more of its gross i...
Certain members of the family controlling U-Haul Company of Oregon, (UH), sought to achieve greater liquidity in respect of their ownership interest in UH. These me...
In an acquisition transaction, a purchaser's objective, at leastfrom a tax viewpoint, is to secure a "cost" basis in the target's assets. Such a cos...
Enterprising taxpayers have found that the I.R.S. has little tolerance for schemes that enable U.S. corporations to access the earnings of their foreign subsidiarie...
The petitioner, (WR), and his ex-wife divorced in 2007. The divorce court found that WR was due a $69,000 "property equalization payment" from his ex-wife...
The petitioner, (DD), in form, sold the stock of DDR, Inc., (DDR), a family holding company. The I.R.S. contended that, in substance, DD sold (or,more accurat...
On Date 2, Year 1, all of the stock of P corporation, (P), was issued to a group of investors ("the Investors"). As of Date 2, Year 1, all of the common s...
Human Genome Sciences, Inc., (HGSI), has rejected an offer from GlaxoSmithKline, Plc, (GSK) to pay $13 for each HGSI share. Its reasons for rejecting the offer were...
The taxpayer's (TP) total sales are $51 million, with some$490,000 thereofin Illinois (I). Of that amount, some 8 percent, or $33,000, is made on a &quo...
Sec. 83(a) provides that if, in connection with the performance of services, property is transferred to any person (other than the person for whomsuch service...
In general, employers are entitled to deduct from taxable incomethe amount of the contributions such employer makes to a pension plan it maintains for the ben...
D Corporation, (D), is a publicly-traded corporation that conducts Business A and Business B directly and Business C indirectlythrough its wholly-owned subsid...
The taxpayer (K) began working for Infospace (I)in 1996. K received stock options as part of his compensation package. K began buying and selling securities i...
Under Sec. 1366(d)(1), the aggregate amount of losses and deductions that a shareholder takes into account for any taxable year cannot exceed the sum of the shareho...
Loral Space & Communications, Inc., (L), has entered into an agreement to dispose of its subsidiary, Space Systems/Loral, Inc., (SSL), in a transaction in which...
Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation , the issuance of which was accompanied by substantial controve...
The Act authorized the Commission to issue licenses for the express purpose of riverboat gambling in State. On Date 2, the Commission issued a license to TP for a r...
NAGP, (N), was a Nevada general partnership and elected to be treated as a corporation for Federal tax purposes. ScottishPower, (SP), indirectly owned all of N. SP...
Entergy Corporation, (E), owns London Electricity, (LE), one of 32 companies the U.K. privatized through the '80s and '90s. The Windfall Tax was designed to address...
Fund 1 will elect to be a Regulated Investment Company, RIC, under Sec. 851 of the Internal Revenue Code. Qualification as such a RIC will enable the entity to secu...
R Corporation, (R), has elected to be taxed as a real estate investment trust, (REIT). During the first quarter of its 2011 taxable year, R purchased shares of F, a...
Only corporations can engage in reorganizations . Accordingly, a combination of a corporation and a partnership cannot constitute a reorganization: a partne...
ConAgra Foods, Inc., (CAF), owned a large number of trademarks and trade names in the food products industry. In 1997, CAF established ConAgra Brands, Inc., (CAB),...
Johnson & Johnson, (JNJ) has received regulatory approval for its proposed acquisition of Synthes, Inc., (S).
Each outstanding share of S common stock will be...
The petitioner, BF, invented a method and apparatus for transferring fluid from a vial into a syringe without using a needle ("needleless syringe"). BF ap...
Sec. 83(a)of the Internal Revenue Codeprovides that if, in connection with the performance of services, property is transferred to any person...the exce...
P Corporation, P, is engaged in various ongoing businesses, one of which involves the operation of a manufacturing plant ("the Manufacturing Business"). T...
After extensive deliberations lasting almost a year, Iron Mountain, Inc., (IRM), has announced that its Board has unanimously approved a plan for the company to pur...
Petitioner, (P), isa citizen of Belgium. In June, 1997, he graduated from KU, in Belgium, where he earned a law degree. After graduation, and until August, 19...
It is rare for the I.R.S. to argue that an investment in the form of equity is, in substance and reality, indebtedness. It has taken this position, with a singular...
Gaylord Entertainment Co., (GET), hasannounced its intention to become a Real Estate Investment Trust, (REIT), effective for the taxable year beginning on Jan...
In 1986, Congress enacted Chapter 12 of the Bankruptcy Code, Sec. 1201 et seq. , to allow farm debtors with regular annual income to adjust their debts.
<...
On May 1, 2012, Guggenheim Baseball Management, LLC, (GBM), completed the purchase, for a reported $2.15 billion, of the Los Angeles Dodgers baseball franchise. The...
In January, 2002, the petitioners, Mr. and Mrs. Chiarito, started a catering business called "Goodfellas Catering". Because the localhealth departme...
The taxpayer, Mr. Brown, (B), was employed full-time as an electrical engineer. However, he harbored a desire to engage in the recordedmusic business and, fin...
TP is a Real Estate Investment Trust, (REIT). TP intends to enter into a joint venture with C establishing Entity, (E). TP will contribute property and cash to E an...
Most acquisitions are structured as purchases of stock. The acquiring entity purchases the stock of the target entity from the shareholders of such target. The buyer's ba...
On September 27, 1962, New Plantation, NP, obtained $150,000 from B for which it issued 6.5 percent debentures. These debentures were subordinated to all other inde...
Old Republic International Corporation, (ORI), recentlyannounced a two-part plan to separate from its main business its poorly-performing mortgage guaranty an...
In January, 1942, EB owned 942 shares of common stock and 698 shares of seven percent cumulative preferred stock in GF Corporation, GF. His son, LB, owned 176 share...
Eaton Corporation, (ETN), and Cooper Industries plc, (CBE), announced a definitive agreement pursuant to which ETN will acquire CBE. In connection with the acquisit...
SCT is a publicly traded Delaware corporation with its principal place of business in Pennsylvania, (P). SCT's activities consist of providing corporate "overs...
In 1984, Congress enacted theForeign Sales Corporation, (FSC), regime. A qualifying FSC was permitted to treat roughly 30 percent of its "foreign trade i...
Sears Holdings Corporation, (SHLD), which earlier in the year announced its intention to distribute warrants to purchase stock of one of its subsidiaries to its sha...
T Corporation, T, was acquired by a subsidiary of P Corporation, P, in a transaction intended to qualify as a reorganization under Sec. 368(a)(1)(A) and Sec. 368(a)...
Liberty Media, (L), though its Liberty Radio LLCunit, currently owns approximately 45 percent of the stock of Sirius XM Radio Inc., (SIRI). It has owned&...
Utility, U, is in the business of generating, transmitting, and distributing electric energy. County, C, decided to proceed with "project". The purpose of...
VCC Corporation, VCC, owns 100 percent of the stock of FHV Corporation, FHV. VCC owns 31 percent of the stock of TP Corporation, TP, and FHV owns 62 percent of such...
Validus Holdings Ltd., (VHL), is a Bermuda-based insurance holding company whose operations are conducted exclusively through its wholly-owned Bermuda subsidiaries,...
In order to make it clear that earnings and profits (E&P)are only transferred from one corporation to another corporationin limited circumstances, t...
Corrections Corporation of America, (CXW), announced, on May 3, 2012, that it is "assessing the feasibility of a Real Estate Investment Trust, (REIT) conversio...
D Corporation, D, is a publicly-held corporation that conducts a pesticides business. C Corporation, C, is a wholly-owned subsidiary of D that conducts a baby foods...
On June 9, 2004, a fire broke out in the kitchen of the rented house at which H and her children lived. The fire damaged or destroyed some of the family's personal...
In a deal that is almost a carbon copy, at least structurally, to its recent acquisition of SUG, Energy Transfer Partners, L.P., (ETP), will acquire, by means of a...
The taxpayers are partners in a partnership engaged in the mining, processing, and sale of coal. On January 17, 1953, certain equipment belonging to the partnership...
Mr. James F. Moss, JM, works at a nuclear power plant in Hope Creek, N.J. operated by PSE&G. During 2007, JM was employed full time, 40 hours per week, for a to...
Petitioner, (P), purchased a home in Greenwich, Connecticut on April 27, 1973. In January, 2003, P listed thehome for sale. In early September, 2004, an offer...
Ordinarily, the Government must assess a deficiency against a taxpayer within three years after the return is filed. See Sec. 6501(a). The three-year period is extend...
Spin-off requirements (Sec. 355 of the Internal Revenue Code)
1. Control Requirement-Immediately before the distribution, the distributing corporation, (DC), must &...
D,undoubtedly Ralcorp Holdings, Inc., isidentified in LTR 201216023, January 19, 2012, as a widely held, publicly traded State A corporation with a sing...
Sec. 1248(a) of the Internal Revenue Code provides that if a U.S. person sells or exchanges stock in a foreign corporation, and such person owns...10 perce...
In order for a transaction to qualify as a reorganization within the meaning of Sec. 368(a)(1)(D) (a 'D' reorganization), one corporation must transfer all or part...
Barnesandnoble.com, (TP), is an LLC organized under the laws of the State of Delaware with all of its operations, facilities, and personnel located outside of the S...
TP is the U.S. parent of an affiliated group of foreign and domestic corporations. On Date 1, TP and certain of its domestic subsidiaries filed voluntary petitions...
S is an indirect, wholly-owned subsidiary of TP. S contributed all of its assets, except for certain working capital and Assets 3-5, for itsinterest in a part...
SXC Health Solutions Corp., (SXC), a corporation organized under the laws of Canada, and Catalyst Health Solutions, Inc., (CHS), a domestic corporation, have entere...
The taxpayer, TP, a loss corporation, had outstanding voting common stock, non-voting preferred stock, subordinated notes,six percent junior subordinated debe...
Taxpayers, husband and wife, each invested in Investment Fund 1, an investment fund managed indirectly by Fund Manager 1 and Fund Manager 2 ("the fund managers...
On July 26, 1954, the taxpayers, shareholders of a domestic C corporation, in exchange for all of their stock, were each issued 1,595 shares of voting common stock...
On January 18, 2012, Jazz Pharmaceuticals, Inc., (JPI), a U.S. corporation,was acquired by Azur Pharmaceuticals Ltd., (AP), a corporation organized under th...
Sony recently announced its intention to report a substantial loss for the fourth quarter of its March 31,2012 fiscal year. Much of this loss is "below t...
A Colorado law ("the Act")requires retailers that sell products to customers in Colorado, but do not collect and remit sales tax on these transactio...
The petitioners owned publicly traded shares in five Canadian entities through a brokerage account maintainedwith Charles Schwab. Petitioners held shares in C...
The taxpayer, (YB), publishes and distributes telephone directories to New York State residents and businesses free of charge. YB arranges through various dis...
The taxpayer, (T), is a trust that was formed to financially support Cornell University. The I.R.S. granted T's application for tax-exempt status under Sec. 501(c)(...
Mr. H served as Chairman of the Board of each of two banks: CSB and IBT. On January 28, 1987, Mr. H and CSB entered into a contract in which Mr. H agreed to provide...
On Date 1, TP entered into an Agreement and Plan of Merger with B to acquire the stock of B for a combination of cash, stock, and debt assumption. Under the terms o...
We now know that one of the companies whose stock Tyco International, Ltd., (TYC), will be distributing in connection with its previously announced restructuring wi...
D Corporation, (D), which is Expedia, Inc., has three classes of stock outstanding: (i) Common Stock, (ii) Class B Common Stock, and (iii) Preferred Stock....
Liberty Interactive, Inc., (L), owns stock possessing 60 percent of the voting power and 25 percent of the value of the outstanding stock of Expedia, Inc., (E). E r...
X Corporation, (X), designs, manufactures, markets, and services Equipment. X entered into Agreements with financial institutions ("lenders"). These Agree...
Apollo Global Management, LLC, (APO),has initiateda tender offer for the shares of Great Wolf Resorts, Inc., (WOLF). The offer price is $5 per share for...
If stock acquired pursuant to the exercise of an incentive stock option is "prematurely" disposed of, the taxpayer will be charged with ordinary compensat...
In 2000, 2001, and 2002, the Fishers transferred 4.762 percent membership interests in Good Harbor Properties, LLC, (GH), to each of their seven children.
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Although the conventional wisdom is that a "hybrid" instrument is either all debt or all equity, there is one case that indicates that such an instrument...
Guy's Oil Company, (GO), was engaged in the business of operating a service station; conducted a fuel oil business; and owned real estate most of which was used in...
Petitioner, (P), is a non-profit corporation incorporated in New York in 1912. P is, and has been since the enactment of the income tax, exempt from Federal income...
Taxpayers purchased lakefront property in Wisconsin. Not satisfied with the house that stood on the property, they decided to demolish it and build another....
T Corporation, (T), is incorporated in Delaware and has its offices in Maryland. The employee in question develops and writes software code from a laptop computer i...
WebMD Health Corp., (WMD), has been buying back its stock, in relatively large increments, over the past several years. Since April 8, 2010, it appears that the com...
TP is a limited partnership. TP and Sponsor intend to engage in a "roll-up" transaction whereby a corporation, (N), will be formed that will qualify as a...
On July 1, 1957, Mr. P and Mr. H were the joint owners of certain secret formulas and trade names which they had thenheld for more than six months. The formul...
Clear Channel Outdoor Holdings, Inc., (CCO), 89 percent of the stock of which is owned by Clear Channel Communications, (CCC), has declared a "special cash div...
TP, which appears to be Charter Communications, Inc., is a holding company that, through entities it controls, operates Business A. TP owns two principal assets: (i...
Sara Lee Corporation, (SLE), has received its long-awaited I.R.S. ruling regarding the tax consequences of its plan to separate its beverage business from its other...
The I.R.S. issued to Mr. and Mrs. Willhite with respect to their 2000 tax year,a document, with the heading "Notice of Intent to Levy", dated Decemb...
Rowan Companies, Inc., (RDC), has, in a move reminiscent of the one recently announced by Aon Corporation, decided to engineer an "inversion" transaction....
During 2006, petitioner was a self-employed real estate agent. That year, she contributed $34,408 to the LKL Defined Benefit Pension Plan and Trust.
&n...
Taxpayer, TP,a widely-held and publicly-traded corporation, will "drop down" certain assets to X Corporation, X, in exchange for all of the stock of...
American International Group, Inc., (AIG), reported net income of $19.8 billion for its quarter ended December 31, 2011, compared to "only" $11.2 billion...
P Corporation, (P), has a single class of voting common stock outstanding held by more than 50 shareholders. S Corporation, (S), was a wholly-owned subsidiary of P....
Sears Holdings Corporation, (S), intends to separate its Sears Hometown and Outlet businesses and certain hardware stores, all of which will be placed into a holdin...
Scholastic Book Clubs, Inc., (SBC), is a Missouri corporation that markets and sells books and other publications and products to teachers and students at schools acr...
Periodically, when a U.S. corporation announces an acquisition, the company will add that it intends to pay for the acquisition, in whole or in part, with "off...
Alibaba Group, (AG), recently announced its intention to make a proposal to the Board of Directors of Alibaba.com, (AC), to "privatize" the company. The p...
Prior to 1964, the petitioner was in the business of processing freshly slaughtered hogs. It did not own the facilities necessary for slaughtering the hogs; it used...
TP will elect to be taxed as a Real Estate Investment Trust,(REIT). TP is Empire State Realty Trust, a newly-formed corporation which will own the famed...
Wynn Resorts, Limited, (W), announced that, following an investigation on the part of its Compliance Committee, a major shareholder of the company, Aruze USA, Inc.,...
In connection with the initial public offering of the stock of Aurora Foods, Inc. (AF), Mr. Gudmundsson (G), an officer of AF, received the right to the distributio...
The taxpayer (TP) is a New York City resident and is the sole shareholder of a corporation that has made an 'S' election at both the Federal and New York State leve...
Fund, (F), is a closed-end investment company and is a "regulated investment company", (RIC). F never offered its shares to the public. Its capital was ob...
Ocmulgee Fields, Inc., (OF), entered into a contract to sell a parcel of highly appreciatedreal property, (WS),to the McEachern Family Trust, (MFT), in...
Liberty Media Corporation, (L), in 2009, acquired voting convertible preferred stock issued by Sirius XM Radio, Inc., (SIRI). The preferred is convertible into common...
On August 1, 2002, CenturyTel, Inc., (CTI), sold all of the shares of its wireless subsidiary for $1.59 billion. CTI and the purchaser, an unrelated corporation, fi...
In the February 13, 2012 edition of Barrons , a rather critical analysis is presented of themanner in which Portfolio Recovery Associates, Inc., (PRA)...
The New York Times is reporting that one of the assets that might be contributed to Newco by Alibaba, in connection with the long-awaited "cash rich&q...
As of the date of the decedent's death, she owned 164 of the 200 outstanding shares in WK Corporation, (WK), a closely-held C corporation. WK's principal asset was...
TP intends to make an election to be treated as a Real Estate Investment Trust, (REIT). TP will acquire an interest in the partnership that owns the land and buildi...
A decedent, (D), and her son, (S), lived on the first two floors of a five-story brownstone in Manhattan which D had bought in 1968. On October 1, 1999, D leased th...
In Rev. Rul. 73-236, 1973-1 C.B. 183, X Corporation, (X), was engaged, for more than five years, in the sale of real estate that it developed and improved, and in t...
P and the members of its affiliated group were engaged in the business of poultry processing. P acquired a poultry processing plant in Sebastopol, Mississippi. P al...
Corporation A, (CA), is, and has been since prior to Date 1, a member of the affiliated group of which TP is the common parent ("the Group). CA issued the non-...
Where a taxpayer sells a security and realizes a loss on the sale, the loss will be deductible provided that the taxpayerhas not engaged in a "wash sale&...
Eastman Chemical Company, (E), and Solutia, Inc., (S), each a company that was spun-off manyyears agofrom another company, announced that they have ente...
By 2004, Holdner Farms, (HF), had grown into a profitable cattle farming operation. Mr. Randal Holdner, (RH), managed HF's day-to-day operations while Mr. William H...
The issue is whether petitioner effected a change of domicile from New York to Tennessee and was therefore not subject to tax as a resident of N.Y. for the period A...
C is a partnership. On December 31, 1999, C entered into a contract with RRE, Inc., (RRE). Under the contract, RRE assigned to C a 74.33 percent interest in a well...
Partnership X, (PSX), acquired, in 1995, 3,300x of shares of common stock of Y Corporation, (Y). Y's stock is listed on the New York Stock Exchange. It has outstand...
In 2008, the petitioner, W, found a house for sale in Rice, Texas ("the Rice house"). On December 18, 2008, W entered into an agreement for deed to purcha...
PPL Corporation, (PPL), in 1997, held a 25 percent stake in SWEB, a utility in the United Kingdom. SWEB was one of 32 U.K. companies subject to a one-time "win...
In May, 2006, the petitioner entered into a contract with a local contractor for an extensive renovation and expansion of his residence. The total contract price fo...
Ralcorp Holdings, (RH), is in the final stages of carrying out its plan to distribute 80 percent of the stock of Post Holdings, (PH), to its shareholders in a trans...
In 1980, Dr. Howard, (DH), incorporated his dental practice. At the time of such incorporation, DH entered into an employment agreement as well as a covenant not to...
On Date 0, C1 entered into a series of transactions with B. The end result was C1 holding "$y" in Series A preferred shares ("the Preferred Stock&quo...
P Corporation, (P), owns all of the stock of D Corporation, (D), and all of the stock of Sub1 and Sub2. Sub1 and Sub2 are engaged in the active conduct of Business...
We have received numerous inquiries over the past few days regarding the announcement by Aon Corporation, (AON), of its intention to "move its corporate headqu...
The taxpayer, Mr. B, purchased an RSA license ("the M4 license") in 1991. Mr. B organized RFB, an 'S' corporation, in 1991. He contributed the M4 license...
MF is the father of LF, ("the Fs"). During the year 1926, they were president and vice-president of KTC, Inc., (KTC). The stock of KTC was closely-held, t...
Comverse Technology, Inc., (CMVT),the beleaguered technology giant, has announced its intention to restructure in a transaction that might best bedescri...
The taxpayer, (TP), engaged in numerous calloption "spread" transactions. TP would buy a call option on a particular stock and sell a call option wi...
The products sold by Procter & Gamble Northeast Asia, (NEA), a corporation incorporated in Singapore whose principal office was located in Kobe, Japan, in Japan...
Sec. 67(e) of the Internal Revenue Code provides for an exception to the "2 percent floor" on miscellaneous itemized deductions (in the case of an individ...
TP, on its Year 1 and Year 2 tax returns, took the position that its interest deductions were limited by Sec. 163(j). The branch of the I.R.S. that administers Larg...
On their joint income tax returns for 2003 and 2004, Mr. and Mrs. Bogus reported, on Schedule C thereof, losses of $77,598 and $85,292, respectively. The I.R.S. dis...
Sears Holding Corporation, (S), isexperiencing well-publicized business issues that will necessitate the shuttering of hundreds of its stores. These business...
Mr. Philip F. Anschutz, (MA), is the sole shareholder of AC, an 'S' corporation. AC was the sole shareholder of TAC. AC elected to treat TAC as a qualified subchapt...
December 30, 2011 - Volume 5 Issue 251Print Report
GP, a foreign corporation, owned all of the stock of FS1, a foreign corporation engaged in the active conduct of Business A. FS1 owned all of the stock of FS2, a fo...
In January, AIG distributed 0.533933 of a warrant with respect to each share of its common stock. Each warrant enables the holder to purchase one share of AIG commo...
Total Gas & Power, (TO),a French corporation, currently owns 60 percent of the stock of SunPower, Inc., (SPWR). TO also owns all of the stock of Total Ene...
December 28, 2011 - Volume 5 Issue 249Print Report
Where a recently-acquired subsidiary is merged with and into the acquiring parent, the merger will qualify as a reorganization under Sec. 368(a)(1)(A) if the stock...
PPL Corporation, (PPL),in 1997, owned an approximate 25 percent stake in a U.K. utility named SWEB. The latter was subjected to a "windfall" tax imp...
December 27, 2011 - Volume 5 Issue 248Print Report
The transactions at issue which generated the professionalfees at issue arose from the filing by X Corporation, (X), of Abbreviated New Drug Applications, (AN...
December 22, 2011 - Volume 5 Issue 246Print Report
Reg. Sec. 1.368-2(l)(1) provides that in a transaction qualifying as a reorganization under Sec. 368(a)(1)(D), a corporation must transfer all or part of its assets...
New York residents are taxed on theirincome from all sources, whereas non-residents, generally speaking, are taxed, in New York, only on their "New York so...
On Friday, December 16th, 2011, United Rentals, Inc., (URI), and RSC Holdings, Inc., (RRR), announced that they had entered into a definitive merger agreement under...
December 20, 2011 - Volume 5 Issue 244Print Report
The taxpayer, (PF), is classified as a "private foundation" under Sec. 509(a) of the Internal Revenue Codeand is, therefore, exempt from Federal inc...
Lam Research Corp., (L), and Novellus Systems, Inc., (N), have entered into a definitive agreement pursuant to which L will acquire all of the stock of N from the s...
December 16, 2011 - Volume 5 Issue 242Print Report
During the tax year in issue, the taxpayer, Mr. Sean Hegarty, (SH), was employed full-time by Carteret Mortgage Corporation and his spouse, Ms. Kerry Hegarty, (KH),...
Ordinarily, when a corporation ceases to have a "controlling financial interest" (i.e., a majority voting interest) in another corporation, the parent is...
December 14, 2011 - Volume 5 Issue 240Print Report
TP is a Real Estate Investment Trust, (REIT). TP is the managing general partner of Partnership, (PS). TRSA is a wholly-owned subsidiary of PS. TP rents space on ou...
Martin Marietta Materials, Inc., (MMI), is offering to exchange each of the issued and outstanding shares of common stock of Vulcan Materials Company, (VM), for 0.5...
December 13, 2011 - Volume 5 Issue 239Print Report
AP, based in North Carolina, is one of the leading automotive retailers in the United States. As of January 31, 2010, AP owned 145 dealership franchises at 122 deal...
December 12, 2011 - Volume 5 Issue 238Print Report
The issue is whether amounts included in gross income under Sec. 951(a)(1)(B) constitute qualified dividend income (QDI) under Sec. 1(h)(11). The U.S. Tax...
The issue is whether I Corporation, (I), a Canadian corporation, in computing its income for income tax purposes, is entitled to deduct payments made to its own emp...
In June, 2000, SCV, Inc., (SCV), timely elected to be treated as an 'S' corporation. During the late 1990s, KPMG, the international accounting and auditing behemoth...
P Corporation, (P), is the common parent of an affiliated group that joins in the filing of a consolidated income tax return. P whollyowns Sub 1 and Sub 1 who...
Entergy Corporation, (ETR), and ITC Holdings Corporation, (ITC), have announced a transaction in which the electrictransmission business of ETR will be divest...
On March 4, 1946, the taxpayers, Mr. J and Mr. H, the owners of all of the stock JH, Inc.(JH), signed an agreement with unrelatedP Corporation (P) for t...
Reg. Sec. 1.1001-3 provides rules for determining whether a modification of the terms of a debt instrument results in an exchange for purposes of Reg. Sec....
On Date 1, TP becamea wholly-owned subsidiary of ABC and a member of the ABC consolidated group. ABC, in turn, is wholly-owned by Foreign Parent, (FP). FP rep...
Corporation, (C), provides public refrigerated warehouse space for customers to store perishable products. C provides services typically provided in both the cold a...
November 30, 2011 - Volume 5 Issue 230Print Report
During the years in issue, the petitioners owned 12,133 shares of common stock in SC, Inc., (SC). As of 1960, SC's operations consisted of receiving royalties paid...
November 29, 2011 - Volume 5 Issue 229Print Report
D is a multi-bank holding company. C, a wholly-owned subsidiary of D, is engaged in the business of banking in City X. P is a multi-bank holding company unrelated t...
November 28, 2011 - Volume 5 Issue 228Print Report
Sec. 382 of the Internal Revenue Code imposes a limitation on a corporation's use of net operating loss (NOL) carryovers (and recognized built-in losses)in th...
November 25, 2011 - Volume 5 Issue 227Print Report
B Corporation, (B), owned all of the stock of C Corporation, (C). The latter owned all of the stock of E Corporation, (E), and E owned all of the stock of F Corpora...
In 2000, the plaintiffs invested $655,500 with Bernard L. Madoff Investment Securities, (BLMIS). They invested an additional $40,000 in January, 2003....
November 22, 2011 - Volume 5 Issue 225Print Report
On February 24, 1953, the board of directors of the Hickok Company, (HC), adopted a plan of recapitalization involving the creation of $1 million face amou...
November 21, 2011 - Volume 5 Issue 224Print Report
D2 owns all of the stock of D1 and the latter owns all of the stock of C. Each corporation is engaged in the active conduct of at least one trade or business and ha...
November 18, 2011 - Volume 5 Issue 223Print Report
TP, a C corporation, manufactures food products and sells such products to wholesalers. TP regularly allows certain discounts, or "vendor allowances", to...
