Robert Willens

8361 Results

Interest On GSE Obligations Not Exempt From Taxation: February 2, 2023 - Volume 17 Issue 22 Print Report; 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...

Payment Of Spouse's Attorney's Fees Was Not "Alimony": February 2, 2023 - Bulletin Print Report; Petitioner, ("P"), instituted divorce proceedings in California. A court order, ("order"), was issued. P was ordered to pay $9,146 in monthly alimony. Under...

Original Cost Is Reduced By "Rebates": February 2, 2023 - Bulletin Print Report; 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...

GEO Group Is Not An "Instrumentality" Of Any Government: February 2, 2023 - Bulletin Print Report; 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...

Gain From Sale Of Goodwill Classified As Business Income: February 1, 2023 - Bulletin Print Report; 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...

Nonrefundable Interest Must Be Ratably Allocated: February 1, 2023 - Volume 17 Issue 21 Print Report; 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...

Equitable Tolling Of A Statute Of Limitations Not Available: February 1, 2023 - Bulletin Print Report; 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...

Exception To ALJ Determination Not Timely Filed: February 1, 2023 - Bulletin Print Report; 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...

Skilled Nursing Provider Could Not Deduct Its Gross Receipts: January 31, 2023 - Bulletin Print Report; 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...

No Refund Of "HI" Tax Permitted: January 31, 2023 - Volume 17 Issue 20 Print Report; 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...

MAGT To Be Acquired In A "Disproportionate" Acquisition: January 31, 2023 - Bulletin Print Report; Magnet Forensics, Inc., ("MAGT"), a Canadian corporation, announced it has entered into a definitive arrangement agreement with "PU," a newly-created corpor...

Notice 2007-83 Has Been "Set Aside": January 31, 2023 - Bulletin Print Report; 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...

Isolated Redemption Does Not Trigger Deemed Distribution: January 30, 2023 - Volume 17 Issue 19 Print Report; 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...

Software Vendor Denied Approval Of Claim For Refund: January 30, 2023 - Bulletin Print Report; 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 "Functional" Approach Is Used In Bankruptcy Cases: January 30, 2023 - Bulletin Print Report; The Affordable Care Act, (the "ACA"), included a mandate (sincerepealed) requiring most individuals to maintain health insurance. Individuals who did not mainta...

St. Louis Area Teleworkers Not Subject To Local Tax: January 30, 2023 - Bulletin Print Report; 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...

Civil Fraud Penalty Timely Approved By Revenue Agent's Supervisor: January 27, 2023 - Bulletin Print Report; 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...

Points Paid To Refinance Mortgage Addressed: January 27, 2023 - Volume 17 Issue 18 Print Report; 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...

Discharged Non-Recourse Debt Is Included In The "Amount Realized": January 27, 2023 - Bulletin Print Report; 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...

NOLs Had To Be Carried Back: January 27, 2023 - Bulletin Print Report; 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...

ACI Finally Pays Its Controversial Special Dividend: January 26, 2023 - Bulletin Print Report; Albertsons Companies, Inc., ("ACI"), in connection with its proposed business combination with The Kroger Company., ("KR"), declared a special dividend in O...

Adding Accrued Interest To Loan Balance: January 26, 2023 - Volume 17 Issue 17 Print Report; 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...

Can SPGI's Stock Repurchase Constitute A Partial Liquidation?: January 26, 2023 - Bulletin Print Report; 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...

Diabetes Did Not Render A Taxpayer "Disabled": January 26, 2023 - Bulletin Print Report; 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(...

The Willens Deal Survey January 2023: January 25, 2023 - The Deal Survey: January 2023 Print 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.

"Payment" Of Interest Is Required To Secure A Deduction: January 25, 2023 - Volume 17 Issue 16 Print Report; 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...

Determining A Service Member's Domicile: January 25, 2023 - Bulletin Print Report; 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...

Brokers Receive Some Relief From "PTP" Withholding Requirements: January 25, 2023 - Bulletin Print Report; 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...

Ohio Will Allow Vendors Bad Debt Deductions For Uncollectible Accounts: January 25, 2023 - Bulletin Print Report; 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...

Fees Paid With Negotiable Promissory Note: January 24, 2023 - Volume 17 Issue 15 Print Report; 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...

Cryptocurrency Donations Require A Qualified Appraisal: January 24, 2023 - Bulletin Print Report; TPA purchased units of Cryptocurrency B, ("CB"), for personal investment purposes. TPA later transferred all of herunits to CH, a charitable organization descri...

Identification Of The "Retailer" Is A Discretionary Determination: January 24, 2023 - Bulletin Print Report; Amazon fulfills orders for products sold by third-party merchants through a program it calls "Fulfillment by Amazon," ("FBA"). Amazon provides advertising,...

QSub Gain Is Realized By Parent: January 24, 2023 - Bulletin Print Report; 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...

Spin-Off Motivated By Desire To Raise Capital: January 23, 2023 - Volume 17 Issue 14 Print Report; 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...

Prematurely Filed Lawsuit Was Dismissed: January 23, 2023 - Bulletin Print Report; 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...

Housing Accommodation Includible In Gross Income: January 23, 2023 - Bulletin Print Report; 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")....

Retailer Not A Guarantor Of Uncollectible Accounts: January 23, 2023 - Bulletin Print Report; 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...

When Is A Cryptocurrency Loss Sustained?: January 20, 2023 - Bulletin Print Report; 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...

What We Can Learn From 3M's Reverse Morris Trust Ruling: January 20, 2023 - Bulletin Print Report; LTR 202249011, May 10, 2022, is the ruling letter issued by the I.R.S. to 3M Company, ("MMM"),in connection with its "Reverse Morris Trust," ("RM...

NY Legislators Propose Surtax On Capital Gains And Mark-To-Market Levy: January 20, 2023 - Bulletin Print Report; 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...

Indirect Ownership Counts For Purposes Of Sec. 1504(d): January 20, 2023 - Volume 17 Issue 13 Print Report; 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...

Vacant Land Not Eligible For Exemption: January 20, 2023 - Bulletin Print Report; 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...

Coin-Operated Laundry Facilities Create UBTI: January 19, 2023 - Volume 17 Issue 12 Print Report; 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...

Education Expenditures Could Not Be Substantiated: January 19, 2023 - Bulletin Print Report; 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...

Reagents Not Exempt From Sales Tax: January 19, 2023 - Bulletin Print Report; 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...

Anatomy Of An "Upstream" Exchange: January 19, 2023 - Bulletin Print Report; There areobvious advantages, from a tax standpoint, to "replacing" equity with indebtedness, not the least of which is the opportunity to convert non-deductible...

Disallowed Interest Reduces E&P When It Is Incurred: January 18, 2023 - Volume 17 Issue 11 Print Report; 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...

Ranching Activity Entered Into For Profit: January 18, 2023 - Bulletin Print Report; 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...

Residence Is Not Synonymous With Employment: January 18, 2023 - Bulletin Print Report; 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...

Lump-Sum Payment Found To Be Alimony: January 18, 2023 - Bulletin Print Report; 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...

OTA's Function Is To Determine The Amount Of Tax Liability: January 17, 2023 - Bulletin Print Report; 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,...

Shareholders' Agreement Does Not Constitute "Voting Securities": January 17, 2023 - Volume 17 Issue 10 Print Report; 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...

"COD" Income Requires A Bona Fide Debt: January 17, 2023 - Bulletin Print Report; 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...

Taxpayer Must Establish Undue Hardship: January 17, 2023 - Bulletin Print Report; 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...

No Resident Tax Credit For Out-Of-State Franchise Taxes: January 13, 2023 - Bulletin Print Report; 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...

Gain From Sale Of Land Is Ordinary Income: January 13, 2023 - Volume 17 Issue 9 Print Report; Plaintiff (A)purchased the Property (undeveloped real estate in EastPalo Alto,California) in 1987. He purchased the land for purposes of developing...

Non-Uniform Tax Assessment Was Unconstitutional: January 13, 2023 - Bulletin Print Report; 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...

Determining An Estate Beneficiary's Constructive Ownership: January 12, 2023 - Volume 17 Issue 8 Print Report; 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...

PSX To "Roll Up" DCP: January 12, 2023 - Bulletin Print Report; Phillips 66, ("PSX"), and its "captive" MLP, DCP Midstream, L.P., ("DCP"), announced that they have entered into a definitive agreement pursuant t...

Suspended Corporation Cannot Initiate Lawsuit Regarding Its Tax Status: January 12, 2023 - Bulletin Print Report; 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...

"Unearned" APTC Creates A Tax Liability: January 11, 2023 - Bulletin Print Report; 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...

Sec. 354(a) Takes Precedence Over Sec. 453B(a): January 11, 2023 - Volume 17 Issue 7 Print Report; 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...

The "California Method" Does Not Tax Extraterritorial Income: January 11, 2023 - Bulletin Print Report; 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...

"Relo" Company Is The Purchaser Of An Employee's Home: January 10, 2023 - Volume 17 Issue 6 Print Report; 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...

Sweepstakes Was An Amusement Service: January 10, 2023 - Bulletin Print Report; The Texas sales tax is imposed on the sale of amusement services... Amusement services includes "the provision of amusement, entertainment, or recreation." For purpos...

Lease Agreements Found To Be Joint Ventures: January 10, 2023 - Bulletin Print Report; TP entered into contracts with convenience stores, (the "proprietors"), concerning coin-operated amusement machines, (the "machines"). The contracts reflect...

Payment Of Expenses Not Incompatible With 'B' Or 'C': January 9, 2023 - Volume 17 Issue 5 Print Report; 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...

Farm Machinery Not Primarily Used For Exempt Purposes: January 9, 2023 - Bulletin Print Report; 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....

No Relief Granted For Late Filing Of A Refund Claim: January 9, 2023 - Bulletin Print Report; 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...

"Book-Out" Transactions Found To Be Taxable: January 9, 2023 - Bulletin Print Report; 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...

'B' Reorganization Gives Way To Qualified Stock Purchase: January 6, 2023 - Volume 17 Issue 4 Print Report; 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...

Municipality's Tax On Remote Workers Not Unconstitutional: January 6, 2023 - Bulletin Print Report; 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...

Transfer Of Reversionary Interests Is Taxable: January 6, 2023 - Bulletin Print Report; 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...

Remedy For Uniformity Clause Violation Is A Refund Of Previous Taxes: January 6, 2023 - Bulletin Print Report; 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,...

A Financial Transaction Is Not An Unexpected Event: January 5, 2023 - Bulletin Print Report; APP held stock in CelgeneCorporation. On November 19, 2019, Bristol-Myers Squibb Company purchased Celgene Corporation in a "merger acquisition, which resulted in AP...

SPAC's Stock Issuance Should Reduce Repurchase Excise Tax Base: January 5, 2023 - Bulletin Print Report; 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...

Tender Offer/Merger Stepped Together To Find A Reorganization: January 5, 2023 - Volume 17 Issue 3 Print Report; 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...

"USAC" Is Not A Federal Government Instrumentality: January 5, 2023 - Bulletin Print Report; A is a telecommunications company that provides wireless telecommunications services to consumers...including Lifeline, ("L"), services. L is a federal program design...

Merchants' Claims Were Barred By The Tax Injunction Act: January 5, 2023 - Bulletin Print Report; 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...

Assignable Note Includible In Gross Income: January 4, 2023 - Volume 17 Issue 2 Print Report; 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...

Law Firm's Deferral Scheme Thwarted: January 4, 2023 - Bulletin Print Report; 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,...

"Cookies" Did Not Translate Into In-State Physical Presence: January 4, 2023 - Bulletin Print Report; 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,...

Fracking Services Subject To Sales Tax: January 4, 2023 - Bulletin Print Report; 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...

Split-Off Gains Will Be Excluded From "AFSI": January 3, 2023 - Bulletin Print Report; 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...

"COBE" Not Required In A Recapitalization: January 3, 2023 - Volume 17 Issue 1 Print Report; 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...

Tax Court Petition Was Not Timely Filed: January 3, 2023 - Bulletin Print Report; 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...

"Full Retail Value" Does Not Include Sales Tax: January 3, 2023 - Bulletin Print Report; 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...

Sec. 311(a) Loss Reduced Basis And "AAA": December 30, 2022 - Volume 16 Issue 248 Print 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...

A Casino's "PC Points" Are Akin To Airline Miles: December 30, 2022 - Bulletin Print Report; 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...

Wisconsin Resident Had Minnesota-Source Income: December 30, 2022 - Bulletin Print Report; 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....

A Signed "Letter 950" Is Written Supervisory Approval: December 30, 2022 - Bulletin Print Report; 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...

CVRs Should Be Excluded From The "Amount Realized": December 29, 2022 - Bulletin Print Report; 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...

Post-Death Stock Dividends: December 29, 2022 - Volume 16 Issue 247 Print 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...

EITC Refunds Not Exempt From Creditor Claims: December 29, 2022 - Bulletin Print Report; 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...

Reliance On Tax Professional Is "Good Cause": December 29, 2022 - Bulletin Print Report; On June 9, 2021, the Department of Revenue, (the "Department"), issued petitioners, ("Ps"), a Proposed Assessment. Under the Revenue Procedures Act, Ps had...

I.R.S. Issues Guidance On The "Repurchase Excise Tax": December 28, 2022 - Bulletin Print Report; Section 4501 of the Internal Revenue Code, added by the Inflation Reduction Act, imposes on eac...

Refund Not Partnership "Item" Or "Property": December 28, 2022 - Volume 16 Issue 246 Print 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...

"At-Risk" Rules Deny Pass-Through Losses: December 28, 2022 - Bulletin Print Report; 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...

Electricity And Fuel Not Subject To Sales Tax: December 28, 2022 - Bulletin Print Report; 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...

No Waiver Of Attribution For A Director: December 27, 2022 - Volume 16 Issue 245 Print 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...

Depreciation Found To Be "Non-Taxable Income": December 27, 2022 - Bulletin Print Report; 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...

Distribution From Estate Not "Retirement Income": December 27, 2022 - Bulletin Print Report; 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&#...

Aluminum Producer Purchased Tax-Exempt Supplies: December 27, 2022 - Bulletin Print Report; 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...

When Must A Liquidating Corporation File Its Tax Return?: December 23, 2022 - Volume 16 Issue 244 Print 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...

State Of Delivery May Impose Sales Tax: December 23, 2022 - Bulletin Print Report; Petitioner, ("P"), is an 'S' corporation headquartered in Wisconsin. P is engaged in the production and sale of printed materials...for distribution across th...

Instruments And Equipment Are Subject To Sales Tax: December 23, 2022 - Bulletin Print Report; 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...

The Minnesota Estate Tax Is Constitutional: December 23, 2022 - Bulletin Print Report; 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...

The Willens Deal Survey December 2022: December 22, 2022 - The Deal Survey: December 2022 Print 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.

Volkswagen Special Distribution: December 22, 2022 - Bulletin Print Report; Volkswagen AG's shareholders overwhelmingly approved a special distribution in the amount of EUR 19.06 "per ordinary and preferred share entitled to distribution."...

Retention Of Driver's License Not Determinative Of Domicile: December 22, 2022 - Bulletin Print Report; 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...

WFC Should Score Tax Deductions For "Remediation" Payments: December 22, 2022 - Bulletin Print Report; On December 20, 2022, Wells Fargo & Company, ("WFC") issued a press release announcing that it hasreached a settlement with the Consumer Financial Protectio...

Deemed Sale Gain Not Apportionable Business Income: December 22, 2022 - Volume 16 Issue 243 Print 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...

CR Is Embarking On A "Reverse Spin-Off": December 21, 2022 - Bulletin Print Report; Crane Holdings Co., ("CR"), is proceeding towards an April 2023separation of its two principalbusinesses, its "Industrial Technology" business a...

Partnership Was The True Seller Of Real Property: December 21, 2022 - Bulletin Print Report; 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...

Certificates Treated As Equity Interests: December 21, 2022 - Volume 16 Issue 242 Print Report; Y is a farmer's cooperative association which markets and processes agricultural productson behalf ofits members. Its member-patrons possess membershi...

College Student Did Not Change Domicile: December 21, 2022 - Bulletin Print Report; 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...

Delayed Payment Classified As "Boot": December 20, 2022 - Volume 16 Issue 241 Print 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 Is Not "Motor Vehicles": December 20, 2022 - Bulletin Print Report; 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...

Nebraskans Failed To Prove A Change In Domicile: December 20, 2022 - Bulletin Print Report; 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...

New Orleans Gallonage Tax Not Properly Imposed: December 20, 2022 - Bulletin Print Report; 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"...

Reacquisition Of Improvements To Realty Governed By Sec. 1038(a): December 19, 2022 - Volume 16 Issue 240 Print 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...

Bundled Transaction Found Subject To California Sales Tax: December 19, 2022 - Bulletin Print Report; APP operates an automated teller machine, ("ATM"), network in this state. APP enters into Franchise Agreements with franchisees. An ACFNbusiness consists of the...

Artist Was Not An "Occasional Seller" Of Property: December 19, 2022 - Bulletin Print Report; 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...

Charter Communications Was Not A "Qualified New York Manufacturer": December 19, 2022 - Bulletin Print Report; 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....

Retainers Are Prosthetic Devices: December 16, 2022 - Bulletin Print Report; Taxpayer, ("TP"), operates an orthodontic practice in Indiana. Post-treatment retainers are provided for every comprehensiveorthodontic patient to maintain stab...

Redemption Cannot Pass Muster Under Sec. 302(b): December 16, 2022 - Volume 16 Issue 239 Print 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...

Fees For "Idle Time" Not Subject To Sales Tax: December 16, 2022 - Bulletin Print Report; 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...

MSGE Revises Its Spin-Off Plan: December 16, 2022 - Bulletin Print Report; 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...

When Are Bonds Considered "Substantially Identical?": December 15, 2022 - Bulletin Print Report; 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...

Consultant Secures A Business Bad Debt Deduction: December 15, 2022 - Volume 16 Issue 238 Print 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...

Annuities Are Included In "Disposable" Income: December 15, 2022 - Bulletin Print Report; 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...

A Temporary Work Assignment Does Not Defeat NY Residency: December 15, 2022 - Bulletin Print Report; 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...

Dissenters' Stock Is No Longer Outstanding: December 14, 2022 - Volume 16 Issue 237 Print 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...

New California Resident Scores A "Free" Basis Step-Up: December 14, 2022 - Bulletin Print Report; 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,"...

Taxpayer Qualified For The "M&E" Exemption: December 14, 2022 - Bulletin Print Report; TP manufactures custom component parts for industrial equipment and provides equipment repair and refurbishing services. Repairs may require replacement components. TP may fabr...

Certain Medical Examinations Are Subject To Sales Tax: December 14, 2022 - Bulletin Print Report; 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...

New Jersey To Take Action Against Its Neighboring States: December 13, 2022 - Bulletin Print Report; 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...

"Right-Of-Use" Assets Are Intangible In Nature: December 13, 2022 - Bulletin Print Report; The Financial Accounting Standards Board, ("FASB"), has updated its accounting standards for leases. FASB requires privately-held companies...to follow Accounting Sta...

Taxpayer Denied Warehouse Tax Incentive: December 13, 2022 - Bulletin Print Report; 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...

Seller Recognizes Gain On Repossession Of Real Property: December 13, 2022 - Volume 16 Issue 236 Print 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...

Status Of Property Is Determined On "Tax Day": December 12, 2022 - Bulletin Print Report; 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...

Environmental Protection Payments Excluded From Gross Income: December 12, 2022 - Bulletin Print Report; 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...

Twitter, Inc. Has Gone Private: December 12, 2022 - Bulletin Print Report; On October 27, 2022, a corporation, "Merger Sub," a wholly-owned subsidiary of "Parent," each such corporation recently created by Mr. Elon R. Musk, ("...

Determining The Basis Of Stock Received In A Sec. 351 Exchange: December 12, 2022 - Volume 16 Issue 235 Print 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...

"Agricultural Use" Not Found: December 9, 2022 - Bulletin Print Report; 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"...

Who "Manufactured" Polaroid Cameras?: December 9, 2022 - Volume 16 Issue 234 Print 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.....

"Living Within The Boundaries" Not Synonymous With "Domicile": December 9, 2022 - Bulletin Print Report; 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...

COVID-Era Method Of Taxation Is Constitutional: December 9, 2022 - Bulletin Print Report; 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...

Sales Tax Credit Was Properly Denied: December 8, 2022 - Bulletin Print Report; 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 Has A New "Mansion" Surtax: December 8, 2022 - Bulletin Print Report; 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...

Litigation Settlement Ruled Tax-Free: December 8, 2022 - Volume 16 Issue 233 Print 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...

"Streamers" Are Able To Avoid Franchise Fees: December 8, 2022 - Bulletin Print Report; 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...

How To Compute The Basis Of "Qualified Replacement Property": December 7, 2022 - Volume 16 Issue 232 Print 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...

"COP" Rule Used To Determine Florida Sales Factor: December 7, 2022 - Bulletin Print Report; 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...

Taxpayer's "VSC" Sales Were Wholesale Sales: December 7, 2022 - Bulletin Print Report; P's business involves entering into vehicle service contracts, ("VSCs"), with buyers of vehicles and then administering those VSCs. The VSCs are extended warranti...

Tax Abatement Agreement Not Found: December 7, 2022 - Bulletin Print Report; 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...

When Are Shares No Longer Outstanding?: December 6, 2022 - Volume 16 Issue 231 Print 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...

Fuel Surcharges Are Subject To Sales And Use Tax: December 6, 2022 - Bulletin Print Report; 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...

Transfer To Trust Terminates Property Tax Relief: December 6, 2022 - Bulletin Print Report; 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...

Taxpayer's "ESA" Payment Was Timely: December 6, 2022 - Bulletin Print Report; This case involves the issue of whether petitioner, ("P"), complied with the statutory requirements of the Eligible Manufacturing Personal Property, ("EMPP"...

Depositors Have The Rights Of Shareholders: December 5, 2022 - Volume 16 Issue 230 Print 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...

Absence Of A "Return" Prevented Discharge Of Tax Debts: December 5, 2022 - Bulletin Print Report; 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....

Deeded Property Subject To Inheritance Tax: December 5, 2022 - Bulletin Print Report; 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...

Mayo Clinic Is An "Exclusively Educational Organization": December 5, 2022 - Bulletin Print Report; 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...

Who Is The "Manufacturer" Of Medical Device?: December 2, 2022 - Volume 16 Issue 229 Print 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...

Challenge To Mandatory Repatriation Tax Dismissed: December 2, 2022 - Bulletin Print Report; 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...

Tier 1 Railroad Retirement Benefits Are Not Workmen's Compensation: December 2, 2022 - Bulletin Print Report; S worked for 33 years for Metro-North, ("MN"), until hisretirementin 2015. He retired following diagnosis and surgery for colon cancer. Upon his retiremen...

Video Service Not Provided: December 2, 2022 - Bulletin Print Report; 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 Will Retain 19.9 Percent Of HealthCare Shares: December 1, 2022 - Bulletin Print Report; General Electric Company, ("GE"), announced that its Board of Directors has approved the spin-off of its health care business, ("GE HealthCare"). GE HealthC...

CFC Partners Hold U.S. Property Held By Another Partner: December 1, 2022 - Volume 16 Issue 228 Print 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...

When Are Tax Credits "Awarded": December 1, 2022 - Bulletin Print Report; In 2015, plaintiffs, ("Ps"), installed solar panels on their home and received a Residential Energy Tax Credit, ("RETC)", totaling $6,000. Ps' RETC appl...

NASCAR's Receipts Are Not "Sitused" To Ohio: December 1, 2022 - Bulletin Print Report; 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...

PKN Orlen To Acquire Oil And Gas Producer: December 1, 2022 - Bulletin Print Report; 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...

Can We Insure “Exchange” Treatment of Pre-Merger Distributions?: November 30, 2022 - Bulletin Print Report; 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...

A REIT's Swap Income Is Not Included in Gross Income: November 30, 2022 - Volume 16 Issue 227 Print 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...

Damages For Emotional Distress Not Excludible From Gross Income: November 30, 2022 - Bulletin Print Report; 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...

Tenancy By The Entireties Equated To Right Of Survivorship: November 30, 2022 - Bulletin Print Report; 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...

STAR In-Kind Dividend Update: November 29, 2022 - Bulletin Print Report; Following up on yesterday's bulletin, iStar, Inc., ("STAR"), has announced the pr...

Substitution Of Obligor Not A Significant Modification: November 29, 2022 - Volume 16 Issue 226 Print 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...

Cost Of Performance Properly Used To Determine Fair Value Of Services: November 29, 2022 - Bulletin Print Report; 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...

Premature Attempt To Redeem Delinquent Property Not Penalized: November 29, 2022 - Bulletin Print Report; 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...

Recast Transaction Treated As Consecutive Spin-Offs: November 29, 2022 - Bulletin Print Report; 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...

Retroactive Changes To The I.R.C. Produce A State Tax Refund: November 28, 2022 - Bulletin Print Report; 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...

STAR To Disburse An "In-Kind" Dividend: November 28, 2022 - Bulletin Print Report; 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...

Absence Of Income Does Not Preclude A Finding Of An "ATB": November 28, 2022 - Bulletin Print Report; Distributing is a privately held corporation engaged in "Business." Business includes conducting research and development activities for the production of Product X a...

One's Only Residence Is His Principal Residence: November 28, 2022 - Volume 16 Issue 225 Print 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...

Pandemic Did Not Excuse Failure To Appeal: November 25, 2022 - Bulletin Print Report; 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...

Payroll And Property Must Be Considered Together: November 25, 2022 - Bulletin Print Report; 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, &...

Waived Dividend Does Not Produce "Constructive" Dividend Income: November 25, 2022 - Volume 16 Issue 224 Print 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...

Taxpayer Denied Special Assessment Ratio: November 25, 2022 - Bulletin Print Report; 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...

Incentive Payments Are Not A Rebate: November 23, 2022 - Volume 16 Issue 223 Print Report; Auto manufacturers offer "Facility Image Upgrade Programs" (P). To provide an incentive for a dealership to participate in P, a manufacturer may offer "...

Partnerships Are An “Aggregate” For Spin-Off Purposes: November 23, 2022 - Bulletin Print Report

Property Tax Increase Not Subject To Referendum: November 23, 2022 - Bulletin Print Report; 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...

Toyota Prius Prime Not Eligible For Use Tax Exemption: November 23, 2022 - Bulletin Print Report; 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...

Roadside Services Do Not Alter Or Improve The Vehicle: November 22, 2022 - Bulletin Print Report; B provides...roadside services to drivers in Wyoming, ("W"). B has nevercollected sales tax on these services. The Department of Revenue, ("DOR"), det...

Transportation Companies Not Exempt From Texas Franchise Tax: November 22, 2022 - Bulletin Print Report; 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...

Purchases Allocated To The Government Not Subject To Sales Or Use Tax: November 22, 2022 - Bulletin Print Report; 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...

I.R.S. Reclassifies What Is In Form A Charitable Contribution: November 22, 2022 - Volume 16 Issue 222 Print 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...

Attorney Had Priority Lien Against Qui Tam Funds: November 21, 2022 - Bulletin Print Report; 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...

Residential Property Not Held For Investment: November 21, 2022 - Bulletin Print Report; 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...

The Willens Deal Survey November 2022: November 21, 2022 - The Deal Survey: November 2022 Print 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.

FNF's "Imperfect" Spin-Off: November 21, 2022 - Bulletin Print Report; 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...

Dominant Motivation Finding Yields Business Bad Debt Deduction: November 21, 2022 - Volume 16 Issue 221 Print 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...

Uber's "Safe Rides Fee" Is Subject To Sales Tax: November 21, 2022 - Bulletin Print Report; 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...

Contribution Made Within 60 Days Of Withdrawal Is A "Rollover": November 18, 2022 - Volume 16 Issue 220 Print 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...

A Lease Tax Was Not An Ad Valorem Tax: November 18, 2022 - Bulletin Print Report; 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...

Moving Expense Reimbursement Found To Be Taxable: November 18, 2022 - Bulletin Print Report; 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...

The Braves Are Set To Become A Rare "Pure Play" Sports Franchise: November 17, 2022 - Bulletin Print Report; 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...

Developer Not Entitled To Capital Gains Treatment: November 17, 2022 - Volume 16 Issue 219 Print 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...

City Had No Right Of Action Against Netflix And Hulu: November 17, 2022 - Bulletin Print Report; The Arkansas Video Service Act, (the "VSA"), establishes a state wide franchising scheme for authorizing video service providers to provide services in political subd...

Reasonable Cause For Failure To File Found: November 17, 2022 - Bulletin Print Report; 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...

Property Owner Found Exempt From Income Taxes: November 17, 2022 - Bulletin Print Report; 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...

Court Enjoins Student Loan Discharge Program: November 16, 2022 - Bulletin Print Report; 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...

MMX Acquisition Appears To Be Taxable: November 16, 2022 - Bulletin Print Report; Triple Flag Precious Metals Corporation, ("TFPM") and Maverix Metals, ("MMX"), each a Canadian corporation, announced that they have entered into a definiti...

"Bausch & Lomb" Doctrine Prevents a 'B' Reorganization: November 16, 2022 - Volume 16 Issue 218 Print Report; X corporation, ("X"), owned all of the outstanding stock of Y corporation, ("Y"). Y owned in excess of 80 percent of the outstanding stock of Z co...