November 17, 2011 - Volume 5 Issue 222Print Report
D, a Country C corporation, has outstanding a single class of common stock. SHA, D's principal shareholder, owns "a%" of the stock. SHB, a U.S. person,&...
A debtor corporation that transfers stock to a creditor in satisfaction of its indebtedness will realize income in an amount equal to the excess of the adjusted iss...
November 16, 2011 - Volume 5 Issue 221Print Report
P Corporation, (P), was engaged, through its subsidiaries, in Business A and Business B. P was the common parent of an affiliated group of corporations filing a lif...
The S-4 issued with respect to the acquisition by Kinder Morgan, Inc., (KMI) of El Paso Corporation, (EP), indicates that no fewer than three mergers will be undert...
November 14, 2011 - Volume 5 Issue 219Print Report
Washington Imaging Services (WIS) operates medical imaging facilities. WIS generates the medical image and, because it does not have a medical license, contracts fo...
November 11, 2011 - Volume 5 Issue 218Print Report
X Corporation, (X), uses an accrual method of accounting for tax purposes. X pays bonuses to a group of employees pursuant to a program that defines the terms and c...
Marriott International, Inc., (MAR), is in the final stages of distributing to its shareholders the stock of a newly-created subsidiary, Marriott Vacations Worldwid...
November 10, 2011 - Volume 5 Issue 217Print Report
The taxpayer (TP) is taxable under Part II of Subchapter L of the Internal Revenue Code as a non-life insurance company. TP provides retiree medical benefits to its...
Customers bring their products to Multi-Pak Corporation, (MPC), which packages them according to the customers' specifications and returns them as finished goods wh...
Cubist Pharmaceuticals, Inc., (C), has commenced, through its newly-created and wholly-owned subsidiary, (S), a tender offer to acquire all shares of the issued and...
Capital One Financial Corporation, (CO),is a financial and bank holding company. Its principal subsidiaries, COB and FSB, provide consumer lending products an...
Deferred tax assets are required to be established by entities, like Ford Motor Company, (F), which have accumulated"deductible temporary differences&quo...
D2 Corporation, (D2), owns all of the stock of D1 Corporation, (D1). D1 is engaged in the active conduct ofBusiness A. D1 owns all of the stock of C Corporati...
Fund, (F), is a regulated investment company. There are two classes of F shares outstanding: common shares and a class of preferred shares comprised of (i) a single...
Senator Harkin, (D-IA), and Rep. De Fazio, (D-OR), introduced legislation in the Senate and House to place a tax on certain securitiestrading activities. The...
S is treated as a partnership for federal income tax purposes. CC, a Chinese quasi-governmental entity, contributed non-performing loans, (NPLs) to S. CC's basis in...
The "pooling of interests" method of accounting for a business combination has been defunct for 10 years. All such combinations are nowaccounted for...
The taxpayer, (N), became an employee of C Corporation, (C), a domestic 'C' corporation, before 2001. N received options to purchase C stock as compensation for ser...
The Wall Street Journal is reporting that Yahoo!, (Y), is seriously exploring a tax-efficient means of divesting its stakes in Yahoo Japan, (YJ), and Alibaba...
Sec. 355(a) provides that, under certain circumstances, a corporation may distribute stock and securities in a corporation it controls (within the meaning of Sec. 3...
Representative Dave Camp, R-MI., the Chairman of the House Ways and Means Committee, has floated a proposal to dramatically reform the manner in which U.S. corporat...
Parent, (P), owned all of the stock of Sub1, (S1), and the latter owned all of themembership interestsof Sub 3, (S3). S3 is a State A, non-profit, non-s...
A hearing is scheduled on October 26th in federal bankruptcy court regarding, among other things, certain tax disputes existing between Ambac Financial Group (AFG)&...
Energy Transfer Partners, L.P., (ETP), and AmeriGas Partners, L.P., (AG), have entered into a complex "Contribution and Redemption" Agreement, the purpose o...
UST (who we believe is NYSE Euronext) is a domestic corporation. UST's common stock is publicly-traded. As of Date C, the market capitalization of UST was approxima...
A transaction called for K Corporation, (K), to infuse unrelatedT-T Corporation, (T-T) with cash equal to a 50 percent equity position. At the same time, T-T'...
P is the common parent of an affiliated group of corporations that join in filing a consolidated income tax return. P seeks to carry back the "Year 2 consolida...
Kinder Morgan, Inc., (KMI), and El Paso Corporation, (EP), have announced a definitive agreement whereby KMI will acquire EP in a transaction that will create the f...
In 1998, the taxpayer, (W), an individual and the founding member of Summit Partners,entered into an agreement that undertook a transaction that the parties d...
JP Morgan Chase, JPM,reported third quarter earnings that included a familiar item from the days of the financial crisis. The bank reported "debit valuat...
P is a foreign corporation formed in Country. P owns X, a domestic corporation formed in State A. Y is a public corporation formed in State A. X is engaged in Busin...
Superior Energy Services, (SPN), has entered into a definitive merger agreement with Complete Production Services, (CPX), pursuant to which the former will acquire...
Sec. 6501(e)(1)(A) of the Internal Revenue Code provides that if a taxpayer omits from gross income an amount properly includible therein which is in exces...
Sen. Hagan (D-N.C.) and Sen. McCain (R-Az.) plan to introduce a bill that would provide for the tax-efficient repatriation of earnings accumulated outside of the U....
Oldco (O) will form Newco (H) and the latter will formSubsidiary (S). S will then merge with and into O. In the merger, the shareholders of O will receive sto...
In LTR 201029007, March 12, 2010, a corporation, (D), spun-off the stock of its controlled subsidiary, (C), to its shareholders. The distribution was ruled to be tax-...
Taxpayer (TP) intends to elect to be treated as a Real Estate Investment Corporation (REIT). TP will conduct its operations through a "downstream" partner...
Sec. 1(h)(1) of the Internal Revenue Code provides that a taxpayer's "net capital gain" for any taxable year will be subject to a maximum tax rate of 15 p...
An on-line company ("the deal site") solicits customers to purchase vouchers through its Web site. The deal site collects the purchase price of the vouche...
The estimable Professor Briloff and his daughter penned an article for October 3rd edition of Barron's in which they found fault with the manner in which t...
September 30, 2011 - Volume 5 Issue 188Print Report
In 1994, thepetitioner, (L), organized New York Medical, Inc., (NYM). Later, NYM, whose success was attributable to the efforts of L and its employees,e...
September 28, 2011 - Volume 5 Issue 187Print Report
The Ohio Constitution permits laws providing for bothexcise and franchise taxes except that no excise tax shall be levied or collected upon the sale...
Tronox, Inc., (T), which emerged from bankruptcy inearly 2011, recently announced a transformative transaction in which (i) it will acquire the mineral sands op...
The Form 10 for Post Holdings, Inc., (PHI), was filed last night and it fills in some of the crucialdetails surrounding the separation of PHI from Ralcorp Hol...
The Buckle, Inc., (BKE), has announced that its board of directors has authorized a $2.25/share special cash dividend to be paid to shareholders of record at the cl...
September 27, 2011 - Volume 5 Issue 186Print Report
Pursuant to an agreement, The Hays Corporation, (HC), transferred 5,800 shares of its previously authorized but unissued shares of voting common stock to the shareh...
Groupon Inc.'s S-1 (Registration Statement) discloses a restatement that is based on the realization, however belatedly, that its relationship with its suppliers is...
September 26, 2011 - Volume 5 Issue 185Print Report
Under Sec. 1058 of the Internal Revenue Code, when a taxpayer transfers securities under an agreement that meets certain requirements, no gain or loss shall be reco...
September 23, 2011 - Volume 5 Issue 184Print Report
D Corporation, (D), which is almost certainly Wendy's Inc., has a single class of voting common stock outstanding which is "widely-held and publicly-traded&quo...
Tyco International, (TI), a company organized under the laws of Switzerland, has announced its intention to undertake a spin-off in which TI will distribute to its...
September 22, 2011 - Volume 5 Issue 183Print Report
In Year 4, TP signed a purchase and sale agreement which provided that, on Date 2, it would sell its stock in various corporations to C1. TP received from C1&...
September 21, 2011 - Volume 5 Issue 182Print Report
Uniroyal, Inc. (U) and Imperial Chemical Industries (ICI) each owned 50 percent of the stock of R Corporation (R). On December 28, 1981,R organized R2 Corpora...
September 20, 2011 - Volume 5 Issue 181Print Report
C is a publicly-traded corporation and the sole general partner of Partnership, (PS). As of Date A, C owned an approximate combined "a%" general and limit...
September 19, 2011 - Volume 5 Issue 180Print Report
Sec. 61 of the Internal Revenue Code defines gross income as "all income from whatever source derived". Sec. 61(a)(1) provides that gross income includes...
FASB, in ASU 2011-08, Testing Goodwill for Impairment , September, 2011, has introduced a subjective test (for goodwill impairment) that will allow entities...
Motorola Mobility, Inc., (MMI), was spun-offby Motorola Solutions, Inc., (M), on January 4, 2011. The spin-off was intended to qualify for tax-free treatment...
September 13, 2011 - Volume 5 Issue 176Print Report
The taxpayer, (TP), was organized as a Massachusetts business trust. It was formedfor the purpose ofinvesting in municipal obligations the interest ...
September 12, 2011 - Volume 5 Issue 175Print Report
Kenneth L. Lay, (L), was chairman of the board of directors and chief executive officer, (CEO),of Enron, Inc., (E), from 1986 until 2001. In February, 2001, L...
September 9, 2011 - Volume 5 Issue 174Print Report
The Financial Accounting Standards Board, (FASB), has issued Accounting Standards Update, (ASU), No. 2011-06 (July, 2011), in which it provides guidanceon how...
September 8, 2011 - Volume 5 Issue 173Print Report
On July 13, 1967, WWB-Cal, a wholly-owned subsidiary of WWB-NY which operated an advertising agency, acquired all of the stock of HSI, which alsooperated an adv...
Toshiba Corporation, (TC), recently announced that the company will increase its ownership in Westinghouse Electric, (WE), by acquiring all shares (20 percent of th...
September 7, 2011 - Volume 5 Issue 172Print Report
In general, a six year limitations period (for assessing tax) is triggered when a taxpayer or partnership omits from gross income an amount properly includ...
September 6, 2011 - Volume 5 Issue 171Print Report
On July 8, 1957, CR was incorporated by four "principals", including Mr. M. On July 15, 1957, Mr. M, as nominee for CR, made a written offer to purchase a...
AIG is going to "monetize" its stake in International Lease Finance Corporation, (ILFC), by means of a public offering of the stock of a holding company,...
September 2, 2011 - Volume 5 Issue 170Print Report
The issue is whether the taxpayer, (AS), is entitled to the first-time homebuyer credit as provided in Sec. 36 of the Internal Revenue Code. AS was denied such cred...
September 1, 2011 - Volume 5 Issue 169Print Report
P was a profit-sharing plan, maintained by employer,which was qualified under Sec. 401(a) of the Internal Revenue Code. A credit facility was established with...
Cap Gemini, (CG), bought the information-technologyconsulting business of Ernst & Young, (EY), the international accounting and consulting firm,in 2...
Ach Corporation, (AC), hadoperated a dairy business in connection with the conduct of which substantial net operating losses (NOLs) were amassed. The stock of...
In 2004, Softbank Corporation (SC)announced that its U.S. subsidiary, SBA, had "financed" approximately $1.135 billion from Citibank, N.A. The loan,...
On June 30, 2011, Cablevision Systems Corporation, (CSC), completed the "leveraged" spin-off of AMC Networks, Inc., (AMC). Each of CSC's Class A and Class...
BP ProductsNorth America, Inc., (BP), a subsidiary of BP plc, was involved in exploration and production of oil and gas; transportation of its products throug...
Bank of America Corporation, (BAC),has announced that it reached an agreement to sell 50,000 shares of Cumulative Perpetual Preferred Stock, ("the Prefer...
On December 31, 1981, G Corporation, (G),transferred property to L Corporation, (L), valued at approximately $31.5 million in exchange for five percent of L's...
Approximately 10 years ago, Viacom, (P),had obtained a ruling from the I.R.S. regarding the tax consequences of a proposed split-off of Blockbuster. The rulin...
The acquisition of Motorola Mobility, Inc., (MMI), by Google, Inc., (GOOG), is a seminal transaction for any number of different reasons, including taxation. It is...
Q Corporation, (Q), was a C corporation. Effective with its 1986 tax year, Q made an election to be treated as an 'S' corporation. Its shareholders consented to suc...
An 'S' corporation is, with certain importantexceptions, not subject to income taxes. A C corporation is so subject with respect to its taxable income and its...
The acquisition by Google, Inc.,(G), of the stock of Motorola Mobility, Inc., (MMI), should provide the former with tax benefits that MMI might not have been...
Reg. Sec. 1.1001-1(a) provides that gain or loss is recognized upon an exchange of property for other property differing materially eitherin kind or in ex...
On or about April 25, 1997, the taxpayer, (JG), purchased an automotive service station, (AAC), located in Staten Island, N.Y. In 1993 or 1994, JG purchased the Old...
Motorola Mobility Holdings, Inc., (MMI), just 7 1/2 months after being spun-off by Motorola, (MO), has entered into an agreementpursuant towhich Google,...
Dot Foods, Inc. (DF) sells food products to food service companies in the state of Washington. DF contracts with its wholly-owned subsidiary, DTI, to solicit the sa...
The taxpayer, (P), organized the single-member LLC, (PLLC), on July 13, 2000. P transferred $4.25 million of cash and marketable securities to PLLC on September 15, 2...
What is the tax outcome when a shareholder of a corporation (T) donates all or a portion of his or her T stock to a charity and, as expected, the charity promptly c...
Ralcorp Holdings, Inc., (RAH), has announced its entry into a definitive agreement to acquire the North American private brand refrigerated dough business of Sara L...
P Corporation, (P), is a foreign corporation which isengaged in Business A. In the United States, P conducts Business A through "U.S. Branch", (USB)...
Motorola Mobility, Inc., (MM), was spun-off from Motorola Solutions, Inc., (MS), on January 4, 2011. The spin-off was tax-free to both MS and the distributee shareh...
Mr. Brams, (B), owned 100 percent of the stock of L Corporation, (L), and T Corporation, (T). He also owned 31.6 percent of the stock of C Corporation, (C). His son...
D Corporation, (D), is engaged in the active conduct ofBusiness A and Business B. Acquiring Corporation, (ACQ), is engaged in the active conduct of Business C...
PAETECH Holding Corp., (P), has entered into an agreement pursuant to which it will be acquired by Windstream Corp., (W). The shareholders of P will receive, in exc...
RG, Inc., (RG), was an 'S' corporation. RG redeemed the stock of Mr. E, a holder of 23 percent of RG's stock, for a price of $255,908. In addition, Mr. E entered in...
Martin A. Sullivan penned an interesting article in this week's edition of Tax Notes in which he analyzes Apple, Inc.'s accounting for income taxes and cri...
IC Y and Z are each licensed and registered as insurance companies. Moreover, IC Y is an "insurance company" for Federal income tax purposes, subject to t...
Hormel Foods Corporation, (H), has its principal place of business and commercial domicile in Minnesota. H is engaged in business bothwithin and without Wisco...
Over the past few days, we have fielded numerous questions from investors regarding the issue of whether Williams (WMB) has, because of the pending spin-off of its...
P Corporation, (P), owns all of the outstanding common and preferred stock of S Corporation, (S). The preferred stock is non-voting preferredstock. S conducts,...
The taxpayer, (T), is a domestic corporation which owns100 percentof the stock of each of three foreign corporations, FS1, FS2, and FS3. T's stock is bo...
TP, almost certainly American Tower Corporation, is a wireless and broadcast communication infrastructure company with over "a" communication sites, inclu...
Validus Holdings, Ltd., (V), has offered to acquire the stock of Transatlantic Holdings, Inc., (T) for a combination of stock and cash. This offer, it believes, is su...
Mr. A and his son, C, own all of the stock of each of X Corporation, X, and Y Corporation, Y. In 1985, X redeemed all of Mr. A's stock for cash. In order for the re...
On October 31, 1966, Mr. K, (K),entered into a reorganization agreement with A Corporation, (A),to convey all the stock of H Corporation (H), of which K...
In some instances,the labels attached to financial instruments do not govern their characterization for tax purposes. Thus, it is well-known that instruments pu...
Express Scripts, Inc. and Medco Health Solutions, Inc. have announced one of the largest business combinations of the year. The acquisition by Express of the stock...
It is our view that, because Ralcorp has publicly-announced its intention to spin-off Post and such spin-off is to be carried out for corporate business purposes ot...
Ecolab, Inc., (E), and Nalco Holding Co., (N), have announced a merger that is intended to qualify as a tax-free reorganization under Sec. 368(a)(1)(A) (by reason o...
In July, 1998, Koch Industries, Inc.,(K), and the state of New Mexico entered into a contract regarding the expansion of State Highway 44. The contract was di...
Senator Levin (D-MI) has made the tax treatment of employee stock options one of his pet projects. He has once again introduced a bill, "Ending Excessive Corpo...
Sec. 951(a) of the Internal Revenue Codeprovides that if a foreign corporation is a controlled foreign corporation, (CFC), for an uninterrupted period of 30 d...
Ralcorp Holdings, Inc., (R), hasannounced its intention to spin-off its Post Foods business to shareholders in a transaction expected to qualify as a tax-free...
Where a partnership transforms itself into a corporation for the purpose of facilitating a public offering of ownership interests, the newly-formed corporation, in...
P Corporation, (P), owns all of the stock of S Corporation, (S). P will exchange its shares of S common stock for new shares of S common stock. The number of shares...
Charter Communications, Inc., (CCI), emerged from bankruptcy on November 30, 2009 with an impressive array of tax attributes that will likely keep the company free...
Mr. Robert Bergbauer, (RB), an Ernst & Young, (EY), consulting partner, received in exchange for his CGE&Y membership interest (in connection with the sale...
In Year 1 through Year 2, the taxpayer, (TP), acquired approximately "H" customers through a series of acquisitions ("the acquired customer relations...
Shortly after its formation, First M&F Corporation, (FMF), purchased approximately87 percent of the stock of Merchants and Farmer's Bank, (MFB). Thus, in...
The taxpayer, (TP), was the sole owner of a three-bedroom home in California, ("the cabin"). On his tax return, TP claimed $20,258 of Schedule E expenses...
B Corporation, (B), a U.K. corporation, owns (through a single-member LLC) 100 percent of the stock of D Corporation, (D), a U.S. corporation. B has directly owned...
The taxpayer, (TP), a Ccorporation, was engaged in Business A. During Year 1 through Year 3, it was engaged in "business development". In this perio...
Bank of America, (BAC), announced that it has reached anagreement to "resolve nearly all of the legacy Countrywide-issued first lien residential mortgage...
RBC Bank (USA), (Bank), the company whose stock will soonbe acquired by PNC, is a wholly-owned subsidiary of RBC USA Holdco, (Seller), and the latter is a who...
Retief Goosen, (G), a citizen of South Africa, resided in the United Kingdom at the time he filed his petition. G is a professional golfer. G automatically obtained...
Schering-Plough, Inc., (SP), now known as Merck, Inc., in the early 1990s, owned two foreign subsidiaries, S and L,which conducted substantial business activiti...
Sears Holdings Corporation, (SHLD), has announced its intention to distribute to its shareholders its holdings in Orchard Supply Hardware Stores Corporation, (OS)....
The Taxpayer (TP) is a Real Estate Investment Trust (REIT) which acquires, develops, leases, and manages shopping centers. TP, in addition,is a partner in Com...
The taxpayer, ina case entitled Lelia G. Newhall Unitrust v. Commissioner , 105 F.3d 482 (9th Cir. 1997), is a charitable remainder unitrust (CRUT). O...
The Supreme Court was asked to decide whether Janus Capital Management, LLC, (JCM), a mutual fund investment adviser, can be held liable in a private action under S...
The PNC Financial Services Group, Inc., (PNC) announced an agreement to acquire from Royal Bank of Canada, (RY), RBC Bank (USA), the U.S. retail banking subsidiary...
Beginning in 1985, Franklin Savings Corporation, (FSC), and members of its affiliated group, including Franklin Savings Association, (FSA), and other subsidiaries,...
Jayco Corporation, (JC), an 'S' corporation organized under the laws of the state of Indiana, owns all of the stock of Jayco, Inc., (JI), Starcraft RV, Inc., (S), a...
The taxpayer, (TP), is a Real Estate Investment Trust, (REIT). Contractor, (C),is an independent construction services company that has provided various const...
Energy Transfer Equity, L.P., (ETE), and Southern Union Company, (SUG), have announced a definitive merger agreement pursuant to which ETE will be acquiring the sto...
W, a corporation, sued X, a corporation, for damages arising from X's alleged breach of contract with W to "sell it a computer system that would satisfy all of...
LTR 201123030, November 15, 2010, was issued to Cargill in connection with its split-off of Mosaic. The ruling depicts an exceedingly complex transaction that feature...
Where a taxpayer's indebtedness is discharged (or reduced) in the course of a "Title 11 case", the resulting cancellation of indebtedness (COD) income is...
The "merger of equals" of Transatlantic Holdings, Inc., (TH), and Allied World Assurance Company Holdings, AG, (AW), a corporation organized under the law...
Wendy's/Arby's Group, Inc., (WEN) has announced a definitive agreement for the sale of Arby's Restaurant Group, Inc., (ARG), to a buyer, ARGIH, a subsidiary of ARG...
Fund, (F), is a closed-end management company that qualifies as a regulated investment company (RIC) under Sec. 851 of the Internal Revenue Code. F's common shares...
On January 19, 2011, each holder of AIG's common stock (other than the Treasury Department) received from the company, with respect to each share of stock, 0.533933...
TP, a corporation, has elected to be treated as a Real Estate Investment Trust (REIT). TP owns stock of several foreign subsidiaries for whichtaxable REIT sub...
The term, Real Estate Investment Trust, (REIT), means a corporation, trust, or association...which is not closely held . See Sec. 856(a)(6). This is one of...
On October 31, 1990, Mr. Goolsby, (G), purchased the W property for $270,000. The W property is a single-family residence owned by G as an investment property.
Sec. 61(a)(12) of the Internal Revenue Code provides that income from discharge of indebtedness is includible in gross income. However, such income may be excludibl...
Recently, American Tower, Inc., (AMT) received a subpoena from the S.E.C. requesting certain documents from 2007 to the present "including, in particular, docu...
Sec. 4975(e)(7) of the Internal Revenue Codedefines an Employee Stock Ownership Plan (ESOP) as a defined contribution plan which is a stock bonus plan which i...
In 1942, the taxpayer, (G), received a distribution, in the amount of $800,000, from SGS, Inc., (SGS), a corporation in which he owned100 percentof the...
D Corporation, (D), owned all of the stock of each of T Corporation, (T), and C Corporation, (C). On or about October 28, 1981, T merged with and into S1 Corporatio...
Liberty Global, Inc., (LGI), is offering to exchange cash and shares of LGI's Series A and Series C common stock for LGI's 4 1/2 percent convertible subordinated no...
TP, a State corporation, is engaged in Business. It has common stock outstanding which is traded on "a major exchange". SH, a State corporation, owned app...
Taxpayer (TP), a C corporation, was formed by Company 1 and Company 2 ("the companies") to allow them to jointly develop and commercialize inventions. Eac...
Liberty Media, (LM), is in the process of effecting a split-off in which tracking stock ina new entity, known as "Splitco", will be distributed to t...
Fund, (F), is a closed-end management investment company registered under the Investment Company Act of 1940. F qualified as a "regulated investment company&qu...
Mr. A, (A), and his spouse, (B), will donate to a private foundation some of A's units in a closely-held limited liability company, (LLC). A owns "xx" LLC...
Sony will be reporting a net loss for the fiscal year ended March 31, 2011, it revealed recently, primarily because of a massive charge of approximately 360 billion...
Although net capital gains are generallytaxed at rates not exceeding 15 percent (at least through the end of 2012), a certain variety of capital gain income&nbs...
Liberty Media, (LM),is poised to effect a split-off in connection with which the stock of "Splitco" will be distributed to the holders of LCAPA, LCA...
In the 1990s, Wellpoint, Inc.'s predecessor (Anthem, Inc.)acquired three companies. After the acquisitions, the attorneys general of the three states of the a...
D Corporation, D, an 'S' corporation, is engaged in the active conduct of Business 1. D owns all of the stock of C Corporation, C, and C owns all of the stock of CS...
Joy Global, Inc., (JGI), and Rowan Companies, Inc., (RCI), have entered into an agreement pursuant to which JG will purchase the stock of RCI's manufacturing subsid...
The I.R.S., ever vigilant regarding schemes to repatriate foreign earnings tax-efficiently, has issued regulations which render ineffective a technique that had bee...
The Ervin brothers realized substantial capital gains from the sale of their cable TV business and sought losses to shelter those gains from taxation. They entered...
Open-air parking structures typically provide multi-level parking accessed by a ramp system. These structures typically have hydraulic elevators, internal stairwell...
H&Q Life Sciences Investors, a "closed end fund", is offering to purchase for cash up to 35 percent of its outstanding stock at a price equal to 98 pe...
The taxpayer, TP, an employee of an investment counseling firm for some15 years, was diagnosed with multiple sclerosis, MS, in 1996. In 2002, symptoms from th...
TP intends to qualify as a Real Estate Investment Trust, (REIT). TP's shares of common stock will not be listed on a securities exchange. Stockholders of TP will,&n...
Hertz Global Holdings, Inc., (HGH), has substantiallyincreased its offer to acquire Dollar Thrifty Automotive Group, Inc., (DTAG). Whether this latest offer w...
The taxpayer, (TP), is a Real Estate Investment Trust (REIT). TP owns more than "a%" of the outstanding units of LP1, a limited partnership. LP1, in turn,...
The Vainisis own a holding company, HC,that owns all of the stock of First Forest Park National Bank and Trust Company, FF. In 1997, HC became an 'S' co...
Oak Park, Inc., (OP), was organized on November 8, 1956 for the purpose of conducting a hospital business. A hospital business was actively conducted by OP, in Stoc...
On Date 1, X Corporation, (X), and one of its subsidiaries, (XS), commenced voluntary cases under Chapter 11 of the Bankruptcy Code. On Date 2, the debtors filed a pr...
Johnson & Johnson, (JNJ), has entered into a plan and agreement for the acquisition of Synthes, Inc., (SY). The majority of the consideration to be paid by JNJ...
On April 16, 1948, the taxpayer, (FB), transferred 500 shares of stock she owned in WP, Inc. to her mother-in-law who paid, with her own funds, $7,688 for the block...
Treasury Inflation-Protected Securities, (TIPS), are securities issued by the Department of the Treasury. The principal amount is adjusted for any inflation or defl...
P Corporation, (P), owns all of the stock of S1 Corporation, (S1). The latter owns, through a series of LLCs, the stock of S2 Corporation, (S2). S2, in turn, owns a...
The taxpayer, (KS), was the president and sole owner of SM, Inc., (SMI)., a corporation which had no stock outstanding which was readily tradable on an established...
Energy East Corporation, (EE), acquired CMPG, CMP's parent, on September 1, 2000. On July 1, 2002, EE acquired RG&E's parent, RGSEG. CMP and RG&E each survi...
Mr. I, (I), owned all of the stock of H Corporation, (H), and the latter owned all of the stock of S1 Corporation, (S1), and S2 Corporation, (S2). I, S1, and S2 eac...
Recently, the number of observers calling for the separation of Caremark from CVS--the companies were joined in a merger that was completed at the end of March, 200...
Corporation A, (A), is the sole member of "Entity B", (EB), a single-member Limited Liability Company, (LLC),that is disregarded (as an entity separ...
Current accounting guidance requires an entity to test goodwill for impairment on a least an annual basis. The first step of the impairment test compa...
D1 Corporation, (D1), owns all of the stock of D2 Corporation, (D2). The latter owns a portion of the Class A stock of Controlled Corporation, (C). C was formerly a...
On March 19, 2002, the taxpayer, Mr. Thompson (T), formed MA, LLC (LLC)under the laws of the State of Texas. T directly held a 99 percent interest inLLC...
NASDAQ OMX, (NDAQ), and Intercontinental Exchange, (ICE), have filed their merger proposal pursuant to which the companies seek to carve up the assets of NYSE Euron...
On Date 2, Corporation A, (CA), entered into a Sub-License Agreement with Corporation B, (CB), that provided CA with patents, know-how, and the rights to develop an...
Silgan Holdings, Inc., (S), has entered into a merger agreement pursuant to which it will acquire Graham Packaging Company, Inc., (G). The merger is structured as a...
D was an unincorporated division of C Corporation. In 1975, D acquired a license from unrelated T Corporation to sell, and later manufacture and sell, robots.
Ms. A, (MA), participated in Plan X, a qualified retirement plan, sponsored by her employer,Company 1, (C1). A left C1's employ and found a job with Company 2...
Onex Corporation (O) was formed in 1999 for the purposeof designing and selling integrated circuits. Its efforts yielded the "OMNI chip". The produc...
Level 3 Communications, Inc., (L), has reached an agreement to acquire Global Crossing, Ltd., (G), in what is advertised as "a tax-free stock for stock exchang...
Sec. 263(a)(1) of the Internal Revenue Code and Reg. Sec. 1.263(a)-2(a) of the Income Tax Regulations provide that no deduction shall be allowed for any amount paid...
A corporation, (X), has outstanding both common stock and convertible preferred stock. A distribution is made with respect to the common stock and, to prevent dilut...
G, an individual, was an officer of AU Corporation, (AU), which marketed food products. AU made an initial public offering of 14.5 million registered shares of comm...
Trawick Construction Company, Inc., (T), was a closely-held Florida 'S' corporation. However, for Georgia state income tax purposes, T was a 'C' corporation which p...
For at least the third time, Procter & Gamble Company, (PG), has chosen a tax-efficient method for disposing of a non-core business: the method is popularly&nbs...
Under the rules of the state of Virginia, any person rehabilitating an historic property can seek state approval and certification of the project. Once the property...
P Corporation, (P), owned all of the stock of Corporation A, (CA). The latter owned all of the stock of S Corporation, (S), a controlled foreign corporation. CA als...
In 1994, Mr. Todd Dagres, (TD), met with Mr. William Schrader, (WS), who had co-founded PSINet, (PN). Because TD "made a favorable impression on WS", the...
X Corporation, (X), made an election to be treated as an 'S' corporation, effective Date 1. Y Corporation, (Y), is wholly-owned by X. Y was formed in Year 1 and mad...
M Corporation, (M), sponsors Plan X, a defined contribution plan. Plan X is qualified under Sec. 401(a) of the Internal Revenue Code and its accompanyingtrust...
Corporation provided funding to Bank to finance loans to Borrowers. Borrowers used the proceeds of the loans to finance Assets, and the Assets secured Borrowers' ob...
Surprisingly, what has clearly become the most heavily debated (and litigated) taxation issue is whether a basis overstatement constitutes an "omission" f...
The Internal Revenue Code provides for numerous elections that taxpayers can voluntarily make with respect to the myriad of items that go into the calculation of on...
During 2005, the taxable year in issue, the taxpayer, (CA), an individual, owned shares of stock in Castle Village Owners Corporation, (CV), a cooperative housing c...
Corporation, (C), is a State A corporation the stock of which is owned by Shareholder 1, (SH1), Shareholder 2, (SH2), and minority shareholders, (M). SH1 owns "...
Citigroup, Inc., (C), announced a 1-for-10 "reverse" stock split, (RSS), of its common stock. The RSS will be effective after the close of trading on May...
The taxpayer (TP), a domestic corporation, elected to be an 'S' corporation effective Date 1. TP's seventh year since electing to be an 'S' corporation ended on Dat...
P Corporation (P) directlyowned all of the stock of T Corporation (T) and all of the stock of S Corporation (S). S, in turn, directlyowned all of the st...
Universal American Corporation, (UAM), has agreed to sell its Medicare Part D business to CVS Caremark, (CVS). In lieu of an outright sale (and distribution of the...
Where a "loss corporation" (a corporation with net operating loss (NOL) carryovers or with net unrealized built-in losses) experiences an ownership ch...
On March 28, 1991, Vitro International, Inc., (VI), a wholly-owned U.S. subsidiary of Vitro, S.A., (VSA), a Mexican corporation, issued senior notes, in order to fi...
The taxpayer, (P), is a financial adviser. He began his careerat D.A. Davidson, (D). He left D, where he was the firm's "top producer", to work at M...
Sanofi-Aventis, (SA), has offered some guidance on how to account, for tax purposes, for the CVRs it will issue in connection with its acquisition of the stock of Gen...
During 2001-2003, the taxpayer, (N), owned all of the stockin M Corporation, (M), an 'S' corporation. M incurred losses that were deducted by N on his income...
American International Group, Inc., (AIG), has joined the long list of "loss corporations" which have taken affirmative steps, specifically the adoption o...
Microsoft Corporation, (MSFT), is organized under the laws of the State of Washington. For California tax purposes, MSFT and all of its domestic and foreign subsidi...
On November 5, 1981, Home Savings of America, FSB, (HS), submitted a proposal to acquire Southern Federal S&L, (S), Hamiltonian Federal S&L, (H), and Securi...
New Jersey's Business Tax Reform Act, (BTRA), enacted July 2, 2002, made numerous amendments and supplements to the Corporation Business Tax Act, (CBTA). Those amen...
On October 31, 2001, CMS Enterprises Company (CMS) and Marathon E.G. Holding Limited (M) executed a stock purchase agreement (SPA)in which M bought all the st...
In most cases, a spin-off (or split-off) is preceded by a transfer of assets from the distributing corporation (T) to the corporation (C)whose stock and secur...
P Corporation, (P), is a savings and loan holding company. S, P's subsidiary, operated as a federally-chartered savings bank and previously was B, which was acqui...
Liberty Media, (LM), in its recently-filed Form 10-K, has disclosed a new tax benefit that should enable to avoid over $450 million in federal incometaxes it...
On Schedule A of her Federal income tax returns for the years 2005-2008, the taxpayer, (AH), claimed deductions for "unreimbursed business expenses" of $2...
X is a limited partnership the interests in which are either (i)traded on an established securities market or (ii)readily tradable on a secondary market...
The taxpayers, who had participated in a "Son of Boss" tax shelter, argue that an overstatement of basis does not constitute an omission from gross income...
P Corporation, (P), owned 100 percent of the stock of D Corporation, (D). D, in turn, owned all of the stock of C Corporation, (C). D will distribute its C stock to...
Foreign Parent, (FP), owned all of the stock of United States Parent, (USP), and the latter owned all of the stock of Distributing Corporation, (D). D, in turn, own...
Sanofi-aventis, (SNY), and Genzyme Corporation, (GENZ), at long last, announced a defintive agreement under which SNY will acquire the stock of GENZ for $74.00 per...
TP is a bank holding company. T is also a bank holding company and wholly-owns S, a bank. S is an accrual method taxpayer, does not use the "reserve method&quo...
Deutsche Boerse AG, (DBI), and NYSE Euronext, (NYX), announced that they have entered into a business combination agreement following the receipt of approval...
Lamtec Corporation, (LC), manufactures its products at its facility in New Jersey and has no permanent facilities, office, address, phone number, or employees in th...
Kindred Healthcare, Inc., (K), and RehabCare Group, Inc., (R), have announced the adoption of a merger agreement in which R will be merged with and into K. The merg...
The Redlarks (Rs) operated an unincorporated business. When the I.R.S. examined the Rs' Federal income tax returns, it determined that "extensive adjustments&q...
Sara Lee Corporation, (SLE), has terminated negotiations with respect to the sale of the company and has decided, instead, to pursue a restructuring plan the center...
The taxpayers argue that the six-year statute of limitations is inapplicable because HC's overstated basis did not constitute an omission from gross income. The tax...
In a "Son of Boss" transaction, an individual uses a short sale mechanism to artificially increase his basis in a partnership interest prior to selling th...
Retail Ventures, Inc., (RVI), isa holding company whose principal asset is a 62 percent stake in DSW, Inc., (DSW). RVI's largest shareholder is Schottenstei...
The petitioners, Mr. and Mrs. Barker, were Connecticut domiciliaries during the years in issue. Mr. Barker was an investment manager for Neuberger Berman in New Yor...
Trust, (T),entered into three "variable forward contracts" with Bank, (B), with respect to shares of common stock owned by T. Upon executing the for...
Ensco plc, (ESV), and Pride International, Inc., (PDE), have announced the signing ofa merger agreement pursuant to which the latter will become an indirect,...
FSI Corporation, (FSI), owned, directly and indirectly, 100 percent of the stock of Holdings III Corporation, (HIII), Holdings II Corporation, (HII), Allied Corpora...
B Corporation, (B), a health insurance entity which wasformerly exempt from taxes, became a taxable entity on January 1, 1987. In that regard, B became subjec...
Newmont Mining Corporation, (NEM), and Frontier Gold Gold, Inc., a Canadian corporation, (FRG), have entered into an agreement pursuant to which NEM will acquire al...
D Corporation, (D), a C corporation,was engaged in the active conduct of each of Business A and Business B. 50 percent of D's single class ofstock was o...
Alpha Natural Resources, Inc., (ANR), has reached an agreement with Massey Energy Company, (MEE), with respect to the acquisition by the former of all of the latter...
Recently, severalnotable spin-off transactions have been announced by companies as diverse as Fortune Brands, Sara Lee, and IT&T. Questions have arisen re...
X is a securities broker-dealer and investment adviser. X offers IRAs and Roth IRAs to its clients. X was approved as a "non-bank custodian for IRAs.
<...
T Corporation, (T), is a foreign corporation. Its stock is owned by X Corporation, (X), and Y Corporation, (Y), each of which is a foreign corporation. The stock of...
Smurfit Stone Container Corp., (SSC), only recently emerged from bankruptcy, has agreed to be acquired by Rock-Tenn Co., (RT), in a transaction which will be struct...
Illinois, in addition to imposing substantial increases in its personal and corporateincome tax rates, is also taking steps to require that out-of-state retai...
A distribution by a corporation in redemption of its stock will qualify, under Sec. 302(a), as a distribution "in part in full payment in exchange for the stoc...
General Electric, (GE), has consistently enjoyed a rather low effective tax rate. By the company's own admission, this phenomenon can be traced to the fact that a s...
Mr. Daniel L. Gordon (G) was hired, in 1998, by Merrill Lynch (ML), to start an energy trading division called GEM. In 2000, G became president of GEM....
An issue that reached the Supreme Court is whether doctors who serve as medical residents are properly viewed as students whose service Congress hase...
The "issue price" of a debt instrument is determined under Sec. 1273(b) or Sec. 1274 of the Internal Revenue Code. The issue price has important tax conse...
Cargill, (CG),a privately-held corporation, owns 64 percent of the stock of Mosaic Company, (MOS). CG, in order to assuage its shareholders' desire for liquid...
To qualify as a Real Estate Investment Trust (REIT), and thussecure the ability to deduct from taxable income dividends paid to shareholders, at least 95 perc...
On July 31, 1971, in accordance with an agreement and plan of reorganization with M Corporation, (M), and the shareholders of M, L Corporation, (L), acquired all of...
P Corporation, (P), is the common parent of a consolidated group engaged in Business A. On Date 1, P and Entity X, a disregarded entity of Sub Y, filed for bankruptcy...
AT&T, (T), following the lead of Honeywell, has announced a dramatic change in the manner in which it will account for certain aspects of its pension and post-r...
In Month 1, the taxpayer, (PS), a domestic partnership, entered into an agreement to sell its business and certain assets ("the acquired assets") to B. Th...
It is extremely unusual for the I.R.S. to actually issue an adverse ruling to a taxpayer who requested a private letter ruling regarding the tax consequences of a p...
T Corporation (T) issued, at face value, $X million of "a%" convertible debentures. At the option of the holder, each $Y of debt principal was convertible...
On December 1, 2005, AI took out a $103,500 loan for the purchase of property in Springfield, Massachusetts, secured by a mortgage to the lender, RM. Several days l...
American International Group, Inc., (AIG), announced that its Board of Directors has conditionally declared a distribution of approximately 75 million warrants to p...
CLEO, a wholly-owned subsidiary of Clark Equipment Company (CE), issued $15 million principal amount of debentures on March 1, 1966. The debentures, known as "...
Programs that make stock of foreign issuers available in domestic markets are known as "ADR programs". In an ADR program, an issuer's stock is placed with...
In order tospur capital spending, the tax code has, for the past several years, allowed for enhanced depreciation deductions with respect to certain property, b...
In KFC Corporation v. Iowa Department of Revenue , No. 09-1032 (Sup. Ct. IA 2010), the Iowa Supreme Court was called upon to decide whether the State of Iow...
Bank of America, (BAC),announced that it has reached an agreement with each of Freddie Mac and Fannie Mae with respect to repurchase claims involving resident...
The taxpayers own a controlling interest in a number of "pass-through" entities that eachown and operate rental properties. In particular, the taxpa...
Rovi Corporation, (R), has entered into a plan and agreement with Sonic Solutions, (SS), pursuant to which the former will acquire the latter in exchangefor a...
Massachusetts law imposes a corporate excise tax on bothforeign and domestic corporations which areengaged in business in the Commonwealth. In addition,...
December 31, 2010 - Volume 4 Issue 254Print Report
A trading practice governing failed deliveries of Treasury securities was published in 2008 by the Trading Market Practices Group (TMPG) and the Securities Industry...
December 30, 2010 - Volume 4 Issue 253Print Report
On September 16, 1992, 21st Securities, acting on behalf of Compaq Computer, (CC), purchased 10 million Royal Dutch Shell ADRs from the "designated seller"...
December 29, 2010 - Volume 4 Issue 252Print Report
F Corporation (F) is a State A corporation registered as a business development company (BDC)under the Investment Company Act of 1940. F is a regulated invest...
December 28, 2010 - Volume 4 Issue 251Print Report
The taxpayer (TP) is a partnership which owns interests in several Limited Liability Companies (LLCs) each of which is treated as a "disregarded entity" f...
December 27, 2010 - Volume 4 Issue 250Print Report
The Form F-4 filed by Alcon, Inc., (AL),in connection with its merger with and into Novartis A.G., (NOV), discusses the tax consequences of the transaction, inc...
December 23, 2010 - Volume 4 Issue 249Print Report
The petitioners, in Rice v. Commissioner , T.C. Memo. 2009-142, lived and worked in Texas where they have a business that designs and administers 401(k) pla...
Bank of Montreal, BMO, has agreed to acquire the properties of Marshall & Ilsley Corp., MI, in a transaction that the parties intend will qualify, for U.S. tax...
December 22, 2010 - Volume 4 Issue 248Print Report
The notorious "son-of-boss" tax shelter has been given a uniformlyrude reception by the courts that have considered its efficacy. In the latest taxp...
Certain recentActs of Congress, overhauling the nation's health care system, among other things,impose an annual fee on the pharmaceutical manufacturing...
December 20, 2010 - Volume 4 Issue 246Print Report
Mr. C (C), owned 41 percent of the stock of PL Corporation (PL) and Mr. J (J) owned 36 percent thereof. Upon the creation of PL, C had owned 51 percent of its stock...
Novartis AG, (N), owns approximately 77 percent of the stock of Alcon, Inc., (AL). Apparently, N acquired its stake in AL in two tranches: 25 percent of such stock wa...
December 16, 2010 - Volume 4 Issue 244Print Report
The "Plan" in question is an unfunded contractual agreement between the petitioner and his former employer under which the petitioner provided services to...
December 15, 2010 - Volume 4 Issue 243Print Report
Corporation A (A) owns all of the stock of U.S. Subsidiary (US). US recently acquired, for cash, all of the stock of Target Corporation (T), adomestic corpora...
December 14, 2010 - Volume 4 Issue 242Print Report
When a corporation completelyliquidates, and distributes its assets (subject to its liabilities)to its shareholders in complete cancellation and redempt...
Tenet Healthcare Corporation, THC, received a proposal from Community Health Systems, Inc., CYH, to acquire all of THC's stock for $6.00 per share. The purchase pri...
December 13, 2010 - Volume 4 Issue 241Print Report
Where a "loss corporation" experiences an ownership change, within the meaning of Sec. 382(g) of the Internal Revenue Code, the amount of taxable income f...
December 10, 2010 - Volume 4 Issue 240Print Report
Fortune Brands, Inc., (FO), has announced that its Board of Directors has approved a planpursuant towhich its three consumer businesses--distilled spiri...
P Corporation (P) owned 100 percent of the stock of T Corporation (T). T is a software development corporation. T had developed a proprietary software technology ca...
In order for an acquisitive transaction to qualify as a reorganization, it must satisfy the continuity of interest requirement. This is true, moreover, even when the...
AGL Resources, Inc., (AGL), and Nicor, Inc., (N), have announced a merger whichwill, the agreement reveals,be structured with the intention of qualifyin...
Mr. A (A) owns 100 percent of the stock of each of W Corporation (W) and X Corporation (X). A is the debtor on three notes: Y Corporation (Y) holds two of the notes...
Sycamore Networks, Inc., (SCMR), has announced a substantial special dividend the timing of which suggests a keen awareness that the concept of qualified divide...
In a case entitled Neil v. Zell et al , _F.Supp.2d_ (N.D. Ill. 2010), the transaction at issue is the Tribune Corporation's ESOP's purchase from Tribune (TR...
Liberty Media Corporation, LM, announced that it has exchanged its entire equity stake in IAC for a combination of operating assets and cash "in a transaction...
Sec. 179(a) of the Internal Revenue Code provides that a taxpayer may elect to treat the cost of "Sec. 179 property", for the taxable year in whichs...
Partnership interests were marketed to investors who were interested in (i) rehabilitating historic structures in Virginia and (ii) earning State rehabilitation tax...
On May 30, 1986, Mrs. McGowen (M) purchased a single-premium variable life insurance policy, on her own life, for $500,000. The death benefits with respect to the p...
November 30, 2010 - Volume 4 Issue 232Print Report
We have found, through the years, that one of the most elusive concepts contained in the Internal Revenue Code is the notion of "research". Nevertheless,...
Scotiabank, (S), has agreed to acquire the stock in Dundee Wealth, Inc., (DWI), which it does not already own. S currently owns 18 percent of the stock of DWI; Dund...
Loral Space & Communications, Inc., (LOR), owns 64 percent, by value,of the stock of Telesat Holdco, (TH). Such stock represents only 33 1/3 percent of th...
November 29, 2010 - Volume 4 Issue 231Print Report
An "antique" wash sale case produced an exceedingly taxpayer friendly result and the question has recentlyarisen whether the decision can still be r...
November 26, 2010 - Volume 4 Issue 230Print Report
The rules for calculating the all-important and closelyfollowed earnings per share (EPS) figuresare found in Statement of Financial Accounting Standards...
November 24, 2010 - Volume 4 Issue 229Print Report
A so-called"basis bump" transaction was designed to provide a U.S. taxpayer with a stepped-up basis in assets (a basis in excess of the value of suc...
November 23, 2010 - Volume 4 Issue 228Print Report
Washington Mutual, Inc., (WMI) is poised to emerge from bankruptcy. Will it emerge with taxattributes that will enable it to shelter income it hopes to earn i...
Limited Brands, Inc., (LTD), has joined the growingparade of companies who are remitting special dividends in advance of next year's scheduled increase in tax...
Cablevision Systems Corporation, CVC, recently announced its intention to pursue a "leveraged spin-off" of its Rainbow Holdings LLC business to its shareh...
Omnicare, Inc., (O), is offering to purchase up to $525 million in aggregate principal amount of its 3.25% convertible subordinated debentures, due 2035. The amount...
November 22, 2010 - Volume 4 Issue 227Print Report
On October 1, 1974, Mr. Maxwell J.Estroff (E) sold 7,486 shares of FR stock, over-the-counter, to Mr. Fink (F), his "close personal friend and business a...
November 19, 2010 - Volume 4 Issue 226Print Report
When the Fossetts (F) bought a car in 2001, they entered into a "purchase money security agreement" which was eventuallyassigned to Amtrust Bank (AB...
Honeywell, Inc., (HON), announced that it is changing its policy for recognizing pension expense from its current accounting that amortizes deferred gains and losses...
November 18, 2010 - Volume 4 Issue 225Print Report
In January of Year 1, the taxpayer, (TP), directed its broker to borrow 100 shares of XYZ Corporation (XYZ) stock and sell the shares in the market. Thus, TP execut...
Tanger Factory Outlet Centers, Inc., (SKT), recently announced that it will call for redemption all of its Class C Preferred Shares. The redemption date is set for...
November 17, 2010 - Volume 4 Issue 224Print Report
A professionalsports club (C) employs "Player" (P). In Year T, P was transferred to C. Prior to that, P had been employed by A. P had entered into a...
November 15, 2010 - Volume 4 Issue 222Print Report
Mr. A entered into an agreement to purchase the assets of CC Corporation (CC). Mr. A assigned the purchase rights to a corporation (WCM) of which he was the sole sh...
The National Commission on Fiscal Responsibility and Recovery has come up with some provocative recommendations for reforming the U.S. tax code. One of the alternat...
November 11, 2010 - Volume 4 Issue 220Print Report
D Corporation, (D), is a publicly-traded corporation that conducts a pharmaceutical business. C Corporation, (C), a wholly-owned subsidiary of D, conducts a cosmeti...
Ambac Financial Group, Inc., (ABK), has filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. The company will continue to operate its busi...
November 10, 2010 - Volume 4 Issue 219Print Report
Sec. 1042(a) of the Internal Revenue Code provides that if a taxpayer elects the "application of this section" with respect to any sale of qualified s...
Chevron Corporation, (CVX), and Atlas Energy, Inc., (ATLS), announced today that CVX would acquire ATLS for cash of $3.2 billion and the assumption of net debt in t...
In what is becoming a very pleasant annual ritual, Wynn Resorts, Ltd., (WYNN), recently announced a "special distribution" amounting, this time, to some $...
X is a publicly-tradedpartnership formed to invest in fixed income assets held by structured finance entities which are commonly known as "CDO" issu...
In a recently-decided court case, the issue was the constitutionality of a recent amendment to the New York Tax Law intended to force on-line retailers to collect a...
Sec. 305(a) of the Internal Revenue Codeprovides that gross income does not include distributions of stock of the distributing corporation with respect to tha...
Sec. 421(a) of the Internal Revenue Code provides that if a share of stock is transferred to an individual in a transfer "in respect of which the requirements...
The shareholders of an 'S' corporation are permitted to record their pro-ratashares of the corporation's losses on their personal income tax returns and, in t...
M&T Bank Corporation, (MTB), has entered into a definitive agreement to acquire the stock of Wilmington Trust Corporation, (WL). The acquisition will be effecte...
On August 12, 2005, the taxpayer (TP) purchased a Ford F-350 pickup truck for $40,210.65. On October 28, 2005, TP attended a gathering at a friend's home. After ret...
Weyerhaeuser Company, (WY), recentlyreported third quarter earnings of $1.116 billion. However, substantially all of those earnings can be traced to an "...
The taxpayers (TP) were partners in an agricultural partnership that generated large "farming" expense deductions for its partners. After an audit and in...
The Goldman Sachs Group, Inc., (GS), recently issued senior notes that, while callable beginning five years after issuance, have a maturity date that is some5...
In 1995, Mr. K incorporated his consulting business as a C corporation, KCG. K did not have an employment agreement with KCG nor did he have a non-competit...
In or before 2000, the petitioner, MSI, issued 5,197,176 shares of Series A preferred stock and 231,389 shares of Series B preferred stock to "the Series A inv...
The taxpayer (TP) is organized as an umbrella partnership REIT(an UPREIT) which conducts its operations through a subsidiary operating partnership, OP....
The Progressive Corporation, (PGR), pays annual dividends to its shareholders the amount of which is directly tied to the corporation's performance. The dividend is...
A Real Estate Investment Trust (REIT) owned "a%" of a limited partnership (LP). Unrelated parties owned the remaining interests therein.LP, in turn,...
During calendar year 2009, the taxpayer, TP, owned all of the stock of S Corporation, S, a pulp mill located in the United States that uses the "semi-chemical&...
The taxpayer (TP)is a regulated electric utility. TP's subsidiary, SA, is taking steps to obtain approvals that would permit the construction andoperati...
In June, 1946, T Corporation (T) acquired substantially all of the assets of PG Corporation (PG). 4,920 shares of T's voting common stock were issued to PG in excha...
The taxpayer (S-C) earned a bachelor of science degree in nursing (BSN) from New York University in 1984. She became a registered nurse (RN)and for the next 2...
St. Jude Medical, STJ, and AGA Medical Holdings, AGAM, have announced an agreement pursuant to which STJ will acquirethe stock of AGAM. The consideration to b...
On May 24, 2010, Sun Healthcare Group, Inc.,(SH), announced its intention to restructure its business bydividing its real estate assets and its operatin...
The House of Representatives recently passed a bill, "The Regulated Investment Company Modernization Act of 2010", H.R. 4337, which is strongly supported...
On Date 1, Seller, (S), filed bankruptcy petitions under Chapter 11 of the Bankruptcy Code. On Date 2, Taxpayer, (TP), filed with the court an "asset purchase...
Well-publicized problems haveoccurred with respect to certain imported drywallinstalled in homes between 2001 and 2008. Homeowners have reported blacken...
It is entirely possible that the concept of qualified dividend income (QDI) will expire at the close of the year. Under current law, QDI is analogized to c...
Spirit Airlines, Inc., SA, is an "ultra low-cost, low-fare, airline" based in Fort Lauderdale, Florida. It is presently owned by Oaktree and Indigo Partne...
AF Corporation (AF) is a regulated investment company (RIC) as is TF Corporation (TF). AF invests primarily in common stocks and other equity securities of "Y&...