Court Cannot Entertain Challenge To The "GILTI" Regulations: November 16, 2022 - Bulletin Print Report; Plaintiffs, ("Ps"), challenge regulationseffecting the TCJA's provisions revising the "GILTI" of certain controlled foreign corporations. On June...

Issuer Of Extended Warranties Is An Insurance Company: November 15, 2022 - Volume 16 Issue 217 Print 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...

Responsible Party Tax Assessment Not Time-Barred: November 15, 2022 - Bulletin Print Report; 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...

Vacation Pay And Termination Pay Subject To Virginia Taxation: November 15, 2022 - Bulletin Print Report; 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...

"Unusual Condition(s)" Requires Revaluation Of Property: November 15, 2022 - Bulletin Print Report; 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...

Platform Credits Are Not Subject To Sales Tax: November 14, 2022 - Bulletin Print Report; Company, ("C"), enables people, ("Viewers"), to watch streaming videos on C's Internet-based platform, ("Platform"). Viewers can view real-tim...

Deductions And Credits Denied For Want Of A Profit Motive: November 14, 2022 - Bulletin Print Report; 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...

Transfer Of Funds To Charity Not Deductible: November 14, 2022 - Volume 16 Issue 216 Print 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...

Retained Shares Used To Satisfy Recently-Incurred Debt: November 14, 2022 - Bulletin Print Report; 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...

A Corporation In "Run-Off" Mode Is Still An Insurance Company: November 11, 2022 - Volume 16 Issue 215 Print Report; On Date 1, the "B" court entered an order finding Taxpayer, (TP), to be "insolvent" and as a consequenceplaced TP into "rehabilitation&...

Any Appeals And Petitions Toll The Statute Of Limitations: November 11, 2022 - Bulletin Print Report; 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...

ALKS To Pursue Spin-Off Of Oncology Business: November 11, 2022 - Bulletin Print Report; Alkermesplc, ("ALKS"), announced approval by its Board of Directors "to explore separating its commercial stage neuroscience business an...

Membership Dues Subject To Sales Tax: November 11, 2022 - Bulletin Print Report; 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...

Pre-Revenue Corporations Are Not Active For Helen Of Troy Purposes: November 10, 2022 - Bulletin Print Report; 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...

An "Induced" Split-Off Is A "True Bargain Transaction": November 10, 2022 - Bulletin Print Report; 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...

The "Forward Cash Merger" Is Alive And Well In REIT-Land: November 10, 2022 - Bulletin Print Report; 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...

Dividends Qualify For The "Same Country" Exception: November 10, 2022 - Volume 16 Issue 214 Print 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...

Difficulty Of Care Payments Are Subject To FICA And FUTA Tax: November 9, 2022 - Bulletin Print Report; 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...

Sale Of Portion Of Business Line Produced "Operational" Income: November 9, 2022 - Volume 16 Issue 213 Print 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...

Section 1398 Does Not Apply To Corporations: November 9, 2022 - Bulletin Print Report; 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'...

Weather Forecasting Services Not Subject To Sales Tax: November 9, 2022 - Bulletin Print Report; TP provides forecasting to its clients. The forecasting may include location specific forecasts, advance notice and assessment of severe weather threats, severe weather alerts,...

IAA To Move North Of The Border: November 8, 2022 - Bulletin Print Report; Ritchie Brothers Auctioneers, Inc., ("RBA"), a Canadian corporation, and IAA, Inc., ("IAA"), a domestic corporation, have entered into a definitive agreemen...

Parent And Subsidiary Not Related At The Relevant Time: November 8, 2022 - Volume 16 Issue 212 Print 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...

Out-Of-State Law Firm Had Substantial Nexus With Washington: November 8, 2022 - Bulletin Print Report; 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...

Injectable Medication And Injectable Biologics Are Subject To Sales Tax: November 8, 2022 - Bulletin Print Report; 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...

Patronage Dividends Excluded From REIT's Gross Income: November 7, 2022 - Volume 16 Issue 211 Print 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...

The DTA Cannot Consider Facial Constitutional Challenges: November 7, 2022 - Bulletin Print Report; 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...

Benefit Of Services Received At A Customer's Residence: November 7, 2022 - Bulletin Print Report; 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...

Unrestricted Right To Income Bars Application Of Section 1341: November 7, 2022 - Bulletin Print Report; 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...

Ligand Pharmaceuticals Entrusts OmniAb To A SPAC: November 4, 2022 - Bulletin Print Report; We have seen an inordinate number of special purpose acquisition companies, ("SPACs"), "throw in the towel" and announce their intention to liquidate due to...

Sec. 338(h)(10) Incorporates a Sec. 332 Liquidation: November 4, 2022 - Volume 16 Issue 210 Print 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...

Property Tax Payment Service "Relates To Real Property": November 4, 2022 - Bulletin Print Report; TP performs residential real estate property tax payment services for banks, mortgage companies and other financial institutions, ("Lenders"). TP maintains a database...

"Inflation Fees" Are Subject To Sales Tax: November 4, 2022 - Bulletin Print Report; 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...

EMR Should Plan On Incurring A Large "Minimum" Tax Liability: November 3, 2022 - Bulletin Print Report; Emerson Electric Co., ("EMR"), and Blackstone, Inc., ("BI"), announced a transformative transaction that has as its objective the placing of EMR's...

10 Percent "Additional" Tax Imposed on Plan Distributions: November 3, 2022 - Volume 16 Issue 209 Print 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...

Interest On "MBS" Subject To "B&O" Tax: November 3, 2022 - Bulletin Print Report; TP is a financial institution. TP earned interest income on investments in mortgage-backed securities, ("MBS investments"), and home equity conversion mortgage-backed...

ABMD Shareholders Will Receive CVRs: November 2, 2022 - Bulletin Print Report; Johnson & Johnson, ("JNJ"), and Abiomed, ("ABMD"), announced that they have entered into a definitive agreement under which JNJwill acquire, throu...

EMR To Employ Leveraged Partnership Divestiture Technique: November 2, 2022 - Bulletin Print Report; On October 30, 2022, Emerson Electric Co., ("EMR"), "BCP Emerald," a Delaware limited partnership formed by investment funds managed by affiliates of Blacks...

Stock Dividend Costs Are Capital In Nature: November 2, 2022 - Volume 16 Issue 208 Print 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...

Post-Transfer Stock Dividend Includible In Gross Estate: November 1, 2022 - Volume 16 Issue 207 Print 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...

Refunds Are Not Final Determinations: November 1, 2022 - Bulletin Print Report; Before their marriage on May 16, 2015, petitioners, ("Ps"),separately enrolled in health insurance for taxable year 2015 through ALIC, which they purchased thro...

Student Loan Relief Plan Did Not Cause Injury: November 1, 2022 - Bulletin Print Report; 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...

Flagstar Is Not Sure How Its Special Dividend Will Be Characterized: October 31, 2022 - Bulletin Print Report; In May 2021, New YorkCommunity Bancorp, Inc., ("NY"), and Flagstar Bancorp, Inc., ("FB"), entered into a definitive merger agreement pursuant to which...

Statutory Conversion Not Subject To Real Estate Transfer Tax: October 31, 2022 - Volume 16 Issue 206 Print 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...

Rare Approval Of Alternative Apportionment Method Granted: October 31, 2022 - Bulletin Print Report; 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...

Employees Not "Injured" By Employer's Failure To Remit Withheld Taxes: October 31, 2022 - Bulletin Print Report; 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...

Leased Employees Not Included in Payroll Factor: October 28, 2022 - Volume 16 Issue 205 Print 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...

Receipts From Sale Of Goodwill Excluded From Sales Factor: October 28, 2022 - Bulletin Print Report; 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...

Production Tax Credits Are Intangible Property: October 28, 2022 - Bulletin Print Report; 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, ("...

MSGE's Spin-Off Features A "Retention": October 27, 2022 - Bulletin Print Report; Madison Square Garden Entertainment Corporation, ("MSGE"), announced that it has "confidentially submitted an initial Form 10 Registration Statement with the S.E...

"Equity Of Redemption" Does Not Delay Worthless Stock Deduction: October 27, 2022 - Volume 16 Issue 204 Print 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...

Strike Three For Disney: October 27, 2022 - Bulletin Print Report; Petitioner, ("P"), licensed intellectual property to affiliates organized under the law of foreign countries in exchange for royalty payments. P deducted royalty paym...

Premium Tax Credit Cannot Be Used As An Income Tax Credit: October 27, 2022 - Bulletin Print Report; 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...

The Willens Deal Survey October 2022: October 26, 2022 - The Deal Survey: October 2022 Print 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.

"Conduit" Does Not Have Unreported Income: October 26, 2022 - Volume 16 Issue 203 Print 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...

LLY Will Use CVRs As Merger Consideration: October 26, 2022 - Bulletin Print Report; Eli Lilly & Co., ("LLY"),and Akouos, Inc., ("AKUS"), recently announced a definitive agreement pursuant to which LLY will acquire all of the stock...

"Submit" Means "Receive" And Not Merely "Transmit": October 26, 2022 - Bulletin Print Report; 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...

Gift of Stock Before Liquidation Not Recast: October 25, 2022 - Volume 16 Issue 202 Print 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...

Reasonable Cause For Untimely Filing Not Shown: October 25, 2022 - Bulletin Print Report; 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...

Failure To Limit "Clientele" To Those In Need Doomed Property Tax Break: October 25, 2022 - Bulletin Print Report; P is a tax-exempt charitable organization for federal tax purposes that owns real property, (the "Property"). P provides "flexible financing" for the develo...

Sec. 905(c) Applies In Terms Of U.S. Dollars: October 24, 2022 - Volume 16 Issue 201 Print 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...

Underpayment Penalties Could Not Be Abated: October 24, 2022 - Bulletin Print Report; 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...

Confirmation Of Chapter 11 Plan Does Not Lift Automatic Stay: October 24, 2022 - Bulletin Print Report; 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...

Employment Verification Services Are Not Taxable: October 21, 2022 - Bulletin Print Report; Petitioner, ("P"), operates an employment screening business. P provides screening services for its clients including verification services and drug screening service...

Registrar And Transfer Agent Fees: October 21, 2022 - Volume 16 Issue 200 Print 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...

Equitable Title Taken Without Just Compensation: October 21, 2022 - Bulletin Print Report; 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...

STOR's Merger Consideration Should Not Be Subject To Withholding Tax: October 21, 2022 - Bulletin Print Report; As we previously reported, STORE Capital Corporation, ("STOR"), a real estate investment trust, ("REIT"), and GIC and Oak Street announced that they have en...

I.R.S. Applies Sec. 856(c)(5)(J) To Preserve REIT Status: October 20, 2022 - Volume 16 Issue 199 Print Report; A (or TP) is a real estate investment trust (REIT). TP owned "a" properties and leased "b" properties from third parties. As of Date 1, approximat...

Tax Debts Are Excepted From Discharge: October 20, 2022 - Bulletin Print Report; 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,...

CLR Is "Going Private": October 20, 2022 - Bulletin Print Report; 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...

Amounts Collected Not Valid Advances And Reimbursements: October 20, 2022 - Bulletin Print Report; 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...

Phoenix Suns Owner Robert Sarver’s $10 Million Fine Should Be Deductible: October 19, 2022 - Bulletin Print Report; In a recent article, Richard L. Fo...

Settlement Proceeds Constituted Additional Consideration For Stock: October 19, 2022 - Volume 16 Issue 198 Print 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...

Certain Credit Reporting Services Are Taxable: October 19, 2022 - Bulletin Print Report; 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...

Business Interruption Insurance Payments Treated As Qualifying Income: October 19, 2022 - Bulletin Print Report; 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...

Warrant Exchanges In "Overlap" Transactions: October 18, 2022 - Bulletin Print Report; It appears that the demise of special purpose acquisition companies, ("SPACs"), widely predicted in the popular press, has been greatly exaggerated. SPAC acquisitions...

Apparel Corporations Properly Filed On A Combined Basis: October 18, 2022 - Volume 16 Issue 197 Print 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...

Personal Information Service Not Subject To Sales Tax: October 18, 2022 - Bulletin Print Report; 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...

Taxpayer Relegated To "Standard" Deduction: October 18, 2022 - Bulletin Print Report; 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...

Borrowing Property Does Not Create Indebtedness: October 17, 2022 - Volume 16 Issue 196 Print 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...

A "GO" Zone Is Not A Texas "Enterprise" Zone: October 17, 2022 - Bulletin Print Report; 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...

Digital Images Not Subject To Sales Tax: October 17, 2022 - Bulletin Print Report; 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....

Bank Had No "Taxes Imposed" Within The Taxable Year: October 17, 2022 - Bulletin Print Report; 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...

KR And PCI Will Form A Behemoth: October 14, 2022 - Bulletin Print Report; Just days after rumors started circulating about a potential deal, The Kroger Co., ("KR"), and Albertsons Companies, Inc., ("AC") announced this morning tha...

New Accounting Proposal for Crypto Assets: October 14, 2022 - Bulletin Print Report; 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...

Safehold Will Be The Acquired Corporation In An "Upstream Merger": October 14, 2022 - Bulletin Print Report; Safehold, Inc., ("SAFE"), and iStar, Inc., ("STAR"), each a real estate investment trust, ("REIT"), engagedin the business of acquiring,&nbs...

Repurchase Tax Not Limited To “Conventional” Redemptions: October 14, 2022 - Bulletin Print Report

The "Origin of the Claim" Determines Deductibility of an Outlay: October 14, 2022 - Volume 16 Issue 195 Print 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...

Parking Spaces Are "Accommodations": October 14, 2022 - Bulletin Print Report; 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...

No Reasonable Cause For Failure To Substantiate Contributions: October 13, 2022 - Bulletin Print Report; 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,...

Securities Lending Constitutes "Effecting Transactions in Securities": October 13, 2022 - Volume 16 Issue 194 Print 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...

Operator Of "Platform" Need Not Collect And Remit Rental Receipts Tax: October 13, 2022 - Bulletin Print Report; Taxpayer is a "peer-to-peer" car sharing platform headquartered in California. Taxpayer operates a technology platform that enables vehicle owners, (the "hosts&q...

California Residence Preceded Sale Of Stock: October 13, 2022 - Bulletin Print Report; 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...

GE's Plans For Spin-Off Of GE Healthcare Clarified: October 12, 2022 - Bulletin Print Report; 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...

Vessels Not Engaged In Interstate Or Foreign Commerce: October 12, 2022 - Volume 16 Issue 193 Print 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...

Philip Morris USA, Inc. Denied North Carolina Export Credits: October 12, 2022 - Bulletin Print Report; 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...

Only "Owners" Can Claim Historic Rehabilitation Tax Credits: October 12, 2022 - Bulletin Print Report; 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...

Therapeutic Devices Sold To Medical Providers Are Subject To Sales Tax: October 12, 2022 - Bulletin Print Report; 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...

MSGS Will Pay A "Special Dividend": October 11, 2022 - Bulletin Print Report; 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...

"Boot Relaxation Rule": October 11, 2022 - Volume 16 Issue 192 Print 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...

Absence Of Tax Opinion Elicited Penalties From Illinois: October 11, 2022 - Bulletin Print Report; 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...

Service Not Adequate To Satisfy Due Process Clause: October 11, 2022 - Bulletin Print Report; 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,...

Shareholder Withdrawals Did Not Constitute "True" Debt: October 10, 2022 - Volume 16 Issue 191 Print 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....

Taxpayer Did Not Purchase A Contract To Perform Capital Improvements: October 10, 2022 - Bulletin Print Report; On December 8, 2015, petitioner made a purchase from J. Petitioner describes the items purchased from J as "completed kitchen cabinetry." Petitioner sought aref...

Lack Of Duly Filed Refund Claim Warranted Dismissal Of Suit: October 10, 2022 - Bulletin Print Report; 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...

Rental Property Not Eligible For Four Percent Assessment Ratio: October 10, 2022 - Bulletin Print Report; 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...

Debt Cancelled "By Operation Of Law": October 7, 2022 - Volume 16 Issue 190 Print Report; 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...

Membership Fees Are Deductible From "Base Rent": October 7, 2022 - Bulletin Print Report; 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,...

Protective Services At A Construction Site Are Subject To Sales Tax: October 7, 2022 - Bulletin Print Report; 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...

"CRAT" Distributions Treated As Ordinary Income: October 7, 2022 - Bulletin Print Report; During 2015-2017, petitioners, ("Ps"), were actively engaged in the farming business. In July 2015, Ps formed a charitable remainder annuity trust, ("CRAT I"...

Properly Issued Notice Of Deficiency Presumed Correct: October 6, 2022 - Volume 16 Issue 189 Print Report; 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...

"Underneath" Bank Mergers Satisfy Continuity Of Interest Requirement: October 6, 2022 - Bulletin Print Report; Provident Financial Services, Inc., ("PFS"),the parent of Provident Bank, ("PB"), and Lakeland Bancorp, Inc., ("LBI"),the parent of La...

Trust Found To Be A "Non-Resident" Trust: October 6, 2022 - Bulletin Print Report; 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...

Excess APTC Is A Tax Liability: October 6, 2022 - Bulletin Print Report; 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...

Pennsylvania Recognizes Sec. 338(h)(10) Elections: October 4, 2022 - Volume 16 Issue 188 Print Report; 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...

"POB" Fees Are Part Of "Selling Price": October 4, 2022 - Bulletin Print Report; 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...

Judicial Decisions Are Given Full Retroactive Effect: October 4, 2022 - Bulletin Print Report; Plaintiffs owned real property within Kent County. Defendants foreclosed on the real property pursuant to the General Property Tax Act, ("GPTA"), because of delinquen...

Division Of Jointly-Owned Property Subject To "REET": October 4, 2022 - Bulletin Print Report; In 2018, G1 and G2, ("Grantors"), transferred property, ("Property"), to Grantee. Grantors explained that Grantors and Grantee owned six properties together...

Prior Spin-Off "Reopened": October 3, 2022 - Volume 16 Issue 187 Print Report; 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...

Paper Machines Found To Be "Fixtures" Subject To "REET": October 3, 2022 - Bulletin Print Report; 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...

Software Developer Manufactured Tangible Personal Property: October 3, 2022 - Bulletin Print Report; 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...

Advance Payments Of Section 367(d) Annual Inclusions Not Permitted: October 3, 2022 - Bulletin Print Report; 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...

SPAC's Early Liquidation Avoids Repurchase Tax: September 30, 2022 - Bulletin Print Report; Liberty Media Acquisition Corporation, ("LMAC"), a special purpose acquisition company, ("SPAC"), filed a preliminary proxy statement relating to a special...

Domestic Partnership Can Avail Itself of Sec. 168(g)(4)(G): September 30, 2022 - Volume 16 Issue 186 Print Report; TP is an LLC organized under the laws of State 1. TP has not elected to be treated as an association taxable as a corporation. ...

Judicial Exemption Is As Good As A Statutory Exemption: September 30, 2022 - Bulletin Print Report; 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...

Tax Court Refuses To Make Election On Taxpayer's Behalf: September 30, 2022 - Bulletin Print Report; 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...

Claim For Credit Of Overpayment Not Timely Filed: September 30, 2022 - Bulletin Print Report; 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...

Commissions Included In Taxable Gross Receipts: September 29, 2022 - Bulletin Print Report; 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...

Transfer Of Investment Assets Always A "Device" Factor: September 29, 2022 - Volume 16 Issue 185 Print 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...

The Underlying Document Controls For Sales Tax Purposes: September 29, 2022 - Bulletin Print Report; 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...

Retired Employees Can Be Admitted To A "VEBA": September 29, 2022 - Bulletin Print Report; Taxpayer, ("TP"),was formed in Year 1. TP has periodically received determinations from the Internal Revenue Service that it is a voluntary employees' benef...

BHVN Update: September 28, 2022 - Bulletin Print Report; Biohaven Pharmaceutical Holding Company, Ltd., ("BHNV"), announced that the closing date of the acquisition by Pfizer, Inc. of BHVN, ("the Merger"), is expec...

Cleveland Cannot Tax A Non-Resident Working From Home: September 28, 2022 - Bulletin Print Report; 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 ...

Assumption Of Contingent Stock Obligation Approved: September 28, 2022 - Volume 16 Issue 184 Print 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...

Inversion Averted: September 28, 2022 - Bulletin Print Report; 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....

"Buyer's Remorse" Not Sufficient To Create "Standing": September 28, 2022 - Bulletin Print Report; 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...

Taxpayer Did Not Maintain Permanent Place Of Abode In NYC: September 27, 2022 - Volume 16 Issue 183 Print 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...

Pass-Through Entities Found Liable For Withholding Tax: September 27, 2022 - Bulletin Print Report; 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...

Forgiven PPP Loans Includible In Gross Income: September 27, 2022 - Bulletin Print Report; For both rounds of Paycheck Protection Program, ("PPP"), loans, ("covered loans"), the lender may forgive, and the SBA may guarantee, the full principal amo...

Disabled Veteran Did Not Serve "In Time Of War": September 27, 2022 - Bulletin Print Report; 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...

Steel City's "Jock" Tax Is Patently Unconstitutional: September 23, 2022 - Bulletin Print Report; Defendant instituted a "Non-Resident Sports Facility Usage Fee," ("Facility Fee"). Under this program, non-residents of Pittsburgh, ("P"), who use...

Gain From Sale Of Interest In NY Partnership Not NY Source Income: September 23, 2022 - Volume 16 Issue 182 Print 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,...

Bookstore's "Memberships" Are Subject To Sales Tax: September 23, 2022 - Bulletin Print Report; 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 Does Not "Manufacture" Vehicle History Reports: September 23, 2022 - Bulletin Print Report; 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...

The Willens Deal Survey September 2022: September 22, 2022 - The Deal Survey: September 2022 Print 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.

I.R.S. Finds Substantiality Test Is Substantially Complied With: September 22, 2022 - Volume 16 Issue 181 Print 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...

Penalties Need Only Be Approved Before They Are "Assessed": September 22, 2022 - Bulletin Print Report; 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....

Durable Medical Equipment Found Subject To Sales Tax: September 22, 2022 - Bulletin Print Report; 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...

California Proves Unsympathetic To "Bottom-Dollar" Guaranties: September 22, 2022 - Bulletin Print Report; 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...

Lottery Winner Cannot Avoid NYS Tax: September 21, 2022 - Volume 16 Issue 180 Print 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...

"Carried Interest" Not Derived From Connecticut Sources: September 21, 2022 - Bulletin Print Report; 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...

Claim For Refund Barred By California Statute Of Limitations: September 21, 2022 - Bulletin Print Report; 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...

Section 172(b)(3) Election Is Also Applicable For NYS Tax Purposes: September 21, 2022 - Bulletin Print Report; 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.'s Redemption Is Part Of A Larger Transaction: September 20, 2022 - Bulletin Print Report; 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....

Calculating "Repurchase Premium": September 20, 2022 - Volume 16 Issue 179 Print 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...

Expenses Not Found To Be "Ordinary And Necessary": September 20, 2022 - Bulletin Print Report; 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...

Expenses To Place Property In Efficient Condition Must Be Depreciated: September 20, 2022 - Bulletin Print Report; 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...

Retroactive Tax Rate Increase Not Unconstitutional: September 19, 2022 - Volume 16 Issue 178 Print 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...

"Reservation Fees" Are Deductible In Months When Gas Is Transported: September 19, 2022 - Bulletin Print Report; 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...

Non-Resident Not Required To Make Declaration Of Estimated Tax: September 19, 2022 - Bulletin Print Report; 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...

"FBA" Merchants Need Not Collect And Remit Sales Tax: September 19, 2022 - Bulletin Print Report; 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...

STOR's Purchasers In Line For A Basis Step-Up: September 16, 2022 - Bulletin Print Report; STORE Capital Corporation, ("STOR"), an internally-managed, "net lease," real estate investment trust, ("REIT"), and GIC, in partnership with with...

Fraud Penalties and Earnings And Profits: September 16, 2022 - Volume 16 Issue 177 Print 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...

Careless Investor Did Not Sustain A Theft Loss: September 16, 2022 - Bulletin Print Report; 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...

Credit Or Refund Of Overpaid Estimated Taxes Denied: September 16, 2022 - Bulletin Print Report; Plaintiffs, ("Ps"), made 18 estimated payments during the relevant tax years totaling $875,000. Despite making substantial estimated payments during those years, Ps d...

New R&D Capitalization Rules Wreak Havoc On Free Cash Flow: September 15, 2022 - Bulletin Print Report; In the past, a taxpayer was permitted to treat research or experimental expenditures...as expenses "which are not chargeable to capital account." The expense...

Alternative Method Of Basis Recovery Approved: September 15, 2022 - Volume 16 Issue 176 Print 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...

Closing Agreement Did Not Prohibit Assessment Of Interest: September 15, 2022 - Bulletin Print Report; 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...

Extension Of Time To Make A Section 382(l)(5)(G) Election Granted: September 15, 2022 - Bulletin Print Report; Taxpayer is the common parent of an affiliated group of corporations that files consolidated federal income tax returns, (the "Taxpayer Group"). Taxpayer has represen...

Transfer Restrictions Do Not Create A Second Class Of Stock: September 14, 2022 - Volume 16 Issue 175 Print 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...

"Must" And "Shall" Are Not Permissive: September 14, 2022 - Bulletin Print Report; 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...

REIT's Distributions Treated As Made From Earnings And Profits: September 14, 2022 - Bulletin Print Report; Taxpayer, ("TP"),elected to be treated as a real estate investment trust, ("REIT"), under sections 856 through 860 of the Internal RevenueCode....

Apportioning Litigation Revenues: September 14, 2022 - Bulletin Print Report; 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...

How Will SPACs Fare Under The New "Repurchase" Tax?: September 13, 2022 - Bulletin Print Report; 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...

Bonus Depreciation Properly Claimed: September 13, 2022 - Volume 16 Issue 174 Print 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...

Two Separate Real Property Transfers Found: September 13, 2022 - Bulletin Print Report; A developer, ("PU"), buys commercial property located in New York City, (the "Property"), for a total purchase price of $100 million, (the "Total Consi...

Split-Off "Acquisitions" Are Disregarded For Section 355(e) Purposes: September 13, 2022 - Bulletin Print Report; 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....

Royalties Found To Be Self-Employment Income: September 12, 2022 - Volume 16 Issue 173 Print 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 "...

Lower RPTT Rate Applies To Sale Of Combined Co-Op Units: September 12, 2022 - Bulletin Print Report; 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...

Employee's Travel Expenses Not Allowed As A Deduction: September 12, 2022 - Bulletin Print Report; 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...

Appreciation Interest Ruled Deductible: September 12, 2022 - Bulletin Print Report; 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...

Acquisition Indebtedness: September 9, 2022 - Volume 16 Issue 172 Print Report; F is exempt from tax under Sec. 501(c)(3) of the Internal Revenue Code and is a private foundation under Sec. 509(a). F has n...

Replacement Income Has The Same Character As What It Is Replacing: September 9, 2022 - Bulletin Print Report; 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...

PTC Not Available For "COBRA" Months: September 9, 2022 - Bulletin Print Report; After his employment was terminated in 2015, S purchased "COBRA" continuation health insurance coverage through his former employer. Ps maintained their COBRA coverag...

Social Security Benefits Replacing Disability Benefits Are Taxable: September 9, 2022 - Bulletin Print Report; 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 Revises Its "Reclassification" Agreement: September 8, 2022 - Bulletin Print Report; 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...

Outbound Spin-Off: September 8, 2022 - Volume 16 Issue 171 Print 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...

Foreign Worker's "Tax Home" Was Not Iraq: September 8, 2022 - Bulletin Print Report; 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...

Donation Of Appreciated Property Goes Terribly Awry: September 8, 2022 - Bulletin Print Report; 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...

How To Apportion E&P To Distributions: September 7, 2022 - Volume 16 Issue 170 Print 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...

Settlement Payments Did Not Compensate For Physical Injuries: September 7, 2022 - Bulletin Print Report; 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...

Embolization Product Not Exempt From Sales Tax: September 7, 2022 - Bulletin Print Report; 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...

Unauthorized Insurance Company Exempt From Corporate Income Tax: September 7, 2022 - Bulletin Print Report; 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'...

"Cohan" Rule Could Not Be Applied: September 6, 2022 - Bulletin Print Report; 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...

401(k) Plan Was Not A "Qualified Joint And Survivor Annuity": September 6, 2022 - Bulletin Print Report; 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...

Mandatory Statutes Trump Permissive Ones: September 6, 2022 - Bulletin Print Report; 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...

Outside Basis Not Recoverable By NY Non-Resident: September 6, 2022 - Volume 16 Issue 169 Print 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...

Commodity Futures Contracts Are Not Treated As Inventory: September 2, 2022 - Bulletin Print Report; 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...

Retirement Funds Subject To Garnishment: September 2, 2022 - Bulletin Print Report; 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...

Expenses In Defending Patent Infringement Claims Are Deductible: September 2, 2022 - Bulletin Print Report; Between 2008 and 2009, W defended itself in Hatch-Waxman, ("HW"), litigation involving seven different Abbreviated New Drug Applications, ("ANDA"), with Par...

Income Attributable To Prior Services Is Self-Employment Income: September 2, 2022 - Volume 16 Issue 168 Print 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...

WARR Is Liquidating: September 1, 2022 - Bulletin Print Report; Warrior Technologies Acquisition Company, ("WARR"), a special purpose acquisition company, ("SPAC"), that was unable to accomplish its mission, i.e., to com...