Coca-Cola Enterprises, OldCCE, has completed its restructuring. The transaction involved a distribution of the stock of New CCE (the assets of which are compr...
The Chinese government owned all of the stock of GITIC Corporation (GITIC) and GITIC owned all of the stock of GXE Corporation (GXE) and owned50 percent of th...
Cancellation of indebtedness income ("COD income") is ordinarily included in gross income. See Sec. 61(a)(12). However, if the COD income is realized in c...
On January 16, 2009, the I.R.S. concluded that a taxpayer (TP), a corporation, may not take a deduction, under Sec. 162, for compensation paid to an employee (E) be...
American International Group, Inc., AIG, announced a comprehensive recapitalization plan today the principal features of which, from our point of view, are--...
September 30, 2010 - Volume 4 Issue 190Print Report
For at least five years prior to October 15, 1955, Boiler Corporation (B) had been actively engaged in (i) the boiler business, (ii) the fabrication business, and (...
It is unusual for a shareholder of a target corporation who receives solely "paper" (stock and securities) of the acquiring corporation to be taxed on the...
Southwest Airlines, LUV, has announced its intention to acquire the properties ofAirTran Holdings, Inc., AAI, the parent of AirTran Airways, in a two-step tra...
September 28, 2010 - Volume 4 Issue 188Print Report
B was a closely-held corporation activelyengaged in the business of selling and servicing automobiles under a franchise granted by General Motors Corporation...
September 27, 2010 - Volume 4 Issue 187Print Report
X Corporation (X) manufactured Product A from 1996 through 2004 and manufactured Product B from 2005 through 2008. Product B is the "next generation" of P...
Certain corporations with audited financial statements must file Schedule UTP (Uncertain Tax Positions) beginning with the 2010 tax year. In Announcement 2010-75, t...
September 24, 2010 - Volume 4 Issue 186Print Report
The taxpayer (TP) is a family limited partnership. The original assets of TP were shares of stock in A Corporation (A). Later, B Corporation (B), a publicly-held co...
September 23, 2010 - Volume 4 Issue 185Print Report
Reg. Sec. 1.61-9(c) provides that "...when stock is sold after the declaration of a dividend, and after the date as of which the seller becomes entitled to the...
September 22, 2010 - Volume 4 Issue 184Print Report
One of the most litigated areas of the tax law is thequestion of whether a financial instrument, particularly one issued by a closely-held corporation, is ind...
Royal Dutch Shell plc, RDS, has announced the introduction of a "Scrip Dividend Program". A scrip dividend program is a program that allows shareholders t...
September 21, 2010 - Volume 4 Issue 183Print Report
Mr. Langley (L) owned all of the stock of Bishop Group, Inc. (BG). L sought to sell his stock in BG. The most likely acquirer, Midcoast (M), preferred to purchase B...
Cardinal Health, CH, on August 31, 2009, distributed to its shareholders 81 percent of the stock of CareFusion, CF, the entity CH formed to conduct its clinical and...
September 20, 2010 - Volume 4 Issue 182Print Report
Mr. Wetzler (W) began working at the Illinois C.P.A. Society in 1984 and participated in theSociety's Retirement Income Plan (the Plan)throughout his em...
September 17, 2010 - Volume 4 Issue 181Print Report
The taxpayer (TP) is a Real Estate Investment Trust (REIT). Through its interest in a limited partnership (LP), TP owns a portfolio of rental real estate.
<...
September 16, 2010 - Volume 4 Issue 180Print Report
One of the most enduring, and intractable, tax disputes is the status of a financial instrument as debt or equity. In most cases, it is preferable that the instrume...
September 15, 2010 - Volume 4 Issue 179Print Report
The state of Florida's "homestead tax exemption" enables taxpayers who maintain a permanent residence in Florida to substantially reduce their property ta...
Sec. 1409 of the Health Care and Education Reconciliation Act of 2010, Public Law No. 111-152, among many other things, added Sec. 7701(o) to the Internal Revenue C...
September 14, 2010 - Volume 4 Issue 178Print Report
AmerGen Energy Co., LLC, (AG), purchased three nuclear power plants and took over their operation in 1998-1999. A dispute arose with the I.R.S. Such dispute concern...
September 13, 2010 - Volume 4 Issue 177Print Report
One of the principalbenefits of structuring a deal as an acquisition of assets, rather than stock, is that the purchaser only assumes those liabilities of the...
September 10, 2010 - Volume 4 Issue 176Print Report
P Corporation, (P), owned all of the stock of DSub1, (D1), and the latter owned all of the stock of FSub1, (F1). P also owned all of the stock of FSub4, (F4), FSub5...
September 9, 2010 - Volume 4 Issue 175Print Report
A member of a consolidated tax return group realized income from the discharge of indebtedness (COD). Sec. 61(a)(12) requires a taxpayer to include in gross income an...
Since 1973, 80.1 percent of the stock of Wesco Financial Corporation, WSC, has been owned by BCS, a wholly-owned subsidiary of Berkshire Hathaway, Inc., BRK. WSC is...
September 8, 2010 - Volume 4 Issue 174Print Report
A group of corporations ("the corporations") were created under the laws of Nevada or Delaware. The corporations manage investments in various legal entit...
September 7, 2010 - Volume 4 Issue 173Print Report
Upon the death of Mother, a valuable parcel of "Farmland" (F) was transferred to her three children, T, B, and C, in equal shares as "tenants in comm...
September 3, 2010 - Volume 4 Issue 172Print Report
Pall Corporation (P) sells blood and drug filters to medical and biopharmaceutical markets worldwidethrough various subsidiaries. A lawsuit wasinstitute...
September 1, 2010 - Volume 4 Issue 170Print Report
On January 1, 2009, X is organized in "State" as an unincorporated entity that is classified as a partnership. X elects, under Reg. Sec. 301.7701-3(c)(1)(...
Pursuant to Sec. 51 of the Internal Revenue Code, employers are entitled to tax credits if certain conditions are fufilled regarding their hiring of specified categ...
Coca-Cola Enterprises, CCE,is in the final stages of effecting a split-off in which its shareholders, other than Coca-Cola, KO, will receive, in exchange for&...
On April 25, 1994, MORI, Inc., a wholly-owned subsidiary of Marriott International (MI), established a short position in five-year Treasury securities with a face a...
The Financial Accounting Standards Board, FASB, has issued an Exposure Draft addressing the manner in which certain fees, newly levied on pharmaceutical manufacture...
TP Corporation, (TP), owns all of the stock of Sub 1 and Sub 2. TP is a holding company which does not directly engage in the conduct of a trade or business....
In Murfam Farms LLC v. United States , _F.3d_ (Fed. Cl. 2010), the issue was whethercertain users of the well-known tax shelter, known as COBRA, were...
The Financial Accounting Standards Board, FASB, and the International Accounting Standards Board, IASB, have jointlyissued an exposure draft (ED)that, i...
In the largest bank merger since the onset of the financial crisis, First Niagra Financial Group, Inc., (FNFG), will acquire New Alliance Bankshares, Inc., (NAL), i...
In Russell Hoff et al. v. Popular, Inc. et al. , _F.Supp.2d_ (DC P.R. 2010), the plaintiffs, in this class suit, purchased or acquiredPopular, Inc.,&n...
General Motors Corporation, (GM), has announced an IPO in connection with which the Treasury Department, (TD),will be selling an undisclosed portion of its ap...
The tax law allows taxpayers to deduct interest on two categories of indebtedness secured by their residences. The first category is acquisition indebtedness
Bank of America, BAC, in connection with its acquisition of Merrill Lynch, acquired a substantial position in BlackRock, BLK, which, according to press reports, it...
During each of its taxable years ended October 31, 1997 through October 31, 2001, Deere & Co. (D) received income from operations conducted through unincorporat...
A U.S. taxpayer is allowed to claim a credit against its U.S. tax liability for the foreign income taxes that it pays. Notably, a domestic corporation that owns, di...
The stock of B Corporation (B) was owned by mother (249 shares); son (149 shares); daughter1 (51 shares); and daughter2 (51 shares). B redeemed the mother's shares...
Sec. 108(i) of the Internal Revenue Code was enacted as part of the American Recovery and Reinvestment Tax Act of 2009, Public Law 111-5, the so-called "stimul...
WEBMD Health Corporation, (WBMD), is offering to purchase three million of its common shares, representing approximately 5.1 percent of its outstanding stock, at a...
P Corporation, (P), launches a tender offer for the stock of T Corporation, (T). P successfully acquires, for cash, 91 percent of T's stock. The remaining nine perc...
P Corporation (P) owned all of the stock of Sub1 (S1)and Former Sub (FS). During Month 1 of Year 2, P's equity interest in FS was cancelled after FS emerged f...
One of the more popular techniques for divesting assets on a tax-deferred basis has been the so-called"leveraged partnership". In fact, Tribune Corpor...
P1 Corporation, (P1), owned all of the stock of each ofSub1, Sub2, and Sub3. The corporations joined in the filing of a consolidated income tax return....
Cerberus APB Investor, LLC, (CA), which we assume is treated as a partnership for tax purposes, is an affiliate of Cerberus, LP, (CL). CA owns 55.39 percent of the...
M Corporation, (M), owned all of the stock of L Corporation, (L). Mr. S owned 42 percent of the stock of M; the public owned 35 percent of such stock; and B Corpora...
A foreign person is taxable on its taxable income which is "effectively connected" with the conduct of its trade or business within the U.S. For non-effec...
Mr. Caruth (C) owned 75 percent of the Class A voting common stock of NP Corp. (NP). He also owned 75 percent of NP's Class B non-voting common stock and 100 percen...
Warner Chilcott plc, (WCRX), intends to incur some $2.25 billion in new indebtedness, both senior secured and unsecured indebtedness, for the express purpose of fun...
On February 15, 2004, Mr. Woody (W) started investigating the real estate market so he could acquire real estate "for investment or rental". As the year u...
Avis Budget Group, Inc., (ABG), is attempting to derail the merger agreement involving Hertz Global Holdings, Inc., (H), and Dollar Thrifty Automotive Group, Inc.,...
On February 1, 2010, X, an individual, acquired a qualified equity investment, (QEI), in a qualified community development entity, (CDE). A "new markets tax cr...
M.D.C. Holdings, Inc. (MDC) was engaged, in Arizona and elsewhere, in the construction, sale, and financing of housing. HomeAmerican Mortgage Company, (HA), a wholl...
On July 26, 1993, General Electric Capital Corporation, (GECC), a subsidiary of General Electric Company, (GE), through three wholly-ownedsubsidiaries, TIFD I...
Employers gainedneeded time to fund their defined benefit (pension) plans with the recent enactment of H.R. 3962, "The Preservation of Access to Care for...
Mr. Philip Anschutz, (PA), owned all of the stock of Anschutz Corporation, (AC). AC elected, effective August 1, 1999, to be an 'S' corporation. AC owned all of the...
With tax rates imposed on dividend incomepoised to increase from today's level of 15 percent to as high as 39.6 percent,attention should shift to compan...
Relief from international double taxation is generally accomplished by means ofthe foreign tax credit rules. Thus, in general, a U.S. taxpayer may offs...
The ex-dividend date with respect to Weyerhaeuser's special dividend has been set for today, July 20. The record date for such special dividend is July 22. (Despite...
On December 14, 1984, Mr. G purchased the "SR property" for $150,000. The SR property included an 880 square-foot two-story building with a study on the s...
Personal Selling Power, Inc. (PSP) is incorporated in Virginia. PSP publishes a magazine entitled Selling Power ; issues a monthly audio magazinenamed...
The Final Judgment to which Goldman, Sachs & Co., (GS), and the S.E.C. are parties orders GS to pay (i) "disgorgement" in the amount of $15 million an...
On August 9, 2001, the taxpayer, (C), instructed First Union Securities to transfer 990 shares of IBM stock to Morgan Keegan and to credit Derivium's account accord...
WY has provided some additional information on the tax consequences of its record-breaking special dividend, and other topics, that bears mentioning.
&...
In many instances, residents of one state or other jurisdiction are taxed on income earned in states or other jurisdictionswith respect towhich they are...
Celgene Corporation, (C), and Abraxis BioScience, Inc., (AB), recentlyannounced a merger agreement in connection withwhich a newly-created and wholly-owne...
Aon Corporation, (AC), and Hewitt Associates, Inc., (HA), have announced their intention to effect a merger. It is intended, and in fact is a condition to closing,...
The I.R.S. had alreadyconcluded, in CCA 200941011, June 3, 2009,that black liquor, (BL), is a liquid fuel derived from biomass and is therefore eligible f...
The board of directors of Weyerhaeuser, (WY), has declared a special dividend in the amount of $5.6 billion . This dividend includes the regular quarterly dividen...
The purpose of the Blistex Bracken Limited Partnership (BBLP) is to acquire, own, manage, and maintain certain trademarks, including the well-known* BLISTE...
On January 18, 2000, Fresenius Medical Care Holdings, Inc., (FR), and the United States signed a "Global Agreement" resolving a series of suits against FR...
C Corporation, (C), owned all of the stock of Sub1 Corporation, (S1), and FSub Corporation, (FS), a foreign corporation. C also owned all of the interests in LLC1 w...
Fidelity National Information Services, Inc., (FIS), is offering to purchase for cash up to 86,206,896 of its common stock pursuant to tenders at prices specified b...
An individual, (B), applied for a patent. His application sought patent protection for a claimed invention that explains how buyers and sellers of commodities, in t...
A case decided by the Delaware Court of Chancery, Selectica, Inc. v. Versata Enterprises, Inc. , C.A. No. 4241-VCN (Ct. Chan. DE 2010) was, in the court's o...
Scholastic Book Clubs, Inc. (SBC) is a wholly-owned subsidiary of Scholastic, Inc. SBC is a Missouri corporation with headquarters in Jefferson City, Mo. SBC distri...
General Mills is a unitary group of corporations operating both within and outside of California. Accordingly, the percentage of its income that is subject to Calif...
The merger agreement filed by Valeant, (V),and Biovail, (B),discloses that the transaction will be structured as a merger of a newly-created second-tier...
DuPont (DD) organized a French subsidiary (SA) to manufacture urea herbicide in France. DD granted SA a royalty-free, non-exclusive, license to "make, use, and...
The Financial Accounting Standards Board (FASB) has determined that the accounting for revenues arising from contracts with customers can use an overhaul and it has...
LTR 200916014, January 9, 2009, addresses the case of a taxpayer (TP)which has elected to be taxed as a Real Estate Investment Trust (REIT). TP's principal as...
Liberty Media Corporation, (L), recently announced its intention to place the assets currently attributed to the Starz Group and the Capital Group into a new corporat...
Foreign Parent (FP) owned all of the common stock of Parent (P). P's preferred stock was owned by two funds. P, a loss corporation, formed Subsidiary (S) by contrib...
On Date 1, Sub1, a subsidiary of Taxpayer (TP), entered into a fixed price contract with B for Sub1 to design, test, and fabricate C1. Sub1 consistently treated the...
Valeant, (VRX),and Biovail, (BVF), announced that each company's Board has approved a merger agreement in which VRX would be merged with and into BVF (or an a...
Can BP America, Inc., (BPA), secure tax deductions for the amounts it will be "voluntarily" paying to compensate the parties adversely affected by its act...
The Senate is drafting its own version of the "extenders" bill (the House has already passed its version thereof). While each such version contains a prov...
The taxpayer, TP, a corporation, owns and licenses artistic and literary intellectual property. TP licenses this property (most of which is copyrighted or trademark...
In LTR 200852002, September 25, 2008, the taxpayer (T) is a public electric utility. T owned LX and unrelated buyer (B) agreed to purchase, from T, Unit 1 and Unit...
A buyer's objective, in the case of a taxable acquisition, is to secure a "cost basis" in the target's assets. This is so because depreciation and amortiz...
D Corporation, (D), a holding company, owns 97.6 percent of the voting common stock of C Corporation, (C): there are 3,692 Cshares outstanding of which D owns...
It certainly appears that Congress is poised to pass legislation (that President Obama is sure to sign) that will increase, rather dramatically, the tax rate imposed on t...
The stock of T Corporation (T) is owned by Trustee (EE). The taxpayer (TP) and EE are equal partners in three partnerships, PS1, PS2, and PS3. TP and EE each hold a...
The taxpayer, (TP), a U.S. corporation, owns all of the stock of CFC1 and CFC2. CFC1 and CFC2 are equal partners in a domestic partnership, (PS), which owns all of...
Allscripts, (MDRX), has announced a plan pursuant to which it will acquire Eclipsys, (ECLP), in a merger transaction intended to qualify as a reorganization, and re...
South Beach Securities, Inc., (SBS), filed a petition under Chapter 11 of the Bankruptcy Code and submitted a plan of reorganization. The bankruptcy judge refused t...
Several years ago, the consulting partners of Ernst & Young (EY) received shares in Capgemini, S.A.(CG) in exchange for their partnership interests. The shares...
T Corporation (T) has outstanding two classes of common stock, Class A Common Stock and Class B Common Stock. The Class A Common Stock has lesser voting rights than...
Last week's proposal, in which FASB is seeking to expand the types of assets and liabilities that must be marked to market, also contains a rather radicalalte...
The Financial Accounting Standards Board (FASB) has published a proposal which will alter, in a fairly dramatic way, the manner in which financial instruments* are...
Mr. and Mrs. Kerzner each owned 50 percent of the interests in a partnership, HCA, and 50 percent of the outstanding stock of an 'S' corporation, HCI. HCA borrowed...
The Form S-4 regarding Coca-Cola Enterprise's (Old CCE) split-off was recently issued and it confirms the tax treatment for the cash element of the consideration...
Clarus Corporation, (CL), was formerly in the e-commerce solutions business. That business, however, was unsuccessful and CL has since discontinued its involvement...
While much of the "extenders" bill, the passage of which is expected shortly, raises taxes on businesses and holders of investment services partnership in...
U.S. taxpayers may, in order to prevent international double taxation, claim tax credits, known as foreign tax credits, against the U.S. tax otherwise payable with...
On Date 1, the taxpayer, (T), a domestic corporation, engaged Consultant to provide advice with respect to "restructuring". From Date 1 to Date 2, T inves...
Mr. E, (E), owned 23 percent of the stock of RG, Inc., (RG). An agreement between E and RG called for RG to pay E a total of $805,363.33, $400,000 of which was for...
It looks as though the taxation of so-called "carried interests" will, after years of discussion, finally be altered. The vehicle for this alteration is t...
W Corporation, (W), owned all of the stock of S Corporation, (S). The Board of Directors of W decided to distribute to its shareholders warrants to purchase S stock....
The American Jobs and Closing Tax Loopholes Act of 2010, H.R. 4213, ("the extenders bill"), seems headed for passage now that Congressional tax writers ha...
Taxpayer (TP) is a publicly-traded domestic corporation with a single class of common stock and multiple classes of preferred stock outstanding, including Series X...
CIT recently emerged from bankruptcy with a revamped, and presumably sustainable, capital structure. In connection with its reorganization, substantial amounts of d...
SOP 03-3 (now Subtopic 310-30) applies to entities that acquire loans, but not just any loans. It applies to a loan with evidence of deterioration of credit quality...
D Corporation, (D),is actively engaged in the conduct of Business M and has been so engagedfor well in excess of five years. Within the past five years,...
Validus Holdings, Ltd., (VH), a Bermuda corporation indirectly engaged in the insurance business, is offering torepurchase some $300 million of its stock. The...
C&F Packing Co., Inc., (CF), was an 'S corporation engaged in the business of supplying uncooked sausage (and other meats) to pizza vendors, including Pizza Hut...
Prior to Date 1, P Corporation, a "loss corporation", had outstanding a single class of common stock and multiple classes of preferred stock described in...
Comtech Telecommunications Corporation, (CMTL), and CPI International, Inc., (CPII), have entered into a definitive merger agreement in connection with which CMTL w...
Statement of Financial Accounting Standards No. 94, Consolidation of All Minority-Owned Subsidiaries , provides that consolidation is appropriate when one ent...
When HCA, Inc., (H), was "taken private" several years ago, the sponsors formed an LLC, (HHII), which in turn formed a transitory acquisition company whic...
Stubhub, Inc. (SH),as every sports fan knows, is a venue which third parties use to buy and sell tickets. SH collects the purchase price from the buyer of the...
A tax of 30 percent is imposed on U.S. source dividend income received by a non-resident alien individual. This tax, the rate of which may be reduced by the terms o...
New York State Department of Taxation and Finance Advisory Opinion No. TSB-A-09(8)S, February 2, 2009, addresses the case of X the "products" of which are...
On July 13, 2000, the taxpayer, (T/P), an individual,organized the single-member "PLLC". Importantly, T/P did not elect to treat PLLC as a corporati...
The State of Ohio's tax statutes, specifically R.C. 5739.121, authorize a vendor to reduce its "taxable receipts" (for sales tax purposes) for a current s...
Retail Ventures, Inc., (RVI), is a holding company whose principal asset is 62 percent of the stock of an operating company, DSW Inc., (DSW). In light of the fact t...
Synovus Financial Corp., (SVN), is a loss corporation. Accordingly, it would like to avoid the occurrence of an "ownership change". Where a loss corporation...
Textron, Inc., (TEX), a publicly-traded corporation, is required to have public financial statements certified by an independent auditor. In order to prepare such f...
Corporation A, (A), a domestic subsidiary of Corporation T, (T), a domestic corporation, proposes to issue Notes which will be issuedin registered form. Most...
Parent, (P), owns all of the stock of Corporation 1, (C1), and the latter owns100 percentof the stock of Seller Corporation, (S). S, in turn, owns all of...
Synovus Financial Corp., (SNV), has adopted a "shareholder rights" plan which is designed to insure that SNV's favorable tax attributes (primarily its &qu...
Mr. and Mrs. KennethBeard (B) owned 76 percent of the stock of two 'S' corporations, MMCD and MMSD. B was persuaded to engage in a "son-of-boss" tra...
Hertz Global Holdings, Inc., HTZ, and Dollar Thrifty Automotive Group, DTG, have entered intoan agreement pursuant to which HTZ will acquire all of the stock...
In some instances, a taxpayer will fail to strictly adhere to statutory and/or regulatory requirements imposedfor securing a deduction or, perhaps, for making...
The taxpayer, Mr. Jones (J), was the lead defense counsel for Timothy McVeigh in the "Oklahoma City Bombing" trial. During the course of J's representatio...
CenturyLink, (CTL), and Qwest Communications International, Inc., (Q), announced that their respective boards have approved a definitive merger agreement pursuant t...
On July 11, 1996, United Dominion Industries, UDI,commenced an unsolicited tender offer to purchase all of the common stock of Commercial Intertech Corporatio...
The I.R.S., in an effort to increase its audit efficiency,will require corporations to disclose more information about what the Service refers to as the corpo...
The taxpayers were non-residents of New York Stateduring 2001. They were, during 2001, shareholders of SBS, Inc. (SBS). During the fiscal year ended August 31...
P Corporation, (P), owns all of the stock of S1 Corporation, (S1), and S1 owns at least80 percent of the stock of S2 Corporation, (S2). S2, in turn, owns all...
The taxpayers were stockholders of Klauer Manufacturing Co., (KM), an 'S' corporation principallyengaged in the manufacture and sale of a variety of sheet met...
Sec. 1211 of"The American Recovery and Reinvestment Tax Act of 2009" (Div. B of P.L. 111-5, Stat. 115, February 17, 2009) amends Sec. 172(b)(1)(H) o...
A corporate taxpayer (T)issued convertible subordinated debenturesfeaturing a 20 year term. The debentures were convertible, at any time, at the holder'...
Mirant Corporation, MIR, and RRI Energy, Inc., RRI, announced that they have entered into a definitive agreement to create GenOn Energy. The transactionwill b...
A corporation (C) is engaged in the sale of health and personal care products. Customers of C can order these products via mail-order, internet, telephone, or facsi...
Ordinarily, no gain or loss is recognized on the transfer of property by a partner to a partnership in exchange for an interest in such partnership. See Sec. 721(a)...
On March 17, 2010, Starr International, SI, Mr.Maurice Greenberg's investment vehicle, entered into the final agreement for a "VPF" (variable prepai...
Each member of the Murphy family, through his or her single-member LLC, purchased and sold long and short foreign currency put options. These option positions were...
A taxpayer (T) was a resident of Connecticut and an employee of Merrill Lynch Pierce Fenner & Smith(M) in its New York City office until March 31, 2005. T...
SandRidge Energy, Inc., (SD), and Arena Resources, Inc., (ARD), announced that they have entered into a definitive merger agreement under which ARD's shareholders w...
The Investment Company Act of 1940, (ICA), regulates investment companies, including mutual funds. In most cases, an "investment adviser" will create a mu...
The Heckermans wished to make a gift to their children but only if the gift taxes imposed with respect to the transfer could be minimized or entirely eliminated. Th...
E*TRADE Financial Corporation and E*TRADE Bank, (E*TRADE), sued Deutsche Bank AG, (DB),for breach of a stock purchase agreement by which E*TRADE acquired the...
Xilinx, Inc., (X), researches, develops, manufactures, and markets integrated circuit devices and related development software systems. With a view towards expandin...
The U.S. Department of the Treasury has announced its intention to "fully dispose" of its approximately 7.7 billion shares of Citigroup, Inc., C, common s...
Assume the existence of a family corporation the stock of which is owned, largely, by the founders of the corporation who are, increasingly, curtailing their involvem...
The Patient Protection and Affordable Care Act, recently signed into law by President Obama, codifies the venerable "economic substance" doctrine. Thus, f...
The shareholders of an 'S' corporation made loans to the corporation. The corporation sustained losses which were passed through to the shareholders. The passed-thr...
In many leveraged buyouts (LBOs), a holding company is formed by the "sponsors" of the LBOto acquire the stock of one or more operating companies. T...
The widely-heralded health care bill that the House of Representatives passed last weekend contains a few tax surprises that can hardly be described as pleasant sur...
It is axiomatic that expenses incurred in connection with a reorganization are non-deductible capital expenditures. Can these capitalized expenditures ever give ris...
Weyerhaeuser Company, WY, seems to be inching closer to implementing a plan to convert the corporation into a Real Estate Investment Trust (REIT). Its recently rele...
McKesson Parent (MP) owned 100 percent of the stock of McKesson Water (MW). MW was incorporated in Delaware and its principal place of business was California.
Under Sec. 7805(e)(2) of the Internal Revenue Code, temporary regulations expire three years after issuance, if not earlier withdrawn. Accordingly, Reg. Sec. 1.368-...
Congress is poised to codify a judge-made doctrine of tax law, the amorphous "economic substance" doctrine. It is doing so, ostensibly, because the courts...
WebMD Health Corporation, (WMD), is embarking on another share repurchase in which it is seeking to retire approximately 11 percent of its outstanding stock, some 5...
Taxpayer (T) operates a leasing business; T purchases vehicles for lease and sells the vehicles as the lease terminates. The vehicleswhich populateT's f...
Often, in the case of a reverse Morris Trust (RMT) transaction, in which a corporation, (D),distributes the stock of a controlled corporation, (C),to it...
The National Football League (NFL)is an unincorporated association of 32 separately owned and operated teams that collectively produce an annualseries o...
Black liquor, a by-product of the paper milling process in craft mills, is a liquid fuel derived from biomass. The producer of black liquor adds a small amount of d...
Several years ago, Home Depot, Inc. (HD) began providing its many customers the option of purchasing merchandise though a "private label" credit card. Som...
Citigroup Capital XII, a grantor trust created by Citigroup, (C), for the purpose of issuing capital securities, has issued "Fixed Rate/Floating Rate Trust Pre...
Where a loss corporation undergoes an ownership change, within the meaning of Sec. 382(g), limits are imposed on the amount of taxable income for any taxable year e...
In 1959, Mr. Cummings, the Chief Executive Officer of Consolidated Food, Inc., purchased 51,500 shares of MGM, Inc. for approximately $1,030,000. He was promptly el...
Conopco, Inc. (a subsidiary of Unilever USA and the successor-in-interest to Bestfoods, Inc. and CPC International, Inc.) created an Employee Stock Ownership Plan (...
The Bank of America, (BAC),warrants sold by the Treasury Department to the public recently embody some unusual attributes that, as you might expect, engender...
X Corporation (X) is an 'S' corporation--Accordingly, its income is not subject to entity level taxation. Such income, instead,is "passed-through" t...
Volvo (V) entered into an April 18, 1980 contract with Sajac Company, Inc. (S)---Manufacturers,such asV, would transfer their excess parts to S for &quo...
P Corporation, (P), owned100 percentof the stock of S1 Corporation, (S1), and S2 Corporation, (S2), and owned all of the membership interests in LLC, an...
Homebuilders recently achieved a majortax victory by securing the ability to carry back certain losses, referred to as "applicable NOLs", for five y...
MSCI, Inc., (MXB), and RiskMetrics Group, Inc., (RISK), announced that they have entered into a definitive merger agreement whereby MXB will acquire RISK "in a...
Mr. BA (BA) was the majority shareholder of OA Corporation (OA) and owned 50 percent of the stock of each of L Corporation (L) andA Corporation (A). OA owned...
Although the details are sparse, it appears that Coca-Cola Enterprises, Inc., (CCE), will be engineering a split-off which will be accompanied by a cash payment; a...
Insilco Corporation, (IC), owned 66 percent of the stock of Times Fiber Communication, Inc., (TFC), and the public owned the balance of such stock. Pursuant to an i...
R.H. Donnelley Corporation, (RHD), filed a consolidated income tax return for the year ending December 31, 1994. The I.R.S. examined this return and did not determi...
10. An increase in the conversion ratio of convertible debt (or convertible preferred stock) does not have immediate tax consequences.
In fact, such an increase is...
S1 Corporation, (S1), a foreign corporation,was owned by Shareholders 1, 2, and 3. In addition, these sameindividuals owned all of the stock of Corporat...
Schlumberger, Ltd. (SLB) and Smith International, Inc. (SII) announced a merger agreement in which the shareholders of SII will, in exchange for each SII share, rec...
Expenses are deductible, in computing taxable income, if the expenses constitute ordinary and necessary expenses that are paid or incurred during the taxable year i...
The widely-anticipated sale of the stock of American Life Insurance Co. (ALICO) by AIG to MetLife (ML) is, apparently, being held upby a tax issue that ML's a...
The taxpayer, (RO), was born a genetic male. However, "she" was uncomfortable in the male gender role from childhood and first wore women's clothing secre...
X Corporation (X) is an 'S' corporation. The stock of X is owned, in equal proportions, by Individual 1 (I1) and Individual 2 (I2). I1 will transfer his shares in X...
In March, 1978 the taxpayers (M) purchased a residence for $36,639. The property was, at the time of purchase,encumbered by a mortgage payable to P Bank. ...
Many important taxation determinations turn on whether an entity or an individual is merely holding property for investment purposes or is, with respect to...
The shareholders of Open Joint Stock Company VimpelCom (OJSC) have been asked to exchange their stock therein for stock in a newly-formed corporation, VimpelCom Ltd...
Recently, LaCrosse Footwear, Inc., (BOOT), announced that its board of directors had approved a special cash dividend of $1.00 per share and a quarterly cash divide...
The taxpayer (TP)had been a highly successful "day trader" of stocks and securities. He became the branch manager of A Corporation's (A) office in A...
In 1996, FedEx (F) identified a need for a new computer system with "better revenue controls" to insure timely and accurate billing and to eliminate reven...
Ambac Financial Group, Inc., (ABK), has joined the growing legion of companies which have adopted a shareholder "rights plan" for the express purpose of p...
PDL BioPharma, Inc. (PDLI) recently announced the tax "profile" of the distributions it made to its shareholders during 2009. In 2009, PDLI made two cash...
S Corporation, (S),a subsidiary of Talley Industries, Inc. (TI),manufactured ejection seats for military aircraft. S's primary customer was the Navy Dep...
On December 22, 2008, the Debtors filed voluntary petitions under Chapter 11 of the Bankruptcy Code. Certain of the Debtors and non-debtor affiliates ("the Fly...
LTR 201004001, October 22, 2009, appears to address the tax consequences of Liberty Media's split-off of Liberty Entertainment, Inc.; the latter's merger with Direc...
In order for a spin-off or split-off to qualify for tax-free treatment it cannot be found to have been used principally as a device for the distribution of...
The taxpayer, (TP), a domestic corporation, in connection with the exploration of its strategic alternatives,hired each ofCorporation X, (X), and Invest...
Where a corporation's principal asset is stock in another corporation, and the corporation determines that such stock should properlyreside with its sharehold...
Under FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainties in Income Taxes, an Interpretation of SFAS No. 109 , (ASC subtopic 740-10), an enter...
The spin-off by Cablevision (C) of the stock of its subsidiary, Madison Square Garden, Inc. (MSG) will occur on February 9, 2010. On that date holders of C's Class...
Shiseido Co. Ltd. (P), through a U.S. affiliate, is offering to purchase the stock of Bare Escentuals, Inc. (BE) for $18.20 per share in cash. Once the tender offer...
The State of Illinois estate tax law, at Sec. 3(a), provided an estate tax to be imposed on "every taxable transfer involving transferred property having a tax...
Company, (C), a closely-heldState X corporation, has two classes of common stock outstanding; Class A common stockand Class B common stock. The classes ar...
P Corporation (P) owned all of the stock of H Corporation (H). H, in turn, owned all of the stock of S1 Corporation (S1) and S2 Corporation (S2). S1 was incorporate...
Kraft Foods (K) and Cadbury (C) have reached an agreement pursuant to which the former will acquire the stock of the latter in exchange for a combination of K commo...
Mr. Robert Abodeely (RA) worked for Pfizer, Inc., in New York State, from August 7, 1988 until his retirement on January 14, 1999. At all times during his employmen...
Tyco International Ltd. (TYC) and Brink's Home Security Holdings, Inc. (CFL) announced an agreement pursuant to which CFL will be merged with and into a newly-creat...
McDermott International, Inc. (MDR), a Panamanian corporation, owns all of the stock of The Babcock & Wilcox Company (BW), a U.S. corporation, and J. Ray McDermot...
HomeStreet, Inc. (HS)is a residential mortgage lender that services certain of the loans that it sells or securitizes. For loans sold on a "service-retai...
On Thursday, January 14, 2010,two "levies" were introduced by President Obama on the one hand and members of the House of Representatives on the oth...
The State of Pennsylvania imposes a so-called"Shares Tax" on the taxable amount of a banking institution's shares of capital stock. The tax is based...
Taxpayer (TP) isa widely-held and publicly-tradedreal estate investment trust (REIT). TP conducts its business through a limited partnership (LP) of whi...
In 1991, three individuals, including L and S, won the Ohio State Lotto Jackpotamounting to$20 million. Each winner was entitled to receive 26 annual pa...
Many REITs, and certain regulated investment companies (RICs), in order to (i) conserve cash, yet (ii)satisfy their dividend payment obligations, have resorte...
Wells Fargo & Company(WF) claimed $115,174,203 in depreciation, interest, and transaction cost deductions for 2002. These deductions stemmed from WF's par...
The Federalestate tax has been repealed with respect to decedents dying during 2010. Congress has threatened to reinstate the tax for 2010, even with respect...
A New York Supreme Court Justice recently ruled that Discover Financial Services(D) could not escape its obligation underan agreement with Morgan Stanle...
Mr. Mintz (M) was a resident of Florida and a non-resident of New York. ESG, Inc. (ESG) was an New York 'S' corporation. M owned 27 percent of the stock of ESG. On...
Sec. 304(a)(1) of the Internal Revenue Code provides that, for purposes of Sec. 302 and Sec. 303, if one or more persons are in control of each of two corporations,...
In connection with the merger of Marvel Entertainment (MVL) with and into Disney (DIS), the MVL shareholders will receive, in exchange for each MVL share, $30.00 in...
Where property is the subject of an "involuntary conversion", the gain from the transaction can be deferred if, within a specified period, the taxpayer re...
Not unexpectedly, Novartis A.G. (NVS) announced its intention to acquire full ownership of Alcon, Inc. (ACL) in a two-step transaction. The first step will see NVS...
Under Sec. 163(e)(5) of the Internal Revenue Code, in the case of an Applicable High Yield Discount Obligation (AHYDO) as defined in Sec. 163(i), a corporation is n...
December 31, 2009 - Volume 3 Issue 254Print Report
"...The hallmark of a constructive distribution is value passing from...the corporation to the shareholder, for which the shareholder does not give equivalent...
December 30, 2009 - Volume 3 Issue 253Print Report
Sec. 857(a)(1) of the Internal Revenue Codeprovides that the provisions of part II of subchapter M of Chapter 1 of the Internal Revenue Code(relating to...
December 29, 2009 - Volume 3 Issue 252Print Report
In general, payments made for the principal purpose of protecting an entity's goodwill and reputationare deductible even though such payments may also provide...
On August 20, 2009, the I.R.S. filed a "proof of claim" in which it asserted an unsecured priority claim against Nortel Networks, Inc. (NNI) for the taxab...
December 28, 2009 - Volume 3 Issue 251Print Report
One of the issues surrounding the use of convertible debentures as a financing vehicle is the potential earnings per share dilution thatmight arisewhen...
December 24, 2009 - Volume 3 Issue 250Print Report
Michigan Bell Telephone Co. (MBT) filed its Michigan "single business tax" returns and included monies received from customers as "late payment fees&...
CIT Group, Inc. (CIT) has emerged from bankruptcy with its stock in the hands of its creditors and with its debt substantially diminished. The reduction of its debt...
December 23, 2009 - Volume 3 Issue 249Print Report
D Corporation (D) was owned by SH Corporation (SH), a foreign corporation. Dhad beenengaged for more than five years in the active conduct of each of&nb...
December 22, 2009 - Volume 3 Issue 248Print Report
On February 12, 1990, GAF Chemicals Corporation (GAF) and Rhone-Poulenc (RP) entered into a partnership agreement, forming RPSSLP, with GAF as a limited partner and...
December 21, 2009 - Volume 3 Issue 247Print Report
Through the years, Congress has, increasingly,"cracked-down" on non-qualified deferred compensation arrangements. This vigilance has culminated with...
PDL BioPharma, Inc. (PDL) paid a "special dividend" in the amount of $1.67/share last Tuesday, December 15, 2009. Thus, for the year ended December 31, 20...
December 18, 2009 - Volume 3 Issue 246Print Report
The Commerce Clause of the United States Constitution provides that "The Congress shall have the Power...To regulate Commerce...among the several States...&quo...
December 17, 2009 - Volume 3 Issue 245Print Report
Veritas Software Corporation (VUS) is in the business of developing, manufacturing, marketing, and selling software products. On July 2, 2005, VUS was purchased by...
It has finally happened. Weyerhaeuser Company (WY) announced that its board of directors "has determined that conversion to a REIT would best support the compa...
December 16, 2009 - Volume 3 Issue 244Print Report
Where a corporation (X) owns an appreciatedequity stake in another corporation (Y), but not a controlling interest therein, the market will rarely give X full...
December 15, 2009 - Volume 3 Issue 243Print Report
The "wash sale" rule denies a taxpayer a deduction for a loss sustained from certain sales or other dispositions of stock or securities. Thus, under Sec....
December 11, 2009 - Volume 3 Issue 241Print Report
Statement of Financial Accounting Standards No. 109 , Accounting for Income Taxes , requires an entity to recognize a deferred tax liability (DTL) or deferre...
The "Extenders" bill passed the House, largely along party lines, on Wednesday, December 9. It faces an uncertain fate in the Senate. One of the more cont...
December 10, 2009 - Volume 3 Issue 240Print Report
P Corporation (P) is a foreign corporation engaged, directly and indirectly, in the activeconduct of several businesses. P owns all of the stock of D Corporat...
Kraft Foods, Inc. (KFT) is offering to acquire all of the "ordinary" shares of Cadbury, plc (C), including those ordinary shares represented by ADSs. (Eac...
On December 7, Rep. Rangel (D-NY), the Chairman of the House Ways & Means Committee, introduced legislation, "The Tax Extenders Act of 2009" (H.R. 421...
Standard Pacific Corporation (SFC), one of the homebuilders hard hit by the economic crisis, has accumulated substantial "deferred tax assets". The princi...
One of the most widely-used strategies marketed by accounting firms as a way to reduce tax liabilities was the so-called "son-of-boss" technique. This str...
The taxpayer (TP) issues "participating" life insurance policies that entitle policyholders to receive two types of dividends: annual dividends and termin...
LTR 200850027, August 28, 2008, addresses the case of a corporation (T)that holds a "residual interest" in a Real Estate Mortgage Investment Conduit...
Members (there are at least 15 co-sponsors)of the House of Representatives, led by Congressman DeFazio, proposed legislation ominously entitled "Let Wall...
The Obama Administration's tax proposals, focused heavily on altering the manner in which U.S.-basedmultinational corporations are taxed, has once again raise...
On March 31, 1998, representatives of C Corporation (C) and J Corporation (J) executed an "asset purchase agreement" which provided that C would acquire a...
O Corporation (O) was in the business of developing, owning, and managing commercialreal estate. The stock of O was owned by a father (F) and his sons (S1 and...
Berkshire Hathaway, Inc. (BHI), in connection with its planned acquisition of Burlington Northern Santa Fe Corporation (BNSF), has filed a preliminary proxy stateme...
November 30, 2009 - Volume 3 Issue 232Print Report
WebMD Health Corporation (WBMD) has been an activepurchaser of its stock for quite some time. In fact, its buybacks have been so extensive that they caused th...
November 27, 2009 - Volume 3 Issue 231Print Report
In 1989, Textron, Inc. (T) acquired substantially all of the stock of Avdel (A), a U.K. corporation. The FTC, however, intervened. The agency believed there might b...
November 25, 2009 - Volume 3 Issue 230Print Report
The taxpayer, TG Missouri Corporation (TGM), is in the business of manufacturing injection-molded products (steering wheels, air bags) for customers in the automoti...
Zions Bancorporation (ZION) recently announced its intention to engage in certain "financial" transactions that will have the effect of shoring up the com...
November 24, 2009 - Volume 3 Issue 229Print Report
Berkshire Hathaway, Inc. (BHI) currentlyowns approximately 22 percent of the stock of the stock of Burlington Northern Sante Fe Corporation (BNSF). The compan...
People's United Financial, Inc. (PBCT), the holding company for People's United Bank, hasannounced a definitive agreement to acquire Financial Federal Corpora...
November 23, 2009 - Volume 3 Issue 228Print Report
In Rev. Rul. 2002-31, 2002-1 C.B. 1023, the I.R.S. bestowed itsstamp of approvalon a variety of debt instrument the issuance of which would provide the...
November 20, 2009 - Volume 3 Issue 227Print Report
In Rev. Rul. 90-95, 1990-2 C.B. 67, P Corporation (P) formed S Corporation (S) and the latter merged with and into unrelated T Corporation (T). In the merger, the s...
E*TRADE Financial Corporation (ETFC) has disclosed that, during the third quarter, it exchanged some $1.76 billion principal amount of "interest-bearing debt&q...
November 19, 2009 - Volume 3 Issue 226Print Report
A partnership (PS) operated the Sheraton Cleveland Airport Hotel. The Hotelwas owned by the City of Cleveland, Ohio. The Sixth "Supplement to Lease"...
Peet's Coffee & Tea, Inc. (PEET) is in the process of acquiring Diedrich Coffee, Inc. (DDRX) in a two-step transaction that entails a tender offer, launched on...
November 18, 2009 - Volume 3 Issue 225Print Report
P Corporation (P) owned all of the stock of S Corporation (S); the latter was engaged in Business A. P desired to exit Business A and, to accomplish its objective,...
November 17, 2009 - Volume 3 Issue 224Print Report
In Trinity Industries and Subsidiaries v. Commissioner , 132 T.C. No. 2 (2009), Trinity Industries (T) had entered into a series of contracts (the first con...
Bristol-Myers Squibb Company (BMY) has announced its intention to effect a "split-off" of its holdings in Mead Johnson Nutrition Company (MJN). Such a split...
November 16, 2009 - Volume 3 Issue 223Print Report
On December 31, 1980, New England Mutual (later acquired by MetLife) issued a life insurance policy insuring the life of Mr. HarveyBarr's mother. The policy s...
November 12, 2009 - Volume 3 Issue 221Print Report
It is reasonable toexpect that many regulated investment companies (RICs) racked up substantial capital losses in 2008. These losses will be carried forward t...
A taxpayer's representative asked the Department of Labor (DOL)for advice on whether a transaction the taxpayer was contemplating would give rise to a pro...
November 10, 2009 - Volume 3 Issue 219Print Report
Congress has passed, and the President has signed, legislation extending the period to which Net Operating Losses (NOLs) sustained in 2008 or 2009 may be carried. T...
Overseas Shipholding Group, Inc. (OSG), through its subsidiary, OSG Bulkships, Inc. (OSB), is seeking to acquire all of the partnership interests in OSG America, LP...
Corporation1 (C1) acquired the stock of Target Corporation (T). T granted incentive stock options (ISOs) and offered a Sec. 423 Employee Stock Purchase Plan (ESPP)...
C is a limited partnershipthe interests in which arepublicly-traded. C is engaged in the transportation, storage, and marketing of natural gas and propa...
The issue confronting Mr. Julian H. Robertson, the legendary founder and Chairmanof Tiger Management,and his spouse, Ms. Josephine Robertson, was whethe...
Itseems clear that the acquisition of Burlington Northern Santa Fe Corporation (BNI) by Berkshire Hathaway, Inc. (BRK) will be structured as a forward merger....
LTR 200903079, October 8, 2008 (a Technical Advice Memorandum ) addresses the case of a taxpayer (T) who enters into contracts with the U.S. Government...
Invesco, Ltd. (I), a Bermuda corporation, has entered into an agreement to acquire the "Van Kampen" businesses from Morgan Stanley, Inc. (MS). The conside...
If a taxpayer's directly-owned stock is redeemed by the corporation, and if the taxpayer's only indirectownership of stock immediately after the redemption is...
Congress seems to be moving closer to implementing a lengthening of the period to which Net Operating Losses (at least those that are sustained in 2008 and 2009) ma...
Although 'S' corporations are ordinarily not subject to tax, an 'S' corporation that was formerly a 'C' corporation can incur tax liability if it has "net reco...
In Robinson Knife Manufacturing Co., Inc. v. Commissioner , T.C. Memo. 2009-9, the taxpayer (R) was activelyengaged in the business of designing, deve...
The ruling the I.R.S. issued to Liberty Media, with respect to its split-off of Liberty Entertainment, Inc. (LEI), will not be published for public consumption unti...
The Foreign Account Tax Compliance Act of 2009 (the Act)introduced on October 27, 2009 by Rep. Charles Rangel (D-NY) and Senator Max Baucus (D-Mont.), the cha...
Sec. 305(a) of the Internal Revenue Code provides that gross income does not include the amount of any distribution of the stock of a corporation made by such corpo...
The American Institute of CPAs, through the vehicle of Statement of Position (SOP) 90-7, Financial Reporting by Entities in Reorganization Under the Bankruptcy...
Chipotle Mexican Grill, Inc. (CMG) has announced its intention to amend its certificate of incorporation to, at long last, effect a "reclassification" of...
Many companies nowforced to convince their creditors to accept equity or other assets in settlement of their indebtedness will be required tocharacteriz...
Equinix, Inc. (EQIX) and Switch & Data Facilities Company, Inc. (SDXC) have entered into a definitive agreement for EQIX to acquireSDXC for a combination...
When stock becomes worthless, the taxpayer is entitled to a loss deduction in an amount equal to the taxpayer's unrecovered basis in the stock. Thus, Sec. 165(g) pr...
Brazil's finance minister, Mr. Guido Mantega,on October 19, 2009, announced the imposition of a new "tax" (more accurately described as a fee or lev...
In Santa Fe Pacific Gold Co. v. Commissioner , 132 T.C. No. 12 (2009), the issue was whether Santa Fe (SF)was entitled to a deduction for a payment ma...
One of the most venerable techniques for reducing state and local tax burdenshas beento transfer intangible assets, such as trademarks and tradenames, t...
A single enterprise may be "artificially divided" between two or more related corporations in order to exploit, among other things,statutory allowan...
In Russell v. Commissioner , T.C. Memo. 2008-246, the taxpayer was a shareholder in an 'S' corporation that had sustained operating losses. Sec. 1366(a) pro...
Vendors often provide their customers withmultiple products, services, rights to use assets, or a combination thereof ("deliverables"). EITF Issue N...
The S.E.C.'s accounting staff, in response to recent FASB initiatives in the area, has decided to offer its own views with respect to the controversial topic of i...
Emmis Communications Corp. (ECC) recently announced a restatement of its financial statements for the full year ended February 28, 2009 and for the interim period e...
"Black Liquor" is the name given to a byproduct of the paper milling process in craft mills. Its chemical composition does not include alcohol or biodiese...
On March 12, 1958, Mr. Bateman (B) owned 7,350 shares of WP Corporation (WP). On that day, WP wasmerged with and into SG Corporation (SG). The "two party...
State S (S) established a Fund to encourage economic development within its borders. Taxpayer (T), a C corporation, negotiated (with S) the terms of an "econom...
Most observers have conceded that a disposition of Mead Johnson Nutrition Co. (MJ) by Bristol-Myers Squibb (BMS) will be a taxable transaction andthe tax liab...
BusinessWeek's exhaustive survey of the rates at which "cash taxes" are remitted by the members of the S&P 500 produces, for those who are steeped in the su...
The corporation (C)addressed in LTR 200916016, December 11, 2008, has elected to be treated as a "business development company" under the auspices o...
TransDigm Group, Inc. (TDG) announced the completion of a private placement of five-year notes the proceeds of which will be used to fund a "special dividend&q...
A taxpayer owns stock in a companywhich has agreed to be acquired by another company. The taxpayer's basis in the stock, which has been held for more than one...
Liberty Media (LM) released proxy materials regarding the split-off of Liberty Entertainment, Inc. (LEI) and the second-step business combination involving LEI and...
In CCA 200916023, February 27, 2009, the I.R.S. addressed the case of a domesticpartnership (PS)which had three partners. LP1 owned a 94 percent capital...
CIT Group, Inc. (CIT), in an attempt to stave off bankruptcy, is proposing a recapitalization in which itwill offerin exchange for a large array of its...
TE Corporation (TE), a real estate developer, transferred property OV to TGE, an unrelated party, and the latter sold OV to A, also unrelated to TE, for $1,468,500....
The FDIC hasannounced that it will require insured institutions to prepay their entire quarterly risk-based assessments for the fourth quarter of 200...
In Senra v. Commissioner , T.C. Memo. 2009-79, the taxpayer, (Mr. S),owned 86.75 percent of the stock of KG, a C corporation engaged in the business o...
Xerox, (X),to the surprise of many observers, announced an agreement pursuant to which it will acquire Affiliated Computer Services (ACS) in exchange for a co...
September 29, 2009 - Volume 3 Issue 189Print Report
In response to certain recent defeats at the hands of the courts, the I.R.S. has taken the unusual step of issuing temporary regulations which it hopes will have th...
September 25, 2009 - Volume 3 Issue 188Print Report
Foreign Corporation (FC) makes loans to U.S. persons within the United States. FC, however, has no office or employees in the United States. Instead, to originate l...
September 24, 2009 - Volume 3 Issue 187Print Report
Capital One Financial Corp. (CO), it will come as no surprise to learn,is one the world's largest issuers of credit cards. One variety of income earned by CO...
The Buckle, Inc. (BKE) announced a $1.80/share special one-time cash dividend to be paid to holders of record at the close of business on Oct. 15, 2009. It will als...
September 22, 2009 - Volume 3 Issue 185Print Report
X is a partnership all of the "ordinary shares" of which are owned by a single entity, A. X also has outstanding 'B' shares. Prior to Date 2, these 'B' sh...
Barclays PLC, (B), recently announced a "structured" transaction which will have the effect of removing from its balance sheet (although not for regulator...
September 21, 2009 - Volume 3 Issue 184Print Report
At one time, so-called "inversion" transactions were quite popular. A U.S. corporation, for example Ingersoll-Rand and Nabors Industries, would create a n...
September 18, 2009 - Volume 3 Issue 183Print Report
The I.R.S. recently issued a "proof of claim" for taxes to Nortel Networks, Inc. (NNI). The claim includes some $1.8 billion in tax deficiencies and appro...
Many commercialmortgage loans are held in "securitization" vehicles, such as REMICs and investment trusts. In each case, the entity is not subject t...
September 17, 2009 - Volume 3 Issue 182Print Report
In CCA 200915033, December 24, 2008, a corporation,Acquirer, (A), on Date 3, purchased "AA" shares of Target's (T) stock (representing less than fiv...
September 16, 2009 - Volume 3 Issue 181Print Report
Tribune Corporation (TRB) is attempting to dispose of substantially all of its interest in the Chicago Cubs, Wrigley Field, and certain other assets (including its...
September 15, 2009 - Volume 3 Issue 180Print Report
In 1987, Merrill Lynch & Co., Inc. (MER) engineered a transaction that was designed to producelargecapital losses that could be offset against capit...
September 14, 2009 - Volume 3 Issue 179Print Report
Sec. 108(a)(1) of the tax codeprovides that gross income does not include income from the discharge of indebtedness (COD income) if the discharge occurs in a&...
Ford Motor Company (F), following the lead of many other "troubled" companies, has taken affirmative steps to preserve its copious tax assets--most notabl...
September 11, 2009 - Volume 3 Issue 178Print Report
Sometimes, as a matter of principle, the I.R.S. will turn its back on tax revenue that is there for the taking. It will do this in cases where it perceives that suc...
The I.R.S. recently ruled that Public-Private Investment Partnerships (PPIPs) created under the Public-Private Investment Program will not constitute "taxable...
September 9, 2009 - Volume 3 Issue 176Print Report
Schering-Plough Corporation, (SGP), similar to many multinational corporations, had accumulated significant profits in subsidiaries located outside of the United St...