Reorganization Was The Origin Of The Claim: September 1, 2022 - Volume 16 Issue 167 Print 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...

Absence Of “Residential Interest” Precludes NYS Resident Status: September 1, 2022 - Bulletin Print Report; Petitioners, (“Ps”), j...

Virginia Does Not Permit A Subtraction Modification For "Subpart F Income": September 1, 2022 - Bulletin Print Report; 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...

Practicing Attorney Treated As Professional Fiduciary: August 31, 2022 - Volume 16 Issue 166 Print Report; 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...

The Section 72(t) "Exaction" Is Not A Penalty: August 31, 2022 - Bulletin Print Report; 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...

Charges For Use Of Fitness Facility Are "Retail Sales": August 31, 2022 - Bulletin Print Report; 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...

Venue Of Voter Registration And Driver's License Proved Decisive: August 31, 2022 - Bulletin Print Report; In 2013, Petitioners, ("Ps"),acquired residential property in Frankfort, Michigan, (the "BRP"). Ps filed a "PRE" affidavit which was approve...

"Return Of Capital" Distribution Taxable For State Tax Purposes: August 30, 2022 - Volume 16 Issue 165 Print Report; 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...

Recycling Machines Not Eligible For Industrial-Processing Exemption: August 30, 2022 - Bulletin Print Report; 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...

Current Liabilities Are Not Subject To "Add-Back": August 30, 2022 - Bulletin Print Report; 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...

NBC Universal Is An "Interstate Broadcaster": August 30, 2022 - Bulletin Print Report; 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...

Debentures Not "Subordinated" Under Sec. 279(b)(3): August 29, 2022 - Volume 16 Issue 164 Print Report; 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...

Alaska Tax Statute Not Unconstitutionally Vague: August 29, 2022 - Bulletin Print Report; 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...

"Alimony In Gross" Cannot Be Deducted: August 29, 2022 - Bulletin Print Report; TP and his former wife entered into a separationagreement, (the "Agreement"). The Agreement provides, inter alia, "The Husband shall con...

JBLU/SAVE Tax Guidance Is Equivocal: August 25, 2022 - Bulletin Print Report; JetBlue Airways, Corporation, ("JBLU"), and Spirit Airlines, Inc., ("SAVE"), have entered into a definitive merger agreement pursuant to which JBLU has agre...

A Liquidating Trustee Is Not A Section 505 Trustee: August 25, 2022 - Bulletin Print Report; On June 3, 2019, GUE Liquidation Companies, Inc. and certain affiliated entities, (the "Debtors"), filed voluntary petitions under chapter 11 of the Bankruptcy Code....

Vessel Engaged In Interstate Commerce: August 25, 2022 - Volume 16 Issue 163 Print Report; 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...

Tax Payment Requirement For Protesting Assessment Was Relaxed: August 25, 2022 - Bulletin Print Report; 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...

Private Equity Holding Company Had No "Nexus" With Detroit: August 24, 2022 - Bulletin Print Report; This case was remanded by the Court of Appeals for reconsideration of the issue of "nexus" in light of South Dakota v. Wayfair, Inc., 138 S.Ct. 208...

Transfer Of Stock To Settle Claims Is A Disposition Thereof: August 24, 2022 - Volume 16 Issue 162 Print Report; XMC was the investment advisor to various Z Mutual Funds. XMC was merged into a subsidiary of Y, XXMC. The shareholders of XMC received Y stock. &...

Entireties Property Not Exempt From The Bankruptcy Estate: August 24, 2022 - Bulletin Print Report; 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...

The Willens Deal Survey August 2022: August 23, 2022 - The Deal Survey: August 2022 Print 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.

Director Not Engaged In A Trade Or Business: August 23, 2022 - Volume 16 Issue 161 Print Report; 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...

Will AMMO, Inc. Use The "Expansion" Doctrine?: August 23, 2022 - Bulletin Print Report; 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...

Building Materials Purchased By "Contractor" Subject To Sales Tax: August 23, 2022 - Bulletin Print Report; 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...

Convertible Subordinated Debentures Free Of Sec. 279 Taint: August 22, 2022 - Volume 16 Issue 160 Print Report; 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,"...

Rental Of Office Space Not Subject To Sales Or Use Tax: August 22, 2022 - Bulletin Print Report; Taxpayer, a Virginia business entity, provides temporary office space, shared workspace, meeting rooms, business address and mailbox services, and live phone answering services...

Section 3102(b)'s Indemnity Obligation Includes Attorneys' Fees: August 22, 2022 - Bulletin Print Report; 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...

Beneficial Owner Of Foreign Account Must File An "FBAR": August 22, 2022 - Bulletin Print Report; 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...

Our Proposal For How The JBLU/SAVE Deal Should Be Taxed: August 19, 2022 - Bulletin Print Report; 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...

No FTHBC For Property Acquired From Family Member: August 19, 2022 - Volume 16 Issue 159 Print Report; 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...

Loans Or Advancements Are Not "Liabilities": August 19, 2022 - Bulletin Print Report; BCBSAis a national association of 35 independently owned and locally operated Blue Cross Blue Shield, ("BCBS"), companies, which collectively provide health ins...

"Studio" Units Are Not Individual Residential Condominium Units: August 19, 2022 - Bulletin Print Report; 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...

Acquired By Inheritance: August 18, 2022 - Volume 16 Issue 158 Print Report; 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...

Arrangement Was Properly Classified As A Foreign Trust: August 18, 2022 - Bulletin Print Report; In 2005, JR formed the EF as a Stiftung, ("S"), under the laws of Liechtenstein, ("L"). EF's purpose is to provide education and gene...

Dwelling Eligible For Reduced Assessment Ratio: August 18, 2022 - Bulletin Print Report; 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...

Bulk Purchase Of Durable Medical Equipment Subject To Use Tax: August 18, 2022 - Bulletin Print Report; 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...

Sales Tax Assessed On Purchases By Employees Of Charity: August 17, 2022 - Volume 16 Issue 157 Print Report; 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....

Transfer Of Condominium Units Exempted From "RPTT": August 17, 2022 - Bulletin Print Report; A limited liability company, (the "Sponsor"), owns a residential condominium building, (the "Building"). The Sponsor is owned by four members, (the "Me...

Solar Energy System Not Exempt From Property Tax: August 17, 2022 - Bulletin Print Report; 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...

WHR And EMR Advertise Vastly Different Multiples of EBITDA: August 17, 2022 - Bulletin Print Report; Whirlpool Corporation, ("WHR"), announced that it has entered into a definitive agreement with Emerson Electric Co., ("EMR"), to acquire EMR's "ISE...

Trustee And Revocable Trust Are Not "The Same Consumer": August 16, 2022 - Bulletin Print Report; 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...

Redemptions Do Not "Spoil" a 'B' Reorganization: August 16, 2022 - Volume 16 Issue 156 Print Report; 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...

Ascertaining Alaska Air's "Transportation Revenue": August 16, 2022 - Bulletin Print Report; Alaska Airlines, Inc., ("A") was an airline that provided air transportation services to passengers to more than 100 cities... Horizon Air Industries, Inc., ("H&...

New York Moves To "Codify" The Goldman Sachs "Petershill" Decision: August 16, 2022 - Bulletin Print Report; In Matter of Goldman Sachs PetershillFund Offshore Holdings (Delaware) Corporation, TAT(E) 16-9 (GC), New York City Tax Appeals Tribunal, (March 12, 20...

Father's Stock Attributed To Each Of His Sons: August 15, 2022 - Volume 16 Issue 155 Print Report; 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...

Resident Taxed On Community Property Of Non-Resident's Income: August 15, 2022 - Bulletin Print Report; Husband, ("H"),was a California, ("C"), non-resident who resided and was domiciled in Texas, ("T"). H earned out-of-state wage income throug...

AMC To Distribute "Preferred Equity Units": August 15, 2022 - Bulletin Print Report; 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...

Legitimate Business Activity Found In Post-Tax Profit Pursuit: August 15, 2022 - Bulletin Print Report; 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.&...

SPAC Merger Said To Satisfy "COBE" Requirement: August 12, 2022 - Bulletin Print Report; 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...

Imputed Interest Income Is Non-Business Income: August 12, 2022 - Volume 16 Issue 154 Print Report; Utah taxable income means apportioned income plus non-business income allocable to Utah net of related expenses. Business income means income arising from transaction...

"Reverse" Termination Fee Ruled A Capital Loss: August 12, 2022 - Bulletin Print Report; 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...

Payments That Survive Death Are Not "Alimony": August 12, 2022 - Bulletin Print Report; 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...

Interest Accruing After Delivery Date Belongs To Buyer: August 11, 2022 - Volume 16 Issue 153 Print Report; 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...

XOM's Agreements Were Mineral Leases: August 11, 2022 - Bulletin Print Report; 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...

I.R.S. Relaxes Requirements For A Section 754 Election: August 11, 2022 - Bulletin Print Report; 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...

Missouri's Challenge Of "ARPA" Is Dismissed On "Standing" Grounds: August 11, 2022 - Bulletin Print Report; 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...

Returning Escrowed Stock Can Give Rise To Gain Or Loss: August 10, 2022 - Volume 16 Issue 152 Print Report; 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...

Wind Turbines Found To Be Real Property: August 10, 2022 - Bulletin Print Report; 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...

Online Advertising Does Not Create Nexus: August 10, 2022 - Bulletin Print Report; 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...

Freight Broker Is Not Subject To The Lower Public Utility Tax: August 10, 2022 - Bulletin Print Report; 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...

SARs Are Not Options For Purposes Of Sec. 302: August 9, 2022 - Volume 16 Issue 151 Print Report; 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...

Taxpayer Was Not An "Urban Transit Hub": August 9, 2022 - Bulletin Print Report; 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...

IS's Shareholders Are Offered Tax Advice: August 9, 2022 - Bulletin Print Report; Unity Software, Inc., ("U"), and ironSource Ltd., ("IS"), a corporation organized under the laws of Israel,are planning a business combination in conn...

COVID-19 Did Not Cause An "Access Interruption": August 9, 2022 - Bulletin Print Report; 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...

3M Chooses A Split-Off In Connection With Its "RMT" Transaction: August 8, 2022 - Bulletin Print Report; 3M Company, ("3M"), decided to dispose of its Food Safety business via a "Reverse Morris Trust," ("RMT"), transaction. In an RMT transaction, the...

Senate Approves New Minimum Tax And "Repurchase" Tax: August 8, 2022 - Bulletin Print Report; 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...

Ascertaining The Basis Of Replacement Property: August 8, 2022 - Volume 16 Issue 150 Print Report; 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...

Payment Processing Services Are Not Subject To Sales Tax: August 8, 2022 - Bulletin Print Report; Taxpayer, ("TP"), offers a payment card management program, ("PCMP"). The PCMPoffers customers the ability to manage and customize debit and prepaid c...

Member Of Affiliated Group Deemed To Have Filed Form 1122: August 5, 2022 - Bulletin Print Report; 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...

Disregarded Entity's Personal Property Subject To Local Property Tax: August 5, 2022 - Bulletin Print Report; 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...

PFE's Interest Expense Need Not Be "Added Back": August 5, 2022 - Bulletin Print Report; 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...

Income From "Rabbi Trust" Is Business Income: August 5, 2022 - Volume 16 Issue 149 Print Report; 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...

Lessor Denied Sales Tax Credits: August 4, 2022 - Bulletin Print Report; 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...

Timely Protest Bars Discharge Of Tax Indebtedness: August 4, 2022 - Volume 16 Issue 148 Print Report; 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...

Pre-Litigation Notice Of Intent To Foreclose Ruled Sufficient: August 4, 2022 - Bulletin Print Report; 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...

Vertical Division Of A Single Business Passes Muster: August 4, 2022 - Bulletin Print Report; 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...

The Limits Of The "Convertibility" Test: August 3, 2022 - Volume 16 Issue 147 Print Report; 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...

Equipment Not Found To Be "Fixtures": August 3, 2022 - Bulletin Print Report; 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...

SHLX's "Roll-Up" Will Likely Produce Ordinary Gain: August 3, 2022 - Bulletin Print Report; 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...

Profit Motive Alone Does Not Indicate A Business: August 3, 2022 - Bulletin Print Report; 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...

Attribution Rules Apply Even Without Actual Ownership: August 2, 2022 - Volume 16 Issue 146 Print Report; 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...

MTZ's Stock Will Be Taxable: August 2, 2022 - Bulletin Print Report; MasTec, Inc., ("MTZ"), and Infrastructure and Energy Alternatives, Inc.,("IEA"), announced that they have entered into a definitive agreement under wh...

WLL/OAS Deal Features Unusual Payout By The "Issuing" Corporation: August 2, 2022 - Bulletin Print Report; Whiting Petroleum Corporation, ("WLL"), and Oasis Petroleum, Inc., each a domestic oil and gas exploration and production company,("OAS"), recently an...

NortonLifeLock's "Occasional Sale" Treated Harshly By Illinois: August 2, 2022 - Bulletin Print Report; In the summer of 2019, NortonLifeLock, Inc., ("NLOK"), then known as SymantecCorporation, ("SC"), announced that it had reacheda transformative...

Tax Liability Not Discharged In Bankruptcy: August 1, 2022 - Volume 16 Issue 145 Print Report; 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...

Claims For Refund Are Not "Evidences Of Indebtedness": August 1, 2022 - Bulletin Print Report; 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...

Activities Did Not Constitute "Significant Participation Activities": August 1, 2022 - Bulletin Print Report; 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...

Boot In A Single Entity Reorganization: July 29, 2022 - Volume 16 Issue 144 Print Report; 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...

A Revised Piece Of Tax Legislation Emerges From The Ashes: July 29, 2022 - Bulletin Print Report; 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...

"Judicial Admission" At Trial Supports FBAR Penalty Assessment: July 29, 2022 - Bulletin Print Report; 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...

Gain On Sale Of Partnership Interest Is Not Distributive Share: July 28, 2022 - Bulletin Print Report; 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...

The Inevitability Of Dividends: July 28, 2022 - Volume 16 Issue 143 Print Report; 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...

Trade-In Credit Denied: July 28, 2022 - Bulletin Print Report; 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...

Only the "Acquiring Corporation" Can Assume Liabilities in a 'C': July 27, 2022 - Volume 16 Issue 142 Print Report; X Corporation, (X), owns Y Corporation, (Y). X proposed to acquire all of the properties of Z Corporation, (Z). X and Z enter...

Tax Refund Traceable To Social Security Benefits Is Exempt: July 27, 2022 - Bulletin Print Report; 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...

Assessment Based On Fraud Was Time-Barred: July 27, 2022 - Bulletin Print Report; 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...

Presence Of "Financial Disability" Not Found: July 27, 2022 - Bulletin Print Report; 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...

JEF Will Spin-Off Vitesse Energy, Inc.: July 26, 2022 - Bulletin Print Report; 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...

Holder Of Life Estate "Owns" Property: July 26, 2022 - Volume 16 Issue 141 Print Report; 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...

California Bifurcates Non-Resident's Sale Of A Partnership Interest: July 26, 2022 - Bulletin Print Report; 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...

Child-Related Contingency Precludes Alimony Deduction: July 26, 2022 - Bulletin Print Report; 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...

Federal Courts Cannot Enjoin Assessment Of State Tax: July 25, 2022 - Bulletin Print Report; 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...

"IRD": July 25, 2022 - Volume 16 Issue 140 Print Report; 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)....

Art Gallery Not Operated For Profit: July 25, 2022 - Bulletin Print Report; 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...

Governor's Proclamation Waives Late Payment Interest: July 25, 2022 - Bulletin Print Report; Taxpayer operates a manufacturing facility located in Washington. The Department of Revenue's Audit Division identified additional business and occupation, ("B&O&q...

"Short" Put Option Can Precipitate A "Wash Sale": July 22, 2022 - Volume 16 Issue 139 Print Report; 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...

Concrete Supplier Did Not Install Capital Improvements: July 22, 2022 - Bulletin Print Report; 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...

Patent Infringement Not A Fifth Amendment Taking: July 22, 2022 - Bulletin Print Report; 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...

Internet Service Providers Are Not Subject To Virginia's "BPOL" Tax: July 22, 2022 - Bulletin Print Report; 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...

The Willens Deal Survey July 2022: July 21, 2022 - The Deal Survey: July 2022 Print 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.

Power To Vary The Investment Not Found: July 21, 2022 - Volume 16 Issue 138 Print Report; 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...

UBS Executive Denied Connecticut Resident Tax Credits - Part II: July 21, 2022 - Bulletin Print Report; 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 Clarifies Accounting For Stock With Contractual Sale Restrictions: July 21, 2022 - Bulletin Print Report; FASB points out, in Accounting Standards Update, ("ASU")No. 2022-03, June 2022, "Fair Value Measurement of Equity Securities Subject to Contractual Sale Re...

Disgorgement Did Not Serve A Compensatory Purpose: July 21, 2022 - Bulletin Print Report; 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...

Resolving A Conflict Between The Bankruptcy Code And The "TIA": July 20, 2022 - Bulletin Print Report; 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...

Contribution To Capital Not Necessarily A Device: July 20, 2022 - Volume 16 Issue 137 Print Report; 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...

SAND And NSR Announce Plan Of Arrangement: July 20, 2022 - Bulletin Print Report; Nomad Royalty Co. Ltd., ("NSR"), and Sandstorm Gold Ltd., ("SAND"), each a corporation organized under the laws of Canada, have entered into an "Arrang...

IRA Distribution Is "Moneys Received": July 20, 2022 - Bulletin Print Report; 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...

N.E.A. Has UBTI: July 19, 2022 - Volume 16 Issue 136 Print Report; 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...

When Is A Gift Of A Check Complete?: July 19, 2022 - Bulletin Print Report; Decedent, ("D"), was domiciled in Pennsylvania, ("PA"), when he died testate on September 11, 2015. In January 2007, D executed a Power of Attorney, ("...

CVRs Can Resolve Valuation Disputes: July 19, 2022 - Bulletin Print Report; 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...

Conditions For Section 1059(c)(4) Election Were Met: July 19, 2022 - Bulletin Print Report; 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...

Broadcom Files Preliminary S-4: July 18, 2022 - Bulletin Print Report; Broadcom's preliminary S-4 contains a brief discussion of its expect...

Tardy Tax Payment Forecloses Appeal Of Assessment: July 18, 2022 - Bulletin Print Report; 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...

Sale-Leaseback Did Not Constitute A Mortgage: July 18, 2022 - Bulletin Print Report; 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...

Losses Not Considered In Computing Homeowner's "Income": July 18, 2022 - Bulletin Print Report; 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...

Nontaxable Annuity Receipts Are Part Of "Disposable" Income: July 18, 2022 - Volume 16 Issue 135 Print Report; 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...

Successor Pension Plan Not Deemed To Be In "Critical Status": July 15, 2022 - Bulletin Print Report; 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...

"Excess" Tax Sharing Agreement Remittance Is A Dividend: July 15, 2022 - Volume 16 Issue 134 Print Report; 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...

Additional Tax On Amended Return Draws Late Payment Interest: July 15, 2022 - Bulletin Print Report; 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...

IRA Found Subject To Garnishment: July 15, 2022 - Bulletin Print Report; 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...

U And IS Announce An "All-Stock" Combination: July 14, 2022 - Bulletin Print Report; Unity Software, Inc., ("U"), and ironSource Ltd., ("IS"), a corporation organized and existing under the laws of Israel,announced that they have enter...

Business Purpose Needed For Gaining Spin-Off Control?: July 14, 2022 - Volume 16 Issue 133 Print Report; 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...

Federal Tax Lien Attaches To Alimony Payments: July 14, 2022 - Bulletin Print Report; 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...

I.R.S. Not Precluded From Asserting Excise Tax Liability: July 14, 2022 - Bulletin Print Report; 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...

Taxpayer Not "Away From Home": July 13, 2022 - Volume 16 Issue 132 Print Report; 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,...

Only Apportioned Business Income Is Taxable In California: July 13, 2022 - Bulletin Print Report; 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...

Ticket Broker Need Not Collect And Remit Sales Or Use Tax: July 13, 2022 - Bulletin Print Report; 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...

G.M.'s Tax Credit Information Is Subject To Disclosure: July 13, 2022 - Bulletin Print Report; 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...

Pre-Marital NOL Cannot Offset Income Of Spouse: July 12, 2022 - Volume 16 Issue 131 Print Report; 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...

Recycling Not A Bar To Imposition Of New Jersey's "Litter" Fee: July 12, 2022 - Bulletin Print Report; 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...

Senior Residential Facilities Were Not "Health Care Facilities": July 12, 2022 - Bulletin Print Report; Taxpayer, ("TP"), is a real estate investment trust, (a "REIT"). TP holds interests in age-restricted senior residential facilities, (the "Facilities&q...

"Failed To Act" Means "Failed To Render A Decision": July 12, 2022 - Bulletin Print Report; 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...

New York Seeks To Tax More Of Hedge Funder's Deferred Compensation: July 11, 2022 - Bulletin Print Report; 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...

Foreign Currency Not Subject To The Wash Sale Provisions: July 11, 2022 - Volume 16 Issue 130 Print Report; The questionto be consideredis whether foreign currenciesconstitute "securities" within the meaning of Sec. 1091 of the Code, relating to...

Inadequate Tax Reporting Caused A Breach Of Contract: July 11, 2022 - Bulletin Print Report; 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...

"MSA" Payments Not Includible In Cost Of Goods Sold: July 11, 2022 - Bulletin Print Report; Petitioners, ("Ps"), are engaged in the business of manufacturing cigarettes. Ps are parties to a Master Settlement Agreement, ("MSA"). The MSA requires the...

Accounting For HTA's Special Distribution: July 8, 2022 - Bulletin Print Report; 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...

Who Is "The Person" Who Made The Overpayment?: July 8, 2022 - Volume 16 Issue 129 Print Report; 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...

A Portion Of Retirement Benefits Are From "Privately Funded Sources": July 8, 2022 - Bulletin Print Report; The taxpayer, ("TP"),is a retired Federal government employee. Under the Federal Employees Retirement System, ("FERS"), retired Federal government emp...

Substantial Compliance With A Statutory Requirement Is Not Sufficient: July 8, 2022 - Bulletin Print Report; 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...

Actual Payment Not Required For Sec. 881 To Apply: July 7, 2022 - Volume 16 Issue 128 Print Report; 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...

Baker's Purchase Of Utilities Subject To Sales Tax: July 7, 2022 - Bulletin Print Report; 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...

Federal Tax Lien Did Not "Attach" To Debtor's Personal Property: July 7, 2022 - Bulletin Print Report; 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...

Plant Sales Were Subject To Sales Tax: July 7, 2022 - Bulletin Print Report; Applicant, ("APP"),is a section 501(c)(3) charitable and educational organization whose exclusive purpose is horticultural education to support and to supplemen...

Non-Resident Shareholders Taxed On 'S' Corporation's Business Income: July 6, 2022 - Bulletin Print Report; 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...

Shares Held In Escrow Are Owned "Directly": July 6, 2022 - Volume 16 Issue 127 Print Report; 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...

Corporation Not Synonymous With Its Disregarded Entity: July 6, 2022 - Bulletin Print Report; Plaintiff, ("P"), is a 'C' corporation. During 2016 and 2017, P wholly owned two subsidiaries, (the "subsidiaries"). The subsidiaries are each limit...

Bulk Sale Purchaser Became Liable For Seller's Sales Taxes: July 6, 2022 - Bulletin Print Report; 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...

GSK plc Announces A "De-merger": July 5, 2022 - Bulletin Print Report; GSKplc, ("GSK"), and Pfizer, Inc., ("PFE"), operate a joint venture, "Consumer Healthcare Holdings," ("CH JVCo"), in which GSK&nbs...

Parent Owns Subsidiary's Stock Until Sale Closes: July 5, 2022 - Volume 16 Issue 126 Print Report; 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...

Con Edison Does Not Charge Twice For The "GRT": July 5, 2022 - Bulletin Print Report; 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...

"Deed-In-Lieu" Property Produced Only Section 1231 Gain: July 5, 2022 - Bulletin Print Report; 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 ...

N.J. Resident Did Not Have A "Residential Interest" In N.Y. Vacation Home: July 1, 2022 - Bulletin Print Report; In April 2016, a notice of deficiency was issued to petitioners, ("Ps"), from the Department of Taxation and Finance, (the "Department"). Ps were domiciled...

Corporation's Exercise Of Option Does Not Result In Dividend: July 1, 2022 - Volume 16 Issue 125 Print Report; 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,...

Bulk Water Is Not Tangible Personal Property Subject To Sales Tax: July 1, 2022 - Bulletin Print Report; 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...

Leases Of "COAMs" Subject To Sales And Use Tax: July 1, 2022 - Bulletin Print Report; 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...

Taxpayer's "Abode" Was Outside The United States: June 30, 2022 - Bulletin Print Report; 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...

Contributions to Capital Are Not "Items of Income": June 30, 2022 - Volume 16 Issue 124 Print Report; N1, N2, and W, each of whom is an individual, own all of the stock of three 'S' corporations, WNNY, GLD, and WNCA. N1 and N2 are brothers. &nb...

TracFone Subject To Maine's Service Provider Tax: June 30, 2022 - Bulletin Print Report; 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...

"Suspended" Corporation Is Capable Of Making A Distribution: June 30, 2022 - Bulletin Print Report; 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...

Has JUUL's Stock Become Worthless?: June 29, 2022 - Bulletin Print Report; 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...

Income From Supplying Water Is Qualifying Income: June 29, 2022 - Volume 16 Issue 123 Print Report; 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...

Supreme Court Rejects "Disparate Impact" Theory: June 29, 2022 - Bulletin Print Report; 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...

Seattle's "Amazon Tax" Is Constitutional: June 29, 2022 - Bulletin Print Report; 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...

SAVE/ULCC Merger Bumping Up Against The "Control Requirement": June 28, 2022 - Bulletin Print Report; 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...

Trustee Does Not Acquire A Prohibited Interest: June 28, 2022 - Volume 16 Issue 122 Print Report; 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...

Land Used In Connection With A Public Water Supply Is Taxable: June 28, 2022 - Bulletin Print Report; 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...

Property Tax Exemption Limited To One Dwelling: June 28, 2022 - Bulletin Print Report; This case involves three contiguous parcels of real property, the "2514" parcel, the "2520" parcel, and the "2524" parcel. The properties collecti...

Taxpayer Sold "Day Trips For Sightseeing Purposes": June 27, 2022 - Bulletin Print Report; 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...

Premiums On "Stop-Loss" Insurance Policies Are Taxable: June 27, 2022 - Bulletin Print Report; 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...

Competition for Capital Precipitates a Spin-Off: June 27, 2022 - Volume 16 Issue 121 Print Report; D is a publicly traded corporation that conducts a pharmaceuticals business. C, a wholly-owned subsidiary of D, conducts a cosmetics business. &...

Cost Of Business Clothing Ruled Deductible: June 27, 2022 - Bulletin Print Report; 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 &...

Cash Originating With Target Treated As "Boot": June 24, 2022 - Volume 16 Issue 120 Print Report; 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...

Lessee Had Equitable Title To The Underlying Property: June 24, 2022 - Bulletin Print Report; 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...

OAS's Special Dividend Promises To Be "Extraordinary": June 24, 2022 - Bulletin Print Report; 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...

Net Lessee May Grieve Real Estate Tax Assessment: June 24, 2022 - Bulletin Print Report; 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...

The Willens Deal Survey June 2022: June 23, 2022 - The Deal Survey: June 2022 Print 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.

New Home Not Acquired By Means Of "Purchase": June 23, 2022 - Volume 16 Issue 119 Print Report; 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...

Transfer Of Low-Income Housing Exempt From "REET": June 23, 2022 - Bulletin Print Report; In 2017, a Washington Limited Partnership...transferred a controlling interest in...LLC ("Taxpayer") to Transferee. Taxpayer filed a Real Estate Excise Tax(&quo...

Will The Acquisition Of LWRK Qualify As A Reorganization?: June 23, 2022 - Bulletin Print Report; TELUSCorporation, ("TU"), announced that it has entered into a definitive agreement with LifeWorks, Inc., ("LWRK"), pursuant to which TUwill acq...

Website "Began" Before Revenue Was Generated: June 23, 2022 - Bulletin Print Report; 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...

Withholding Tax Likely On Algoma's Stock Buyback: June 22, 2022 - Bulletin Print Report; Algoma Steel Group, Inc., a Canadian corporation, is launching a rather...

AT&T's Spin-Off Ruling Does Not Dwell On The "Active Business" Issue: June 22, 2022 - Bulletin Print Report; LTR202224002, December 28, 2021, appears to be the ruling that was issued to AT&T, ("T"), in connection with its highly publicized"Reverse Morris...

Ascertaining The Owner Of Escrowed Shares: June 22, 2022 - Volume 16 Issue 118 Print Report; 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...

Discharge Of Debt Not Prerequisite To Issuance Of Form 1099-C: June 22, 2022 - Bulletin Print Report; 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...

Defaulting Taxpayer Not Entitled To "QRI" Deduction: June 22, 2022 - Bulletin Print Report; 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...

Resort-Area Tax Did Not Automatically "Sunset": June 21, 2022 - Bulletin Print Report; 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...

Timely Merger Brings Sec. 332 Into Play: June 21, 2022 - Volume 16 Issue 117 Print Report; 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...