September 8, 2009 - Volume 3 Issue 175Print Report
A corporate taxpayer (T) wished to conduct certain research and development (R&D) with public financing. Accordingly, it turned to a transaction that was in the...
Baker Hughes, Inc. (BHI) and BJ Services Company (BJS), BHI's former subsidiary, have announced a definitive merger agreement in connection with which BJS will be m...
September 4, 2009 - Volume 3 Issue 174Print Report
It goes without saying that many debt instruments issued in better times are now trading in the markets at substantial discounts to their principal amounts. Some of...
September 3, 2009 - Volume 3 Issue 173Print Report
In LTR 200914018, December 19, 2008, the taxpayer (T) is a corporation which provides retiree health insurance benefits to certain employees represented by "As...
September 2, 2009 - Volume 3 Issue 172Print Report
LTR 200913008, December 15, 2008, appears to be the ruling the I.R.S. issued to Grey Wolf International, Inc. (GW) with respect to its acquisition by Precision Drilli...
September 1, 2009 - Volume 3 Issue 171Print Report
The taxpayer, (T), a domestic corporation, owned all of the stock of FSub, (F), a foreign corporation. As of December 31, Year 1, F's balance sheet showed liabiliti...
In LTR 9104043, October 31, 1990, A Corporation (A), a domestic loss corporation, was wholly-owned by a foreign corporation, B Corporation (B). C Corporation, (C),...
The purchase agreement in connection with which Warner Chilcott plc (WCRX)will acquire the pharmaceuticals business of The Procter & Gamble Company (PG) d...
The petitioner, Mr. S, was the majority shareholder of SOC, Inc., (SOC), a Delaware corporation. In 1957, SOC acquired a leasehold interest in certain Venezuelan oi...
If a distribution by a corporation to its shareholders qualifies as a distribution in partial liquidation, the distribution is treated as "in part or full paym...
Conseco, Inc., (CNO), in its latest 10-Q, is reporting "income tax assets" of $1.607 billion. Its shareholders' equity is some $2.415 billion. The income...
Taxpayers who havesuffered theft losses through, for example, their participation in Ponzi schemes, may deduct these losses for tax purposes and in the proces...
Where a debt instrument is classified as an "Applicable High Yield Debt Obligation" (AHYDO), certain unattractive results ensue. Most notably, the Origina...
Sec. 108(i), enacted in the "stimulus bill" (the American Recovery and Reinvestment Tax Act of 2009, Public Law 111-5)earlier in 2009, provides that...
SFAS No. 141(R), Business Combinations ,was issued in December, 2007 and is effective for business combinations for which the acquisition date is on o...
Dynegy, Inc. (DYN) is undertaking a complicated transaction in which it willconvey a portion of its assets and a note (of which DYN will be the obligor)...
At present, with respect to financial institutions, only debt and equity securities are required to be reported at fair value. See SFAS No. 115, Accounting for...
The taxpayer, (O), earned a master's degree from the University of Nebraska, in clinical psychology, in 1996. From April, 1977 through August, 2003, O worked for th...
During 1918, the taxpayer (T), a bank, made loans to B Corporation (B). Interest on the loans was accrued on T's books. B went into receivership on December 31, 191...
Barnes & Noble, Inc., (BN), has entered into an agreement to purchase the stock of Barnes & Noble College Booksellers, Inc., (BC), from its sole shareholder...
D Corporation, (D),a publicly-traded corporation, was engaged, through its subsidiaries, in Business A and Business B; the latter appears to be a real-estate...
The rules designed to inhibit "trafficking" in Net Operating Losses (NOLs) in the United States are principally found in Sec. 382 of the Internal Revenue...
The taxpayer (P) and Mr. JL (JL) each owned 50 percent of the stock of Arrow Capital Associates, Inc. (A). A lent JL a total of $700,000 and, on August 13, 2001, le...
In January, 1997,K Corporation (K) became a wholly-owned subsidiary of C Corporation (C). Some four months later, C sold 100 percent of K's capital stock to N...
Pepsico, Inc. (PEP) has reached an agreement to acquire both Pepsi Bottling Group, Inc. and PepsiAmericas, Inc. (BG). The transaction is conditioned on, among many...
The co-founder of Broadcom Corporation, Mr. Henry Samueli (S), decided to take a flyer on the direction of interest rates in late 2001. If he was correct, the arran...
H Corporation (H) merged with and into newly-formedL Corporation (L). L will operate exclusively for charitable and educational purposes and was incorporated...
Prior to Date 1, T Corporation (T) had two classes of stock outstanding; convertible preferred stock and common stock. During Date 1 and Date 2, A Corporation (A) p...
Cablevision Systems Corporation (CVC) announced that its board of directors has authorized the company's management to proceed with the spin-off of the Madison Squa...
A consolidated class action complaint was filed against a taxpayer, a C corporation, (TP). The complaint alleges that TP violated provisions of the securities laws...
T Corporation (T), a publicly-traded corporation, owned all of the stock of TS1, engaged in business A, and TS2, engaged in business B. T's principal asset was a bl...
I.R.S. Notice 2009-61, issued on July 28, 2009, observes that, "in light of persistent delivery failures" in the pay-for-delivery market for U.S. Treasury...
T Corporation (T)is a "loss corporation". B Corporation (B) is also a loss corporation and T's acquisition of B, in which it issued its stock to the...
Wells Fargo's second quarter earnings report indicates that the bank continues to benefit from a recent FASB concession regarding the manner in which debt securitie...
It appears that the Schering-Plough/Merck business combination will be closing on schedule. The structure of the deal is unusual because the parties were attempting...
In 2006, the I.R.S. became aware of instances in which stock options were granted with exercise prices which were less than the fair market value of the stock on th...
When an option is granted to an employee (or independent contractor) in connection with the performance of services, Sec. 83 (which governs the taxation of property...
Sec. 61(a) of the Internal Revenue Code provides that, "except as otherwise provided in this subtitle", gross income means all income from whatever so...
Sec. 351(a) (and its predecessors) is one of the most venerable non-recognition provisions in the Internal Revenue Code. The provision was originally enacted to enc...
Caterpillar Inc. (CAT) reported second-quarter earnings of $0.60 per share, a figurewhich exceeded analysts' estimates, and CAT's stock price reacted accordin...
47 percent of the stock of F Corporation (F) was owned by E Corporation (E), Mr. G (G), and Mr. D (D). In March, 1978, in recognition of the risks assumed by D, G,...
In order to fund universal health care coverage, the House of Representatives is expected to propose a surtax on "high income" taxpayers. For taxpayers wi...
"The Cornell Trust" is a tax-exempt non-profit organization pursuant to Sec. 501(c)(3) of the Internal Revenue Code which was formed for the exclusive pur...
In order to insure that a taxpayer whose indebtednessis "effectively" retired or otherwise discharged does not escape the tax consequences that woul...
The Financial Accounting Standards Board (FASB) has issued, in the form of an "Exposure Draft", an ambitious new plan that will dramatically increase the...
In LTR 200849015, August 22, 2008, the taxpayer (T) oversaw the gift card program for P Corporation's (P) consolidated group. All gift cards used in stores operated...
The opening salvo in the health care debate has been fired by the House Ways & Means Committee. The bill proposed by the Committee, "America's Affordable H...
The taxpayers owned interests in no fewer than seven Limited Liability Partnerships (LLPs) and two Limited Liability Companies (LLCs) that were allengaged in...
Professional tennis players and golfers, you may have noticed, are, if they are fortunate, adorned in logos representing the many products that they endorse. They a...
Credit and debit card companies charge a "convenience fee" to customers who pay their income taxes, electronically,employing a credit or debit card....
Sec. 280F of the Internal Revenue Code limits depreciation deductions, otherwise available, with respect to what is referred to as"listed" property....
Sec. 243(a)(1) provides that, in the case of a corporation, there shall be allowed as a deduction 70 percent of the amount received as dividends from a domestic cor...
During the 1980s, many deals were financed, at least in part, with "deferred interest" debt securities. Under the original issue discount (OID) rules, how...
In LTR 200625032, March 3, 2006, an employee ofCorporation A (A) discovered, during Year4, that a Corporation B (B) product incorporated portions of A's copyr...
Abbott Laboratories (AL)has been ordered to pay $1.67 billion to Johnson & Johnson's Centocor unit for using the latter's invention to produce the Humira...
Where a loss corporation undergoes an ownership change , the amount of taxable income for any taxable year ending after the date of the ownership change whi...
Under the well-known wash sale rules, a taxpayer cannot deduct a loss claimed to have been sustained from the sale of stock or securities if, within a peri...
Sec. 83 governs the taxation of property thatis transferred "in connection with the performance of services". The property so transferred is taxable...
Many important tax determinations are premised on the issue ofwhether a particular quantity constitutes a "substantial part or portion" of the whole...
Large numbers of homeowners are struggling to currently make their mortgage payments and are at risk of losing their homes. In response, the Federal Government anno...
A Net Operating Loss (NOL), in general,may be carried back to the two taxable years preceding the taxable year in which the NOL was sustained. See Sec. 172(b)...
HLTH Corporation (HLTH) and WebMD Health Corporation (WBMD) have revived their off-again on-again proposal to combine. Thus, HLTH announced that it will be merging...
Where property is sold or otherwise disposed of in a transaction not qualifying for non-recognition treatment, the gain or loss from the sale or disposal must be ca...
The credit crisis has thrust into prominence certain tax issues that are, in better times, a mere afterthought. Thus, we are now quite concerned with the survival o...
P Corporation (P) owned all of the stock of S Corporation (S) with which it filed a consolidated income tax return. S owned "a%" of the stock of R Corpora...
The Financial Accounting Standards Board (FASB) has issued an important new pronouncement that supplements and amends previous guidance regarding the issue of when...
The Financial Accounting Standards Board (FASB) is proposing another in what has become a regularseries of amendments and clarifications to its landmark prono...
Instead of simply proposing legislation, Senators Baucus (D-Mont.) and Grassley (R-Iowa) have taken the unusual (in our experience) step of issuing a "legislat...
Citigroup (C), in connection withthe recapitalization in which it is issuing massive amounts of common stock in exchange for its preferred stock and trust pre...
New York State has recently enacted a broad array of new taxes designed to assist it in closing its gaping budget deficit. One of the more obscure of these new levi...
Ramius LLC (R) and Cowen Group, Inc. (COWN) announced, on June 4, 2009,that they have signed an agreement to create a diversified financial services company w...
Citigroup (C) announced the finalization of a definitive agreement with the U.S. Government and, accordingly, will now launch its long-awaited exchange offers for i...
Where a redemption of stock is treated as a distribution in part or full payment in exchange for suchstock, the amount included in the redeemed shareholder's...
The Financial Accounting Standards Board (FASB) has issued a brandnew accounting pronouncement, Statement of Financial Accounting Standards (SFAS) No. 165,
Even though most states and cities are strapped for revenue, some haveadopted a "supply side" approach to the problem and have proposed corporate ta...
Sec. 165(g)(1) of the Internal Revenue Code provides that if any security which is a capital asset becomes worthless during the taxable year, the loss resu...
Many multinational companies establish joint venture arrangements with their foreign affiliates, particularly with those affiliatesthat are organized in count...
The I.R.S. recently issued Rev. Rul. 2009-9 which describes the tax rules that apply to losses from "Ponzi-type" fraudulent investment arrangements. In addi...
In LTR 200846019, August 5, 2008, the taxpayer (T) is a newly-formed limited liability company thatintends to elect to be treated as a "business developm...
In order for a merger to qualify as a tax-free reorganization, under Sec. 368(a)(1)(A), it must meet not only the terms of the specifications (the merger must be a...
LTR 200905018, October 21, 2008, describes a split-off which features an inordinate number of "moving parts" and demonstrates how preliminary steps, under...
The proxy statement issued withrespect to the historic combination of Merck & Co., Inc. (MRK) and Schering-Plough, Inc. (SGP) confirms what we had suspected;&nb...
Time Warner, Inc. (TWX) announced that its Board of Directors has authorized management to proceed with plans to complete the "legal and structural separation&...
Where a loss corporation experiences an "ownership change", certain limits are imposed on the corporation's ability to freely utilize its losses to offset...
Sec. 857(b)(6) of the Internal Revenue Code imposes a tax for each taxable year of a Real Estate Investment Trust (REIT) equal to 100 percent of the net income the...
The President's budget proposals entail sweeping changes to the manner in which multinational corporations are taxed. One such proposal envisions radical changes wi...
In United States v. Kapila , _F.Supp2d_(USDC SD FLA 2009), the taxpayer (T) purchased a sign manufacturing franchise, through his wholly-ownedL Corpor...
FASB has approved the issuance of pronouncements which will alter the manner in which transferred financial assets are accounted for and expand the circumstances un...
On May 20, 2009, Data Domain, Inc. (DD) and NetApp, Inc. (NA) entered into an Agreement and Plan of Merger the structure of which is somewhat unusual. Thus, NA will...
General Mills, Inc. (GMI) established, for the benefit of its employees, three employee stock ownership plans (ESOPs). GMI contributed funds to the ESOPs for the be...
Certain importanttax determinations are dependent on whether a financial instrument possessed by the taxpayer in questionis properly characterized as an <...
In order to insure that theowners of closely-held businesses would not have toliquidate the businesses in order to fund estate tax obligations, Congress...
Verizon Communications, Inc. (VZ) recently announced a transaction with which it has more than a passing familiarity; a "reverse Morris Trust" transaction...
Taxpayer (T/P), a domestic corporation, owned all of the stock of X Corporation (X), a domestic corporation, and owned all of the stock of Y Corporation (Y), a fore...
For a split-off to be tax-free (at the distributing corporation level), it must meet all of the requirements imposed by Sec. 355 of the tax code and, in addition, i...
Sen. Richard Durbin (D. Ill.), the Senate Majority Whip,has introduced a bill, S.1007, that would amend the rules regarding an employer's ability to secure a...
Accounting for distributions which are not, because they exceed the corporation's earnings and profits, dividends, is probably not a topic that will capture the ima...
In Vainisi v. Commissioner , 132 T.C. No. 1 (2009), FF, Inc. (FF) elected, on January 1, 1997, to be treated as an 'S' corporation. FF alsoelected to...
One issue that has arisen regarding the transaction to which Liberty Entertainment, Inc. (LEI) and DIRECTV (DTV) are parties--a transaction in which LEI will be &qu...
Where a transaction qualifies as a reorganization , the shareholders of the acquired corporation can exchange their stock for stock in the acquiring corporati...
President Obama's international tax proposalsattempt to accomplish two major goals. First and foremost, these proposals seek to curtail the benefit of defer...
President Obama's tax proposals have placed an unwelcomespotlight on the manner in which U.S. "multinational" corporations are taxed. Particularly i...
Liberty Entertainment, Inc. (LEI) and DIRECTV (DTVG) have entered into a definitive agreement for a business combination that will beundertaken immediately af...
A state's ability to tax businesses that operate in interstate commerce is, it is well-established, constrained by the commerce clause of the Constitution ....
Companies, particularly those in the financial institutions space, have recorded massive write-downswith respect to their investments in debt and equity secur...
Tax Notes , a highly regarded trade publication,is reporting that the powerful Chairman of the Senate Finance Committee, Sen. Baucus (D. Mont.), will...
Many investors have fond memories of the American Jobs Creation Act of 2004, Public Law 108-357, which, among other things,added Sec. 965 to the Internal Reve...
When earnings accumulated by a controlled foreign corporation (CFC) are "repatriated", the U.S. shareholders of the CFC who benefit therefrom will be taxe...
In some cases, in connection with an acquisition, the parties are simplyunable to agree on the value of the acquired corporation. The gap, in these instances,...
General Motors Corporation(GM) announced, on April 27, 2009, its long-awaited restructuring proposal. The centerpiece of the proposal is a swap of newly-issue...
Wells Fargo & Co. (WFC), in the course of reporting its first quarter earnings, devoted an entire section of its press release to the vagaries of SOP 03-3, a pr...
In order to accomplish a tax-free spin-off or split-off, thedistributing corporation must be, immediately before the spin-off or split-off, "in control&q...
Gross income, the kind on which taxes are imposed, is very broadly defined. Gross income, in fact, includes all income "from whatever source derived" unle...
Wells Fargo & Company (WFC) hasreported, by any standard,impressive first quarter earnings. Moreover, its financial position appears to be quite sou...
Sec. 1031(a) of the Internal Revenue Code provides that no gain or loss shall be recognized on the exchange of property held for productive use in a trade or busine...
Sec. 1031(a) of the Internal Revenue Code provides that no gain or loss shall be recognizedon the exchange of property held for productive use in a trade or bu...
In order for a spin-off to achieve tax-free status certain familiarstatutory requirements, enumerated in Sec. 355 of the Internal Revenue Code, must be satisfie...
PepsiCo (PEP) has proposed to acquire all of the outstanding shares of common stock it does not already own in its two largest "anchor" bottlers, The Peps...
Citigroup (C) is reporting, in connection with its impending exchange offer (in which it will issue common stock in exchange for specifiedamounts of its prefe...
During the conference call in which the Pulte Homes (P)/Centex Corp. (C) merger was announced, the noted housing analyst, Ivy Zelman, posed the following question--...
Surprisingly, there has never been a reported case or I.R.S. pronouncement addressing the Federal incometax treatment of refundable state tax credits. This vo...
The taxpayer in question(T) is a retailer of consumer products. T has, as so many retailers do, a "cash rebate" program. Under the cash rebate progr...
Express Scripts, Inc. (ESRX) and WellPoint, Inc. (WLP) announced that they have signed a definitive agreement under which ESRX will acquire WLP's "NextRX subsi...
The Financial Accounting Standards Board (FASB) has issued new guidance with respect to the accounting for debt securities that have become other-than-temporarily i...
REMICsare securitization vehicles for mortgages. Under Sec. 860A(a), a REMIC shall not be subject to taxation "under this subtitle". If the REMIC wa...
The Financial Accounting Standards Board (FASB) recently issued a document which purports to clarify the circumstances under which a market is properly regarded as...
Pulte Homes, Inc. (PHM) and Centex Corp. (CTX) announced, today, that their boards of directors have approved a definitive merger agreement "under which PHM an...
In the current environment corporations may find it prudent tohusband their cash reserves bycurtailing or reducing their dividend payments and postponin...
Recently, Metavante Technologies, Inc. (M) entered into a plan and agreement with Fidelity National Information Services, Inc. (F) in connection with which the form...
A taxpayer is, almost always, bound by the terms of the agreement whichhe willingly enters into. The tax consequences arising from the transaction to which th...
On December 8, 1986, Brunswick Corp. (B) acquired all of the stock of BM Corporation (BM), an 'S' corporation, and USM Corporation (USM), a C corporation. Each acqu...
On October 14, 2008, in a letter from the Office of theChief Accountant (of the S.E.C.) to the Chairman of the Financial Accounting Standards Board (FASB), th...
Sec. 897(a) of the tax code provides that gain or loss of a foreign corporation (or of a non-resident alien individual) from the disposition of a United States...
Sec. 162(a) provides that there shall be allowed as a deduction all the ordinary and necessary expenses paid or incurred during the taxable year in carrying on a trad...
Agrium, Inc. (AGU), a Canadian corporation, is attempting to acquire CF Industries Holdings, Inc. (CF) which is, itself,seeking to acquire Terra Industries. A...
In cases where the fair value of a debt or equity security is less than the cost basis of the security at the "measurement date", U.S. Generally Accepted...
LTR 200912006, December 8, 2008 is, we have no doubt, the ruling that was issued to News Corp. (N) in connection with the transaction in which its affiliate, NDS Grou...
Suncor Energy, Inc. (SU) and Petro-Canada (PCZ) have agreed to merge. The merger will be effected pursuant to a "Plan of Arrangement" under the Canadian B...
A taxpayer seeking to convert difficult to deduct capital losses into ordinary losses might consider entering into a short sale of stock shortly before the ex-divid...
Ordinarily, a "worthless security" loss is a classified as a capital loss. See Sec. 165(g)(1).*This is unfortunate because capital losses are exceed...
The Senate's effort in the area of taxation of bonuses is called the "Compensation Fairness Act of 2009" (S. 651); it has an impressive and therefore ...
Therancor surrounding the bonuses paid to certain executives of A.I.G. has escalated and now, perhaps predictably, Congress has fashioned a "tax solution...
The I.R.S. has published guidanceaddressing the complex tax consequences confronting victims of Ponzi Schemes--referred to in the guidance, more delicately, a...
In some quarters, so-called "mark to market" accounting for financial assets and liabilities has been accorded an inordinate degree of blame for the credi...
Mutual organizations are owned by their members. Typically, such membersoccupy a dual relationship to the organization: as members they have proprietary inter...
On 1/13/06, the I.R.S. issued a Technical Advice Memorandum--LTR 200602034--in which it concluded that theregistered trademarks and tradenames of a business e...
Harrah's Entertainment, Inc. (H) recently announced that its wholly-owned subsidiary, Harrah's Operating Company, Inc. (HOC), is seeking to consummate exchange offe...
LTR 200841017, June 16, 2008 addresses the case of a publicly-traded partnership, C, which is principally engaged, as most such MLPs are, in the acquisition, exploi...
A State of New York Advisory Opinion (Petitioner No. C070517B, TSB-A-08(6)(C), Corporation Tax, November 6, 2008) was recentlyissued to Renaissance Technologi...
Level 3 Communications, Inc. (L3) was in possession of some $9.7 billion in net operating losses (NOLs) when 2008 commenced. However, as reported in its recently-fi...
Ford Motor Co. (F) is beginning the process of restructuring its indebtedness although, unlike G.M., F is not compelled to do so by the terms of loans obtained from...
Mr. Katz owned all of the stock of ELA, a company that he hadfounded and that grew to be very successful in a brief period of time. He entered into a plan and...
Sec. 483 of the Internal Revenue Code applies to a contract for the sale or exchange of property if the contract (i) provides for one or more payments due more than...
President Obama's budget is reflective of his campaign stance and, if enacted, will make good on many ofthose campaign promises. It does entail a major commit...
Citi's recently-filed 2008Form 10-K reveals that it has accumulated some $44.5 billion in netdeferred tax assets (DTAs). These DTAs arise from carryforw...
In a taxable acquisition (as opposed to a tax-free reorganization) a buyer's principal objective, from a tax viewpoint, is to secure a "cost" basis in the...
Citi has announced a recapitalization plan in connection with which preferred securities held by the U.S. Government (USG) and by private investors will be converte...
Several of the corporations that accomplished, in the late 1990s and early 2000s, "inversion" transactions, have now decided that, in order to make their...
CF Industries, Inc. (CF) recently announced that it will take its exchange offer directly to the shareholders of Terra Industries, Inc. (T) in light of the fact tha...
If a corporation redeems its stock and if Sec. 302(b) applies to the redemption such redemption shall be treated as a distribution "in part or full payment in ex...
The tax law frowns upon parachute payments and certain, rather severe, penalties are exacted from both the paying corporation and the recipient "disqu...
Under accounting rules, a deferred tax asset (DTA) is recognized for "temporary differences" that will result in (tax)deductible amounts in future y...
Time Warner (TW)has announced that it intends to effect the distribution of Time Warner Cable's (TWC)stock as a pro-rata distribution (a spin-off) rathe...
Many employees of technology firms exercised employee stock options at the height of the market hysteria now popularly known as the "bubble era". However,...
In a case entitled In re Prudential Lines, Inc. v. PSS Steamship Co., Inc. , 928 F.2d 565 (2nd Cir. 1992), PSS owned all of the stock of PLI. The latter, wi...
TD AMERITRADE Holding Corp. (AMTD) has announced that its Board of Directors has authorized the repurchase of 34 million shares from the family of the company's fou...
In some cases, a corporation which is both created and extinguished in an integrated transaction will be, for tax purposes, disregarded. Thus, a reverse triangular...
The stock market'shistoric decline raises the issue of whether the goodwill existing on Corporate America's collective balance sheet has become "impaired...
Citigroup has transferred some $80 billion of debt securities to the "held to maturity" category. SFAS No. 115, Accounting for Certain Investments in...
It is very unusual, almost unprecedented, for a conference committee, whose objective is to reconcile competing pieces of tax legislation, to drop (from the final b...
Sen. Baucus' Managers' Amendment to H.R. 1, "The American Reinvestment and Recovery Act of 2009", was blocked by Senate Republicans. However, such Manager...
Dow Jones recently reported that a group of telecommunications companies "is seeking to loosen tax rules to allow them to raise equity capital without eroding...
Simon Property Group, Inc. (SPG) is one REIT that's taking full advantage of the I.R.S.'s concession with respect to the composition of a REIT's dividend. Thus, SPG...
Ordinarily, in the case of an accrual method taxpayer, a liability is incurred, and is therefore "taken into account", in the taxable year in which "...
Sequenom, Inc.(S) is proposing to acquire all of the stock of EXACT Sciences Corp. (E) through a two-step process embodying both a tender offer and a&qu...
WMB,in connection withthe seizure of its assets, almost certainly sustained a loss. The amount of the loss which it sustained should be measured by the...
The I.R.S. recently issued Notice 2009-14 for the purpose of providing guidance regarding the application of Sec. 382 of the tax codeto corporate issuers with respe...
The Senate is, slowly but surely, making progress with respect to the tax proposals that will form an integral part of the stimulus bill that President Obama has be...
Recently, Focus Media Holding Ltd. (FMCN) and SINA Corp. (SINA) announced that they had reached agreement on a transaction the structure of which is, in our experie...
It has been reported that General Motors is seeking "relief" with respect to tax liabilities it might incur as a result of the "restructuring plan" it...
The credit crisis has galvanized the I.R.S. (and the Treasury Department)into action. It has issued many ameliorative pronouncements, in the form of Notices and...
FASB has issued (in proposed form) guidance that will increase, dramatically, the frequency with which issuers will be called upon to disclose information regarding the fai...
Gross income, for Federal income tax purposes, means "all income from whatever source derived", including, but by no means limited to, the items expressly enumerated...
The merger agreement filed by Pfizer, Inc. (PFE) with respect to the Wyeth (WYE)deal indicates that the transaction will be structured as a "reverse triangular merger". Thus, PFE...
In most cases, equity securities are, in the hands of the owners thereof, capital assets with the result that gain or loss from the sale or other disposition (includi...
Would taxpayers be less charitable if a tax deduction for charitable contributions was unavailable? We may find out in the case of mutual funds (RICs)and Real...
Although the tax law places numerous restrictions on a buyer's ability to utilize the accumulated (and built-in) losses of an acquired corporation--not the least of...
On Tuesday, January 27, 2009, the Senate Finance Committee (SFC) will begin "marking up"its version of the American Recovery and Reinvestment Tax Ac...
The I.R.S. has announced its intention to more closely examine the Federal incometax profile of foreign persons who make what the agency is referring to as in...
On January 21, 2009 the House, by a comfortable margin (260 in favor and 166 opposed), passed the "TARP Reform and Accountability Act", H.R. 384. The bill...
In any downturn, particularly one that is precipitated by a marked decline in real estate values, the number of properties that are the subject of foreclosure proce...
Vornado Realty Trust (VNO) recently announced that its Board of Trustees has declared a "regular quarterly dividend" of $0.95 per share. This dividend is...
Sec. 108(e)(8) of the Internal Revenue Code provides that, for purposes of determining income of a debtor from discharge of indebtedness, if (i)a debtor corpo...
Chairman Rangel (D-NY), on behalf of the House Ways & Means Committee, has released details of the tax component of the stimulus plan President-elect Obama has...
The Citi (C)/Morgan Stanley (MS)"joint venture" will result in the combination of C's Smith Barney unit with MS's Global Wealth Management Group. Under the term...
Since 1995, Amazon.com (A) has been operating a retail internet business. Its goods are sold online and shipped to buyers worldwide, including to New York. A, howev...
Rep. Rangel (D-NY), the Chairman of the House Ways and Means Committee, has released details of the tax component of the Economic Recovery Package andparticul...
Citigroup (C) has approximately $28 billion worth of deferred tax assets (DTAs) with respect to which a "valuation allowance" (VA) has not been appended....
One would think that a term as pedestrian as "receipts" would have a well-accepted meaning and that parties would not have to litigate thequestion o...
Sen. Ensign (R-NV) has introduced a bill (S 33) which provides debtors with tax incentives to restructure their debts.The bill would add Sec. 108(a)(1)(F) to...
When the words employed in a tax statute are not inescapably ambiguous and the application of those words to the issue under scrutiny would not thwart the purpose o...
In the case of a business combination effected wholly, or at least primarily,through an exchange of equity interests--like the one recently announced by Centu...
Last month, the I.R.S. granted REITs permission to use stock to satisfy up to 90 percent of their dividend paymentobligations. This dispensation was granted f...
Although, in sheer dollar terms, the ruse allegedly perpetrated by Mr. Marc Dreier does not measure up to the one engineered by Mr. Bernard Madoff, press reports in...
There is a powerful lobbying effort underway to insure that the President-elect's tax plan includes a provision that will allow even solvent debtors to exclude canc...
One of the more difficult tax determinations that taxpayers are almost daily called upon to make is whether an outlay is a deductible expense or is, instead, a capi...
Many important tax determinations depend on whether property is properly characterized as "computer software". For example, where an acquisition of a trad...
It now appears clear that President-elect Obama's stimulus plan will, perhaps to secure Republican approval of the plan, be heavily freighted with tax reductions. W...
P Corporation (P) had purchased, on the open market, shares in Novatek (N) on six separate occasionsduring 1995 and 1996. P purchased the shares through a sto...
December 30, 2008 - Volume 2 Issue 343Print Report
In FAA (Field Attorney Advice Memorandum)20084301F, September 25, 2008, States X, Y, and Z each filed a lawsuit against taxpayer, (T), in Federal court, accus...
December 29, 2008 - Volume 2 Issue 342Print Report
FSP FAS No. 107-a establishes enhanced disclosure requirements for certainfinancial assets. It amends the disclosure requirements set forth in SFAS No. 107,&n...
The I.R.S. has issued numerous pronouncements this year designed to insure that adverse tax consequences do not get in the way of transactions that are otherwise he...
December 26, 2008 - Volume 2 Issue 341Print Report
Although the Alternative Minimum Tax (AMT) has received the bulk of its notoriety for the privations it visits on individual, "middle-class", taxpayers, t...
December 24, 2008 - Volume 2 Issue 340Print Report
In order to insure that the estate tax can befunded without having to precipitouslyliquidate the business the value of which accounted for the bulk, if...
December 23, 2008 - Volume 2 Issue 339Print Report
There have been numerous complaints lodged with the Financial Accounting Standards Board (FASB) regarding the rigidity of the rules that currently exist with respec...
Oneelement of the "auto bailout" is the requirement that the recipients of the Treasury Department's loan, G.M. and Chrysler, reduce their funded in...
December 19, 2008 - Volume 2 Issue 336Print Report
A once popular transaction, commonly known as an "inversion", is, due to a combination of unfavorable publicity and legislative actions, no longer being p...
December 18, 2008 - Volume 2 Issue 335Print Report
Even though times are, to put it mildly, challenging, we have witnesseda number of new hedge funds (and other businesses, such as tax and accounting advisory servic...
The tax code provides, in Sec. 165(a),that there shall be allowed as a deduction any loss sustained during the taxable year (which is)not compensated fo...
Hedge funds interested in investing in "the arts" may be encouraged to do so by certain beneficial tax rules that have recently been extended for an addit...
December 17, 2008 - Volume 2 Issue 334Print Report
Eli Lilly (LLY) recently completed the acquisition of ImClone. As a directresult of that acquisition, LLY dramatically reduced its earnings forecast for 2008....
December 16, 2008 - Volume 2 Issue 333Print Report
Liberty Media Corporation (L) recently announced that its board of directors has authorized a plan to distribute to the holders of its Liberty Entertainment group t...
December 16, 2008 - Volume 2 Issue 332Print Report
One of the lesser known aspectsof the government's reaction to thecredit crunch has been an unprecedented relaxation by Treasury and the I.R.S. of punit...
December 15, 2008 - Volume 2 Issue 331Print Report
Investors caught up in the apparent fraud perpetrated by Mr. Bernard Madoff (BM) may find that certain Federal income tax provisions,dealing with taxpayers wh...
December 12, 2008 - Volume 2 Issue 330Print Report
FAA (Field Attorney Advice)20084101F, June 11, 2008, addresses the case of a taxpayer (T) which is a TV network and cable/satellite programming provider. T&nb...
During the course of the credit crisis, the Treasury Department and the I.R.S. have taken steps to neutralize aspects of Sec. 382 of the Internal Revenue Codew...
December 11, 2008 - Volume 2 Issue 329Print Report
Sec. 857(b) provides that "there is hereby imposed for each taxable year on real estate investment trust taxable income of every realestate investment tr...
December 11, 2008 - Volume 2 Issue 328Print Report
Recently, in AM 2008-009, August 21, 2008, the I.R.S. was called upon to answer a question that had been posed to it by numerous taxpayers. The question involved th...
December 10, 2008 - Volume 2 Issue 327Print Report
LTR 200841042, June 17, 2008, addresses the case ofa corporation (T) which maintains an Employee Stock Ownership Plan (ESOP). The plan provides that "the...
Tribune Co. (TRB) announced, on December 8, 2008, that it is filing for bankruptcy. Tribune is an 'S' corporation and, presently, all of its outstanding stock is ow...
The Financial Accounting Standards Board, (FASB), on October 9, 2008, issued two Proposed Statements of Financial Accounting Standards ("Exposure Drafts) one dea...
Under what circumstances, if any, can a partner in a partnership be treated as engaged in the active conduct of a trade or business, for purposes of the spin-off ru...
It is often said that almost every aspect of life and deathembodies a tax consequence and this point was recently made painfully clear in a decision rendered...
Grey Wolf International, Inc. (GW) is scheduled to merge, later this month, with and into a controlled subsidiary of Precision Drilling Trust (PDS)for a combination of cash and...
National Amusements, Inc. (NAI), Sumco, Inc. (SI), and Mr. Redstone himself (SMR) announced that, on November 28,2008, each had sold its entire interest in Midway Games,...
In an attempt to prevent what might be termed "tax arbitrage" the tax law contains rules that are designed to prevent the unfettered enjoyment of certain...
AllianceBernstein Holding L.P. (AB)has a competitive advantage vis a vis its peers that operate as C corporations. AB, by contrast, is a partnership and a par...
Where a controlled foreign corporation (CFC)--a foreigncorporation more than 50 percent of the stock of which is owned by one or more U.S. persons who each&nb...
November 28, 2008 - Volume 2 Issue 318Print Report
Sec. 336(e) was enacted some 22 years ago, in The Tax Reform Act of 1986 (P.L. 99-514), in connection with the repeal, in that Act, of the so-called"Gene...
November 26, 2008 - Volume 2 Issue 317Print Report
Sec. 382(a) of the Internal Revenue Code is designed to inhibit a practice, referred to pejoratively, as"trafficking" in net operating losses (NOLs)...
November 24, 2008 - Volume 2 Issue 315Print Report
Where a domestic corporation acquires the properties of another domestic corporation in a transactionwhich qualifies as a reorganization--for example, in...
November 21, 2008 - Volume 2 Issue 314Print Report
Goldman Sachs (GS) recently announced that it had reached an agreement with Berkshire Hathaway (BH) in connection withwhich GS will issue to BH50,000 sh...
In 1995, Gannett (G) purchased the stock of Multimedia, Inc. (MM). G immediately sold off MM's entertainment and security alarm businesses but chose not to sell its...
November 20, 2008 - Volume 2 Issue 313Print Report
It seems inevitable, as the credit crisis moves into new stages, that many debtors will be seeking to refinance outstanding indebtedness that, under current conditi...
November 19, 2008 - Volume 2 Issue 312Print Report
When property is transferred to a corporation in exchange for stock in such corporation, the exchange will be tax-free to the transferors (even though the value of...
The third quarter earnings reports for both Fannie Mae and Freddie Mac embody massive non-cash charges resulting, primarily, from the establishment, by each such entity, of a substa...
November 17, 2008 - Volume 2 Issue 310Print Report
Sec. 7704(a) of the Internal Revenue Code provides, as a general rule, that a publicly-traded partnership (PTP or MLP) "shall be treated as a corporation"...
November 14, 2008 - Volume 2 Issue 309Print Report
As many investors now know all too well, an auction rate security (ARS) is a security in which the payment rate is reset periodically pursuant to an auction rate se...
A parent company's share of the earnings of a subsidiary is included in consolidated earnings simply by inclusion of the subsidiary in the consolidated financial st...
November 13, 2008 - Volume 2 Issue 308Print Report
Exelon Corp. (EXC) recently announced thatit will launch, through a newly-created subsidiary (EX), an exchange offer for all of the outstanding shares of NRG...
November 12, 2008 - Volume 2 Issue 307Print Report
HLTH Corp. recently announced a massive stock buyback as an alternative to, and in lieu of, its planned merger, subsequently cancelled, with its 84 percent owned subsidia...
Sec. 857(b)(1 ) of the Internal Revenue Code imposes, for each taxable year, a tax on a real estate investment trust's (REIT) taxable income. However, unlike...
A "U.S. shareholder" of a controlled foreign corporation (CFC) is required to include in gross income such U.S. shareholder's share of the CFC's "att...
With the market in the doldrums investors have turned their attention to the vagaries of pension accounting on the theory that a declinein the value of pensio...
The S-4 recently filed by Wells Fargo (WFC) in connection with its acquisition of Wachovia (WB) reveals a change in the structure of the business combination. Originally,...
The warrants that the Treasury Department (TD) is purchasing in connection with the CPP portion of TARP have a 10 year term and are immediately exercisable. The TD will a...
Where a debt instrument is classified as an "Applicable High Yield Discount Obligation" (AHYDO), the issuer will be stripped of its ability to deduct the...
Bank of America (BAC) has gone to some lengths to insure that its pending acquisition of Merrill Lynch (MER) will constitute a tax-free reorganization. However, if...
We read with great interest the plan formulated by Pershing Square LLP with respect to the restructuring of Target Corp. (TGT). The plan involves a strategy that we...
It comes as no surprise that Fannie Mae (FNM) announced, on October 29, 2008, its intention to "take" a valuation allowance against its deferred tax asset (DTA)...
One of the more contentious tax issues that has cropped up over the past few years is the question of whether distributions in redemption of stock held by an Employ...
The issue of who is entitled to the tax refund that will result from the carryback of the losses sustained by Washington Mutual Bank (WAMU) in connection with the t...
The PNC Financial Services Group, Inc. (PNC) and National City Corp. (NCC) signed a definitive merger agreement for PNC to acquire NCC for some $2.23/share. NCC sha...
During the bull market that has now so unceremoniously come to ajarring halt, a new type of corporation appeared on the investment scene and, for a time, thes...
It goes without saying that many important tax determinations turn on the issue of who "owns" a share of stock. For example, the ability to file a consoli...
In 1994, Marriott International, Inc. (M)found itselfin need of some tax deductions and entered into a transaction, the principal element of which was a...
Over the past few weeks, the Fed has taken some "heroic" measures to bolster the Tier 1 Capital ratios of its constituents. We have written about the first two initiatives...
The wash sale rules are, in broad outline, very well known to most investors and traders. However, there are certainintricacies that are not nearlyas we...
One of the provisions of The Emergency Economic Stabilization Act of 2008 (EESA) is designed to address the hardships faced by banks who invested in the preferred s...
Merger arbitrage, in the best of times,is a difficult business. Successful practitioners of this craft must be able to predict the likely outcome of a propose...
Invitrogen Corp. (IVGN) and Applied Biosystems, Inc. (ABI) announced, on October 15, 2008,an amendment to their pending merger agreement. Under the prior term...
The merger agreement,pursuant to the terms ofwhich Wachovia Corp. (WB) will be acquired by Wells Fargo & Co. (WFC), reveals some interesting informa...
NDS Group plc (NNDS) is largely owned by News Corporation (NWS). The latter owns all 42 million sharesof the former's Class B (high vote) stockwith the result...
A corporation shall be considered a Regulated Investment Company (RIC) with the result that itwill beentitled to reduce its taxable income by the divide...
Once again, the I.R.S. is providing relief from certain untoward tax consequences that might otherwise result from the Treasury Department's extraordinary efforts t...
Tri-Continental Corporation (TY) is a closed-end management investment company. Recently, it announced a settlement with a shareholder group whereby the members of...
In LTR 200834016, May 20, 2008, the taxpayer (T) was a physician who practiced medicine through his professional corporation, an 'S' corporation. T was indicted for...
FASB has issued FSP FAS 157-d, a pronouncement of immense importance in light of current market conditions, which has as its objective the "clarification"...
The Emergency Economic Stimulus Act of 2008, popularly known as the "bailout" legislation, contains some tax provisions that will benefit some taxpayers a...
The S.E.C. and FASB took the extraordinary step of issuing, jointly, guidance with respect to the application of SFAS No. 157, Fair Value Measurements , in...
It has been five years since the I.R.S. issued a pronouncement, Notice 2003-65, I.R.B. 2003-40 (September 12, 2003), that had the effect of increasing the value, so...
September 30, 2008 - Volume 2 Issue 272Print Report
Assume a taxpayer owns a parcel of real estate and enters into a contract for the sale of such realty for an ascertainable amount. The buyer remits a down payment, repres...
September 29, 2008 - Volume 2 Issue 271Print Report
The Internal Revenue Servicehas taken decisivesteps to insure that taxpayers who loaned stock or securities to Lehman Brothers, Inc. (LB) will not suffe...
September 26, 2008 - Volume 2 Issue 270Print Report
In contrast to the manner in which the JP Morgan Chase/Bear Stearns deal was carried out, the acquisition by Bank of America (BAC) of Merrill Lynch (MER) is intende...
September 25, 2008 - Volume 2 Issue 269Print Report
Recently, the Federal Reserve Board requested public comments on an interagency notice of proposed rulemaking that would alter the manner in which a banking organiz...
September 24, 2008 - Volume 2 Issue 268Print Report
Although it is generally preferable to defer reporting income for tax purposes, certain taxpayers, in exigent circumstances, will seek to do the exact opposite: The...
September 23, 2008 - Volume 2 Issue 267Print Report
Mr. Charles W. Ergen has, a recently filed Form 4 reveals, transferred some 75 million Class B common shares of DISH to a trust for the benefit of his children. The...
September 22, 2008 - Volume 2 Issue 266Print Report
In connection with the acquisition of Folgers Coffee Company (FCC)by JM Smucker Company(SJM), the latter has announced the payment of a $5 special divid...
September 19, 2008 - Volume 2 Issue 265Print Report
What, if any, tax rules operate to discourage a spin-off which closely follows an acquisition of the distributing corporation's stock? The onepotential impedi...
September 17, 2008 - Volume 2 Issue 263Print Report
The Financial Accounting Standards Board (FASB) is proposing changes to the manner in which earnings per share (EPS)is calculated. The vehicle for the changes...
September 16, 2008 - Volume 2 Issue 262Print Report
Met Life's (M) "split-off" of Reinsurance Group of America (RGA) is one of the most highly engineered transactions we have ever encountered. The private l...
September 15, 2008 - Volume 2 Issue 261Print Report
Discovery Holding Company (DHC) was, several years ago, spun-off from Liberty Media. DHC is now undertaking its own spin-off in conjunction with a series of re-stru...
September 12, 2008 - Volume 2 Issue 260Print Report
When property is "involuntarily converted" in one of certain enumerated ways specified in Sec. 1033the tax code, the taxpayer can elect to defer the...
September 11, 2008 - Volume 2 Issue 259Print Report
Hovnanian Enterprises, Inc. (HOV) announced, on August 4, 2008, that its Board of Directors has adopted a "shareholder rights" plan but not for the usual...
September 10, 2008 - Volume 2 Issue 258Print Report
One of the most difficultdeterminations a tax accountant is called upon to make is whether a sum of money received by a taxpayer is properly characterized as...
September 9, 2008 - Volume 2 Issue 257Print Report
In addition to all of their other woes, Fannie Mae and Freddie Mac are, almost certainly, "loss corporations" for Federal income tax purposes. A loss corp...
September 9, 2008 - Volume 2 Issue 256Print Report
On the dubious theory that the startling increase in oil prices (which, of late, certainlyseems to have abated) is caused, at least in part, by persons w...
September 8, 2008 - Volume 2 Issue 255Print Report
The private letter ruling that was issued to Loews (L) in connection with its split-off of Lorillard (LO) was recently released by the I.R.S. for public consumption....
September 5, 2008 - Volume 2 Issue 254Print Report
Idearc, Inc., (I)the exclusive publisher of Verizon's yellow and white pages, was spun-off from Verizon (V), in November, 2006. The spin-off featured a debt f...
September 4, 2008 - Volume 2 Issue 253Print Report
Liberty Media Corporation (L) announced on September 3, 2008 that its board of directors has authorized its management to "proceed with thedevelopment of...
September 3, 2008 - Volume 2 Issue 252Print Report
Allscripts Healthcare Solutions, Inc. (A) is inching closer towards completing its transformative deal with Misys plc (M). On September 22, 2008, the Ashareho...
September 2, 2008 - Volume 2 Issue 251Print Report
Over the course of a recession corporate inventories tend to accumulate, particularly at companies that were unsuccessful in accurately forecasting the (depressed)...
In Rev. Rul. 2007-49, 2007-31, I.R.B. 237, a group of investors formed a corporation (X). In exchange for Mr. A's agreement to perform services on behalf of X, X,...
Under Sec. 212(1) of the Internal Revenue Code, an individual is allowed a deduction for all of the ordinary and necessary expenses paid or incurred during the taxa...
Sec. 162(a) of the Internal Revenue Code provides that there shall be allowed as a deduction all of the "ordinary and necessary" expenses paid or incurred durin...
Can a candidate for a Masters of Business Administration (MBA) degree deduct, for Federal income tax purposes,her educational expenses? This is a question that...
General Electric's (GE) effective tax rate, for the year ended December 31, 2007, was only 15.5 percent. The statutory rate, of course, is 35 percent. Virtually all...
Tribune Company (TRB) is an 'S' corporation. Its 'S' corporation election filed on March 14, 2008became effective on January 1, 2008. Sec. 1363(a) provides that &qu...
It is well-known that, in light of their different goals and objectives, income tax accounting and financial accountingtreat, in many cases,identical it...
Teva Pharmaceutical Industries, Ltd. (T) and Barr Pharamceuticals, Inc. (B) have entered into a definitive agreement pursuant to which T, a foreign corporation, will acqu...
Rev. Rul. 2008-35 tackles the issue of whether a taxpayer a portion of whose assets are held in a Restricted Management Account (RMA) at a bankmay, in li...
The merger of NYMEX with and into a subsidiary of CME, a transaction intended to qualify as a reorganization under Sec. 368(a)(1)(A), has run into some turbulence fr...
Sec. 163(a) of the Internal Revenue Code provides, generally, that there shall be allowed as a deduction all interest paid or accrued within the taxable year on indebtedn...
Where a corporation makes a distribution of property to one or more of its shareholders "with respect to its stock", the distribution will be included in the re...
The I.R.S. may well have to pay out a large number of tax refunds as a result of a decision rendered by the United States Court of Federal Claims in a case entitled F...
Recently, the boards of directorsof Ashland, Inc. (A) and Hercules, Inc. (H) reached an agreement with respect to a transaction in which A would acquire all of the...
In Chief Counsel Advice Memorandum (CCA) 200826006, March 12, 2008, the taxpayer (T) was a retailer of consumer products which had adopted a "cash rebate program&quo...
Potlatch Corporation (PCH), a real estate investment trust (REIT), recently announced that its Board of Directors had approved a plan pursuant to which PCH will spi...
Bristol-Myers Squibb Company (BMY) recently announced a proposal in which it seeks to enter into an agreement to acquire ImClone Systems, Inc. (IMCL)for $60 p...
Internet Capital Group, Inc. (ICGE) is a company which both builds and acquires internet software and service companies. ICGE refers to these companies as its "...
Reg. Sec. 1.451-1(a) provides that gains, profits, and income are to be included in gross income for the taxable year in which they are eitheractually or...
Frequently, corporations are required, in order to secure the services of a professional, to pay such professional a "retainer fee". In some cases, the fee...
During the years 1973 through 1981, Texaco, Inc. engaged insales of crude petroleum and refined petroleum products at prices that exceeded the price controls set by...
LTR 200830009, April 11, 2008 considers certain tax consequences associated with a "typical" private equity transaction. The conclusions the ruling reache...
In the Revenue Act of 1987 (P.L. 100-203), Congress passed provisions designed to prevent the erosion of the corporate tax base. During the years leading up to the enactm...
Rev. Rul. 2008-12, 2008-10, I.R.B. 520, addressed the case of a taxpayer (LP)who was a partner in a partnership (perhaps a hedge fund) that is engaged in the trade...
In order for a Real Estate Investment Trust (REIT) to preserve its status as such, substantially all of its gross income must be derived from certain sources, most n...
The acquisition of Countrywide (C) by Bank of America Corp.(B) was recently completed and preliminary details regarding the accounting for this transaction--w...
Rev. Rul. 2008-39 addresses the tax treatment of management fees paid by a partnership--popularly known as a "fund of funds"--which is, itself, a partner in one...
When a C corporation seeks toelectto be taxed as a Real Estate Investment Trust (REIT) it must, among other things, rid itself of its earnings and profit...
On July 16, 2008, Cleveland-Cliffs, Inc. (CLF) and Alpha Natural Resources, Inc. (ANR) announced that each suchentity's board of directors had approved a defi...
When a corporation sells assets to another corporation, it is often a matter of indifference to the seller whether, in cases where the deal has to be financed, it receive...
The Bankruptcy Code provides a stamp tax exemption for any asset transfer under a plan confirmed under Chapter 11 of the Bankruptcy Code . At issue in a case whic...
The Financial Accounting Standards Board (FASB) has signaled its intention to revise two important accounting pronouncements for the express purpose of making these...
The Wall Street Journal for July 10, 2008 ran an article in its regular Breaking Views column regarding an interesting, tax-oriented, aspect of the pote...
In the early '90s, with (if you can imagine it) oil prices severely depressed, many integrated oil companies were holding properties the market value of which was substan...
On June 24, 2008, Eastman Kodak Company (EK) announced that its Board of Directors had authorized a stock repurchase program totaling as much as $1 billion of the company...
For the second time since early June, 2008 the I.R.S. has taken decisivesteps to prevent what it obviously considers one of the most objectionable tax outcomes in the...
Under Sec. 61(a)(12) of the Internal Revenue Code, gross income includes incomefrom the discharge of indebtedness. However, certain exceptions to this general rule...
Sec. 1091(a) provides that in the case of any loss claimed to have been sustained from any sale or other disposition of shares of stock or securities where it appears tha...
Digimarc Corporation (D) is engaged in two businesses; the "secure ID" business and the "digital watermarking" business. L-1 Identity Solutions, Inc....
Sec. 951 of the Internal Revenue Code requires a "U.S. shareholder" of a Controlled Foreign Corporation (CFC) to include in its gross income its pro-rata share...
In the case of a spin-off, ordinarily a whollytax-free transaction, the possibility for income recognition, on the part of both the distributing corporation and the...
Kraft Foods, Inc. (K) will be divesting its Post Cereals business (P) in a tax-efficient manner. In fact, Kshould be able to retire an amount of itsstock (uti...
The staff of the Financial Accounting Standards Board (FASB) has, it seems, increased the rate at which accounting guidance is being issued. The latest offering involves...
For many years, SunTrust Banks, Inc. (STI) has owned shares in Coca-Cola (KO). These shares have been, and continue to be, highly appreciated. Currently, the "unreal...
The Internal Revenue Code, at Sec. 162(m)(1), imposes certain limitations on a publicly-held corporation's ability to deduct certain compensation paid to a group of emplo...
It seems hard to believe, I know, but the Internal Revenue Code actually imposes, with respect to certain highlyobjectionable transactions, a 100 percent tax. For e...
The I.R.S. has recentlyobserved that "...in response to recent auction failures, issuers and third parties mayseek to add liquidity facilities to auction...
Rev. Rul. 2008-30 addresses the case of a regulated public utility (U) that operates and maintains sewer lines and sewerage disposal plants. U charges a "customer co...
MasterCard Incorporated (M) announced, on June 25, 2008, that it had reached an agreement to settle its outstanding litigation with American Express (A). The form of the...
A foreign person's investment in United States real property is robbed of some of its allure by the specter of income taxes. Thus, under Sec. 897(a) of the Internal Reven...
New Jersey, in common with most States, taxes the income of a multistate enterprise by applying an "allocation factor"tothe group's total income. Th...
Willis Group Holdings Limited (W) and Hilb Rogal & Hobbs (H) recently announced a transaction in which H will be absorbed by W in a transaction that will be structure...
On June 5, 2008, The Great Atlantic & Pacific Tea Company, Inc. (GAP) announced that it had "settled",for cash amounting to $45.7 million, some 4.657...
Where a spin-off (or, for that matter, a split-off) is part of a 'D' reorganization--because the distributing corporation transfers property to the controlled corporation...
The acquisition of a Real Investment Trust (REIT) almost always takes the form of an asset acquisition. This format enables the buyer to secure a "cost basis" i...
The benefits of deferring compensation are well-known. The hope is that these amounts will be includible in gross income in a taxableyear, subsequent to the employe...
LTR 2008823012, March 10, 2008, addresses the often-encountered, but surprisingly elusive,question of how termination fees (sometimes known as "break-up"...
Many important "users" of financial statements, particularly in uncertaintimes like those in which we nowfind ourselves, have groused that companies...
Applera Corp. (A) and Invitrogen Corp. (I) have announced a business combination in which A will be merged with and into a LLC created by I for purposes of the transaction....
When an enterprise sells its products but affordsthe buyers a right to returnsuch products,revenue from the sales transaction is to be recognized, for f...