Expropriation Loss Not Claimed In Proper Year: June 21, 2022 - Bulletin Print Report; 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...

Modular Units Were Not "Immovable": June 21, 2022 - Bulletin Print Report; 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...

Congressionally Sanctioned "Tax Avoidance" Immune From Sec. 269: June 17, 2022 - Volume 16 Issue 116 Print Report; 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...

Car Lifts Are Not "Capital Improvements": June 17, 2022 - Bulletin Print Report; 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...

Sales Of Services Not Covered By P.L. 86-272: June 17, 2022 - Bulletin Print Report; Petitioner, ("P"), is a Florida corporation. P is in the business of selling travel services utilizing Independent Travel Consultants, ("ITCs"), nationwide,...

Author Did Not Provide A Service: June 17, 2022 - Bulletin Print Report; 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...

Federal Conformity Cannot Be Inferred: June 16, 2022 - Bulletin Print Report; 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...

Characterizing "Tax Sharing" Payments: June 16, 2022 - Volume 16 Issue 115 Print Report; 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...

Ramp Supervisor Engaged In Interstate Commerce: June 16, 2022 - Bulletin Print Report; LS works for Southwest Airlines, ("SA"), as a "ramp supervisor." Her work frequently requires her to load and unload baggage, airmail, and commercial cargo...

Michigan Resident Denied The Benefit Of "Principal Residence Exemption": June 16, 2022 - Bulletin Print Report; 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...

STZ's Controlling Shareholders Propose A Recapitalization: June 15, 2022 - Bulletin Print Report; Constellation Brands, Inc., ("STZ"), has long had a high vote/low vote common stock structure. The Sands family, (the "Family"), collectively holds over 98...

Fuel Exchange Agreement Creates Nexus: June 15, 2022 - Volume 16 Issue 114 Print Report; 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...

"Prospective Use" Doctrine Does Not Provide Tax Exemption: June 15, 2022 - Bulletin Print Report; It is well-settled that real property is presumed taxable, and exemption statutes are strictly construed. See Anderson/Maltbie Partnership v. Levin, 127 Ohio...

Loss From Sale Of Real Estate Was Capital In Nature: June 15, 2022 - Bulletin Print Report; 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...

PLD And DRE Enter Into A Merger Agreement: June 14, 2022 - Bulletin Print Report; Prologis, Inc., ("PLD"), and Duke Realty Corporation, ("DRE"), each a real estate investment trust, ("REIT"), announced that they have entered int...

Tax Motivated Disaffiliation Respected: June 14, 2022 - Volume 16 Issue 113 Print Report; 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...

The "MRT" Passes Constitutional Muster: June 14, 2022 - Bulletin Print Report; 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, ("...

Expense Of Seller Is Part Of The "Sales Price": June 14, 2022 - Bulletin Print Report; 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...

Merger Transferee Succeeded To Transferor's Unused Tax Credits: June 13, 2022 - Bulletin Print Report; 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...

An FBAR Penalty Is A "Debt": June 13, 2022 - Bulletin Print Report; 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...

Voting Stock Can Be "Other Than Common Stock": June 13, 2022 - Volume 16 Issue 112 Print Report; 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...

In-Kind Redemption By Open-End Management Investment Company: June 10, 2022 - Volume 16 Issue 111 Print Report; 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...

Retail Installment Contracts Not Allocated To Louisiana: June 10, 2022 - Bulletin Print Report; 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...

Reinsurer Granted Permission To Change Apportionment Methodology: June 10, 2022 - Bulletin Print Report; 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...

Sec. 318 Applies Only Where Expressly Made Applicable: June 9, 2022 - Volume 16 Issue 110 Print Report; 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...

Bow Manufacturer Properly Subject To Excise Taxes: June 9, 2022 - Bulletin Print Report; 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'...

SRLP Is Going Private: June 9, 2022 - Bulletin Print Report; 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...

NYS Tax On Distributions From An I.R.A.: June 8, 2022 - Volume 16 Issue 109 Print Report; 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...

Sale For Resale Exemption Not Properly Claimed: June 8, 2022 - Bulletin Print Report; 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...

Tax Refund Properly Offset Against Delinquent Student Loan: June 8, 2022 - Bulletin Print Report; 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...

Prohibition On Receipt Of Income Precludes Allocation Thereof: June 7, 2022 - Volume 16 Issue 108 Print Report; 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...

No Credit Available For UK Taxes Imposed On Earned Income: June 7, 2022 - Bulletin Print Report; The taxpayers, a husband, ("H"), and wife, ("W"), filed a Virginia, ("V"), resident income tax return for the 2018 taxable year in February 2020....

Hedge Fund Manager Improperly Denied Right To A Jury Trial: June 7, 2022 - Bulletin Print Report; 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...

Sec. 351 Exchange Can Terminate A Partnership: June 6, 2022 - Volume 16 Issue 107 Print Report; 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...

"Retail Sale" Of Medical Equipment Found: June 6, 2022 - Bulletin Print Report; Petitioner, ("P"), develops, manufactures, and commercializes products for the treatment of dermatological disorders. In June 2015, P acquired a technology called &qu...

Disaster Relief Payments Not Included In Gross Income: June 6, 2022 - Bulletin Print Report; 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....

Change In Use Of Farm Property Did Not Trigger Added Assessments: June 6, 2022 - Bulletin Print Report; 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...

Unrecovered Basis Added To Basis Of Related Person: June 3, 2022 - Volume 16 Issue 106 Print Report; 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...

Rental Activity Does Not Preclude A "PRE": June 3, 2022 - Bulletin Print Report; 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...

Filling Of Prescriptions Constitutes A Qualified Trade Or Business: June 3, 2022 - Bulletin Print Report; 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...

Physical Presence Created Substantial Nexus: June 3, 2022 - Bulletin Print Report; Taxpayer is a New York corporation which sells various consumer products over the Internet, and specifically through Amazon.com marketplace. Taxpayer participated in A...

Will GFI's Acquisition Of AUY Constitute A Reorganization?: June 2, 2022 - Bulletin Print Report; Gold Fields Limited, ("GFI"), and Yamana Gold, Inc., ("AUY"), announced that they have entered into a definitive agreement, (the "Arrangement Agreement...

Earnings On Pensions Not Excluded From NY AGI: June 2, 2022 - Volume 16 Issue 105 Print Report; 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...

Employee Benefit Expenses Not Included In "COGS": June 2, 2022 - Bulletin Print Report; 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...

Deed Did Not Satisfy The Requirements Of Section 170(f)(8)(B): June 2, 2022 - Bulletin Print Report; 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...

PCH Agrees To Foot OP Unitholders' Tax Bills: June 1, 2022 - Bulletin Print Report; PotlachDeltic Corporation, ("PCH"), and CatchMark Timber Trust, ("CTT"), each a real investment trust, ("REIT"), announced that they have entered...

Preliminary Expenses Not Deductible: June 1, 2022 - Volume 16 Issue 104 Print Report; 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,...

Lubricants And Dyed Diesel Fuel Exempt From Sales Tax: June 1, 2022 - Bulletin Print Report; 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...

Late "ESBT" Election Does Not Terminate 'S' Corporation Status: June 1, 2022 - Bulletin Print Report; 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...

Taxpayer Cannot Rely On Erroneous "STC" Interpretation: May 31, 2022 - Bulletin Print Report; P married JL in 2001. After their marriage, they purchased and resided at "413." On March 18, 2010, P was deeded the "Fp;" her husband was not on t...

Seminar Tuition Not Deductible Under Sec. 212: May 31, 2022 - Volume 16 Issue 103 Print Report; 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...

High-Speed Trader Subject To Use Tax On Market Data: May 31, 2022 - Bulletin Print Report; 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...

"Momentary Ownership" Ignored For 'S' Corporation Election Purposes: May 31, 2022 - Bulletin Print Report; 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...

AVGO's Acquisition Of VMW Is Intended To Qualify As A Reorganization: May 27, 2022 - Bulletin Print Report; Broadcom, Inc., ("AVGO"), and VMware, Inc., ("VMW"), announced an agreement under which AVGO will acquire "all of the outstanding shares of VMWin...

No Sec. 338 Election Without A "Qualified Stock Purchase": May 27, 2022 - Volume 16 Issue 102 Print Report; A Sec. 338 election has the salubriouseffect of "converting" a purchase by one corporation of the stock of another into a purchase of the latter's...

Section 481(a) Adjustment Does Not Constitute Gross Income: May 27, 2022 - Bulletin Print Report; 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...

Food Stamps Are Not An "Asset": May 27, 2022 - Bulletin Print Report; 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...

Joint Tenant Not Entitled To First Time Homebuyer Credit: May 26, 2022 - Volume 16 Issue 101 Print Report; 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...

Massachusetts Cannot Tax Foreign Corporation's Capital Gain: May 26, 2022 - Bulletin Print Report; 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...

Retail Sales Includes Sales Of Digital Goods: May 26, 2022 - Bulletin Print Report; TP is a photography business. TP specializes in producing portrait photographs... The Client Service Agreement, (the "Agreement"), includes the following relevant pro...

Ten Year Carry Back Of "SLLs" Denied: May 25, 2022 - Bulletin Print Report; 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...

Non-Custodial Parent Denied Dependency Exemption: May 25, 2022 - Volume 16 Issue 100 Print Report; In 1997, CEK and MEB had a son, EJK. CEK and MEB were never married to each other and maintained separate residences. Pursuan...

Tuition Tax Credit Rejected: May 25, 2022 - Bulletin Print Report; 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...

Duty To Collect Sales Tax Not Affected By Customer Exemption: May 25, 2022 - Bulletin Print Report; TP specializes in providing technical expertise in operations and engineering for the biogas use and management industries. The Customer, ("C"), produces energy from...

The Willens Deal Survey May 2022: May 25, 2022 - The Deal Survey: May 2022 Print 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.

Highway Use Tax Is Equivalent To Sales Tax: May 24, 2022 - Bulletin Print Report; Taxpayer resides in North Carolina. In April 2021, Taxpayer purchased a vehicle from a dealership in Indiana, (the "Dealership"). The Dealership collected Indiana sal...

Both Spouses Must Qualify Under The Same Paragraph Of Sec. 36(c): May 24, 2022 - Volume 16 Issue 99 Print Report; 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...

Damage Charges Included In Taxable Income: May 24, 2022 - Bulletin Print Report; TP rents recreational vehicles, ("RVs"), to drivers in Washington. The rental agreements specifically address the possibility that vehicles will be returned subject t...

Debtor's IRA Did Not Lose Its Tax Exempt Status: May 24, 2022 - Bulletin Print Report; 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...

Spin-Off Will Not Impede Acquisition Of VMW: May 23, 2022 - Bulletin Print Report; On November 1, 2021, Dell Technologies, Inc., ("DTI"), distributed 81 percent of the stock of its subsidiary, VMWare, Inc., ("VMW"), to its shareholders in...

Alimony Or Separate Maintenance Payments Not Found: May 23, 2022 - Bulletin Print Report; 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&...

The I.R.S. Gets "Whammed": May 23, 2022 - Volume 16 Issue 98 Print Report; 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...

"Ordinary Care" Is Not Synonymous With "Reasonable Cause": May 23, 2022 - Bulletin Print Report; 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...

Trade Date Controls Gain Or Loss Reporting: May 20, 2022 - Volume 16 Issue 97 Print Report; 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...

Military Retirement Payments Were Not Excludible From Gross Income: May 20, 2022 - Bulletin Print Report; 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...

Extension Of Time To File "Triple-Eye" Agreement Granted: May 20, 2022 - Bulletin Print Report; TP is a domestic individual. TP and members of TP's family owned stock in Corporation, ("C"). On "Date," all of TP's stock was redeemed in exchange...

A "Clean Room" Constitutes Tangible Personal Property: May 20, 2022 - Bulletin Print Report; Taxpayer, ("TP"), with a research facility located in Virginia, is engaged in pharmaceutical development, formulation, and production. The Department's auditor as...

No Landlord/Tenant Relationship Between Husband And Wife: May 19, 2022 - Volume 16 Issue 96 Print Report; 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...

Purchase Of In-Flight Meals Subject To Sales Tax: May 19, 2022 - Bulletin Print Report; 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 ...

Faxed Delinquent Return Was Property "Filed": May 19, 2022 - Bulletin Print Report; 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...

Pipeline Is Tangible Personal Property: May 19, 2022 - Bulletin Print Report; 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...

FANG's "Roll-Up" Will Be A Tax-Free Reorganization: May 18, 2022 - Bulletin Print Report; There have been numerous MLP "roll-ups" over the past severalyears. These transactions ordinarily involve the acquisition by the "sponsor" of the publ...

Gain Attributable To Inventory Not Eligible For Installment Reporting: May 18, 2022 - Volume 16 Issue 95 Print Report; P was a partner in a partnership that held "substantially appreciated inventory." A porton of that property constituted inventory within the meaning of Sec....

The "Assessable Payment" Is A "Tax": May 18, 2022 - Bulletin Print Report; 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...

Non-Resident Partner Taxable On "Effectively Connected Income": May 18, 2022 - Bulletin Print Report; 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 Will Redeem Its Warrants: May 17, 2022 - Bulletin Print Report; 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...

Expenses Of Appraisal Proceedings Not "Organizational Expenditures": May 17, 2022 - Volume 16 Issue 94 Print Report; 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...

The Shared Responsibility Payment Is Governed By Section 507(a)(8)(A): May 17, 2022 - Bulletin Print Report; 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...

Exemption Applies From First Day Of Exempt Use: May 17, 2022 - Bulletin Print Report; 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...

Unrecovered Basis In A Sec. 304 Redemption: May 16, 2022 - Volume 16 Issue 93 Print Report; 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...

"FIT" Statutes Make No Business/Non-Business Income Distinction: May 16, 2022 - Bulletin Print Report; TP is a holding company. TP's subsidiaries provide banking services. TP filed combined 2014, 2015, and 2016 Indiana Financial Institution Tax, ("FIT"), returns, w...

All Owners Were Not Religious Societies: May 16, 2022 - Bulletin Print Report; 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...

Sale Of Fabric Subject To NYS Sales Tax: May 16, 2022 - Bulletin Print Report; 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...

Will BAM's "Special Distribution" Be Tax-Free For U.S. Shareholders?: May 13, 2022 - Bulletin Print Report; Brookfield, ("BAM"), in conjunction with its Q1 earnings report, announced that it intends to distribute 25 percent of the equity interestsinan entity tha...

Not All Capitalized Costs Are Recoverable: May 13, 2022 - Volume 16 Issue 92 Print Report; 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...

Reimbursed Expenses Included In Gross Receipts For Sales Tax Purposes: May 13, 2022 - Bulletin Print Report; 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...

Award Of Attorney Fees Not Income To Litigants: May 13, 2022 - Bulletin Print Report; 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...

Joint Filers Are A "Taxable Unit": May 12, 2022 - Volume 16 Issue 91 Print Report; 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...

Cell Tower Is Taxable Real Property: May 12, 2022 - Bulletin Print Report; 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...

Personal Reports Are Not A Taxable "Information Service": May 12, 2022 - Bulletin Print Report; Petitioner, ("P"), provides a coaching/facilitation service that teaches techniques for effective listening and communication in a business environment. P administers...

PFE To Acquire The Balance Of BHVN: May 12, 2022 - Bulletin Print Report; Pfizer, Inc., ("PFE"), and its affiliate, BiohavenPharmaceutical Holding Co., Ltd., ("BHVN"),a company organized under the laws of the British V...

When Does the Sec. 1033 Clock Start?: May 11, 2022 - Volume 16 Issue 90 Print Report; 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...

"IDA" Receipts Not Sourced To New York: May 11, 2022 - Bulletin Print Report; Petitioner, T.D. Ameritrade, Inc., ("P"), introduces brokerage client accounts to TDAC, an affiliated clearingbroker-dealer. P is responsible for opening, appro...

Glucose Monitors Are Subject To Sales Tax: May 11, 2022 - Bulletin Print Report; 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...

New York Non-Residents and "QSOs": May 10, 2022 - Volume 16 Issue 89 Print Report; 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...

Corporate Officer Found Liable For Unpaid Withholding Taxes: May 10, 2022 - Bulletin Print Report; 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...

Section 6020(b) Tax Liabilities Cannot Be Discharged: May 10, 2022 - Bulletin Print Report; 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...

ICE Pursues A Fully Taxable Transaction: May 9, 2022 - Bulletin Print Report; Intercontinental Exchange, Inc., ("ICE"), announced that it has entered into a definitive agreement to acquire Black Knight, Inc., ("BKI"). The "cash a...

I.R.S. May Attach Property Held By Nominee: May 9, 2022 - Volume 16 Issue 88 Print Report; 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...

Improvements On Tribal Land Are Subject To Property Tax: May 9, 2022 - Bulletin Print Report; 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...

"Any Means" Of Understatement Attracts A Penalty: May 9, 2022 - Bulletin Print Report; 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...

Gaming Company Avoids Nevada Use Tax: May 6, 2022 - Volume 16 Issue 87 Print Report; 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 FBAR Penalty Is Not A "Fine": May 6, 2022 - Bulletin Print Report; 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...

Excess Contributions Cause Loss Of Tax-Exempt Status: May 6, 2022 - Bulletin Print Report; 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...

Credit Card Surcharge Is Part Of The "Sales Price": May 6, 2022 - Bulletin Print Report; M operates real properties as vacation rentals. He markets these properties through third parties, ("third-party marketers"). The third-party marketers collect the ap...

Redemption Proceeds Can Be Distributed In Partial Liquidation: May 5, 2022 - Volume 16 Issue 86 Print Report; 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...

Vendor Allowances Are Integrated With Purchase And Sale Of Inventory: May 5, 2022 - Bulletin Print Report; 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...

"Filed" Means "Delivered": May 5, 2022 - Bulletin Print Report; 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...

Actual Use Of Property Is Necessary For Exemption: May 4, 2022 - Bulletin Print Report; 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...

Visual Display Work Is A "Retail Sale": May 4, 2022 - Bulletin Print Report; 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...

Passive Investment Activities Are An "Insurance Business": May 4, 2022 - Volume 16 Issue 85 Print Report; 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...

"QEZE" Tax Reduction Credit Informed By 'S' Corporation's "BAP": May 4, 2022 - Bulletin Print Report; 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...

Management Fees Were Nothing More Than Disguised Distributions: May 3, 2022 - Bulletin Print Report; 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...

SFI Inclusions Constitute "Qualifying" Income: May 3, 2022 - Volume 16 Issue 84 Print Report; 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...

Withholding Tax Is Included In Gross Income: May 3, 2022 - Bulletin Print Report; 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...

Loss Deduction Would Frustrate Public Policy: May 3, 2022 - Bulletin Print Report; 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...

Land Not Devoted Primarily To Agricultural Use: May 2, 2022 - Bulletin Print Report; 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,...

Increase In Conversion Ratio Is Not A Deemed Distribution Of Stock: May 2, 2022 - Volume 16 Issue 83 Print Report; 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...

Janitorial Services Not Subject To Sales Tax: May 2, 2022 - Bulletin Print Report; 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...

Affixing Labels To Finished Products Is Not Manufacturing: May 2, 2022 - Bulletin Print Report; 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...

Settlement Costs Did Not Facilitate Capital Transaction: April 29, 2022 - Volume 16 Issue 82 Print Report; 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...

Sales By Receivers Are Subject To "REET": April 29, 2022 - Bulletin Print Report; 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...

Off-Premises/On-Premises Sign Distinctions Are Content Neutral: April 29, 2022 - Bulletin Print Report; Federal, state, and local governments have long distinguished between signs (such as billboards) that promote...products...located elsewhere and those that promote things locat...

Promotional Items Not Sold To Customers: April 29, 2022 - Bulletin Print Report; 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...

Credits Reduce Tax Liabilities: April 28, 2022 - Bulletin Print Report; 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...

Residents Of Puerto Rico May Be Excluded From Benefits Programs: April 28, 2022 - Bulletin Print Report; 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...

Can A "Blocker" Corporation Avoid Estate Tax?: April 28, 2022 - Volume 16 Issue 81 Print Report; 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...

Section 6330(d)(1)'s Filing Deadline Is Subject To Equitable Tolling: April 28, 2022 - Bulletin Print Report; 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...

PSA To Distribute PSB Gain: April 27, 2022 - Bulletin Print Report; Recently, PS Business Parks, Inc., ("PSB") agreed to be acquired by Blackstone Real Estate ("BREIT"), in a transaction structured as a "reverse cash me...

TWTR's NOLs (And Interest Expense) Will Take A Licking: April 27, 2022 - Bulletin Print Report; 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...

Merger Consideration Constructively Received In Year Of Merger: April 27, 2022 - Volume 16 Issue 80 Print Report; 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...

Neither Spouse Qualified As A "Real Estate Professional": April 27, 2022 - Bulletin Print Report; 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...

BX Forgoes Basis Step-Up: April 26, 2022 - Bulletin Print Report; Just last week, the consistently acquisitiveBlackstone Real Estate, ("BREIT"), entered into a plan to acquire ACC. The transaction was structured in the manner...

Workmen's Compensation Excluded From Disposable Income: April 26, 2022 - Bulletin Print Report; 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...

Auxiliary Property Found To Be Tax-Exempt: April 26, 2022 - Bulletin Print Report; 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...

"In-House" Qualified Stock Purchase: April 26, 2022 - Volume 16 Issue 79 Print Report; 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...

Statutory Resident (Of NY) Not Entitled To Credit For CT Taxes: April 25, 2022 - Volume 16 Issue 78 Print Report; 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...

Property Not Used "Primarily As A Dwelling": April 25, 2022 - Bulletin Print Report; County property records identified the subject property as "single family residential." Defendant inspected the subject property and determined that it was commercial...

Owner Is Not A Qualified Employee: April 25, 2022 - Bulletin Print Report; 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...

Compensation And Grants Are Mutually Exclusive: April 25, 2022 - Bulletin Print Report; 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...

GENZ's Royalty Income Not Excluded From "Entire Net Income": April 22, 2022 - Bulletin Print Report; 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...

Non-Residential Development Fee Properly Imposed: April 22, 2022 - Bulletin Print Report; Plaintiff, ("P"),is the owner of real property, (the "subject property"). The subject property was improved with two dwellings prior to P's non-re...

Extracting "Unwanted" Assets In The Context Of Sec. 338(h)(10): April 22, 2022 - Volume 16 Issue 77 Print Report; 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...

Conveyance Of Realty Subject To Maximum "RPTT" Rate: April 22, 2022 - Bulletin Print Report; Petitioner, ("P"), owned real property in Staten Island, (the "Property"). The Property covered two separate street addresses. Each street address has a sem...

The Willens Deal Survey April 2022: April 22, 2022 - The Deal Survey: April 2022 Print 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 Uncertain Tax Consequences Of "Poison Pill" Plans: April 21, 2022 - Bulletin Print Report; 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...

Small Reductions Can Also Be Regarded As Meaningful Ones: April 21, 2022 - Volume 16 Issue 76 Print Report; 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 Common Law "Mailbox Rule" Has Been Supplanted: April 21, 2022 - Bulletin Print Report; 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...

Customers Did Not Purchase Apple Gift Cards: April 21, 2022 - Bulletin Print Report; 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...

ACC Will Be The Subject Of A Forward Cash Merger: April 20, 2022 - Bulletin Print Report; American Campus Communities, Inc., ("ACC"), a real estate investment trust, ("REIT"), has entered into a definitive agreement in connection withwhich...

Smelter Processes Natural Resources: April 20, 2022 - Volume 16 Issue 75 Print Report; 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...

Mailbox Rule Does Not Apply To Court Documents: April 20, 2022 - Bulletin Print Report; 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...

Airline Tickets Includible In Retiree's Gross Income: April 20, 2022 - Bulletin Print Report; 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...

Stock Subject To First Refusal Right Is Common Stock: April 19, 2022 - Volume 16 Issue 74 Print Report; 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...

Private Duty Nurses Were Employees: April 19, 2022 - Bulletin Print Report; 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...

Jurisdiction Lacking With Respect To Untimely Refund Claims: April 19, 2022 - Bulletin Print Report; B and K are retired United Airlines, ("UA"), employees covered by UA's non-qualified deferred compensation, ("NQDC"), plan. Normally, for purposes of FI...

Grant Of Option Is Not A Sale, Exchange, Or Other Disposition: April 18, 2022 - Volume 16 Issue 73 Print Report; 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...

Section 280E Properly Omitted From Computation Of "Base Income": April 18, 2022 - Bulletin Print Report; 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 "...

Only Property "Used" Or "Held" Is Eligible For Depreciation: April 18, 2022 - Bulletin Print Report; Plaintiff, ("P"), purchased the "Hansen Lodge" in December 2017. It needed to be improved. As of January 2018, the lodge "was furnished, utilities were...

Taxpayer Not Engaged In "Highway Transportation For Hire": April 18, 2022 - Bulletin Print Report; 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...

Rebates Are Not Includible In Gross Income: April 14, 2022 - Volume 16 Issue 72 Print Report; 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...

Restaurant Utensils Not Purchased For Resale: April 14, 2022 - Bulletin Print Report; 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...

Couple Cannot Meet Section 121's "Use" Requirement: April 14, 2022 - Bulletin Print Report; 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...

Affiliated Group Of Entities Found: April 14, 2022 - Bulletin Print Report; 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...

FRO And EURN Announce A Business Combination: April 13, 2022 - Bulletin Print Report; 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...

Gain Not Characterized As "IRD": April 13, 2022 - Volume 16 Issue 71 Print Report; 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...

Connecticut Follows "Libson Shops": April 13, 2022 - Bulletin Print Report; 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...

Taxes Are "Paid" When The Tax Return Is Filed: April 13, 2022 - Bulletin Print Report; 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...

Non-Filer Not Entitled To Itemize Deductions: April 12, 2022 - Bulletin Print Report; 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...

Shareholders Had Basis In 'S' Corporation Sufficient To Absorb Losses: April 12, 2022 - Volume 16 Issue 70 Print Report; 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...

Shredded Tires Are No Substitute For Coal: April 12, 2022 - Bulletin Print Report; 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...

Architectural Firm Was Exempt From Sales Tax: April 12, 2022 - Bulletin Print Report; The Applicant is an architectural, engineering, planning, interiors, graphics, and consulting firm. The Applicant's corporate headquarters is located in Missouri. The Appli...

Rental Vehicle Fee Properly Imposed: April 11, 2022 - Bulletin Print Report; 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...

Aspiring Real Estate Broker Cannot Deduct Educational Expenses: April 11, 2022 - Volume 16 Issue 69 Print Report; 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...

A "Section 17 Corporation" Has No "Non-Resident Taxable Income": April 11, 2022 - Bulletin Print Report; 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...

"Residence" Necessitates Some Degree Of Permanence: April 11, 2022 - Bulletin Print Report; 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...

Ascertaining The Amount Of A Claim Against The Estate: April 8, 2022 - Volume 16 Issue 68 Print Report; 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...

Approval Of A Penalty Need Only Occur Before Assessment: April 8, 2022 - Bulletin Print Report; Taxpayers must disclose participation in "listed transactions" by attaching a disclosure statement to their return. In 1999, Taxpayer became a participating employer...

Section 481(a) Adjustment Excluded From REIT's "Gross Income": April 8, 2022 - Bulletin Print Report; 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...

Homeowner Exemption Statutes Were Substantially Similar: April 8, 2022 - Bulletin Print Report; 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' Spin-Off Of BellRing Checks All The Boxes: April 7, 2022 - Bulletin Print Report; 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...

Shareholder Allowed Deduction For Payment of Corporation's Debts: April 7, 2022 - Volume 16 Issue 67 Print Report; On May 1, 1966, Mr. G incorporated GPH to provide plumbing and heating services. Mr. G owned all of its capital stock. In the...

Sales Tax Exemption Based On An Agency Theory Denied: April 7, 2022 - Bulletin Print Report; B is a for-profit corporation that provides property management services. B entered into Hospital Services Agreements, ("HSA"), with certain hospitals. The hospitals...

No Reimbursement For "Tax Agent" Commissions Allowed: April 7, 2022 - Bulletin Print Report; 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

Absence Of Notice And Comment Renders Temporary Regulations Invalid: April 6, 2022 - Bulletin Print Report; 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...

Mixed Use Property Treated As Residential Realty: April 6, 2022 - Bulletin Print Report; 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...

"Aggregate" Theory Of Partnerships Does Not Apply In Missouri: April 6, 2022 - Volume 16 Issue 66 Print Report; 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...

Insurance Department Regulations Incorporated Into Insurance Policy: April 6, 2022 - Bulletin Print Report; 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...

FBAR Penalties Are Geared To Foreign Financial Accounts: April 5, 2022 - Bulletin Print Report; 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...

Only "Unitary" Businesses Can File Combined Reports: April 5, 2022 - Volume 16 Issue 65 Print Report; 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...

Pass-Through Entity Liable For Withholding Taxes: April 5, 2022 - Bulletin Print Report; 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...

Butane Is Taxable Under Section 4081: April 4, 2022 - Bulletin Print Report; 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...

Conditional Declaration Sinks Noncustodial Parent: April 4, 2022 - Volume 16 Issue 64 Print Report; 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...

Wholesale Sales Were Properly Sourced To Washington: April 4, 2022 - Bulletin Print Report; 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...

Section 4611(b) Imposes A Prohibited Tax On Exports: April 4, 2022 - Bulletin Print Report; 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...

SRG To Renounce REIT Election: April 1, 2022 - Bulletin Print Report; It is not a common occurrence fora corporation that qualifies as a real estate investment trust, ("REIT"), to voluntarily terminateits status as such . Ho...

Consulting and Advisory Fees Are Not "Carrying Charges": April 1, 2022 - Volume 16 Issue 63 Print Report; 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...

SIRI's Services Are Not Performed In Texas: April 1, 2022 - Bulletin Print Report; 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...

Right To Defer Pension Benefits Cannot Be Abrogated: April 1, 2022 - Bulletin Print Report; 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...

Nonvoting Common Stock Is "Common Stock": March 31, 2022 - Volume 16 Issue 62 Print Report; 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...

A "VEBA" Is Not Exempt From Sales Tax: March 31, 2022 - Bulletin Print Report; 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...

Butane Is Not Properly Characterized As An "Alternative Fuel": March 31, 2022 - Bulletin Print Report; 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...

"Bad" '(2)(E)' Can Be a "Good" '(B)': March 30, 2022 - Volume 16 Issue 61 Print Report; P owns 100 percent of the stock of S. S has owned 98 percent of the stock of R for "a number of years" (i.e., the stock is "old and cold"). The re...

Cannabis Consolidation Continues Unabated: March 30, 2022 - Bulletin Print Report; 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...

Build Back Better Redux?: March 30, 2022 - Bulletin Print Report; 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 "SRP" Is Not A Penalty: March 30, 2022 - Bulletin Print Report; 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...

Sec. 302(b)(1) Automatically Applies To Inactive Minority Shareholders: March 29, 2022 - Volume 16 Issue 60 Print Report; 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...

Artwork Is Tangible Personal Property: March 29, 2022 - Bulletin Print Report; 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...

The "Initial Determination" Of Penalties Was Contained In The "FPAA": March 29, 2022 - Bulletin Print Report; 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....

Payment In Consideration For A Tax Credit Is A "Tax Payment": March 28, 2022 - Bulletin Print Report; TPs were Louisiana residents. On TPs' 2018 Form 40NR, ("Alabama Return"), TPs reported "Tax Due" of $63,319 and "Net Tax Due" of $33,319. The...

No Spousal Attribution Without A Joint Return: March 28, 2022 - Volume 16 Issue 59 Print Report; 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...

Florida Endorses "Customer Based" Sourcing Of Receipts: March 28, 2022 - Bulletin Print Report; The taxpayer is a corporation headquartered in "X," that provides "asset management services" globally to pension funds, large institutions, and individuals...

Preferred Stock Redemption Premium Is Not "Unreasonable": March 25, 2022 - Bulletin Print Report; 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...

Stock In Newco Does Not Cause Violation Of "Triple Eye" Agreement: March 25, 2022 - Volume 16 Issue 58 Print Report; 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...

Sales Tax Exemption Granted For Property "Transferred To The Customer": March 25, 2022 - Bulletin Print Report; 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...

Minnesota's "Minimum Fee Tax" Is Partially Invalidated: March 25, 2022 - Bulletin Print Report; 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...

First Of Many?--LGND To Effect "RMT" Transaction With SPAC: March 24, 2022 - Bulletin Print Report; A fertile source forSPAC acquisitions would appear to be "unwanted" divisions of public corporations. Instead of shedding these divisions via a conventional sal...

Interactive Fantasy Sport Contests Are Not Prohibited "Gambling": March 24, 2022 - Bulletin Print Report; 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 Has Substantial Nexus With Ohio: March 24, 2022 - Volume 16 Issue 57 Print Report; 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...

Payments For Waiver Of Liability Shield Are Rents From Real Property: March 24, 2022 - Bulletin Print Report; 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...

The Willens Deal Survey March 2022: March 23, 2022 - The Deal Survey: March 2022 Print 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.

Transfer Of "Client Methodology" Not A Sale: March 23, 2022 - Volume 16 Issue 56 Print Report; 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...

Picasso Was Purchased "Solely For Resale": March 23, 2022 - Bulletin Print Report; 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...

"MGI" Method Must Be Used To Characterize CFC Stock: March 23, 2022 - Bulletin Print Report; 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...

Minority Shareholder Entitled To Sec. 302(b)(1) Benefits: March 22, 2022 - Volume 16 Issue 55 Print Report; 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, <...

"Loaner" Vehicles Not Exempt From Use Tax: March 22, 2022 - Bulletin Print Report; APP operates a Chevrolet dealership and participates in an incentive program with General Motors, ("GM"). A component of this program is the "Courtesy Transporta...

Saltwater Disposal System Exempt From Property Tax: March 22, 2022 - Bulletin Print Report; 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...

Small Reduction Of Proportionate Interest Is Considered "Meaningful": March 21, 2022 - Volume 16 Issue 54 Print Report; 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...

BBUC Issues "Tracking" Stock: March 21, 2022 - Bulletin Print Report; 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...

Foreign Retirement Plan Included In Debtor's Estate: March 21, 2022 - Bulletin Print Report; 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...

Section 403(b) Contributions Are Included In New Jersey Gross Income: March 18, 2022 - Bulletin Print Report; 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...

SAVE/ULCC--No Real Reorganization Risk Exists: March 18, 2022 - Bulletin Print Report; 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...

"Green" Contracting And Consulting Engaged In For Profit: March 18, 2022 - Bulletin Print Report; Petitioners, ("Ps"), are partners of DJP, a Georgia partnership. DJP ownedthree buildings that housed LZB stores. The LZB stores produced approximately $20 mill...

Single-Member LLC Entitled to Property Tax Relief: March 18, 2022 - Volume 16 Issue 53 Print Report; 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...

Gain From Sale Of Goodwill Is Business Income: March 17, 2022 - Bulletin Print Report; 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...

Merger Triggers San Francisco's Real Property Transfer Tax: March 17, 2022 - Bulletin Print Report; 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...

FNF Announces "In-Kind" Special Dividend: March 17, 2022 - Bulletin Print Report; While "special" dividends have become increasingly common in recent years, it remains, nonetheless, highly unusual, almost unheard of,for the special dividend t...

Retroactive Law Upheld: March 17, 2022 - Volume 16 Issue 52 Print Report; 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...

AT&T/Discovery - “RMT” Transaction About To Be Consummated: March 16, 2022 - Bulletin Print Report; In May 2021, AT&T, Inc., (“T&rdquo...

Reduction Of Sole Shareholder's Proportionate Interests Is Meaningful: March 16, 2022 - Volume 16 Issue 51 Print Report; 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...

DAL's Records Inadequate To Support Refund Of Sales Tax: March 16, 2022 - Bulletin Print Report; Petitioner, ("P"), is an airline that operates at each of La Guardia Airport, ("LGA"), and John F. Kennedy Airport, ("JFK"). P employs ground serv...

Only Broker-Dealers Can Use "Customer Based" Sourcing Of Receipts: March 16, 2022 - Bulletin Print Report; 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...

Settlement Agreement Necessitates Filing Of Form 1099-C: March 15, 2022 - Volume 16 Issue 50 Print Report; 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...

Disallowed Expenses Did Not Produce Constructive Dividend: March 15, 2022 - Bulletin Print Report; 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...

Co-location Revenue Subject To B&O Tax: March 15, 2022 - Bulletin Print Report; 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...

Tax Penalty Obligations Are Not Voidable: March 15, 2022 - Bulletin Print Report; 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...

BSET's Special Dividend Should Not Be "Extraordinary": March 14, 2022 - Bulletin Print Report; On March 11, 2022, as has become itscustom, Basset Furniture Industries, Inc., ("BSET"), announced that its Board of Directors has "declared a special divi...

"Boot" In A Recapitalization Is A Separate Distribution: March 14, 2022 - Volume 16 Issue 49 Print Report; 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...

Advances To Shareholders Were Not Bona Fide Loans: March 14, 2022 - Bulletin Print Report; 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...

Data Center Exemption Applicable To Reserve Batteries: March 11, 2022 - Bulletin Print Report; 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...

Cancellation Of Indebtedness Not Governed By Sec. 61(a)(12): March 11, 2022 - Volume 16 Issue 48 Print Report; 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...

Mistake Of Law Does Not Invalidate Copyright: March 11, 2022 - Bulletin Print Report; 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...

City Golf Course Not Entitled To Tax Exemption: March 10, 2022 - Bulletin Print Report; 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...

Ascertaining The Nature of Stock: March 10, 2022 - Volume 16 Issue 47 Print Report; During each of the fiscal years, the entire common stock of WGPC, consisting of 5,000 shares, was owned by WITC, which was in turn owned by RWC....

Only Reasonable Compensation For Services Rendered Can Be Deducted: March 10, 2022 - Bulletin Print Report; 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...

Excluded COD Income Is Not "Wholly Exempt" From Taxation: March 10, 2022 - Bulletin Print Report; 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...

"Substantially All" of the Assets: March 9, 2022 - Volume 16 Issue 46 Print Report; 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...

Check-The-Box Election Does Not Taint Spin-Off: March 9, 2022 - Bulletin Print Report; 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...

The "ESRP" Is An Excise Tax: March 9, 2022 - Bulletin Print Report; 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...

Hot Tub Cleaning Is Not A "Janitorial Service": March 9, 2022 - Bulletin Print Report; 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...

Supplier Of Water To "Fracturers" Earns Qualifying Income: March 8, 2022 - Volume 16 Issue 45 Print Report; 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...

Washington Capital Gains Tax Is Unconstitutional: March 8, 2022 - Bulletin Print Report; 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 ...

Depreciation Unavailable To A Controlled Substance Business: March 8, 2022 - Bulletin Print Report; 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...

Conservation Purpose Was Protected In Perpetuity: March 7, 2022 - Bulletin Print Report; 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's Liquidation Of FHN Will Not Produce A Basis Step-Up: March 7, 2022 - Bulletin Print Report; 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-...

Timely Transfer Of Property To Trust Defeats Tax Lien: March 7, 2022 - Volume 16 Issue 44 Print Report; 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...

CDR Will Return Capital To Its Shareholders: March 4, 2022 - Bulletin Print Report; Cedar Realty Trust, ("CDR"), announced that, following its previously announced dual-track review of strategic alternatives, "it has entered into definitive agre...

No Consent Required To Change Depreciation For E&P Purposes: March 4, 2022 - Volume 16 Issue 43 Print Report; 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...

No Reasonable Cause For Underpayment Of Tax: March 4, 2022 - Bulletin Print Report; 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...

Biomass Facilities "Placed In Service" In 2008: March 4, 2022 - Bulletin Print Report; 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...

When Is W/C "Reasonably Attributable" To A Terminated Business?: March 3, 2022 - Volume 16 Issue 42 Print Report; 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...

Non-Custodial Parent Had A "Qualifying Child": March 3, 2022 - Bulletin Print Report; 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-...

A "Dwelling" Is Subject To A Property Tax Cap: March 3, 2022 - Bulletin Print Report; 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...

Separate Businesses Or A Single Business?: March 2, 2022 - Volume 16 Issue 41 Print Report; A corporation is engaged in publishing four trade magazines. Each magazineis circulated monthly to personnel in the particular industrial field covered. The spa...

Baseball Player Rebuts Utah's Domicile Provision: March 2, 2022 - Bulletin Print Report; 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...

Management Income Not A Factor In Ascertaining Real Property Value: March 2, 2022 - Bulletin Print Report; 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...

HTA's Special Distribution Is Not "Merger Consideration": March 1, 2022 - Bulletin Print Report; Healthcare Realty Trust, Inc, ("HR"), and Healthcare Trust of America, Inc., ("HTA"), each a real estate investment trust, ("REIT"),announce...

Mural Work Is Subject To Sales Tax: March 1, 2022 - Bulletin Print Report; 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...

Collection Activity Defers Taxable Year Of Worthlessness Of A Debt: March 1, 2022 - Bulletin Print Report; 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...

Voting Preferred Stock Is Not Excluded Stock: March 1, 2022 - Volume 16 Issue 40 Print Report; 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...

Obligation To Repay FTHBC Is A Nondischargeable Tax: February 28, 2022 - Volume 16 Issue 39 Print Report; Before her Chapter 7 bankruptcy in 2010, DB took a first-time homebuyer credit ("FTHBC") pursuant to the Housing Recovery Act of 2008 ("HERA"). Th...

Contacts And Nexus With Oregon Passes Constitutional Muster: February 28, 2022 - Bulletin Print Report; O provided "VoIP" services to customers nationwide, including Oregon, ("OR"). VoIP services allow customers to make phone calls using a broadband internet c...

Superhero Museum Not Exempt From Property Tax: February 28, 2022 - Bulletin Print Report; 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...

Abatement Of Penalty Was Clearly Erroneous: February 28, 2022 - Bulletin Print Report; 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...

Sale Does Not Permit Deduction Of Deferred Compensation: February 25, 2022 - Bulletin Print Report; 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...

Trust Beneficiary Not Owner Of Trust Property: February 25, 2022 - Volume 16 Issue 38 Print 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...

No Deduction For Sale Of Chemicals Used In Fracking: February 25, 2022 - Bulletin Print Report; 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...

Retention Of "Surplus Equity" Did Not Violate The "Takings" Clause: February 25, 2022 - Bulletin Print Report; 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...

Will BRK Use The "Equity Method" With Respect To AXP?: February 24, 2022 - Bulletin Print Report; 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...

Certain Types of Diversification Do Not Invoke Sec. 351(e): February 24, 2022 - Volume 16 Issue 37 Print 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...

Storage Tanks Were Not Assessable Real Property: February 24, 2022 - Bulletin Print Report; 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...

When Does Ownership Of Condemned Property Pass?: February 24, 2022 - Bulletin Print Report; 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...

The Willens Deal Survey February 2022: February 23, 2022 - The Deal Survey: February 2022 Print 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.

Ascertaining "Voting Power": February 23, 2022 - Volume 16 Issue 36 Print 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...

Divorced Father Did Not Have A "Qualifying Child": February 23, 2022 - Bulletin Print Report; 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 ...

Commercial Printer Denied "Manufacturing Credit": February 23, 2022 - Bulletin Print Report; 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...

Assuming "Valid Reorganization Expenses": February 22, 2022 - Volume 16 Issue 35 Print 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...

Health Care Fraudster Ineligible For Section 1341 Relief: February 22, 2022 - Bulletin Print Report; 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...

I.R.S. Extends The Due Date For A "Regulatory Election": February 22, 2022 - Bulletin Print Report; 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&...

"California Method" Does Not Result In Double Taxed Income: February 22, 2022 - Bulletin Print Report; 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...

Taxpayer Did Not Make A "Timely" Rollover: February 18, 2022 - Volume 16 Issue 34 Print 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...

Non-Payment Of Taxes Warranted Dismissal Of Complaints: February 18, 2022 - Bulletin Print Report; 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...

Income From Section 338(h)(10) Deemed Sale Is Business Income: February 18, 2022 - Bulletin Print Report; 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...

BREIT Will Acquire APTS In A "Forward Cash Merger": February 18, 2022 - Bulletin Print Report; 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. Launches Unusual Self-Tender Offer: February 17, 2022 - Bulletin Print Report; 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...

What If FUN Incorporated?: February 17, 2022 - Bulletin Print Report; 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...

Shareholder Loans To 'S' Corporation Not Respected: February 17, 2022 - Volume 16 Issue 33 Print 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...

Transfer Of "QRP" To A Trust Is Not A "Disposition": February 17, 2022 - Bulletin Print Report; 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...

Property to Which Sec. 263A Applies: February 16, 2022 - Volume 16 Issue 32 Print 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".<...

Capital One Not Entitled To A Sales Tax Refund: February 16, 2022 - Bulletin Print Report; 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...

PCG Will Pay Dividends In Arrears: February 16, 2022 - Bulletin Print Report; 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...

Services Charges Not Subject To Live Entertainment Tax: February 15, 2022 - Volume 16 Issue 31 Print 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...

Storage Of Raw Materials Not "Use" Thereof: February 15, 2022 - Bulletin Print Report; 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...

Married Individual Not A "Head Of Household": February 15, 2022 - Bulletin Print Report; 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...

A Municipal Corporation May Tax Beyond Its Borders: February 14, 2022 - Bulletin Print Report; 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...

Property Tax Petition Was Timely Filed: February 14, 2022 - Bulletin Print Report; 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...

Indiana Court Rejects "Destination" Rule: February 14, 2022 - Volume 16 Issue 30 Print Report; Miller Brewing Company, (M), headquartered in Milwaukee, Wisconsin, manufactures and sells malt beverage products throughout the country....

Altruistic Son Found Liable For Father's Tax Deficiencies: February 11, 2022 - Volume 16 Issue 29 Print 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...

Denial Of Property Tax Exemption Not Unconstitutional: February 11, 2022 - Bulletin Print Report; 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...

Estimated Tax Payments Are Not "Taxes Paid": February 11, 2022 - Bulletin Print Report; 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...

Marijuana Business Denied Work Opportunity Tax Credit: February 11, 2022 - Bulletin Print Report; 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...

Stock Subject To Warrants Not Counted For Sec. 302 Purposes: February 10, 2022 - Volume 16 Issue 28 Print 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...

Rental Fee Serves The Purpose Of An Admission Fee: February 10, 2022 - Bulletin Print Report; 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...

Request For Refund Untimely: February 10, 2022 - Bulletin Print Report; 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...

Debt Cancellation As A "Medium Of Payment" Of Other Income: February 9, 2022 - Volume 16 Issue 27 Print Report; 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...

Restricted Stock Not Subject To Substantial Risk Of Forfeiture: February 9, 2022 - Bulletin Print Report; 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...

Private Foundation Not Eligible For A Basis Step-Up: February 9, 2022 - Bulletin Print Report; 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...

SAVE's Merger Needs To Satisfy The "Control Requirement": February 8, 2022 - Bulletin Print Report; Spirit Airlines, Inc., ("SAVE"), and Frontier Group Holdings, Inc., ("ULCC"), announced a definitive merger agreement "under which the companies will c...

Damages For Breach Of Contract Not Taxable: February 8, 2022 - Volume 16 Issue 26 Print Report; 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...

Fraudulent Transfer Of Real Property Set Aside: February 8, 2022 - Bulletin Print Report; 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...

Merger Involving Only Foreign Corporations Is An 'A' Reorganization: February 8, 2022 - Bulletin Print Report; 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...

VF Corporation Hit With A $500 Million Tax Deficiency: February 7, 2022 - Bulletin Print Report; VF Corporation, ("VF"), and Timberland Co., ("T"),were combined on September 13, 2011. In the merger, a "reverse triangular cash merger," th...

Is GLPI's REIT Status In Jeopardy?: February 7, 2022 - Bulletin Print Report; 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...

Recovery Based On Faulty Tax Advice Not Taxable: February 7, 2022 - Volume 16 Issue 25 Print Report; 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...

Driver's License And Voting Registration Determine Principal Residence: February 4, 2022 - Bulletin Print Report; 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...

No "Good Cause" To Discontinue Filing Consolidated Return: February 4, 2022 - Volume 16 Issue 24 Print Report; 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...

A Bona-Fide Discount Is Excluded From Sales Price: February 4, 2022 - Bulletin Print Report; 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...

Valid Consent To Extend Limitations Period Found: February 4, 2022 - Bulletin Print Report; 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...

Damages Not Deductible In Massachusetts: February 3, 2022 - Volume 16 Issue 23 Print Report; 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...

Clinics Were Used To "Improve" A Hospital: February 3, 2022 - Bulletin Print Report; 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...

California Pension Fund Not Exempt From Maryland Transfer Tax: February 3, 2022 - Bulletin Print Report; 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...

Failure To Achieve Business Purpose Not Fatal: February 3, 2022 - Volume 44 Issue 69 Print Report; 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...

FUN Receives A Takeover Offer: February 2, 2022 - Bulletin Print Report; 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...

Brokerage Services Excluded From The Benefits Of Section 1202: February 2, 2022 - Bulletin Print Report; 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...

Valvoline Did Not Breach "Tax Matters Agreement": February 2, 2022 - Bulletin Print Report; 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...

Deemed Redemption Not Equivalent To A Dividend: February 2, 2022 - Volume 16 Issue 22 Print Report; 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...

Building Excise Tax Does Not Apply To Parking Garage: February 1, 2022 - Bulletin Print Report; 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...

Transfer Of Lease Not Subject To Conveyance Tax: February 1, 2022 - Bulletin Print Report; 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...

Engineer Not A Trader: February 1, 2022 - Volume 16 Issue 21 Print Report; 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....

Roth IRA Eligible For Bankruptcy Exemption: February 1, 2022 - Bulletin Print Report; 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...

Active Participant Not Entitled To I.R.A. Deduction: January 31, 2022 - Volume 16 Issue 20 Print Report; 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...

Valid Informal Refund Claim Found: January 31, 2022 - Bulletin Print Report; 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...

Supreme Court Explains The Contours Of The "Duty Of Prudence": January 31, 2022 - Bulletin Print Report; Northwestern University, ("NU"), offers two retirement plans to eligible employees: the Retirement Plan and the Savings Plan. Both Plans are defined contribution plan...

Attribution To and From Trusts: January 28, 2022 - Volume 16 Issue 19 Print Report; Trust, (T),and one of its beneficiaries, Mr. A, own all of the stock of X Corporation, (X). None of the stock owned by Mr.A is constructively owned...

Transfer Pricing Adjustments Included in Gross Income: January 28, 2022 - Bulletin Print Report; 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 Will Make Good Use Of Retained ZimVie Stock: January 28, 2022 - Bulletin Print Report; Zimmer Biomet Holdings, Inc., ("ZB"), is in the process of separating its "core orthopedics business" from its spine and dental businesses. The separation w...

Storage Of Property Is Not "Manufacturing Or Processing": January 28, 2022 - Bulletin Print Report; 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...

Deemed Liquidation Constitutes A Section 354(b)(1)(B) "Distribution": January 27, 2022 - Bulletin Print Report; 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's Spin-Off Of Douglas Elliman Will Be Partially Taxable: January 27, 2022 - Bulletin Print Report; Vector Group, Ltd., ("VGR"), will soon be distributing the vast majority of thestock of its wholly-owned subsidiary, Douglas Elliman, Inc., ("DOUG"),...

Characterizing Foreclosure Gains: January 27, 2022 - Volume 16 Issue 18 Print Report; 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...

"As-Applied" Constitutional Challenge Succeeds: January 27, 2022 - Bulletin Print Report; 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,...

Delivery Charges Are Included In "Sales Price": January 26, 2022 - Bulletin Print Report; Plaintiff, ("P"),is a licensed motor carrier that transports aggregate material in bulk quantities for its customers engaged in construction projects. P purchas...

Qui Tam Award Not Eligible For Capital Gains Treatment: January 26, 2022 - Volume 16 Issue 17 Print Report; 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...

MO Can Deduct The Full Amount Of Punitive Damage Payments: January 26, 2022 - Bulletin Print Report; 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...

True Object Of Mixed Transaction Is Performance Of Services: January 26, 2022 - Bulletin Print Report; Taxpayer, ("TP"), provides security monitoring services for both residential and commercial customers. In addition to the basic service, TP offers an optional system,...

Bargain Purchase Of Mortgaged Property Produces Ordinary Income: January 25, 2022 - Volume 16 Issue 16 Print Report; X, which qualifies as a REIT, engages primarily in short-term financing activities, such as originating, making, and servicing construction and development loans that...

Divorced Father Was Not A "Head Of Household": January 25, 2022 - Bulletin Print Report; 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...

Airplane Not "Farm Machinery And Equipment": January 25, 2022 - Bulletin Print Report; 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...

Zogenix Shareholders Will Receive "CVRs": January 24, 2022 - Bulletin Print Report; 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...

The Willens Deal Survey January 2022: January 24, 2022 - The Deal Survey: January 2022 Print 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.

Literal Compliance With Section 7433 Is Required: January 24, 2022 - Bulletin Print Report; 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...

Irrevocable Renunciation Of Interest In Trust: January 24, 2022 - Volume 16 Issue 15 Print Report; 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...

Debt Acquired By Related Party: January 21, 2022 - Volume 16 Issue 14 Print Report; 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 Did Not Engage In Qualifying "Remediation": January 21, 2022 - Bulletin Print Report; Taxpayer, ("TP"), performs environmental remediation services... During the Audit Period, TP remediated radioactive waste from a mine. No weapons grade radio...

OTCs Are Not "Hotels": January 21, 2022 - Bulletin Print Report; 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...

"Immediate Supervisor" Personally Approved Penalty Determination: January 21, 2022 - Bulletin Print Report; 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...

Absence of Resale Certificate Fatal: January 20, 2022 - Volume 16 Issue 13 Print Report; 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...

Nexus (Without Physical Presence) Supports Assessment Of Tax: January 20, 2022 - Bulletin Print Report; 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...

Software Developer Qualified As A "Manufacturing Corporation": January 20, 2022 - Bulletin Print Report; 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'...

Dell's Private Letter Ruling Reveals How VMware Was Jettisoned: January 19, 2022 - Bulletin Print Report; On September 7, 2016, the predecessor of Dell Technologies, Inc., ("DTI"), completed the acquisition of the stock of EMC Corporation, ("EMC"). One of EMC...

Residuary Legatee's Stock Attributed To Estate: January 19, 2022 - Volume 16 Issue 12 Print Report; 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...

Vaccine Mandate For Healthcare Workers Upheld: January 19, 2022 - Bulletin Print Report; In November 2021, the Secretary of Health and Human Services, (the "Secretary"), announced that, in order to receive Medicare and Medicaid, ("M&M"), fun...

Refund Claim Keeps Tax Period "Open": January 19, 2022 - Bulletin Print Report; 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....

Even Partial Days Count For N.Y. Residency Determinations: January 18, 2022 - Volume 16 Issue 11 Print Report; 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...

Tuition Tax Credit Denied: January 18, 2022 - Bulletin Print Report; 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...

Resident Taxed On Retirement Plan Distribution: January 18, 2022 - Bulletin Print Report; 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 Supreme Court Stays The "Vaccine Mandate": January 14, 2022 - Bulletin Print Report; 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 To Redeem Convertible Notes: January 14, 2022 - Bulletin Print Report; 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...

Refinery Supplier Earns Qualifying Income: January 14, 2022 - Volume 16 Issue 10 Print Report; 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...

Disability Does Not Toll The Statute Of Limitations: January 14, 2022 - Bulletin Print Report; 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...

Education Did Not Qualify Pilot For New Trade Or Business: January 13, 2022 - Volume 16 Issue 9 Print Report; 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.

The United States Is Not Bound By State Limitations Statutes: January 13, 2022 - Bulletin Print Report; 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....

COVID-19 Does Not Justify Abatement Of Late Filing Penalty: January 13, 2022 - Bulletin Print Report; 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...

Deduction Not Denied Due Solely To "Poor Dividend History": January 12, 2022 - Volume 16 Issue 8 Print Report; 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...

Confidential Reports Exempt From Sales Tax: January 12, 2022 - Bulletin Print Report; Petitioner, ("P"), is a multilevel marketing company that sells health and beauty products to consumers through network marketing channels. The network marketing arra...

Philadelphia's Wage Tax Is Not Discriminatory: January 12, 2022 - Bulletin Print Report; TP is a resident of Philadelphia, ("PH"), Pennsylvania, ("P"). She worked full time in Wilmington, ("W"), Delaware, ("D"). TP's empl...

TTWO And ZNGA Are Planning A Reorganization: January 11, 2022 - Bulletin Print Report; Take-Two Interactive Software, Inc., ("TTWO"), and Zynga, Inc., ("ZNGA"), announced that they have entered into a definitive agreement pursuant to which &qu...

Financial Consultant Can Deduct Costs Of Obtaining Masters Degree: January 11, 2022 - Volume 16 Issue 7 Print Report; 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...

Printing Is A Manufacturing Activity: January 11, 2022 - Bulletin Print Report; 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...

Lack Of Signature And Verification Means Claims Were Not "Duly Filed": January 11, 2022 - Bulletin Print Report; 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,&...

Substitution of Notes Creates 'S' Corporation Basis: January 10, 2022 - Volume 16 Issue 6 Print Report; 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...

Mere Assembly Is Not Manufacturing: January 10, 2022 - Bulletin Print Report; 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...

For-Profit Entity Granted Property Tax Exemption: January 10, 2022 - Bulletin Print Report; 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...

Orthodontics Is Not A New Trade Or Business: January 7, 2022 - Volume 16 Issue 5 Print Report; The taxpayer, a dentist engaged in "general dental practice," returned to dental school for post-graduate studies in orthodontics. He attended dental school...

State Representative Not Liable For Delinquent Property Taxes: January 7, 2022 - Bulletin Print Report; 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...

Per Session Method Properly Used To Determine "Wagering Gains": January 7, 2022 - Bulletin Print Report; 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...

Compromising A Disputed Liability: January 6, 2022 - Volume 16 Issue 4 Print Report; 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...

The "BAP" Is Properly Used In Determining The QEZE "Tax Factor": January 6, 2022 - Bulletin Print Report; 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...

Near Certain Merger Must Inform Valuation Of Stock: January 6, 2022 - Bulletin Print Report; 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...

Bankruptcy Does Not Terminate "Affilation": January 5, 2022 - Volume 16 Issue 3 Print Report; 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 "...