Capital One Financial Corporation (CO) owns subsidiaries whose principal business activity is the issuance of credit cards. These subsidiaries are among the largest such...
Many private equity (PE) enterprises in possession, on behalf of their clients, of a stable of portfolio companies, may find that one or more these investments have not &...
In general, a publicly-traded partnership (PTP) is treated, for Federal income tax purposes, as a corporation. See Sec. 7704(a). A PTP, in turn, is defined as a par...
O'Reilly Automotive, Inc. (O) and CSK Auto Corporation (C) are taking steps to implement the merger agreement the parties entered intoon April, 1, 2008. The transac...
It has become standard operating procedurefor corporations engaging in spin-off transactions to, in addition to accomplishing the corporate business purpose or purp...
It ishardly arevelation that the credit derivative market has exploded over the recent past yet, in many (if not most)cases, investors are blissfully&nb...
Franchises, including bank charters and insurance charters, can be exceedinglyvaluable commodities. Ordinarily, however, the charter, alone, cannot be sold. Instead...
One of the most popular tax shelters of the recent past, the so-called "SILO",was dealt a stunning blow at the hands of the U.S. District Court for the No...
Debt instruments which contain a "pay in kind" (PIK) feature are considered to have been issued with Original Issue Discount (OID). OID is defined, in Sec...
One of the most widely-recommended tax planningstrategies isthe donation ofappreciated property to an organization to which tax deductible contributions...
In light of the recentturmoil surrounding the purveyors offinancial guarantee insurance, the Financial Accounting Standards Board (FASB) decided it was high&n...
For the second time in the past six years, theProcter & Gamble Company(PG) and theJ. M. Smucker Company (SJM) will be collaborating on a tax-efficient...
Smith International, Inc. (SII) and W-H Energy Services, Inc. (WHQ) recently announced a "strategic combination" that will be structured as a "forward"...
"...A sale by one person cannot be transformed...into a sale by another (person) by using the latter as a mere conduit through which to pass title..." See <...
MetLife, Inc. (M) presently owns 51.8 percent of the outstanding common stock of Reinsurance Group of America, Inc. (R). Some 3,000,000 shares of R were purchased by M in...
An ‘S' corporation that was formerly a C corporation-for example Tribune Corp.-may be taxed on a particular variety of income know as "net recognized built-in...
One of the most difficult tasks a tax adviser is called upon to accomplish is the extraction of earnings from a U.S. corporation's foreign subsidiaries in a "tax-eff...
Clear Channel Communications, Inc. (CCU) recently announced that the company, the sponsors of its long-running LBO, and the financiers of such LBO, had entered into a set...
In some cases, a corporationis desirous of increasingits dividend payout but, in order to minimize the drain on the company's resources that such higher divid...
A taxpayer owns real property the acquisition of which was financed, largely, with debt. Assume that the mortgage secures a recourse obligation against the taxpa...
Virtually all "accessions to wealth" over which the taxpayer has "dominion and control" constitute gross income under Sec. 61 of the Internal Revenue...
UBS's setbacks in the mortgage securities arena have caused it to visit the marketplace for the purpose of replenishing the capital its mortgage losses have eroded. Its l...
The United States shareholders of a Controlled Foreign Corporation (CFC; a foreign corporation more than 50 percent of the voting power or value of the stock of which is...
The Financial Accounting Standards Board (FASB) has finalized its "guidance" with respect to the accounting for a certain, immensely popular, variety of convert...
In the case of a spin-off or split-off to which Sec. 355 applies, the Internal Revenue Code (see Sec. 312(h)(1))provides that "proper adjustment" with respe...
Where property is transferred by one or more persons to a corporation in exchange forthe latter'sstock, no gain or loss will be recognized by such transferors...
Time Warner, Inc. (TWX) and Time Warner Cable, Inc. (TWC) announced, on May 21, 2008, that their respective boards of directors have approved an agreement that will resul...
NRG Energy, Inc. (N) recently proposed a business combination with Calpine Corp. (C) in connection with which N would acquire each of C's outstanding shares in exchange f...
Where the assets or stock acquired in a potentialreorganizationaretransferred shortly after the reorganization, the issue arises whether such transfer w...
After a surprising loss in the District Court in Colorado regarding the efficacy of an "option" Son of Boss transaction, the I.R.S. scored a decisive victory, i...
With respect to the taxation of interest on municipal bonds, some States exempt interest on their own bonds from taxes which are, nonetheless, imposedwith respect t...
In order for a merger, or any other "acquisitive" transaction for that matter, to qualify as a tax-free reorganization, both the terms of the specifications (fo...
On May 7, 2008, Rainbow Media Holdings LLC, a programming subsidiary of Cablevision Systems Corporation (CVC), announced that it had reached an agreement to acquire the&n...
A corporation's acquisition of the stock of another corporation can qualify as a reorganization under Sec. 368(a)(1)(B) if the stock is acquired in exchange solely for th...
Clearwire Corporation (C) and Sprint Nextel Corporation (S) announced, recently, that they have entered into a definitive agreement to combine their "next generation...
If a foreign corporation is a Controlled Foreign Corporation (CFC; a foreign corporation more than 50 percent of the voting power or value of the stock of which is owned...
Generally accepted accounting principles (GAAP) normally requires the use of historical cost with respect to inventories and only in one case is a departure from this sta...
Sprint Corporation (S) isin the process of evaluatingits options with respect to Nextel Communications (N), its wholly-owned subsidiary, and, apparently, ...
It seems likely that Tribune's plans for divesting assets will feature, prominently, a tax-saving technique popularlyknown as a "leveraged partnership"...
Elections under Sec. 338(h)(10) are frequently made. They are ordinarilybeneficial because the election provides a buyer of corporate stock with acost basis i...
On April 30, 2008, Genesco, Inc.(GCO) announced that its Board of Directors had declared a dividend on its common stock in order to distribute 6,518,971 shares of C...
Time Warner, Inc. (TWX) has announced its intentionto distribute the stock of its controlled subsidiary, Time Warner Cable, Inc. (TWC) in the near future. No details...
One of the more popular tax shelters of the recently concludedtax shelter era, a technique that wasemployed extensively by financial institutions, was the so-...
Mr. Taghadoss was employed by WorldCom (W) for more than 17 years. During that span, he received stock options which he had exercised on October 31, 2000. He also acquire...
The I.R.S.'s unblemished record in "Son of Boss" cases came to ascreeching halt in Colorado the other day with its loss in the District Court of Colorado...
Where an investment in voting stock gives the investor the power to exercise "significant influence" over the operating and financial policies of the investee,...
Real Estate Investment Trusts (REITs) are not, contrary to popular belief, statutorily exempt from tax. Theirfavorable taxstatus necessitates the taking...
Sec. 2001 of the Internal Revenue Code imposes a tax on the transfer of the taxable estate of every decedent who is a citizen or resident of the United States. For this p...
Leucadia National Corporation (L) and Jefferies Group, Inc. (J) recently announced an unusual transaction in which each corporation will exchange shares of its authorized...
Many issuers will find that the debt they recently issued is, due to the well-publicized upheavals that the capital markets have undergone, trading at a substantial disco...
PDL BioPharma, Inc. (PDL) announced, on April 10, 2008, that its board of directors had reached two momentous decisions. The board declared a "special cash dividend&...
Sec. 162 of the Internal Revenue Code provides that there shall be allowed as a deduction all of the "ordinary and necessary" expenses paid or incurred during t...
On August 7, 2006, the Treasury Department and the Internal Revenue Service published proposed regulations, Prop. Reg. Sec. 1.1221-1(e), under Sec. 1221(a)(4) of the Internal Revenu...
It has been reported that Tribune Co. has reached an agreement in principle to "sell" Newsday to News Corp. The "selling price" would be in neighborho...
As of the end of its most recent fiscal year, Fannie Mae (F) was reporting some $12.967 billionof "net deferred tax assets" against which no "valuati...
Cypress Semiconductor Corp. (CY) currently owns some 44.5 million Class B common shares of SunPower Corp. (S). The Class A common stock of S is widely-held and publicly-t...
When a covenant not to compete is entered into in connection with the sale of abusiness (or an interest therein), the sellerwill besaddled with ordinary...
At issue in a case entitled MeadWestvaco Corp. v. Illinois Department of Revenue _US_(2008) was the ability of the State ofIllinois to tax a portion of the...
Delta Air Lines, Inc. (D) and Northwest Airlines Corp. (N) haveannounced that they have entered into a merger agreement pursuant to which D will be the issuing corpor...
Quanex Corporation (NX) recently announced that its Board of Directors has set April 23, 2008 as both the record date and distribution date for the previously-announced s...
The S-4 regarding the business combination to be executed by JP Morgan Chase, Inc.(JPM) and Bear Stearns Companies (BSC) was filed with the S.E.C. on Friday, April...
In order fora spin-off to qualify for tax-free status, it is necessary that the distributing corporation (T) be "in control" (within the meaning of S...
In order to qualify for the special tax treatment afforded to Real Estate Investment Trusts (REITs) numerous requirements, regarding the composition of the entity's asset...
In some cases, Congress will grant, in connection with the enactment of a statute, the I.R.S. broad authority to promulgate rules and regulations for the implementation o...
Novartis International AG (NO), to further strengthen its healthcare portfolio, has reached an agreement with Nestle S.A. (NE) to acquire a 25 percent stake i...
A taxpayer, Mr. Muskat (M), was the President and controlling shareholder of a corporation (JP) which had beenengaged, since 1933,in a very successfulme...
Washington Mutual, Inc. (WM) recentlyannounced that it has entered into definitive agreements to raise an aggregate $7 billion through a direct sale of "equity...
No accounting issue has received more attention, during the course of the "credit crisis", than the question of how one properly accounts for financial assets a...
Sec. 166(a) of the Internal Revenue Code provides that "there shall be allowed as a deduction any debt which becomes wholly worthless within the taxable year".&...
When a "loss corporation" experiences an "ownership change", certain limits are placed upon its ability to utilize its net operating losses (NOL). An...
The Senate is moving rather quickly, on a bipartisan basis,towards the passage of a stimulus bill that is primarilydirectedtowards stabilizing the housi...
On March 17, 2008, NYMEX Holdings, Inc. (NMX), entered into an agreement and plan of merger with CME Group, Inc. (CME) pursuant to which NMX will be merged with and into...
UBS AG (UBS), in connection with its "Capital improvement program" (See Form 6-K, dated January 10, 2008),will beforegoing the payment of a cash div...
Apurchasing corporation'sobjective, in the case of a taxable acquisition of another corporation, is (at least from a tax point of view) to secure a cost b...
In order for a corporation to qualify as a Real Estate Investment Trust (REIT), numerous requirements must be satisfied. The most prominent requirements relate to the sou...
Recently, Rite Aid Corporation (RAD) made a stunning announcement. The company stated that in compliance with Statement of Financial Accounting Standards (SFAS) No. 109,...
In March, 2008, the Division of Corporation Finance (of the S.E.C.) sent an eagerly-anticipated letter to certain public companies (presumably those in the financial serv...
One designation which is always best to avoid is that of a "Passive Foreign Investment Company" (PFIC). A PFIC is, at the end of the day, nothing more than ...
In order for a corporation (or trust or association) to qualify for the favorable tax treatment afforded Real Estate Investment Trusts (REITs), numerous requirements must...
Sec. 1031(a) of the Internal Revenue Code provides that no gain or loss shall be recognized on the exchange of property held for productive use in a trad...
Sec. 59(e) of the Internal Revenue Code provides that any qualified expenditure to which an election applies shall be allowed as a deduction, ratably, over the 10...
The Financial Accounting Standards Board (FASB) has decided to issue final guidance with respect to the accounting treatment of a popular security known, at least in acco...
New York State ("New York" or "the State"), as do most other states, permits or requires related corporations to report (for tax purposes) their resul...
In theaftermath of its settlement with the I.R.S. regarding the deductibility of interest accruals with respect to its numerous issues of exchangeable debentures (t...
Two of the mostprominent corporate separations of the recent past are (i) the distribution by News Corp. (N) of its stock in DirecTV (D), along with some other asse...
When a parent liquidates a subsidiary (the subsidiary's assets are distributed to the parent in exchange for, and in complete cancellation andredemption of, the par...
It seems abundantly clear that, given the precipitous decline in the price of the stock, most shareholders of The Bear Stearns Companies, Inc. (BSC)are "sittin...
Where a taxpayer borrows a sum of money, the proceeds of the borrowing does not constitute gross income because the influx of assets isprecisely offset by the oblig...
The Financial Accounting Standards Board (FASB) has put forth a proposal that would dramatically increase the volume and "quality" of disclosures that an employ...
The proposed transaction, althoughat this point we are still in the dark regarding the structure to be employed, in which JPM will be acquiring BSC, will most likel...
On March 18, 2008 Allscripts (A) and Misys Plc (M) announced that they had inked a definitive merger agreement. The agreement envisions a multi-step transaction in which...
Even assuming that the reported book value (some $84/share) of The Bear Stearns Companies (BSC)is overstated because substantial asset write-downs have yet to be in...
Applera Corp. (A) has two classes of tracking stock outstanding. One such class was issued to reflect the performance of its "Celera Group" activities. For seve...
Many observers believed that Weyerhaeuser (WY), which had announced its intention to explore strategic options with respect to its Containerboard, Packaging, and Recyclin...
The "Research Credit" has expired but, before too long, Congress will, if past practice is any guide, get around to extending it for at least oneadditiona...
Certain tax penalties are triggered by acquisitions of control of a corporation and others are activated by dispositions of the stock of a corporation. For example,...
Two weeks ago, we reviewed the results of a study performed by Mr. Martin A. Sullivan for Tax Notes the results of which were a little unsettling. (SeeThe Wi...
A company organized in the United States, New York Guangdong Finance, Inc. (NY), in the early '90s, entered into loan transactions with two, affiliated, foreign corporati...
The Internal Revenue Code, within certain specified limits, allows taxpayers to obtain a tax deduction for losses they sustain. Thus, in general, Sec. 165(a) andReg...
By far, the most frequently litigated tax issue of the recent past concerns the question of whether Antarctica is, for purposes of Sec. 911, a "foreign country"...
Berkshire Hathaway, Inc. (BH) has owned for more than five years some 16.3 percent of the stock (1,724,200 shares)of White Mountains Insurance Group, Ltd. (WM). Now t...
Congress has always shown a keen interest in preventing what it has referred to, pejoratively, as "trafficking" in Net Operating Losses (NOLs). Accordingl...
Fannie Mae's (F)consolidated balance sheet reflects a "net deferred tax asset" amounting to $12.967 billion. There is much emphasis placed uponF's &...
Included in the package of securities that Ambac Financial Group, Inc. recentlyissued to shore up its depleted capital basewas, in addition to its common stoc...
Genesco, Inc. (G) has entered into a settlement agreement with Finish Line, Inc.(FL; itserstwhile merger partner) and with UBS Securities LLC (UBS; the...
A buyer's objective, from a tax viewpoint, with respect to an acquisition, is to secure a "cost basis" with respect tothe target's assets. However, when a...
The tax consequences of distributions of property (within the meaning of Sec. 317(a))by a corporation to its shareholders with respect to its stock is governed by S...
Today, the House Ways & Means Select Revenue Measures Subcommittee will be holding hearings that will be of more than passing interest to a large cohort of Wall Stree...
Liberty Media Corp. (L) has, through the years,issued some $4.5 billion of exchangeable debentures . These debentures, which pay onlynominal interest, a...
A recent study in Tax Notes (Volume 18, No. 110, March 3, 2008)performed by Mr. Martin A. Sullivan demonstrates, conclusively, that U.S. corporations are r...
Although a spin-off is, invariably, "carried out" for one or more corporate business purposes, some distributing corporations are reluctant to undertake spin-of...
Sprint Nextel Corporation's (S)fourth quarter earnings release contained a rather unsettling piece of information. It revealed one of the largest write-offs o...
Many important tax determinations turn on establishing that an amount or quantity is substantial . For example, a transaction will qualify as a reorga...
The battle between the I.R.S. and Master of Business Administration (MBA) candidates seeking a tax deduction for the expenses of earning that prestigious degree rag...
Whether a client can deduct, for tax purposes, the fees charged by an investment advisor is, for obvious reasons, an important issuefor readers of The Willens Report....
Although most tangible personal property benefits from the accelerated cost recovery system provided for in Sec. 168 of the tax code (typically, this property is deprecia...
On February 25, 2008 Dow Jones Newswires reported that the Federal Communications Commission (FCC) "gave the green light" to the widely-publicized transaction i...
United Airlines (UAL), on January 23, 2008, made a "special distribution" to its shareholders (of record as of January 9, 2008) in the amount of $2.15 per share...
Even where a spin-off (or split-off) meets each of the "base" requirements of Sec. 355, things can still go awry if the distribution is made, in substantial part,...
In order for a Real Estate Investment Trust (REIT) to maintain its tax-favored status (REITs, unlike other corporations, are entitled to a tax deduction for the dividends...
CCA 200808019, November 13, 2007, addresses the case of a taxpayer (T/P) who founded Corporation (C). Shortly after its founding, C engaged in an initial public offering...
A recently-issued private letter ruling, LTR 200804004, signaled a radicalchange in the I.R.S's position regarding the nature of certain compensation paid to exec...
Staples, Inc. (S), on February 19, 2008, unveiled a proposal to acquire all of the outstanding shares of Corporate Express NV (C). The all cash proposal, according to S's...
Many hurdles will have to be overcome before a business combination of Delta AirLines, Inc.(D) and Northwest Airlines Corp. (N)can be undertaken. Apparently,...
Certain limits are imposed on a non-corporate taxpayer's ability to deduct interest expense. Thus, such a taxpayer is not entitled to a tax deduction for personal int...
We now know that the deal in which Inverness Medical Innovations, Inc. (I)will be acquiring Matria Healthcare, Inc. (M) is intended to qualify as a tax-free reorganiz...
Stamps.com, Inc. (S) has sustained a net operating loss (NOL) which it will use, unless restricted by certain tax law provisions, to offset its future taxable income.&nbs...
One of the failings. in the view of many observers, of our tax system, in addition to its mind-numbing complexity, is the fact that, in many cases, the manner in which a...
In 1990, in Rev. Rul. 90-27, 1990-1 C.B. 50, the I.R.S. issued a ruling regarding certain tax aspects of "auction-rate" preferred stock. At the time, the...
In LTR 200807005, November 9, 2007, the taxpayer (T/P) owned a parcel of real estate which had been held by him for "productive use in a trade or business".&nbs...
Ordinarily, the gain or loss realized from the exchange of property for other property "differing materially either in kind or in extent" is treated as income o...
This report calls your attention to some tax developments, emanating from various locales in Washington, D.C. (specifically Congress and the I.R.S.), thatshould, ...
The ground-breaking Clear Channel Communications (CCU) buy-out is finallynearing completion. On February 13, 2008the last regulatory hurdle was cleared as the...
Schering-Plough Corp. (SGP) reported, for its fiscalfourth quarter, a net loss of $3.4 billion, or $2.08/share. However, this loss can be traced to "purc...
Diamond Management & Technology Consultants, Inc. (DMT) announced an intention to repurchase, through a Dutch Auction mechanism, some 5,000,000 of its outstanding sha...
On January 1, 2008, EchoStar Communications Corp. (ECC) completed the distribution of all of the shares of EchoStar Holding Corp. (ECH) in a spin-off intended to qualify...
The final details of"The Economic Stimulus Act of 2008", H.R. 2140, (the Act)have been released and, in the interest of completeness, we will report...
Where a corporation which possesses Net Operating Losses(NOLs)is under the jurisdiction of the court in a "Title 11 or similar case" (a receivership...
Where a corporation is completely liquidated, it transfers all of its assets to its shareholders--be they cash or property--and the shareholders assume the corporation's...
Where a "loss corporation" (a corporation entitled to use a net operating loss carryover or having a net operating loss for the taxable year in which an ownership cha...
The "Economic Stimulus Act of 2008", H.R. 2140 (the Act), was passed last night by both the House of Representatives and the Senate, in each case by overwhelmin...
A "Heard on the Street" article, by David Reilly, in the February 6th edition of The Wall Street Journal , describes the transaction that Lennar Corp. (...
The information contained in the press release describing the merger agreement entered into by Inverness Medical Innovations, Inc. and Matria Healthcare, Inc. was, as it...
CNET Networks, Inc. (CNET) reported, on February 5, 2008, an astonishing jump in its quarterly earnings relative to the earnings CNET reported in the comparable quarter o...
Sec. 2057 of the tax code, addressing an estate tax issue, is currently dormant but is scheduled to be re-instated in the case of estates ofdecedents dying after De...
The tax rate imposed on a corporation's net capital gain is capped at 35 percent. See Sec. 1201(a). The net capital gain is the excess of the net long-term capit...
A typical Initial Public Offering (IPO) transaction might entail a transfer by a corporation (X) of the assets and properties ofone of its (unincorporated) division...
Sec. 1031(a)(1) of the Internal Revenue Code provides that no gain or loss shall be recognized on the exchange of property held for productive use in a trade or business, or fo...
The press release describing Microsoft's (MSFT) stunning proposal to the Board of Directors of Yahoo! (YHOO) "to acquire all the outstanding shares of YHOO common st...
Altria Group, Inc. (MO), on January 30, 2008, provided, in a press release, certain salientdetails surrounding its distribution of the stock of its wholly-owned sub...
On January 29, 2007 the House passed, by a wide margin, its version of the economic stimulus plan. Its plan entails approximately $146 billion in tax rebates and "bu...
On January 28, 2007, inan 8-K filing, QwestCommunications International, Inc. (Q) supplied some interesting information regarding the likely tax consequences...
Inverness Medical Innovations (IMA) and Matria Healthcare, Inc. (MATR) announced, onJanuary 28, 2007, that they have entered into a definitive agreement pursuant to w...
Where mutual organizations--those entitiesthat are owned by their "members"; the policyholders in the case of a mutual insurance company and the share acc...
On May 23, 2000, Ernst & Young (EY) entered into a transaction with Cap Gemini, S.A. (CG) in which EY together with its "accredited consulting partners" (ACPs) co...
The question of whether executive compensation is, in general, excessive has been a hotly debated one. Studies have shown that executive compensation now represents a lar...
Surprisingly, the Bush administration and Congressional leaders have reached a tentative agreement regarding the contours of an economic stimulus package which, for individual taxpa...
Bank of America (BAC)has announced its intention to shore up its "Tier 1 Capital" ratios through the issuance of equity securities. Apparently, the bank i...
A recent article in Barron's , in which the value of Loews Corp. (LTR) was assessed on a "sum of the parts" basis, suggested that the value of LTR's net a...
One of the more controversial pronouncements issued by The Financial Accounting Standards Board (FASB) in the recent past, and the one with perhaps the most far-reaching...
Cypress Semiconductor Corp. (CY) owns all of the Class B shares of SunPower Corp. (S). These shares represent approximately 90 percent of the total combined voting power...
General Mills (GIS)has longmaintained an Employee Stock Ownership Plan (ESOP). All of the assets of the ESOP were held and owned by a Trust established for th...
The merger agreement, in connection with which Bank of America (BAC) and Countrywide Financial Corporation (CFC) will be combined, has been published and it reveals the format...
The taxable income of an individual taxpayer is calculated by subtracting from the individual's adjusted gross income (AGI) the itemized deductions incurred by such in...
MGM Mirage (MGM) and Dubai World (DW) announced, on January 16, 2008, that they have amended the terms of their offer to acquire MGM stock. Thus, MGM and DW are now seeki...
A number of states have enacted statutes that provide for the creation of a legal entity known as a protected cell company (PCC). These entities enter into arran...
Tribune Corp. (TRB), as is by now quite well-known, will be in a position to execute, for its 2008 taxable year, an election to be treated as an ‘S' corporation. Ordinari...
Bank of America (B) announced, on January 11, 2008, a definitive agreement to purchase Countrywide (C) "in an all-stock transaction" worth approximately $4 billion. U...
In order for an item of income to constitute a capital gain , and, accordingly, be taxed at preferential rates (not exceeding 15 percent), it must result from the sale...
In the case of a taxpayer employing the "accrual" method of accounting, a liability is incurred, and is therefore "taken into account", in the taxable year...
R.H. Donnelley (RHD) has an unusually high tax basis in its assets. Apparently, RHD's "step-up assets" add approximately $18/share of equity value and, therefore, RHD is no...
Perhaps the most difficult question tax advisers confront is the issue of when, if ever, a taxpayer who has scrupulously complied with the literal terms of a tax code provision...
Where distributions are made by an acquired corporation to its shareholders or by the acquiring corporation, following the business combination, to all of its shareholders, inc...
It certainly seems that the most heavily litigated issue of the recent past involves the question of whether a taxpayer who has won the lottery and who sells, for a discounted am...
In general, under Sec. 61(a)(12) of the tax code, gross income includes income from the discharge of indebtedness. Thus, if a taxpayer's indebtedness is forgiven, or is o...
With the advent of SFAS No. 123R, corporations which grant stock options to their employees (and independent contractors) are required to assign a value to such options and amo...
Where a "loss corporation" (a corporation with net operating loss (NOL) carryovers to the year in question or which generates such a NOL in the current year) experien...
SonomaWest Holdings, Inc. (SWHI) is a corporation which, by its own admission, is in danger of becoming, within the meaning of the Investment Company Act of 1940, an "inad...
One of the most well-known tax rules is the so-called "wash sale" rule. This provision operates to deny a deduction for a loss realized from the sale or other d...
Ingersoll-Rand (IR) is an "inverted" corporation. Thus, the U.S. entity is a subsidiary of a Bermuda corporation the initial shareholders of which were th...
Loews Corp. (LTR) announced, on December 17, 2007, that its Board of Directors has approved a plan to "spin-off" its entire ownership interest in Lorillard, Inc. (LO) t...
Recently, Marshall & Ilsley completed a so-called "reverse sponsored spin-off" and the I.R.S. ruling it secured in connection with the transaction was recently rele...
In addition to changes, recently proposed by Statement of Financial Accounting Standards (SFAS) No. 141 (revised 2007), "Business Combinations", regarding the introdu...
The accounting for business combinations has undergone some radical changes over the recent past. Thus, in 2001, The Financial Accounting Standards Board (FASB) decided t...
The ability to deduct costs incurred in connection with abandoned transactions depends, largely, upon whether the abandoned transaction and the transaction in which the taxpay...
The Hs owned 89 percent of the stock of HI. FH purchased HF, a tract of undeveloped land. She conveyed the property to HI in 1972. HI agreed to pay FH 1/3 of any net profit tha...
PO is a domestic partnership that owned all of the outstanding stock of Parent. Parent was the common parent of a consolidated group, (the "Parent Consolidated Group"...
S is a religious, non-profit organization serving skateboarders in Portland, Oregon... S is exempt from taxation under section 501(c)(3) of the Internal Revenue Code. On July 5...
In 1990, the United States and Spain entered a treaty in which both nations agreed that their respective tax authorities would exchange information with one another to enable t...