Qui Tam Payments Are "Incentive Payments": January 5, 2022 - Bulletin Print Report; 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...

Certain Tax Credits Are "Federal Aid Assistance": January 5, 2022 - Bulletin Print Report; 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...

WMB Is Awarded A "Break-Up" Fee: January 4, 2022 - Bulletin Print Report; Williams Companies, Inc., ("WMB"), will receive, after years of litigation, a "termination fee" from Energy Transfer, L.P., ("ET"),in the am...

Applying NOLs: January 4, 2022 - Volume 16 Issue 2 Print Report; The petitioners are the sole shareholders of RWH, Inc., (RWH), an 'S' corporation. As individual taxpayers, the petitioners suffered losses for the taxable ye...

Cuomo Executive Order Did Not Toll Statutory Protest Deadline: January 4, 2022 - Bulletin Print Report; 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...

Costs Of Acquiring and Installing "USTs" Are Deductible: January 3, 2022 - Volume 16 Issue 1 Print Report; 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 Penalized For "Paper" Filing: January 3, 2022 - Bulletin Print Report; 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...

California Corporation Had Sufficient Nexus With Oregon: January 3, 2022 - Bulletin Print Report; OI provided "VoIP" services to customers nationwide, including in Oregon, ("O").VoIP services allow customers to make phone calls using a broadband in...

Transfers "Upon Its Organization" Exempt From Sales Tax: December 31, 2021 - Volume 15 Issue 250 Print 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...

How Much Is A Basis Step-Up Worth?: December 31, 2021 - Bulletin Print Report; FactSetResearch Systems, Inc., ("FDS"), announced that it has entered into a definitive agreement, (the "Asset Purchase Agreement"), to acquire the CU...

City Cannot Seek Review Of Appeals Board's Determination: December 31, 2021 - Bulletin Print Report; 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...

Only A Trustee's Activities Are Relevant For "Material Participation": December 31, 2021 - Bulletin Print Report; 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...

"At The Election Of Any Shareholder": December 30, 2021 - Volume 15 Issue 249 Print 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....

Hook Stock Holder Does Not Participate In Spin-Off: December 30, 2021 - Bulletin Print Report; 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...

Lundin Energy And AkerBP Are Planning An "RMT" Transaction: December 30, 2021 - Bulletin Print Report; 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...

Rentals From Real Estate Excluded From "NESE": December 30, 2021 - Bulletin Print Report; 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...

QDEL And OCDX Planning A "Global" Section 351 Transaction: December 29, 2021 - Bulletin Print Report; Quidel Corporation, ("QDEL"), and Ortho Clinical Diagnostics plc, ("OCDX"), announced that they have entered into a definitive agreement in which QDEL...

T's Spin-Off "Blessed" By The I.R.S.: December 29, 2021 - Bulletin Print Report; Last May, AT&T, Inc., ("T"), entered into an agreement with Discovery, Inc., ("DISCA"), to pursue a so-called "Reverse Morris Trust," ("R...

Only Reasonable Compensation Is Deductible Under Sec. 83: December 29, 2021 - Volume 15 Issue 248 Print 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...

Student Loan Discharges Should Not Be Reported: December 29, 2021 - Bulletin Print Report; 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...

Donkey Breeding Activity Was Engaged In For Profit: December 29, 2021 - Bulletin Print Report; 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 "True Object" Test Permits Exemption From Sales Tax: December 28, 2021 - Bulletin Print Report; The Taxpayer contacts with the United States Navy to repair and replace various command, communication, control, intelligence, surveillance and reconnaissance systems on Navy s...

Homeowners' Association Has Standing To Pursue Property Tax Appeals: December 28, 2021 - Bulletin Print Report; 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...

Loss Corporation Avoids The Full Rigors Of The "Segregation Rules": December 28, 2021 - Bulletin Print Report; 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...

Closed-End Fund Eligible For Sec. 852(b)(6) Relief: December 28, 2021 - Volume 15 Issue 247 Print 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...

BP Proposes To "Roll Up" BPMP: December 27, 2021 - Bulletin Print Report; 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...

Credits Can Offset The Affiliated Group's Tax Liability: December 27, 2021 - Volume 15 Issue 246 Print 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...

Tenants-In-Common Agreement Did Not Create A Business Entity: December 27, 2021 - Bulletin Print Report; 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...

Tax On Limestone Purchases Ruled Unconstitutional: December 27, 2021 - Bulletin Print Report; 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...

Intellectual Property Not Held "Primarily For Sale": December 23, 2021 - Volume 15 Issue 245 Print 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...

Storage Fees And Pipeline Use Fees Are "Rents From Real Property": December 23, 2021 - Bulletin Print Report; 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...

The Sales Tax Is A "Destination" Tax: December 23, 2021 - Bulletin Print Report; Petitioner, ("P"), was the president of Home Depot, Inc.,("HDI"), a New Jersey corporation specializing in the sale and installation of hotel furnishi...

Absence Of Income Collection Does Not Preclude An "ATB": December 23, 2021 - Bulletin Print Report; 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...

BRG's "Spin-Off" Will Be Treated As A Liquidating Distribution: December 22, 2021 - Bulletin Print Report; 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...

Leaseholds Are Equivalent To Fee Interests In Real Estate: December 22, 2021 - Volume 15 Issue 244 Print 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...

Absence Of Enclosed Structure Does Not Preclude A "Lease": December 22, 2021 - Bulletin Print Report; Taxpayers, ("TPs"), rent out RV storage spaces for 'dead storage' of vehicles. TPs entered into written agreements with tenants and collected rent in exchange...

LendingTree's Primary Function Is To Consummate A Loan: December 22, 2021 - Bulletin Print Report; Petitioner, ("P"), is a Delaware limited liability company headquartered in Charlotte, North Carolina. P operates an online marketplace through which it connects pros...

"Granite Trust" Technique Under Siege: December 21, 2021 - Bulletin Print Report; 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...

Open Market Repurchases Do Not Impact "Continuity of Interest": December 21, 2021 - Volume 15 Issue 243 Print 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 Is Subject To New Jersey's "Litter Fee": December 21, 2021 - Bulletin Print Report; Cargill, ("C"), processes and manufactures meat products at various locations around the country. None of these locations are in New Jersey, ("NJ"). The mea...

HOG Chooses A Tax-Free Transaction With IMPX: December 21, 2021 - Bulletin Print Report; Harley-Davidson, Inc., ("HOG"), and AEA-BridgesImpact Corporation, ("IMPX"), a special purpose acquisition company organized under the laws of the Cay...

The Willens Deal Survey December 2021: December 20, 2021 - The Deal Survey: December 2021 Print 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.

Absence Of Active Business Precludes Section 162 Deductions: December 20, 2021 - Bulletin Print Report; 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...

ENTG's Stock Will Be Taxable: December 20, 2021 - Bulletin Print Report; Entegris, Inc., ("ENTG"), and CMC Materials, Inc., ("CCMP"), announced that the companies have entered into a definitive agreement pursuant to which "E...

MMM To Engage In A "Leveraged" RMT Transaction: December 20, 2021 - Bulletin Print Report; Neogen Corporation, ("Parent"), and 3M, (the "Company" or "3M"), announced that they have entered into a definitive agreement pursuant to which 3M...

Transfer Of Property To Revocable Living Trust Can Be A "Sale": December 20, 2021 - Volume 15 Issue 242 Print 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...

Amount Received On Policy Termination Includes Capitalized Interest: December 17, 2021 - Volume 15 Issue 241 Print 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...

Designer's Services Income Was Properly Allocable To Washington: December 17, 2021 - Bulletin Print Report; 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...

Interest On "Obligations" Of A Political Subdivision Was Tax Exempt: December 17, 2021 - Bulletin Print Report; The Plaintiffs in this action are real estate developers, ("Plaintiffs" or "Developers") who sought to develop parcels of land in Colorado. Developing the l...

Terminix Global Holdings, Inc. And Rentokil Initial PLC Will Join Forces: December 17, 2021 - Bulletin Print Report; Rentokil Initial plc, ("RIP"), a U.K. corporation, and Terminix Global Holdings, Inc., ("TGHI"), announced that they have entered into a definitive agreemen...

Leveraged Spin-Offs May Lose Some Of Their Allure: December 16, 2021 - Bulletin Print Report; 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...

Continuity Of Interest Met When Historical Shareholder Dissolves: December 16, 2021 - Volume 15 Issue 240 Print 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...

Nights Spent Determine A Child's Principal Place Of Abode: December 16, 2021 - Bulletin Print Report; 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...

Coca-Cola Has No Legitimate "Reliance Interests": December 16, 2021 - Bulletin Print Report; On November 18, 2020, the Tax Court issued an Opinion in this case, 135 T.C. 145 (2020). See The Willens Report, Estranged Spouse Is A "Member Of The Household"; December 15, 2021 - Bulletin Print Report; 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...

Timely Request To Revoke Section 83(b) Election Honored: December 15, 2021 - Bulletin Print Report; 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...

Overlapping Directors Do Not Spoil A "Retention" Spin-Off: December 15, 2021 - Bulletin Print Report; 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...

Reporting Debt Discharges: December 15, 2021 - Volume 15 Issue 239 Print Report; Entity 1 is a financial institutionwhich providesits members certain"thrift" services, such as checking and savings accounts, certificates...

No Equitable Tolling Of New York State's Statute Of Limitations: December 14, 2021 - Bulletin Print Report; 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...

Environmental Risk Reports Are Not Subject To Sales Tax: December 14, 2021 - Bulletin Print Report; Petitioner, ("P"), is a consulting firm. P's clientele consists almost exclusively of banks and financial institutions. P's services include real-estate valua...

Historic Homeowner Rehabilitation Credit Allowed: December 14, 2021 - Volume 15 Issue 238 Print 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...

Sale Of Property Did Not Terminate Partnership: December 13, 2021 - Bulletin Print Report; 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...

Virtual Presence Did Not Satisfy The Physical Presence Requirement: December 13, 2021 - Bulletin Print Report; 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...

Navigating Sec. 249's Safe Harbor Is Treacherous: December 13, 2021 - Volume 15 Issue 237 Print 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...

State Taxes Were Non-Dischargeable In Bankruptcy: December 13, 2021 - Bulletin Print Report; 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...

Agreement Found To Be A Taxable "License": December 10, 2021 - Bulletin Print Report; 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...

An Entertainment Venue Failed To Collect and Remit Sales Tax: December 10, 2021 - Volume 15 Issue 236 Print 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...

Whirlpool's CFC Earned Foreign Base Company Sales Income: December 10, 2021 - Bulletin Print Report; 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...

Repurchase Premium Paid In Stock Is Deductible: December 9, 2021 - Volume 15 Issue 235 Print 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...

"Tacit Consent Rule" Used To Certify Joint Return: December 9, 2021 - Bulletin Print Report; 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...

Refund Suit Barred By Sovereign Immunity: December 9, 2021 - Bulletin Print Report; 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....

Like-Kind Exchanges Are Taxable In Pennsylvania: December 9, 2021 - Bulletin Print Report; 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...

Has Liberty Media Corporation Slain The Active Business Dragon?: December 8, 2021 - Bulletin Print Report; Liberty Media Corporation, ("LMC"), and SiriusXM Holdings, Inc., ("SIRI"), have had a long and rather interesting relationship. More than five years ago, LM...

Loans By REITs Secured By Ownership Interests In Entities: December 8, 2021 - Volume 15 Issue 234 Print 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 Did Not Resell Tangible Personal Property: December 8, 2021 - Bulletin Print Report; 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...

"Tie-Breaker" Rule Denies Dependency Exemption Deduction: December 8, 2021 - Bulletin Print Report; 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...

Credit Reduction Was Not A "Deficiency": December 7, 2021 - Bulletin Print Report; 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...

Tax Assessments Were Not "Time-Barred": December 7, 2021 - Bulletin Print Report; 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...

Sec. 357(c)(1) Does Not Apply To Acquisitive Reorganizations: December 7, 2021 - Volume 15 Issue 233 Print 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...

Assessment Of Penalties On A "Per Form" Basis Rejected: December 7, 2021 - Bulletin Print Report; 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...

When Are Dividends Includible In Gross Income?: December 6, 2021 - Volume 15 Issue 232 Print 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...

Delaware's NOL Policy Is Invalidated: December 6, 2021 - Bulletin Print Report; 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...

Timely "Check-of-the-Box" Converts A Capital Loss Into An Ordinary Loss: December 6, 2021 - Bulletin Print Report; 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...

Coupons Need Not Be Linked To Specific Items Purchased: December 6, 2021 - Bulletin Print Report; 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...

Sales Tax Imposed On Transfer Of Property To Grantor Trust: December 3, 2021 - Volume 15 Issue 231 Print 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...

COVID-19 Stay Did Not Warrant Abatement Of Interest And Taxes: December 3, 2021 - Bulletin Print Report; 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...

Franchise Fee Violated Telecommunications Act Of 1996: December 3, 2021 - Bulletin Print Report; 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...

Tenant's "PILOT" Payments Not "Eligible Real Property Taxes": December 3, 2021 - Bulletin Print Report; 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...

"Entireties" Property Not Exempt From Process Under Federal Law: December 2, 2021 - Bulletin Print Report; 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...

REIT Never "Held" Lessee's Securities: December 2, 2021 - Volume 15 Issue 230 Print 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...

The Testing And Monitoring Of Real Property Is Subject To Sales Tax: December 2, 2021 - Bulletin Print Report; P performs engineering and environmental consulting services. P's primary services involve environmental testing and analysis in connection with potentially contaminated re...

I.R.S. Claims Not Entitled To Priority: December 2, 2021 - Bulletin Print Report; 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...

I.R.S. Temporarily Reduces "Cash Limitation Percentage"-REITs And RICs: December 1, 2021 - Bulletin Print Report; Publicly-offered real estate investment trusts, ("REITs"), and publicly-offered regulated investment companies, ("RICs"), must distribute, in order to prese...

Property Leased Subject To Use Tax: December 1, 2021 - Volume 15 Issue 229 Print 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

Leases Are Not Exempt From Sales Tax: December 1, 2021 - Bulletin Print Report; 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...

Bond Buyer Not A "Trader": December 1, 2021 - Bulletin Print Report; 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...

Issue Manager Was I.R.S. Agent's "Immediate Supervisor": December 1, 2021 - Bulletin Print Report; 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...

Popular Acquisition Format Must Navigate Common Control Rules: November 30, 2021 - Bulletin Print Report; 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...

Non-REIT To Engage In A "Forward Cash Merger": November 30, 2021 - Bulletin Print Report; Goodrich Petroleum Corporation, ("GDP"), announced that it has entered into a definitive merger agreement pursuant to which a subsidiary of PalomaPartners VI, L...

Medical Equipment Subject To Sales Tax: November 30, 2021 - Bulletin Print Report; "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...

"Spillover" Rule Survives Amendment to Sec. 304: November 30, 2021 - Volume 15 Issue 228 Print 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...

Rejected Return Was Timely "Filed": November 29, 2021 - Bulletin Print Report; 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...

"BAB" Refunds Are Subject To Sequestration: November 29, 2021 - Bulletin Print Report; 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...

Estimated Market Value Is The Measure Of Consideration For The "RPTT": November 29, 2021 - Bulletin Print Report; 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...

A Corporation Cannot Own Its Parent: November 29, 2021 - Volume 15 Issue 227 Print 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...

LAUR's Partial Liquidation Falls Within Section 302(e)(2): November 26, 2021 - Bulletin Print Report; 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...

Sec. 6426 Credits Reduce Deductible Excise Tax Liability: November 26, 2021 - Volume 15 Issue 226 Print 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...

Legal Incidence Not Economic Burden (Of A Tax) Is Controlling: November 26, 2021 - Bulletin Print Report; 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...

Increased Assessment Not An Illegal "Spot Assessment": November 26, 2021 - Bulletin Print Report; 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...

Investment Manager Did Not Add Substantial New Line Of Business: November 24, 2021 - Volume 15 Issue 225 Print 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...

Failure To Disclose Foreign Trusts Was Properly Penalized: November 24, 2021 - Bulletin Print Report; 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....

Physical Possession Of IRA Assets Causes A Taxable Distribution: November 24, 2021 - Bulletin Print Report; 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...

Build Back Better Targets "Granite Trust" Transactions: November 24, 2021 - Bulletin Print Report; 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...

Overlapping Ownership Rule Comes To RXN's Rescue: November 23, 2021 - Bulletin Print Report; 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...

The Willens Deal Survey November 2021: November 23, 2021 - The Deal Survey: November 2021 Print 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.

"Damage" Payments Ruled Non-Deductible Personal Expenses: November 23, 2021 - Volume 15 Issue 224 Print 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...

Concert Tickets Are Not Services: November 23, 2021 - Bulletin Print Report; 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...

Can A "Defective" Reverse Morris Trust Transaction Be Salvaged?: November 23, 2021 - Bulletin Print Report; A conventional "Reverse Morris Trust" ("RMT") transaction, if it is to accomplish its tax objectives, should embodya series of steps that areund...

Sales Proceeds Not Eligible For Sec. 1033 Benefits: November 22, 2021 - Volume 15 Issue 223 Print 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...

Video Display Systems Are "Business Fixtures": November 22, 2021 - Bulletin Print Report; 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...

KKR's Tax Receivable Agreement Called Into Question: November 22, 2021 - Bulletin Print Report; 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...

SEC Continues To Question SPAC Accounting Policies: November 22, 2021 - Bulletin Print Report; 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...

The WarnerMedia Separation Will Probably Be A "Split-Off": November 19, 2021 - Bulletin Print Report; 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...

The Limited Role Of Sec. 7503: November 19, 2021 - Volume 15 Issue 222 Print 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...

Ground Lease Encompassed More Than A Real Estate Transaction: November 19, 2021 - Bulletin Print Report; 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...

AMT Will Enjoy A Basis Step-Up: November 19, 2021 - Bulletin Print Report; American Tower Corporation, ("AMT"), and CoreSight Realty Corporation, ("COR"), each a real estate investment trust, ("REIT"), announced that they...

Cash Basis Taxpayers Are Entitled To "ROT" Refunds: November 19, 2021 - Bulletin Print Report; 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...

Alarm Assessments Are An Unconstitutional Tax: November 18, 2021 - Bulletin Print Report; 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...

Foodservice Management Company Provides "Consulting Services": November 18, 2021 - Bulletin Print Report; Taxpayer, ("TP"), is a "foodservice category management" company. Its clients include companies that are foodservice distributors, manufacturers, and foodse...

A Pension Plan Is A Section 361(b)(3) Creditor: November 18, 2021 - Bulletin Print Report; 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...

Distributions by an 'S' Corporation Can Trigger Capital Gain: November 18, 2021 - Volume 15 Issue 221 Print 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...

Relocation Benefits Are Not Taxable Compensation: November 17, 2021 - Bulletin Print Report; 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...

Escrow Deposit Terminates Installment Sale Privilege: November 17, 2021 - Volume 15 Issue 220 Print 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...

Stimulus Payments Are Not Unemployment Benefits: November 17, 2021 - Bulletin Print Report; 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...

Will Toshiba's Spin-Offs Qualify Under Section 355?: November 17, 2021 - Bulletin Print Report; Toshiba Corporation, ("TC"), following the lead of General Electric, announced its intention "to separate into three standalone corporations." One such corp...

Distribution Found To Result From A "Genuine Contraction": November 16, 2021 - Volume 15 Issue 219 Print 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...

Business Entity Eligible For Managed Health Care Deduction: November 16, 2021 - Bulletin Print Report; 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 To Engage In A "De-Merger" Transaction (But Not A Spin-Off): November 16, 2021 - Bulletin Print Report; 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...

RBC's/RXn's Groundbreaking Section 355(e) Ruling: November 16, 2021 - Bulletin Print Report; 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...

Conversions Are Recapitalizations: November 15, 2021 - Volume 15 Issue 218 Print 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....

NE Will Reincorporate (And Acquire Maersk): November 15, 2021 - Bulletin Print Report; Noble Corporation, ("NE"), a Cayman Islands corporation, and the prodigiously named "The Drilling Company of 1972," ("Maersk Drilling"), also a fo...

Safety Wear And Accessories Subject To Sales Tax: November 15, 2021 - Bulletin Print Report; 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...

Home Inspectors Do Not Provide Professional Services: November 15, 2021 - Bulletin Print Report; 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...

"Failed" Liquidation Constitutes A Reorganization: November 12, 2021 - Volume 15 Issue 217 Print 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...

Social Security Benefits Are Included In Modified Adjusted Gross Income: November 12, 2021 - Bulletin Print Report; 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...

Reliance On Professional Advice Justifies Penalty Waiver: November 12, 2021 - Bulletin Print Report; 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...

FBAR Penalties Properly Assessed On A Per Account Basis: November 12, 2021 - Bulletin Print Report; 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...

CPL Will Be A Party To A "Forward Cash Merger": November 11, 2021 - Bulletin Print Report; 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...

Revenue Raising Ordinance Was Not A Tax: November 11, 2021 - Bulletin Print Report; 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...

FBAR Defendant Must Repatriate Foreign Assets: November 11, 2021 - Bulletin Print Report; 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....

Exempt Organization's Website Is A "Periodical": November 11, 2021 - Volume 15 Issue 216 Print 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...

Thoughts On BHC's "Granite Trust" Presentation: November 10, 2021 - Bulletin Print Report; 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...

GE's Planned Corporate Mitosis: November 10, 2021 - Bulletin Print Report; 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...

Underpayment Interest Not Abated: November 10, 2021 - Volume 15 Issue 215 Print 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...

Casual Sale Exemption Not Available: November 10, 2021 - Bulletin Print Report; KarvoPaving Company, ("Karvo"), is a road construction company that does most of its work for the Ohio Department of Transportation, ("ODOT"). ODOT...

Heart Monitor Is Subject To Sales Tax: November 10, 2021 - Bulletin Print Report; 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...

Bankruptcy Plan Prioritizing Tax Debts Is Rejected: November 9, 2021 - Volume 15 Issue 214 Print 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...

Overpayment Interest Accrues From Last Date Prescribed For Filing: November 9, 2021 - Bulletin Print Report; 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...

Development Of Software Is A Qualified Trade Or Business: November 9, 2021 - Bulletin Print Report; 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...

Cables And Conduits Are Taxable Real Property: November 9, 2021 - Bulletin Print Report; Petitioners, ("Ps"), are affiliated telecommunication companies that own fiber-optic cables and conduits that connect public rights-of-way to private customers... Suc...

California Sales Tax Is Imposed On The Retailer: November 8, 2021 - Bulletin Print Report; 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...

Defining "Common Stock": November 8, 2021 - Volume 15 Issue 213 Print 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...

Taxpayer Not Entitled To Manufacturing Classification: November 8, 2021 - Bulletin Print Report; 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...

Taxpayer Did Not Incur Deductible "Moving Expenses": November 8, 2021 - Bulletin Print Report; 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...

Closing The Transferor's Taxable Year: November 5, 2021 - Volume 15 Issue 212 Print 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...

Excess "APTC" Is An Increase In Tax: November 5, 2021 - Bulletin Print Report; Petitioners, ("Ps"), reported adjusted gross income of $181,183 on their joint Federal tax return for 2018. Their "modified adjusted gross income" was also...

Transportation By Hired Car Is Subject To Sales Tax: November 5, 2021 - Bulletin Print Report; E contracts with its drivers and independent contractors to provide "chauffeured transportation service" to its customers. In July 2018, E applied to the Commissioner...

The SRP Is Not An Unsecured Priority Claim: November 5, 2021 - Bulletin Print Report; 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...

Has SIRI Become An ATB?: November 4, 2021 - Bulletin Print Report; On November 1, 2021, Liberty Media Corporation, ("LMC"), entered into an Exchange Agreement with certain Berkshire Hathaway parties, (the "Holders"), "...

Self-Assessed Taxes Are Not "Claimed By The State": November 4, 2021 - Bulletin Print Report; 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...

Limited Partners Engaged In A Trade Or Business: November 4, 2021 - Volume 15 Issue 211 Print 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...

"Standing" Requires An Injury In Fact: November 4, 2021 - Bulletin Print Report; 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...

Taxpayer Not Permitted To Revoke Section 59(e) Election: November 4, 2021 - Bulletin Print Report; 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...

I.R.S. Questions BHC's "Granite Trust" Transaction: November 3, 2021 - Bulletin Print Report; 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...

PSX Will "Roll Up" PSXP: November 3, 2021 - Bulletin Print Report; 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...

Covered Transactions Part II: November 3, 2021 - Volume 15 Issue 210 Print 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...

Buried Cable Is Real Property: November 3, 2021 - Bulletin Print Report; 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 "SRP" Is A Tax Measured By Income: November 3, 2021 - Bulletin Print Report; 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....

SPAC Repurchases: November 2, 2021 - Bulletin Print Report; There is legitimate concern that the proposed excise tax on stock repurc...

Straight Debt Is Not A Second Class Of Stock: November 2, 2021 - Volume 15 Issue 209 Print 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...

In-State Representative Creates Constitutional Nexus: November 2, 2021 - Bulletin Print Report; 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...

Section 7623(b) Has A Remedial Purpose: November 2, 2021 - Bulletin Print Report; 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...

RJF Will Acquire TSC: November 2, 2021 - Bulletin Print Report; Raymond James Financial, Inc., ("RJF"), and Tri State Capital Holdings, Inc., ("TSC"), have entered into a definitive agreement under which RJF will acquire...

Build Back Better Affects Interest Expense And Leveraged Spin-Offs: November 1, 2021 - Bulletin Print Report; 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...

A Properly Structured "Leveraged Partnership" Works: November 1, 2021 - Bulletin Print Report; 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...

Advertising Expenses Need Not Be Capitalized: November 1, 2021 - Volume 15 Issue 208 Print 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...

Virginia's Conformity With The IRC Only Goes So Far: November 1, 2021 - Bulletin Print Report; The taxpayer, ("TP"), a Virginia resident, wholly ownedthree 'S' corporations and two controlled foreign corporations, ("CFCs"). The three ...

Stock Buybacks Again In The Crosshairs Of Tax Writers: October 29, 2021 - Bulletin Print Report; 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...

"Purge" Dividend Mechanics: October 29, 2021 - Volume 15 Issue 207 Print 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...

The Extraordinary Breadth Of The "Billionaires' Income Tax": October 29, 2021 - Bulletin Print Report; 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...

Date Of Delivery Of Deed Commences Ownership: October 29, 2021 - Bulletin Print Report; 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...

No Reasonable Cause For Failure To Timely File And Pay: October 29, 2021 - Bulletin Print Report; 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...

Return Of The Corporate AMT: October 28, 2021 - Bulletin Print Report; 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...

Liberty/Sirius Spin-Off Update: October 28, 2021 - Bulletin Print Report; Now that Liberty Media Corporation, ("LMC"), is on the precipice of attaining 80 percent ownership of Sirius XM Holdings, Inc., ("SXM"), questions have once...

"Tax Sale" Of Property Not An Involuntary Conversion: October 28, 2021 - Volume 15 Issue 206 Print 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...

A Fireplace Is Tangible Personal Property: October 28, 2021 - Bulletin Print Report; 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...

Rare Partnership Merger Sighting: October 27, 2021 - Bulletin Print Report; Oasis Petroleum, Inc., ("OAS"), announced that Oasis Midstream Partners, ("OMP"), in which OAS holdsan approximate 67 percent interest, has entered in...

Restated Financial Statements Used To Determine "CAT" Credit: October 27, 2021 - Volume 15 Issue 205 Print 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...

A Contract Was Not Rescinded: October 27, 2021 - Bulletin Print Report; 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...

Non-Custodial Parent Not Entitled To Dependent Exemption: October 27, 2021 - Bulletin Print Report; 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...

The Willens Deal Survey October 2021: October 26, 2021 - The Deal Survey: October 2021 Print 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.

Qualified Rollover Devoid Of Tax Consequences: October 26, 2021 - Volume 15 Issue 204 Print 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...

Gun Tax Ordinances Are Unconstitutional: October 26, 2021 - Bulletin Print Report; 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...

Extended Assessment Period Applies To The Entire Return: October 26, 2021 - Bulletin Print Report; 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...

Lessee Was An "Aggrieved Person": October 25, 2021 - Bulletin Print Report; 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...

Requisition Or Condemnation Is "A Taking For Public Use": October 25, 2021 - Volume 15 Issue 203 Print Report; The taxpayer purchased stock "on margin" from a brokerage firm that subsequently declared bankruptcy. A trustee in bankruptcy was appointed who proceeded to...

Tax Court Cannot Issue "Advisory Opinions" In Moot Matters: October 25, 2021 - Bulletin Print Report; 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...

Sec. 482 Does Not Apply To "Unlawful" Income: October 22, 2021 - Volume 15 Issue 202 Print 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...

No Theft Loss Deduction For A Failed Investment: October 22, 2021 - Bulletin Print Report; 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...

No Legal Obligation To Restore Items Of Income: October 22, 2021 - Bulletin Print Report; 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...

CADE's Special Dividend Will Not Be "Other Property Or Money": October 22, 2021 - Bulletin Print Report; Cadence Bancorporation, ("CADE"), and its wholly-owned subsidiary, Cadence Bank, N.A., areabout to be merged with and into BancorpSouth Bank, ("BXS"),...

Ousted Director's Stock Not "Converted": October 21, 2021 - Volume 15 Issue 201 Print 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...

M's e-Commerce Business Has The Requisite History Of Active Conduct: October 21, 2021 - Bulletin Print Report; 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...

Dwelling Was Neither Owned Nor Occupied: October 21, 2021 - Bulletin Print Report; 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...

Schedule B Is The Key To A Finding Of FBAR "Willfulness": October 21, 2021 - Bulletin Print Report; 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...

Cleveland Properly Applied "Games Played" Method Of Apportionment: October 20, 2021 - Volume 15 Issue 200 Print 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...

Maine Resident Could Not Deduct Gambling Losses: October 20, 2021 - Bulletin Print Report; 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 "...

ZD Effects A "Leveraged" Spin-Off: October 20, 2021 - Bulletin Print Report; Consensus Cloud Solutions, Inc., ("CCSI" or "spinco") announced that it has now completed its previously announced separation from ZiffDavis, Inc., (&...

VMW's Special Dividend Will Coincide With Its Separation From DELL: October 19, 2021 - Bulletin Print Report; The separation of VMWare, Inc. ("VMW"), from Dell Technologies, ("DELL"), is drawing nearer. DELL has determined that the distribution of its 81 percent in...

Calculating Involuntary Conversion Gain: October 19, 2021 - Volume 15 Issue 199 Print 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...

State Tax Debt Could Not Be Discharged: October 19, 2021 - Bulletin Print Report; 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...

ADS Announces A Spin-Off: October 19, 2021 - Bulletin Print Report; Alliance Data Systems Corporation, ("ADS"), announced that its Board of Directors has approved "the separation of ADS's 'LoyaltyOne' segment, consist...

Trader's Futures Contracts An Not Treated As Inventory: October 19, 2021 - Bulletin Print Report; 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...

Bank Deal Is A "Reverse Acquisition": October 18, 2021 - Bulletin Print Report; One of the larger banking deals of 2021 was recently announced by the participants, Columbia Banking System, Inc., ("CBSI"), and UmpquaHoldings Corporation, (&q...

Abatement Application Must Be Signed "By The Taxpayer": October 18, 2021 - Bulletin Print Report; Taxpayers, ("TPs"), own property at a condominium development in B. TPs' attorney received a message from the condominium developer, requesting legal representati...

"In-House Merger" Not An Involuntary Conversion: October 18, 2021 - Volume 15 Issue 198 Print 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...

Release of ESOP Shares Found To Violate Sec. 409(p): October 15, 2021 - Volume 15 Issue 197 Print 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...

PCRX/FLXN Deal Features Liberal Use Of CVRs: October 15, 2021 - Bulletin Print Report; Pacira BioSciences, Inc., ("PCRX"), and Flexion Therapeutics, Inc., ("FLXN"), recently announced a definitive agreement pursuant to which PCRX will acquire...

Tax Credit Reduction Legislation Is Constitutional: October 15, 2021 - Bulletin Print Report; 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...

Promissory Note Was "Payable On Demand": October 15, 2021 - Bulletin Print Report; 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...

A "Defective" Sec. 351 Is A Taxable Sale--But To Whom?: October 14, 2021 - Volume 15 Issue 196 Print Report; X is a corporation formed under the laws of State L that produces "H." Y is a corporation formed under the laws of State M that also produces "H."...

EMR And AZPN Will Engage In A "Global" Section 351 Transaction: October 14, 2021 - Bulletin Print Report; Emerson, ("EMR"), and AspenTech, ("AZPN"), announced that thecompanies have entered into a definitive agreement to contribute EMR's industrial sof...

Not All Of Duke's Property Is "Manufacturing Property": October 14, 2021 - Bulletin Print Report; Duke, ("D"), is a regulated public utilityprimarily engaged in the generation, transmission, distribution, and sale of electricity in parts ofNorth Caroli...

Netflix And Hulu Need Not Pay Video Service Provider Fees: October 14, 2021 - Bulletin Print Report; In 2013, the Arkansas Legislature passed the Video Service Act, ("VSA"). The VSAallows video service providers to avoid the need to negotiate separate authoriza...

Owner's Consent Renders Conversion "Voluntary": October 13, 2021 - Volume 15 Issue 195 Print 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...

"LNBFs" Are "Fixtures": October 13, 2021 - Bulletin Print Report; 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&...

Owner Of "IP" Not Treated As Manufacturer Of Fishing Reels: October 13, 2021 - Bulletin Print Report; X designs, markets, and sells fishing reels, ("Reels"). X owns intellectual property relating to the mechanical architecture and manufacture of Reels, ("XIP"...

Airport Concessionaire Taxable On Sublease Income: October 13, 2021 - Bulletin Print Report; 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...

Managing MO's Gain In Its ABI Stake: October 12, 2021 - Bulletin Print Report; Altria Group, Inc., ("MO"), accounts for its investments in Anheuser-Busch InBev SA/NV, ("ABI"), and JUUL Labs, Inc., ("JUUL"), using the so-calle...

Exchanging Vested For Nonvested Shares: October 12, 2021 - Volume 15 Issue 194 Print 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...

Sourcing Gain Or Loss On Commodity Derivatives: October 12, 2021 - Bulletin Print Report; 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...

Excavators Exempt From Sales Tax: October 11, 2021 - Bulletin Print Report; 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...

Untimely Filing Bars Overpayment Credit: October 11, 2021 - Bulletin Print Report; 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...

Cash In Lieu Of Fractional Shares Of Sec. 306 Stock: October 11, 2021 - Volume 15 Issue 193 Print 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...

ERISA Does Not Bar Taxation Of ESOP-Owned Corporation: October 8, 2021 - Bulletin Print Report; TP is an 'S' corporation incorporated under the laws of Tennessee, ("T"). TP established the Employee Stock Ownership Trust, (the "Trust"), as...

The "SALT" Cap Is Constitutional: October 8, 2021 - Bulletin Print Report; 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"),...

N.J. Corporation Denied "Investment Company" Status: October 8, 2021 - Volume 15 Issue 192 Print Report; 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...

"Use-Of-Money" Principle Defeats Assessment Of Underpayment Interest: October 8, 2021 - Bulletin Print Report; 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 Will Acquire Meredith's "Spinco": October 7, 2021 - Bulletin Print Report; IAC and Meredith Corporation, ("MDP"), announced their entry into an agreement pursuant to which IAC's digital publishing unit "will acquire the entity, (&qu...

Consent Required For Change From Improper To Proper Method: October 7, 2021 - Volume 15 Issue 191 Print Report; 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...

VNE Accepts A "Superior Offer": October 7, 2021 - Bulletin Print Report; Qualcomm, Inc., ("QCOM"), and SSW Partners, ("SSW"), announced they have reached a definitive agreement to acquire Veoneer, Inc., ("VNE"), "f...

Alimony Payments Not Allocable To Tax-Exempt Income: October 7, 2021 - Bulletin Print Report; 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. Completes Spin-Off Of Sylvamo Corp.: October 7, 2021 - Bulletin Print Report; 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...

Arizona Taxpayer Held To Be An Investor: October 6, 2021 - Volume 15 Issue 190 Print Report; 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...

Debt Transfer In A 'D' Reorganization Does Not Implicate Section 108(e)(4): October 6, 2021 - Bulletin Print Report; 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...

Informal Claim Meets The Requirements Of Section 7422(a): October 6, 2021 - Bulletin Print Report; 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...

Financial Disability Not Demonstrated: October 6, 2021 - Bulletin Print Report; 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...

U.S. Bond Market Discount Income Not Deductible In N.C.: October 5, 2021 - Volume 15 Issue 189 Print Report; 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...

Only Certificate Holders Need Pay Franchise Fees: October 5, 2021 - Bulletin Print Report; 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...

Limited Reversion Right Does Not Defeat Economic Performance: October 5, 2021 - Bulletin Print Report; 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...

Inventory Cannot Be Depreciated: October 5, 2021 - Bulletin Print Report; The taxpayer, ("TP"),operated a sole proprietorship under the business name "KM." TP's business was "facilitating" sales between busines...

JCOM's Leveraged Spin-Off Ruling Is Instructive: October 4, 2021 - Bulletin Print Report; 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...

CrossFit Provides Physical Fitness Services: October 4, 2021 - Bulletin Print Report; 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...

Sec. 183(b)(2) Deductions Are Miscellaneous Itemized Deductions: October 4, 2021 - Bulletin Print Report; 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...

Holding Period Of Newly-Issued Stock Determined: October 4, 2021 - Volume 15 Issue 188 Print Report; Petitioner, (P), was the sole owner of an unincorporated printing and publishingbusiness. He incorporated the business on April 1, 1940 and contributed all the...

Agreement To Purchase Securities Did Not Commence Holding Period: October 1, 2021 - Volume 15 Issue 187 Print Report; 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...

Divorce Decree Shows No Abandonment Of Domicile: October 1, 2021 - Bulletin Print Report; 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...

Separate Gifts May Be Valued Separately: October 1, 2021 - Bulletin Print Report; 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...

Perrigo--Not Surprisingly--Reaches A Favorable Settlement With "IR": September 30, 2021 - Bulletin Print Report; Perrigo Company plc, ("P"), has reached an agreement with the "Irish Office of the Revenue Commissioner," ("Irish Revenue"),providing for th...

Change In Accounting Method Without Consent Is Ineffective: September 30, 2021 - Volume 15 Issue 186 Print 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...

Canadian Miners Announce Merger Of Equals: September 30, 2021 - Bulletin Print Report; Agnico Eagle Mines, Ltd., ("AEM"), and rival Kirkland Lake Gold, Ltd., ("KL"), each a Canadian corporation, announced that they have entered into a definiti...

Gain From Sale Of "121A Properties" Is Taxed In Massachusetts: September 30, 2021 - Bulletin Print Report; R held a minority interest in three Massachusetts, ("M"), limited partnerships, (the "121A Partnerships"), each of which owned an urban redevelopment projec...

Claims For Refund Of "Ancient" Taxes Denied: September 30, 2021 - Bulletin Print Report; 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...

Portfolio Stock Not Classified As "Debt Financed": September 29, 2021 - Volume 15 Issue 185 Print 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...

Educational Institution Was Not A "Seminary Of Learning": September 29, 2021 - Bulletin Print Report; 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 Will Acquire MUFG Union Bank N.A.: September 29, 2021 - Bulletin Print Report; 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...

No Equitable Exception To Section 6532's Statute Of Limitations: September 29, 2021 - Bulletin Print Report; 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...

Sec. 483 Applies To "Indefinite Payments": September 28, 2021 - Volume 15 Issue 184 Print 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...

Redemption Obligation Is Not A Corporate Liability: September 28, 2021 - Bulletin Print Report; 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...

Maine Resident Not Entitled To A Credit For Connecticut Taxes: September 28, 2021 - Bulletin Print Report; 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...

DELL Will Get Its Ruling: September 28, 2021 - Bulletin Print Report; 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 Must Add-Back Certain Royalties Paid To An Affiliate: September 27, 2021 - Bulletin Print Report; Lorillard Tobacco Company, ("L"),manufactures, markets, distributes, and sells cigarettes in New Jersey. In 1999, L assigned its intellectual property, includin...

MIC Begins Its Liquidation: September 27, 2021 - Bulletin Print Report; Macquarie Infrastructure Corporation, (the "Corporation"),has commenced the process that will culminate, sometime in 2022,in its liquidation, with all of...

Portfolio Indebtedness Is An Exceedingly Narrow Concept: September 27, 2021 - Volume 15 Issue 183 Print 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...

"Instant Savings" Disbursements Are Not Receipts Subject To Sales Tax: September 24, 2021 - Bulletin Print Report; 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...

Merger Of "Transitory" Subsidiary Into T Is A Redemption: September 24, 2021 - Volume 15 Issue 182 Print 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...

A Construction Contractor Is A Retailer Of "Fixtures": September 24, 2021 - Bulletin Print Report; 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...

I.R.S. Finalizes Section 301 Regulations: September 24, 2021 - Bulletin Print Report; 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...

A Film Library Is Not a Capital Asset: September 23, 2021 - Volume 15 Issue 181 Print 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...

Section 1059(c)(4) Election Effectively Made: September 23, 2021 - Bulletin Print Report; 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...

Brewery Property Entitled To An "EMPP": September 23, 2021 - Bulletin Print Report; 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...

Federal Law Enforcement Officer Receives Tax Benefit: September 22, 2021 - Volume 15 Issue 180 Print 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...

Equitable Tolling Does Not Apply To Section 6013(b): September 22, 2021 - Bulletin Print Report; 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...

Prospective Application Of "Nextel" Is Not Unconstitutional: September 22, 2021 - Bulletin Print Report; 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...

What If TROX Experiences An "Ownership Change?": September 21, 2021 - Bulletin Print Report; 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...

Corporation Denied Consent To Make New 'S' Election: September 21, 2021 - Volume 15 Issue 179 Print 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...

Cincinnati's Billboard Tax Violates The First Amendment: September 21, 2021 - Bulletin Print Report; 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...

The Willens Deal Survey September 2021: September 20, 2021 - The Deal Survey: September 2021 Print 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.

Tax Receivable Agreements Under The Microscope: September 20, 2021 - Bulletin Print Report; 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...

New FASB Guidance On Accounting For Equity Securities: September 20, 2021 - Bulletin Print Report; The Financial Accounting Standards Board, ("FASB"), has released a proposed Accounting Standards Update, ("ASU"), clarifying the manner in which reporting e...

CP Wins The Battle For KCS: September 20, 2021 - Bulletin Print Report; Canadian Pacific Railway Limited, ("CP"), and Kansas City Southern, ("KCS"), announced that they have entered into a "merger agreement," pursuant...

Restructuring Does Not Accelerate Estate Tax Payments: September 20, 2021 - Volume 15 Issue 178 Print 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...

Legal Expenses Fall Prey To "Gilmore": September 17, 2021 - Bulletin Print Report; 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...

LAUR Is "Partially" Liquidating: September 17, 2021 - Bulletin Print Report; Laureate Education, Inc., ("LAUR"), in connection with the sale of its Walden e-Learning, LLC unit, has adopted a plan of "partial liquidation,"pursua...

Sale Of Partnership Interest Yields Long-Term Capital Gain: September 17, 2021 - Volume 15 Issue 177 Print 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...

Goldman Sachs Group To Acquire GreenSky, Inc.: September 17, 2021 - Bulletin Print Report; The Goldman Sachs Group, Inc., (GSG), and GreenSky, Inc., ("GSI"), announced that they have entered into a definitive agreement pursuant to which GSGwill acquir...

Temporary Work Site Is Taxpayer's "Tax Home": September 17, 2021 - Bulletin Print Report; 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...

Lack Of Tax Avoidance Motive Insufficient For Reorganization Status: September 15, 2021 - Volume 15 Issue 176 Print 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...

Damages For Emotional Distress Cannot Be Excluded From Gross Income: September 15, 2021 - Bulletin Print Report; 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...

Aircraft Lease Not Pursued With The Objective Of Gain: September 15, 2021 - Bulletin Print Report; 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...

Property Purchased For Lease Is "Resold": September 15, 2021 - Bulletin Print Report; Applicant, ("APP"), is a limited liability company based in Missouri. APP's primary business is to design and assemble specialized, custom lighting, sound, video,...

Sperm Donor Does Not Qualify Under Sec. 501(c)(3): September 14, 2021 - Volume 15 Issue 175 Print Report; On October 15, 2003, Mr. N founded and incorporated Free Fertility Foundation (FFF) as a non-profit "public benefit" corporation. &nbs...

BPOL Tax Fell Within The ITFA's Grandfather Clause: September 14, 2021 - Bulletin Print Report; 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...

"Kombucha" Beverages Are "Soft Drinks": September 14, 2021 - Bulletin Print Report; 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...

Netflix and Hulu Do Not Provide "Video Service": September 13, 2021 - Bulletin Print Report; NRS711.670(1) provides that a..."local government may require a video service provider to pay a franchise fee...based on the gross revenue that th...

Senate Tax Writers Seek To Impose A Tax On Stock Buybacks: September 13, 2021 - Bulletin Print Report; 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...

A Business Purpose Is Needed For The Stock Distribution: September 13, 2021 - Volume 15 Issue 174 Print 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...

All Teaching Is the Same: September 10, 2021 - Volume 15 Issue 173 Print 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...

Coffee Shop Sales Exempt From Sales Tax: September 10, 2021 - Bulletin Print Report; Applicant, ("APP"),is a Missouri public school district. APP provides primary and secondary public education. APP recently purchased a property that APP intends...

Non-Resident Alien Treated As A Virginia Resident: September 10, 2021 - Bulletin Print Report; 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...

Real Property Did Not "Escape Taxation": September 10, 2021 - Bulletin Print Report; 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...

Sale Not Governed By Sec. 304: September 9, 2021 - Volume 15 Issue 172 Print 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...

Actor's Predominant Objective Was To Make A Profit: September 9, 2021 - Bulletin Print Report; 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...

Cable TV Services Not Subject To Sales Tax: September 9, 2021 - Bulletin Print Report; 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...

Subsidized Housing Was "Temporary": September 9, 2021 - Bulletin Print Report; 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...

Amounts Held In Trust Not Investment In U.S. Property: September 8, 2021 - Volume 15 Issue 171 Print 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,...

Professor Was A "Statutory Resident" Of New York: September 8, 2021 - Bulletin Print Report; 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...

"Selling" Does Not Require Passage Of Title: September 8, 2021 - Bulletin Print Report; During the time period at issue, Xerox Corporation, ("X"), offered a variety of distribution agreements to meet its customers' needs: purchase agreements, finance...

Compensation Was Not Paid "In This State": September 8, 2021 - Bulletin Print Report; 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...

Corporation Not Eligible For Economic Hardship Exemption: September 3, 2021 - Bulletin Print Report; 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...

"Comity" Doctrine Employed To Dismiss Federal Lawsuit: September 3, 2021 - Bulletin Print Report; 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...

Changing Timing Is A Change In Method Of Accounting: September 3, 2021 - Volume 15 Issue 170 Print 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...

Deducting "Traveling" Expenses: September 2, 2021 - Volume 15 Issue 169 Print 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...

"Willfulness" Requires "Specific Intent": September 2, 2021 - Bulletin Print Report; 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...

"Repairs" And "Modifications" Are Not Ascertained Qualitatively: September 2, 2021 - Bulletin Print Report; 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...

I.R.S. Grants Extension of Time to File "Gain Recognition" Election: September 1, 2021 - Volume 15 Issue 168 Print 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...

Proposition 22 Is Unconstitutional: September 1, 2021 - Bulletin Print Report; The California Constitution vests in the Legislature the "plenary power, unlimited by any provision of this Constitution, to create and enforce a comple...

Leased Property Did Not "Belong To The State": September 1, 2021 - Bulletin Print Report; 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...

Business Expense Deduction For Donations To Exempt Organization: August 31, 2021 - Volume 15 Issue 167 Print Report; X participated in the organization of Y, a nonprofit corporation formed for theexclusive purpose of providing current and retired employees of X the opportunity...

Generator Is "Exempt Production Equipment": August 31, 2021 - Bulletin Print Report; 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...

Supreme Court Strikes Down Nationwide Eviction Moratorium: August 31, 2021 - Bulletin Print Report; 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...

Taxpayer Was Not "Carrying On" A Trade Or Business: August 30, 2021 - Bulletin Print Report; 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...

Use Tax On Aircraft Not Unconstitutional: August 30, 2021 - Bulletin Print Report; 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...

Using Property To Exercise An Option: August 30, 2021 - Volume 15 Issue 166 Print Report; 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...

No Refund Of "REET" In Connection With A Rescission: August 27, 2021 - Bulletin Print Report; 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...

I.R.S. Defers Withholding Requirements On Transfers Of PTP Interests: August 27, 2021 - Bulletin Print Report; 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's Property Tax Claim Was Time-Barred: August 27, 2021 - Bulletin Print Report; Walmart, Inc., ("W"), owns real property improved by Supercenter stores, (the "Properties"). W alleges that the Counties discriminated against the company b...

Aggregating Acquisitions Of Stock: August 27, 2021 - Volume 15 Issue 165 Print Report; 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...

How Will Daily Mail's Special Distribution Be Taxed?: August 26, 2021 - Bulletin Print Report; 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...

Non-Profit Service Corporation Did Not Operate For "Gain Or Profit": August 26, 2021 - Bulletin Print Report; 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...

Defense Contractor Was A "Qualified Individual": August 26, 2021 - Bulletin Print Report; 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...

Not All "Guaranteed Payments" Are Deductible: August 26, 2021 - Volume 15 Issue 164 Print Report; 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...

Property Not "Occupied" Not Exempt From Tax: August 25, 2021 - Bulletin Print Report; 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...

Non-Taxable Income Reduced State Net Operating Loss Deduction: August 25, 2021 - Bulletin Print Report; 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...

Series Of Transactions Constitutes "Reverse Acquisition": August 25, 2021 - Volume 15 Issue 163 Print Report; 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...

EQC And Starwood Vying For MNR's Affections: August 24, 2021 - Bulletin Print Report; Monmouth Real Estate Investment Corporation, ("MNR"), had reached an agreement to be acquired by Equity Commonwealth, ("EQC"), but Starwood Real Estate Inco...

Boundary Line Adjustment Subject To "REET": August 24, 2021 - Bulletin Print Report; 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...

Common Ownership Does Not Prevent "Insurance": August 24, 2021 - Volume 15 Issue 162 Print Report; 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...

Worthless Stock Loss Found To Be Capital In Nature: August 23, 2021 - Bulletin Print Report; 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...

Whistleblower's Information Did Not Lead To A Productive "Action": August 23, 2021 - Bulletin Print Report; 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...

Contractual Separation Agreement Does Not End Marital Status: August 23, 2021 - Volume 15 Issue 161 Print Report; 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...

The Willens Deal Survey August 2021: August 20, 2021 - The Deal Survey: August 2021 Print 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.

Preliminary Activities Not "Carrying On" A Trade Or Business: August 20, 2021 - Volume 15 Issue 160 Print Report; 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...

Nieces And Nephews Were "Qualifying Children": August 20, 2021 - Bulletin Print Report; 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...

An Employee's Marketing Expenses Are Deductible On Schedule A: August 20, 2021 - Bulletin Print Report; 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...

Ambiguous Statute Construed In Favor Of Taxpayer: August 20, 2021 - Bulletin Print Report; 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...

Are Reimbursements Of "BPD Fees" Gross Income?: August 19, 2021 - Bulletin Print Report; 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...

Restitution Orders May Be Enforced Against 401(k) Accounts: August 19, 2021 - Bulletin Print Report; 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...

Coaxial And Fiber Optic Cable Are Real Property Assets: August 19, 2021 - Bulletin Print Report; 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...

Sales Properly Subject To Missouri Sales Tax: August 19, 2021 - Volume 15 Issue 159 Print Report; Applicant is an apparel and promotional products distributor located in Missouri with only one office location. Applicant has a customer whose corporateheadquar...

Is BHP Group Turning A Spin-Off Into A Dividend?: August 18, 2021 - Bulletin Print Report; Woodside Petroleum Ltd., ("W") and BHP Group, ("BG"), have entered into a "merger commitment deed" to combine their respective oil and gas portfol...

The Step Transaction Doctrine's Kryptonite: August 18, 2021 - Bulletin Print Report; 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...

No UBT Deduction For Commissions Paid To A "DISC": August 18, 2021 - Bulletin Print Report; 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...

Contingencies Prevent Agreement From Being An "Option": August 18, 2021 - Volume 15 Issue 158 Print Report; 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...

Foreign Tax Credits Cannot Offset The "NII" Tax: August 17, 2021 - Bulletin Print Report; 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...

Utilities Are Subject To Sales Tax: August 17, 2021 - Bulletin Print Report; 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...

Involuntary Conversions Encompass More Than Fifth Amendment Takings: August 17, 2021 - Bulletin Print Report; The Fifth Amendment to the United States Constitution provides, succinctly: "Nor shall private property be 'taken' for public use without just compensation."...

Taxpayer Could Not Correct Filing Status: August 17, 2021 - Volume 15 Issue 157 Print Report; 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...

Machinery And Equipment Was "Used Directly" In Manufacturing: August 16, 2021 - Bulletin Print Report; 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...

One's Home Is An Asset For Purposes Of Sec. 108(d)(3): August 16, 2021 - Volume 15 Issue 156 Print Report; 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...

"Tax Distributions" Were Not Fraudulent Conveyances: August 16, 2021 - Bulletin Print Report; 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...

Back-To-Back Mergers Intended To Qualify As Reorganizations: August 16, 2021 - Bulletin Print Report; 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...

Active Rents Exception Unaffected By GAAP: August 13, 2021 - Volume 15 Issue 155 Print Report; 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...

Taxpayers Denied "Physicians' Tax Credit": August 13, 2021 - Bulletin Print Report; 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...

Absent A Postmark "Deemed Delivery Rule" Inapplicable: August 13, 2021 - Bulletin Print Report; 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...

Telecommuter Taxed Where Services Were Performed: August 13, 2021 - Bulletin Print Report; 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...

Payment By Partner Of Partnership's Debt: August 12, 2021 - Volume 15 Issue 154 Print Report; 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...

CP Will Not Be Deterred: August 12, 2021 - Bulletin Print Report; 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...

An LLC Was Not A "Business Corporation": August 12, 2021 - Bulletin Print Report; 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...

DKNG's Ever-Expanding Empire: August 12, 2021 - Bulletin Print Report; 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...

Assets Of An Out-Of-State Trust Included In Resident's Taxable Estate: August 11, 2021 - Bulletin Print Report; 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...

Deferral Of Guaranteed Payments Not Permitted: August 11, 2021 - Volume 15 Issue 153 Print Report; 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...

Exercise Of Professional Judgment Is Not "Reasonable Cause": August 11, 2021 - Bulletin Print Report; 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...

Federal Tax Lien Can Attach To Intangible Personal Property: August 11, 2021 - Bulletin Print Report; 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...

What Is An "Other Periodical?": August 10, 2021 - Volume 15 Issue 152 Print Report; 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...

A Portion Of A Preferred Share Is "Stock" For Purposes Of Section 382: August 10, 2021 - Bulletin Print Report; 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...

California Counties Overtaxed A Railroad's Property: August 10, 2021 - Bulletin Print Report; 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...

Doctrine Of Federal Conformity Not Applicable: August 10, 2021 - Bulletin Print Report; 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 Would Eviscerate Carried Interest As We Know It: August 9, 2021 - Bulletin Print Report; 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 Will Offer Canadian Residents Tax-Free "Rollover" Treatment: August 9, 2021 - Bulletin Print Report; Penn National Gaming, Inc., ("PENN"), and Score Media & Gaming, Inc., ("SCR"), recently announced that they have entered into a definitive agreement &qu...

Income From Prepaid Postage and Handling Qualifies For Deferral: August 9, 2021 - Volume 15 Issue 151 Print Report; 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...

Collection Of Sales Tax Is Not "Trade" Or "Commerce": August 9, 2021 - Bulletin Print Report; Walmart, ("W"), sells "5-Hour Energy" to customers in Pennsylvania, ("PA"). Bottles of 5-Hour Energy are labeled as "Dietary Supplements,&quo...

Bad Timing Leads To Assessment Of Pennsylvania's Transfer Tax: August 6, 2021 - Bulletin Print Report; The instant matter involves a dispute between Petitioner, ("P"), and the Commonwealth of Pennsylvania over a Transfer Tax assessed on a deed, ("Deed"), from...

No State Tax Credit For Foreign Taxes Permitted: August 6, 2021 - Volume 15 Issue 150 Print Report; 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...

Rebates Were Not A "Bona Fide Discount": August 6, 2021 - Bulletin Print Report; Taxpayer, headquartered out-of-state, sells its products to distributors throughout the country, including in Washington. Taxpayer provides "inventory pricing adjustments&...

Author's Promotional Income Was Derived From Her Trade Or Business: August 6, 2021 - Bulletin Print Report; 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...

Land Sale Produced Ordinary Income: August 5, 2021 - Volume 15 Issue 149 Print Report; 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. ...

Uncapping Of Taxable Value Of Realty Permissible: August 5, 2021 - Bulletin Print Report; 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...

NOLs Can Shelter "Built-In Gains": August 5, 2021 - Bulletin Print Report; The value of a target's net operating losses, ("NOLs"), to an acquirer has always been shrouded inmystery. Whether an acquirer should "pay" for th...

Donee Must Be Entitled To Proportionate Part Of Extinguishment Proceeds: August 5, 2021 - Bulletin Print Report; 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)(...

Principal Residence Consists Of Land And Improvements Thereon: August 4, 2021 - Volume 15 Issue 148 Print Report; 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...

Temporary Storage Of Natural Gas Does Not Incur Ad Valorem Tax: August 4, 2021 - Bulletin Print Report; 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&...

Contractor Not Engaged In Retail Sale Of Systems: August 4, 2021 - Bulletin Print Report; 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...

Forest Products Tax Exemption Not Available: August 4, 2021 - Bulletin Print Report; 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...

Lawn Care Company Not Entitled To Use Tax Exemption: August 3, 2021 - Bulletin Print Report; 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...

Payments To "Adviser General Partner" Subject To Sec. 707(a): August 3, 2021 - Volume 15 Issue 147 Print Report; 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...

The "Mailbox Rule" Has Been Conclusively Supplanted: August 3, 2021 - Bulletin Print Report; 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...

Bankruptcy Court Applies The "Withholding Rule": August 3, 2021 - Bulletin Print Report; 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...

Square, Inc. To "Force" A "Qualified Stock Purchase" Of APT: August 2, 2021 - Bulletin Print Report; Square, Inc., ("SQ"), and AfterpayLtd., ("APT"), an Australian company, announced that they have entered into a "Scheme Implementation Deed"...

BVS And MSON Are Planning A "Cash Option" Merger: August 2, 2021 - Bulletin Print Report; Bioventus, Inc., ("BVS"), and Misonix, Inc., ("MSON"), announced that they have entered into a definitive agreement in connection with which BVS will acquir...

Taxpayer's Home Was Her Principal Place Of Business: August 2, 2021 - Bulletin Print Report; 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.B.A. Candidate Was Not The "Prevailing Party": August 2, 2021 - Bulletin Print Report; 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...

Management Fees Found To Be "Guaranteed Payments": August 2, 2021 - Volume 15 Issue 146 Print Report; 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...

"Domesticating" Gives Rise To Shareholder Level Tax Consequences: July 30, 2021 - Bulletin Print Report; 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...

Reimbursed Expenses Not Deductible: July 30, 2021 - Volume 15 Issue 145 Print Report; 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...

Taxes Erroneously Paid To Vendor Cannot Be Credited: July 30, 2021 - Bulletin Print Report; 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...

Related Party Loss Was Disallowed: July 30, 2021 - Bulletin Print Report; 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...

Owner/Beneficiary Of A Foreign Trust Was Subject To A 35 Percent Penalty: July 29, 2021 - Bulletin Print Report; 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...

Deemed Asset Sale Gain Is N.Y. Source Income: July 29, 2021 - Volume 15 Issue 144 Print Report; Plaintiffs, residents of Tennessee, were shareholders of JBS, incorporated in Tennessee and taxable as an 'S' corporation for Federal and New York State incom...

Indefinite Employment Fixes One's Tax Home: July 29, 2021 - Bulletin Print Report; 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...

Entrepreneur May Deduct MBA Expenses: July 29, 2021 - Bulletin Print Report; 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...

Capstead Mortgage's Merger Intended To Be A Taxable Transaction: July 28, 2021 - Bulletin Print Report; Benefit Street Partners Realty Trust, Inc., ("Parent"), and Capstead Mortgage Corporation, (the "Company"), announced they have entered into a definitive me...

Debt Not Secured By Principal Residence: July 28, 2021 - Volume 15 Issue 143 Print Report; 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...

National Bank Subject To Virginia Bank Franchise Tax: July 28, 2021 - Bulletin Print Report; 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...

Franchise Fee Dispute Best Adjudicated By State Court: July 27, 2021 - Bulletin Print Report; 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...

Supplemental Payments Not Qualified Foster Care Payments: July 27, 2021 - Volume 15 Issue 142 Print Report; 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...

Pipe Manufacturer Not Eligible For Tax-Exempt Status: July 27, 2021 - Bulletin Print Report; According to petitioner, ("P"), it is "a successor to a for-profit business that never made any profit." The reference to the "for-profit business"...

Environmental Mitigation Costs Found Deductible: July 27, 2021 - Bulletin Print Report; 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....

Refund Of ITC Carryover Denied: July 26, 2021 - Bulletin Print Report; 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...

Tender Offer Is An Isolated Redemption: July 26, 2021 - Volume 15 Issue 141 Print Report; 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...

Property Located On Leased Premises Subject To Tax: July 26, 2021 - Bulletin Print Report; 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...

Will There Be Withholding Tax Imposed On QTS's Liquidating Distribution?: July 23, 2021 - Bulletin Print Report; 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...

Deferred Subscription Income Constitutes A Liability: July 23, 2021 - Volume 15 Issue 140 Print Report; 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...

Fidelity Was Not A "Fiduciary": July 23, 2021 - Bulletin Print Report; Plaintiff, a participant and beneficiary in the Pfizer Consolidated Pension Plan, (the "Pfizer Plan"),alleges that Defendants, the Pfizer Retirement Committee a...

Aggrieved Investor Did Not Sustain A "Net Operating Loss": July 23, 2021 - Bulletin Print Report; In August 2007, Mr. Swartz, ("S"),invested $1.5 million in securities of CTI Holdings, LLC, ("CTI"), a "global entertainment company." Two m...

The Willens Deal Survey July 2021: July 22, 2021 - The Deal Survey: July 2021 Print 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.

Short Sale Obligation Constitutes A "Liability": July 22, 2021 - Volume 15 Issue 139 Print Report; P owns all of the stock of S. P enters into a "short sale" of XYZ securities on a national securities exchange. P's broker takes securities on han...

Industry Profit Margins Cannot Invoke The "Cohan" Rule: July 22, 2021 - Bulletin Print Report; 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....

No Foreign Tax Credit Without Foreign Source Income: July 22, 2021 - Bulletin Print Report; 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...

Property Not Used Exclusively For Public Worship: July 22, 2021 - Bulletin Print Report; 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...

PRGO Failed To Adequately Disclose Its Irish Tax Dispute: July 21, 2021 - Bulletin Print Report; In December 2013, PerrigoCompany plc, ("PRGO"), purchased Elan Corporation plc, ("E"), which allowed PRGOto establish its tax domicile in Irelan...

Redemption Is An Isolated Transaction: July 21, 2021 - Volume 15 Issue 138 Print Report; 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,...

Repair Property Not Exempt From Sales Tax: July 21, 2021 - Bulletin Print Report; 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...

Incarcerated Taxpayer Failed To Establish Reasonable Cause: July 21, 2021 - Bulletin Print Report; 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...

MIC's Proxy Materials Outline "Reorganization's" Tax Consequences: July 20, 2021 - Bulletin Print Report; Macquarie Infrastructure Corporation, ("MIC"), recently issueda preliminary proxy statement in which it discusses, in some substantial detail, the steps of the...

Guardian Cannot Be Foster Care Provider: July 20, 2021 - Volume 15 Issue 137 Print Report; 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&...

Digital Mark Does Not Meet Signature Requirement: July 20, 2021 - Bulletin Print Report; 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...

Refund Claim Was Duly Filed: July 20, 2021 - Bulletin Print Report; 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...

Reinstated Mortgage Loses Its Priority: July 20, 2021 - Bulletin Print Report; 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...

Late Filing Penalty Properly Waived: July 19, 2021 - Bulletin Print Report; 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...

Steps Will Occur "In Pursuance Of A Plan Of Reorganization": July 19, 2021 - Bulletin Print Report; 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....

PRGO's Irish Tax Dispute Enters A New Phase: July 19, 2021 - Bulletin Print Report; 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...

Property Is Both Destroyed and Condemned: July 19, 2021 - Volume 15 Issue 136 Print Report; 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...

California Taxation Of Liquidation Of An Insurance Company: July 16, 2021 - Bulletin Print Report; 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...

Determining Sec. 357(c) Gain When Multiple Properties Transferred: July 16, 2021 - Volume 15 Issue 135 Print Report; 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,...

XOG Shareholders Are In Line For "Tax-Free" Dividends: July 16, 2021 - Bulletin Print Report; Bonanza Creek Energy, Inc., ("BCEI"), and Extraction Oil & Gas, Inc., ("XON"), are in the process of meeting the prerequisites that will enable the comp...

Occasional Sales Are Not Subject To The "ROT": July 16, 2021 - Bulletin Print Report; 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...

The '87 FBAR Penalty Regulation Is A "Nullity": July 15, 2021 - Bulletin Print Report; 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...

Commitment Fees Are A Cost Of Acquiring The Loan: July 15, 2021 - Volume 15 Issue 134 Print Report; 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...

BBBY Not Liable For Michigan Use Tax On Advertising Materials: July 15, 2021 - Bulletin Print Report; 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 Will Annex The "State Auto Group": July 15, 2021 - Bulletin Print Report; Liberty Mutual Holding Company, Inc., ("LMHC"), State Automobile Mutual Insurance Company, ("SAM"), and SAM's 59-percent owned subsidiary, State Auto Fi...

Agent Must Reveal Identity Of Condemning Authority: July 14, 2021 - Volume 15 Issue 133 Print Report; 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...

KNX Secures A Basis Step-Up: July 14, 2021 - Bulletin Print Report; Recently, Knight-Swift Transportation Holdings, Inc., ("KNX"), acquired 100 percent of the outstanding stock of AAA Cooper Transportation and an affiliated entity, (&...

Taxpayer Failed To Document The Amount Of Her Claimed Casualty Loss: July 14, 2021 - Bulletin Print Report; 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 &...

Foreign LLC Considered To Be "Doing Business" In California: July 14, 2021 - Bulletin Print Report; 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...

Tax Avoidance Not Primary Purpose For 'C' Reorganization: July 13, 2021 - Volume 15 Issue 132 Print Report; 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...

Can PFE "Spin-Off" Its Consumer Healthcare JV Interest?: July 13, 2021 - Bulletin Print Report; In 2019, Pfizer, Inc., ("PFE"), and GSKcontributed "our respective health care businesses into a JV." These businesses had been conducted by each of G...

New Business Ineligible For Small Business Tax Credit: July 13, 2021 - Bulletin Print Report; 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...

Minister Subject To Self-Employment Tax: July 13, 2021 - Bulletin Print Report; 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...

Recordation Tax Cannot Be Imposed On Conveyance Of Intangible Assets: July 12, 2021 - Bulletin Print Report; 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...

Spin-Off Features Unusually Sequenced Debt-For-Debt Exchange: July 12, 2021 - Bulletin Print Report; Distributing, ("D"), is a publicly traded State A corporation and serves asthe common parent of a group of domestic affiliated corporations, (the "D Group&...

Timely Request To Revoke Sec. 83(b) Election Granted: July 12, 2021 - Bulletin Print Report; 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...

Selling "Mixed-Use" Property: July 12, 2021 - Volume 15 Issue 131 Print Report; The petitioners resided on "the property" and they operated a towing business from a building they constructed on part of the property. &nbs...

Personal Residence Not Considered I.R.S. Agent's "Tax Home": July 9, 2021 - Bulletin Print Report; 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...

Periodic Pension Payments: July 9, 2021 - Volume 15 Issue 130 Print Report; The taxpayer, a domestic corporation,provides fiduciary and administrative services to individual and corporate retirement plans. With respect to the IRAs it se...

Tax Violated The Supremacy Clause Of The U.S. Constitution: July 9, 2021 - Bulletin Print Report; 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...

Property Held In Trust Not Owned By Grantor Or Beneficiary: July 8, 2021 - Volume 15 Issue 129 Print Report; The Constitution of the State of Virginia provides that "all property, except as hereinafter provided, shall be taxable." The Constitution authorizes limited exemptio...

Forfeited Deposits Are Not Subject To Sales And Use Tax: July 8, 2021 - Bulletin Print Report; 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,...

FBAR Defendant Ordered To Repatriate Swiss Assets: July 8, 2021 - Bulletin Print Report; 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...

Health Care Practitioner Denied Deduction From Gross Receipts: July 8, 2021 - Bulletin Print Report; 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...

Primarily Remedial Claims Survive Death: July 7, 2021 - Bulletin Print Report; 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...

Ohio State University's Airport Is Exempt From Tax: July 7, 2021 - Bulletin Print Report; 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...

Lowboy Not "Integral And Essential" To The Production Process: July 7, 2021 - Bulletin Print Report; 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...

"Boot" Gain Found To Be A Dividend: July 7, 2021 - Volume 15 Issue 128 Print Report; 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...

State-Owned Property Can Be Condemned By Private Parties: July 6, 2021 - Bulletin Print Report; 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...

Inherited IRA Distributions Cannot Be Rolled Over: July 6, 2021 - Bulletin Print Report; 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...

Accrual Of Interest Not Affected By Sec. 7507(a) Immunity: July 6, 2021 - Bulletin Print Report; 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...

Leasing Business "Carried On" During Period of Nonoccupancy: July 6, 2021 - Volume 15 Issue 127 Print Report; 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...

International Seaways' Special Dividend Will Not Be Extraordinary: July 2, 2021 - Bulletin Print Report; As contemplated by the merger agreement, the board of directors of International Seaways, Inc., ("ISI"), has declared a "contingent special dividend" amount...

Ordinances Impose Invalid "Taxes": July 2, 2021 - Bulletin Print Report; 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...

Acquiring Replacement Property Finalizes A Sec. 1033 Election: July 2, 2021 - Volume 15 Issue 126 Print Report; 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...

Extended Limitations Period Properly Applied: July 2, 2021 - Bulletin Print Report; 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...

Consideration Includes Relief From A Mortgage: July 2, 2021 - Bulletin Print Report; 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...

Threat Or Imminence of Condemnation: July 1, 2021 - Volume 15 Issue 125 Print Report; 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...

VTR Has The Right To Preserve SNR's REIT Status: July 1, 2021 - Bulletin Print Report; Ventas, Inc., ("VTR"), and New Senior Investment Group, Inc., ("SNR"), each a real estate investment trust, ("REIT"), announced that they have ent...

Vocational School Disqualified From "Tuition Fee Deduction": July 1, 2021 - Bulletin Print Report; Taxpayer, ("TP"), offered bachelor's and associate's degree programs, which included some general educational requirement courses required for finishing the d...

What If A "Two-Step" Merger Fails To Qualify As A Reorganization?: July 1, 2021 - Bulletin Print Report; 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...

Butane Is A Taxable Fuel: June 30, 2021 - Bulletin Print Report; 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...

Compensation For Injury To Goodwill Not Taxable: June 30, 2021 - Volume 15 Issue 124 Print Report; 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...

Taxpayer Was Not An "Interstate Fleet Motor Carrier": June 30, 2021 - Bulletin Print Report; 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...

Travel Expenses Not Incurred While Taxpayer Was Away From Home: June 30, 2021 - Bulletin Print Report; 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...

Supreme Court Declines To Hear "Remote" Worker Case: June 29, 2021 - Bulletin Print Report; We are disappointed, but hardly surprised, that the United States Supreme Court has chosen not...

In-State Deliveries Establish Substantial Nexus: June 29, 2021 - Volume 15 Issue 123 Print Report; 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...

Lack Of Transactional Nexus Barred Imposition Of Sales Tax: June 29, 2021 - Bulletin Print Report; P is an 'S' corporation headquartered in Wisconsin. Pis engaged in the business of commercial printing of "printed materials" to customers throughout th...

Teleworkers Eligible For "REAP" Credit: June 29, 2021 - Bulletin Print Report; TP is an unincorporated business tax, ("UBT"), filer and receives an annual Relocation Employment Assistance Program, ("REAP"), credit for consulting servic...

Custom Manufacturer Engaged In A Qualified Trade Or Business: June 28, 2021 - Bulletin Print Report; Taxpayer, ("TP"), a 'C' corporation, is in the business of manufacturing "Class of Products" as prescribed by third-party health care providers. Spe...

FCC Order Equivalent To A "Public Taking": June 28, 2021 - Bulletin Print Report; Taxpayers, ("TPs"), are in the business of providing communication services through commercial communicationsatellites and other infrastructure, (the "Sate...

Minority Shareholder's Redemption Is A Dividend Equivalent: June 28, 2021 - Volume 15 Issue 122 Print Report; 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...

Basis Reductions Occur In The Year Of Disposition: June 25, 2021 - Bulletin Print Report; 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...

Indefinite Suspension Of A Trade Or Business: June 25, 2021 - Volume 15 Issue 121 Print Report; The taxpayer, who has been engaged in the practice of anesthesiology for several years, suspended practice indefinitely because of substantialincreases in premi...

Appropriation Of A Right Of Access Is A Physical Taking: June 25, 2021 - Bulletin Print Report; The Agricultural Labor Relations Board of California, (the "Board"),has promulgated a regulation providing that the self-organizing rights of employees include...

Damages For Failure To Complete A Merger: June 24, 2021 - Volume 15 Issue 120 Print Report; 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...

Idle Mine Is Not "Low Grade Iron Ore Mining Property": June 24, 2021 - Bulletin Print Report; 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...

Capitalized Waste Stripping Not Exempt From Taxation: June 24, 2021 - Bulletin Print Report; 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...

Business Purpose For Distribution Found: June 23, 2021 - Volume 15 Issue 119 Print Report; 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. Announces Details Of Proposed Victoria's Secret Spin-Off: June 23, 2021 - Bulletin Print Report; 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...

Virginia Has Not Adopted The "CARES" Act: June 23, 2021 - Bulletin Print Report; 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...

Universal Music Group B.V. Will Have New Owners: June 22, 2021 - Bulletin Print Report; 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...

The Willens Deal Survey June 2021: June 22, 2021 - The Deal Survey: June 2021 Print 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.

Temporary Cessation of Business Activity Does Not Bar Deduction: June 22, 2021 - Volume 15 Issue 118 Print Report; 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...

Claims Processing Services Not Subject To Sales Tax: June 22, 2021 - Bulletin Print Report; 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...

Bitcoin And Ether Differ In "Nature And Character": June 22, 2021 - Bulletin Print Report; 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...

Plaintiffs Not Injured By Unenforceable "Individual Mandate": June 21, 2021 - Bulletin Print Report; 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...

Donor Lacks "Standing" To Sue Donor-Advised Fund's Sponsor: June 21, 2021 - Bulletin Print Report; 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...

Ascertaining One's "Principal Residence": June 21, 2021 - Volume 15 Issue 117 Print Report; 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...

Advisory Bulletin Is Not A "Regulation": June 18, 2021 - Bulletin Print Report; 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...

Inherited I.R.A. Ruled To Be Exempt Property In Chapter 7 Case: June 18, 2021 - Volume 15 Issue 116 Print Report; 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...

Legal Tender Generally Exempt From Illinois Retailers' Occupation Tax: June 18, 2021 - Bulletin Print Report; 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...

What Is The "Change" Date In A Title 11 Case?: June 17, 2021 - Volume 15 Issue 115 Print Report; 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...

No Loss Deduction For "Withheld" Income: June 17, 2021 - Bulletin Print Report; 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...

Aircraft Not Used Principally In Interstate Commerce: June 17, 2021 - Bulletin Print Report; 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...

Property Leased By A Charter School Not Exempt From Tax: June 17, 2021 - Bulletin Print Report; 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...

Taxpayer Runs Afoul Of The "Substantial Variance" Rule: June 16, 2021 - Bulletin Print Report; 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...

Defrauded I.R.A. Owner Not "Distributee" Of Unauthorized Withdrawals: June 16, 2021 - Volume 15 Issue 114 Print Report; 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...

Inherited 401(k) Account Is Not Part Of Bankruptcy Estate: June 16, 2021 - Bulletin Print Report; 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...

Valuing A "Survival Claim Action" For Estate Tax Purposes: June 16, 2021 - Bulletin Print Report; 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...

MIC Announces Final Step Of Its "Strategic Alternative Process": June 15, 2021 - Bulletin Print Report; More quickly than we thought possible, Macquarie Infrastructure Corporation, ("MIC"), has announced the culmination of its "strategic alternative process" b...

Organic Mattresses Are Not "Medicines" Exempt From Sales Tax: June 15, 2021 - Bulletin Print Report; Starting in 2008, APP sold "all-organic" mattresses at retail in California. APP purchased the mattresses from a supplier,("S"),in Illinois for...

Accelerated Issuance Of Contingent Stock: June 15, 2021 - Volume 15 Issue 113 Print 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. The plan included an agreement that the shareh...

I.R.S. Rules Favorably On A Retention Of Formation Shares: June 15, 2021 - Bulletin Print Report; 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...

Equipment Not "Used Directly" In Manufacturing: June 15, 2021 - Bulletin Print Report; 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...

Pre-Sale Distribution Not A Constructive Dividend To Buyer: June 14, 2021 - Volume 15 Issue 112 Print Report; 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....

Start-Up Expenses Are Not "Ordinary": June 14, 2021 - Bulletin Print Report; 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...

Sec. 481(a) Adjustment Included In Adjusted Taxable Income: June 14, 2021 - Bulletin Print Report; 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...

XERS's Acquisition Of SBBP Will Feature The Use Of "CVRs": June 14, 2021 - Bulletin Print Report; Xeris Pharmaceuticals, Inc., ("XERS") and StrongbridgeBiopharmaplc, ("SBBP"), an Irish public limited company, announced that they have entered...

Recovery Of Capital Treatment For Lawsuit Settlement Proceeds Denied: June 11, 2021 - Bulletin Print Report; 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...

Advertising Services Not Subject To Sales Tax: June 11, 2021 - Bulletin Print Report; Petitioner provides marketing and customer relationship consulting services exclusively to businesses in the automotive industry, primarily car dealerships. Petitioner uses its...

Student Not "Established" In A Trade Or Business: June 11, 2021 - Volume 15 Issue 111 Print Report; 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...

Oregon's Method Of Taxing Part-Year Residents Upheld: June 11, 2021 - Bulletin Print Report; 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...

Social Security Benefits Are U.S. Source Income: June 10, 2021 - Bulletin Print Report; 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...

Southwest Airlines Did Not Operate Enough "Departing Flights": June 10, 2021 - Bulletin Print Report; 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...

Landlord Entitled To Sales Tax Credit: June 10, 2021 - Bulletin Print Report; Petitioner, ("P"), is a commercial real estate company that acquires and manages commercial properties throughout New York City. P purchases electricity and electric...

Unaccrued Contract Rights Are Property: June 10, 2021 - Volume 15 Issue 110 Print Report; RL was a closely-held corporation engaged in the mortgage banking and themortgage servicing business. RL serviced mortgages as agent for insurance companies and...

Seattle's "Amazon" Tax Found To Be Constitutional: June 9, 2021 - Bulletin Print Report; 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...

Aggregate Gross Receipts: June 9, 2021 - Volume 15 Issue 109 Print Report; 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...

Rights To Tax Refund Not Exempt From Bankruptcy Estate: June 9, 2021 - Bulletin Print Report; 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...

CPA's FBAR Violations Were Found To Be Willful: June 9, 2021 - Bulletin Print Report; 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's Acquisition Will Be Structured As A "Forward Cash Merger": June 8, 2021 - Bulletin Print Report; QTS Realty Trust, ("QTS"), and Blackstone, ("BX"), announced that they have entered into a definitive agreement "under which Blackstone Infrastructure...

Adjustment To Gross Income Was A Partnership Item Of FPAA Recipient: June 8, 2021 - Bulletin Print Report; 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...

Discharge Of "Purchase Money Debt" Does Not Invoke Sec. 108(a): June 8, 2021 - Volume 15 Issue 108 Print Report; 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...

"Unprotected Conduct" Subjects Foreign Corporation To N.J. Taxation: June 8, 2021 - Bulletin Print Report; Plaintiff, ("P"), is a wholesale produce distributor which purchases and sells fresh fruits and vegetables. P purchases and distributes produce to supermarkets, groce...

MIC's Tax Vision On The Brink Of Realization: June 7, 2021 - Bulletin Print Report; In February, we wrote about Macquarie Infrastructure Corporation, ("MIC"), and its ambitious plan to divest itself of its Atlantic Aviation, ("AA"), busines...

Seat Of Management Determines "Commercial Domicile": June 7, 2021 - Bulletin Print Report; 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...

Exploring The Tax Consequences Of PSTH's Proposed Transaction: June 7, 2021 - Bulletin Print Report; Pershing Square Tontine Holdings, Ltd., ("PSTH"), a special purpose acquisition company, ("SPAC"), has announced a proposed transactionthe likes of wh...

Termination Payments Not Self-Employment Income: June 7, 2021 - Volume 15 Issue 107 Print Report; 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...

Receipt Of Boot Does Not Warrant Loss Deduction: June 4, 2021 - Volume 15 Issue 106 Print Report; 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...

Intent To Defraud Is A Necessary Element Of Embezzlement: June 4, 2021 - Bulletin Print Report; 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 Does Not Receive "Deposits": June 4, 2021 - Bulletin Print Report; MoneyGram International, Inc., ("M"), offers various money transfer services to individuals and financial institutions. It contends that two of its services make it a...

Tax Imposed On Short-Term Occupancy Was Valid: June 4, 2021 - Bulletin Print Report; 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...

Qualified Temporary Investment Income: June 3, 2021 - Volume 15 Issue 105 Print Report; 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...

"Dual" Resident Entitled To Tax Credit: June 3, 2021 - Bulletin Print Report; 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...

Vessel Manager Liable For Use Tax: June 3, 2021 - Bulletin Print Report; 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...

Access Is Not "Possession Or Control": June 3, 2021 - Bulletin Print Report; 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...

NOLs From "Closed" Years Could Not Be Adjusted: June 2, 2021 - Bulletin Print Report; 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...

The American Jobs Plan Would Dismantle The TCJA: June 2, 2021 - Bulletin Print Report; In addition to the "American Families Plan," primarily dealing with the taxation of individuals and families, President Biden is proposing the "American Jobs Pla...

"Place Of Celebration" Rule Determines Surviving Spouse: June 2, 2021 - Bulletin Print Report; 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...

Merger Between Date of Death and Alternate Valuation Date: June 2, 2021 - Volume 15 Issue 104 Print Report; 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...

Overpayment Interest On A Late-Filed Return: June 1, 2021 - Bulletin Print Report; 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...

Drop-Shipper Denied "COGS" Offset To Gross Receipts: June 1, 2021 - Bulletin Print Report; 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...

The American Families Plan Would Increase Tax On "Capital Income": June 1, 2021 - Bulletin Print Report; 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...

"Defective" 'B' Reorganization Is A Qualified Stock Purchase: June 1, 2021 - Volume 15 Issue 103 Print Report; 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...

Accounting For "Guaranteed Excess Yield" On Participations: May 28, 2021 - Volume 15 Issue 102 Print Report; 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...

Refund Claims Not Timely Filed: May 28, 2021 - Bulletin Print Report; 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...

SPAC To Serve As The Acquired Corporation In Cross-Border Deal: May 28, 2021 - Bulletin Print Report; 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...

Cleveland Can Tax A Non-Resident's Option Exercise Income: May 28, 2021 - Bulletin Print Report; 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...

"Interest" Paid On Dividend Arrearages Not Deductible: May 27, 2021 - Volume 15 Issue 101 Print Report; A corporation has outstanding seven percent cumulative preferred stock. The preferred stock certificates contain the following provisions: (1) The holders of preferre...

Laboratory Instrument Not Exempt From Sales Tax: May 27, 2021 - Bulletin Print Report; Taxpayer is an accredited hospital operating in Florida. Taxpayer is renting the "System" from "Lessor," and Lessor is charging the Taxpayer Florida Sales T...

Hertz's Reorganization Plan Has Something For Everyone: May 27, 2021 - Bulletin Print Report; 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...

Waiver Of Carryback Period Applies To "SLLs" (Not Composed Of "PLLs"): May 27, 2021 - Bulletin Print Report; 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, (...

No Redemption Or "Other Corporate Contraction" Found: May 26, 2021 - Volume 15 Issue 100 Print Report; 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...

Merger "Direction" Matters: May 26, 2021 - Bulletin Print Report; On May 21, 2021, Canadian National Railway, ("CN"), and Kansas City Southern, ("KCS"), announced that they have entered into a definitive merger agreement....

Grant Of Voting Rights To Preferred Holders Facilitates Reorganization: May 26, 2021 - Bulletin Print Report; Cabot Oil & Gas Corporation, ("COG"), and Cimarex Energy Company, ("XOC"), announced that they have entered into a definitive agreement whereby the comp...

Retirement Plan Contributions Exempted From "Disposable Income": May 26, 2021 - Bulletin Print Report; 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...

The Willens Deal Survey May 2021: May 25, 2021 - The Deal Survey: May 2021 Print 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.

The Broad Sweep Of A Sec. 302(c)(2)(A) "Interest" In the Corporation: May 25, 2021 - Volume 15 Issue 99 Print Report; 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...

Software Vendors Have Access To The Tax Abatement Process: May 25, 2021 - Bulletin Print Report; 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...

Taxpayer Cannot Litigate Existence Or Extent Of Withholding Obligations: May 25, 2021 - Bulletin Print Report; 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...

Value Not Synonymous With Consideration: May 25, 2021 - Bulletin Print Report; 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...

T/DISCA--"Delayed RMT" Will Not Be Necessary: May 24, 2021 - Bulletin Print Report; 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...

Cycle-boats Are Not "Commercial Vessels": May 24, 2021 - Bulletin Print Report; Petitioner provides "cycle-boat" sightseeing tours. Passengers may purchase individual tickets or book the entire boat for a group tour. Petitioner provides the drive...

Sec. 338(h)(10) Election Triggers Mandatory New York 'S' Election: May 24, 2021 - Bulletin Print Report; On July 21, 2012, FI acquired the stock of LI and BI from petitioners, ("Ps"), for cash and shares of FI, (the "sale"). LPI was an 'S' corporation....

Exempt Assets Count In Insolvency Computation: May 24, 2021 - Volume 15 Issue 98 Print Report; 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,...

Social Security Recipient Found To Have "Excess APTC": May 21, 2021 - Bulletin Print Report; 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...

Receipts From Sale Of "Scrip" Subject To Sales Tax: May 21, 2021 - Bulletin Print Report; Petitioner serves as the managing member of The Executive Club, LLC, which operates an adult entertainment establishment, (the "club"), in Manhattan. After guests pai...

Business Purpose Not A Factor Under Sec. 302(b)(1): May 21, 2021 - Volume 15 Issue 97 Print Report; 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 sto